Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 10, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36446 | ||
Entity Registrant Name | PBF LOGISTICS LP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 35-2470286 | ||
Entity Address, Address Line One | One Sylvan Way, Second Floor | ||
Entity Address, City or Town | Parsippany | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07054 | ||
City Area Code | 973 | ||
Local Phone Number | 455-7500 | ||
Title of 12(b) Security | Common Units Representing Limited Partner Interests | ||
Trading Symbol | PBFX | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 475.6 | ||
Entity Common Units, Units Outstanding (in shares) | 62,597,855 | ||
Entity Central Index Key | 0001582568 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Parsippany, New Jersey |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 33,904 | $ 36,284 |
Accounts receivable - affiliates | 61,724 | 53,220 |
Accounts receivable | 5,549 | 11,382 |
Prepaids and other current assets | 3,476 | 2,590 |
Total current assets | 104,653 | 103,476 |
Property, plant and equipment, net | 787,338 | 820,174 |
Goodwill | 6,332 | 6,332 |
Other non-current assets | 2,974 | 3,570 |
Total assets | 901,297 | 933,552 |
Current liabilities: | ||
Accounts payable - affiliates | 4,096 | 4,940 |
Accounts payable | 5,394 | 4,602 |
Accrued liabilities | 16,812 | 32,224 |
Deferred revenue | 2,372 | 2,117 |
Total current liabilities | 28,674 | 43,883 |
Long-term debt | 622,544 | 720,845 |
Other long-term liabilities | 1,383 | 1,607 |
Total liabilities | 652,601 | 766,335 |
Commitments and contingencies (Note 12) | ||
Equity: | ||
Total equity | 248,696 | 167,217 |
Liabilities and Equity, Total | 901,297 | 933,552 |
Common Units [Member] | ||
Equity: | ||
Common unitholders (62,574,644 and 62,364,838 units issued and outstanding, as of December 31, 2021 and 2020, respectively) | $ 248,696 | $ 167,217 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - Common Units [Member] - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common units issued (in shares) | 62,574,644 | 62,364,838 |
Common units outstanding (in shares) | 62,574,644 | 62,364,838 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Affiliate | $ 304,100 | $ 289,406 | $ 300,877 |
Third-party | 51,435 | 70,849 | 39,335 |
Total revenue | 355,535 | 360,255 | 340,212 |
Costs and expenses: | |||
Operating and maintenance expenses | 103,438 | 99,852 | 118,614 |
General and administrative expenses | 18,735 | 18,748 | 24,515 |
Depreciation and amortization | 37,805 | 53,707 | 38,601 |
Impairment expense | 0 | 7,000 | 0 |
Gain on sale of assets | (2,795) | 0 | 0 |
Change in contingent consideration | 2,988 | (14,390) | (790) |
Total costs and expenses | 160,171 | 164,917 | 180,940 |
Income from operations | 195,364 | 195,338 | 159,272 |
Other expense: | |||
Interest expense, net | (40,355) | (44,377) | (46,555) |
Amortization of loan fees and debt premium | (1,699) | (1,741) | (1,780) |
Accretion on discounted liabilities | (23) | (1,788) | (2,768) |
Net income | 153,287 | 147,432 | 108,169 |
Less: Net income attributable to noncontrolling interest | 0 | 7,881 | |
Net income attributable to PBF Logistics LP unitholders | $ 153,287 | $ 147,432 | $ 100,288 |
Weighted-average limited partner units outstanding: | |||
Common units - basic (in shares) | 62,810,703 | 62,535,964 | |
Common units - diluted (in shares) | 62,906,080 | 62,543,700 | |
Common Units [Member] | |||
Net income per limited partner unit: | |||
Common units - basic (in dollars per share) | $ 2.44 | $ 2.36 | $ 1.71 |
Common units - diluted (in dollars per share) | $ 2.44 | $ 2.36 | $ 1.71 |
Weighted-average limited partner units outstanding: | |||
Common units - basic (in shares) | 62,810,703 | 62,535,964 | 58,583,231 |
Common units - diluted (in shares) | 62,906,080 | 62,543,700 | 58,687,945 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY - USD ($) $ in Thousands | Total | TVPC [Member] | Common Units [Member] | Noncontrolling Interest [Member]PBF LLC [Member] | Limited Partner [Member]Common Units [Member] |
Partners' Capital, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2018 | $ 193,190 | $ 169,472 | $ 23,718 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Quarterly distributions to unitholders | (125,483) | 0 | (125,483) | ||
Distributions to TVPC members | $ (8,500) | $ (129,892) | (8,500) | 0 | |
Net income attributable to the partners | 108,169 | 7,881 | 100,288 | ||
Unit-based compensation expense | 6,765 | 0 | 6,765 | ||
Acquisition of TVPC noncontrolling interest | (200,000) | (168,853) | (31,147) | ||
Issuance of common units, net of expenses | 132,483 | 0 | 132,483 | ||
Other | (1,541) | 0 | (1,541) | ||
Partners' Capital, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2019 | 105,083 | 0 | 105,083 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Quarterly distributions to unitholders | (89,338) | 0 | (89,338) | ||
Distributions to TVPC members | (75,578) | (75,578) | |||
Net income attributable to the partners | 147,432 | 0 | 147,432 | ||
Unit-based compensation expense | 4,939 | 0 | 4,939 | ||
Issuance of common units, net of expenses | 0 | ||||
Other | (899) | 0 | (899) | ||
Partners' Capital, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2020 | 167,217 | 0 | 167,217 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Quarterly distributions to unitholders | (75,958) | 0 | (75,958) | ||
Distributions to TVPC members | (76,065) | $ (76,065) | |||
Net income attributable to the partners | 153,287 | 0 | 153,287 | ||
Unit-based compensation expense | 5,320 | 0 | 5,320 | ||
Issuance of common units, net of expenses | 0 | ||||
Other | (1,170) | 0 | (1,170) | ||
Partners' Capital, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2021 | $ 248,696 | $ 0 | $ 248,696 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 153,287 | $ 147,432 | $ 108,169 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 37,805 | 53,707 | 38,601 |
Impairment expense | 0 | 7,000 | 0 |
Amortization of loan fees and debt premium | 1,699 | 1,741 | 1,780 |
Accretion on discounted liabilities | 23 | 1,788 | 2,768 |
Unit-based compensation expense | 5,320 | 4,939 | 6,765 |
Change in contingent consideration | 2,988 | (14,390) | (790) |
Gain (Loss) on Disposition of Other Assets | (2,795) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable - affiliates | (8,504) | (5,164) | (11,004) |
Accounts receivable | 5,833 | (4,031) | 810 |
Prepaids and other current assets | (886) | 1,238 | (472) |
Accounts payable - affiliates | (844) | (1,514) | (1,645) |
Accounts payable | 621 | (6,050) | 5,564 |
Accrued liabilities | (6,814) | 3,478 | 509 |
Deferred revenue | 255 | (1,072) | 229 |
Other assets and liabilities | (218) | (2,460) | (2,277) |
Net cash provided by operating activities | 187,770 | 186,642 | 149,007 |
Cash flows from investing activities: | |||
Expenditures for property, plant and equipment | (8,622) | (12,308) | (31,746) |
Proceeds from sale of assets | 7,215 | 0 | 0 |
Net cash used in investing activities | (1,407) | (12,308) | (31,746) |
Cash flows from financing activities: | |||
Proceeds from issuance of common units | 0 | 0 | 132,483 |
Acquisition of TVPC noncontrolling interest | 0 | 0 | (200,000) |
Distributions to unitholders | (74,986) | (88,426) | (123,910) |
Distributions to TVPC members | 0 | 0 | (8,500) |
Deferred payment for the East Coast Storage Assets Acquisition | 0 | 0 | (32,000) |
Proceeds from revolving credit facility | 0 | 100,000 | 228,000 |
Repayment of revolving credit facility | (100,000) | (183,000) | (101,000) |
Payment of contingent consideration | (12,176) | 0 | 0 |
Deferred financing costs and other | (1,581) | (1,590) | 2,724 |
Net cash used in financing activities | (188,743) | (173,016) | (102,203) |
Net change in cash and cash equivalents | (2,380) | 1,318 | 15,058 |
Cash and cash equivalents, beginning of period | 36,284 | 34,966 | 19,908 |
Cash and cash equivalents at end of period | 33,904 | 36,284 | 34,966 |
Supplemental cash flow disclosures: | |||
Contribution of net assets from PBF LLC | 396 | 0 | 242 |
Accrued capital expenditures | 834 | 962 | 1,193 |
Assets acquired under operating leases | 0 | 0 | 482 |
Interest, net of capitalized interest of $187, $710 and $526 in 2021, 2020 and 2019, respectively | 41,366 | 43,840 | 46,539 |
IDR Restructuring [Member] | |||
Supplemental cash flow disclosures: | |||
Units issued in connection with the IDR Restructuring | $ 0 | $ 0 | $ 215,300 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | |||
Capitalized interest | $ 187 | $ 710 | $ 526 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
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 master limited partnership (“MLP”) 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 December 31, 2021, owned 99.2% of the total economic interest in PBF LLC. In addition, PBF LLC is the sole managing member of PBF Holding Company LLC (“PBF Holding”), a Delaware limited liability company and affiliate of PBFX. On May 14, 2014, PBFX completed its initial public offering (“IPO”). As of December 31, 2021, PBF LLC held a 47.9% limited partner interest in PBFX, with the remaining 52.1% limited partner interest owned by public unit holders. PBFX engages in the processing of crude oil and the receiving, handling, storing and transferring of crude oil, refined products, natural gas and intermediates. The Partnership generally does not take ownership of or receive any payments based on the value of the crude oil, products, natural gas or intermediates that it handles and does not engage in the trading of any commodities. PBFX’s assets are integral to the operations of PBF Holding’s refineries, and, as a result, the Partnership continues to generate a substantial majority of its revenue from transactions with PBF Holding. Additionally, certain of PBFX’s assets generate revenue from third-party transactions. Principles of Combination and Consolidation and Basis of Presentation In connection with the IPO, PBF LLC contributed the assets, liabilities and results of operations of certain crude oil terminaling assets to the Partnership. The assets were owned and operated by PBF Holding’s subsidiaries, Delaware City Refining Company LLC (“DCR”) and Toledo Refining Company LLC, and were contributed to PBF LLC in connection with the IPO. PBF Holding, together with its subsidiaries, owns and operates six oil refineries (two of which are operated as a single unit) and related facilities in North America. PBF Energy, through its ownership in PBF LLC, controls all of the business affairs of PBFX and PBF Holding. PBFX’s initial assets consisted of a double loop track with ancillary pumping and unloading equipment (the “DCR Rail Terminal”) and a crude truck unloading terminal consisting of lease automatic custody transfer units (the “Toledo Truck Terminal”, which, together with the DCR Rail Terminal, are referred to as the “IPO Assets”). Subsequent to the IPO, the Partnership acquired from PBF LLC a heavy crude oil rail unloading facility at the Delaware City Refinery (the “DCR West Rack,” together with the DCR Rail Terminal, the “DCR Rail Facility”); a tank farm and related facilities, which included a propane storage and loading facility (the “Toledo Storage Facility”); an interstate petroleum products pipeline (the “DCR Products Pipeline”) and truck loading rack (the “DCR Truck Rack”), which are collectively referred to as the “DCR Products Pipeline and Truck Rack”; 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”); the interstate natural gas pipeline at PBF Holding’s Paulsboro Refinery (the “Paulsboro Natural Gas Pipeline”); a loading and unloading rail facility located at PBF Holding’s Toledo Refinery (the “Toledo Rail Products Facility”); a truck loading rack facility located at PBF Holding’s Chalmette Refinery (the “Chalmette Truck Rack”); a rail yard facility located at PBF Holding’s Chalmette Refinery (the “Chalmette Rosin Yard”); a lube oil terminal facility located at PBF Holding’s Paulsboro Refinery (the “Paulsboro Lube Oil Terminal”); and 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”). |
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF ACCOUNTING POLICIES | SUMMARY OF ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with United States of America (“U.S.”) generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Business Combinations The Partnership uses the acquisition method of accounting for third-party acquisitions for the recognition of assets acquired and liabilities assumed in business combinations 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. Significant judgment is required in estimating the fair value of assets acquired. As a result, in the case of significant acquisitions, the Partnership obtains the assistance of third-party valuation specialists in estimating fair values of tangible and intangible assets based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While the Partnership’s management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. Certain of the Partnership’s acquisitions may include earn-out provisions or other forms of contingent consideration. As of the acquisition date, the Partnership records contingent consideration, as applicable, at the estimated fair value of expected future payments associated with the earn-out. Any changes to the recorded fair value of contingent consideration, subsequent to the measurement period, will be recognized as earnings in the period in which it occurs. The Acquisitions from PBF were transfers between entities under common control. Accordingly, the Partnership records the net assets that were acquired from PBF Energy on its consolidated balance sheets at PBF Energy’s historical carrying value rather than fair value. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits, and short-term investments with original maturities of three months or less, but exclude debt or equity securities classified as U.S. Treasury Securities. Property, Plant and Equipment Property, plant and equipment are recorded at cost. PBFX capitalizes costs associated with the preliminary, pre-acquisition and development/construction stages of a major construction project. PBFX capitalizes the interest cost associated with major construction projects based on the effective interest rate of its total borrowings. Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. PBFX’s depreciable property, plant and equipment are comprised of storage, pipelines, terminals and equipment which are depreciated using the straight-line method over estimated useful lives of 3-25 years. Goodwill Goodwill is calculated as the excess of the purchase price over the fair value of the identifiable net assets and is carried at cost. Goodwill is not amortized for financial reporting purposes; however, it is subject to annual assessment to determine if an impairment of goodwill has occurred. The Partnership performs this impairment review annually as of July 1 or in any period prior to the annual assessment in which the Partnership experiences any circumstances that would indicate an impairment exists, such as disruptions in its business or other significant declines in results. An impairment loss is recorded if the implied fair value of the reporting unit is less than the carrying value. Reporting units are based on a component of the business with discrete financial information that management reviews on a regular basis. The Partnership reviews its reporting units on an annual basis. Intangibles The Partnership’s intangibles are comprised of customer relationships and customer contracts, which were acquired in connection with certain acquisitions, all of which were recorded at their estimated fair value at the date of acquisition. Intangibles with definite lives are amortized using the straight-line method over their relative estimated useful life, or the period of which they provide an economic benefit. The customer relationships estimated useful life was determined to be 10 years and the customer contracts estimated useful life was determined to be 13 years. Intangible assets are included in “Other non-current assets” within the Partnership’s consolidated balance sheets. Intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible may not be recoverable. If the sum of the expected undiscounted future cash flows related to an intangible asset is less than the carrying amount of that asset, an impairment loss is recognized based on the fair value of the asset. Impairment Assessment of Long-Lived Assets PBFX evaluates property, plant and equipment and other long-lived assets for impairment on a continual basis and reassesses the reasonableness of these assets’ useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events of impairment may include, among other things, significant adverse changes in the business climate, market conditions, environmental regulations or a determination that it is more likely than not that an asset or an asset group will be sold or retired before the end of its estimated useful life. These possible triggering events of impairment may impact the Partnership’s assumptions related to future throughput levels, revenues, expenses, capital expenditures and remaining useful life. