Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 29, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PBF LOGISTICS LP | |
Entity Central Index Key | 0001582568 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Smaller Reporting Company | false | |
Entity Common Units, Units Outstanding (in shares) | 62,001,349 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 16,446 | $ 19,908 |
Accounts receivable - affiliates | 43,931 | 37,052 |
Accounts receivable | 5,157 | 7,511 |
Prepaids and other current assets | 4,610 | 4,598 |
Total current assets | 70,144 | 69,069 |
Property, plant and equipment, net | 861,617 | 862,117 |
Goodwill | 6,332 | 6,332 |
Other non-current assets | 19,154 | 18,835 |
Total assets | 957,247 | 956,353 |
Current liabilities: | ||
Accounts payable - affiliates | 4,714 | 12,047 |
Accounts payable and accrued liabilities | 65,622 | 50,972 |
Deferred revenue | 2,895 | 2,960 |
Total current liabilities | 73,231 | 65,979 |
Long-term debt | 677,773 | 673,324 |
Other long-term liabilities | 24,567 | 23,860 |
Total liabilities | 775,571 | 763,163 |
Commitments and contingencies (Note 9) | ||
Equity: | ||
Total PBF Logistics LP equity | 13,985 | 23,718 |
Noncontrolling interest | 167,691 | 169,472 |
Total equity | 181,676 | 193,190 |
Total liabilities and equity | 957,247 | 956,353 |
Common Units [Member] | ||
Equity: | ||
Total PBF Logistics LP equity | $ 13,985 | $ 23,718 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - Common Units [Member] - shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common units issued | 55,348,821 | 45,348,663 |
Common units outstanding | 55,348,821 | 45,348,663 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue: | ||
Affiliate | $ 71,332 | $ 60,864 |
Third-party | 7,513 | 3,876 |
Total revenue | 78,845 | 64,740 |
Costs and expenses: | ||
Operating and maintenance expenses | 29,916 | 19,880 |
General and administrative expenses | 6,010 | 4,291 |
Depreciation and amortization | 8,721 | 6,643 |
Total costs and expenses | 44,647 | 30,814 |
Income from operations | 34,198 | 33,926 |
Other expense: | ||
Interest expense, net | (10,913) | (9,585) |
Amortization of loan fees and debt premium | (449) | (363) |
Accretion on discounted liabilities | (760) | 0 |
Net income | 22,076 | 23,978 |
Less: Net loss attributable to Predecessor | 0 | (1,279) |
Less: Net income attributable to noncontrolling interest | 4,719 | 4,022 |
Net income attributable to the partners | 17,357 | 21,235 |
Less: Net income attributable to the IDR holder | 0 | 2,959 |
Net income attributable to PBF Logistics LP unitholders | 17,357 | 18,276 |
Common Units [Member] | ||
Other expense: | ||
Net income attributable to the partners | $ 17,357 | $ 18,276 |
Net income per limited partner unit: | ||
Common - basic (in dollars per share) | $ 0.35 | $ 0.43 |
Common - diluted (in dollars per share) | $ 0.35 | $ 0.43 |
Weighted-average limited partner units outstanding: | ||
Common - basic (in shares) | 49,151,927 | 42,129,377 |
Common - diluted (in shares) | 49,318,133 | 42,236,092 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 22,076 | $ 23,978 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 8,721 | 6,643 |
Amortization of loan fees and debt premium | 449 | 363 |
Accretion on discounted liabilities | 760 | 0 |
Unit-based compensation expense | 964 | 834 |
Changes in operating assets and liabilities: | ||
Accounts receivable - affiliates | (6,879) | 8,336 |
Accounts receivable | 2,354 | 115 |
Prepaids and other current assets | (12) | (598) |
Accounts payable - affiliates | (3,385) | (2,984) |
Accounts payable and accrued liabilities | 13,302 | 6,908 |
Deferred revenue | (65) | (595) |
Other assets and liabilities | (76) | (75) |
Net cash provided by operating activities | 38,209 | 42,925 |
Cash flows from investing activities: | ||
Payments to Acquire Other Property, Plant, and Equipment | (11,220) | (3,953) |
Net cash used in investing activities | (11,220) | (3,953) |
Cash flows from financing activities: | ||
Distributions to unitholders | (27,951) | (23,058) |
Distributions to TVPC members | (6,500) | (5,000) |
Contribution from parent | 0 | 1,131 |
Proceeds from revolving credit facility | 16,000 | 0 |
Repayment of revolving credit facility | (12,000) | (9,700) |
Net cash used in financing activities | (30,451) | (36,627) |
Net change in cash and cash equivalents | (3,462) | 2,345 |
Cash and cash equivalents at beginning of year | 19,908 | 19,664 |
Cash and cash equivalents at end of period | 16,446 | 22,009 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accrued capital expenditures | 1,247 | 414 |
Contribution of net assets from PBF LLC | 259 | 0 |
Units issued in connection with the IDR Restructuring | 215,300 | 0 |
Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets | 482 | 0 |
Operating Segments [Member] | Non-Guarantor Subsidiaries [Member] | ||
Cash flows from operating activities: | ||
Net income | 0 | 0 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 0 | 0 |
Amortization of loan fees and debt premium | 0 | 0 |
Accretion on discounted liabilities | 0 | |
Unit-based compensation expense | 0 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable - affiliates | 0 | 0 |
Accounts receivable | 0 | 0 |
Prepaids and other current assets | 0 | 0 |
Accounts payable - affiliates | 0 | 0 |
Accounts payable and accrued liabilities | 0 | 0 |
Deferred revenue | 0 | 0 |
Other assets and liabilities | 0 | 0 |
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Payments to Acquire Other Property, Plant, and Equipment | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | 0 |
Distributions to TVPC members | 0 | 0 |
Contribution from parent | 0 | 0 |
Proceeds from revolving credit facility | 0 | |
Repayment of revolving credit facility | 0 | 0 |
Net cash used in financing activities | 0 | 0 |
Net change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of year | 0 | 0 |
Cash and cash equivalents at end of period | $ 0 | $ 0 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION PBF Logistics LP (“PBFX” or the “Partnership”) is a Delaware limited partnership formed in February 2013. PBF Logistics GP LLC (“PBF GP” or “our general partner”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of PBF LLC, and as of March 31, 2019 , owned 99.0% of the total economic interest in PBF LLC. In addition, PBF LLC is the sole managing member of PBF Holding Company LLC (“PBF Holding”), a Delaware limited liability company and affiliate of PBFX. PBF LLC owns 29,953,631 PBFX common units constituting an aggregate 54.1% limited partner interest in PBFX, with the remaining 45.9% limited partner interest owned by public unitholders as of March 31, 2019 . PBFX engages in the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates. The Partnership does not take ownership of or receive any payments based on the value of the crude oil, products, natural gas or intermediates that it handles and does not engage in the trading of any commodities. PBFX’s assets are integral to the operations of PBF Holding’s refineries, and as a result, the Partnership continues to generate a substantial majority of its revenue from transactions with PBF Holding. Additionally, certain of PBFX’s assets also generate revenue from third-party transactions. On February 28, 2019, the Partnership closed on an Equity Restructuring Agreement (the “IDR Restructuring Agreement”) with PBF LLC and PBF GP, pursuant to which PBFX’s incentive distribution rights (“IDRs”) held by PBF LLC were canceled and converted into 10,000,000 newly issued PBFX common units (the “IDR Restructuring”). Transaction costs related to the IDR Restructuring were $2,032 for the three months ended March 31, 2019 and were included in “General and administrative expenses” within the Partnership’s condensed consolidated statement of operations. Subsequent to the closing of the IDR Restructuring, no distributions were made to PBF LLC with respect to the IDRs and the newly issued PBFX common units are entitled to normal distributions. Principles of Combination and Consolidation and Basis of Presentation In connection with, and subsequent to, PBFX’s initial public offering (“IPO”), the Partnership has acquired certain assets from PBF LLC (collectively referred to as the “Contributed Assets”). Such acquisitions completed subsequent to the IPO were made through a series of drop-down transactions with PBF LLC (collectively referred to as the “Acquisitions from PBF”). The assets, liabilities and results of operations of the Contributed Assets prior to their acquisition by PBFX are collectively referred to as the “Predecessor.” The transactions through which PBFX acquired the Contributed Assets were transfers of assets between entities under common control. Accordingly, the accompanying condensed consolidated financial statements and related notes present the results of operations and cash flows of our Predecessor for all periods presented prior to the effective date of each transaction. The financial statements of our Predecessor have been prepared from the separate records maintained by PBF Energy and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Predecessor had been operated as an unaffiliated entity. See the Annual Report on Form 10-K for the year ended December 31, 2018 (the “ 2018 Form 10-K”) for additional information regarding the Acquisitions from PBF and the commercial agreements and amendments to other agreements with related parties executed in connection with these acquisitions. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, PBFX has included all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and the results of operations and cash flows of PBFX for the periods presented. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the full year. The Predecessor generally did not historically operate its respective assets for the purpose of generating revenues independent of other PBF Energy businesses prior to PBFX’s IPO or for assets acquired in the Acquisitions from PBF, prior to the effective dates of each transaction, with the exception of the Paulsboro Lube Oil Terminal (as defined in Note 3 “Acquisitions” of the Notes to Condensed Consolidated Financial Statements). All intercompany accounts and transactions have been eliminated. Recently Adopted Accounting Guidance In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) to increase the transparency and comparability about leases among entities. Additional ASUs have been issued subsequent to ASU 2016-02 to provide supplementary clarification and implementation guidance for leases related to, among other things, the application of certain practical expedients, the rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. ASU 2016-02 and these additional ASUs are now codified as Accounting Standards Codification Standard 842 - “Leases” (“ASC 842”). ASC 842 supersedes the lease accounting guidance in Accounting Standards Codification 840 “Leases” (“ASC 840”), and requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. The Partnership adopted ASC 842 effective January 1, 2019, using a modified retrospective approach. The adoption of ASC 842 resulted in the inclusion of less than $1,000 of operating leases recorded on the Partnership’s balance sheets, with operating lease right of use assets recorded in “Other non-current assets” and operating lease liabilities recorded in “Accounts payable and accrued liabilities” or “Other long-term liabilities” based on the future timing of lease payments. The adoption of ASC 842 did not materially impact the Partnership’s statements of operations or statements of cash flows. The Partnership’s condensed consolidated financial statements for the periods prior to the adoption of ASC 842 are not adjusted and are reported in accordance with the Partnership’s historical accounting policy. See Note 2 “Revenue” of the Notes to Condensed Consolidated Financial Statements for additional information about the impact of ASC 842 to the Partnership as a lessor. In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”) to provide updated guidance on goodwill impairment testing. Under ASU 2017-04, goodwill impairment analysis Step 2 would be eliminated. This step required a comparison of the implied fair value and carrying value of goodwill of the reporting unit. Subsequent to the effective date of ASU 2017-04, during the annual, or if applicable, interim goodwill impairment assessment, entities would perform the test by comparing the fair value of the reporting unit with the carrying value of the reporting unit. The impairment charge would be the excess amount of which carrying value is greater than fair value, with the total amount limited to the carrying value of goodwill. ASU 2017-04 is effective for goodwill impairment assessments beginning after December 15, 2019. Early adoption is permitted, and the Partnership adopted the new standard in its condensed consolidated financial statements and related disclosures effective January 1, 2019, which is expected to have an immaterial impact to the Partnership. |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2019 | |
Revenues [Abstract] | |
REVENUES | 2. REVENUE Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Partnership expects to be entitled to in exchange for those goods or services. As noted in Note 11 “Segment Information” of the Notes to Condensed Consolidated Financial Statements, the Partnership’s business consists of two reportable segments: (i) Transportation and Terminaling and (ii) Storage. The following table provides information relating to the Partnership’s revenues for each service category by segment for the periods presented: Three Months Ended 2019 2018 Transportation and Terminaling Segment Terminaling $ 32,353 $ 27,051 Pipeline 18,627 18,489 Other 14,979 12,131 Total 65,959 57,671 Storage Segment Storage 12,886 7,069 Total 12,886 7,069 Total Revenue $ 78,845 $ 64,740 PBFX recognizes revenue by charging fees for crude oil and refined products terminaling, storing and pipeline services based on the greater of the contractual minimum volume commitment (“MVC”), as applicable, or the delivery of actual volumes transferred or stored based on contractual rates applied to throughput or storage volumes. 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 handling barges and ships. Certain of these commercial agreements contain MVCs. Under these commercial agreements, if the Partnership’s customer fails to transport its minimum throughput volumes during any specified period, the customer will pay the Partnership a deficiency payment equal to the volume of the deficiency multiplied by the contractual rate then in effect. The deficiency payment is initially recorded as deferred revenue on the Partnership’s balance sheets for all contracts in which the MVC deficiency makeup period is contractually longer than a fiscal quarter. Certain of the Partnership’s customers may apply the amount of any such deficiency payments as a credit for volumes transported on the applicable pipeline or terminal system in excess of its MVC during the following quarters under the terms of the applicable agreement. The Partnership recognizes operating revenues for the deficiency payments when credits are used for volumes transported in excess of MVCs or at the end of the contractual period. If the Partnership determines, based on all available information, that it is remote that the Partnership’s customer will utilize these deficiency payments, the amount of the expected unused credits will be recognized as operating revenues in the period when that determination is made. The use or recognition of the credits is recorded as a reduction to deferred revenue. Storage Segment The Partnership earns storage revenue under the crude oil and refined products storage contracts through capacity reservation agreements, where the Partnership collects a fee for reserving storage capacity for customers in its facilities. Customers generally pay reservation fees based on the level of storage capacity reserved rather than the actual volumes stored. As of March 31, 2019 , future fees for MVCs to be received related to noncancelable commercial terminaling, pipeline and storage agreements were as follows: Remainder of 2019 $ 85,525 2020 111,550 2021 111,293 2022 90,038 2023 87,549 Thereafter 173,287 Total MVC payments to be received (1)(2) $ 659,242 (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 as it reflects our efforts to perform is excluded. (2) Arrangements deemed implicit leases are excluded from this table. Leases Lessor Disclosure Following the Adoption of ASC 842 The Partnership has leased certain of its assets under lease agreements with terms generally up to 15 years , including leases of storage, terminaling and pipeline assets. Some leases include options to terminate or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. The Partnership’s agreements do not generally 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 the 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 if PBF Holding refused to purchase it. 