SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Exact name of registrant as specified in its charter)


Delaware		35-2470286
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Sylvan Way, Second Floor
Parsippany,	New Jersey	07054
(Address of principal executive offices)		(Zip Code)

Securities registered pursuant to Section 12(b) of the Act:


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

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

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

☐

☑

☐

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

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

As of ~~April 23,~~October 22, 2021, there were ~~62,365,612~~62,517,137 common units outstanding.

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 ~~March 31,~~September 30, 2021, owned 99.2% of the total economic interest in PBF LLC. In addition, PBF LLC is the sole managing member of PBF Holding Company LLC (“PBF Holding”), a Delaware limited liability company and affiliate of PBFX. PBF LLC owned 29,953,631 PBFX common units constituting an aggregate of ~~48.0%~~47.9% limited partner interest in PBFX, with the remaining ~~52.0%~~52.1% limited partner interest owned by public unitholders as of ~~March 31,~~September 30, 2021.

Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~September 30, 2021 (this “Form 10-Q”) to “Predecessor,” and “we,” “our,” “us,” or like terms, when used in the context of periods prior to the completion of certain acquisitions from PBF LLC, refer to PBF MLP Predecessor, our predecessor for accounting purposes (our “Predecessor”), which includes assets, liabilities and results of operations of certain crude oil, refined products, natural gas and intermediates transportation, terminaling, storage and processing assets previously operated and owned by PBF Holding’s subsidiaries and PBF Holding’s previously held subsidiaries. As of ~~March 31,~~September 30, 2021, PBF Holding, together with its subsidiaries, owns and operates six oil refineries (two of which are operated as a single unit) 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,” “we,” “our,” or “us,” or like terms used in the context of periods on or after the completion of certain acquisitions from PBF LLC, refer to PBF Logistics LP and its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q (including information incorporated by reference) contains certain “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time, make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time; therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and, of course, it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations, which we refer to as “cautionary statements,” are disclosed under “Item 1A. Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” elsewhere in this Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2020 (our “2020 Form 10-K”) and in our other filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking information in this Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

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

•our ability to make, complete and integrate acquisitions from affiliates or third parties, and to realize the benefits from such acquisitions;

•our ability to have sufficient cash from operations to enable us to pay the minimum quarterly distribution;

•competitive conditions in our industry;

•political pressure and influence of environmental groups and other stakeholders on decisions and policies related to the refining, processing and storing of crude oil and refined petroleum products;

•actions taken by our customers and competitors;

•the supply of, and demand for, crude oil, refined products, natural gas and logistics services;

•our ability to successfully implement our business plan;

•our dependence on PBF Energy for a substantial majority of our revenue subjects us to the business risks of PBF Energy, which include the possibility that contracts will not be renewed because they are no longer beneficial for PBF Energy;

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

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

•the price and availability of debt and equity financing;

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

•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;

•changes in the availability and cost of capital;

•the effects of existing and future laws and governmental regulations, including those related to the shipment of crude oil by ~~rail;~~rail or in response to the potential impacts of climate change;

•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~~various crude oils;

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

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

•our general partner and its affiliates, including PBF Energy, have conflicts of interest with us and limited duties to us and our unitholders, and they may favor their own interests to the detriment of us and our other common unitholders;

•our partnership agreement restricts the remedies available to holders of our common units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty;

•holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors;

•our tax treatment depends on qualifying income requirements and our status as a partnership for U.S. federal income tax purposes, as well as not being subject to a material amount of entity level taxation by individual states;

•changes at any time (including on a retroactive basis) in the tax treatment of publicly traded partnerships, including related impacts on potential dropdown transactions with PBF LLC, or an investment in our common units;

•our unitholders will be required to pay taxes on their share of our taxable income even if they do not receive any cash distributions from us;

•the effects of future litigation; and

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

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Form 10-Q may not in fact occur. Accordingly, investors should not place undue reliance on those statements.

Our forward-looking statements speak only as of the date of this Form 10-Q. Except as required by applicable law, including the securities laws of the U.S., we undertake no obligation to update or revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing.

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except unit data)

See Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

See Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

See Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(unaudited, in thousands)

See Notes to Condensed Consolidated Financial Statements.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

PBF Logistics LP (“PBFX” or the “Partnership”) is a Delaware master limited partnership formed in February 2013. PBF Logistics GP LLC (“PBF GP” or “our general partner”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of PBF LLC and, as of ~~March 31,~~September 30, 2021, owned 99.2% of the total economic interest in PBF LLC. In addition, PBF LLC is the sole managing member of PBF Holding Company LLC (“PBF Holding”), a Delaware limited liability company and affiliate of PBFX. PBF LLC owned 29,953,631 PBFX common units constituting an aggregate of ~~48.0%~~47.9% limited partner interest in PBFX, with the remaining ~~52.0%~~52.1% limited partner interest owned by public unitholders as of ~~March 31,~~September 30, 2021.

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

Principles of Combination and Consolidation and Basis of Presentation

In connection with, and subsequent to, PBFX’s initial public offering (“IPO”), the Partnership has acquired certain assets from PBF LLC (collectively referred to as the “Contributed Assets”). Such acquisitions completed subsequent to the IPO were made through a series of dropdown transactions with PBF LLC (collectively referred to as the “Acquisitions from PBF”). The assets, liabilities and results of operations of the Contributed Assets prior to their acquisition by PBFX are collectively referred to as the “Predecessor.” The transactions through which PBFX acquired the Contributed Assets were transfers of assets between entities under common control. The accompanying condensed consolidated financial statements and related notes present solely the consolidated financial position and consolidated financial results of PBFX. Refer to the Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”) for additional information regarding the Acquisitions from PBF and the agreements that were entered into or amended with related parties in connection with these acquisitions.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, PBFX has included all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows of PBFX for the periods presented. The results of operations for the three and nine months ended ~~March 31,~~September 30, 2021 are not necessarily indicative of the results that may be expected for the full year.