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. A long-lived asset is deemed not recoverable if its carrying value exceeds the sum of the undiscounted cash flows expected to result from the asset’s use, early retirement or disposition. Cash flows for long-lived assets or assets groups are determined at the lowest level for which identifiable cash flows exist. If the carrying value of a long-lived asset is deemed not recoverable, an impairment loss is recognized for the amount by which the carrying value of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. The Partnership’s assumptions incorporate inherent uncertainties that are, at times, difficult to predict and could result in impairment charges or accelerated depreciation in future periods if actual results materially differ from the assumptions used. Asset Retirement Obligations PBFX records an asset retirement obligation at fair value for the estimated cost to retire a tangible long-lived asset at the time PBFX incurs that liability, which is generally when the asset is purchased, constructed or leased. PBFX records the liability when it has a legal or contractual obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate cannot be made at the time the liability is incurred, PBFX will record the liability when sufficient information is available to estimate the liability’s fair value. Certain of PBFX’s asset retirement obligations are based on its legal obligation to perform remedial activity when it permanently ceases operations of the long-lived assets. PBFX therefore considers the settlement date of these obligations to be indeterminable. Accordingly, PBFX cannot calculate an associated asset retirement liability for these obligations at this time. PBFX will measure and recognize the fair value of these asset retirement obligations when the settlement date is determinable. As of and for the periods ended December 31, 2021 and 2020, the Partnership had no asset retirement obligations. Product Imbalances The Partnership incurs product imbalances as a result of tank storage volume fluctuations at certain of its terminals. Fluctuations are due to differences in the measurements of actual product stored as compared to total consigned volumes per the customer. The Partnership uses a year-to-date weighted average market price to value our assets and liabilities related to product imbalances. Product imbalance liabilities are included in “Accrued liabilities” and product imbalance assets are included in “Prepaids and other current assets” in the Partnership’s consolidated balance sheets. As of and for the periods ended December 31, 2021 and 2020, the imbalance amounts were immaterial. Environmental Matters Liabilities for future remediation costs are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for periodic assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable future costs using currently available technology and the impact that current regulations may have on our remediation plans. The measurement of environmental remediation liabilities may be discounted to reflect the time value of money if the aggregate amount and timing of cash payments of the liabilities are fixed or reliably determinable. The actual settlement of PBFX’s liability for environmental matters could materially differ from its estimates due to a number of uncertainties such as the extent of contamination, changes in environmental laws and regulations, potential improvements in remediation technologies and the participation of other responsible parties. Revenue Recognition PBFX recognizes revenue by charging fees for crude oil and refined products terminaling, pipeline, storage and processing services based on the greater of the contractual minimum volume commitment (“MVC”), as applicable, or the delivery of actual volumes transferred based on contractual rates applied to throughput volumes. Prior to the IPO and effective date of the Acquisitions from PBF, a majority of PBFX’s assets were part of the integrated operations of PBF Energy. With the exception of the DCR Products Pipeline and the Paulsboro Lube Oil Terminal, PBF Energy generally recognized only the costs associated with these assets. Following the closing of the IPO and Acquisitions from PBF, PBFX’s revenue is generated by commercial agreements with subsidiaries of PBF Energy. In addition, PBFX generates third-party revenue from certain of its assets. Billings to PBFX’s third-party customers for throughput services are billed monthly for actual totals shipped through the terminals. A portion of the fee-based agreements provide for fixed demand charges, which are recognized as revenue pursuant to the contract terms. Billings to third-party customers for tank lease obligations occur in the prior month and are recorded as deferred revenue, which is recognized in the period in which the customer receives such storage services. Unit-Based Compensation PBF GP provides unit-based compensation to certain officers, non-employee directors and seconded employees of PBFX’s general partner or its affiliates, consisting of phantom units. The fair value of PBFX’s phantom units are measured based on the fair market value of the underlying common units on the date of the grant based on the common unit closing price on the grant date. The estimated fair value of PBFX’s phantom units is amortized over the vesting period using the straight-line method. Awards typically vest over a four-year service period, subject to acceleration if certain conditions are met. The phantom unit awards may be settled in common units, cash or a combination of both. Expenses related to unit-based compensation are included in “General and administrative expenses” within the Partnership’s consolidated statements of operations. Net Income Per Unit In addition to the common units, PBFX has identified the general partner interest and incentive distribution rights (prior to the IDR Restructuring, as defined below) as participating securities and uses the two-class method when calculating the net income per unit applicable to limited partners. Net income per unit applicable to limited partners (including common unitholders) is computed by dividing limited partners’ interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common units. On February 28, 2019, the Partnership closed on an 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”). 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. Net income (loss) attributable to the Acquisitions from PBF prior to the effective date of each transaction was allocated entirely to PBF GP as if only PBF GP had rights to that net income (loss); therefore, there is no retrospective adjustment to previously reported net income per unit. Fair Value of Financial Instruments The estimated fair value of cash, accounts receivable, certain other current assets, accounts payable, certain accrued expenses and other current liabilities approximates their carrying value reflected in the Consolidated Financial Statements because of the short-term maturity of the instruments. 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. PBFX uses appropriate valuation techniques based on the available inputs to measure the fair values of its applicable assets and liabilities. When available, PBFX measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. In some valuations, the inputs may fall into different levels in the hierarchy. In these cases, the asset or liability level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurements. Income Taxes PBFX is not a taxable entity for federal income tax purposes or the income taxes of those states that follow the federal income tax treatment of partnerships. Instead, for purposes of these income taxes, each partner of the Partnership is required to take into account their share of items of income, gain, loss and deduction in computing their federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership. The taxable income reportable to each partner takes into account differences between the tax basis and fair market value of PBFX’s assets, the acquisition price of such partner’s units and the taxable income allocation requirements under the Third Amended and Restated Agreement of Limited Partnership of PBF Logistics LP (as amended, the “partnership agreement”). We are unable to readily determine the net difference in the bases of our assets and liabilities for financial and tax reporting purposes because individual unitholders have different investment bases depending upon the timing and price of acquisition of their partnership units. As PBFX is a limited partnership treated as a “flow-through” entity for income tax purposes, there is no benefit or provision for U.S. federal or state income tax in the accompanying financial statements. Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions affected by the expected market transition from the London Interbank Offering Rate (“LIBOR”) and other interbank rates if certain criteria are met. The amendments in ASU 2020-04 are effective for all entities at any time beginning on March 12, 2020 through December 31, 2022 and may be applied from the beginning of an interim period that includes the issuance date of ASU 2020-04. The Partnership does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements and related disclosures. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Revenue Recognition In accordance with FASB Accounting Standards Codification Topic 606 “Revenue from Contracts with Customers,” revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration to which the Partnership expects to be entitled in exchange for those goods or services. As disclosed in Note 14 “Segment Information” of the Notes to 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 revenue for each service category by segment for the periods presented: Year Ended December 31, 2021 2020 2019 Transportation and Terminaling Segment Terminaling $ 155,834 $ 144,114 $ 145,307 Pipeline 83,373 80,587 81,328 Other 45,612 46,322 56,110 Total 284,819 271,023 282,745 Storage Segment Storage 56,264 57,932 51,859 Other 14,452 31,300 5,608 Total 70,716 89,232 57,467 Total Revenue $ 355,535 $ 360,255 $ 340,212 PBFX recognizes revenue by charging fees for crude oil and refined products terminaling, pipeline, storage and processing services based on contractual rates applied to the greater of contractual MVCs, as applicable, or actual volumes transferred, stored or processed. Minimum Volume Commitments Transportation and Terminaling Segment The Partnership’s Transportation and Terminaling segment consists of product terminals, pipelines, crude unloading facilities and other facilities capable of transporting and handling crude oil, refined products and natural gas. Certain of the affiliate and third-party Transportation and Terminaling commercial agreements contain MVCs. Under these commercial agreements, if the Partnership’s customer fails to transport its minimum throughput volumes during any specified period, the customer will pay the Partnership an amount equal to the difference in actual volumes transported and/or throughput and the minimum volumes required under the agreement multiplied by the applicable contractual rate (each a “deficiency payment”). Deficiency payments are initially recorded as deferred revenue on the Partnership’s consolidated balance sheets for all contracts in which the MVC deficiency makeup period is contractually longer than a fiscal quarter. Certain of the Partnership’s customers may apply deficiency payment amounts as a credit against volumes throughput in excess of its MVC, as applicable, during subsequent quarters under the terms of the applicable agreement. The Partnership recognizes operating revenue for the deficiency payments when credits are used for volumes transported in excess of MVCs or at the end of the contractual period. Unused credits determined to have a remote chance of being utilized by customers in the future are recognized as operating revenue in the period when that determination is made. The use or recognition of the credits is recorded as a reduction to deferred revenue. Storage Segment The Partnership earns storage revenue under crude oil and refined products storage contracts. In addition, the Partnership earns storage revenue under processing agreements at its East Coast storage facility. Certain of these affiliate and third-party contracts contain capacity reservation agreements, under which the Partnership collects a fee for reserving storage capacity for customers in its facilities. Customers generally pay reservation fees based on the level of storage capacity reserved rather than the actual volumes stored. MVC Payments to be Received As of December 31, 2021, MVC payments to be received, based on future performance obligations of the Partnership, related to noncancellable commercial terminaling, pipeline and storage agreements were as follows: 2022 $ 95,787 2023 89,110 2024 87,176 2025 86,937 2026 — Thereafter — Total MVC payments to be received (1)(2) $ 359,010 (1) All fixed consideration from contracts with customers is included in the amounts presented above. Variable consideration that is constrained or not required to be estimated is excluded. (2) Arrangements deemed leases are excluded from this table. Leases Lessor Disclosures The Partnership has leased certain of its assets under lease agreements with varying terms up to fifteen years, including leases of storage, terminaling, pipeline and processing assets. Certain of these leases include options to extend or renew the lease for one 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 December 31, 2021, all of the Partnership’s leases have been determined to be operating leases. Some of the Partnership’s lease arrangements contain lease components ( e.g., MVCs) and non-lease components ( e.g., maintenance, labor charges, etc.). The Partnership accounts for the lease and non-lease components as a single lease component for every asset class. Certain of the Partnership’s lease agreements include MVCs that are adjusted periodically based on a specified index or rate. The leases are initially measured using the projected payments adjusted for the index or rate in effect at the commencement date. The Partnership’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Partnership expects to derive significant future benefits from its leased assets following the end of the lease term, as the remaining useful life would be sufficient to allow the Partnership to enter into new leases for such assets. In the normal course of business, the Partnership enters into contracts with PBF Holding and its refineries whereby PBF Holding and its refineries lease certain of the Partnership’s storage, terminaling and pipeline assets. The Partnership believes the terms and conditions under these leases are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. The terms for these affiliate leases range from one The table below quantifies lease revenue for the periods presented: Year Ended December 31, 2021 2020 2019 Affiliate $ 150,540 $ 148,563 $ 153,399 Third-party 31,990 53,456 24,255 Total lease revenue $ 182,530 $ 202,019 $ 177,654 Undiscounted Cash Flows The table below presents the fixed component of the undiscounted cash flows to be received for each of the periods presented for the Partnership’s operating leases with customers as of December 31, 2021: 2022 $ 138,829 2023 137,719 2024 136,498 2025 109,816 2026 79,395 Thereafter 54,573 Total undiscounted future cash to be received $ 656,830 Assets Under Lease The Partnership’s assets that are subject to lease are included in “Property, plant and equipment, net” within the Partnership’s consolidated balance sheets. The table below quantifies, by category within property, plant and equipment, the assets that are subject to lease as of December 31, 2021 and 2020: December 31, December 31, Land $ 98,337 $ 98,337 Pipelines 322,437 321,254 Terminals and equipment 83,411 83,387 Storage facilities and processing units 183,493 182,600 687,678 685,578 Accumulated depreciation (133,962) (109,153) Net assets subject to lease $ 553,716 $ 576,425 Deferred Revenue The Partnership records deferred revenue when cash payments are received or due in advance of performance, including amounts which are refundable. Deferred revenue was $2,372 and $2,117 as of December 31, 2021 and 2020, respectively. Changes in deferred revenue are primarily driven by the timing and extent of cash payments received in advance of satisfying the Partnership’s performance obligations for the comparative periods. The Partnership’s payment terms vary by the type and location of the customer and the services offered. The period between invoicing and when payment is due is not significant ( i.e., generally within two months). For certain services and customer types, the Partnership requires payment before the services are performed for the customer. Significant Judgment and Practical Expedients For performance obligations, the Partnership determined that customers are able to obtain control of these services over time. The Partnership determined that these performance obligations, which are satisfied over time, are considered a series that generally have the same pattern of transfer to customers. For stand ready performance obligations, the Partnership generally recognizes revenue over time on a straight-line basis under the time-elapsed output method as the Partnership believes this is a reasonable basis in determining how customers obtain the benefits of the Partnership’s services. For non-stand ready performance obligations, the Partnership generally recognizes revenue over time based on actual performance (current period volumes multiplied by the applicable rate per unit of volume) as the Partnership believes this accurately depicts the transfer of benefits to customers. The Partnership did not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Partnership recognizes revenue at the amount to which the Partnership has the right to invoice for services performed. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Acquisition 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 in accordance with GAAP. On April 24, 2019, the Partnership entered into a Contribution Agreement with PBF LLC, pursuant to which the Partnership acquired from PBF LLC all of the issued and outstanding limited liability company interests of TVP Holding Company LLC (“TVP Holding”), which held the remaining 50% equity interest in Torrance Valley Pipeline Company LLC (“TVPC”) (the “TVPC Acquisition”). The TVPC Acquisition closed on May 31, 2019 for total consideration of $200,000 in cash, which was financed through proceeds from the 2019 Registered Direct Offering (as defined in Note 9 “Equity” of the Notes to Consolidated Financial Statements) and borrowings under the Partnership’s Revolving Credit Facility (as defined in Note 8 “Debt” of the Notes to Consolidated Financial Statements). As a result of the TVPC Acquisition, the Partnership owns 100% of the equity interest in TVPC. Prior to the TVPC Acquisition, PBFX consolidated TVPC, a variable interest entity with the interest in TVPC not owned by PBFX reflected as a reduction to net income and equity as a noncontrolling interest. In accordance with the Amended and Restated Limited Liability Company Agreement of TVPC, the Partnership’s wholly-owned subsidiary PBFX Operating Company LLC (“PBFX Op Co”) serves as TVPC’s managing member. PBFX, through its ownership of PBFX Op Co, has the sole ability to direct the activities of TVPC that most significantly impact its economic performance. PBFX was also considered to be the primary beneficiary for accounting purposes and, as a result, fully consolidated TVPC. TVPC provides transportation and storage services to PBF Holding, primarily under fee-based contracts. Subsequent to the TVPC Acquisition, PBFX owns 100% of the equity interest in TVPC and no longer records a noncontrolling interest related to TVPC. Acquisition Expenses PBFX did not incur any acquisition-related costs for the year ended December 31, 2021. Acquisition-related costs were $1,382 for the year ended December 31, 2020, primarily consisting of consulting and legal expenses related to pending and non-consummated acquisitions. Acquisition-related costs were $1,696 for the year ended December 31, 2019, primarily consisting of consulting and legal expenses related to the TVPC Acquisition and other pending and non-consummated acquisitions. These costs are included in “General and administrative expenses” within the Partnership’s consolidated statements of operations. |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
