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8-K - 8-K - PBF Logistics LPpbfxq120earningsrelease8-k.htm

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PBF Logistics Declares Quarterly Distribution of $0.30 per Unit and
Announces First Quarter 2020 Earnings Results

First quarter net income attributable to the limited partners of $34.8 million, or $0.56 per common unit, EBITDA attributable to PBFX of $56.3 million and Adjusted EBITDA of $57.9 million
PBFX revenues of $93.0 million are 90% supported by contractual minimum volume commitments
Declares quarterly distribution of $0.30 per unit

PARSIPPANY, NJ – May 15, 2020 – PBF Logistics LP (NYSE:PBFX, the “Partnership”) today announced first quarter 2020 net income attributable to the limited partners of $34.8 million, or $0.56 per common unit. During the quarter, the Partnership generated cash from operations of $18.6 million, EBITDA attributable to PBFX of $56.3 million, Adjusted EBITDA of $57.9 million and distributable cash flow of $40.8 million. Included in reported results for the first quarter are $1.6 million, or $0.03 per common unit, of expenses related to pending and non-consummated acquisitions, non-cash unit-based compensation and environmental remediation costs associated with the East Coast Terminals.

“PBF Logistics operated well during the first quarter and our revenues were supported by our minimum volume commitments with PBF Energy. As we navigate the new market dynamics created by the COVID-19 pandemic, we expect our revenues to remain well-supported by our long-term contracts. However, we have seen a decline in our rack volumes as a result of demand destruction but this has been partially offset by increased revenue and opportunities in our storage segment,” said PBF Logistics GP LLC Executive Vice President Matt Lucey. “Additionally, we announced a distribution of $0.30 per unit today and we believe this is prudent given the uncertain outlook. Our near-term strategy is to build coverage, de-lever the business and increase financial resources to pursue identified organic projects and future external growth opportunities that may arise out of the current market turmoil.”

As of March 31, 2020, the Partnership had approximately $228.3 million of liquidity, including approximately $116.0 million in cash and cash equivalents, and access to approximately $112.2 million under its revolving credit facility.

PBF Logistics Declares Quarterly Distribution
The board of directors of PBF Logistics GP LLC, the Partnership’s general partner, declared a regular quarterly cash distribution of $0.30 per common unit. The distribution is payable on June 17, 2020, to unitholders of record at the close of business on May 27, 2020.

This release is intended to be a qualified notice to nominees under Treasury Regulations Section 1.1446-4(b). All of the Partnership’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, the Partnership’s distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate.





Non-GAAP Financial Measures
The Partnership defines EBITDA as net income (loss) before net interest expense (including amortization of loan fees and debt premium and accretion on discounted liabilities), income tax expense, depreciation, amortization and change in contingent consideration. The Partnership defines EBITDA attributable to PBFX as net income (loss) attributable to PBFX before net interest expense (including amortization of loan fees and debt premium and accretion on discounted liabilities), income tax expense, depreciation, amortization and change in contingent consideration attributable to PBFX, which excludes results of acquisitions from affiliates of PBF Energy prior to the effective dates of such transactions and earnings attributable to the CPI earn-out (the portion of earnings associated with an earn-out provision related to the purchase of CPI Operations LLC (“CPI”)(the “Contingent Consideration”)). The Partnership defines Adjusted EBITDA as EBITDA attributable to PBFX excluding acquisition and transaction costs, non-cash unit-based compensation expense and items that meet the conditions of unusual, infrequent and/or non-recurring charges. The Partnership defines distributable cash flow as EBITDA attributable to PBFX plus non-cash unit-based compensation expense, less cash interest, maintenance capital expenditures attributable to PBFX and income taxes. Distributable cash flow will not reflect changes in working capital balances. EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow are not presentations made in accordance with U.S. generally accepted accounting principles (“GAAP”).
For additional information on the Partnership’s non-GAAP financial measures, including reconciliations to their most directly comparable financial measures calculated and presented in accordance with GAAP, refer to the supplemental information provided in “Results of Operations” and the Earnings Release Tables included herein.