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, 2019, 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. Certain of the Partnership’s lease agreements include MVCs that are adjusted periodically for an index or rate. The leases are initially measured using the projected payments adjusted for the index or rate in effect at the commencement date. The Partnership’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Partnership expects to derive significant future benefits from its leased assets following the end of the lease term, as the remaining useful life would be sufficient to allow the Partnership to enter into new leases for such assets. In the normal course of business, the Partnership enters into contracts with PBF Holding and its refineries whereby PBF Holding and its refineries lease certain of the Partnership’s storage, terminaling and pipeline assets. The Partnership believes the terms and conditions under these leases are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. The terms for these affiliate leases range from one to fifteen years. Leases with affiliates represent approximately 93% of the undiscounted future rental income from the Partnership’s leased assets. These lease arrangements accounted for $36,087 and $28,973 of the Partnership’s revenue for the three months ended March 31, 2019 and 2018, respectively. Undiscounted Cash Flows The table below presents the fixed component of the undiscounted cash flows to be received for each of the first five years and the total remaining years for the Partnership’s operating leases as of March 31, 2019: Remainder of 2019 $ 120,583 2020 160,528 2021 159,415 2022 149,212 2023 147,851 Thereafter 361,562 Total undiscounted future cash to be received $ 1,099,151 Assets Under Lease The Partnership’s assets subject to lease are included in “Property, plant and equipment, net” within the Partnership’s condensed consolidated balance sheet. The table below quantifies by property, plant and equipment category the assets that are subject to lease as of March 31, 2019: March 31, Land $ 98,337 Pipelines 314,784 Terminals and equipment 49,309 Storage facilities 197,974 Construction in progress 4,487 664,891 Accumulated depreciation (57,044 ) Net assets under lease $ 607,847 Deferred Revenue The Partnership records deferred revenues when cash payments are received or due in advance of performance, including amounts which are refundable. Deferred revenue was $2,895 and $2,960 as of March 31, 2019 and December 31, 2018 , respectively. The decrease in the deferred revenue balance as of March 31, 2019 is primarily driven by the timing and extent of cash payments received in advance of satisfying the Partnership’s performance obligations for the comparative periods. The Partnership’s payment terms vary by the type and location of our customer and the services offered. The period between invoicing and when payment is due is not significant (i.e., generally within two months). For certain services and customer types, the Partnership requires payment before the services are performed for the customer. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Third-Party Acquisitions Knoxville Terminals Purchase On April 16, 2018, the Partnership’s wholly-owned subsidiary, PBF Logistics Products Terminals LLC (“PLPT”), completed the purchase of two refined product terminals located in Knoxville, Tennessee (the “Knoxville Terminals Purchase”), which include product tanks, pipeline connections to the Colonial Pipeline Company and Plantation Pipe Line Company pipeline systems and truck loading facilities (the “Knoxville Terminals”) from Cummins Terminals, Inc. (“Cummins”). The aggregate purchase price for the Knoxville Terminals Purchase was $58,000 , excluding working capital. The consideration was financed through a combination of cash on hand and borrowings under the Partnership’s Revolving Credit Facility (as defined in Note 6 “Debt” of the Notes to Condensed Consolidated Financial Statements). The final purchase price and fair value allocation were completed as of December 31, 2018. PBFX accounted for the Knoxville Terminals Purchase as a business combination under GAAP whereby the Partnership recognizes assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition. Any excess consideration transferred over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows: Purchase Price Gross purchase price $ 58,000 Working capital 356 Total consideration $ 58,356 The following table summarizes the final amounts recognized for assets acquired and liabilities assumed as of the acquisition date: Fair Value Allocation Prepaids and other current assets $ 356 Property, plant and equipment 45,768 Intangibles* 5,900 Goodwill 6,332 Fair value of net assets acquired $ 58,356 * Intangibles are included in “Other non-current assets” within the Partnership’s condensed consolidated balance sheets. The Partnership’s condensed consolidated financial statements for the three months ended March 31, 2019 include the results of operations of the Knoxville Terminals subsequent to the Knoxville Terminals Purchase whereas the same period in 2018 does not include the results of operations of such assets. On an unaudited pro forma basis, the revenues and net income of PBFX assuming the acquisition had occurred on January 1, 2017, for the periods indicated, are shown below. The unaudited pro forma information does not purport to present what PBFX’s actual results would have been had the Knoxville Terminals Purchase occurred on January 1, 2017, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense related to the acquisition and interest expense associated with the Knoxville Terminals Purchase financing. Three Months Ended March 31, 2018 (Unaudited) Pro forma revenues $ 67,724 Pro forma net income attributable to PBF Logistics LP unitholders: 18,490 East Coast Storage Assets Acquisition On October 1, 2018, the Partnership closed the purchase of CPI Operations LLC (“CPI”), whose assets include a storage facility with multi-use storage capacity, an Aframax-capable marine facility, a rail facility, a truck terminal, equipment, contracts and certain other idled assets (collectively, the “East Coast Storage Assets”) located on the Delaware River near Paulsboro, New Jersey (the “East Coast Storage Assets Acquisition”), which had been contemplated by an agreement dated as of July 16, 2018 between the Partnership and Crown Point International LLC (“Crown Point”). Additionally, the East Coast Storage Assets Acquisition includes an earn-out provision related to an existing commercial agreement with a third party, based on the results of restarting certain of the acquired idled assets (the “Contingent Consideration”), which are expected to be restarted in the fourth quarter of 2019. The aggregate purchase price for the East Coast Storage Assets Acquisition was $126,989 , including working capital and the Contingent Consideration, which was comprised of an initial payment at closing of $75,000 with a remaining balance of $32,000 payable one year after closing. The residual purchase consideration consists of the Contingent Consideration. The consideration was financed through a combination of cash on hand and borrowings under the Partnership’s Revolving Credit Facility (as defined in Note 6 “Debt” of the Notes to Condensed Consolidated Financial Statements). The fair value allocation is subject to adjustment pending completion of the final purchase valuation, which was in process as of March 31, 2019. PBFX accounted for the East Coast Storage Assets Acquisition as a business combination under GAAP whereby the Partnership recognizes assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition. The total purchase consideration and the estimated fair values of the assets and liabilities at the acquisition date were as follows: Purchase Price Gross purchase price* $ 105,900 Estimated working capital adjustments (11 ) Contingent Consideration ** 21,100 Total consideration $ 126,989 * Includes $30,900 net present value payable of $32,000 due to Crown Point one year after closing, which is included in “Accounts payable and accrued liabilities” within the Partnership’s condensed consolidated balance sheets. ** Contingent Consideration is included in “Other long-term liabilities” within the Partnership’s condensed consolidated balance sheets. The following table summarizes the estimated amounts recognized for assets acquired and liabilities assumed as of the acquisition date: Fair Value Allocation Accounts receivable $ 436 Prepaids and other current assets 1,770 Property, plant and equipment 114,406 Intangibles* 13,300 Accounts payable and accrued liabilities (2,173 ) Other long-term liabilities (750 ) Estimated fair value of net assets acquired $ 126,989 * Intangibles are included in “Other non-current assets” within the Partnership’s condensed consolidated balance sheets. The East Coast Storage Assets Acquisition includes consideration in the form of the Contingent Consideration. Pursuant to the agreement, the Partnership and Crown Point will share equally in the future operating profits of the restarted assets, as defined in the agreement, over a contractual term of up to three years starting in 2020. The Partnership recorded the Contingent Consideration based on its estimated fair value of $21,100 at the acquisition date, which was recorded in “Other long-term liabilities” within the Partnership’s condensed consolidated balance sheets. The Partnership’s condensed consolidated financial statements for the three months ended March 31, 2019 include the results of operations of the East Coast Storage Assets subsequent to the East Coast Storage Assets Acquisition. The same period in 2018 does not include the results of operations of such assets. On an unaudited pro forma basis, the revenues and net income of PBFX assuming the acquisition had occurred on January 1, 2017, for the periods indicated, are shown below. The unaudited pro forma information does not purport to present what PBFX’s actual results would have been had the East Coast Storage Assets Acquisition occurred on January 1, 2017, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense related to the acquisition and interest expense associated with the East Coast Storage Assets Acquisition financing. Three Months Ended March 31, 2018 (Unaudited) Pro forma revenues $ 70,548 Pro forma net income attributable to PBF Logistics LP unitholders: 16,200 Acquisitions from PBF The following Acquisition from PBF was a transaction between affiliate companies. As a result, the acquisition was accounted for as a transfer of assets between entities under common control under GAAP. The assets and liabilities of the Acquisition from PBF were transferred at their historical carrying value. Development Assets Acquisition On July 16, 2018, the Partnership entered into four contribution agreements with PBF LLC pursuant to which PBF Energy contributed to PBFX certain of its subsidiaries (the “Development Assets Contribution Agreements”). Pursuant to the Development Assets Contribution Agreements, the Partnership acquired from PBF LLC all of the issued and outstanding limited liability company interests of: Toledo Rail Logistics Company LLC (“TRLC”), whose assets consist of a loading and unloading rail facility located at PBF Holding’s Toledo Refinery (the “Toledo Rail Products Facility”); Chalmette Logistics Company LLC (“CLC”), whose assets consist of a truck loading rack facility (the “Chalmette Truck Rack”) and a rail yard facility (the “Chalmette Rosin Yard”), both of which are located at PBF Holding’s Chalmette Refinery; Paulsboro Terminaling Company LLC (“PTC”), whose assets consist of a lube oil terminal facility located at PBF Holding’s Paulsboro Refinery (the “Paulsboro Lube Oil Terminal”); and DCR Storage and Loading Company LLC (“DSLC”), whose assets consist of an ethanol storage facility located at PBF Holding’s Delaware City Refinery (the “Delaware Ethanol Storage Facility” and collectively with the Toledo Rail Products Facility, the Chalmette Truck Rack, the Chalmette Rosin Yard, and the Paulsboro Lube Oil Terminal, the “Development Assets”). The acquisition of the Development Assets closed on July 31, 2018 for total consideration of $31,586 , consisting of 1,494,134 common units issued to PBF LLC (the “Development Assets Acquisition”). Acquisition Expenses PBFX incurred acquisition related costs of $121 and $483 for the three months ended March 31, 2019 and 2018, respectively, primarily consisting of consulting and legal expenses related to pending and non-consummated acquisitions. These costs are included in “General and administrative expenses” within the Partnership’s condensed consolidated statement of operations. |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: March 31, December 31, Land $ 115,957 $ 115,957 Pipelines 337,536 337,474 Terminals and equipment 277,877 259,441 Storage facilities 215,816 213,937 Construction in progress 7,937 20,439 955,123 947,248 Accumulated depreciation (93,506 ) (85,131 ) Property, plant and equipment, net $ 861,617 $ 862,117 Depreciation expense was $8,596 and $6,643 for the three months ended March 31, 2019 and 2018 , respectively. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES | . INTANGIBLES The Partnership’s net intangible balance consisted of the following: March 31, December 31, Customer contracts $ 13,300 $ 13,300 Customer relationships 5,900 5,900 19,200 19,200 Accumulated amortization (520 ) (395 ) Total intangibles* $ 18,680 $ 18,805 * Intangibles are included in “Other non-current assets” within the Partnership’s condensed consolidated balance sheets. Amortization expense was $125 and $0 for the three months ended March 31, 2019 and 2018 , respectively. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Total debt was comprised of the following: March 31, December 31, 2023 Notes $ 525,000 $ 525,000 Revolving credit facility (a)(b) 160,000 156,000 Total debt outstanding 685,000 681,000 Unamortized debt issuance costs (9,903 ) (10,496 ) Unamortized 2023 Notes premium 2,676 2,820 Net carrying value of debt $ 677,773 $ 673,324 ___________________ (a) PBFX had $4,110 outstanding letters of credit and $335,890 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, 2019 . (b) During the three months ended March 31, 2019 , PBFX made repayments of $12,000 and borrowed $16,000 under the Revolving Credit Facility to fund capital expenditures and working capital requirements. Fair Value Measurement A fair value hierarchy (Level 1, Level 2, or Level 3) is used to categorize fair value amounts based on the quality of inputs used to measure fair value. Accordingly, fair values derived from Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities. Fair values derived from Level 2 inputs are based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are either directly or indirectly observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The estimated fair value of the Revolving Credit Facility approximates its carrying value, categorized as a Level 2 measurement, as this borrowing bears interest based upon short-term floating market interest rates. The estimated fair value of the Partnership’s 6.875% Senior Notes due 2023 (the “2023 Notes”), categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the 2023 Notes and was approximately $536,938 and $515,336 at March 31, 2019 and December 31, 2018 , 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 $685,000 and $696,938 as of March 31, 2019 , respectively, and $681,000 and $671,336 as of December 31, 2018 , respectively. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