CURRENT EXPECTED CREDIT LOSSES | CURRENT EXPECTED CREDIT LOSSES Credit Losses The Partnership has exposure to credit losses through its collection of fees charged to customers for terminaling, pipeline, storage and processing services. The Partnership evaluates creditworthiness on an individual customer basis. The Partnership utilizes a financial review model for purposes of evaluating creditworthiness, which is based on information from financial statements and credit reports. The financial review model enables the Partnership to assess the customer’s risk profile and determine credit limits on the basis of their financial strength, including, but not limited to, their liquidity, leverage, debt serviceability, longevity and how they pay their bills. The Partnership may require security in the form of letters of credit or cash payments in advance of product and services delivery for certain customers that are deemed higher risk. Additionally, the Partnership may hold customers’ product in storage at its facilities as collateral and/or deny access to its facilities, as allowable under commercial law or its contractual agreements, should payment not be received. The Partnership reviews each customer’s credit risk profile at least annually, or more frequently if warranted. Following the widespread market disruption that has resulted from the coronavirus disease 2019 (“COVID-19”) pandemic, including resurgences and variants of the virus and related governmental and consumer responses, the Partnership has been performing ongoing credit reviews of its customers including monitoring for any negative credit events such as customer bankruptcy or insolvency events. Based on its credit assessments, the Partnership may adjust payment terms or limit available trade credit for customers, and customers within certain industries, which are deemed to be at a higher risk. The Partnership performs a quarterly allowance for doubtful accounts analysis to assess whether an allowance needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews accounts that are past due, have known disputes or have experienced any negative credit events that may result in future collectability issues. There was no allowance for doubtful accounts recorded as of December 31, 2021 or 2020. |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: December 31, December 31, Land $ 114,844 $ 115,957 Pipelines 346,512 345,328 Terminals and equipment 321,082 319,861 Storage facilities and processing units 202,729 200,662 Construction in progress 2,991 3,761 988,158 985,569 Accumulated depreciation (200,820) (165,395) Property, plant and equipment, net $ 787,338 $ 820,174 Capitalized interest in connection with construction during 2021 and 2020 was $187 and $710, respectively. Depreciation expense was $37,304, $43,512 and $37,295 for the years ended December 31, 2021, 2020 and 2019, respectively. On December 30, 2021, the Partnership closed on a third-party sale of real property at the Partnership’s refined product terminals located in and around Philadelphia, Pennsylvania (the “East Coast Terminals”) and recognized a gain of $2,795 on the sale, which is included within “Gain on sale of assets” within the Partnership’s consolidated statements of operations. In connection with the Partnership’s acquisition of CPI Operations LLC (“CPI”) from Crown Point International LLC (“Crown Point”) in October 2018, the purchase and sale agreement included an earn-out provision related to an existing commercial agreement (the “CPI Processing Agreement”), based on the future results of certain acquired idled assets, which recommenced operations in October 2019. In the third quarter of 2020, pursuant to the terms of the CPI Processing Agreement, the counterparty exercised its right to terminate the contract at the conclusion of the initial contract year, effective in the fourth quarter of 2020 (the “CPI Contract Termination”). In the third quarter of 2020, as a result of the CPI Contract Termination, the Partnership recorded an impairment charge of $3,000 within the Storage Segment to write-down the related processing unit assets. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | GOODWILL AND INTANGIBLES Goodwill The Partnership performed its annual goodwill impairment assessment as of July 1, 2021 and determined that the carrying value of goodwill was not impaired. As of December 31, 2021, the carrying amount of goodwill was $6,332, all of which was recorded within the Transportation and Terminaling segment. Intangibles The Partnership’s net intangibles consisted of the following: December 31, December 31, Customer contracts $ 9,300 $ 9,300 Customer relationships 5,900 5,900 15,200 15,200 Accumulated amortization (12,397) (11,896) Total intangibles, net* $ 2,803 $ 3,304 * Intangibles, net are included in “Other non-current assets” within the Partnership’s consolidated balance sheets. Amortization expense was $501 and $10,195 for the years ended December 31, 2021 and 2020, respectively. The Partnership estimates amortization expense will be $501 for each of the next five years. In the third quarter of 2020, as a result of the CPI Contract Termination, the Partnership recorded an impairment charge of $4,000 within the Storage Segment to write-down a customer contract intangible asset. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Revolving Credit Facility On July 30, 2018, the Partnership entered into an amended and restated revolving credit facility (as amended, the “Revolving Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of lenders with a capacity of $500,000. The Revolving Credit Facility is available to fund working capital, acquisitions, distributions and capital expenditures and for other general partnership purposes. The Partnership has the ability to increase the maximum amount of the Revolving Credit Facility by an aggregate amount of up to $250,000, to a total facility size of $750,000, subject to receiving increased commitments from the lenders or other financial institutions and satisfaction of certain conditions. The Revolving Credit Facility includes a $75,000 sublimit for standby letters of credit and a $25,000 sublimit for swingline loans. Obligations under the Revolving Credit Facility are guaranteed by the Partnership’s restricted subsidiaries and secured by a first priority lien on the Partnership’s assets and those of the Partnership’s restricted subsidiaries. The maturity date of the Revolving Credit Facility is July 30, 2023 and may be extended for one year on up to two occasions, subject to certain customary terms and conditions. Borrowings under the Revolving Credit Facility will bear interest either at the Base Rate (as defined in the Revolving Credit Agreement, which is defined below) plus an applicable margin ranging from 0.75% to 1.75%, or at LIBOR plus an applicable margin ranging from 1.75% to 2.75%. The applicable margin will vary based on the Partnership’s Consolidated Total Leverage Ratio (as defined in the Revolving Credit Agreement). The agreement governing the Revolving Credit Facility (the “Revolving Credit Agreement”) contains affirmative and negative covenants customary for revolving credit facilities of this nature which, among other things, limit or restrict the Partnership’s ability and the ability of its restricted subsidiaries to incur or guarantee debt, incur liens, make investments, make restricted payments, amend material contracts, engage in certain business activities, engage in mergers, consolidations and other organizational changes, sell, transfer or otherwise dispose of assets, enter into burdensome agreements or enter into transactions with affiliates on terms which are not at arm’s length. Additionally, the Partnership is required to maintain the following financial ratios, each as defined in the Revolving Credit Agreement: (a) Consolidated Interest Coverage of at least 2.50 to 1.00, (b) Consolidated Total Leverage of not greater than 4.50 to 1.00 and (c) Consolidated Senior Secured Leverage of not greater than 3.50 to 1.00. The Revolving Credit Agreement contains events of default customary for transactions of its nature, including, but not limited to (and subject to grace periods in certain circumstances), the failure to pay any principal, interest or fees when due, failure to perform or observe any covenant contained in the Revolving Credit Agreement or related documentation, any representation or warranty made in the agreements or related documentation being untrue in any material respect when made, default under certain material debt agreements, commencement of bankruptcy or other insolvency proceedings, certain changes in the Partnership’s ownership or the ownership or board composition of PBF GP and material judgments or orders. Upon the occurrence and during the continuation of an event of default under the Revolving Credit Agreement, the lenders may, among other things, terminate their commitments, declare any outstanding loans to be immediately due and payable and/or exercise remedies against the Partnership and the collateral as may be available to the lenders under the Revolving Credit Agreement and related documentation or applicable law. As of December 31, 2021, PBFX had $100,000 of borrowings and $3,508 of letters of credit outstanding under the Revolving Credit Facility. Senior Notes On May 12, 2015, the Partnership entered into an indenture (as supplemented by the supplemental indenture for the additional notes, the “Indenture”) among the Partnership, PBF Logistics Finance Corporation, a Delaware corporation and wholly-owned subsidiary of the Partnership (“PBF Finance,” and together with the Partnership, the “Issuers”), the Guarantors (as defined below) and Deutsche Bank Trust Company Americas, as Trustee, under which the Issuers issued $350,000 in aggregate principal amount of 6.875% Senior Notes due 2023. On October 6, 2017, the Partnership entered into a supplemental indenture for the purpose of issuing an additional $175,000 in aggregate principal amount of 6.875% Senior Notes due 2023 (together with the initially issued notes, the “2023 Notes”). The additional amount of 2023 Notes were issued at 102% of face value with an effective interest rate of 6.442%. The additional amount of 2023 Notes are treated as a single series with the initially issued 2023 Notes and have the same terms as those of the initially issued 2023 Notes, except that (a) the additional amount of 2023 Notes are subject to a separate registration rights agreement, which was filed and deemed effective on April 2, 2018, and the exchange was finalized in May 2018, and (b) the additional amount of 2023 Notes were issued initially under CUSIP numbers different from the initially issued 2023 Notes. As of December 31, 2021, PBFX had $525,000 of borrowings outstanding under the 2023 Notes. The 2023 Notes are guaranteed on a senior unsecured basis by Delaware City Logistics Company LLC (“DCLC”), Delaware Pipeline Company LLC (“DPC”), Delaware City Terminaling Company LLC (“DCTC”), Toledo Terminaling Company LLC, PBF Logistics Products Terminals LLC (“PLPT”), PBFX Op Co, TVPC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Rail Logistics Company LLC, Chalmette Logistics Company LLC, Paulsboro Terminaling Company LLC, DCR Storage and Loading Company LLC, CPI and PBFX Ace Holdings LLC (collectively, the “Guarantors” and each a “Guarantor”). 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. The 2023 Notes are general senior unsecured obligations of the Issuers and are equal in right of payment with all of the Issuers’ existing and future senior indebtedness, including amounts outstanding under the Revolving Credit Facility. The 2023 Notes are effectively subordinated to all of the Issuers’ and the Guarantors’ existing and future secured debt, including the Revolving Credit Facility, to the extent of the value of the assets securing that secured debt and will be structurally subordinated to all indebtedness of the Partnership’s subsidiaries that do not guarantee the 2023 Notes. The 2023 Notes will mature on May 15, 2023. The 2023 Notes will be senior to any future subordinated indebtedness the Issuers may incur. The Partnership pays interest on the 2023 Notes semi-annually in cash in arrears on May 15 and November 15 of each year. The Indenture contains customary terms, events of default and covenants for transactions of this nature. These covenants include limitations on the Partnership’s and its restricted subsidiaries’ ability to, among other things: (i) make investments, (ii) incur additional indebtedness or issue preferred units, (iii) pay dividends or make distributions on units or redeem or repurchase our subordinated debt, (iv) create liens, (v) incur dividend or other payment restrictions affecting subsidiaries, (vi) sell assets, (vii) merge or consolidate with other entities and (viii) enter into transactions with affiliates. These covenants are subject to a number of important limitations and exceptions. The Issuers may redeem all or part of the 2023 Notes, in each case at the redemption prices described in the Indenture, together with any accrued and unpaid interest to the date of redemption. If the Partnership undergoes certain change of control events, holders of the 2023 Notes will have the right to require the Issuers to purchase all or any part of the 2023 Notes at a price equal to 101% of the aggregate principal amount of the 2023 Notes, together with any accrued and unpaid interest to the date of purchase. In connection with certain asset dispositions, the Issuers will be required to use the net cash proceeds of the asset dispositions (subject to a right to reinvest such net cash proceeds) to make an offer to purchase the 2023 Notes at 100% of the principal amount, together with any accrued and unpaid interest to the date of purchase. The Issuers may issue additional notes, from time to time, pursuant to the Indenture. Fair Value Measurement The estimated fair value of the Revolving Credit Facility approximates its carrying value, categorized as a Level 2 measurement, as this borrowing bears interest based on short-term floating market interest rates. The estimated fair value of the 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 $513,661 at December 31, 2021. The carrying value and fair value of PBFX’s debt, exclusive of unamortized debt issuance costs and unamortized premium on the additional 2023 Notes, was $625,000 and $613,661 as of December 31, 2021 and $725,000 and $703,025 as of December 31, 2020, respectively. Debt Maturities Debt maturing in the next five years and thereafter is as follows: Year Ending December 31, 2022 $ — 2023 625,000 2024 — 2025 — 2026 — Thereafter — Total debt outstanding 625,000 Unamortized debt issuance costs (3,383) Unamortized 2023 Notes premium 927 Net carrying value of debt $ 622,544 |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
EQUITY | EQUITY PBFX had 32,621,013 outstanding common units held by the public as of December 31, 2021. PBF LLC owns 29,953,631 PBFX common units constituting an aggregate of 47.9% of PBFX’s limited partner interest as of December 31, 2021. 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: Year Ended December 31, 2021 2020 Balance at beginning of period 62,364,838 62,130,035 Vesting of phantom units, net of forfeitures 209,806 234,803 Balance at end of period 62,574,644 62,364,838 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. 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, 308,427, 325,384 and 292,341 of the Partnership’s phantom units issued under the PBFX 2014 Long-Term Incentive Plan (as amended, “LTIP”) vested and were converted into common units held by certain directors, officers and current and former employees of PBFX’s general partner or its affiliates during the years ended December 31, 2021, 2020 and 2019, respectively. 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. Refer to Note 10 “Unit-Based Compensation” of the Notes to Consolidated Financial Statements for further information. Noncontrolling Interest Prior to the TVPC Acquisition, PBFX’s wholly-owned subsidiary, 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 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 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. Allocations of Net Income PBFX’s partnership agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, PBFX’s partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to PBF LLC. 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. The tables below summarize PBFX’s 2021 and 2020 quarterly cash distributions declared: 2021 Declaration Date Record Date Distribution Date Quarterly Distribution per Common Unit First quarter April 29 May 13 May 27 $ 0.30 Second quarter July 29 August 12 August 26 0.30 Third quarter October 28 November 12 November 30 0.30 Fourth quarter February 10, 2022 February 24, 2022 March 10, 2022 0.30 Total $ 1.20 2020 Declaration Date Record Date Distribution Date Quarterly Distribution per Common Unit First quarter May 15 May 27 June 17 $ 0.30 Second quarter July 31 August 13 August 26 0.30 Third quarter October 29 November 16 November 30 0.30 Fourth quarter February 11, 2021 February 25, 2021 March 17, 2021 0.30 Total $ 1.20 The quarterly distributions to limited partners for the years ended December 31, 2021 and 2020 are shown in the table below. The Partnership’s distributions are declared subsequent to quarter end; therefore, the table represents total estimated distributions applicable to the period in which the distributions were earned: Year Ended December 31, 2021 2020 Limited partners’ distributions: Common $ 76,065 $ 75,578 Total distributions $ 76,065 $ 75,578 Total cash distributions (1) $ 75,049 $ 74,828 (1) Excludes phantom unit distributions, which are accrued and paid upon vesting. |
UNIT-BASED COMPENSATION
UNIT-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
UNIT-BASED COMPENSATION | UNIT-BASED COMPENSATION Under PBFX’s LTIP, PBFX issues phantom unit awards to certain directors, officers and seconded employees of PBFX’s general partner or its affiliates and its employees as compensation. The fair value of each phantom unit on the grant date is equal to the market price of PBFX’s common units on that date. The estimated fair value of PBFX’s phantom units is amortized using the straight-line method over the vesting period of four years, subject to acceleration if certain conditions are met. Unit-based compensation expense related to the Partnership was $5,320, $4,939 and $6,765 for the years ended December 31, 2021, 2020 and 2019, respectively. These expenses are included in “General and administrative expenses” within the Partnership’s consolidated statements of operations. A summary of PBFX’s unit award activity for the year ended December 31, 2021 is set forth below: Number of Phantom Units Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 769,688 $ 15.29 Granted 344,546 14.50 Vested (308,427) 17.07 Forfeited (15,125) 12.81 Nonvested at December 31, 2021 790,682 $ 14.30 Total unrecognized compensation cost related to PBFX’s nonvested phantom units totaled $4,702 as of December 31, 2021 and will be recognized from 2022 through 2025. The fair value of nonvested phantom units outstanding as of December 31, 2021 totaled $11,307. The following table shows fair value information related to PBFX’s phantom units for the periods presented: Year Ended December 31, 2021 2020 2019 Weighted-average grant-date fair value per share of phantom units granted $ 14.50 $ 8.14 $ 21.39 Fair value of phantom units vested (in thousands) $ 4,576 $ 3,187 $ 6,198 |
NET INCOME PER UNIT