Conference Call Information
The Partnership will host a conference call and webcast regarding first quarter results and other business matters on Friday, May 15, 2020, at 11:00 a.m. ET. The call is being webcast and can be accessed at PBF Logistics’ website, http://www.pbflogistics.com. The call can also be accessed by dialing (877) 876-9176 or (785) 424-1670, conference ID: PBFXQ120. The audio replay will be available two hours after the end of the call through May 29, 2020, by dialing (800) 934-7884 or (402) 220-6987.

Forward-Looking Statements
This press release contains forward-looking statements (as that term is defined under the federal securities laws) made by the Partnership and its management. Such statements are based on current expectations, forecasts and projections, including, but not limited to, anticipated financial and operating results, plans, objectives, expectations and intentions that are not historical in nature. Forward-looking statements should not be read as a guarantee of future performance or results, and may not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking statements are based on information available at the time, and are subject to various risks and uncertainties, including risks relating to the securities markets generally, the impact of adverse market conditions impacting PBFX’s logistics and other assets, the possibility that the Partnership may not consummate any potential future acquisitions, the Partnership’s plans for financing any potential future acquisitions, the duration and severity of the COVID-19 pandemic, and other risks inherent in PBFX’s business. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see PBFX’s filings with the Securities and Exchange Commission including its most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Forward-looking statements reflect information, facts and circumstances only as of the date they are made. The Partnership assumes no responsibility or obligation to update forward-looking statements except as may be required by law.




PBF Logistics LP
PBF Logistics LP, headquartered in Parsippany, New Jersey, is a fee-based, growth-oriented master limited partnership formed by PBF Energy Inc. to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets.

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Contacts:      
Colin Murray (investors)         
ir@pbfenergy.com
Tel: 973.455.7578         

Michael C. Karlovich (media)
mediarelations@pbfenergy.com
Tel: 973.455.8994




Results of Operations (Unaudited)

Business Developments

COVID-19

The recent outbreak of the coronavirus disease 2019 (“COVID-19”) pandemic is negatively impacting worldwide economic and commercial activity and financial markets, as well as global demand for petroleum and petrochemical products. The COVID-19 pandemic and resulting governmental responses have also resulted in significant business and operational disruptions, including business closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces. While the COVID-19 pandemic is expected to adversely affect our business and operations, the full impact is unknown and rapidly evolving and the ultimate effect on our business is uncertain at this time. However, in light of the COVID-19 pandemic, we are taking necessary steps to mitigate potential adverse impacts on our business and operations as this pandemic continues, including reducing capital expenditures, decreasing operating expenses by reducing discretionary activities and third-party services and reducing our quarterly distribution. Due to the uncertainty of the full impact of the COVID-19 pandemic will have on our business, we have decided to reduce our quarterly distribution to our minimum quarterly distribution of $0.30 per unit, which represents a short term shift in our distribution strategy to build our cash flow coverage, de-lever our business and increase our financial resources as we continue to identify potential organic growth projects or strategic acquisitions. In addition, our parent sponsor and largest customer, PBF Energy, has taken similar steps to preserve liquidity and solidify its operations under the adverse market conditions caused by the COVID-19 pandemic.

The full extent to which the COVID-19 pandemic impacts our business and operations, or that of our parent sponsor, will depend on the severity, location and duration of the effects and spread of COVID-19, the actions undertaken by national, regional and local governments and health officials to contain the virus or treat its effects, related consumer responses and how quickly and to what extent economic conditions improve and normal business and operating conditions resume.

Factors Affecting Comparability

The following tables present our results of operations, related operational information and reconciliations of net income and net cash provided by operating activities to our EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow (each as defined below) for the three months ended March 31, 2020 and 2019. 

On October 1, 2018, we acquired from Crown Point International, LLC, its wholly-owned subsidiary, CPI Operations LLC (“CPI”), whose assets include a storage facility with multi-use storage capacity, an Aframax-capable marine facility, a rail facility, a truck terminal, equipment, contracts and certain other idled assets (the “East Coast Storage Assets”) located on the Delaware River near Paulsboro, New Jersey (the “East Coast Storage Assets Acquisition”). In connection with the acquisition, the purchase and sale agreement included an earn-out provision related to an existing commercial agreement with a third party, based on the future results of certain of the acquired idled assets, which recommenced operations in October 2019.