The Predecessor generally did not operate its respective assets for the purpose of generating revenue independent of other PBF Energy businesses prior to the IPO or the effective dates of the Acquisitions from PBF. All intercompany accounts and transactions have been eliminated.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Recently Issued Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions affected by the expected market transition from London Interbank Offering Rate ~~also known as LIBOR,~~(“LIBOR”) and other interbank rates if certain criteria are met. The amendments in ASU 2020-04 are effective for all entities at any time beginning on March 12, 2020 through December 31, 2022 and may be applied from the beginning of an interim period that includes the issuance date of ASU 2020-04. The Partnership does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements and related disclosures.

In accordance with FASB Accounting Standards Codification Topic 606 “Revenue from Contracts with Customers,” revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration to which the Partnership expects to be entitled in exchange for those goods or services.

As disclosed in Note 11 “Segment Information” of the Notes to Condensed Consolidated Financial Statements, the Partnership’s business consists of 2 reportable segments: (i) Transportation and Terminaling and (ii) Storage.

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

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.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Minimum Volume Commitments

Transportation and Terminaling Segment

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

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

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

MVC Payments to be Received

As of ~~March 31,~~September 30, 2021, MVC payments to be received, based on future performance obligations of the Partnership, related to noncancellable commercial terminaling, pipeline and storage agreements were as follows:

Total MVC payments to be received (1)(2)

(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.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

The Partnership has leased certain of its assets under lease agreements with varying terms up to fifteen years, including leases of storage, terminaling, pipeline and processing assets. Certain of these leases include options to extend or renew the lease for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. The Partnership’s lease agreements generally do not provide an option for the lessee to purchase the leased equipment at the end of the lease term. However, in connection with the affiliate lease agreement for the interstate natural gas pipeline at PBF Holding’s Paulsboro Refinery (the “Paulsboro Natural Gas Pipeline”), the Partnership granted a right of first refusal in favor of PBF LLC such that the Partnership would be required to give PBF Holding the first opportunity to purchase the Paulsboro Natural Gas Pipeline at market value prior to selling to an unrelated third party.

At inception, the Partnership determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. As of ~~March 31,~~September 30, 2021, all of the Partnership’s leases have been determined to be operating leases. Some of the Partnership’s lease arrangements contain lease components (e.g., MVCs) and non-lease components (e.g., maintenance, labor charges, etc.). The Partnership accounts for the lease and non-lease components as a single lease component for every asset class.

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

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

In the normal course of business, the Partnership enters into contracts with PBF Holding and its refineries whereby PBF Holding and its refineries lease certain of the Partnership’s storage, terminaling and pipeline assets. The Partnership believes the terms and conditions under these leases are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. The terms ~~for~~of these affiliate leases range from one to fifteen years. Leases with affiliates represent approximately ~~95%~~96% of the undiscounted contractual future rental income from the Partnership’s leased assets.

The table below quantifies lease revenue for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020:

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Undiscounted Cash Flows

The table below presents the fixed component of the undiscounted cash flows to be received for each of the periods presented for the Partnership’s operating leases with customers as of ~~March 31,~~September 30, 2021:

The Partnership’s assets that are subject to lease are included in “Property, plant and equipment, net” within the Partnership’s condensed consolidated balance sheets. The table below quantifies, by category within property, plant and equipment, the assets that are subject to lease as of ~~March 31,~~September 30, 2021 and December 31, 2020:

The Partnership records deferred revenue when cash payments are received or due in advance of performance, including amounts which are refundable. Deferred revenue was ~~$2,454~~$2,741 and $2,117 as of ~~March 31,~~September 30, 2021 and December 31, 2020, respectively. The increase in the deferred revenue balance as of ~~March 31,~~September 30, 2021 is primarily driven by the timing and extent of cash payments received in advance of satisfying the Partnership’s performance obligations for the comparative periods.

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

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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 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 0no allowance for doubtful accounts recorded as of ~~March 31,~~September 30, 2021 ~~and~~or December 31, 2020.

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

Depreciation expense was ~~$9,280~~$28,092 and ~~$9,948~~$31,065 for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020, respectively.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

The Partnership performed its annual goodwill impairment assessment as of July 1, 2021 and determined that the carrying value of goodwill was not impaired. As of September 30, 2021, the carrying amount of goodwill was $6,332, all of which was recorded within the Transportation and Terminaling segment.

The Partnership’s net intangibles consisted of the following:

Total intangibles, net (1)

(1) ~~Intangibles,~~ Total intangibles, net are included in “Other non-current assets” within the Partnership’s condensed consolidated balance sheets.

Amortization expense was ~~$125~~$376 and ~~$1,334~~$5,756 for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020, respectively.

Total debt was comprised of the following:

Revolving credit facility (1)(2)

Revolving Credit Facility (1)(2)

(1)PBFX had $4,008 of outstanding letters of credit and ~~$310,992~~$370,992 available under its $500,000 amended and restated revolving credit facility with Wells Fargo Bank, National Association, as administrative agent and a syndicate of lenders (as amended, the “Revolving Credit Facility”) as of ~~March 31,~~September 30, 2021.

(2)During the ~~three~~nine months ended ~~March 31,~~September 30, 2021, PBFX made net repayments of ~~$15,000~~$75,000 under the Revolving Credit Facility.

Fair Value Measurement

A fair value hierarchy (Level 1, Level 2, or Level 3) is used to categorize fair value amounts based on the quality of inputs used to measure fair value. Accordingly, fair values derived from Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities. Fair values derived from Level 2 inputs are based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are either directly or indirectly observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

The estimated fair value of the Revolving Credit Facility approximates its carrying value, categorized as a Level 2 measurement, as this borrowing bears interest based on short-term floating market interest rates. The estimated fair value of the Partnership’s 6.875% Senior Notes due 2023 (the “2023 Notes”), categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the 2023 Notes and was approximately ~~$525,927~~$511,442 and $503,025 at ~~March 31,~~September 30, 2021 and December 31, 2020, 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 ~~$710,000~~$650,000 and ~~$710,927~~$636,442 as of ~~March 31,~~September 30, 2021, respectively, and $725,000 and $703,025 as of December 31, 2020, respectively.