NET INCOME PER UNIT | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME PER UNIT | NET INCOME PER UNITEarnings 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. Diluted net income per unit excludes the effects of 117,253, 490,262 and 5,500 phantom units because they were anti-dilutive for the years ended December 31, 2021, 2020 and 2019, respectively. In addition to the common units, PBFX had 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 period. Refer to Note 9 “Equity” of the Notes to Consolidated Financial Statements for descriptions of the Partnership’s recent equity activity. When calculating basic earnings per unit under the two-class method for an MLP, 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 tables show the calculation of net income per limited partner unit: Year Ended December 31, 2021 Net income attributable to the partners: Distributions declared $ 76,065 Earnings less distributions 77,222 Net income attributable to the partners $ 153,287 Weighted-average units outstanding - basic 62,810,703 Weighted-average units outstanding - diluted 62,906,080 Net income per limited partner unit - basic $ 2.44 Net income per limited partner unit - diluted 2.44 Year Ended December 31, 2020 Net income attributable to the partners: Distributions declared $ 75,578 Earnings less distributions 71,854 Net income attributable to the partners $ 147,432 Weighted-average units outstanding - basic 62,535,964 Weighted-average units outstanding - diluted 62,543,700 Net income per limited partner unit - basic $ 2.36 Net income per limited partner unit - diluted 2.36 Year Ended December 31, 2019 Net income attributable to the partners: Distributions declared $ 129,892 Earnings less distributions (29,604) Net income attributable to the partners $ 100,288 Weighted-average units outstanding - basic 58,583,231 Weighted-average units outstanding - diluted 58,687,945 Net income per limited partner unit - basic $ 1.71 Net income per limited partner unit - diluted 1.71 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Regulatory Matters The DCR Rail Terminal and the DCR West Rack 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 (“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. On December 28, 2016, the Delaware Department of Natural Resources and Environmental Control (“DNREC”) issued a CZA permit for ethanol (the “Ethanol Permit”) to DCR allowing the utilization of existing tanks and existing marine loading equipment at their existing facilities to enable denatured ethanol to be loaded from storage tanks to marine vessels and shipped to offsite facilities. On January 13, 2017, the issuance of the Ethanol Permit was appealed by two environmental groups. On February 27, 2017, the Coastal Zone Industrial Board (the “Coastal Zone Board”) held a public hearing and dismissed the appeal, determining that the appellants did not have standing. The appellants filed an appeal of the Coastal Zone Board’s decision with the Delaware Superior Court (the “Superior Court”) on March 30, 2017. On January 19, 2018, the Superior Court rendered an Opinion regarding the decision of the Coastal Zone Board to dismiss the appeal of the Ethanol Permit for the ethanol project. The judge determined that the record created by the Coastal Zone Board was insufficient for the Superior Court to make a decision, and therefore remanded the case back to the Coastal Zone Board to address the deficiency in the record. Specifically, the Superior Court directed the Coastal Zone Board to address any evidence concerning whether the appellants’ claimed injuries would be affected by the increased quantity of ethanol shipments. On remand, the Coastal Zone Board met on January 28, 2019 and reversed its previous decision on standing, ruling that the appellants have standing to appeal the issuance of the Ethanol Permit. The parties to the action filed a joint motion with the Coastal Zone Board, requesting that the Coastal Zone Board concur with the parties’ proposal to secure from the Superior Court confirmation that all rights and claims are preserved for any subsequent appeal to the Superior Court, and that the matter then be scheduled for a hearing on the merits before the Coastal Zone Board. The Coastal Zone Board notified the parties in January of 2020 that it concurred with the parties’ proposed course of action. The appellants and DCR subsequently filed a motion with the Superior Court requesting relief consistent with what was described to the Coastal Zone Board. In March of 2020, the Superior Court issued a letter relinquishing jurisdiction over the matter and concurring with the parties’ proposal to allow the case to proceed to a hearing on the merits before the Coastal Zone Board. The parties must now jointly propose to the Coastal Zone Board a schedule for pre-hearing activity and a merits hearing to resolve the matter. The parties must, therefore, submit to the Coastal Zone Board a joint proposed schedule to govern future proceedings related to the merits hearing to resolve the matter. On October 19, 2017, the Delaware City Refinery received approval from the 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, 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. During 2018, the U.S. Environmental Protection Agency (“EPA”) conducted certain evaluations of the ambient air in the vicinity of one of PBFX’s terminals. PBFX and the EPA agreed to resolve the EPA’s allegations through execution of an Administrative Consent Order (the “ACO”). The ACO, effective on November 13, 2019, provides for PBFX to make a civil penalty payment of $226, and commit to certain injunctive relief, notably including the installation and operation of a thermal oxidizer to reduce the emissions to the atmosphere of volatile organic compound emissions collected from certain existing tanks. Pursuant to the terms of the ACO, PBFX does not admit the factual or legal allegations, nor any liability for noncompliance as alleged by the EPA. PBFX began the renegotiation of the ACO in December 2020 specifically with regard to provision for the installation and operation of a thermal oxidizer. As PBFX’s terminal no longer inventories the material for which the ACO was written, the ACO should be amended accordingly. On December 4, 2020, the Pennsylvania Department of Environmental Protection (the “PADEP”) issued a draft Consent Order and Agreement (“CAO”) to PLPT with respect to two alleged violations at the Philadelphia terminal for failure to: 1) test and inspect regulated piping as required in accordance with industry standards; and 2) have a professional engineering certification that all above ground storage tanks meet the applicable performance standards and requirements as a result of an alleged release of oil on January 10, 2019 into the Schuylkill River resulting from a pipe leak that was not contained by emergency containment structure. The draft order included a proposed penalty of $800. On December 15, 2021, the Partnership entered into a final CAO and agreed to pay the $800 penalty. Under the final CAO, the Partnership capped its future liability at $250 if the PADEP were to bring a subsequent enforcement action under the Pennsylvania Clean Streams Law (the “CSL”) for environmental damage allegedly caused by the release of oil from PLPT’s operational violations. Under the final CAO, the Partnership also reserved its rights to challenge any subsequent enforcement action brought by the PADEP under the CSL. On January 13, 2022, the Partnership received from the PADEP, a Consent Assessment of Civil Penalty alleging violations under the CSL of over $1,000. However, because of the final CAO cap, the PADEP’s penalty demand to settle these alleged violations is $250. The Partnership is currently reviewing the alleged violations and settlement offer. 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. PBFX recorded a total liability related to environmental remediation obligations at certain of its assets of $1,695 and $1,760 as of December 31, 2021 and 2020, respectively, related to existing environmental liabilities. During the first quarter of 2019, the Partnership notified certain agencies of an oil sheen present in the Schuylkill River near one of its facilities. Clean-up, identification and mitigation of the source were immediately initiated. The PADEP approved the Site Characterization Report submitted by the Partnership. A Remedial Action Plan was submitted to the PADEP in October 2020. The PADEP approved the Remedial Action Plan in January 2021, and the response activities are substantially complete. Future remediation costs and any potential penalties are currently not expected to be material to the Partnership. Contingent Consideration In connection with the Partnership’s acquisition of CPI from Crown Point in October 2018, the purchase and sale agreement between the Partnership and Crown Point included an earn-out provision related to the CPI Processing Agreement, based on the future results of certain acquired idled assets (the “Contingent Consideration”). The Partnership and Crown Point agreed to share equally in the future operating profits of the restarted assets, as defined in the purchase and sale agreement, over a contractual term of up to three years starting in 2019. The Contingent Consideration recorded was $2,932 and $12,120 as of December 31, 2021 and 2020, respectively. As of December 31, 2021, the Contingent Consideration is included in “Accrued liabilities” within the Partnership’s consolidated balance sheets. The Contingent Consideration is categorized in Level 3 of the fair value hierarchy and is estimated based on management’s estimate of the future cash flows associated with the recommenced idled assets. The changes in fair value of the obligation during the years ended December 31, 2021 and 2020 were primarily due to the changes in the estimated future cash flows of the assets, accretion on the discounted liability and settlement payments made by the Partnership. Pursuant to the terms of the CPI Processing Agreement, the counterparty exercised its right to terminate the contract at the conclusion of the initial contract year, resulting in an adjustment to the fair value of the Contingent Consideration for the year ended December 31, 2020 of $16,429, reflecting the elimination of the estimated earn-out for years two and three of the performance period. Subsequent to the CPI Contract Termination, the counterparty and the Partnership agreed to multiple extension agreements for certain of the originally contracted services on a limited basis through the third quarter of 2021. Following the conclusion of these extension agreements, the Partnership and a new counterparty have entered into a short-term commercial agreement (the “Successor Processing Agreement”) at the restarted processing unit assets. The Successor Processing Agreement runs through February 2022. The operating profits resulting from the Successor Processing Agreement remain subject to the earn-out provision between the Partnership and Crown Point, and any future agreements entered into related to the restarted processing unit assets could result in earn-out obligations for the Partnership during the three-year contractual period, which runs through October 2022. The following table summarizes the changes in fair value of the Contingent Consideration for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Balance at beginning of period $ 12,120 $ 26,086 Accretion on discounted liabilities — 1,760 Settlements (12,176) (1,500) Unrealized charge (gain) included in earnings 2,988 (14,226) Balance at end of period $ 2,932 $ 12,120 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Agreements with PBF Energy Entities Commercial Agreements PBFX currently derives a majority of its revenue from long-term, fee-based agreements with PBF Holding, which generally include MVCs and contractual fee escalations for inflation adjustments and certain increases in operating costs. PBFX believes the terms and conditions under these agreements, as well as the Omnibus Agreement and the Services Agreement (each as defined below), each with PBF Holding, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. These commercial agreements (as defined in the table below) with PBF Holding include: 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 Toledo Truck Unloading & Terminaling Services Agreement (c) 5/8/2014 7 years, 8 months 2 x 5 5,500 bpd Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility (c) 12/12/2014 10 years 2 x 5 4,400 bpd Delaware Pipeline Services Agreement 5/15/2015 10 years, 8 months 2 x 5 50,000 bpd Delaware Pipeline Services Agreement- Magellan Connection 11/1/2016 2 years, 5 months See note (d) See note (d) Delaware City Truck Loading Services Agreement- Gasoline 5/15/2015 10 years, 8 months 2 x 5 30,000 bpd Delaware City Truck Loading Services Agreement- LPGs 5/15/2015 10 years, 8 months 2 x 5 5,000 bpd East Coast Terminals Terminaling Services Agreements (e) 5/1/2016 Various (f) Evergreen 15,000 bpd (g) East Coast Terminals Tank Lease Agreements 5/1/2016 Various (f) Evergreen 350,000 barrels (h) Torrance Valley Pipeline Transportation Services Agreement- North Pipeline (c) 8/31/2016 10 years 2 x 5 50,000 bpd Agreements Initiation Date Initial Term Renewals (a) MVC Force Majeure Transportation and Terminaling (continued) Torrance Valley Pipeline Transportation Services Agreement- South Pipeline (c) 8/31/2016 10 years 2 x 5 75,000 bpd (i) PBFX or PBF Holding can declare Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank (c) 8/31/2016 10 years 2 x 5 55,000 barrels (h) Torrance Valley Pipeline Transportation Services Agreement- Emidio Storage Tank (c) 8/31/2016 10 years 2 x 5 900,000 barrels per month Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank (c) 8/31/2016 10 years 2 x 5 770,000 barrels per month Paulsboro Natural Gas Pipeline Services Agreement (c) 8/4/2017 15 years Evergreen 60,000 dekatherms per day Knoxville Terminals Agreement- Terminaling Services 4/16/2018 5 years Evergreen Various (j) Knoxville Terminals Agreement- Storage Services 4/16/2018 5 years Evergreen 115,334 barrels (h) Toledo Rail Loading Agreement (c) 7/31/2018 7 years, 5 months 2 x 5 Various (k) Chalmette Terminal Throughput Agreement 7/31/2018 1 year Evergreen N/A Chalmette Rail Unloading Agreement 7/31/2018 7 years, 5 months 2 x 5 7,600 bpd DSL Ethanol Throughput Agreement (c) 7/31/2018 7 years, 5 months 2 x 5 5,000 bpd Delaware City Terminaling Services Agreement (l) 1/1/2022 4 years 2 x 5 95,000 bpd Storage Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility (c) 12/12/2014 10 years 2 x 5 3,849,271 barrels (h) PBFX or PBF Holding can declare Chalmette Storage Agreement (c) See note (m) 10 years 2 x 5 625,000 barrels (h) East Coast Storage Assets Terminal Storage Agreement (c) 1/1/2019 8 years Evergreen 2,953,725 barrels (h) ___________________ (a) PBF Holding has the option to extend the agreements for up to two additional five-year terms, as applicable. (b) The Amended and Restated Rail Agreements, as amended and effective as of January 1, 2018, include the Amended and Restated Delaware City Rail Terminaling Services Agreement and the Amended and Restated Delaware West Ladder Rack Terminaling Services Agreement, each between DCTC and PBF Holding, with the service fees thereunder being adjusted, including the addition of an ancillary fee paid by PBF Holding on an actual cost basis. In determining payments due under the Amended and Restated Rail Agreements, excess volumes throughput under the agreements shall apply against required payments in respect to the minimum throughput commitments on a quarterly basis and, to the extent not previously applied, on an annual basis against the MVCs. Effective January 1, 2019, the existing Amended and Restated Rail Agreements were further amended for the inclusion of services through certain rail infrastructure at the Partnership’s East Coast storage facility. (c) These commercial agreements with PBF Holding are considered leases. (d) In connection with the inclusion of an additional destination at the Magellan connection under the Delaware Pipeline Services Agreement, DPC and PBF Holding 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, subsequent to which the Partnership has been billing actual throughput on the Magellan connection. (e) Subsequent to the Partnership’s acquisition of the Toledo, Ohio refined products terminal assets (the “Toledo Products Terminal”) from Sunoco Logistics Partners L.P., the Toledo Products Terminal was added to the East Coast Terminals Terminaling Services Agreements. (f) The East Coast Terminals related party agreements include varying initial term lengths, ranging from one (g) The East Coast Terminals Terminaling Services Agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between the East Coast Terminals’ Paulsboro, New Jersey location and PBF Holding’s Paulsboro Refinery, with a 15,000 bpd MVC. (h) Reflects the overall 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. PBF Holding’s available shell capacity may be subject to change as agreed to by the Partnership and PBF Holding. (i) In connection with the TVPC Acquisition on May 31, 2019, the Torrance Valley Pipeline Transportation Services Agreement- South Pipeline was amended and restated to increase the MVC from 70,000 bpd to 75,000 bpd. (j) The minimum throughput revenue commitment for the Knoxville Terminals Agreement- Terminaling Services is $894 for year one, $1,788 for year two and $2,683 for year three and thereafter. (k) Under the Toledo Rail Loading Agreement, PBF Holding has minimum throughput commitments for (i) 30 railcars per day of products and (ii) 11.5 railcars per day of premium products. The Toledo Rail Loading Agreement also specifies a maximum throughput rate of 50 railcars per day. (l) The Delaware City Terminaling Services Agreement between DCTC and PBF Holding commenced on January 1, 2022 subsequent to the expiration of the Amended and Restated Rail Agreements and includes additional services provided by PBFX as operator of other rail facilities owned by PBF Holding’s subsidiaries. (m) The Chalmette Storage Services Agreement was entered into on February 15, 2017 and commenced on November 1, 2017. Omnibus Agreement 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”) for the provision of executive management services and support for accounting and finance, legal, human resources, information technology, environmental, health and safety, and other administrative functions, as well as (i) PBF LLC’s agreement not to compete with the Partnership under certain circumstances, subject to certain exceptions, (ii) the Partnership’s right of first offer for ten years to acquire certain logistics assets retained by PBF Energy following PBFX’s IPO, including certain logistics assets that PBF LLC or its subsidiaries may construct or acquire in the future, subject to certain exceptions, and (iii) a license to use the PBF Logistics trademark and name. The annual fee under the Omnibus Agreement for the year ended December 31, 2021 was $7,340, inclusive of obligations under the Omnibus Agreement to reimburse PBF LLC for certain compensation and benefit costs of employees who devoted more than 50% of their time to PBFX during the year ended December 31, 2021. PBFX expects to pay an annual fee of $8,275, inclusive of estimated obligations under the Omnibus Agreement to reimburse PBF LLC for certain compensation and benefit costs of employees who devote more than 50% of their time to PBFX for the year ending December 31, 2022. Services Agreement 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, American Petroleum Institute solids treatment, fire water and compressed air. For the year ended December 31, 2021, PBFX paid an annual fee of $8,683 to PBF Holding pursuant to the Services Agreement and expects to pay the same annual fee to PBF Holding pursuant to the Services Agreement for the year ending December 31, 2022. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that the Partnership may terminate any service on 30-days’ notice. Distributions In connection with the Partnership’s quarterly distributions, the Partnership distributed $35,944, $42,534 and $61,405 to PBF LLC for the years ended December 31, 2021, 2020 and 2019, respectively. During the five months ended May 31, 2019, TVPC distributed $8,500 to each of its members, which included TVP Holding, a subsidiary of PBF Holding. Subsequent to the closing of the TVPC Acquisition on May 31, 2019, PBFX owns 100% of the equity interest in TVPC. 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: Year Ended December 31, 2021 2020 2019 Revenue $ 304,100 $ 289,406 $ 300,877 Operating and maintenance expenses 8,683 8,683 8,617 General and administrative expenses 7,340 7,592 7,748 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATIONThe 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. The Partnership’s operating segments are organized into two reportable segments: (i) Transportation and Terminaling and (ii) Storage. Operations that are not included in either the Transportation and Terminaling or the Storage segments are included in Corporate. The Partnership does not have any foreign operations. The Partnership’s Transportation and Terminaling segment consists of operating segments that include product terminals, pipelines, crude unloading facilities and other facilities capable of transporting and handling crude oil, refined products and natural gas. The Partnership’s Storage segment consists of operating segments that include storage and other facilities capable of processing crude oil and handling crude oil, refined products and intermediates. Revenue is generated from third-party transactions as well as commercial agreements entered into with PBF Holding under which the Partnership receives fees for transportation, terminaling, storage and processing services. The commercial agreements with PBF Holding are described in Note 13 “Related Party Transactions” of the Notes to Consolidated Financial Statements. Certain general and administrative expenses and interest and financing costs are included in Corporate as they are not directly attributable to a specific reporting segment. Identifiable assets are those used by the operating segments, whereas assets included in Corporate are principally cash, deposits and other assets that are not associated with operations. Year Ended December 31, 2021 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 284,819 $ 70,716 $ — $ 355,535 Depreciation and amortization 29,241 8,564 — 37,805 Income (loss) from operations 185,132 28,967 (18,735) 195,364 Other expense — — 42,077 42,077 Capital expenditures 8,048 574 — 8,622 Year Ended December 31, 2020 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 271,023 $ 89,232 $ — $ 360,255 Depreciation and amortization 28,308 25,399 — 53,707 Income (loss) from operations 169,264 44,822 (18,748) 195,338 Other expense — — 47,906 47,906 Capital expenditures 8,334 3,974 — 12,308 Year Ended December 31, 2019 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 282,745 $ 57,467 $ — $ 340,212 Depreciation and amortization 27,826 10,775 — 38,601 Income (loss) from operations 163,036 20,751 (24,515) 159,272 Other expense — — 51,103 51,103 Capital expenditures 16,886 14,860 — 31,746 Balance at December 31, 2021 Transportation and Terminaling Storage Corporate Consolidated Total Total assets $ 688,005 $ 188,393 $ 24,899 $ 901,297 Balance at December 31, 2020 Transportation and Terminaling Storage Corporate Consolidated Total Total assets $ 715,308 $ 200,130 $ 18,114 $ 933,552 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Cash distribution On February 10, 2022, PBF GP’s board of directors announced a cash distribution, based on the results of the fourth quarter of 2021, of $0.30 per unit. The distribution is payable on March 10, 2022 to PBFX unitholders of record at the close of business on February 24, 2022. |
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with United States of America (“U.S.”) generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Business Combinations | Business Combinations The Partnership uses the acquisition method of accounting for third-party acquisitions for the recognition of assets acquired and liabilities assumed in business combinations 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. Significant judgment is required in estimating the fair value of assets acquired. As a result, in the case of significant acquisitions, the Partnership obtains the assistance of third-party valuation specialists in estimating fair values of tangible and intangible assets based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While the Partnership’s management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. Certain of the Partnership’s acquisitions may include earn-out provisions or other forms of contingent consideration. As of the acquisition date, the Partnership records contingent consideration, as applicable, at the estimated fair value of expected future payments associated with the earn-out. Any changes to the recorded fair value of contingent consideration, subsequent to the measurement period, will be recognized as earnings in the period in which it occurs. The Acquisitions from PBF were transfers between entities under common control. Accordingly, the Partnership records the net assets that were acquired from PBF Energy on its consolidated balance sheets at PBF Energy’s historical carrying value rather than fair value. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits, and short-term investments with original maturities of three months or less, but exclude debt or equity securities classified as U.S. Treasury Securities. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost. PBFX capitalizes costs associated with the preliminary, pre-acquisition and development/construction stages of a major construction project. PBFX capitalizes the interest cost associated with major construction projects based on the effective interest rate of its total borrowings. Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. |
Goodwill | GoodwillGoodwill is calculated as the excess of the purchase price over the fair value of the identifiable net assets and is carried at cost. Goodwill is not amortized for financial reporting purposes; however, it is subject to annual assessment to determine if an impairment of goodwill has occurred. The Partnership performs this impairment review annually as of July 1 or in any period prior to the annual assessment in which the Partnership experiences any circumstances that would indicate an impairment exists, such as disruptions in its business or other significant declines in results. An impairment loss is recorded if the implied fair value of the reporting unit is less than the carrying value. Reporting units are based on a component of the business with discrete financial information that management reviews on a regular basis. The Partnership reviews its reporting units on an annual basis. |
Intangibles | Intangibles The Partnership’s intangibles are comprised of customer relationships and customer contracts, which were acquired in connection with certain acquisitions, all of which were recorded at their estimated fair value at the date of acquisition. Intangibles with definite lives are amortized using the straight-line method over their relative estimated useful life, or the period of which they provide an economic benefit. The customer relationships estimated useful life was determined to be 10 years and the customer contracts estimated useful life was determined to be 13 years. Intangible assets are included in “Other non-current assets” within the Partnership’s consolidated balance sheets. Intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible may not be recoverable. If the sum of the expected undiscounted future cash flows related to an intangible asset is less than the carrying amount of that asset, an impairment loss is recognized based on the fair value of the asset. |
Impairment Assessment of Long-Lived Assets | Impairment Assessment of Long-Lived Assets PBFX evaluates property, plant and equipment and other long-lived assets for impairment on a continual basis and reassesses the reasonableness of these assets’ useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events of impairment may include, among other things, significant adverse changes in the business climate, market conditions, environmental regulations or a determination that it is more likely than not that an asset or an asset group will be sold or retired before the end of its estimated useful life. These possible triggering events of impairment may impact the Partnership’s assumptions related to future throughput levels, revenues, expenses, capital expenditures and remaining useful life. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. A long-lived asset is deemed not recoverable if its carrying value exceeds the sum of the undiscounted cash flows expected to result from the asset’s use, early retirement or disposition. Cash flows for long-lived assets or assets groups are determined at the lowest level for which identifiable cash flows exist. If the carrying value of a long-lived asset is deemed not recoverable, an impairment loss is recognized for the amount by which the carrying value of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. The Partnership’s assumptions incorporate inherent uncertainties that are, at times, difficult to predict and could result in impairment charges or accelerated depreciation in future periods if actual results materially differ from the assumptions used. |
Asset Retirement Obligations | Asset Retirement Obligations PBFX records an asset retirement obligation at fair value for the estimated cost to retire a tangible long-lived asset at the time PBFX incurs that liability, which is generally when the asset is purchased, constructed or leased. PBFX records the liability when it has a legal or contractual obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate cannot be made at the time the liability is incurred, PBFX will record the liability when sufficient information is available to estimate the liability’s fair value. Certain of PBFX’s asset retirement obligations are based on its legal obligation to perform remedial activity when it permanently ceases operations of the long-lived assets. PBFX therefore considers the settlement date of these obligations to be indeterminable. Accordingly, PBFX cannot calculate an associated asset retirement liability for these obligations at this time. PBFX will measure and recognize the fair value of these asset retirement obligations when the settlement date is determinable. As of and for the periods ended December 31, 2021 and 2020, the Partnership had no asset retirement obligations. |
Product Imbalances | Product Imbalances The Partnership incurs product imbalances as a result of tank storage volume fluctuations at certain of its terminals. Fluctuations are due to differences in the measurements of actual product stored as compared to total consigned volumes per the customer. The Partnership uses a year-to-date weighted average market price to value our assets and liabilities related to product imbalances. Product imbalance liabilities are included in “Accrued liabilities” and product imbalance assets are included in “Prepaids and other current assets” in the Partnership’s consolidated balance sheets. As of and for the periods ended December 31, 2021 and 2020, the imbalance amounts were immaterial. |
Environmental Matters | Environmental Matters Liabilities for future remediation costs are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for periodic assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable future costs using currently available technology and the impact that current regulations may have on our remediation plans. The measurement of environmental remediation liabilities may be discounted to reflect the time value of money if the aggregate amount and timing of cash payments of the liabilities are fixed or reliably determinable. The actual settlement of PBFX’s liability for environmental matters could materially differ from its estimates due to a number of uncertainties such as the extent of contamination, changes in environmental laws and regulations, potential improvements in remediation technologies and the participation of other responsible parties. |
Revenue Recognition | Revenue Recognition PBFX recognizes revenue by charging fees for crude oil and refined products terminaling, pipeline, storage and processing services based on the greater of the contractual minimum volume commitment (“MVC”), as applicable, or the delivery of actual volumes transferred based on contractual rates applied to throughput volumes. Prior to the IPO and effective date of the Acquisitions from PBF, a majority of PBFX’s assets were part of the integrated operations of PBF Energy. With the exception of the DCR Products Pipeline and the Paulsboro Lube Oil Terminal, PBF Energy generally recognized only the costs associated with these assets. Following the closing of the IPO and Acquisitions from PBF, PBFX’s revenue is generated by commercial agreements with subsidiaries of PBF Energy. In addition, PBFX generates third-party revenue from certain of its assets. Billings to PBFX’s third-party customers for throughput services are billed monthly for actual totals shipped through the terminals. A portion of the fee-based agreements provide for fixed demand charges, which are recognized as revenue pursuant to the contract terms. Billings to third-party customers for tank lease obligations occur in the prior month and are recorded as deferred revenue, which is recognized in the period in which the customer receives such storage services. |
Unit-Based Compensation | Unit-Based Compensation PBF GP provides unit-based compensation to certain officers, non-employee directors and seconded employees of PBFX’s general partner or its affiliates, consisting of phantom units. The fair value of PBFX’s phantom units are measured based on the fair market value of the underlying common units on the date of the grant based on the common unit closing price on the grant date. The estimated fair value of PBFX’s phantom units is amortized over the vesting period using the straight-line method. Awards typically vest over a four-year service period, subject to acceleration if certain conditions are met. The phantom unit awards may be settled in common units, cash or a combination of both. Expenses related to unit-based compensation are included in “General and administrative expenses” within the Partnership’s consolidated statements of operations. |
Net Income Per Unit | Net Income Per Unit In addition to the common units, PBFX has identified the general partner interest and incentive distribution rights (prior to the IDR Restructuring, as defined below) as participating securities and uses the two-class method when calculating the net income per unit applicable to limited partners. Net income per unit applicable to limited partners (including common unitholders) is computed by dividing limited partners’ interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common units. On February 28, 2019, the Partnership closed on an 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”). 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. Net income (loss) attributable to the Acquisitions from PBF prior to the effective date of each transaction was allocated entirely to PBF GP as if only PBF GP had rights to that net income (loss); therefore, there is no retrospective adjustment to previously reported net income per unit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The estimated fair value of cash, accounts receivable, certain other current assets, accounts payable, certain accrued expenses and other current liabilities approximates their carrying value reflected in the Consolidated Financial Statements because of the short-term maturity of the instruments. |
Fair Value Measurement | 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. PBFX uses appropriate valuation techniques based on the available inputs to measure the fair values of its applicable assets and liabilities. When available, PBFX measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. In some valuations, the inputs may fall into different levels in the hierarchy. In these cases, the asset or liability level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurements. |
Income Taxes | Income Taxes PBFX is not a taxable entity for federal income tax purposes or the income taxes of those states that follow the federal income tax treatment of partnerships. Instead, for purposes of these income taxes, each partner of the Partnership is required to take into account their share of items of income, gain, loss and deduction in computing their federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership. The taxable income reportable to each partner takes into account differences between the tax basis and fair market value of PBFX’s assets, the acquisition price of such partner’s units and the taxable income allocation requirements under the Third Amended and Restated Agreement of Limited Partnership of PBF Logistics LP (as amended, the “partnership agreement”). We are unable to readily determine the net difference in the bases of our assets and liabilities for financial and tax reporting purposes because individual unitholders have different investment bases depending upon the timing and price of acquisition of their partnership units. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions affected by the expected market transition from the London Interbank Offering Rate (“LIBOR”) and other interbank rates if certain criteria are met. The amendments in ASU 2020-04 are effective for all entities at any time beginning on March 12, 2020 through December 31, 2022 and may be applied from the beginning of an interim period that includes the issuance date of ASU 2020-04. The Partnership does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements and related disclosures. |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from External Customers by Products and Services [Table Text Block] | The following table provides information relating to the Partnership’s revenue for each service category by segment for the periods presented: Year Ended December 31, 2021 2020 2019 Transportation and Terminaling Segment Terminaling $ 155,834 $ 144,114 $ 145,307 Pipeline 83,373 80,587 81,328 Other 45,612 46,322 56,110 Total 284,819 271,023 282,745 Storage Segment Storage 56,264 57,932 51,859 Other 14,452 31,300 5,608 Total 70,716 89,232 57,467 Total Revenue $ 355,535 $ 360,255 $ 340,212 |