On April 24, 2019, we entered into a Contribution Agreement with PBF Energy Company LLC (“PBF LLC”), pursuant to which PBF LLC contributed to us all of the issued and outstanding limited liability company interests of TVP Holding Company LLC (“TVP Holding”), which held the remaining
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50% equity interest in Torrance Valley Pipeline Company LLC (“TVPC”), for total consideration of $200.0 million (the “TVPC Acquisition”). Subsequent to the closing of the TVPC Acquisition on May 31, 2019, we own 100% of the equity interest in TVPC.

On April 24, 2019, we 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 $135.0 million. The 2019 Registered Direct Offering closed on April 29, 2019.

As a result of the factors above, the information included in the following tables is not necessarily comparable on a year-over-year basis.

Non-GAAP Financial Measures

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

While EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow are not presentations made in accordance with GAAP, they are supplemental financial measures that management and external users of our condensed consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:
our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of EBITDA, financing methods;
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;
our ability to incur and service debt and fund capital expenditures; and
the viability of acquisitions and other capital expenditure projects and the economic returns on various investment opportunities.

We believe that the presentation of EBITDA, EBITDA attributable to PBFX and Adjusted EBITDA provides useful information to investors in assessing our financial condition and results of operations and
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assists in evaluating our ongoing operating performance for current and comparative periods. We believe that the presentation of distributable cash flow provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance and it provides investors with another perspective of the operating performance of our assets and the cash our business is generating. However, EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow should not be considered alternatives to net income, income from operations, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.

EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect net income and net cash provided by operating activities. EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable cash flow are reconciled to their most directly comparable financial measures calculated and presented in accordance with GAAP in the Earnings Release Tables included herein.

These non-GAAP financial measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other partnerships, because they may be defined differently by other partnerships in our industry, thereby limiting their utility.

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PBF LOGISTICS LP
EARNINGS RELEASE TABLES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except unit and per unit data)
Three Months Ended
March 31,
20202019
Revenue (a):
Affiliate $75,543  $71,332  
Third-party17,486  7,513  
Total revenue93,029  78,845  
Costs and expenses:  
Operating and maintenance expenses (a)29,501  29,916  
General and administrative expenses4,387  6,010  
Depreciation and amortization11,282  8,721  
Change in contingent consideration206  —  
Total costs and expenses45,376  44,647  
Income from operations47,653  34,198  
Other expense:  
Interest expense, net(11,849) (10,913) 
Amortization of loan fees and debt premium(439) (449) 
Accretion on discounted liabilities(552) (760) 
Net income34,813  22,076  
Less: Net income attributable to noncontrolling interest (g)—  4,719  
Net income attributable to PBF Logistics LP unitholders$34,813  $17,357  
Net income per limited partner unit (h): 
Common units - basic$0.56  $0.35  
Common units - diluted0.56  0.35  
Weighted-average limited partner units outstanding (h):      
Common units - basic62,370,927  49,151,927  
Common units - diluted62,473,094  49,318,133  
See Footnotes to Earnings Release Tables





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PBF LOGISTICS LP
EARNINGS RELEASE TABLES
KEY OPERATING AND FINANCIAL INFORMATION
(Unaudited, amounts in thousands except barrel and per unit data)
Three Months Ended
March 31,
20202019
Transportation and Terminaling Segment
Terminals
Total throughput (barrels per day (“bpd”)) (b)(d)300,392  249,781  
Lease tank capacity (average lease capacity barrels per month) (d)2,051,043  2,415,744  
Pipelines
Total throughput (bpd) (b)(d)162,527  147,149  
Lease tank capacity (average lease capacity barrels per month) (d)1,147,823  1,175,024  
Storage Segment
Storage capacity reserved (average shell capacity barrels per month) (d)7,607,643  7,932,693  
Total throughput (bpd) (b)(d)25,254  —  
Cash Flow Information:
Net cash provided by (used in):
   Operating activities$18,647  $38,209  
   Investing activities(6,080) (11,220) 
   Financing activities68,490  (30,451) 
      Net change in cash and cash equivalents$81,057  $(3,462) 
Other Financial Information:
EBITDA attributable to PBFX (c)$56,309  $36,822  
Adjusted EBITDA (c)$57,938  $42,957  
Distributable cash flow (c)$40,775  $25,413  
Quarterly distribution declared per unit (e)$0.30  $0.51  
Distributions (e):
Common units$18,844  $31,952  
Total distributions$18,844  $31,952  
Coverage ratio (c)2.16x  0.80x  
Capital expenditures$6,080  $11,220  
See Footnotes to Earnings Release Tables