PBFX had ~~32,411,981~~32,563,506 outstanding common units held by the public as of ~~March 31,~~September 30, 2021. PBF LLC owns 29,953,631 PBFX common units constituting an aggregate of ~~48.0%~~47.9% of PBFX’s limited partner interest as of ~~March 31,~~September 30, 2021.

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~~tables present changes in PBFX common units outstanding:


	Nine Months Ended September 30, 2021
	2021	2020

Balance at beginning of period	62,364,838	62,130,035
Vesting of phantom units, net of forfeitures	152,299	230,489

Balance at end of period	62,517,137	62,360,524

Additionally, 325,384 of the Partnership’s phantom units issued under the PBFX 2014 Long-Term Incentive Plan vested and were converted into common units held by certain directors, officers and current and former employees of our general partner or its affiliates during the year ended December 31, 2020.

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)

The following tables summarize the changes in the carrying amount of the Partnership’s equity during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020:


		Common Units
Balance at December 31, 2020		$	167,217




Quarterly distributions to unitholders ($0.30 per unit)		(18,926)

Net income attributable to the partners		37,211


Unit-based compensation expense		989


Other		15
Balance at March 31, 2021		$	186,506



Quarterly distributions to unitholders ($0.30 per unit)		(19,023)

Net income attributable to the partners		37,096



Unit-based compensation expense		2,834

Other		(696)
Balance at June 30, 2021		$	206,717
Quarterly distributions to unitholders ($0.30 per unit)		(19,012)
Net income attributable to the partners		36,682
Unit-based compensation expense		835
Other		(45)
Balance at September 30, 2021		$

	225,177

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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


		Common Units
Balance at December 31, 2019		$	105,083
Quarterly distributions to unitholders ($0.52 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 ($0.30 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 ($0.30 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.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

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

During the ~~three~~nine months ended ~~March 31,~~September 30, 2021, PBFX made distribution payments as follows:

~~Related Earnings Period:~~

~~Q4 2020~~

~~Distribution date~~

~~March 17, 2021~~

~~Record date~~

~~February 25, 2021~~

~~Per unit~~

~~0.30~~

~~To public common unitholders~~

~~9,724~~

~~To PBF LLC~~

~~8,986~~

~~Total distribution~~

~~18,710~~


Related Earnings Period:	Q4 2020		Q1 2021		Q2 2021
Distribution date	March 17, 2021		May 27, 2021		August 26, 2021
Record date	February 25, 2021		May 13, 2021		August 12, 2021
Per unit	$	0.30	$	0.30	$	0.30
To public common unitholders	$	9,724	$	9,766	$	9,769
To PBF LLC	$	8,986	$	8,986	$	8,986
Total distribution	$	18,710	$	18,752	$	18,755

The quarterly distributions to limited partners for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020 are shown in the table below. The Partnership’s distributions are declared subsequent to quarter end (distributions of $0.30 per unit were declared for ~~both~~each of the ~~three months~~three-month periods ended September 30, 2021 and 2020, distributions of $0.30 per unit were declared for each of the three-month periods ended June 30, 2021 and 2020, and distributions of $0.30 per unit were declared for each of the three-month periods ended March 31, 2021 and 2020); therefore, the table represents total estimated distributions applicable to the period in which the distributions were earned:

Total cash distributions (1)

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

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

Diluted net income per unit includes the effect of potentially dilutive units of PBFX’s common units that consist of unvested phantom units. There were 314,128 and 119,128 anti-dilutive phantom units for the three and nine months ended September 30, 2021, compared to 273,232 and 285,515 anti-dilutive phantom units for the three and nine months ended September 30, 2020.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Diluted net income per unit includes the effect of potentially dilutive units of PBFX’s common units that consist of unvested phantom units. There were 200,481 anti-dilutive phantom units for the three months ended March 31, 2021, compared to 168,000 anti-dilutive phantom units for the three months ended March 31, 2020.

The following table shows the calculation of net income per limited partner unit:

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 (including in response to the potential impacts of climate change), waste management and the characteristics and the composition of fuels. Compliance with existing and anticipated laws and 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 ~~$1,923~~$1,769 and $1,760 as of ~~March 31,~~September 30, 2021 and December 31, 2020, 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. A Remedial Action Plan was submitted to the PADEP in October 2020. The PADEP approved the Remedial Action Plan in January 2021, and the response activities are substantially complete. Future remediation costs and any potential penalties are currently not expected to be material to the Partnership.

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Contingent Consideration

In connection with the Partnership’s acquisition of CPI Operations LLC from Crown Point International LLC (“Crown Point”) in October 2018, the purchase and sale agreement between the Partnership and Crown Point included an earn-out provision related to an existing commercial agreement with a third party, based on the future results of certain acquired idled assets (the “Contingent Consideration”). The Partnership and Crown Point agreed to share equally in the future operating profits of the restarted assets, as defined in the purchase and sale agreement, over a contractual term of up to three years starting in 2019. The Contingent Consideration recorded was ~~$598~~$2,508 and $12,120 as of ~~March 31,~~September 30, 2021 and December 31, 2020, respectively. The Contingent Consideration is included in “Accrued liabilities” within the Partnership’s condensed consolidated balance sheets.

The Contingent Consideration is categorized in Level 3 of the fair value hierarchy and is estimated using a discounted cash flow model based on management’s estimate of the future cash flows associated with the recommenced idled assets. The ~~change~~changes in fair value of the obligation during the three and nine months ended ~~March 31,~~September 30, 2021 and 2020 ~~was~~were impacted primarily due to the ~~change~~changes in the estimated future cash flows of the assets, accretion on the discounted liability and settlement payments made by the Partnership.