EQUITY | EQUITY PBFX had 25,395,190 common units held by the public outstanding as of March 31, 2019 . PBF LLC owns 29,953,631 of PBFX’s common units constituting an aggregate of 54.1% of PBFX’s limited partner interest as of March 31, 2019 . Share Activity The partnership agreement authorizes PBFX to issue an unlimited number of additional partnership interests for the consideration and on the terms and conditions determined by PBFX’s general partner without the approval of the unitholders. It is possible that PBFX will fund future acquisitions through the issuance of additional common units, subordinated units or other partnership interests. The following table presents changes in PBFX common units outstanding: Three Months Ended March 31, 2019 2018 Balance at beginning of period 45,348,663 41,900,708 Vesting of phantom units, net of forfeitures 158 — New units issued 10,000,000 — Balance at end of period 55,348,821 41,900,708 On February 28, 2019, as a result of the closing of the IDR Restructuring, PBFX’s IDRs held by PBF LLC were canceled and converted into 10,000,000 newly issued PBFX common units. Additionally, 233,993 of the Partnership’s phantom units issued under the PBFX 2014 Long-Term Incentive Plan (“LTIP”) vested and were converted into common units held by certain directors, officers and current and former employees of our general partner or its affiliates during the year ended December 31, 2018 . Holders of any additional common units PBFX issues will be entitled to share equally with the then-existing common unitholders in PBFX’s distributions of available cash. Noncontrolling Interest PBFX’s wholly-owned subsidiary, PBFX Operating Company LP (“PBF Op Co”), holds a 50% controlling interest in Torrance Valley Pipeline Company LLC (“TVPC”), with the other 50% interest in TVPC held by TVP Holding Company LLC (“TVP Holding”), a subsidiary of PBF Holding. PBFX Op Co is the sole managing member of TVPC. PBFX, through its ownership of PBFX Op Co, consolidates the financial results of TVPC and records a noncontrolling interest for the economic interest in TVPC held by TVP Holding. Noncontrolling interest on the condensed consolidated statements of operations includes the portion of net income or loss attributable to the economic interest in TVPC held by TVP Holding. Noncontrolling interest on the condensed consolidated balance sheets includes the portion of net assets of TVPC attributable to TVP Holding. Equity Activity The following tables summarize the changes in the carrying amount of the Partnership’s equity during the three months ended March 31, 2019 and 2018 : Common Units Noncontrolling Interest Total Equity Balance at December 31, 2018 $ 23,718 $ 169,472 $ 193,190 Quarterly distributions to unitholders (28,313 ) — (28,313 ) Distributions to TVPC members — (6,500 ) (6,500 ) Net income attributable to the partners 17,357 4,719 22,076 Unit-based compensation expense 964 — 964 Other 259 — 259 Balance at March 31, 2019 $ 13,985 $ 167,691 $ 181,676 Net Investment Common Units IDR Holder Noncontrolling Interest Total Equity Balance at December 31, 2017 $ 10,665 $ (17,544 ) $ 2,736 $ 171,903 $ 167,760 Net loss attributable to the Development Assets (1,279 ) — — — (1,279 ) Contributions to the Development Assets 1,131 — — — 1,131 Quarterly distributions to unitholders (including IDRs) ($0.4850 per unit) — (20,618 ) (2,736 ) — (23,354 ) Distributions to TVPC members — — — (5,000 ) (5,000 ) Net income attributable to the partners — 18,276 2,959 4,022 25,257 Unit-based compensation expense — 834 — — 834 Other — (11 ) — — (11 ) Balance at March 31, 2018 $ 10,517 $ (19,063 ) $ 2,959 $ 170,925 $ 165,338 Cash Distributions PBFX’s partnership agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the unitholders and general partner will receive. During the three months ended March 31, 2019 , PBFX made a distribution payment as follows: Related Earnings Period: Q4 2018 Distribution date March 14, 2019 Record date March 1, 2019 Per unit $ 0.5050 To public common unitholders $ 12,825 To PBF LLC 15,126 Total distribution $ 27,951 The allocation of total quarterly distributions to general and limited partners for the three months ended March 31, 2019 and 2018 is shown in the table below. The Partnership’s distributions are declared subsequent to quarter end (distributions of $0.5100 and $0.4900 per unit declared for the three months ended March 31, 2019 and 2018, respectively); therefore, the table represents total estimated distributions applicable to the period in which the distributions are earned: Three Months Ended 2019 2018 IDR - PBF LLC (1) $ — $ 2,959 Limited partners’ distributions: Common 31,952 20,847 Total distributions 31,952 23,806 Total cash distributions (2) $ 31,716 $ 23,582 (1) Subsequent to the closing of the IDR Restructuring, the IDRs were canceled, no distributions were made to PBF LLC with respect to the IDRs and the newly issued PBFX common units are entitled to normal distributions. (2) Excludes phantom unit distributions which are accrued and paid upon vesting. |
NET INCOME PER UNIT
NET INCOME PER UNIT | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
NET INCOME PER UNIT | NET INCOME PER UNIT Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to PBFX’s unitholders are determined in relation to actual distributions declared and are not based on the net income (loss) allocations used in the calculation of net income (loss) per unit. Diluted net income per unit includes the effect of potentially dilutive units of PBFX’s common units that consist of unvested phantom units. There were no anti-dilutive phantom units for the three months ended March 31, 2019 and 2018. In addition to the common units, PBFX has also identified the IDRs (prior to the IDR Restructuring) as participating securities and used the two-class method when calculating the net income per unit applicable to limited partners that is based on the weighted-average number of common units outstanding during the prior period. On February 28, 2019, PBFX closed the IDR Restructuring, which canceled and converted PBFX’s IDRs held by PBF LLC into 10,000,000 newly issued PBFX common units. Subsequently, no distributions were made to PBF LLC with respect to the IDRs and the newly issued PBFX common units are entitled to normal distributions. When calculating basic earnings per unit under the two-class method for a master limited partnership, net income for the current reporting period is reduced by the amount of available cash that has been or will be distributed to the limited partners and IDR holder (prior to the IDR Restructuring) for that reporting period. The following table shows the calculation of earnings less distributions: Three Months Ended March 31, 2019 Limited Partner Common Units Net income attributable to the partners: Distributions declared $ 31,952 Earnings less distributions (14,595 ) Net income attributable to the partners $ 17,357 Weighted-average units outstanding - basic 49,151,927 Weighted-average units outstanding - diluted 49,318,133 Net income per limited partner unit - basic $ 0.35 Net income per limited partner unit - diluted $ 0.35 Three Months Ended March 31, 2018 Limited Partner Common Units IDRs - PBF LLC Total Net income attributable to the partners: Distributions declared $ 20,847 $ 2,959 $ 23,806 Earnings less distributions (2,571 ) — (2,571 ) Net income attributable to the partners $ 18,276 $ 2,959 $ 21,235 Weighted-average units outstanding - basic 42,129,377 Weighted-average units outstanding - diluted 42,236,092 Net income per limited partner unit - basic $ 0.43 Net income per limited partner unit - diluted $ 0.43 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Certain of PBFX’s assets are collocated with PBF Holding’s Delaware City Refinery, and are located in Delaware’s coastal zone where certain activities are regulated under the Delaware Coastal Zone Act (the “CZA”). Therefore, determinations regarding the CZA that impact the Delaware City Refinery may potentially adversely impact the Partnership’s assets even if the Partnership is not directly involved. The Delaware City Refinery appealed a Notice of Penalty Assessment and Secretary’s Order issued in March 2017 (the “2017 Secretary’s Order”), including a $150 fine, alleging violation of a 2013 Secretary’s Order authorizing crude oil shipment by barge (the “2013 Secretary’s Order”). The Delaware Department of Natural Resources and Environmental Control’s (“DNREC”) determined that the Delaware City Refinery had violated the 2013 Secretary’s Order by failing to make timely and full disclosure to DNREC about the nature and extent of certain shipments and had misrepresented the number of shipments that went to other facilities. The Notice of Penalty Assessment and 2017 Secretary’s Order conclude that the 2013 Secretary’s Order was violated by the Delaware City Refinery by shipping crude oil from the Partnership’s Delaware City assets to three locations other than PBF Holding’s Paulsboro Refinery, on 15 days in 2014, making a total of 17 separate barge shipments containing approximately 35,700,000 gallons of crude oil in total. On April 28, 2017, the Delaware City Refinery appealed the Notice of Penalty Assessment and 2017 Secretary’s Order. On March 5, 2018, the Notice of Penalty Assessment was settled by DNREC, the Delaware Attorney General and the Delaware City Refinery for $100 . The Delaware City Refinery made no admissions with respect to the alleged violations and agreed to request a CZA status decision prior to making crude oil shipments to destinations other than the Paulsboro Refinery. The Delaware City Refinery has paid the penalty. The CZA status decision was submitted to the DNREC and the outstanding appeal was withdrawn as required under the settlement agreement. On December 28, 2016, DNREC issued a CZA permit (the “Ethanol Permit”) to the Delaware City Refinery allowing the utilization of existing tanks and existing marine loading equipment at their existing facilities to enable denatured ethanol to be loaded from storage tanks to marine vessels and shipped to offsite facilities. On January 13, 2017, the issuance of the Ethanol Permit was appealed by two environmental groups. On February 27, 2017, the Coastal Zone Industrial Board (the “Coastal Zone Board”) held a public hearing and dismissed the appeal, determining that the appellants did not have standing. The appellants filed an appeal of the Coastal Zone Board’s decision with the Delaware Superior Court (the “Superior Court”) on March 30, 2017. On January 19, 2018, the Superior Court rendered an Opinion regarding the decision of the Coastal Zone Board to dismiss the appeal of the Ethanol Permit for the ethanol project. The Judge determined that the record created by the Coastal Zone Board was insufficient for the Superior Court to make a decision, and therefore remanded the case back to the Coastal Zone Board to address the deficiency in the record. Specifically, the Superior Court directed the Coastal Zone Board to address any evidence concerning whether the appellants’ claimed injuries would be affected by the increased quantity of ethanol shipments. On remand, the Coastal Zone Board met on January 28, 2019 and reversed its previous decision on standing, ruling that the appellants have standing to appeal the issuance of the Ethanol Permit. The Delaware City Refinery is currently evaluating its appeal options. On October 19, 2017, the Delaware City Refinery received approval from DNREC for the construction and operation of the ethanol marketing project to allow for a combined total loading of up to 10,000 barrels per day (“bpd”), on an annual average basis, of ethanol on to marine vessels at the marine piers and the terminal truck loading rack, subject to certain operational and emissions limitations as well as other conditions. On the same date, Delaware City Logistics Company LLC (“DCLC”) received DNREC approval for the construction of (i) four additional loading arms for each of lanes 4, 10 and 11 for purposes of loading ethanol at its truck loading rack and (ii) a vapor vacuum control system for loading lanes connected to the existing vapor recovery unit located at its terminal in Delaware City. This approval is also subject to certain operational and emission limitations as well as other conditions. Environmental Matters PBFX’s assets, along with PBF Energy’s refineries, are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and the composition of fuels. Compliance with existing and anticipated laws and 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. In connection with PBF Holding’s acquisition of the Delaware City Refinery assets, Valero Energy Corporation (“Valero”) remains responsible for certain pre-acquisition environmental obligations up to $20,000 and the predecessor to Valero in ownership of the refinery retains other historical obligations. In connection with its acquisition of the Delaware City Refinery assets and the Paulsboro Refinery, PBF Holding and Valero purchased ten -year, $75,000 environmental insurance policies to insure against unknown environmental liabilities at each site. In connection with PBF Holding’s Toledo Refinery acquisition, Sunoco Inc. (R&M) remains responsible for environmental remediation for conditions that existed on the closing date for twenty years from March 1, 2011, subject to certain limitations. In connection with its purchase of the four refined product terminals from Plains All American Pipeline, L.P. (“Plains”), the Partnership is responsible for the environmental remediation costs for conditions that existed on the closing date up to a maximum of $250 per year for ten years, with Plains remaining responsible for any and all additional costs above such amounts during such period. The environmental liability of $1,501 recorded as of March 31, 2019 ( $1,570 as of December 31, 2018 ) represents the present value of expected future costs discounted at a rate of 1.83% . At March 31, 2019 , the undiscounted liability is $1,621 and the Partnership expects to make aggregate payments for this liability of $1,250 over the next five years. The current portion of the environmental liability is recorded in “Accounts payable and accrued liabilities” and the non-current portion is recorded in “Other long-term liabilities” within the Partnership’s condensed consolidated balance sheets. During the three months ended March 31, 2019, the Partnership notified certain agencies of an oil sheen in the Schuylkill River potentially sourcing from one of our facilities. Clean up was immediately initiated, and oil is no longer being released into the waterway. The source of the oil is currently under investigation. Although full clean-up and remediation costs have not been finalized, it is not expected to be material to the Partnership. In connection with PBF Holding’s acquisition of the Torrance Refinery and related logistics assets, PBF Holding is responsible for all known and unknown environmental liabilities at each site acquired in connection with the acquisition. The total estimated liability of known environmental obligations associated with the San Joaquin Valley pipeline system, which consists of the M55, M1 and M70 crude pipeline systems including pipeline stations with storage capacity and truck unloading capacity (the “Torrance Valley Pipeline”), was $538 as of March 31, 2019 ( $132 as of December 31, 2018 ). In accordance with the contribution agreement associated with the Partnership’s acquisition of a 50% equity interest in TVPC from PBF LLC (the “TVPC Acquisition”), PBF Holding has indemnified the Partnership for any and all costs associated with environmental remediation for obligations that existed on or before August 31, 2016, including all known or unknown events, which includes the recorded liability of approximately $538 . As of March 31, 2019 , the Partnership expects to make the full aggregate payment for this liability within the next five years. The current portion of the environmental liability is recorded in “Accounts payable and accrued liabilities” and the non-current portion is recorded in “Other long-term liabilities” within the Partnership’s condensed consolidated balance sheets. PBFX has recorded a receivable from PBF Holding in “Accounts receivable - affiliates” within the Partnership’s condensed consolidated balance sheets for such anticipated payments related to the known pre-existing Torrance Valley Pipeline environmental obligations for which PBFX is indemnified. In connection with the purchase of the Toledo, Ohio refined products terminal assets from Sunoco Logistics Partners L.P. (“Sunoco”) by the Partnership’s wholly-owned subsidiary, PLPT, the Partnership did not assume and is currently not aware of any pre-existing environmental obligations. If pre-acquisition environmental obligations are identified, Sunoco is responsible for any liabilities up to $2,000 identified to have occurred since 2002. For liabilities arising prior to 2002, Sunoco is indemnified by the prior owner under an agreement between Sunoco and the prior owner, and the Partnership is entitled to be reimbursed for all amounts paid related to such liabilities on a full pass-through basis. In connection with the Knoxville Terminals Purchase, the Partnership did not assume, and is currently not aware of, any pre-existing environmental obligations. Additionally, the Partnership and Cummins purchased a ten -year, $30,000 environmental insurance policy against unknown environmental liabilities. For items not covered by the insurance policy, Cummins remains responsible for pre-acquisition environmental obligations up to $5,800 . In connection with the East Coast Storage Assets Acquisition, the Partnership assumed the pre-existing environmental obligations associated with the East Coast Storage Assets. The total estimated liability of known environmental obligations associated with the East Coast Storage Assets was $885 as of March 31, 2019 ( $885 as of December 31, 2018 ). As of March 31, 2019 , the Partnership expects to make aggregate payments for this liability of $430 over the next five years. The current portion of the environmental liability is recorded in “Accounts payable and accrued liabilities” and the non-current portion is recorded in “Other long-term liabilities” within the Partnership’s condensed consolidated balance sheets. Additionally, the Partnership and Crown Point purchased a ten -year, $30,000 environmental insurance policy with a retention of not less than $500 against unknown environmental liabilities. Contingent Consideration In connection with the East Coast Storage Assets Acquisition, the purchase agreement between the Partnership and Crown Point included the Contingent Consideration. Pursuant to the agreement, the Partnership and Crown Point will share equally in the future operating profits of the restarted assets, as defined in the agreement, over a contractual term of up to three years starting in 2020. The Contingent Consideration was $22,046 as of March 31, 2019 ( $21,100 as of December 31, 2018) representing the present value of expected future payments discounted at a blended rate of 8.79% and is recorded in “Other long-term liabilities” within the Partnership’s condensed consolidated balance sheets. At March 31, 2019 , the estimated undiscounted liability totaled $27,978 , based on the Partnership’s anticipated total annual earn-out payments. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Agreements with PBF Energy Entities Commercial Agreements PBFX currently derives the majority of its revenue from long-term, fee-based agreements with PBF Holding, supported by MVCs as applicable and contractual fee escalations for inflation adjustments and certain increases in operating costs. PBFX believes the terms and conditions under these agreements, as well as the Omnibus Agreement (as defined below) and the Services Agreement (as 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. See the 2018 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 2019 . The following are commercial agreements entered into between PBFX and PBF Holding during 2019 : Agreements Initiation Date Initial Term Renewals (a) MVC Force Majeure Transportation and Terminaling Amended and Restated Rail Agreements (b) 5/8/2014 7 years, 8 months N/A 125,000 bpd PBFX or PBF Holding can declare Delaware Pipeline Services Agreement- Magellan Connection 11/1/2016 2 years, 5 months See note (c) N/A Delaware City Terminaling Services Agreement (d) 1/1/2022 4 years 2 x 5 95,000 bpd Storage East Coast Storage Assets Terminal Storage Agreement 1/1/2019 8 years Evergreen 2,953,725 barrels (e) PBFX or PBF Holding can declare ___________________ (a) PBF Holding has the option to extend the agreements for up to two additional five -year terms, as applicable. (b) In 2019, the Partnership amended (effective as of January 1, 2019) the existing Amended and Restated Rail Agreements between Delaware City Terminaling Company LLC (“DCTC”) and PBF Holding for the inclusion of services through certain rail infrastructure at the East Coast Storage Assets. (c) In connection with the inclusion of an additional destination at the Magellan connection under the Delaware Pipeline Services Agreement, Delaware Pipeline Company LLC (“DPC”) and PBF Holding (the “Delaware Pipeline Services Agreement”) agreed to a two-year, five-month MVC (the “Magellan MVC”) under the Delaware Pipeline Services Agreement. The Magellan MVC expired on March 31, 2019. (d) The Delaware City Terminaling Services Agreement between DCTC and PBF Holding will commence in 2022 subsequent to the expiration of the Amended and Restated Rail Agreements and includes additional services to be provided by PBFX as operator of other rail facilities owned by PBF Holding’s subsidiaries. (e) Reflects the overall shell capacity as stipulated by the storage agreement. The storage MVC is subject to the effective operating capacity of each tank, which can be impacted by routine tank maintenance and other factors. Other Agreements In addition to the commercial agreements described above, PBFX has entered into an omnibus agreement with PBF GP, PBF LLC and PBF Holding, which has been amended and restated in connection with certain of the Acquisitions from PBF (as amended, the “Omnibus Agreement”). This agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees. 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. See the 2018 Form 10-K for a more complete description of the Omnibus Agreement and the Services Agreement. Summary of Transactions A summary of revenue and expense transactions with the Partnership’s affiliates, including expenses directly charged and allocated to the Partnership, is as follows: Three Months Ended March 31, 2019 2018 Revenue $ 71,332 $ 60,864 Operating and maintenance expenses 2,105 1,674 General and administrative expenses 1,762 1,700 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 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 2018 Form 10-K. The Partnership’s operating segments are organized into two reportable segments, Transportation and Terminaling and Storage. Operations that are not included in either the Transportation and Terminaling or the Storage segments are included in Corporate. 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 facilities capable of handling crude oil, refined products and intermediates. Revenues are generated from third-party transactions as well as commercial agreements entered into with PBF Holding under which the Partnership receives fees for transportation, terminaling and storage of crude oil, refined products and natural gas. The commercial agreements with PBF Holding are described in Note 10 “Related Party Transactions” of the Notes to Condensed Consolidated Financial Statements. The Partnership does not have any foreign operations. 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 specific to a reporting segment. Three Months Ended March 31, 2019 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 65,959 $ 12,886 $ — $ 78,845 Depreciation and amortization expense 6,901 1,820 — 8,721 Income (loss) from operations 36,551 3,657 (6,010 ) 34,198 Interest expense, net, amortization of loan fees and debt premium and accretion on discounted liabilities — — 12,122 12,122 Capital expenditures 10,544 676 — 11,220 Three Months Ended March 31, 2018 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 57,671 $ 7,069 $ — $ 64,740 Depreciation and amortization expense 5,718 925 — 6,643 Income (loss) from operations 34,226 3,991 (4,291 ) 33,926 Interest expense, net and amortization of loan fees and debt premium — — 9,948 9,948 Capital expenditures 3,867 86 — 3,953 Balance at March 31, 2019 Transportation and Terminaling Storage Corporate Consolidated Total Total assets $ 733,191 $ 221,319 $ 2,737 $ 957,247 Balance at December 31, 2018 Transportation and Terminaling Storage Corporate Consolidated Total Total assets $ 731,505 $ 219,326 $ 5,522 $ 956,353 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Cash Distribution On May 1, 2019, PBF GP’s board of directors announced a cash distribution, based on the results of the first quarter of 2019, of $0.5100 per unit. The distribution is payable on May 30, 2019 to PBFX unitholders of record at the close of business on May 15, 2019. April Registered Direct Offering On April 24, 2019, the Partnership entered into subscription agreements to sell an aggregate of 6,585,500 common units to certain institutional investors in a registered direct public offering (the “April Registered Direct Offering”) for gross proceeds of approximately $135,000 . The April Registered Direct Offering closed on April 29, 2019. TVPC Acquisition On April 24, 2019, the Partnership entered into a Contribution Agreement with PBF LLC pursuant to which PBF LLC will contribute to the Partnership all of the issued and outstanding limited liability interests of TVP Holding for total consideration of $200,000 (the “TVPC Acquisition”). Subsequent to the completion of the transaction, which is expected to close in the second quarter of 2019, the Partnership will own 100% of TVPC. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2019 | |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [Abstract] | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS DCLC, DPC, DCTC, Toledo Terminaling Company LLC, PLPT, PBFX Op Co, TVPC, Paulsboro Natural Gas Pipeline Company LLC, TRLC, CLC, PTC, DSLC and CPI serve as guarantors of the obligations under the 2023 Notes. These guarantees are full and unconditional and joint and several. For purposes of the following footnote, the Partnership is referred to as “Issuer.” The indenture dated May 12, 2015, as supplemented, among the Partnership, PBF Logistics Finance Corporation (“PBF Logistics Finance”), the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, governs subsidiaries designated as “Guarantor Subsidiaries.” In addition, PBF LLC provides a limited guarantee of collection of the principal amount of the 2023 Notes, but is not otherwise subject to the covenants of the indenture. Refer to PBF LLC’s condensed consolidated financial statements, which are included in its Quarterly Report on Form 10-Q for the period ended March 31, 2019 . The 2023 Notes were co-issued by PBF Logistics Finance. For purposes of the following footnote, PBF Logistics Finance is referred to as “Co-Issuer.” The Co-Issuer has no independent assets or operations. The following supplemental combining and condensed consolidating financial information reflects the Issuer’s separate accounts, the combined accounts of the Guarantor Subsidiaries, the combining and consolidating adjustments and eliminations and the Issuer’s consolidated accounts for the dates and periods indicated. For purposes of the following combining and consolidating information, the Issuer’s investment in its subsidiaries and the Guarantor Subsidiaries’ investment in its subsidiaries are accounted for under the equity method of accounting. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET March 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 1,457 $ 14,989 $ — $ — $ 16,446 Accounts receivable - affiliates 119 43,812 — — 43,931 Accounts receivable 365 4,792 — — 5,157 Prepaids and other current assets 796 3,814 — — 4,610 Due from related parties 172,765 601,135 — (773,900 ) — Total current assets 175,502 668,542 — (773,900 ) 70,144 Property, plant and equipment, net — 861,617 — — 861,617 Goodwill — 6,332 — — 6,332 Other non-current assets — 19,154 — — 19,154 Investment in subsidiaries 1,169,668 — — (1,169,668 ) — Total assets $ 1,345,170 $ 1,555,645 $ — $ (1,943,568 ) $ 957,247 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 755 $ 3,959 $ — $ — $ 4,714 Accounts payable and accrued liabilities 51,522 14,100 — — 65,622 Deferred revenue — 2,895 — — 2,895 Due to related parties 601,135 172,765 — (773,900 ) — Total current liabilities 653,412 193,719 — (773,900 ) 73,231 Long-term debt 677,773 — — — 677,773 Other long-term liabilities — 24,567 — — 24,567 Total liabilities 1,331,185 218,286 — (773,900 ) 775,571 Commitments and contingencies (Note 9) Equity: Net investment — 1,169,668 — (1,169,668 ) — Common unitholders 13,985 — — — 13,985 Total PBF Logistics LP equity 13,985 1,169,668 — (1,169,668 ) 13,985 Noncontrolling interest — 167,691 — — 167,691 Total equity 13,985 1,337,359 — (1,169,668 ) 181,676 Total liabilities and equity $ 1,345,170 $ 1,555,645 $ — $ (1,943,568 ) $ 957,247 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 4,010 $ 15,898 $ — $ — $ 19,908 Accounts receivable - affiliates 9 37,043 — — 37,052 Accounts receivable 365 7,146 — — 7,511 Prepaids and other current assets 1,137 3,461 — — 4,598 Due from related parties 161,613 561,605 — (723,218 ) — Total current assets 167,134 625,153 — (723,218 ) 69,069 Property, plant and equipment, net — 862,117 — — 862,117 Goodwill — 6,332 — — 6,332 Other non-current assets — 18,835 — — 18,835 Investment in subsidiaries 1,133,775 — — (1,133,775 ) — Total assets $ 1,300,909 $ 1,512,437 $ — $ (1,856,993 ) $ 956,353 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 1,239 $ 10,808 $ — $ — $ 12,047 Accounts payable and accrued liabilities 41,023 9,949 — — 50,972 Deferred revenue — 2,960 — — 2,960 Due to related parties 561,605 161,613 — (723,218 ) — Total current liabilities 603,867 185,330 — (723,218 ) 65,979 Long-term debt 673,324 — — — 673,324 Other long-term liabilities — 23,860 — — 23,860 Total liabilities 1,277,191 209,190 — (723,218 ) 763,163 Commitments and contingencies (Note 9) Equity: Net investment — 1,133,775 — (1,133,775 ) — Common unitholders 23,718 — — — 23,718 Total PBF Logistics LP equity 23,718 1,133,775 — (1,133,775 ) 23,718 Noncontrolling interest — 169,472 — — 169,472 Total equity 23,718 1,303,247 — (1,133,775 ) 193,190 Total liabilities and equity $ 1,300,909 $ 1,512,437 $ — $ (1,856,993 ) $ 956,353 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended March 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 71,332 $ — $ — $ 71,332 Third-party — 7,513 — — 7,513 Total revenue — 78,845 — — 78,845 Costs and expenses: Operating and maintenance expenses — 29,916 — — 29,916 General and administrative expenses 6,010 — — — 6,010 Depreciation and amortization — 8,721 — — 8,721 Total costs and expenses 6,010 38,637 — — 44,647 Income (loss) from operations (6,010 ) 40,208 — — 34,198 Other income (expense): Equity in earnings of subsidiaries 39,722 — — (39,722 ) — Interest expense, net (10,913 ) — — — (10,913 ) Amortization of loan fees and debt premium (449 ) — — — (449 ) Accretion on discounted liabilities (274 ) (486 ) — — (760 ) Net income 22,076 39,722 — (39,722 ) 22,076 Less: Net income attributable to noncontrolling interest — 4,719 — — 4,719 Net income attributable to PBF Logistics LP unitholders $ 22,076 $ 35,003 $ — $ (39,722 ) $ 17,357 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 60,864 $ — $ — $ 60,864 Third-party — 3,876 — — 3,876 Total revenue — 64,740 — — 64,740 Costs and expenses: Operating and maintenance expenses — 19,880 — — 19,880 General and administrative expenses 4,291 — — — 4,291 Depreciation and amortization — 6,643 — — 6,643 Total costs and expenses 4,291 26,523 — — 30,814 Income (loss) from operations (4,291 ) 38,217 — — 33,926 Other income (expense): Equity in earnings of subsidiaries 38,217 — — (38,217 ) — Interest expense, net (9,585 ) — — — (9,585 ) Amortization of loan fees and debt premium (363 ) — — — (363 ) Net income 23,978 38,217 — (38,217 ) 23,978 Less: Net loss attributable to Predecessor — (1,279 ) — — (1,279 ) Less: Net income attributable to noncontrolling interest — 4,022 — — 4,022 Net income attributable to the partners 23,978 35,474 — (38,217 ) 21,235 Less: Net income attributable to the IDR holder 2,959 — — — 2,959 Net income attributable to PBF Logistics LP unitholders $ 21,019 $ 35,474 $ — $ (38,217 ) $ 18,276 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 22,076 $ 39,722 $ — $ (39,722 ) $ 22,076 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 8,721 — — 8,721 Amortization of loan fees and debt premium 449 — — — 449 Accretion on discounted liabilities 274 486 — — 760 Unit-based compensation expense 964 — — — 964 Equity in earnings of subsidiaries (39,722 ) — — 39,722 — Changes in operating assets and liabilities: Accounts receivable - affiliates (110 ) (6,769 ) — — (6,879 ) Accounts receivable — 2,354 — — 2,354 Prepaids and other current assets 341 (353 ) — — (12 ) Accounts payable - affiliates (484 ) (2,901 ) — — (3,385 ) Accounts payable and accrued liabilities 9,863 3,439 — — 13,302 Amounts due to (from) related parties 28,378 (28,378 ) — — — Deferred revenue — (65 ) — — (65 ) Other assets and liabilities — (76 ) — — (76 ) Net cash provided by operating activities 22,029 16,180 — — 38,209 Cash flows from investing activities: Expenditures for property, plant and equipment — (11,220 ) — — (11,220 ) Investment in subsidiaries (631 ) — — 631 — Net cash used in investing activities $ (631 ) $ (11,220 ) $ — $ 631 $ (11,220 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Three Months Ended March 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (27,951 ) $ — $ — $ — $ (27,951 ) Distributions to TVPC members — (6,500 ) — — (6,500 ) Contribution from parent — 631 — (631 ) — Proceeds from revolving credit facility 16,000 — — — 16,000 Repayment of revolving credit facility (12,000 ) — — — (12,000 ) Net cash used in financing activities (23,951 ) (5,869 ) — (631 ) (30,451 ) Net change in cash and cash equivalents (2,553 ) (909 ) — — (3,462 ) Cash and cash equivalents at beginning of year 4,010 15,898 — — 19,908 Cash and cash equivalents at end of period $ 1,457 $ 14,989 $ — $ — $ 16,446 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 23,978 $ 38,217 $ — $ (38,217 ) $ 23,978 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 6,643 — — 6,643 Amortization of loan fees and debt premium 363 — — — 363 Unit-based compensation expense 834 — — — 834 Equity in earnings of subsidiaries (38,217 ) — — 38,217 — Changes in operating assets and liabilities: Accounts receivable - affiliates (23 ) 8,359 — — 8,336 Accounts receivable — 115 — — 115 Prepaids and other current assets 30 (628 ) — — (598 ) Accounts payable - affiliates (1,470 ) (1,514 ) — — (2,984 ) Accounts payable and accrued liabilities 10,172 (3,264 ) — — 6,908 Amounts due to (from) related parties 29,243 (29,243 ) — — — Deferred revenue — (595 ) — — (595 ) Other assets and liabilities — (75 ) — — (75 ) Net cash provided by operating activities 24,910 18,015 — — 42,925 Cash flows from investing activities: Expenditures for property, plant and equipment — (3,953 ) — — (3,953 ) Investment in subsidiaries (462 ) — — 462 — Net cash used in investing activities $ (462 ) $ (3,953 ) $ — $ 462 $ (3,953 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (23,058 ) $ — $ — $ — $ (23,058 ) Distributions to TVPC members — (5,000 ) — — (5,000 ) Contribution from parent — 1,593 — (462 ) 1,131 Repayment of revolving credit facility (9,700 ) — — — (9,700 ) Net cash used in financing activities (32,758 ) (3,407 ) — (462 ) (36,627 ) Net change in cash and cash equivalents (8,310 ) 10,655 — — 2,345 Cash and cash equivalents at beginning of year 10,909 8,755 — — 19,664 Cash and cash equivalents at end of period $ 2,599 $ 19,410 $ — $ — $ 22,009 |