Schedule of Future Minimum Volume Commitments to be received [Table Text Block] | As of December 31, 2021, MVC payments to be received, based on future performance obligations of the Partnership, related to noncancellable commercial terminaling, pipeline and storage agreements were as follows: 2022 $ 95,787 2023 89,110 2024 87,176 2025 86,937 2026 — Thereafter — Total MVC payments to be received (1)(2) $ 359,010 (1) All fixed consideration from contracts with customers is included in the amounts presented above. Variable consideration that is constrained or not required to be estimated is excluded. (2) Arrangements deemed leases are excluded from this table. |
Operating Lease, Lease Income [Table Text Block] | The table below quantifies lease revenue for the periods presented: Year Ended December 31, 2021 2020 2019 Affiliate $ 150,540 $ 148,563 $ 153,399 Third-party 31,990 53,456 24,255 Total lease revenue $ 182,530 $ 202,019 $ 177,654 |
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 periods presented for the Partnership’s operating leases with customers as of December 31, 2021: 2022 $ 138,829 2023 137,719 2024 136,498 2025 109,816 2026 79,395 Thereafter 54,573 Total undiscounted future cash to be received $ 656,830 |
Assets Under Lease [Table Text Block] | The table below quantifies, by category within property, plant and equipment, the assets that are subject to lease as of December 31, 2021 and 2020: December 31, December 31, Land $ 98,337 $ 98,337 Pipelines 322,437 321,254 Terminals and equipment 83,411 83,387 Storage facilities and processing units 183,493 182,600 687,678 685,578 Accumulated depreciation (133,962) (109,153) Net assets subject to lease $ 553,716 $ 576,425 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment, net consisted of the following: December 31, December 31, Land $ 114,844 $ 115,957 Pipelines 346,512 345,328 Terminals and equipment 321,082 319,861 Storage facilities and processing units 202,729 200,662 Construction in progress 2,991 3,761 988,158 985,569 Accumulated depreciation (200,820) (165,395) Property, plant and equipment, net $ 787,338 $ 820,174 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The Partnership’s net intangibles consisted of the following: December 31, December 31, Customer contracts $ 9,300 $ 9,300 Customer relationships 5,900 5,900 15,200 15,200 Accumulated amortization (12,397) (11,896) Total intangibles, net* $ 2,803 $ 3,304 * Intangibles, net are included in “Other non-current assets” within the Partnership’s consolidated balance sheets. |
DEBT MATURITIES (Tables)
DEBT MATURITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Debt maturing in the next five years and thereafter is as follows: Year Ending December 31, 2022 $ — 2023 625,000 2024 — 2025 — 2026 — Thereafter — Total debt outstanding 625,000 Unamortized debt issuance costs (3,383) Unamortized 2023 Notes premium 927 Net carrying value of debt $ 622,544 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of changes in common units outstanding | The following table presents changes in PBFX common units outstanding: Year Ended December 31, 2021 2020 Balance at beginning of period 62,364,838 62,130,035 Vesting of phantom units, net of forfeitures 209,806 234,803 Balance at end of period 62,574,644 62,364,838 |
Schedule of distributions made to limited partners | The tables below summarize PBFX’s 2021 and 2020 quarterly cash distributions declared: 2021 Declaration Date Record Date Distribution Date Quarterly Distribution per Common Unit First quarter April 29 May 13 May 27 $ 0.30 Second quarter July 29 August 12 August 26 0.30 Third quarter October 28 November 12 November 30 0.30 Fourth quarter February 10, 2022 February 24, 2022 March 10, 2022 0.30 Total $ 1.20 2020 Declaration Date Record Date Distribution Date Quarterly Distribution per Common Unit First quarter May 15 May 27 June 17 $ 0.30 Second quarter July 31 August 13 August 26 0.30 Third quarter October 29 November 16 November 30 0.30 Fourth quarter February 11, 2021 February 25, 2021 March 17, 2021 0.30 Total $ 1.20 |
Schedule of distributions made to unitholders | the table represents total estimated distributions applicable to the period in which the distributions were earned: Year Ended December 31, 2021 2020 Limited partners’ distributions: Common $ 76,065 $ 75,578 Total distributions $ 76,065 $ 75,578 Total cash distributions (1) $ 75,049 $ 74,828 (1) Excludes phantom unit distributions, which are accrued and paid upon vesting. |
UNIT-BASED COMPENSATION (Tables
UNIT-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Outstanding Award, Activity, Excluding Option | A summary of PBFX’s unit award activity for the year ended December 31, 2021 is set forth below: Number of Phantom Units Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 769,688 $ 15.29 Granted 344,546 14.50 Vested (308,427) 17.07 Forfeited (15,125) 12.81 Nonvested at December 31, 2021 790,682 $ 14.30 |
Share-based Payment Arrangement, Activity | The following table shows fair value information related to PBFX’s phantom units for the periods presented: Year Ended December 31, 2021 2020 2019 Weighted-average grant-date fair value per share of phantom units granted $ 14.50 $ 8.14 $ 21.39 Fair value of phantom units vested (in thousands) $ 4,576 $ 3,187 $ 6,198 |
NET INCOME PER UNIT (Tables)
NET INCOME PER UNIT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of calculation of net income per unit | The following tables show the calculation of net income per limited partner unit: Year Ended December 31, 2021 Net income attributable to the partners: Distributions declared $ 76,065 Earnings less distributions 77,222 Net income attributable to the partners $ 153,287 Weighted-average units outstanding - basic 62,810,703 Weighted-average units outstanding - diluted 62,906,080 Net income per limited partner unit - basic $ 2.44 Net income per limited partner unit - diluted 2.44 Year Ended December 31, 2020 Net income attributable to the partners: Distributions declared $ 75,578 Earnings less distributions 71,854 Net income attributable to the partners $ 147,432 Weighted-average units outstanding - basic 62,535,964 Weighted-average units outstanding - diluted 62,543,700 Net income per limited partner unit - basic $ 2.36 Net income per limited partner unit - diluted 2.36 Year Ended December 31, 2019 Net income attributable to the partners: Distributions declared $ 129,892 Earnings less distributions (29,604) Net income attributable to the partners $ 100,288 Weighted-average units outstanding - basic 58,583,231 Weighted-average units outstanding - diluted 58,687,945 Net income per limited partner unit - basic $ 1.71 Net income per limited partner unit - diluted 1.71 |
COMMITMENT AND CONTINGENCIES (T
COMMITMENT AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table summarizes the changes in fair value of the Contingent Consideration for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Balance at beginning of period $ 12,120 $ 26,086 Accretion on discounted liabilities — 1,760 Settlements (12,176) (1,500) Unrealized charge (gain) included in earnings 2,988 (14,226) Balance at end of period $ 2,932 $ 12,120 |
RELATED PARTY TRANSACTIONS SUMM
RELATED PARTY TRANSACTIONS SUMMARY OF TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of commercial agreements | These commercial agreements (as defined in the table below) with PBF Holding include: 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 Toledo Truck Unloading & Terminaling Services Agreement (c) 5/8/2014 7 years, 8 months 2 x 5 5,500 bpd Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility (c) 12/12/2014 10 years 2 x 5 4,400 bpd Delaware Pipeline Services Agreement 5/15/2015 10 years, 8 months 2 x 5 50,000 bpd Delaware Pipeline Services Agreement- Magellan Connection 11/1/2016 2 years, 5 months See note (d) See note (d) Delaware City Truck Loading Services Agreement- Gasoline 5/15/2015 10 years, 8 months 2 x 5 30,000 bpd Delaware City Truck Loading Services Agreement- LPGs 5/15/2015 10 years, 8 months 2 x 5 5,000 bpd East Coast Terminals Terminaling Services Agreements (e) 5/1/2016 Various (f) Evergreen 15,000 bpd (g) East Coast Terminals Tank Lease Agreements 5/1/2016 Various (f) Evergreen 350,000 barrels (h) Torrance Valley Pipeline Transportation Services Agreement- North Pipeline (c) 8/31/2016 10 years 2 x 5 50,000 bpd Agreements Initiation Date Initial Term Renewals (a) MVC Force Majeure Transportation and Terminaling (continued) Torrance Valley Pipeline Transportation Services Agreement- South Pipeline (c) 8/31/2016 10 years 2 x 5 75,000 bpd (i) PBFX or PBF Holding can declare Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank (c) 8/31/2016 10 years 2 x 5 55,000 barrels (h) Torrance Valley Pipeline Transportation Services Agreement- Emidio Storage Tank (c) 8/31/2016 10 years 2 x 5 900,000 barrels per month Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank (c) 8/31/2016 10 years 2 x 5 770,000 barrels per month Paulsboro Natural Gas Pipeline Services Agreement (c) 8/4/2017 15 years Evergreen 60,000 dekatherms per day Knoxville Terminals Agreement- Terminaling Services 4/16/2018 5 years Evergreen Various (j) Knoxville Terminals Agreement- Storage Services 4/16/2018 5 years Evergreen 115,334 barrels (h) Toledo Rail Loading Agreement (c) 7/31/2018 7 years, 5 months 2 x 5 Various (k) Chalmette Terminal Throughput Agreement 7/31/2018 1 year Evergreen N/A Chalmette Rail Unloading Agreement 7/31/2018 7 years, 5 months 2 x 5 7,600 bpd DSL Ethanol Throughput Agreement (c) 7/31/2018 7 years, 5 months 2 x 5 5,000 bpd Delaware City Terminaling Services Agreement (l) 1/1/2022 4 years 2 x 5 95,000 bpd Storage Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility (c) 12/12/2014 10 years 2 x 5 3,849,271 barrels (h) PBFX or PBF Holding can declare Chalmette Storage Agreement (c) See note (m) 10 years 2 x 5 625,000 barrels (h) East Coast Storage Assets Terminal Storage Agreement (c) 1/1/2019 8 years Evergreen 2,953,725 barrels (h) ___________________ (a) PBF Holding has the option to extend the agreements for up to two additional five-year terms, as applicable. (b) The Amended and Restated Rail Agreements, as amended and effective as of January 1, 2018, include the Amended and Restated Delaware City Rail Terminaling Services Agreement and the Amended and Restated Delaware West Ladder Rack Terminaling Services Agreement, each between DCTC and PBF Holding, with the service fees thereunder being adjusted, including the addition of an ancillary fee paid by PBF Holding on an actual cost basis. In determining payments due under the Amended and Restated Rail Agreements, excess volumes throughput under the agreements shall apply against required payments in respect to the minimum throughput commitments on a quarterly basis and, to the extent not previously applied, on an annual basis against the MVCs. Effective January 1, 2019, the existing Amended and Restated Rail Agreements were further amended for the inclusion of services through certain rail infrastructure at the Partnership’s East Coast storage facility. (c) These commercial agreements with PBF Holding are considered leases. (d) In connection with the inclusion of an additional destination at the Magellan connection under the Delaware Pipeline Services Agreement, DPC and PBF Holding 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, subsequent to which the Partnership has been billing actual throughput on the Magellan connection. (e) Subsequent to the Partnership’s acquisition of the Toledo, Ohio refined products terminal assets (the “Toledo Products Terminal”) from Sunoco Logistics Partners L.P., the Toledo Products Terminal was added to the East Coast Terminals Terminaling Services Agreements. (f) The East Coast Terminals related party agreements include varying initial term lengths, ranging from one (g) The East Coast Terminals Terminaling Services Agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between the East Coast Terminals’ Paulsboro, New Jersey location and PBF Holding’s Paulsboro Refinery, with a 15,000 bpd MVC. (h) Reflects the overall 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. PBF Holding’s available shell capacity may be subject to change as agreed to by the Partnership and PBF Holding. (i) In connection with the TVPC Acquisition on May 31, 2019, the Torrance Valley Pipeline Transportation Services Agreement- South Pipeline was amended and restated to increase the MVC from 70,000 bpd to 75,000 bpd. (j) The minimum throughput revenue commitment for the Knoxville Terminals Agreement- Terminaling Services is $894 for year one, $1,788 for year two and $2,683 for year three and thereafter. (k) Under the Toledo Rail Loading Agreement, PBF Holding has minimum throughput commitments for (i) 30 railcars per day of products and (ii) 11.5 railcars per day of premium products. The Toledo Rail Loading Agreement also specifies a maximum throughput rate of 50 railcars per day. (l) The Delaware City Terminaling Services Agreement between DCTC and PBF Holding commenced on January 1, 2022 subsequent to the expiration of the Amended and Restated Rail Agreements and includes additional services provided by PBFX as operator of other rail facilities owned by PBF Holding’s subsidiaries. (m) The Chalmette Storage Services Agreement was entered into on February 15, 2017 and commenced on November 1, 2017. A summary of revenue and expense transactions with the Partnership’s affiliates, including expenses directly charged and allocated to the Partnership, is as follows: Year Ended December 31, 2021 2020 2019 Revenue $ 304,100 $ 289,406 $ 300,877 Operating and maintenance expenses 8,683 8,683 8,617 General and administrative expenses 7,340 7,592 7,748 |
Schedule of revenue and expense transactions with affiliates | These commercial agreements (as defined in the table below) with PBF Holding include: 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 Toledo Truck Unloading & Terminaling Services Agreement (c) 5/8/2014 7 years, 8 months 2 x 5 5,500 bpd Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility (c) 12/12/2014 10 years 2 x 5 4,400 bpd Delaware Pipeline Services Agreement 5/15/2015 10 years, 8 months 2 x 5 50,000 bpd Delaware Pipeline Services Agreement- Magellan Connection 11/1/2016 2 years, 5 months See note (d) See note (d) Delaware City Truck Loading Services Agreement- Gasoline 5/15/2015 10 years, 8 months 2 x 5 30,000 bpd Delaware City Truck Loading Services Agreement- LPGs 5/15/2015 10 years, 8 months 2 x 5 5,000 bpd East Coast Terminals Terminaling Services Agreements (e) 5/1/2016 Various (f) Evergreen 15,000 bpd (g) East Coast Terminals Tank Lease Agreements 5/1/2016 Various (f) Evergreen 350,000 barrels (h) Torrance Valley Pipeline Transportation Services Agreement- North Pipeline (c) 8/31/2016 10 years 2 x 5 50,000 bpd Agreements Initiation Date Initial Term Renewals (a) MVC Force Majeure Transportation and Terminaling (continued) Torrance Valley Pipeline Transportation Services Agreement- South Pipeline (c) 8/31/2016 10 years 2 x 5 75,000 bpd (i) PBFX or PBF Holding can declare Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank (c) 8/31/2016 10 years 2 x 5 55,000 barrels (h) Torrance Valley Pipeline Transportation Services Agreement- Emidio Storage Tank (c) 8/31/2016 10 years 2 x 5 900,000 barrels per month Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank (c) 8/31/2016 10 years 2 x 5 770,000 barrels per month Paulsboro Natural Gas Pipeline Services Agreement (c) 8/4/2017 15 years Evergreen 60,000 dekatherms per day Knoxville Terminals Agreement- Terminaling Services 4/16/2018 5 years Evergreen Various (j) Knoxville Terminals Agreement- Storage Services 4/16/2018 5 years Evergreen 115,334 barrels (h) Toledo Rail Loading Agreement (c) 7/31/2018 7 years, 5 months 2 x 5 Various (k) Chalmette Terminal Throughput Agreement 7/31/2018 1 year Evergreen N/A Chalmette Rail Unloading Agreement 7/31/2018 7 years, 5 months 2 x 5 7,600 bpd DSL Ethanol Throughput Agreement (c) 7/31/2018 7 years, 5 months 2 x 5 5,000 bpd Delaware City Terminaling Services Agreement (l) 1/1/2022 4 years 2 x 5 95,000 bpd Storage Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility (c) 12/12/2014 10 years 2 x 5 3,849,271 barrels (h) PBFX or PBF Holding can declare Chalmette Storage Agreement (c) See note (m) 10 years 2 x 5 625,000 barrels (h) East Coast Storage Assets Terminal Storage Agreement (c) 1/1/2019 8 years Evergreen 2,953,725 barrels (h) ___________________ (a) PBF Holding has the option to extend the agreements for up to two additional five-year terms, as applicable. (b) The Amended and Restated Rail Agreements, as amended and effective as of January 1, 2018, include the Amended and Restated Delaware City Rail Terminaling Services Agreement and the Amended and Restated Delaware West Ladder Rack Terminaling Services Agreement, each between DCTC and PBF Holding, with the service fees thereunder being adjusted, including the addition of an ancillary fee paid by PBF Holding on an actual cost basis. In determining payments due under the Amended and Restated Rail Agreements, excess volumes throughput under the agreements shall apply against required payments in respect to the minimum throughput commitments on a quarterly basis and, to the extent not previously applied, on an annual basis against the MVCs. Effective January 1, 2019, the existing Amended and Restated Rail Agreements were further amended for the inclusion of services through certain rail infrastructure at the Partnership’s East Coast storage facility. (c) These commercial agreements with PBF Holding are considered leases. (d) In connection with the inclusion of an additional destination at the Magellan connection under the Delaware Pipeline Services Agreement, DPC and PBF Holding 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, subsequent to which the Partnership has been billing actual throughput on the Magellan connection. (e) Subsequent to the Partnership’s acquisition of the Toledo, Ohio refined products terminal assets (the “Toledo Products Terminal”) from Sunoco Logistics Partners L.P., the Toledo Products Terminal was added to the East Coast Terminals Terminaling Services Agreements. (f) The East Coast Terminals related party agreements include varying initial term lengths, ranging from one (g) The East Coast Terminals Terminaling Services Agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between the East Coast Terminals’ Paulsboro, New Jersey location and PBF Holding’s Paulsboro Refinery, with a 15,000 bpd MVC. (h) Reflects the overall 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. PBF Holding’s available shell capacity may be subject to change as agreed to by the Partnership and PBF Holding. (i) In connection with the TVPC Acquisition on May 31, 2019, the Torrance Valley Pipeline Transportation Services Agreement- South Pipeline was amended and restated to increase the MVC from 70,000 bpd to 75,000 bpd. (j) The minimum throughput revenue commitment for the Knoxville Terminals Agreement- Terminaling Services is $894 for year one, $1,788 for year two and $2,683 for year three and thereafter. (k) Under the Toledo Rail Loading Agreement, PBF Holding has minimum throughput commitments for (i) 30 railcars per day of products and (ii) 11.5 railcars per day of premium products. The Toledo Rail Loading Agreement also specifies a maximum throughput rate of 50 railcars per day. (l) The Delaware City Terminaling Services Agreement between DCTC and PBF Holding commenced on January 1, 2022 subsequent to the expiration of the Amended and Restated Rail Agreements and includes additional services provided by PBFX as operator of other rail facilities owned by PBF Holding’s subsidiaries. (m) The Chalmette Storage Services Agreement was entered into on February 15, 2017 and commenced on November 1, 2017. A summary of revenue and expense transactions with the Partnership’s affiliates, including expenses directly charged and allocated to the Partnership, is as follows: Year Ended December 31, 2021 2020 2019 Revenue $ 304,100 $ 289,406 $ 300,877 Operating and maintenance expenses 8,683 8,683 8,617 General and administrative expenses 7,340 7,592 7,748 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Year Ended December 31, 2021 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 284,819 $ 70,716 $ — $ 355,535 Depreciation and amortization 29,241 8,564 — 37,805 Income (loss) from operations 185,132 28,967 (18,735) 195,364 Other expense — — 42,077 42,077 Capital expenditures 8,048 574 — 8,622 Year Ended December 31, 2020 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 271,023 $ 89,232 $ — $ 360,255 Depreciation and amortization 28,308 25,399 — 53,707 Income (loss) from operations 169,264 44,822 (18,748) 195,338 Other expense — — 47,906 47,906 Capital expenditures 8,334 3,974 — 12,308 Year Ended December 31, 2019 Transportation and Terminaling Storage Corporate Consolidated Total Total revenue $ 282,745 $ 57,467 $ — $ 340,212 Depreciation and amortization 27,826 10,775 — 38,601 Income (loss) from operations 163,036 20,751 (24,515) 159,272 Other expense — — 51,103 51,103 Capital expenditures 16,886 14,860 — 31,746 Balance at December 31, 2021 Transportation and Terminaling Storage Corporate Consolidated Total Total assets $ 688,005 $ 188,393 $ 24,899 $ 901,297 Balance at December 31, 2020 Transportation and Terminaling Storage Corporate Consolidated Total Total assets $ 715,308 $ 200,130 $ 18,114 $ 933,552 |