Pursuant to the terms of the commercial agreement, the counterparty exercised its right to terminate the contract at the conclusion of the initial contract year, resulting in an adjustment in the fair value of the Contingent Consideration for the year ended December 31, 2020 of $16,429, reflecting the elimination of the estimated earn-out for years 2 and 3 of the performance period. Subsequent to the contract termination, the counterparty and the Partnership agreed to ~~extend~~multiple extension agreements for certain of the originally contracted services on a limited basis ~~into~~through the ~~second~~third quarter of 2021. The operating profits resulting from the contract extension remain subject to the earn-out provision between the Partnership and Crown Point. As of the date of this Form 10-Q, the services with the counterparty have ceased. Any future agreements entered into related to the restarted processing unit assets could result in earn-out obligations for the Partnership during the three-year contractual period.

The following table summarizes the changes in fair value of the Contingent Consideration for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020:

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Commercial Agreements

PBFX currently derives a majority of its revenue from long-term, fee-based agreements with PBF Holding, which generally include MVCs and contractual fee escalations for inflation adjustments and certain increases in operating costs. PBFX believes the terms and conditions under these agreements, as well as the Omnibus Agreement and the Services Agreement (each as defined below), each with PBF Holding, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services.

Refer to the 2020 Form 10-K for a more complete description of PBFX’s commercial agreements with PBF Holding, including those identified as leases, which were entered into prior to 2021. No new agreements or amendments were entered into during the ~~three~~nine months ended ~~March 31,~~September 30, 2021.

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

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

Refer to the 2020 Form 10-K for a more complete description of the Omnibus Agreement and the Services Agreement.

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

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

11. SEGMENT INFORMATION

The Partnership’s operations are comprised of operating segments, which are strategic business units that offer different services in various geographical locations. PBFX has evaluated the performance of each operating segment based on its respective operating income. The operating segments adhere to the accounting polices used for the consolidated financial statements, as described in Note 2 “Summary of Accounting Policies” of the Notes to Consolidated Financial Statements in the 2020 Form 10-K.

The Partnership’s operating segments are organized into 2 reportable segments: (i) Transportation and Terminaling and (ii) Storage. Operations that are not included in either the Transportation and Terminaling or the Storage segments are included in Corporate. The Partnership does not have any foreign operations.

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

~~PBF LOGISTICS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

Revenue is generated from third-party transactions as well as commercial agreements entered into with PBF Holding under which the Partnership receives fees for transportation, terminaling, storage and processing services. The commercial agreements with PBF Holding are described in Note 10 “Related Party Transactions” of the Notes to Condensed Consolidated Financial Statements. Certain general and administrative expenses and interest and financing costs are included in Corporate as they are not directly attributable to a specific reporting segment. Identifiable assets are those used by the operating segments, whereas assets included in Corporate are principally cash, deposits and other assets that are not associated with operations.


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

PBF LOGISTICS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

Three Months Ended March 31, 2020
Transportation and Terminaling Storage Corporate Consolidated Total
Total revenue $ 70,243 $ 22,786 $ 0 $ 93,029
Depreciation and amortization 7,072 4,210 0 11,282
Income (loss) from operations 41,268 10,772 (4,387) 47,653
Other expense 0 0 12,840 12,840
Capital expenditures 3,626 2,454 0 6,080


	Nine Months Ended September 30, 2021
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	211,903	$	54,293	$	—	$	266,196
Depreciation and amortization	21,953		6,515		—		28,468
Income (loss) from operations	134,801		22,602		(14,592)		142,811
Other expense	—		—		31,822		31,822
Capital expenditures	6,590		302		—		6,892

Balance at March 31, 2021
Transportation and Terminaling Storage Corporate Consolidated Total
Total assets $ 698,027 $ 196,640 $ 38,170 $ 932,837


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


	Balance at September 30, 2021
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total assets	$	686,222	$	195,058	$	29,299	$	910,579


	Balance at December 31, 2020
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total assets	$	715,308	$	200,130	$	18,114	$	933,552

12. SUBSEQUENT EVENTS

Cash Distribution

On ~~April 29,~~October 28, 2021, PBF GP’s board of directors announced a cash distribution, based on the results of the ~~first~~third quarter of 2021, of $0.30 per unit. The distribution is payable on ~~May 27,~~November 30, 2021 to PBFX unitholders of record at the close of business on ~~May 13,~~November 12, 2021.

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

You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q. The following information and such unaudited condensed consolidated financial statements should also be read in conjunction with the audited consolidated financial statements and related notes, together with our discussion and analysis of financial condition and results of operations in our 2020 Form 10-K. This discussion contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations. The cautionary statements made in this Form 10-Q should be read as applying to all related forward-looking statements wherever they appear in this Form 10-Q. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. You should read “Risk Factors” in our 2020 Form 10-K and “Cautionary Note Regarding Forward-Looking Statements” in this Form 10-Q. In this Item 2, all references to “we,” “us,” “our,” the “Partnership,” “PBFX” or similar terms for periods prior to the effective dates of each of the Acquisitions from PBF (as defined below) refer to the Predecessor. For periods subsequent to the effective dates of each of the Acquisitions from PBF, these terms refer to the Partnership and its subsidiaries.

Overview

We are a fee-based, growth-oriented, Delaware master limited partnership formed in February 2013 by subsidiaries of PBF Energy to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBF GP is our general partner and is wholly-owned by PBF LLC. PBF Energy is the sole managing member of PBF LLC and, as of ~~March 31,~~September 30, 2021, owned 99.2% of the total economic interest in PBF LLC. As of ~~March 31,~~September 30, 2021, PBF LLC owned 29,953,631 PBFX common units constituting an aggregate of ~~48.0%~~47.9% limited partner interest in PBFX, with the remaining ~~52.0%~~52.1% limited partner interest owned by public unitholders.