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PBF LOGISTICS LP
EARNINGS RELEASE TABLES
KEY OPERATING AND FINANCIAL INFORMATION (continued)
(Unaudited, in thousands)
March 31,December 31,
Balance Sheet Information:20202019
Cash and cash equivalents (f)$116,023  $34,966  
Property, plant and equipment, net850,015  854,610  
Total assets1,088,743  973,002  
Total debt (f)902,543  802,104  
Total liabilities980,254  867,919  
Partners’ equity108,489  105,083  
Total liabilities and equity1,088,743  973,002  
See Footnotes to Earnings Release Tables







































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PBF LOGISTICS LP
EARNINGS RELEASE TABLES
RECONCILIATION OF AMOUNTS REPORTED UNDER GAAP
TO EBITDA AND DISTRIBUTABLE CASH FLOW
(Unaudited, in thousands)
Three Months Ended
March 31,
20202019
Reconciliation of net income to EBITDA and distributable cash flow (c):
 Net income$34,813  $22,076  
Interest expense, net11,849  10,913  
Amortization of loan fees and debt premium439  449  
Accretion on discounted liabilities552  760  
Change in contingent consideration206  —  
Depreciation and amortization11,282  8,721  
 EBITDA59,141  42,919  
   Less: Noncontrolling interest EBITDA (g)—  6,097  
Less: Earnings attributable to the CPI earn-out2,832  —  
 EBITDA attributable to PBFX56,309  36,822  
Non-cash unit-based compensation expense1,302  964  
Cash interest(11,988) (11,136) 
Maintenance capital expenditures attributable to PBFX(4,848) (1,237) 
 Distributable cash flow$40,775  $25,413  
Reconciliation of net cash provided by operating activities to EBITDA and distributable cash flow (c):
 Net cash provided by operating activities$18,647  $38,209  
Change in operating assets and liabilities29,947  (5,239) 
Interest expense, net11,849  10,913  
Non-cash unit-based compensation expense(1,302) (964) 
 EBITDA59,141  42,919  
   Less: Noncontrolling interest EBITDA (g)—  6,097  
Less: Earnings attributable to the CPI earn-out2,832  —  
 EBITDA attributable to PBFX56,309  36,822  
Non-cash unit-based compensation expense1,302  964  
Cash interest(11,988) (11,136) 
Maintenance capital expenditures attributable to PBFX(4,848) (1,237) 
 Distributable cash flow$40,775  $25,413  
See Footnotes to Earnings Release Tables









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PBF LOGISTICS LP
EARNINGS RELEASE TABLES
RECONCILIATION OF AMOUNTS REPORTED UNDER GAAP
TO EBITDA AND ADJUSTED EBITDA
(Unaudited, in thousands)
Three Months Ended
March 31,
20202019
Reconciliation of net income to EBITDA and Adjusted EBITDA (c):
 Net income$34,813  $22,076  
Interest expense, net11,849  10,913  
Amortization of loan fees and debt premium439  449  
Accretion on discounted liabilities552  760  
Change in contingent consideration206  —  
Depreciation and amortization11,282  8,721  
 EBITDA59,141  42,919  
   Less: Noncontrolling interest EBITDA (g)—  6,097  
Less: Earnings attributable to the CPI earn-out2,832  —  
 EBITDA attributable to PBFX56,309  36,822  
Acquisition and transaction costs95  2,153  
Non-cash unit-based compensation expense1,302  964  
East Coast Terminals environmental remediation costs232  2,136  
PNGPC tariff true-up adjustment—  882  
Adjusted EBITDA$57,938  $42,957  
See Footnotes to Earnings Release Tables