DESCRIPTION OF THE BUSINESS A_2
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) | Dec. 31, 2021 |
PBF Energy [Member] | PBF LLC [Member] | |
Limited Partners' Capital Account [Line Items] | |
Percentage of total economic interest | 99.20% |
Limited Partner, Affiliate [Member] | PBF LLC [Member] | |
Limited Partners' Capital Account [Line Items] | |
Limited partner interest percentage | 47.90% |
Limited Partner, Public [Member] | |
Limited Partners' Capital Account [Line Items] | |
Limited partner interest percentage | 52.10% |
DESCRIPTION OF THE BUSINESS A_3
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details 1) | 12 Months Ended |
Dec. 31, 2021refinery | |
PBF Holding [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of refineries | 6 |
SUMMARY OF ACCOUNTING POLICIE_2
SUMMARY OF ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Asset Retirement Obligation | $ 0 | $ 0 | |
Phantom Unit Award [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Service vesting period | 4 years | ||
IDR Restructuring [Member] | Common Units [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Shares, Issued (in shares) | 10,000,000 | ||
Customer Relationships [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Minimum [Member] | Storage, Pipelines, Terminals and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Maximum [Member] | Storage, Pipelines, Terminals and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 25 years | ||
Maximum [Member] | Customer Contracts [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 13 years |
REVENUE (Details)
REVENUE (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | ||
Number of Operating Segments | segment | 2 | |||
Total revenue | $ 355,535 | $ 360,255 | $ 340,212 | |
2022 | 95,787 | |||
2023 | 89,110 | |||
2024 | 87,176 | |||
2025 | 86,937 | |||
2026 | 0 | |||
Thereafter | 0 | |||
Contract Receivable | [1],[2] | $ 359,010 | ||
Lessor, Operating Lease, Renewal Term | 1 year | |||
Percentage of Total Undiscounted Future Rental Income from Leased Assets Represented by Affiliated Leases | 91.00% | |||
Total lease revenue | $ 182,530 | 202,019 | 177,654 | |
2022 | 138,829 | |||
2023 | 137,719 | |||
2024 | 136,498 | |||
2025 | 109,816 | |||
2026 | 79,395 | |||
Thereafter | 54,573 | |||
Total undiscounted future cash to be received | 656,830 | |||
Property, plant and equipment, gross | 988,158 | 985,569 | ||
Accumulated depreciation | (200,820) | (165,395) | ||
Property, plant and equipment, net | 787,338 | 820,174 | ||
Deferred revenue | 2,372 | 2,117 | ||
Lease with Affiliate [Member] | ||||
Total lease revenue | 150,540 | 148,563 | 153,399 | |
Third Party Lease [Member] | ||||
Total lease revenue | $ 31,990 | 53,456 | 24,255 | |
Minimum [Member] | Lease with Affiliate [Member] | ||||
Lessor, Operating Lease, Term of Contract | 1 year | |||
Maximum [Member] | ||||
Lessee, Operating Lease, Term of Contract | 15 years | |||
Maximum [Member] | Lease with Affiliate [Member] | ||||
Lessor, Operating Lease, Term of Contract | 15 years | |||
Property Subject to Operating Lease [Member] | ||||
Property, plant and equipment, gross | $ 687,678 | 685,578 | ||
Accumulated depreciation | (133,962) | (109,153) | ||
Property, plant and equipment, net | 553,716 | 576,425 | ||
Land [Member] | ||||
Property, plant and equipment, gross | 114,844 | 115,957 | ||
Land [Member] | Property Subject to Operating Lease [Member] | ||||
Property, plant and equipment, gross | 98,337 | 98,337 | ||
Pipelines [Member] | ||||
Property, plant and equipment, gross | 346,512 | 345,328 | ||
Pipelines [Member] | Property Subject to Operating Lease [Member] | ||||
Property, plant and equipment, gross | 322,437 | 321,254 | ||
Terminals and equipment [Member] | ||||
Property, plant and equipment, gross | 321,082 | 319,861 | ||
Terminals and equipment [Member] | Property Subject to Operating Lease [Member] | ||||
Property, plant and equipment, gross | 83,411 | 83,387 | ||
Storage Facilities [Member] | ||||
Property, plant and equipment, gross | 202,729 | 200,662 | ||
Storage Facilities [Member] | Property Subject to Operating Lease [Member] | ||||
Property, plant and equipment, gross | 183,493 | 182,600 | ||
Transportation and Terminaling Segment [Member] | ||||
Total revenue | 284,819 | 271,023 | 282,745 | |
Transportation and Terminaling Segment [Member] | Terminaling Service [Member] | ||||
Total revenue | 155,834 | 144,114 | 145,307 | |
Transportation and Terminaling Segment [Member] | Pipeline Service [Member] | ||||
Total revenue | 83,373 | 80,587 | 81,328 | |
Transportation and Terminaling Segment [Member] | Other Services [Member] | ||||
Total revenue | 45,612 | 46,322 | 56,110 | |
Storage Segment [Member] | ||||
Total revenue | 70,716 | 89,232 | 57,467 | |
Storage Segment [Member] | Other Services [Member] | ||||
Total revenue | 14,452 | 31,300 | 5,608 | |
Storage Segment [Member] | Storage Service [Member] | ||||
Total revenue | $ 56,264 | $ 57,932 | $ 51,859 | |
[1] | All fixed consideration from contracts with customers is included in the amounts presented above. Variable consideration that is constrained or not required to be estimated is excluded. | |||
[2] | Arrangements deemed leases are excluded from this table. |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Thousands | May 31, 2019 | May 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||
Business Combination, Acquisition Related Costs | $ 0 | $ 1,382 | $ 1,696 | |||
Torrance Valley Pipeline Company LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Wholly Owned Subsidiary, Percentage of Ownership | 100.00% | |||||
Business Combination, Consideration Transferred | $ 200,000 | |||||
TVP Holding [Member] | Torrance Valley Pipeline Company LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Wholly Owned Subsidiary, Percentage of Ownership | 50.00% |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Credit Loss [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss | $ 0 | $ 0 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 988,158 | $ 985,569 | ||
Accumulated depreciation | (200,820) | (165,395) | ||
Property, plant and equipment, net | 787,338 | 820,174 | ||
Depreciation | 37,304 | 43,512 | $ 37,295 | |
Gain (Loss) on Disposition of Assets | 2,795 | 0 | 0 | |
Impairment expense | 0 | 7,000 | $ 0 | |
Property, Plant and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment expense | $ 3,000 | |||
Land [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 114,844 | 115,957 | ||
Pipelines [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 346,512 | 345,328 | ||
Terminals and equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 321,082 | 319,861 | ||
Storage facilities and processing units [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 202,729 | 200,662 | ||
Construction in progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 2,991 | 3,761 | ||
Interest Costs Capitalized | $ 187 | $ 710 |
GOODWILL AND INTANGIBLES (Detai
GOODWILL AND INTANGIBLES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 6,332 | $ 6,332 | ||
Amortization of Intangible Assets | 501 | 10,195 | ||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 501 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 501 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 501 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 501 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 501 | |||
Impairment expense | $ 0 | $ 7,000 | $ 0 | |
Customer Contracts [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment expense | $ 4,000 |
GOODWILL AND INTANGIBLES - Sche
GOODWILL AND INTANGIBLES - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | $ 15,200 | $ 15,200 | |
Accumulated amortization | (12,397) | (11,896) | |
Total intangibles, net | [1] | 2,803 | 3,304 |
Customer Contracts [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | 9,300 | 9,300 | |
Customer Relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | $ 5,900 | $ 5,900 | |
[1] | Intangibles, net are included in “Other non-current assets” within the Partnership’s consolidated balance sheets. |
DEBT (Details)
DEBT (Details) | Jul. 30, 2018USD ($)renewal | May 05, 2015 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 06, 2017USD ($) | May 12, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 622,544,000 | $ 720,845,000 | ||||
Debt Instrument, Fair Value Disclosure | 613,661,000 | 703,025,000 | ||||
Long-term Debt | 625,000,000 | $ 725,000,000 | ||||
PBFX Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, amount borrowed | $ 350,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.875% | |||||
Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Fair Value Disclosure | 513,661,000 | |||||
Senior Secured Revolving Credit Facility [Member] | Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 500,000,000 | |||||
Long-term debt | 100,000,000 | |||||
Letters of Credit Outstanding, Amount | 3,508,000 | |||||
Senior Secured Revolving Credit Facility [Member] | Line of Credit [Member] | Wells Fargo Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Available increase in borrowing capacity | 250,000,000 | |||||
Maximum including higher borrowing capacity option | $ 750,000,000 | |||||
Renewal term | 1 year | |||||
Number of renewals | renewal | 2 | |||||
Consolidated interest leverage ratio | 2.50 | |||||
Consolidated total leverage ratio | 4.50 | |||||
Consolidated senior secured leverage ratio | 3.50 | |||||
Senior Secured Revolving Credit Facility [Member] | Line of Credit [Member] | Wells Fargo Bank [Member] | Minimum [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable rate | 0.75% | |||||
Senior Secured Revolving Credit Facility [Member] | Line of Credit [Member] | Wells Fargo Bank [Member] | Minimum [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable rate | 1.75% | |||||
Senior Secured Revolving Credit Facility [Member] | Line of Credit [Member] | Wells Fargo Bank [Member] | Maximum [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable rate | 1.75% | |||||
Senior Secured Revolving Credit Facility [Member] | Line of Credit [Member] | Wells Fargo Bank [Member] | Maximum [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable rate | 2.75% | |||||
Standby Letters of Credit [Member] | Line of Credit [Member] | Wells Fargo Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 75,000,000 | |||||
Revolving Credit Facility, Swing Line Loan [Member] | Line of Credit [Member] | Wells Fargo Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 25,000,000 | |||||
Debt Instrument, Redemption, Period Two [Member] | Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Redemption Price, Percentage | 101.00% | |||||
Debt Instrument, Redemption, Period Three [Member] | Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||
New PBFX Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 525,000,000 | |||||
Debt instrument, amount borrowed | $ 175,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.875% | |||||
Debt Instrument, Issuance Percentage Of Face Amount | 102.00% | |||||
Debt Instrument, Interest Rate, Effective Percentage | 6.442% |
DEBT MATURITIES (Details)
DEBT MATURITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 0 | |
2023 | 625,000 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total debt outstanding | 625,000 | $ 725,000 |
Unamortized debt issuance costs | (3,383) | |
Unamortized 2023 Notes premium | 927 | |
Net carrying value of debt | $ 622,544 |
EQUITY (Details)
EQUITY (Details) - USD ($) $ in Thousands | Apr. 29, 2019 | May 30, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2019 |
Capital Unit [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues (in shares) | 6,585,500 | |||||
Units issued in connection with the IDR Restructuring | $ 135,000 | |||||
Torrance Valley Pipeline Company LLC [Member] | ||||||
Capital Unit [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50.00% | |||||
Torrance Valley Pipeline Company LLC [Member] | ||||||
Capital Unit [Line Items] | ||||||
Wholly Owned Subsidiary, Percentage of Ownership | 100.00% | |||||
Limited Partner, Affiliate [Member] | PBF LLC [Member] | ||||||
Capital Unit [Line Items] | ||||||
Limited partner interest percentage | 47.90% | |||||
Common Units [Member] | Public Unit Holders [Member] | ||||||
Capital Unit [Line Items] | ||||||
Units owned | 32,621,013 | |||||
Common Units [Member] | Limited Partner, Affiliate [Member] | PBF LLC [Member] | ||||||
Capital Unit [Line Items] | ||||||
Units owned | 29,953,631 | |||||
Torrance Valley Pipeline Company LLC [Member] | ||||||
Capital Unit [Line Items] | ||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 50.00% | |||||
PBF LLC [Member] | Limited Partner, Affiliate [Member] | ||||||
Capital Unit [Line Items] | ||||||
Limited partner interest percentage | 47.90% | |||||
Common Units [Member] | IDR Restructuring [Member] | ||||||
Capital Unit [Line Items] | ||||||
Shares, Issued (in shares) | 10,000,000 | |||||
Phantom Unit Award [Member] | Common Units [Member] | Limited Partner [Member] | ||||||
Capital Unit [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues (in shares) | 209,806 | 234,803 | ||||
Shares, Issued (in shares) | 292,341 | 308,427 | 325,384 |
EQUITY (Roll Forward) (Details)
EQUITY (Roll Forward) (Details) - shares | Apr. 29, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Capital Units [Roll Forward] | |||
Vesting of phantom units, net of forfeitures (in shares) | 6,585,500 | ||
Common Units [Member] | |||
Capital Units [Roll Forward] | |||
Balance at beginning of period (in shares) | 62,364,838 | 62,130,035 | |
Balance at end of period (in shares) | 62,574,644 | 62,364,838 | |
Phantom Unit Award [Member] | Common Units [Member] | Limited Partner [Member] | |||
Capital Units [Roll Forward] | |||
Vesting of phantom units, net of forfeitures (in shares) | 209,806 | 234,803 |
EQUITY (Allocations of Net Inco
EQUITY (Allocations of Net Income) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Distribution Made to Limited Partner [Line Items] | ||||||||||||
Cash distribution (in dollars per share) | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 1.20 | $ 1.20 | ||
Total distributions declared | $ 76,065 | $ 75,578 | ||||||||||
Cash Distribution [Member] | ||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||
Total distributions declared | [1] | 75,049 | 74,828 | |||||||||
Common Units [Member] | ||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||
Total distributions declared | $ 76,065 | $ 75,578 | $ 129,892 | |||||||||
Limited Partner [Member] | Common Units [Member] | ||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||
Total distributions declared | $ 0 | |||||||||||
PBF LLC [Member] | ||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||
Incentive Cash Distribution Allocation | 100.00% | 100.00% | ||||||||||
[1] | Excludes phantom unit distributions, which are accrued and paid upon vesting. |
UNIT-BASED COMPENSATION (Detail
UNIT-BASED COMPENSATION (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Unit-based compensation expense | $ 5,320,000 | $ 4,939,000 | $ 6,765,000 |
Phantom Unit Award [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Award vesting period | 4 years | ||
Phantom Unit Award [Member] | Long-Term Incentive Plan [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Award vesting period | 4 years | ||
Total unrecognized compensation cost | $ 4,702,000 | ||
Fair value of outstanding units | $ 11,307,000 | ||
Number of Phantom Units | |||
Nonvested units, beginning of period (in shares) | 769,688 | ||
Awards granted (in shares) | 344,546 | ||
Awards vested (in shares) | (308,427) | ||
Awards forfeited (in shares) | (15,125) | ||
Nonvested units, end of period (in shares) | 790,682 | 769,688 | |
Weighted Average Grant Date Fair Value | |||
Weighted average grant date fair value, beginning of period (in dollars per share) | $ 15.29 | ||
Weighted average grant date fair value, award granted (in dollars per share) | $ 14.50 | $ 8.14 | $ 21.39 |
Fair value of phantom units vested (in thousands) | $ 4,576,000 | $ 3,187,000 | $ 6,198,000 |
Weighted average grant date fair value, award vested (in dollars per share) | $ 17.07 | ||
Weighted average grant date fair value, award forfeited (in dollars per share) | 12.81 | ||
Weighted average grant date fair value, end of period (in dollars per share) | $ 14.30 | $ 15.29 |
NET INCOME PER UNIT (Details)
NET INCOME PER UNIT (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total distributions declared | $ 76,065 | $ 75,578 | |
Earnings less distributions | 77,222 | ||
Net income attributable to the partners | $ 153,287 | ||
Weighted-average units outstanding - basic (in shares) | 62,810,703 | 62,535,964 | |
Weighted-average units outstanding - diluted (in shares) | 62,906,080 | 62,543,700 | |
Net income per limited partner unit - basic (in dollars per share) | $ 2.44 | $ 2.36 | |
Net income per limited partner unit - diluted (in dollars per share) | $ 2.44 | $ 2.36 | |
Phantom Unit Award [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Value of units excluded from computation of earnings per share (in shares) | 117,253 | 490,262 | 5,500 |
Common Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total distributions declared | $ 76,065 | $ 75,578 | $ 129,892 |