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

2325

Business Developments

COVID-19

The outbreak of the COVID-19 pandemic ~~continues to~~ negatively ~~impact~~impacted worldwide economic and commercial activity and financial markets, as well as global demand for petroleum and petrochemical ~~products.~~products starting in the first quarter of 2020. The COVID-19 pandemic, the Delta variant and other variants thereof, and resulting governmental and consumer responses ~~have~~ also resulted in significant business and operational disruptions, including business and school closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces. Such impacts ~~have~~ resulted in revenue declines due to lower demand and throughput volumes across certain of our ~~facilities, which may continue~~facilities. Demand has continued to ~~affect our business for the foreseeable future.~~improve in 2021 but remains below pre-pandemic levels. In response to the COVID-19 pandemic, we have taken and are continuing to take 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.~~pandemic, including reducing the amount of crude oil processed at its refineries and temporary idling of various units at certain refineries. Despite the measures we and PBF Energy have taken and the gradual increases in demand and overall market conditions in the current year, we and PBF Energy have been, and likely will continue to be, adversely impacted by the COVID-19 pandemic. We are unable to predict the ultimate outcome of the economic impact and can provide no assurance that measures taken to mitigate the impact of the COVID-19 pandemic will be effective.

The full extent to which the COVID-19 pandemic impacts our business and operations, or that of PBF Energy, is unknown and will depend on the severity, location and duration of the effects and spread of COVID-19, and the Delta and other variants thereof, the effectiveness of the vaccine programs and the other actions undertaken by national, regional and local governments and health officials to contain the virus or treat its effects (including the ultimate efficacy of vaccine programs on new variants of the virus), related consumer responses and how quickly and to what extent economic conditions improve and normal business and operating conditions resume. As certain restrictions are lifted in various geographical locations throughout the U.S., we will continue to monitor and respond to the impacts that the COVID-19 pandemic has on our business and operations.

Principles of Combination and Consolidation and Basis of Presentation

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

Agreements with PBF Energy Entities

Commercial Agreements

We currently derive a majority of our revenue from long-term, fee-based agreements with PBF Holding, which generally include minimum volume commitment (“MVC”) stipulations and contractual fee escalations for inflation adjustments and certain increases in operating costs. We believe the terms and conditions under these agreements, as well as the Omnibus Agreement and the Services Agreement (each as defined below), each with PBF Holding, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services.

Refer to our 2020 Form 10-K and Note 10 “Related Party Transactions” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” in this Form 10-Q for a more complete description of our commercial agreements with PBF Holding, including those identified as leases.

Other Agreements

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

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

Refer to our 2020 Form 10-K for a more complete description of the Omnibus Agreement and the Services Agreement.

Factors Affecting the Comparability of Our Financial Results

Our results of operations may not be comparable to our historical results of operations due to certain debt transactions and our annual inflation adjustment to our commercial agreements. Additionally, our results may not be comparative to prior periods due to the impact of the COVID-19 pandemic on our business, including lower throughput volumes at our terminals, as the industry reacts to the related economic downturn and volatile commodity market.

Furthermore, our results of operations may not be comparable to our historical results of operations due to the termination of the CPI Processing Agreement (as defined below). In connection with the Partnership’s acquisition of CPI Operations LLC (“CPI”) from Crown Point International LLC, the purchase and sale agreement included an earn-out provision related to an existing commercial agreement (the “CPI Processing Agreement”), based on the future results of certain acquired idled assets, which recommenced operations in October 2019. In the third quarter of 2020, pursuant to the terms of the CPI Processing Agreement, the counterparty exercised its right to terminate the contract at the conclusion of the initial contract year, effective in the fourth quarter of 2020 (the “CPI Contract Termination”). While the counterparty and the Partnership subsequently ~~have~~ agreed to ~~extend~~extensions of certain of the originally contracted services under the CPI Processing Agreement ~~into~~through the ~~second~~third quarter of 2021, the limited nature of these services ~~has~~ affected the comparability of our results of operations, specifically within our Storage segment, on a year-over-year basis. As of the date of this Form 10-Q, the services have ceased. Refer to “Results of Operations” below for further discussion.

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Other Factors That Will Significantly Affect Our Results

Supply and Demand for Crude Oil, Refined Products and Natural Gas. We generate revenue by charging fees for receiving, handling, transferring, storing, throughputting and processing crude oil, refined products and natural gas. A majority of our revenue is derived from MVC, fee-based commercial agreements with subsidiaries of PBF Energy with initial terms ranging from one to fifteen years, which enhance the stability of our cash flows. The volume of crude oil, refined products and natural gas that is throughput or stored depends substantially on PBF Energy’s operational needs which are largely impacted by refining margins. Refining margins are greatly dependent upon the price of crude oil or other refinery feedstocks, refined products and natural gas.

Factors driving the prices of petroleum-based commodities include supply and demand for crude oil, gasoline and other refined products. Supply and demand for these products depend on numerous factors outside of our control, including changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, logistics constraints, availability of imports, marketing of competitive fuels, crude oil price differentials and government regulation. The impact of the unprecedented global health and economic crisis sparked by the COVID-19 pandemic was amplified late in the first quarter of 2020 due to movements made by the world’s largest oil producers to increase market share. This created simultaneous shocks in oil supply and demand resulting in an economic challenge to our industry which has not occurred since our formation. These factors have resulted in significant demand destruction for refined petroleum products and atypical volatility in oil commodity ~~prices, which may continue for the foreseeable future.~~prices. Although the effects may be mitigated by MVC provisions in certain of our commercial contracts, this overall demand destruction and market environment could lead to lower storage or throughput volumes processed at our assets, which could negatively impact our results of operations and cash flows. Demand has continued to improve in 2021 but remains below pre-pandemic levels. 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 our 2020 Form 10-K.