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PBF LOGISTICS LP
EARNINGS RELEASE TABLES
SEGMENT FINANCIAL INFORMATION
(Unaudited, in thousands)
Three Months Ended March 31, 2020
Transportation and TerminalingStorageCorporateConsolidated Total
Total revenue (a)$70,243  $22,786  $—  $93,029  
Depreciation and amortization7,072  4,210  —  11,282  
Income (loss) from operations41,268  10,772  (4,387) 47,653  
Other expense—  —  12,840  12,840  
Capital expenditures3,626  2,454  —  6,080  
Three Months Ended March 31, 2019
Transportation and TerminalingStorageCorporateConsolidated Total
Total revenue (a)$65,959  $12,886  $—  $78,845  
Depreciation and amortization6,901  1,820  —  8,721  
Income (loss) from operations36,551  3,657  (6,010) 34,198  
Other expense—  —  12,122  12,122  
Capital expenditures10,544  676  —  11,220  
Balance at March 31, 2020
Transportation and TerminalingStorageCorporateConsolidated Total
Total assets$747,200  $234,652  $106,891  $1,088,743  
Balance at December 31, 2019
Transportation and TerminalingStorageCorporateConsolidated Total
Total assets$726,374  $228,495  $18,133  $973,002  
See Footnotes to Earnings Release Tables

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PBF LOGISTICS LP
EARNINGS RELEASE TABLES
FOOTNOTES TO EARNINGS RELEASE TABLES
(Unaudited, in thousands, except per unit data)
(a)See discussion of the factors affecting comparability noted on page 4. Our results of operations may not be comparable to the historical results of operations for the reasons described below:

Revenue - On October 1, 2018, we closed the East Coast Storage Assets Acquisition, which was accounted for as a business combination. In October 2019, we recommenced operations of certain of the acquired idled assets, which began revenue generating operations. As such, there was no revenue associated with the acquired idled assets prior to their recommencement.

On May 31, 2019, we closed the TVPC Acquisition in which we acquired the remaining 50% equity interest in TVPC. As such, we now own 100% of the equity interest in TVPC and no longer record a noncontrolling interest related to our ownership of TVPC.

Operating and maintenance expenses - As a result of our acquisitions and the completion of certain organic growth projects, our operating expenses are not comparative to prior periods as it pertains to expenses associated with these assets.
(b)Calculated as the sum of the average throughput per day for each asset group for the periods presented.
(c)See “Non-GAAP Financial Measures” on page 5 for definitions of EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA, distributable cash flow and coverage ratio.
(d)Operating information reflects activity subsequent to our acquisitions, the execution of the commercial agreements with PBF Holding and the completion of certain organic growth projects.
(e)On May 15, 2020, we announced a quarterly cash distribution of $0.30 per limited partner unit based on the results of the first quarter of 2020. The distribution is payable on June 17, 2020 to PBFX unitholders of record at the close of business on May 27, 2020. The total distribution amount includes the expected distributions to be made related to first quarter earnings.
(f)Management also utilizes net debt as a metric in assessing our leverage. Net debt is a non-GAAP measure calculated by subtracting cash and cash equivalents from total debt. We believe this measurement is also useful to investors since we have the ability to, and may decide to, use a portion of our cash and cash equivalents to retire or pay down our debt. This non-GAAP financial measure should not be considered in isolation or as a substitute for analysis of our debt levels as reported under GAAP. Our definition of net debt may not be comparable to similarly titled measures of other partnerships, because it may be defined differently by other partnerships in our industry, thereby limiting its utility. Our net debt as of March 31, 2020 and December 31, 2019 was $786,520 and $767,138, respectively.
(g)Prior to the TVPC Acquisition, our wholly-owned subsidiary, PBFX Operating Company LLC (“PBFX Op Co”), held a 50% controlling equity interest in TVPC, with the other 50% equity interest in TVPC owned by TVP Holding, a subsidiary of PBF Holding. PBFX Op Co was the sole managing member of TVPC. We, through our ownership of PBFX Op Co, consolidated the financial results of TVPC and recorded a noncontrolling interest for the economic interest in TVPC held by TVP Holding. Noncontrolling interest on the condensed consolidated statements of operations included the portion of net income or loss attributable to the economic interest in TVPC held by TVP Holding. Noncontrolling interest on the condensed consolidated balance sheets included the portion of net assets of TVPC attributable to TVP Holding.

Subsequent to the TVPC Acquisition, we own 100% of the equity interest in TVPC and no longer record a noncontrolling interest related to TVPC.
(h)We base our calculation of net income per limited partner unit on the weighted-average number of limited partner units outstanding during the period and the amount of available cash that has been, or will be, distributed to the limited partners.

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