EQUITY | EQUITY PBFX had 32,395,961 outstanding common units held by the public as of June 30, 2020. PBF LLC owns 29,953,631 PBFX common units constituting an aggregate of 48.0% of PBFX’s limited partner interest as of June 30, 2020. Unit Activity The partnership agreement authorizes PBFX to issue an unlimited number of additional partnership interests for the consideration of, and on the terms and conditions determined by, PBFX’s general partner without the approval of the unitholders. It is possible that PBFX will fund future acquisitions through the issuance of additional common units, subordinated units or other partnership interests. The following table presents changes in PBFX common units outstanding: Three Months Ended June 30, 2020 2019 Balance at beginning of period 62,151,391 55,348,821 Vesting of phantom units, net of forfeitures 198,201 172,889 New units issued — 6,585,500 Balance at end of period 62,349,592 62,107,210 Six Months Ended June 30, 2020 2019 Balance at beginning of period 62,130,035 45,348,663 Vesting of phantom units, net of forfeitures 219,557 173,047 New units issued — 16,585,500 Balance at end of period 62,349,592 62,107,210 On February 28, 2019, the Partnership closed on the transaction contemplated by the Equity Restructuring Agreement with PBF LLC and PBF GP, pursuant to which PBFX’s incentive distribution rights (“IDRs”) held by PBF LLC were canceled and converted into 10,000,000 newly issued PBFX common units (the “IDR Restructuring”). On April 24, 2019, the Partnership entered into subscription agreements to sell an aggregate of 6,585,500 common units to certain institutional investors in a registered direct public offering (the “2019 Registered Direct Offering”) for gross proceeds of approximately $135,000. The 2019 Registered Direct Offering closed on April 29, 2019. Additionally, 292,341 of the Partnership’s phantom units issued under the PBFX 2014 Long-Term Incentive Plan vested and were converted into common units held by certain directors, officers and current and former employees of our general partner or its affiliates during the year ended December 31, 2019. Holders of any additional common units PBFX issues will be entitled to share equally with the then-existing common unitholders in PBFX’s distributions of available cash. Noncontrolling Interest Prior to the TVPC Acquisition, PBFX’s wholly-owned subsidiary, PBFX Operating Company LLC (“PBFX Op Co”), held a 50% controlling equity interest in TVPC, with the other 50% equity interest in TVPC held by TVP Holding, a subsidiary of PBF Holding. PBFX Op Co was the sole managing member of TVPC. PBFX, through its ownership of PBFX Op Co, consolidated the financial results of TVPC and recorded a noncontrolling interest for the economic interest in TVPC held by TVP Holding. Noncontrolling interest on the condensed consolidated statements of operations included the portion of net income or loss attributable to the economic interest in TVPC held by TVP Holding. Noncontrolling interest on the condensed consolidated balance sheets included the portion of net assets of TVPC attributable to TVP Holding. Subsequent to the TVPC Acquisition, PBFX owns 100% of the equity interest in TVPC and no longer records a noncontrolling interest related to TVPC. Equity Activity The following tables summarize the changes in the carrying amount of the Partnership’s equity during the six months ended June 30, 2020 and 2019: Common Units Balance at December 31, 2019 $ 105,083 Quarterly distributions to unitholders ($0.5200 per unit) (32,703) Net income attributable to the partners 34,813 Unit-based compensation expense* 1,302 Other (6) Balance at March 31, 2020 $ 108,489 Quarterly distributions to unitholders ($0.3000 per unit) (18,843) Net income attributable to the partners 37,460 Unit-based compensation expense 945 Other (805) Balance at June 30, 2020 $ 127,246 * Inclusive of $201 of expense associated with the accelerated vesting of phantom units in March 2020 for nonretirement eligible employees in accordance with their grant agreements. Common Units Noncontrolling Interest Total Equity Balance at December 31, 2018 $ 23,718 $ 169,472 $ 193,190 Quarterly distributions to unitholders ($0.5050 per unit) (28,313) — (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 Quarterly distributions to unitholders ($0.5100 per unit) (32,079) — (32,079) Distributions to TVPC members — (2,000) (2,000) Net income attributable to the partners 22,166 3,162 25,328 Acquisition of TVPC noncontrolling interest (31,147) (168,853) (200,000) Unit-based compensation expense 3,387 — 3,387 Issuance of common units, net of expenses 132,483 — 132,483 Other (1,801) — (1,801) Balance at June 30, 2019 $ 106,994 $ — $ 106,994 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 six months ended June 30, 2020, PBFX made distribution payments as follows: Related Earnings Period: Q4 2019 Q1 2020 Distribution date March 17, 2020 June 17, 2020 Record date February 25, 2020 May 27, 2020 Per unit $ 0.5200 $ 0.3000 To public common unitholders $ 16,732 $ 9,719 To PBF LLC 15,576 8,986 Total distribution $ 32,308 $ 18,705 The quarterly distributions to limited partners for the three and six months ended June 30, 2020 and 2019 are shown in the table below. The Partnership’s distributions are declared subsequent to quarter end (distributions of $0.3000 and $0.5150 per unit declared for the three months ended June 30, 2020 and 2019, respectively, and $0.3000 and $0.5100 per unit declared for the three months ended March 31, 2020 and 2019, respectively); therefore, the table represents total estimated distributions applicable to the period in which the distributions were earned: Three Months Ended Six Months Ended 2020 2019 2020 2019 Limited partners’ distributions: Common $ 18,849 $ 32,398 $ 37,693 $ 64,481 Total distributions $ 18,849 $ 32,398 $ 37,693 $ 64,481 Total cash distributions (1) $ 18,705 $ 31,986 $ 37,410 $ 63,660 |