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

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Third-Party Business. As of ~~March 31,~~September 30, 2021, PBF Holding accounts for a substantial majority of our revenue and we continue to expect that a majority of our revenue for the foreseeable future will be derived from operations supporting PBF Holding’s refineries. We continue to explore further diversification of our customer base by potentially developing additional third-party throughput volumes in our existing system and continuing to explore expanding our asset portfolio to service third-party customers. Unless we are successful in attracting additional third-party customers, our ability to increase volumes will be dependent on PBF Holding, which has no obligation under our commercial agreements to supply our facilities with additional volumes in excess of its MVCs. If we are unable to increase throughput or storage volumes, future growth may be limited.

How We Evaluate Our Operations

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

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

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

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

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

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

2729

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

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

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

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

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

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

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

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Results of Operations

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

Combined Overview. The following tables summarize our results of operations and financial data for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020. 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
March 31,
2021 2020
(In thousands)
Revenue:
Affiliate $ 75,933 $ 75,543
Third-party 11,572 17,486
Total revenue 87,505 93,029
Costs and expenses:
Operating and maintenance expenses 25,048 29,501
General and administrative expenses 4,464 4,387
Depreciation and amortization 9,405 11,282
Change in contingent consideration 655 206
Total costs and expenses 39,572 45,376
Income from operations 47,933 47,653
Other expense:
Interest expense, net (10,287) (11,849)
Amortization of loan fees and debt premium (429) (439)
Accretion on discounted liabilities (6) (552)
Net income attributable to PBF Logistics LP unitholders $ 37,211 $ 34,813
Other data:
EBITDA attributable to PBFX $ 57,923 $ 56,309
Adjusted EBITDA 58,996 57,938
Distributable cash flow 48,178 40,775
Capital expenditures 1,254 6,080


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(In thousands)
Revenue:
Affiliate	$	75,464	$	70,716	$	226,504	$	218,681
Third-party	13,389		18,294		39,692		52,487
Total revenue	88,853		89,010		266,196		271,168

Costs and expenses:
Operating and maintenance expenses	27,265		22,730		77,760		75,385
General and administrative expenses	3,902		4,112		14,592		12,798
Depreciation and amortization	9,787		14,305		28,468		36,821
Impairment expense	—		7,000		—		7,000
Change in contingent consideration	761		(14,765)		2,565		(14,235)
Total costs and expenses	41,715		33,382		123,385		117,769

Income from operations	47,138		55,628		142,811		153,399

Other expense:
Interest expense, net	(10,027)		(10,544)		(30,526)		(33,929)
Amortization of loan fees and debt premium	(423)		(328)		(1,278)		(1,309)
Accretion on discounted liabilities	(6)		(594)		(18)		(1,726)






Net income attributable to PBF Logistics LP unitholders	$	36,682	$	44,162	$	110,989	$	116,435

Other data:
EBITDA attributable to PBFX	$	56,839	$	59,281	$	171,778	$	174,457
Adjusted EBITDA	57,890		60,519		176,865		178,459
Distributable cash flow	46,782		48,486		143,495		136,233
Capital expenditures	3,383		1,763		6,892		9,635

2931

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 March 31,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020					2021		2020		2021		2020
		(In thousands)				(In thousands)
Net income	Net income	$	37,211	$	34,813			Net income	$	36,682	$	44,162	$	110,989	$	116,435
Interest expense, net	Interest expense, net	10,287		11,849				Interest expense, net	10,027		10,544		30,526		33,929
Amortization of loan fees and debt premium	Amortization of loan fees and debt premium	429		439				Amortization of loan fees and debt premium	423		328		1,278		1,309
Accretion on discounted liabilities	Accretion on discounted liabilities	6		552				Accretion on discounted liabilities	6		594		18		1,726
Change in contingent consideration	Change in contingent consideration	655		206				Change in contingent consideration	761		(14,765)		2,565		(14,235)

Impairment expense								Impairment expense	—		7,000		—		7,000
Depreciation and amortization	Depreciation and amortization	9,405		11,282				Depreciation and amortization	9,787		14,305		28,468		36,821
EBITDA	EBITDA	57,993		59,141				EBITDA	57,686		62,168		173,844		182,985

Less: Earnings attributable to the CPI earn-out	Less: Earnings attributable to the CPI earn-out	70		2,832				Less: Earnings attributable to the CPI earn-out	847		2,887		2,066		8,528
EBITDA attributable to PBFX	EBITDA attributable to PBFX	57,923		56,309				EBITDA attributable to PBFX	56,839		59,281		171,778		174,457
Non-cash unit-based compensation expense	Non-cash unit-based compensation expense	989		1,302				Non-cash unit-based compensation expense	835		995		4,658		3,242
Cash interest	Cash interest	(10,346)		(11,988)				Cash interest	(10,066)		(10,760)		(30,678)		(34,481)
Maintenance capital expenditures attributable to PBFX	Maintenance capital expenditures attributable to PBFX	(388)		(4,848)				Maintenance capital expenditures attributable to PBFX	(826)		(1,030)		(2,263)		(6,985)
Distributable cash flow	Distributable cash flow	$	48,178	$	40,775			Distributable cash flow	$	46,782	$	48,486	$	143,495	$	136,233

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.

The following table presents a reconciliation of EBITDA, EBITDA attributable to PBFX and Adjusted EBITDA to net income, which is the most directly comparable GAAP financial measure of operating performance on a historical basis, for the periods indicated.