DESCRIPTION OF THE BUSINESS A_2
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | Recently Adopted Accounting Guidance In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) to increase the transparency and comparability about leases among entities. Additional ASUs have been issued subsequent to ASU 2016-02 to provide supplementary clarification and implementation guidance for leases related to, among other things, the application of certain practical expedients, the rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. ASU 2016-02 and these additional ASUs are now codified as Accounting Standards Codification Standard 842 - “Leases” (“ASC 842”). ASC 842 supersedes the lease accounting guidance in Accounting Standards Codification 840 “Leases” (“ASC 840”), and requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. The Partnership adopted ASC 842 effective January 1, 2019, using a modified retrospective approach. The adoption of ASC 842 resulted in the inclusion of less than $1,000 of operating leases recorded on the Partnership’s balance sheets, with operating lease right of use assets recorded in “Other non-current assets” and operating lease liabilities recorded in “Accounts payable and accrued liabilities” or “Other long-term liabilities” based on the future timing of lease payments. The adoption of ASC 842 did not materially impact the Partnership’s statements of operations or statements of cash flows. The Partnership’s condensed consolidated financial statements for the periods prior to the adoption of ASC 842 are not adjusted and are reported in accordance with the Partnership’s historical accounting policy. See Note 2 “Revenue” of the Notes to Condensed Consolidated Financial Statements for additional information about the impact of ASC 842 to the Partnership as a lessor. In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”) to provide updated guidance on goodwill impairment testing. Under ASU 2017-04, goodwill impairment analysis Step 2 would be eliminated. This step required a comparison of the implied fair value and carrying value of goodwill of the reporting unit. Subsequent to the effective date of ASU 2017-04, during the annual, or if applicable, interim goodwill impairment assessment, entities would perform the test by comparing the fair value of the reporting unit with the carrying value of the reporting unit. The impairment charge would be the excess amount of which carrying value is greater than fair value, with the total amount limited to the carrying value of goodwill. ASU 2017-04 is effective for goodwill impairment assessments beginning after December 15, 2019. Early adoption is permitted, and the Partnership adopted the new standard in its condensed consolidated financial statements and related disclosures effective January 1, 2019, which is expected to have an immaterial impact to the Partnership. |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenues [Abstract] | |
Revenue from External Customers by Products and Services [Table Text Block] | Three Months Ended 2019 2018 Transportation and Terminaling Segment Terminaling $ 32,353 $ 27,051 Pipeline 18,627 18,489 Other 14,979 12,131 Total 65,959 57,671 Storage Segment Storage 12,886 7,069 Total 12,886 7,069 Total Revenue $ 78,845 $ 64,740 |
Schedule of Future Minimum Volume Commitments to be received [Table Text Block] | Remainder of 2019 $ 85,525 2020 111,550 2021 111,293 2022 90,038 2023 87,549 Thereafter 173,287 Total MVC payments to be received (1)(2) $ 659,242 |
Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block] | The table below presents the fixed component of the undiscounted cash flows to be received for each of the first five years and the total remaining years for the Partnership’s operating leases as of March 31, 2019: Remainder of 2019 $ 120,583 2020 160,528 2021 159,415 2022 149,212 2023 147,851 Thereafter 361,562 Total undiscounted future cash to be received $ 1,099,151 |
Assets Under Lease [Table Text Block] | The Partnership’s assets subject to lease are included in “Property, plant and equipment, net” within the Partnership’s condensed consolidated balance sheet. The table below quantifies by property, plant and equipment category the assets that are subject to lease as of March 31, 2019: March 31, Land $ 98,337 Pipelines 314,784 Terminals and equipment 49,309 Storage facilities 197,974 Construction in progress 4,487 664,891 Accumulated depreciation (57,044 ) Net assets under lease $ 607,847 |
ACQUISITIONS Business Acquisiti
ACQUISITIONS Business Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows: Purchase Price Gross purchase price $ 58,000 Working capital 356 Total consideration $ 58,356 The following table summarizes the final amounts recognized for assets acquired and liabilities assumed as of the acquisition date: Fair Value Allocation Prepaids and other current assets $ 356 Property, plant and equipment 45,768 Intangibles* 5,900 Goodwill 6,332 Fair value of net assets acquired $ 58,356 * Intangibles are included in “Other non-current assets” within the Partnership’s condensed consolidated balance sheets. |
Business Acquisition, Pro Forma Information [Table Text Block] | The unaudited pro forma financial information includes the depreciation and amortization expense related to the acquisition and interest expense associated with the East Coast Storage Assets Acquisition financing. Three Months Ended March 31, 2018 (Unaudited) Pro forma revenues $ 70,548 Pro forma net income attributable to PBF Logistics LP unitholders: 16,200 The unaudited pro forma financial information includes the depreciation and amortization expense related to the acquisition and interest expense associated with the Knoxville Terminals Purchase financing. Three Months Ended March 31, 2018 (Unaudited) Pro forma revenues $ 67,724 Pro forma net income attributable to PBF Logistics LP unitholders: 18,490 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment, net consisted of the following: March 31, December 31, Land $ 115,957 $ 115,957 Pipelines 337,536 337,474 Terminals and equipment 277,877 259,441 Storage facilities 215,816 213,937 Construction in progress 7,937 20,439 955,123 947,248 Accumulated depreciation (93,506 ) (85,131 ) Property, plant and equipment, net $ 861,617 $ 862,117 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | March 31, December 31, Customer contracts $ 13,300 $ 13,300 Customer relationships 5,900 5,900 19,200 19,200 Accumulated amortization (520 ) (395 ) Total intangibles* $ 18,680 $ 18,805 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Total debt was comprised of the following: March 31, December 31, 2023 Notes $ 525,000 $ 525,000 Revolving credit facility (a)(b) 160,000 156,000 Total debt outstanding 685,000 681,000 Unamortized debt issuance costs (9,903 ) (10,496 ) Unamortized 2023 Notes premium 2,676 2,820 Net carrying value of debt $ 677,773 $ 673,324 ___________________ (a) PBFX had $4,110 outstanding letters of credit and $335,890 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, 2019 . (b) During the three months ended March 31, 2019 , PBFX made repayments of $12,000 and borrowed $16,000 under the Revolving Credit Facility to fund capital expenditures and working capital requirements. |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity [Abstract] | ||
Schedule of Stock by Class [Table Text Block] | Three Months Ended March 31, 2019 2018 Balance at beginning of period 45,348,663 41,900,708 Vesting of phantom units, net of forfeitures 158 — New units issued 10,000,000 — Balance at end of period 55,348,821 41,900,708 | |
Schedule of Stockholders Equity | Common Units Noncontrolling Interest Total Equity Balance at December 31, 2018 $ 23,718 $ 169,472 $ 193,190 Quarterly distributions to unitholders (28,313 ) — (28,313 ) Distributions to TVPC members — (6,500 ) (6,500 ) Net income attributable to the partners 17,357 4,719 22,076 Unit-based compensation expense 964 — 964 Other 259 — 259 Balance at March 31, 2019 $ 13,985 $ 167,691 $ 181,676 | Net Investment Common Units IDR Holder Noncontrolling Interest Total Equity Balance at December 31, 2017 $ 10,665 $ (17,544 ) $ 2,736 $ 171,903 $ 167,760 Net loss attributable to the Development Assets (1,279 ) — — — (1,279 ) Contributions to the Development Assets 1,131 — — — 1,131 Quarterly distributions to unitholders (including IDRs) ($0.4850 per unit) — (20,618 ) (2,736 ) — (23,354 ) Distributions to TVPC members — — — (5,000 ) (5,000 ) Net income attributable to the partners — 18,276 2,959 4,022 25,257 Unit-based compensation expense — 834 — — 834 Other — (11 ) — — (11 ) Balance at March 31, 2018 $ 10,517 $ (19,063 ) $ 2,959 $ 170,925 $ 165,338 |
Distributions Made to Unitholders | The allocation of total quarterly distributions to general and limited partners for the three months ended March 31, 2019 and 2018 is shown in the table below. The Partnership’s distributions are declared subsequent to quarter end (distributions of $0.5100 and $0.4900 per unit declared for the three months ended March 31, 2019 and 2018, respectively); therefore, the table represents total estimated distributions applicable to the period in which the distributions are earned: Three Months Ended 2019 2018 IDR - PBF LLC (1) $ — $ 2,959 Limited partners’ distributions: Common 31,952 20,847 Total distributions 31,952 23,806 Total cash distributions (2) $ 31,716 $ 23,582 (1) Subsequent to the closing of the IDR Restructuring, the IDRs were canceled, no distributions were made to PBF LLC with respect to the IDRs and the newly issued PBFX common units are entitled to normal distributions. (2) Excludes phantom unit distributions which are accrued and paid upon vesting. |
NET INCOME PER UNIT (Tables)
NET INCOME PER UNIT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Summary of calculation of net income per unit | The following table shows the calculation of earnings less distributions: Three Months Ended March 31, 2019 Limited Partner Common Units Net income attributable to the partners: Distributions declared $ 31,952 Earnings less distributions (14,595 ) Net income attributable to the partners $ 17,357 Weighted-average units outstanding - basic 49,151,927 Weighted-average units outstanding - diluted 49,318,133 Net income per limited partner unit - basic $ 0.35 Net income per limited partner unit - diluted $ 0.35 Three Months Ended March 31, 2018 Limited Partner Common Units IDRs - PBF LLC Total Net income attributable to the partners: Distributions declared $ 20,847 $ 2,959 $ 23,806 Earnings less distributions (2,571 ) — (2,571 ) Net income attributable to the partners $ 18,276 $ 2,959 $ 21,235 Weighted-average units outstanding - basic 42,129,377 Weighted-average units outstanding - diluted 42,236,092 Net income per limited partner unit - basic $ 0.43 Net income per limited partner unit - diluted $ 0.43 |
RELATED PARTY TRANSACTIONS - SU
RELATED PARTY TRANSACTIONS - SUMMARY OF TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Three Months Ended March 31, 2019 2018 Revenue $ 71,332 $ 60,864 Operating and maintenance expenses 2,105 1,674 General and administrative expenses 1,762 1,700 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting | Three Months Ended March 31, 2019 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 65,959 $ 12,886 $ — $ 78,845 Depreciation and amortization expense 6,901 1,820 — 8,721 Income (loss) from operations 36,551 3,657 (6,010 ) 34,198 Interest expense, net, amortization of loan fees and debt premium and accretion on discounted liabilities — — 12,122 12,122 Capital expenditures 10,544 676 — 11,220 Three Months Ended March 31, 2018 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 57,671 $ 7,069 $ — $ 64,740 Depreciation and amortization expense 5,718 925 — 6,643 Income (loss) from operations 34,226 3,991 (4,291 ) 33,926 Interest expense, net and amortization of loan fees and debt premium — — 9,948 9,948 Capital expenditures 3,867 86 — 3,953 Balance at March 31, 2019 Transportation and Terminaling Storage Corporate Consolidated Total Total assets $ 733,191 $ 221,319 $ 2,737 $ 957,247 Balance at December 31, 2018 Transportation and Terminaling Storage Corporate Consolidated Total Total assets $ 731,505 $ 219,326 $ 5,522 $ 956,353 |
CONDENSED CONSOLIDATING FINAN_2
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [Abstract] | |
Condensed Balance Sheet | March 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 1,457 $ 14,989 $ — $ — $ 16,446 Accounts receivable - affiliates 119 43,812 — — 43,931 Accounts receivable 365 4,792 — — 5,157 Prepaids and other current assets 796 3,814 — — 4,610 Due from related parties 172,765 601,135 — (773,900 ) — Total current assets 175,502 668,542 — (773,900 ) 70,144 Property, plant and equipment, net — 861,617 — — 861,617 Goodwill — 6,332 — — 6,332 Other non-current assets — 19,154 — — 19,154 Investment in subsidiaries 1,169,668 — — (1,169,668 ) — Total assets $ 1,345,170 $ 1,555,645 $ — $ (1,943,568 ) $ 957,247 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 755 $ 3,959 $ — $ — $ 4,714 Accounts payable and accrued liabilities 51,522 14,100 — — 65,622 Deferred revenue — 2,895 — — 2,895 Due to related parties 601,135 172,765 — (773,900 ) — Total current liabilities 653,412 193,719 — (773,900 ) 73,231 Long-term debt 677,773 — — — 677,773 Other long-term liabilities — 24,567 — — 24,567 Total liabilities 1,331,185 218,286 — (773,900 ) 775,571 Commitments and contingencies (Note 9) Equity: Net investment — 1,169,668 — (1,169,668 ) — Common unitholders 13,985 — — — 13,985 Total PBF Logistics LP equity 13,985 1,169,668 — (1,169,668 ) 13,985 Noncontrolling interest — 167,691 — — 167,691 Total equity 13,985 1,337,359 — (1,169,668 ) 181,676 Total liabilities and equity $ 1,345,170 $ 1,555,645 $ — $ (1,943,568 ) $ 957,247 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 4,010 $ 15,898 $ — $ — $ 19,908 Accounts receivable - affiliates 9 37,043 — — 37,052 Accounts receivable 365 7,146 — — 7,511 Prepaids and other current assets 1,137 3,461 — — 4,598 Due from related parties 161,613 561,605 — (723,218 ) — Total current assets 167,134 625,153 — (723,218 ) 69,069 Property, plant and equipment, net — 862,117 — — 862,117 Goodwill — 6,332 — — 6,332 Other non-current assets — 18,835 — — 18,835 Investment in subsidiaries 1,133,775 — — (1,133,775 ) — Total assets $ 1,300,909 $ 1,512,437 $ — $ (1,856,993 ) $ 956,353 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 1,239 $ 10,808 $ — $ — $ 12,047 Accounts payable and accrued liabilities 41,023 9,949 — — 50,972 Deferred revenue — 2,960 — — 2,960 Due to related parties 561,605 161,613 — (723,218 ) — Total current liabilities 603,867 185,330 — (723,218 ) 65,979 Long-term debt 673,324 — — — 673,324 Other long-term liabilities — 23,860 — — 23,860 Total liabilities 1,277,191 209,190 — (723,218 ) 763,163 Commitments and contingencies (Note 9) Equity: Net investment — 1,133,775 — (1,133,775 ) — Common unitholders 23,718 — — — 23,718 Total PBF Logistics LP equity 23,718 1,133,775 — (1,133,775 ) 23,718 Noncontrolling interest — 169,472 — — 169,472 Total equity 23,718 1,303,247 — (1,133,775 ) 193,190 Total liabilities and equity $ 1,300,909 $ 1,512,437 $ — $ (1,856,993 ) $ 956,353 |
Condensed Statement of Operations | Three Months Ended March 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 71,332 $ — $ — $ 71,332 Third-party — 7,513 — — 7,513 Total revenue — 78,845 — — 78,845 Costs and expenses: Operating and maintenance expenses — 29,916 — — 29,916 General and administrative expenses 6,010 — — — 6,010 Depreciation and amortization — 8,721 — — 8,721 Total costs and expenses 6,010 38,637 — — 44,647 Income (loss) from operations (6,010 ) 40,208 — — 34,198 Other income (expense): Equity in earnings of subsidiaries 39,722 — — (39,722 ) — Interest expense, net (10,913 ) — — — (10,913 ) Amortization of loan fees and debt premium (449 ) — — — (449 ) Accretion on discounted liabilities (274 ) (486 ) — — (760 ) Net income 22,076 39,722 — (39,722 ) 22,076 Less: Net income attributable to noncontrolling interest — 4,719 — — 4,719 Net income attributable to PBF Logistics LP unitholders $ 22,076 $ 35,003 $ — $ (39,722 ) $ 17,357 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 60,864 $ — $ — $ 60,864 Third-party — 3,876 — — 3,876 Total revenue — 64,740 — — 64,740 Costs and expenses: Operating and maintenance expenses — 19,880 — — 19,880 General and administrative expenses 4,291 — — — 4,291 Depreciation and amortization — 6,643 — — 6,643 Total costs and expenses 4,291 26,523 — — 30,814 Income (loss) from operations (4,291 ) 38,217 — — 33,926 Other income (expense): Equity in earnings of subsidiaries 38,217 — — (38,217 ) — Interest expense, net (9,585 ) — — — (9,585 ) Amortization of loan fees and debt premium (363 ) — — — (363 ) Net income 23,978 38,217 — (38,217 ) 23,978 Less: Net loss attributable to Predecessor — (1,279 ) — — (1,279 ) Less: Net income attributable to noncontrolling interest — 4,022 — — 4,022 Net income attributable to the partners 23,978 35,474 — (38,217 ) 21,235 Less: Net income attributable to the IDR holder 2,959 — — — 2,959 Net income attributable to PBF Logistics LP unitholders $ 21,019 $ 35,474 $ — $ (38,217 ) $ 18,276 |