Earnings less distributions | 71,854 | 29,604 | |
Net income attributable to the partners | $ 147,432 | $ 100,288 | |
Weighted-average units outstanding - basic (in shares) | 62,810,703 | 62,535,964 | 58,583,231 |
Weighted-average units outstanding - diluted (in shares) | 62,906,080 | 62,543,700 | 58,687,945 |
Net income per limited partner unit - basic (in dollars per share) | $ 1.71 | ||
Net income per limited partner unit - diluted (in dollars per share) | $ 1.71 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Dec. 15, 2021USD ($) | Nov. 13, 2019USD ($) | Oct. 01, 2018 | Jan. 13, 2017group | Dec. 31, 2021USD ($)bbl / dearn-outYear | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 13, 2022USD ($) | Dec. 04, 2020USD ($)alleged_violation |
Loss Contingencies [Line Items] | |||||||||
Barrels per day of ethanol loading | bbl / d | 10,000 | ||||||||
Number of Loading Arms | 4 | ||||||||
Accrual for Environmental Loss Contingencies | $ 1,695 | $ 1,760 | |||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | (2,988) | 14,390 | $ 790 | ||||||
East Coast Storage Assets Acquisition [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Term of Agreement | 3 years | ||||||||
Business Combination, Contingent Consideration, Liability | 2,932 | 12,120 | |||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | $ 16,429 | ||||||||
Business Combination, Contingent Consideration Arrangements, Contract Termination, Elimination Of Earn-Out Period One | earn-outYear | 2 | ||||||||
Business Combination, Contingent Consideration Arrangements, Contract Termination, Elimination Of Earn-Out Period Two | earn-outYear | 3 | ||||||||
Other Commitments [Line Items] | |||||||||
Business Combination, Contingent Consideration Arrangements, Contract Termination, Elimination Of Earn-Out Period One | earn-outYear | 2 | ||||||||
Business Combination, Contingent Consideration Arrangements, Contract Termination, Elimination Of Earn-Out Period Two | earn-outYear | 3 | ||||||||
Environmental Issue [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Loss Contingency, Number Of Environmental Groups Appealing Permits | group | 2 | ||||||||
EPA Administrative Consent Order [Member] | Environmental Issue [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 226 | ||||||||
Pennsylvania Department of Environmental Protection [Member] | Environmental Issue [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 800 | ||||||||
Litigation, Number Of Alleged Violations | alleged_violation | 2 | ||||||||
Litigation Settlement, Proposed Penalty, Amount | $ 800 | ||||||||
Future Litigation Liability, Maximum | $ 250 | ||||||||
Pennsylvania Department of Environmental Protection [Member] | Environmental Issue [Member] | Subsequent Event [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation Settlement, Proposed Penalty, Amount | $ 1,000 | ||||||||
Contingent Consideration [Member] | |||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||
Balance at beginning of period | $ 12,120 | 26,086 | |||||||
Accretion on discounted liabilities | 0 | 1,760 | |||||||
Settlements | (12,176) | (1,500) | |||||||
Unrealized charge (gain) included in earnings | 2,988 | (14,226) | |||||||
Balance at end of period | $ 2,932 | $ 12,120 | $ 26,086 |
RELATED PARTY TRANSACTIONS COMM
RELATED PARTY TRANSACTIONS COMMERICAL AGREEMENTS (Details) $ in Thousands | Jan. 01, 2022bbl / d | May 31, 2019bbl / d | Jan. 01, 2019bbl | Jul. 31, 2018Railcars_per_daybbl / d | Apr. 16, 2018USD ($)bbl | Nov. 01, 2017renewalbbl | Aug. 04, 2017dekatherm_per_day | Nov. 01, 2016 | Aug. 31, 2016bbl / dbblrenewal | May 01, 2016bbl / dbbl | May 15, 2015bbl / drenewal | Dec. 12, 2014bbl / dbblrenewal | May 08, 2014bbl / drenewal | Dec. 31, 2021renewal | May 30, 2019bbl / d | ||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | 5 years | ||||||||||||||||
Number of Contract Renewals | renewal | 2 | ||||||||||||||||
PBF Holding [Member] | Amended and Restated Rail Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Minimum throughput capacity under agreement | [1] | 125,000 | |||||||||||||||
Term of Agreement | [1] | 7 years 8 months | |||||||||||||||
PBF Holding [Member] | Toledo Truck Unloading & Terminaling Services Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | [2] | 5 years | |||||||||||||||
Minimum throughput capacity under agreement | [2] | 5,500 | |||||||||||||||
Term of Agreement | [2] | 7 years 8 months | |||||||||||||||
Number of Contract Renewals | renewal | [2] | 2 | |||||||||||||||
PBF Holding [Member] | Toledo Storage Facility Storage and Terminaling Services Agreement [Member] | Toledo Terminaling Facility [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | [2] | 5 years | |||||||||||||||
Minimum throughput capacity under agreement | [2] | 4,400 | |||||||||||||||
Term of Agreement | [2] | 10 years | |||||||||||||||
Number of Contract Renewals | renewal | [2] | 2 | |||||||||||||||
PBF Holding [Member] | Toledo Storage Facility Storage and Terminaling Services Agreement [Member] | Toledo Tank Farm [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | [2] | 5 years | |||||||||||||||
Term of Agreement | [2] | 10 years | |||||||||||||||
Number of Contract Renewals | renewal | [2] | 2 | |||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | [2],[3] | 3,849,271 | |||||||||||||||
PBF Holding [Member] | Delaware Pipeline Services Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | 5 years | ||||||||||||||||
Minimum throughput capacity under agreement | 50,000 | ||||||||||||||||
Term of Agreement | 10 years 8 months | ||||||||||||||||
Number of Contract Renewals | renewal | 2 | ||||||||||||||||
PBF Holding [Member] | Delaware Pipeline Services Agreement - Magellan Connection [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Agreement | 2 years 5 months | ||||||||||||||||
PBF Holding [Member] | Delaware City Truck Loading Services Agreement [Member] | Refined Clean Product [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | 5 years | ||||||||||||||||
Minimum throughput capacity under agreement | 30,000 | ||||||||||||||||
Term of Agreement | 10 years 8 months | ||||||||||||||||
Number of Contract Renewals | renewal | 2 | ||||||||||||||||
PBF Holding [Member] | Delaware City Truck Loading Services Agreement [Member] | LPGs [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | 5 years | ||||||||||||||||
Minimum throughput capacity under agreement | 5,000 | ||||||||||||||||
Term of Agreement | 10 years 8 months | ||||||||||||||||
Number of Contract Renewals | renewal | 2 | ||||||||||||||||
PBF Holding [Member] | East Coast Terminals Terminaling Services Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Minimum throughput capacity under agreement | [4],[5] | 15,000 | |||||||||||||||
PBF Holding [Member] | East Coast Terminals Terminaling Services Agreement [Member] | Maximum [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Agreement | 5 years | ||||||||||||||||
PBF Holding [Member] | East Coast Terminals Tank Lease Agreements [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | [3] | 350,000 | |||||||||||||||
PBF Holding [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member] | Torrance Valley Pipeline - North [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | [2] | 5 years | |||||||||||||||
Minimum throughput capacity under agreement | [2] | 50,000 | |||||||||||||||
Term of Agreement | [2] | 10 years | |||||||||||||||
Number of Contract Renewals | renewal | [2] | 2 | |||||||||||||||
PBF Holding [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member] | Torrance Valley Pipeline - South [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | [2] | 5 years | |||||||||||||||
Minimum throughput capacity under agreement | 75,000 | 75,000 | [2],[6] | 70,000 | |||||||||||||
Term of Agreement | [2] | 10 years | |||||||||||||||
Number of Contract Renewals | renewal | [2] | 2 | |||||||||||||||
PBF Holding [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member] | Torrance Valley Pipeline - Midway Tank [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | [2] | 5 years | |||||||||||||||
Term of Agreement | [2] | 10 years | |||||||||||||||
Number of Contract Renewals | renewal | [2] | 2 | |||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | [2],[3] | 55,000 | |||||||||||||||
PBF Holding [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member] | Torrance Valley Pipeline - Emidio Tanks [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | [2] | 5 years | |||||||||||||||
Minimum throughput capacity under agreement | [2] | 900,000 | |||||||||||||||
Term of Agreement | [2] | 10 years | |||||||||||||||
Number of Contract Renewals | renewal | [2] | 2 | |||||||||||||||
PBF Holding [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member] | Torrance Valley Pipeline - Belridge Tanks [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | [2] | 5 years | |||||||||||||||
Minimum throughput capacity under agreement | [2] | 770,000 | |||||||||||||||
Term of Agreement | [2] | 10 years | |||||||||||||||
Number of Contract Renewals | renewal | [2] | 2 | |||||||||||||||
PBF Holding [Member] | Paulsboro Natural Gas Pipeline Services Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Minimum throughput capacity under agreement | dekatherm_per_day | [2] | 60,000 | |||||||||||||||
Term of Agreement | [2] | 15 years | |||||||||||||||
PBF Holding [Member] | Knoxville Terminals Agreement [Member] | Terminaling Service [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Agreement | 5 years | ||||||||||||||||
PBF Holding [Member] | Knoxville Terminals Agreement [Member] | Terminaling Service [Member] | Year One | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Oil and Gas Plant, Collaborative Agreement, Minimum Revenue Commitment | $ | 894,000 | ||||||||||||||||
PBF Holding [Member] | Knoxville Terminals Agreement [Member] | Terminaling Service [Member] | Year Two | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Oil and Gas Plant, Collaborative Agreement, Minimum Revenue Commitment | $ | 1,788 | ||||||||||||||||
PBF Holding [Member] | Knoxville Terminals Agreement [Member] | Terminaling Service [Member] | Year Three and Thereafter | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Oil and Gas Plant, Collaborative Agreement, Minimum Revenue Commitment | $ | 2,683 | ||||||||||||||||
PBF Holding [Member] | Knoxville Terminals Agreement [Member] | Tank Lease [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Agreement | 5 years | ||||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | [3] | 115,334 | |||||||||||||||
PBF Holding [Member] | Toledo Rail Loading Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | [2] | 5 years | |||||||||||||||
Term of Agreement | [2] | 7 years 5 months | |||||||||||||||
Number of Contract Renewals | [2] | 2 | |||||||||||||||
Oil and Gas Plant, Collaborative Agreement, Maximum Throughput Capacity | Railcars_per_day | [7] | 50 | |||||||||||||||
PBF Holding [Member] | Toledo Rail Loading Agreement [Member] | Product [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Minimum throughput capacity under agreement | Railcars_per_day | [7] | 30 | |||||||||||||||
PBF Holding [Member] | Toledo Rail Loading Agreement [Member] | Premium Product [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Minimum throughput capacity under agreement | Railcars_per_day | [7] | 11.5 | |||||||||||||||
PBF Holding [Member] | Chalmette Terminal Throughput Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Agreement | 1 year | ||||||||||||||||
PBF Holding [Member] | Chalmette Rail Unloading Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | 5 years | ||||||||||||||||
Minimum throughput capacity under agreement | 7,600 | ||||||||||||||||
Term of Agreement | 7 years 5 months | ||||||||||||||||
Number of Contract Renewals | 2 | ||||||||||||||||
PBF Holding [Member] | DSL Ethanol Throughput Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | [2] | 5 years | |||||||||||||||
Minimum throughput capacity under agreement | [2] | 5,000 | |||||||||||||||
Term of Agreement | [2] | 7 years 5 months | |||||||||||||||
Number of Contract Renewals | [2] | 2 | |||||||||||||||
PBF Holding [Member] | Delaware City Terminaling Services Agreement [Member] | Scenario, Forecast [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | [8] | 5 years | |||||||||||||||
Minimum throughput capacity under agreement | [8] | 95,000 | |||||||||||||||
Term of Agreement | [8] | 4 years | |||||||||||||||
Number of Contract Renewals | [8] | 2 | |||||||||||||||
PBF Holding [Member] | Chalmette Storage Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Renewal | [2] | 5 years | |||||||||||||||
Term of Agreement | [2] | 10 years | |||||||||||||||
Number of Contract Renewals | renewal | [2] | 2 | |||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | [2],[3] | 625,000 | |||||||||||||||
PBF Holding [Member] | East Coast Storage Assets Terminal Storage Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Agreement | [2] | 8 years | |||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | [3] | 2,953,725 | |||||||||||||||
PBF Holding [Member] | East Coast Terminals commercial agreements [Member] | Minimum [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Term of Agreement | [9] | 1 year | |||||||||||||||
[1] | The Amended and Restated Rail Agreements, as amended and effective as of January 1, 2018, include the Amended and Restated Delaware City Rail Terminaling Services Agreement and the Amended and Restated Delaware West Ladder Rack Terminaling Services Agreement, each between DCTC and PBF Holding, with the service fees thereunder being adjusted, including the addition of an ancillary fee paid by PBF Holding on an actual cost basis. In determining payments due under the Amended and Restated Rail Agreements, excess volumes throughput under the agreements shall apply against required payments in respect to the minimum throughput commitments on a quarterly basis and, to the extent not previously applied, on an annual basis against the MVCs. Effective January 1, 2019, the existing Amended and Restated Rail Agreements were further amended for the inclusion of services through certain rail infrastructure at the Partnership’s East Coast storage facility. | ||||||||||||||||
[2] | These commercial agreements with PBF Holding are considered leases. | ||||||||||||||||
[3] | Reflects the overall 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. PBF Holding’s available shell capacity may be subject to change as agreed to by the Partnership and PBF Holding. | ||||||||||||||||
[4] | Subsequent to the Partnership’s acquisition of the Toledo, Ohio refined products terminal assets (the “Toledo Products Terminal”) from Sunoco Logistics Partners L.P., the Toledo Products Terminal was added to the East Coast Terminals Terminaling Services Agreements. | ||||||||||||||||
[5] | The East Coast Terminals Terminaling Services Agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between the East Coast Terminals’ Paulsboro, New Jersey location and PBF Holding’s Paulsboro Refinery, with a 15,000 bpd MVC. | ||||||||||||||||
[6] | In connection with the TVPC Acquisition on May 31, 2019, the Torrance Valley Pipeline Transportation Services Agreement- South Pipeline was amended and restated to increase the MVC from 70,000 bpd to 75,000 bpd. | ||||||||||||||||
[7] | Under the Toledo Rail Loading Agreement, PBF Holding has minimum throughput commitments for (i) 30 railcars per day of products and (ii) 11.5 railcars per day of premium products. The Toledo Rail Loading Agreement also specifies a maximum throughput rate of 50 railcars per day. | ||||||||||||||||
[8] | The Delaware City Terminaling Services Agreement between DCTC and PBF Holding commenced on January 1, 2022 subsequent to the expiration of the Amended and Restated Rail Agreements and includes additional services provided by PBFX as operator of other rail facilities owned by PBF Holding’s subsidiaries. | ||||||||||||||||
[9] | The East Coast Terminals related party agreements include varying initial term lengths, ranging from one |
RELATED PARTY TRANSACTIONS OMNI
RELATED PARTY TRANSACTIONS OMNIBUS AGREEMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Omnibus Agreement Annual Fee | $ 7,592 | $ 7,748 | ||
PBF Holding [Member] | Fifth Amended and Restated Omnibus Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Term of Agreement | 10 years | |||
Omnibus Agreement Annual Fee | $ 7,340 | |||
Subsequent Event [Member] | PBF Holding [Member] | Fifth Amended and Restated Omnibus Agreement [Member] | Scenario, Forecast [Member] | ||||
Related Party Transaction [Line Items] | ||||
Onmibus Agreement Annual Fee Increase | $ 8,275 |
RELATED PARTY TRANSACTIONS OPER
RELATED PARTY TRANSACTIONS OPERATION AND MANGEMENT SERVICES AGREEMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Costs and Expenses, Related Party | $ 8,683 | $ 8,683 | $ 8,617 |
RELATED PARTY TRANSACTIONS SU_2
RELATED PARTY TRANSACTIONS SUMMARY OF TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | 19 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Payments of Distributions to Affiliates | $ 0 | $ 0 | $ 8,500 | |
Affiliate Revenue | 304,100 | 289,406 | 300,877 | |
Operating and maintenance expenses | 8,683 | 8,683 | 8,617 | |
General and administrative expenses | 7,592 | 7,748 | ||
PBF LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Payments of Distributions to Affiliates | 8,500 | |||
Limited Partner, Affiliate [Member] | PBF LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 35,944 | $ 42,534 | $ 61,405 | |
Torrance Valley Pipeline Company LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Wholly Owned Subsidiary, Percentage of Ownership | 100.00% |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Total revenue | $ 355,535 | $ 360,255 | $ 340,212 |
Depreciation and amortization | 37,805 | 53,707 | 38,601 |
Income (loss) from operations | 195,364 | 195,338 | 159,272 |
Other expense | 42,077 | 47,906 | 51,103 |
Capital expenditures | 8,622 | 12,308 | 31,746 |
Total assets | 901,297 | 933,552 | |
Corporate, Non-Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 |
Income (loss) from operations | (18,735) | (18,748) | (24,515) |
Other expense | 42,077 | 47,906 | 51,103 |
Capital expenditures | 0 | 0 | 0 |
Total assets | 24,899 | 18,114 | |
Transportation and Terminaling Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 284,819 | 271,023 | 282,745 |
Depreciation and amortization | 29,241 | 28,308 | 27,826 |
Income (loss) from operations | 185,132 | 169,264 | 163,036 |
Other expense | 0 | 0 | 0 |
Capital expenditures | 8,048 | 8,334 | 16,886 |
Total assets | 688,005 | 715,308 | |
Storage Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 70,716 | 89,232 | 57,467 |
Depreciation and amortization | 8,564 | 25,399 | 10,775 |
Income (loss) from operations | 28,967 | 44,822 | 20,751 |
Other expense | 0 | 0 | 0 |
Capital expenditures | 574 | 3,974 | $ 14,860 |
Total assets | $ 188,393 | $ 200,130 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | Feb. 10, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||||||
Cash distribution (in dollars per share) | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 1.20 | $ 1.20 | |
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Cash distribution (in dollars per share) | $ 0.30 |