Three Months Ended ~~March 31,~~September 30, 2021 Compared to the Three Months Ended ~~March 31,~~September 30, 2020

Our net income for the three months ended ~~March 31,~~September 30, 2021 ~~increased~~decreased by approximately ~~$2.4~~$7.5 million to ~~$37.2~~$36.7 million from ~~$34.8~~$44.2 million for the three months ended ~~March 31, 2020, details of which are shown in the following graph and further described below.~~

September 30, 2020. The ~~increase~~decrease in net income was primarily due to the following:

•~~a decrease~~an increase in change in contingent consideration of approximately $15.5 million due to the extension of certain services under the CPI Processing Agreement through the third quarter of 2021;

•an increase in operating and maintenance expenses of approximately $4.5 million, or ~~15.1%~~20.0%, as a result of ~~a continued decrease in discretionary spending, including maintenance~~higher outside services and ~~outside service costs, in response to the COVID-19 pandemic, as well as lower utility~~other fees coinciding with increased throughput at certain of our assets, higher utilities expenses due to ~~reduced~~increased energy ~~usage;~~usage and increased maintenance activity; and

•a decrease in total revenue of approximately $0.2 million, or 0.2%, primarily attributable to the CPI Contract Termination, offset by inflation rate adjustments implemented in accordance with certain of our commercial agreements (the “Inflation Rate Increase”) and increased throughput at certain of our assets;

offset by the following:

•a decrease in impairment expense of approximately $7.0 million, or 100.0%, resulting from an impairment charge incurred in 2020;

•a decrease in depreciation and amortization of approximately ~~$1.9~~$4.5 million, or ~~16.6%~~31.6%, due to certain CPI assets being fully depreciated and amortized in the fourth quarter of 2020 as a result of the CPI Contract Termination; ~~and~~

•a decrease in other expenses of approximately ~~$2.1~~$1.0 million, or ~~16.5%~~8.8%, 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 applicable liabilities; and

~~offset by the following:~~

•a decrease in total revenue of approximately $5.5 million, or 5.9%, primarily attributable to the CPI Contract Termination and lower pass-through utilities fees, offset by inflation rate adjustments implemented in accordance with certain of our commercial agreements (the “Inflation Rate Increase”) and increased lease tank capacity at certain of our Transportation and Terminaling assets; and

•~~an increase in change in contingent consideration of approximately $0.4 million due to the extension of certain services under the CPI Processing Agreement into the second quarter of 2021.~~


PART I - FINANCIAL INFORMATION			6

Item 1. Financial Statements (Unaudited)			6
Condensed Consolidated Balance Sheets as of ~~March 31,~~September 30, 2021 and December 31, 2020			6
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended ~~March 31,~~September 30, 2021 and 2020			7
Condensed Consolidated Statements of Cash Flows for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2021 and 2020			8
Notes to Condensed Consolidated Financial Statements			10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2325

Item 3. Quantitative and Qualitative Disclosures About Market Risk			4245

Item 4. Controls and Procedures			4245

PART II - OTHER INFORMATION			4346

Item 1. Legal Proceedings			4346

Item 1A. Risk Factors			4347

Item 6. Exhibits			4447

Signatures			4548


		March 31, 2021		December 31, 2020			September 30, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	43,966	$	36,284	Cash and cash equivalents	$	28,647	$	36,284

Accounts receivable - affiliates	Accounts receivable - affiliates	58,975		53,220		Accounts receivable - affiliates	63,244		53,220
Accounts receivable	Accounts receivable	3,967		11,382		Accounts receivable	6,009		11,382
Prepaids and other current assets	Prepaids and other current assets	1,855		2,590		Prepaids and other current assets	4,383		2,590
Total current assets	Total current assets	108,763		103,476		Total current assets	102,283		103,476
Property, plant and equipment, net	Property, plant and equipment, net	814,335		820,174		Property, plant and equipment, net	798,832		820,174
Goodwill	Goodwill	6,332		6,332		Goodwill	6,332		6,332
Other non-current assets	Other non-current assets	3,407		3,570		Other non-current assets	3,132		3,570
Total assets	Total assets	$	932,837	$	933,552	Total assets	$	910,579	$	933,552

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable - affiliates	Accounts payable - affiliates	$	5,641	$	4,940	Accounts payable - affiliates	$	3,962	$	4,940
Accounts payable	Accounts payable	5,822		4,602		Accounts payable	3,887		4,602
Accrued liabilities	Accrued liabilities	24,665		32,224		Accrued liabilities	26,311		32,224

Deferred revenue	Deferred revenue	2,454		2,117		Deferred revenue	2,741		2,117
Total current liabilities	Total current liabilities	38,582		43,883		Total current liabilities	36,901		43,883
Long-term debt	Long-term debt	706,274		720,845		Long-term debt	647,124		720,845
Other long-term liabilities	Other long-term liabilities	1,475		1,607		Other long-term liabilities	1,377		1,607
Total liabilities	Total liabilities	746,331		766,335		Total liabilities	685,402		766,335

Commitments and contingencies (Note 9)	Commitments and contingencies (Note 9)	0		0		Commitments and contingencies (Note 9)	0		0

Equity:	Equity:					Equity:

Common unitholders (62,365,612 and 62,364,838 units issued and outstanding, as of March 31, 2021 and December 31, 2020, respectively)		186,506		167,217
Common unitholders (62,517,137 and 62,364,838 units issued and outstanding, as of September 30, 2021 and December 31, 2020, respectively)						Common unitholders (62,517,137 and 62,364,838 units issued and outstanding, as of September 30, 2021 and December 31, 2020, respectively)	225,177		167,217

Total equity	Total equity	186,506		167,217		Total equity	225,177		167,217
Total liabilities and equity	Total liabilities and equity	$	932,837	$	933,552	Total liabilities and equity	$	910,579	$	933,552


	Three Months Ended March 31,
	2021		2020
Cash flows from operating activities:
Net income	$	37,211	$	34,813
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	9,405		11,282

Amortization of loan fees and debt premium	429		439
Accretion on discounted liabilities	6		552
Unit-based compensation expense	989		1,302
Change in contingent consideration	655		206
Changes in operating assets and liabilities:
Accounts receivable - affiliates	(5,755)		(39,055)
Accounts receivable	7,415		174
Prepaids and other current assets	735		(1,733)

Accounts payable - affiliates	701		7,034
Accounts payable	1,423		(1,537)
Accrued liabilities	1,357		6,689
Deferred revenue	337		(413)
Other assets and liabilities	(86)		(1,106)
Net cash provided by operating activities	54,822		18,647

Cash flows from investing activities:


Expenditures for property, plant and equipment	(1,254)		(6,080)


Net cash used in investing activities	$	(1,254)	$	(6,080)