Condensed Cash Flow Statement | 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 22,076 $ 39,722 $ — $ (39,722 ) $ 22,076 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 8,721 — — 8,721 Amortization of loan fees and debt premium 449 — — — 449 Accretion on discounted liabilities 274 486 — — 760 Unit-based compensation expense 964 — — — 964 Equity in earnings of subsidiaries (39,722 ) — — 39,722 — Changes in operating assets and liabilities: Accounts receivable - affiliates (110 ) (6,769 ) — — (6,879 ) Accounts receivable — 2,354 — — 2,354 Prepaids and other current assets 341 (353 ) — — (12 ) Accounts payable - affiliates (484 ) (2,901 ) — — (3,385 ) Accounts payable and accrued liabilities 9,863 3,439 — — 13,302 Amounts due to (from) related parties 28,378 (28,378 ) — — — Deferred revenue — (65 ) — — (65 ) Other assets and liabilities — (76 ) — — (76 ) Net cash provided by operating activities 22,029 16,180 — — 38,209 Cash flows from investing activities: Expenditures for property, plant and equipment — (11,220 ) — — (11,220 ) Investment in subsidiaries (631 ) — — 631 — Net cash used in investing activities $ (631 ) $ (11,220 ) $ — $ 631 $ (11,220 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Three Months Ended March 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (27,951 ) $ — $ — $ — $ (27,951 ) Distributions to TVPC members — (6,500 ) — — (6,500 ) Contribution from parent — 631 — (631 ) — Proceeds from revolving credit facility 16,000 — — — 16,000 Repayment of revolving credit facility (12,000 ) — — — (12,000 ) Net cash used in financing activities (23,951 ) (5,869 ) — (631 ) (30,451 ) Net change in cash and cash equivalents (2,553 ) (909 ) — — (3,462 ) Cash and cash equivalents at beginning of year 4,010 15,898 — — 19,908 Cash and cash equivalents at end of period $ 1,457 $ 14,989 $ — $ — $ 16,446 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 23,978 $ 38,217 $ — $ (38,217 ) $ 23,978 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 6,643 — — 6,643 Amortization of loan fees and debt premium 363 — — — 363 Unit-based compensation expense 834 — — — 834 Equity in earnings of subsidiaries (38,217 ) — — 38,217 — Changes in operating assets and liabilities: Accounts receivable - affiliates (23 ) 8,359 — — 8,336 Accounts receivable — 115 — — 115 Prepaids and other current assets 30 (628 ) — — (598 ) Accounts payable - affiliates (1,470 ) (1,514 ) — — (2,984 ) Accounts payable and accrued liabilities 10,172 (3,264 ) — — 6,908 Amounts due to (from) related parties 29,243 (29,243 ) — — — Deferred revenue — (595 ) — — (595 ) Other assets and liabilities — (75 ) — — (75 ) Net cash provided by operating activities 24,910 18,015 — — 42,925 Cash flows from investing activities: Expenditures for property, plant and equipment — (3,953 ) — — (3,953 ) Investment in subsidiaries (462 ) — — 462 — Net cash used in investing activities $ (462 ) $ (3,953 ) $ — $ 462 $ (3,953 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (23,058 ) $ — $ — $ — $ (23,058 ) Distributions to TVPC members — (5,000 ) — — (5,000 ) Contribution from parent — 1,593 — (462 ) 1,131 Repayment of revolving credit facility (9,700 ) — — — (9,700 ) Net cash used in financing activities (32,758 ) (3,407 ) — (462 ) (36,627 ) Net change in cash and cash equivalents (8,310 ) 10,655 — — 2,345 Cash and cash equivalents at beginning of year 10,909 8,755 — — 19,664 Cash and cash equivalents at end of period $ 2,599 $ 19,410 $ — $ — $ 22,009 |
DESCRIPTION OF THE BUSINESS A_3
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Jan. 01, 2019 | |
Limited Partners' Capital Account [Line Items] | ||
Operating Lease, Right-of-Use Asset | $ 1,000 | |
PBF Energy [Member] | PBF LLC [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Percentage of total economic interest | 99.00% | |
Limited Partner, Affiliate [Member] | PBF LLC [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Limited partner interest percentage | 54.10% | |
Limited Partner, Public [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Limited partner interest percentage | 45.90% | |
Common Units [Member] | Limited Partner, Affiliate [Member] | PBF LLC [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Units owned | 29,953,631 | |
IDR Restructuring [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
IDR Restructuring Costs | $ 2,032 |
REVENUES (Details)
REVENUES (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | ||
Number of Operating Segments | segment | 2 | |||
Lease term (up to) | 15 years | |||
Total revenue | $ 78,845 | $ 64,740 | ||
Contract Receivable, Due in Next Twelve Months | 85,525 | |||
Contract Receivable, Due in Year Two | 111,550 | |||
Contract Receivable, Due in Year Three | 111,293 | |||
Contract Receivable, Due in Year Four | 90,038 | |||
Contract Receivable, Due in Year Five | 87,549 | |||
Contract Receivable, Due after Year Five | 173,287 | |||
Contract Receivable | [1],[2] | $ 659,242 | ||
Percentage of Total Undiscounted Future Rental Income from Leased Assets Represented by Affiliated Leases | 93.00% | |||
Operating Leases, Income Statement, Lease Revenue | $ 36,087 | 28,973 | ||
Lessor, Operating Lease, Payments to be Received, Remainder of Fiscal Year | 120,583 | |||
Lessor, Operating Lease, Payments to be Received, Two Years | 160,528 | |||
Lessor, Operating Lease, Payments to be Received, Three Years | 159,415 | |||
Lessor, Operating Lease, Payments to be Received, Four Years | 149,212 | |||
Lessor, Operating Lease, Payments to be Received, Five Years | 147,851 | |||
Lessor, Operating Lease, Payments to be Received, Thereafter | 361,562 | |||
Lessor, Operating Lease, Payments to be Received | 1,099,151 | |||
Gross PP&E Assets Under Lease | 955,123 | $ 947,248 | ||
Accumulated Depreciation, Assets Under Lease | (93,506) | (85,131) | ||
Net PP&E Assets Under Lease | 861,617 | 862,117 | ||
Deferred revenue | 2,895 | 2,960 | ||
Transportation And Terminaling Segment [Member] | ||||
Total revenue | 65,959 | 57,671 | ||
Storage Segment [Member] | ||||
Total revenue | 12,886 | 7,069 | ||
Terminaling Service [Member] | Transportation And Terminaling Segment [Member] | ||||
Total revenue | 32,353 | 27,051 | ||
Pipeline Service [Member] | Transportation And Terminaling Segment [Member] | ||||
Total revenue | 18,627 | 18,489 | ||
Other Services [Member] | Transportation And Terminaling Segment [Member] | ||||
Total revenue | 14,979 | 12,131 | ||
Storage Service [Member] | Storage Segment [Member] | ||||
Total revenue | 12,886 | $ 7,069 | ||
Property Subject to Operating Lease [Member] | ||||
Gross PP&E Assets Under Lease | 664,891 | |||
Accumulated Depreciation, Assets Under Lease | (57,044) | |||
Net PP&E Assets Under Lease | 607,847 | |||
Land [Member] | ||||
Gross PP&E Assets Under Lease | 115,957 | 115,957 | ||
Land [Member] | Property Subject to Operating Lease [Member] | ||||
Gross PP&E Assets Under Lease | 98,337 | |||
Pipelines [Member] | ||||
Gross PP&E Assets Under Lease | 337,536 | 337,474 | ||
Pipelines [Member] | Property Subject to Operating Lease [Member] | ||||
Gross PP&E Assets Under Lease | 314,784 | |||
Terminals and equipment [Member] | ||||
Gross PP&E Assets Under Lease | 277,877 | 259,441 | ||
Terminals and equipment [Member] | Property Subject to Operating Lease [Member] | ||||
Gross PP&E Assets Under Lease | 49,309 | |||
Storage facilities [Member] | ||||
Gross PP&E Assets Under Lease | 215,816 | 213,937 | ||
Storage facilities [Member] | Property Subject to Operating Lease [Member] | ||||
Gross PP&E Assets Under Lease | 197,974 | |||
Construction in progress [Member] | ||||
Gross PP&E Assets Under Lease | 7,937 | $ 20,439 | ||
Construction in progress [Member] | Property Subject to Operating Lease [Member] | ||||
Gross PP&E Assets Under Lease | $ 4,487 | |||
[1] | (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 as it reflects our efforts to perform is excluded. | |||
[2] | (2) Arrangements deemed implicit leases are excluded from this table. |
ACQUISITIONS (Details)
ACQUISITIONS (Details) $ in Thousands | Oct. 01, 2019USD ($) | Apr. 24, 2019USD ($)shares | Oct. 01, 2018USD ($) | Jul. 31, 2018USD ($)shares | Apr. 16, 2018USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||||||||
Stock Issued During Period, Value, New Issues | $ 215,300 | $ 0 | ||||||
Acquisition related costs | 121 | $ 483 | ||||||
Knoxville Terminals Purchase [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 58,356 | |||||||
Payments to Acquire Property, Plant, and Equipment | $ 58,000 | |||||||
Number Of Refined Product Terminals Acquired | 2 | |||||||
East Coast Storage Assets Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 126,989 | |||||||
Payments to Acquire Property, Plant, and Equipment | 75,000 | |||||||
Other Payments to Acquire Businesses | $ 30,900 | |||||||
Term of Agreement | 3 years | |||||||
Business Combination, Contingent Consideration, Liability | $ 21,100 | 22,046 | $ 21,100 | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 27,978 | |||||||
Subsequent Event [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock Issued During Period, Value, New Issues | $ 135,000 | |||||||
Stock Issued During Period, Shares, New Issues | shares | 6,585,500 | |||||||
Subsequent Event [Member] | East Coast Storage Assets Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Other Payments to Acquire Businesses | $ 32,000 | |||||||
Development Assets Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock Issued During Period, Value, New Issues | $ 31,586 | |||||||
Stock Issued During Period, Shares, New Issues | shares | 1,494,134 |
ACQUISITIONS - Consideration (D
ACQUISITIONS - Consideration (Details) - USD ($) $ in Thousands | Oct. 01, 2019 | Apr. 24, 2019 | Oct. 01, 2018 | Jul. 31, 2018 | Apr. 16, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Business Acquisition [Line Items] | ||||||||
Stock Issued During Period, Value, New Issues | $ 215,300 | $ 0 | ||||||
East Coast Storage Assets Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred, Initial Estimate | [1] | $ 105,900 | ||||||
Payments to Acquire Property, Plant, and Equipment | 75,000 | |||||||
Business Combination, Consideration Transferred | 126,989 | |||||||
Business Combination, Consideration Transferred, Working Capital Adjustments | (11) | |||||||
Payment for Contingent Consideration Liability, Investing Activities | 21,100 | |||||||
Other Payments to Acquire Businesses | $ 30,900 | |||||||
Knoxville Terminals Purchase [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 58,000 | |||||||
Payments to Acquire Property, Plant, and Equipment | 58,000 | |||||||
Business Combination, Estimated Inventory And Working Capital Acquire | 356 | |||||||
Business Combination, Consideration Transferred | $ 58,356 | |||||||
Development Assets Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock Issued During Period, Value, New Issues | $ 31,586 | |||||||
Shares, Issued | 1,494,134 | |||||||
Subsequent Event [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock Issued During Period, Value, New Issues | $ 135,000 | |||||||
Shares, Issued | 6,585,500 | |||||||
Subsequent Event [Member] | East Coast Storage Assets Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Other Payments to Acquire Businesses | $ 32,000 | |||||||
[1] | * Includes $30,900 net present value payable of $32,000 due to Crown Point one year after closing, which is included in “Accounts payable and accrued liabilities” within the Partnership’s condensed consolidated balance sheets |
ACQUISITIONS - Assets Acquired
ACQUISITIONS - Assets Acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands | Oct. 01, 2018 | Apr. 16, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 6,332 | $ 6,332 | |||
East Coast Storage Assets Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | $ 436 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,770 | ||||
Payments to Acquire Property, Plant, and Equipment | 75,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 114,406 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 126,989 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 13,300 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (2,173) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | $ (750) | ||||
Knoxville Terminals Purchase [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | $ 356 | ||||
Payments to Acquire Property, Plant, and Equipment | 58,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 45,768 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | [1] | 5,900 | |||
Goodwill | 6,332 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 58,356 | ||||
[1] | * Intangibles are included in “Other non-current assets” within the Partnership’s condensed consolidated balance sheets. |
ACQUISITIONS - Pro Forma (Detai
ACQUISITIONS - Pro Forma (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
East Coast Storage Assets Acquisition [Member] | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Revenue | $ 70,548 |
Pro forma net income available per limited partner units: | |
Business Acquisition, Pro Forma Net Income (Loss) | 16,200 |
Knoxville Terminals Purchase [Member] | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Revenue | 67,724 |
Pro forma net income available per limited partner units: | |
Business Acquisition, Pro Forma Net Income (Loss) | $ 18,490 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 955,123 | $ 947,248 | |
Accumulated depreciation | (93,506) | (85,131) | |
Property, plant and equipment, net | 861,617 | 862,117 | |
Depreciation | (8,596) | $ (6,643) | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 115,957 | 115,957 | |
Pipelines [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 337,536 | 337,474 | |
Terminals and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 277,877 | 259,441 | |
Storage facilities [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 215,816 | 213,937 | |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 7,937 | $ 20,439 |
GOODWILL AND INTANGIBLES (Detai
GOODWILL AND INTANGIBLES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Goodwill [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | $ 19,200 | $ 19,200 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (520) | (395) | |
Intangible Assets, Net (Excluding Goodwill) | 18,680 | 18,805 | |
Amortization of Intangible Assets | 125 | $ 0 | |
Customer Contracts [Member] | |||
Goodwill [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | 13,300 | 13,300 | |
Customer Relationships [Member] | |||
Goodwill [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | $ 5,900 | $ 5,900 |
DEBT - Outstanding amounts (Det
DEBT - Outstanding amounts (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Jul. 30, 2018 | |
Debt Instrument [Line Items] | ||||
Total debt outstanding | $ 685,000,000 | $ 681,000,000 | ||
Unamortized debt issuance costs | 9,903,000 | 10,496,000 | ||
Unamortized 2023 Notes premium | 2,676,000 | 2,820,000 | ||
Net carrying value of debt | $ 677,773,000 | 673,324,000 | ||
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.875% | |||
Total debt outstanding | $ 525,000,000 | 525,000,000 | ||
Revolving Credit Facility [Member] | Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt outstanding | 160,000,000 | [1] | $ 156,000,000 | |
Line of credit, outstanding | 4,110,000 | |||
Remaining borrowing capacity | $ 335,890,000 | |||
Maximum borrowing capacity | $ 500,000,000 | |||
[1] | PBFX had $4,110 outstanding letters of credit and $335,890 available under its $500,000 amended and restated revolving credit facility with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of lenders (as amended, the “Revolving Credit Facility”) as of March 31, 2019. |
DEBT (Details)
DEBT (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jul. 30, 2018 | ||
Debt Instrument [Line Items] | |||||
Repayment of revolving credit facility | $ 12,000,000 | $ 9,700,000 | |||
Proceeds from revolving credit facility | 16,000,000 | $ 0 | |||
Debt Instrument, Fair Value Disclosure | 696,938,000 | $ 671,336,000 | |||
Total debt outstanding | 685,000,000 | 681,000,000 | |||
Senior Secured Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Fair Value Disclosure | 536,938,000 | 515,336,000 | |||
Senior Secured Revolving Credit Facility [Member] | Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 500,000,000 | ||||
Line of credit, outstanding | 4,110,000 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | 335,890,000 | ||||
Total debt outstanding | $ 160,000,000 | [1] | $ 156,000,000 | ||
[1] | PBFX had $4,110 outstanding letters of credit and $335,890 available under its $500,000 amended and restated revolving credit facility with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of lenders (as amended, the “Revolving Credit Facility”) as of March 31, 2019. |
EQUITY (Details)
EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 01, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Capital Unit [Line Items] | |||||
Cash Distribution Declared Per Unit | $ 0.5100 | $ 0.4900 | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Beginning balance | $ 193,190 | $ 167,760 | |||
Net loss attributable to PNGPC | 0 | (1,279) | |||
Sponsor Contributions | 1,131 | ||||
Quarterly distributions to unitholders ($0.5050 per unit) | (28,313) | (23,354) | |||
Distributions declared | (31,952) | (23,806) | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 22,076 | 25,257 | |||
Unit-based compensation expense | 964 | 834 | |||
Other | 259 | (11) | |||
Ending balance | 181,676 | 165,338 | |||
Cash distribution | $ 27,951 | ||||
Cash distribution (in dollars per share) | $ 0.5050 | ||||
TVPC [Member] | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Distributions declared | $ (6,500) | (5,000) | |||
General Partner [Member] | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Beginning balance | 10,665 | ||||
Net loss attributable to PNGPC | (1,279) | ||||
Sponsor Contributions | 1,131 | ||||
Quarterly distributions to unitholders ($0.5050 per unit) | 0 | ||||
Distributions declared | 0 | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 0 | ||||
Unit-based compensation expense | 0 | ||||
Other | 0 | ||||
Ending balance | $ 10,517 | ||||
Limited Partner, Public [Member] | |||||
Capital Unit [Line Items] | |||||
Limited partner interest percentage | 45.90% | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Cash distribution | $ 12,825 | ||||
Limited Partner, Affiliate [Member] | PBF LLC [Member] | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Cash distribution | $ 15,126 | ||||
Common Units [Member] | |||||
Capital Unit [Line Items] | |||||
Common units outstanding | 55,348,821 | 41,900,708 | 45,348,663 | 41,900,708 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Distributions declared | $ (31,952) | $ (20,847) | |||
Common Units [Member] | Public Unit Holders [Member] | |||||
Capital Unit [Line Items] | |||||
Units owned | 25,395,190 | ||||
Common Units [Member] | Limited Partner, Affiliate [Member] | PBF LLC [Member] | |||||
Capital Unit [Line Items] | |||||
Units owned | 29,953,631 | ||||
Common Units [Member] | Limited Partner [Member] | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Beginning balance | $ 23,718 | (17,544) | |||
Net loss attributable to PNGPC | 0 | ||||
Sponsor Contributions | 0 | ||||
Quarterly distributions to unitholders ($0.5050 per unit) | (28,313) | (20,618) | |||
Distributions declared | 0 | 0 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 17,357 | 18,276 | |||
Unit-based compensation expense | 964 | 834 | |||
Other | 259 | (11) | |||
Ending balance | $ 13,985 | $ (19,063) | |||
Shares, Issued | 10,000,000 | 0 | |||
Incentive Distribution Rights [Member] | PBF LLC [Member] | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Beginning balance | $ 2,736 | ||||
Net loss attributable to PNGPC | 0 | ||||
Sponsor Contributions | 0 | ||||
Quarterly distributions to unitholders ($0.5050 per unit) | (2,736) | ||||
Distributions declared | 0 | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 2,959 | ||||
Unit-based compensation expense | 0 | ||||
Other | 0 | ||||
Ending balance | 2,959 | ||||
Noncontrolling Interest [Member] | PBF LLC [Member] | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Beginning balance | $ 169,472 | 171,903 | |||
Net loss attributable to PNGPC | 0 | ||||
Sponsor Contributions | 0 | ||||
Quarterly distributions to unitholders ($0.5050 per unit) | 0 | 0 | |||
Distributions declared | (6,500) | (5,000) | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 4,719 | 4,022 | |||
Unit-based compensation expense | 0 | 0 | |||
Other | 0 | 0 | |||
Ending balance | $ 167,691 | $ 170,925 | |||
Torrance Valley Pipeline Company LLC [Member] | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 50.00% | ||||
Noncontrolling Interest in Variable Interest Entity | 50.00% | ||||
PBF LLC [Member] | Limited Partner, Affiliate [Member] | |||||
Capital Unit [Line Items] | |||||
Limited partner interest percentage | 54.10% | ||||
Phantom Unit Award [Member] | Common Units [Member] | Limited Partner [Member] | |||||
Capital Unit [Line Items] | |||||
Shares, Issued | 233,993 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Shares, Issued | 158 | 0 |
EQUITY CASH DISTRIBUTIONS (Deta
EQUITY CASH DISTRIBUTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 01, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Distribution Made to Limited Partner [Line Items] | |||
Cash distribution | $ 27,951 | ||
Distributions declared | $ 31,952 | $ 23,806 | |
Cash distribution (in dollars per share) | $ 0.5050 | ||
Cash Distribution Declared Per Unit | $ 0.5100 | $ 0.4900 | |
Cash Distribution [Member] | |||
Distribution Made to Limited Partner [Line Items] | |||
Distributions declared | $ 31,716 | $ 23,582 | |
Incentive Distribution Rights - PBF LLC [Member] | |||
Distribution Made to Limited Partner [Line Items] | |||
Distributions declared | 0 | 2,959 | |
Common Units [Member] | |||
Distribution Made to Limited Partner [Line Items] | |||
Distributions declared | $ 31,952 | $ 20,847 | |
Limited Partner, Public [Member] | |||
Distribution Made to Limited Partner [Line Items] | |||
Cash distribution | $ 12,825 | ||
Limited Partner, Affiliate [Member] | PBF LLC [Member] | |||
Distribution Made to Limited Partner [Line Items] | |||
Cash distribution | $ 15,126 |
NET INCOME PER UNIT (Details)
NET INCOME PER UNIT (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Feb. 28, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Distributions declared | $ 31,952 | $ 23,806 | |
Earnings less distributions | (2,571) | ||
Net income attributable to the partners | $ 17,357 | $ 21,235 | |
Weighted-average units outstanding - basic (in shares) | 49,151,927 | 42,129,377 | |
Weighted-average units outstanding - diluted (in shares) | 49,318,133 | 42,236,092 | |
Net income per limited partner unit - basic (in dollars per share) | $ 0.35 | $ 0.43 | |
Net income per limited partner unit - diluted (in dollars per share) | $ 0.35 | $ 0.43 | |
Phantom Unit Award [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | |
Common Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Distributions declared | $ 31,952 | $ 20,847 | |
Earnings less distributions | (14,595) | (2,571) | |
Net income attributable to the partners | 17,357 | 18,276 | |
Incentive Distribution Rights - PBF LLC [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Distributions declared | $ 0 | 2,959 | |
Earnings less distributions | 0 | ||
Net income attributable to the partners | $ 2,959 | ||
Common Units [Member] | IDR Restructuring [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares, Issued | 10,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Oct. 01, 2018USD ($) | Apr. 16, 2018USD ($) | Mar. 05, 2018USD ($) | Mar. 10, 2017USD ($) | Jan. 13, 2017group | Mar. 01, 2011 | Mar. 31, 2019USD ($)terminal | Dec. 31, 2014locationgallonshipment | Dec. 31, 2018USD ($) | Oct. 19, 2017bbl / d | Aug. 31, 2016 |
Loss Contingencies [Line Items] | |||||||||||
Number Of Days Barge Shipments Made | 15 days | ||||||||||
Barrels per day of ethanol loading | bbl / d | 10,000 | ||||||||||
Number of Loading Arms | 4 | ||||||||||
Maximum [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Accrual For Environmental Loss Contingencies, Expected Future Payments | $ 250,000 | ||||||||||
East Coast Storage Assets Acquisition [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Term of Agreement | 3 years | ||||||||||
Business Combination, Contingent Consideration, Liability | $ 21,100,000 | $ 22,046,000 | $ 21,100,000 | ||||||||
Business Combination, Contingent Consideration, Discount Rate | 8.79% | ||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 27,978,000 | ||||||||||
Plains All American Pipeline, L.P. [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number Of Refined Product Terminals Acquired | terminal | 4 | ||||||||||
Torrance Valley Pipeline Company LLC [Member] | PBF LLC [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 50.00% | ||||||||||
Environmental Remediation Contingency [Domain] | DNREC [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 100,000 | ||||||||||
Environmental Issue [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss Contingency, Number Of Environmental Groups Appealing Permits | group | 2 | ||||||||||
Accrual For Environmental Loss Contingencies, Expected Future Payments | $ 1,250,000 | ||||||||||
Accrual For Environmental Loss Contingencies, Expected Payment Period | 5 years | ||||||||||
Accrual for Environmental Loss Contingencies | $ 1,501,000 | 1,570,000 | |||||||||
Accrual for Environmental Loss Contingencies, Discount Rate | 1.83% | ||||||||||
Environmental Issue [Member] | Maximum [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Accrual For Environmental Loss Contingencies, Expected Payment Period | 10 years | ||||||||||
Environmental Issue [Member] | East Coast Storage Assets [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Accrual For Environmental Loss Contingencies, Expected Future Payments | $ 430,000 | ||||||||||
Accrual for Environmental Loss Contingencies | $ 885,000 | 1,000 | |||||||||
Environmental Issue [Member] | PBFX and Cummins [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Environmental insurance policy term | 10 years | ||||||||||
Environmental Insurance Policies Coverage | $ 30,000,000 | ||||||||||
Environmental Issue [Member] | Sunoco, Inc. [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss Contingency Accrual, Insurance-Related Assessment, Expiration Of Liability Period | 20 years | ||||||||||
Environmental Issue [Member] | PBF Logistics Products Terminals LLC [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Accrual for Environmental Loss Contingencies, Gross | 1,621,000 | ||||||||||
Environmental Issue [Member] | Torrance Valley Pipeline Company LLC [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Accrual for Environmental Loss Contingencies | $ 538,000 | $ 132,000 | |||||||||
Environmental Issue [Member] | PBF Logistics LP [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Environmental insurance policy term | 10 years | ||||||||||
Environmental Insurance Policies Coverage | $ 30,000,000 | ||||||||||
Environmental Issue [Member] | East Coast Storage Assets [Member] | Minimum [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Site Contingency, Loss Exposure Not Accrued, Best Estimate | $ 500,000 | ||||||||||
Environmental Issue [Member] | Knoxville Terminals [Member] | Maximum [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Site Contingency, Loss Exposure Not Accrued, Best Estimate | $ 5,800,000 | ||||||||||
Pending Litigation [Member] | Environmental Remediation Contingency [Domain] | DNREC [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss Contingency, Damages Sought, Value | $ 150,000 | ||||||||||
Number Of Violated Locations | location | 3 | ||||||||||
Number Of Barge Shipments | shipment | 17 | ||||||||||
Number Of Gallons Of Crude Oil | gallon | 35,700,000 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - SUMMARY OF TRANSACTION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Affiliate | $ 71,332 | $ 60,864 |
Operating and maintenance expenses | 2,105 | 1,674 |
General and administrative expenses | $ 1,762 | $ 1,700 |
RELATED PARTY TRANSACTIONS -COM
RELATED PARTY TRANSACTIONS -COMMERICAL AGREEMENTS (Details) | Jan. 01, 2022 | Jan. 01, 2019bbl | Nov. 01, 2016 | May 08, 2014bbl / d | Mar. 31, 2019 |
Related Party Transaction [Line Items] | |||||
Number of Contract Renewals | 2 | ||||
Term of Renewal | 5 years | ||||
PBF Holding [Member] | Amended and Restated Rail Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Term of Agreement | 7 years 8 months | ||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 125,000 | ||||
PBF Holding [Member] | Delaware City Pipeline Services Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Term of Agreement | 2 years 5 months | ||||
PBF Holding [Member] | Delaware City Terminaling Services Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 95,000 | ||||
PBF Holding [Member] | East Coast Storage Assets Terminal Storage Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Term of Agreement | 8 years | ||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | 2,953,725 | ||||
PBF Holding [Member] | Scenario, Forecast [Member] | Delaware City Terminaling Services Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Term of Agreement | 4 years | ||||
Number of Contract Renewals | 2 | ||||
Term of Renewal | 5 years |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||
Reportable segments | segment | 2 | ||
Total revenue | $ 78,845 | $ 64,740 | |
Depreciation and amortization | 8,721 | 6,643 | |
Income (loss) from operations | 34,198 | 33,926 | |
Interest expense, net and amortization of loan fees | 12,122 | 9,948 | |
Capital expenditures | 11,220 | 3,953 | |
Total assets | 957,247 | $ 956,353 | |
Terminaling Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 65,959 | 57,671 | |
Depreciation and amortization | 6,901 | 5,718 | |
Income (loss) from operations | 36,551 | 34,226 | |
Interest expense, net and amortization of loan fees | 0 | 0 | |
Capital expenditures | 10,544 | 3,867 | |
Total assets | 733,191 | 731,505 | |
Storage Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 12,886 | 7,069 | |
Depreciation and amortization | 1,820 | 925 | |
Income (loss) from operations | 3,657 | 3,991 | |
Interest expense, net and amortization of loan fees | 0 | 0 | |
Capital expenditures | 676 | 86 | |
Total assets | 221,319 | 219,326 | |
Corporate, Non-Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 0 | 0 | |
Depreciation and amortization | 0 | 0 | |
Income (loss) from operations | (6,010) | (4,291) | |
Interest expense, net and amortization of loan fees | 12,122 | 9,948 | |
Capital expenditures | 0 | $ 0 | |
Total assets | $ 2,737 | $ 5,522 |
Subsequent events (Details)
Subsequent events (Details) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2019 | Apr. 24, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Value, New Issues | $ 215,300 | $ 0 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash distribution (in dollars per share) | $ 0.5100 | ||||
Stock Issued During Period, Shares, New Issues | 6,585,500 | ||||
Stock Issued During Period, Value, New Issues | $ 135,000 | ||||
Subsequent Event [Member] | Torrance Valley Pipeline Company LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Wholly Owned Subsidiary, Percentage of Ownership | 100.00% | ||||
Subsequent Event [Member] | PBF LLC [Member] | Torrance Valley Pipeline Company LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Business Combination, Consideration Transferred | $ 200,000 |
CONDENSED CONSOLIDATING FINAN_3
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS CONDENSED CONSOLIDATING BALANCE SHEET (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Affiliate | $ 71,332 | $ 60,864 | ||
Cash and cash equivalents | 16,446 | 22,009 | $ 19,908 | $ 19,664 |
Due from Affiliates | 0 | 0 | ||
Prepaids and other current assets | 4,610 | 4,598 | ||
Due from Related Parties, Current | 43,931 | 37,052 | ||
Accounts receivable | 5,157 | 7,511 | ||
Total current assets | 70,144 | 69,069 | ||
Property, plant and equipment, net | 861,617 | 862,117 | ||
Goodwill | 6,332 | 6,332 | ||
Other non-current assets | 19,154 | 18,835 | ||
Investment in subsidiaries | 0 | 0 | ||
Total assets | 957,247 | 956,353 | ||
Accounts payable - affiliates | 4,714 | 12,047 | ||
Accounts payable and accrued liabilities | 65,622 | 50,972 | ||
Deferred revenue | (2,895) | (2,960) | ||
Due to related parties | 0 | 0 | ||
Total current liabilities | 73,231 | 65,979 | ||
Long-term debt | 677,773 | 673,324 | ||
Other long-term liabilities | 24,567 | 23,860 | ||
Total liabilities | 775,571 | 763,163 | ||
Net investment - Predecessor | 0 | 0 | ||
Total PBF Logistics LP equity | 13,985 | 23,718 | ||
Noncontrolling interest | 167,691 | 169,472 | ||
Total equity | 181,676 | 165,338 | 193,190 | 167,760 |
Total liabilities and equity | 957,247 | 956,353 | ||
Common Units [Member] | ||||
Total PBF Logistics LP equity | 13,985 | 23,718 | ||