	Nine Months Ended September 30,
	2021		2020
Cash flows from operating activities:
Net income	$	110,989	$	116,435
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	28,468		36,821
Impairment expense	—		7,000
Amortization of loan fees and debt premium	1,278		1,309
Accretion on discounted liabilities	18		1,726
Unit-based compensation expense	4,658		3,242
Change in contingent consideration	2,565		(14,235)
Changes in operating assets and liabilities:
Accounts receivable - affiliates	(10,024)		(7,846)
Accounts receivable	5,373		(2,059)
Prepaids and other current assets	(1,793)		(565)

Accounts payable - affiliates	(978)		115
Accounts payable	(639)		(5,674)
Accrued liabilities	3,382		7,748
Deferred revenue	624		2,314
Other assets and liabilities	(217)		(4,902)
Net cash provided by operating activities	143,704		141,429

Cash flows from investing activities:


Expenditures for property, plant and equipment	(6,892)		(9,635)


Net cash used in investing activities	$	(6,892)	$	(9,635)


	Three Months Ended March 31,
	2021		2020



























Cash flows from financing activities:




Distributions to unitholders	$	(18,710)	$	(32,308)





Proceeds from revolving credit facility	0		100,000


Repayment of revolving credit facility	(15,000)		0

Payments of contingent consideration	(12,176)		0
Deferred financing costs and other	0		798
Net cash used in financing activities	(45,886)		68,490

Net change in cash and cash equivalents	7,682		81,057
Cash and cash equivalents, beginning of period	36,284		34,966
Cash and cash equivalents, end of period	$	43,966	$	116,023

Supplemental disclosure of non-cash investing and financing activities:
Accrued and unpaid capital expenditures	$	3,147	$	473


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Remainder of 2021	Remainder of 2021	$	87,731	Remainder of 2021	$	30,021
2022	2022	90,730		2022	92,567
2023	2023	87,962		2023	89,204
2024	2024	87,175		2024	87,175
2025	2025	86,937		2025	86,937
Thereafter	Thereafter	0		Thereafter	—
Total MVC payments to be received (1)(2)	Total MVC payments to be received (1)(2)	$	440,535	Total MVC payments to be received (1)(2)	$	385,904


Remainder of 2021	Remainder of 2021	$	107,639	Remainder of 2021	$	36,059
2022	2022	134,451		2022	134,791
2023	2023	133,090		2023	133,090
2024	2024	131,874		2024	131,874
2025	2025	105,186		2025	105,186
Thereafter	Thereafter	128,340		Thereafter	128,339
Total undiscounted cash flows to be received	Total undiscounted cash flows to be received	$	740,580	Total undiscounted cash flows to be received	$	669,339


		Three Months Ended March 31,		Three Months Ended September 30, 2021
		2021	2020	2021		2020

Balance at beginning of period	Balance at beginning of period	62,364,838	62,130,035		Balance at beginning of period	62,510,376	62,349,592
Vesting of phantom units, net of forfeitures	Vesting of phantom units, net of forfeitures	774	21,356		Vesting of phantom units, net of forfeitures	6,761	10,932

Balance at end of period	Balance at end of period	62,365,612	62,151,391		Balance at end of period	62,517,137	62,360,524


		Three Months Ended March 31,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020			2021		2020		2021		2020
Balance at beginning of period	Balance at beginning of period	$	12,120	$	26,086	Balance at beginning of period	$	1,748	$	27,899	$	12,120	$	26,086

Accretion on discounted liabilities	Accretion on discounted liabilities	0		550		Accretion on discounted liabilities	—		587		—		1,706
Settlements	Settlements	(12,176)		0		Settlements	—		—		(12,176)		—
Unrealized charge included in earnings		654		390
Unrealized charge (gain) included in earnings						Unrealized charge (gain) included in earnings	760		(14,766)		2,564		(14,072)
Balance at end of period	Balance at end of period	$	598	$	27,026	Balance at end of period	$	2,508	$	13,720	$	2,508	$	13,720


		Three Months Ended March 31, 2021									Three Months Ended September 30, 2021
		Transportation and Terminaling		Storage		Corporate		Consolidated Total			Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	Total revenue	$	71,477	$	16,028	$	0	$	87,505	Total revenue	$	69,718	$	19,135	$	—	$	88,853
Depreciation and amortization	Depreciation and amortization	7,235		2,170		0		9,405		Depreciation and amortization	7,613		2,174		—		9,787
Income (loss) from operations	Income (loss) from operations	46,609		5,788		(4,464)		47,933		Income (loss) from operations	42,744		8,296		(3,902)		47,138
Other expense	Other expense	0		0		10,722		10,722		Other expense	—		—		10,456		10,456
Capital expenditures	Capital expenditures	1,055		199		0		1,254		Capital expenditures	3,281		102		—		3,383


	Three Months Ended March 31, 2020
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	70,243	$	22,786	$	0	$	93,029
Depreciation and amortization	7,072		4,210		0		11,282
Income (loss) from operations	41,268		10,772		(4,387)		47,653
Other expense	0		0		12,840		12,840
Capital expenditures	3,626		2,454		0		6,080


		Three Months Ended March 31,					Nine Months Ended September 30,
		2021		2020			2021		2020
		(In thousands)					(In thousands)
Net cash provided by operating activities	Net cash provided by operating activities	$	54,822	$	18,647	Net cash provided by operating activities	$	143,704	$	141,429
Net cash used in investing activities	Net cash used in investing activities	(1,254)		(6,080)		Net cash used in investing activities	(6,892)		(9,635)
Net cash (used in) provided by financing activities		(45,886)		68,490
Net cash used in financing activities						Net cash used in financing activities	(144,449)		(138,909)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	$	7,682	$	81,057	Net change in cash and cash equivalents	$	(7,637)	$	(7,115)


Exhibit Number						Description
22.1*						List of 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 ~~March 31,~~September 30, 2021, formatted as Inline XBRL (included in Exhibit 101).