Operating Segments [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Affiliate | 0 | 0 | ||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Due from Affiliates | 0 | 0 | ||
Prepaids and other current assets | 0 | 0 | ||
Due from Related Parties, Current | 0 | 0 | ||
Accounts receivable | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other non-current assets | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Total assets | 0 | 0 | ||
Accounts payable - affiliates | 0 | 0 | ||
Accounts payable and accrued liabilities | 0 | 0 | ||
Deferred revenue | 0 | 0 | ||
Due to related parties | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Long-term debt | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Net investment - Predecessor | 0 | 0 | ||
Total PBF Logistics LP equity | 0 | 0 | ||
Noncontrolling interest | 0 | 0 | ||
Total equity | 0 | 0 | ||
Total liabilities and equity | 0 | 0 | ||
Operating Segments [Member] | Guarantor Subsidiaries [Member] | ||||
Affiliate | 71,332 | 60,864 | ||
Cash and cash equivalents | 14,989 | 19,410 | 15,898 | 8,755 |
Due from Affiliates | 601,135 | 561,605 | ||
Prepaids and other current assets | 3,814 | 3,461 | ||
Due from Related Parties, Current | 43,812 | 37,043 | ||
Accounts receivable | 4,792 | 7,146 | ||
Total current assets | 668,542 | 625,153 | ||
Property, plant and equipment, net | 861,617 | 862,117 | ||
Goodwill | 6,332 | 6,332 | ||
Other non-current assets | 19,154 | 18,835 | ||
Investment in subsidiaries | 0 | 0 | ||
Total assets | 1,555,645 | 1,512,437 | ||
Accounts payable - affiliates | 3,959 | 10,808 | ||
Accounts payable and accrued liabilities | 14,100 | 9,949 | ||
Deferred revenue | (2,895) | (2,960) | ||
Due to related parties | 172,765 | 161,613 | ||
Total current liabilities | 193,719 | 185,330 | ||
Long-term debt | 0 | 0 | ||
Other long-term liabilities | 24,567 | 23,860 | ||
Total liabilities | 218,286 | 209,190 | ||
Net investment - Predecessor | 1,169,668 | 1,133,775 | ||
Total PBF Logistics LP equity | 1,169,668 | 1,133,775 | ||
Noncontrolling interest | 167,691 | 169,472 | ||
Total equity | 1,337,359 | 1,303,247 | ||
Total liabilities and equity | 1,555,645 | 1,512,437 | ||
Operating Segments [Member] | Subsidiary Issuer [Member] | ||||
Affiliate | 0 | 0 | ||
Cash and cash equivalents | 1,457 | 2,599 | 4,010 | 10,909 |
Due from Affiliates | 172,765 | 161,613 | ||
Prepaids and other current assets | 796 | 1,137 | ||
Due from Related Parties, Current | 119 | 9 | ||
Accounts receivable | 365 | 365 | ||
Total current assets | 175,502 | 167,134 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other non-current assets | 0 | 0 | ||
Investment in subsidiaries | 1,169,668 | 1,133,775 | ||
Total assets | 1,345,170 | 1,300,909 | ||
Accounts payable - affiliates | 755 | 1,239 | ||
Accounts payable and accrued liabilities | 51,522 | 41,023 | ||
Deferred revenue | 0 | 0 | ||
Due to related parties | 601,135 | 561,605 | ||
Total current liabilities | 653,412 | 603,867 | ||
Long-term debt | 677,773 | 673,324 | ||
Other long-term liabilities | 0 | 0 | ||
Total liabilities | 1,331,185 | 1,277,191 | ||
Net investment - Predecessor | 0 | 0 | ||
Total PBF Logistics LP equity | 13,985 | 23,718 | ||
Noncontrolling interest | 0 | 0 | ||
Total equity | 13,985 | 23,718 | ||
Total liabilities and equity | 1,345,170 | 1,300,909 | ||
Operating Segments [Member] | Common Units [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Total PBF Logistics LP equity | 0 | 0 | ||
Operating Segments [Member] | Common Units [Member] | Guarantor Subsidiaries [Member] | ||||
Total PBF Logistics LP equity | 0 | 0 | ||
Operating Segments [Member] | Common Units [Member] | Subsidiary Issuer [Member] | ||||
Total PBF Logistics LP equity | 13,985 | 23,718 | ||
Consolidation, Eliminations [Member] | ||||
Affiliate | 0 | 0 | ||
Cash and cash equivalents | 0 | $ 0 | 0 | $ 0 |
Due from Affiliates | (773,900) | (723,218) | ||
Prepaids and other current assets | 0 | 0 | ||
Due from Related Parties, Current | 0 | 0 | ||
Accounts receivable | 0 | 0 | ||
Total current assets | (773,900) | (723,218) | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other non-current assets | 0 | 0 | ||
Investment in subsidiaries | (1,169,668) | (1,133,775) | ||
Total assets | (1,943,568) | (1,856,993) | ||
Accounts payable - affiliates | 0 | 0 | ||
Accounts payable and accrued liabilities | 0 | 0 | ||
Deferred revenue | 0 | 0 | ||
Due to related parties | (773,900) | (723,218) | ||
Total current liabilities | (773,900) | (723,218) | ||
Long-term debt | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total liabilities | (773,900) | (723,218) | ||
Net investment - Predecessor | (1,169,668) | (1,133,775) | ||
Total PBF Logistics LP equity | (1,169,668) | (1,133,775) | ||
Noncontrolling interest | 0 | 0 | ||
Total equity | (1,169,668) | (1,133,775) | ||
Total liabilities and equity | (1,943,568) | (1,856,993) | ||
Consolidation, Eliminations [Member] | Common Units [Member] | ||||
Total PBF Logistics LP equity | $ 0 | $ 0 |
CONDENSED CONSOLIDATING FINAN_4
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Affiliate | $ 71,332 | $ 60,864 |
Third-party | 7,513 | 3,876 |
Total revenue | 78,845 | 64,740 |
Operating and maintenance expenses | 29,916 | 19,880 |
General and administrative expenses | 6,010 | 4,291 |
Depreciation and amortization | 8,721 | 6,643 |
Total costs and expenses | 44,647 | 30,814 |
Income from operations | 34,198 | 33,926 |
Equity in earnings (loss) of subsidiaries | 0 | 0 |
Interest expense, net | (10,913) | (9,585) |
Amortization of loan fees and debt premium | (449) | (363) |
Accretion on discounted liabilities | 760 | 0 |
Net income | 22,076 | 23,978 |
Less: Net loss attributable to Predecessor | 0 | (1,279) |
Less: Net income attributable to noncontrolling interest | 4,719 | 4,022 |
Net income attributable to the partners | 17,357 | 21,235 |
Less: Net income attributable to the IDR holder | 0 | 2,959 |
Net income attributable to PBF Logistics LP unitholders | 17,357 | 18,276 |
Operating Segments [Member] | Subsidiary Issuer [Member] | ||
Affiliate | 0 | 0 |
Third-party | 0 | 0 |
Total revenue | 0 | 0 |
Operating and maintenance expenses | 0 | 0 |
General and administrative expenses | 6,010 | 4,291 |
Depreciation and amortization | 0 | 0 |
Total costs and expenses | 6,010 | 4,291 |
Income from operations | (6,010) | (4,291) |
Equity in earnings (loss) of subsidiaries | 39,722 | 38,217 |
Interest expense, net | (10,913) | (9,585) |
Amortization of loan fees and debt premium | (449) | (363) |
Accretion on discounted liabilities | 274 | |
Net income | 22,076 | 23,978 |
Less: Net loss attributable to Predecessor | 0 | |
Less: Net income attributable to noncontrolling interest | 0 | 0 |
Net income attributable to the partners | 23,978 | |
Less: Net income attributable to the IDR holder | 2,959 | |
Net income attributable to PBF Logistics LP unitholders | 22,076 | 21,019 |
Operating Segments [Member] | Guarantor Subsidiaries [Member] | ||
Affiliate | 71,332 | 60,864 |
Third-party | 7,513 | 3,876 |
Total revenue | 78,845 | 64,740 |
Operating and maintenance expenses | 29,916 | 19,880 |
General and administrative expenses | 0 | 0 |
Depreciation and amortization | 8,721 | 6,643 |
Total costs and expenses | 38,637 | 26,523 |
Income from operations | 40,208 | 38,217 |
Equity in earnings (loss) of subsidiaries | 0 | 0 |
Interest expense, net | 0 | 0 |
Amortization of loan fees and debt premium | 0 | 0 |
Accretion on discounted liabilities | 486 | |
Net income | 39,722 | 38,217 |
Less: Net loss attributable to Predecessor | (1,279) | |
Less: Net income attributable to noncontrolling interest | 4,719 | 4,022 |
Net income attributable to the partners | 35,474 | |
Less: Net income attributable to the IDR holder | 0 | |
Net income attributable to PBF Logistics LP unitholders | 35,003 | 35,474 |
Operating Segments [Member] | Non-Guarantor Subsidiaries [Member] | ||
Affiliate | 0 | 0 |
Third-party | 0 | 0 |
Total revenue | 0 | 0 |
Operating and maintenance expenses | 0 | 0 |
General and administrative expenses | 0 | 0 |
Depreciation and amortization | 0 | 0 |
Total costs and expenses | 0 | 0 |
Income from operations | 0 | 0 |
Equity in earnings (loss) of subsidiaries | 0 | 0 |
Interest expense, net | 0 | 0 |
Amortization of loan fees and debt premium | 0 | 0 |
Accretion on discounted liabilities | 0 | |
Net income | 0 | 0 |
Less: Net loss attributable to Predecessor | 0 | |
Less: Net income attributable to noncontrolling interest | 0 | 0 |
Net income attributable to the partners | 0 | |
Less: Net income attributable to the IDR holder | 0 | |
Net income attributable to PBF Logistics LP unitholders | 0 | 0 |
Consolidation, Eliminations [Member] | ||
Affiliate | 0 | 0 |
Third-party | 0 | 0 |
Total revenue | 0 | 0 |
Operating and maintenance expenses | 0 | 0 |
General and administrative expenses | 0 | 0 |
Depreciation and amortization | 0 | 0 |
Total costs and expenses | 0 | 0 |
Income from operations | 0 | 0 |
Equity in earnings (loss) of subsidiaries | (39,722) | (38,217) |
Interest expense, net | 0 | 0 |
Amortization of loan fees and debt premium | 0 | 0 |
Accretion on discounted liabilities | 0 | |
Net income | (39,722) | (38,217) |
Less: Net loss attributable to Predecessor | 0 | |
Less: Net income attributable to noncontrolling interest | 0 | 0 |
Net income attributable to the partners | (38,217) | |
Less: Net income attributable to the IDR holder | 0 | |
Net income attributable to PBF Logistics LP unitholders | $ (39,722) | $ (38,217) |
CONDENSED CONSOLIDATING FINAN_5
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net income | $ 22,076 | $ 23,978 | ||
Depreciation and amortization | 8,721 | 6,643 | ||
Amortization of loan fees and debt premium | 449 | 363 | ||
Accretion on discounted liabilities | 760 | 0 | ||
Unit-based compensation expense | 964 | 834 | ||
Equity in earnings of subsidiaries | 0 | 0 | ||
Accounts receivable - affiliates | (6,879) | 8,336 | ||
Accounts receivable | 2,354 | 115 | ||
Prepaids and other current assets | (12) | (598) | ||
Accounts payable - affiliates | (3,385) | (2,984) | ||
Accounts payable and accrued liabilities | 13,302 | 6,908 | ||
Amounts due to (from) related parties | 0 | 0 | ||
Deferred revenue | (65) | (595) | ||
Other assets and liabilities | (76) | (75) | ||
Net cash provided by operating activities | 38,209 | 42,925 | ||
Expenditures for property, plant and equipment | (11,220) | (3,953) | ||
Investment in subsidiaries | 0 | 0 | ||
Net cash used in investing activities | (11,220) | (3,953) | ||
Distributions to unitholders | (27,951) | (23,058) | ||
Contribution from parent | 0 | 1,131 | ||
Distributions to TVPC members | (6,500) | (5,000) | ||
Proceeds from revolving credit facility | 16,000 | 0 | ||
Repayment of revolving credit facility | (12,000) | (9,700) | ||
Net cash used in financing activities | (30,451) | (36,627) | ||
Net change in cash and cash equivalents | (3,462) | 2,345 | ||
Cash and cash equivalents | 16,446 | 22,009 | $ 19,908 | $ 19,664 |
Operating Segments [Member] | Subsidiary Issuer [Member] | ||||
Net income | 22,076 | 23,978 | ||
Depreciation and amortization | 0 | 0 | ||
Amortization of loan fees and debt premium | 449 | 363 | ||
Accretion on discounted liabilities | 274 | |||
Unit-based compensation expense | 964 | 834 | ||
Equity in earnings of subsidiaries | (39,722) | (38,217) | ||
Accounts receivable - affiliates | (110) | (23) | ||
Accounts receivable | 0 | 0 | ||
Prepaids and other current assets | 341 | 30 | ||
Accounts payable - affiliates | (484) | (1,470) | ||
Accounts payable and accrued liabilities | 9,863 | 10,172 | ||
Amounts due to (from) related parties | 28,378 | 29,243 | ||
Deferred revenue | 0 | 0 | ||
Other assets and liabilities | 0 | 0 | ||
Net cash provided by operating activities | 22,029 | 24,910 | ||
Expenditures for property, plant and equipment | 0 | 0 | ||
Investment in subsidiaries | (631) | (462) | ||
Net cash used in investing activities | (631) | (462) | ||
Distributions to unitholders | (27,951) | (23,058) | ||
Contribution from parent | 0 | 0 | ||
Distributions to TVPC members | 0 | 0 | ||
Proceeds from revolving credit facility | 16,000 | |||
Repayment of revolving credit facility | (12,000) | (9,700) | ||
Net cash used in financing activities | (23,951) | (32,758) | ||
Net change in cash and cash equivalents | (2,553) | (8,310) | ||
Cash and cash equivalents | 1,457 | 2,599 | 4,010 | 10,909 |
Operating Segments [Member] | Guarantor Subsidiaries [Member] | ||||
Net income | 39,722 | 38,217 | ||
Depreciation and amortization | 8,721 | 6,643 | ||
Amortization of loan fees and debt premium | 0 | 0 | ||
Accretion on discounted liabilities | 486 | |||
Unit-based compensation expense | 0 | 0 | ||
Equity in earnings of subsidiaries | 0 | 0 | ||
Accounts receivable - affiliates | (6,769) | 8,359 | ||
Accounts receivable | 2,354 | 115 | ||
Prepaids and other current assets | (353) | (628) | ||
Accounts payable - affiliates | (2,901) | (1,514) | ||
Accounts payable and accrued liabilities | 3,439 | (3,264) | ||
Amounts due to (from) related parties | (28,378) | (29,243) | ||
Deferred revenue | (65) | (595) | ||
Other assets and liabilities | (76) | (75) | ||
Net cash provided by operating activities | 16,180 | 18,015 | ||
Expenditures for property, plant and equipment | (11,220) | (3,953) | ||
Investment in subsidiaries | 0 | 0 | ||
Net cash used in investing activities | (11,220) | (3,953) | ||
Distributions to unitholders | 0 | 0 | ||
Contribution from parent | 631 | 1,593 | ||
Distributions to TVPC members | (6,500) | (5,000) | ||
Proceeds from revolving credit facility | 0 | |||
Repayment of revolving credit facility | 0 | 0 | ||
Net cash used in financing activities | (5,869) | (3,407) | ||
Net change in cash and cash equivalents | (909) | 10,655 | ||
Cash and cash equivalents | 14,989 | 19,410 | 15,898 | 8,755 |
Operating Segments [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Net income | 0 | 0 | ||
Depreciation and amortization | 0 | 0 | ||
Amortization of loan fees and debt premium | 0 | 0 | ||
Accretion on discounted liabilities | 0 | |||
Unit-based compensation expense | 0 | 0 | ||
Equity in earnings of subsidiaries | 0 | 0 | ||
Accounts receivable - affiliates | 0 | 0 | ||
Accounts receivable | 0 | 0 | ||
Prepaids and other current assets | 0 | 0 | ||
Accounts payable - affiliates | 0 | 0 | ||
Accounts payable and accrued liabilities | 0 | 0 | ||
Amounts due to (from) related parties | 0 | 0 | ||
Deferred revenue | 0 | 0 | ||
Other assets and liabilities | 0 | 0 | ||
Net cash provided by operating activities | 0 | 0 | ||
Expenditures for property, plant and equipment | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Net cash used in investing activities | 0 | 0 | ||
Distributions to unitholders | 0 | 0 | ||
Contribution from parent | 0 | 0 | ||
Distributions to TVPC members | 0 | 0 | ||
Proceeds from revolving credit facility | 0 | |||
Repayment of revolving credit facility | 0 | 0 | ||
Net cash used in financing activities | 0 | 0 | ||
Net change in cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Consolidation, Eliminations [Member] | ||||
Net income | (39,722) | (38,217) | ||
Depreciation and amortization | 0 | 0 | ||
Amortization of loan fees and debt premium | 0 | 0 | ||
Accretion on discounted liabilities | 0 | |||
Unit-based compensation expense | 0 | 0 | ||
Equity in earnings of subsidiaries | 39,722 | 38,217 | ||
Accounts receivable - affiliates | 0 | 0 | ||
Accounts receivable | 0 | 0 | ||
Prepaids and other current assets | 0 | 0 | ||
Accounts payable - affiliates | 0 | 0 | ||
Accounts payable and accrued liabilities | 0 | 0 | ||
Amounts due to (from) related parties | 0 | 0 | ||
Deferred revenue | 0 | 0 | ||
Other assets and liabilities | 0 | 0 | ||
Net cash provided by operating activities | 0 | 0 | ||
Expenditures for property, plant and equipment | 0 | 0 | ||
Investment in subsidiaries | 631 | 462 | ||
Net cash used in investing activities | 631 | 462 | ||
Distributions to unitholders | 0 | 0 | ||
Contribution from parent | (631) | (462) | ||
Distributions to TVPC members | 0 | 0 | ||
Proceeds from revolving credit facility | 0 | |||
Repayment of revolving credit facility | 0 | 0 | ||
Net cash used in financing activities | (631) | (462) | ||
Net change in cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 |
Uncategorized Items - pbf-20190
Label | Element | Value |
PBF Energy and Valero [Member] | DCR Assets [Member] | Environmental Issue [Member] | ||
Environmental Insurance Policies Coverage | pbf_EnvironmentalInsurancePoliciesCoverage | $ 75,000,000 |
Environmental Insurance Policies, Term of Policies | pbf_EnvironmentalInsurancePoliciesTermOfPolicies | 10 years |
Valero [Member] | DCR Assets [Member] | Environmental Issue [Member] | ||
Site Contingency, Loss Exposure Not Accrued, Best Estimate | us-gaap_SiteContingencyLossExposureNotAccruedBestEstimate | $ 20,000,000 |
PBFX and Sunoco Logistics [Member] | Toledo Terminal [Member] | Environmental Issue [Member] | ||
Site Contingency, Loss Exposure Not Accrued, Best Estimate | us-gaap_SiteContingencyLossExposureNotAccruedBestEstimate | $ 2,000,000 |