8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 28, 2022

PBF LOGISTICS LP

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-36446	35-2470286
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

(Address of the Principal Executive Offices) (Zip Code)

(973) 455-7500

(Registrant’s Telephone Number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On April 28, 2022, PBF Logistics LP (the “Partnership”) issued a press release announcing the Partnership’s financial and operating results for the first quarter ended March 31, 2022. A copy of the press release is furnished with this Current Report as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report is being “furnished” pursuant to Item 2.02 of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Accordingly, the information in this Item 2.02, including the press release (Exhibit 99.1), will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	PBF Logistics LP earnings press release, dated April 28, 2022.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			PBF Logistics LP
		By:	PBF Logistics GP LLC, its general partner
Date:	April 28, 2022		By:	/s/ Erik Young
				Erik Young Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

EX-99.1

PBF Logistics Declares Quarterly Distribution of $0.30 per Unit and

Announces First Quarter 2022 Earnings Results

•First quarter net income attributable to the limited partners of $36.3 million, or $0.58 per common unit, EBITDA attributable to PBFX of $55.9 million and Adjusted EBITDA of $56.6 million

•Strong base of contracted minimum volume commitments support approximately 90% of $89.4 million total revenue

•Year-to-date debt reduced by $25.0 million through repayments on the revolving credit facility

•Declares quarterly distribution of $0.30 per unit

PARSIPPANY, NJ – April 28, 2022 – PBF Logistics LP (NYSE:PBFX, the “Partnership”) today announced first quarter 2022 net income attributable to the limited partners of $36.3 million, or $0.58 per common unit. During the quarter, the Partnership generated cash from operations of $67.3 million, EBITDA attributable to PBFX of $55.9 million, Adjusted EBITDA of $56.6 million and distributable cash flow of $45.7 million. Included in reported results for the first quarter are $0.7 million, or $0.01 per common unit, of non-cash unit-based compensation expense and continued environmental remediation costs associated with the East Coast Terminals.

“PBF Logistics operated well during the first quarter and delivered another strong financial quarter. We reduced our net leverage by an incremental $25 million and, today, announced a quarterly distribution of $0.30 per unit,” said PBF Logistics GP LLC Executive Vice President Matt Lucey. “Our 2022 focus is on the continued health and safety of our employees and operations, providing high-quality, uninterrupted service to our customers while continuing to improve the financial position of the Partnership.”

As of March 31, 2022, the Partnership had approximately $474.8 million of liquidity, including approximately $53.3 million in cash and cash equivalents, and access to approximately $421.5 million under its revolving credit facility. Year-to-date, the outstanding balance of the revolving credit facility has been reduced by $25.0 million.

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 May 26, 2022, to unitholders of record at the close of business on May 12, 2022.

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, impairment expense 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, impairment expense 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 quarterly results and other business matters on Thursday, April 28, 2022, 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) 407-8029 or (201) 689-8029. The audio replay will be available approximately two hours after the end of the call and will be available through the company’s website.

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.

###

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)

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, 2022 and 2021. 

Our results of operations may not be comparable to our historical results of operations due to certain debt transactions and our annual inflation adjustment to our commercial agreements.

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 Operations LLC (“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.

4

We believe that the presentation of EBITDA, EBITDA attributable to PBFX and Adjusted EBITDA provides useful information to investors in assessing our financial condition and results of operations and assists in evaluating our ongoing operating performance for current and comparative periods. We believe that the presentation of distributable cash flow provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance and 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,
2022		2021
Revenue:
	Affiliate	$	75,985	$	75,933
	Third-party	13,458		11,572
Total revenue		89,443		87,505
Costs and expenses:
	Operating and maintenance expenses	29,415		25,048
	General and administrative expenses	3,911		4,464
	Depreciation and amortization	9,484		9,405
	Change in contingent consideration	238		655
Total costs and expenses		43,048		39,572
Income from operations		46,395		47,933
Other expense:
	Interest expense, net	(9,713)		(10,287)
	Amortization of loan fees and debt premium	(418)		(429)
	Accretion on discounted liabilities	(5)		(6)
Net income attributable to PBF Logistics LP unitholders		$	36,259	$	37,211
Net income per limited partner unit (f):
	Common units - basic	$	0.58	$	0.59
	Common units - diluted	0.58		0.59
Weighted-average limited partner units outstanding (f):
	Common units - basic	62,896,848		62,646,664
	Common units - diluted	63,020,348		62,780,594
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,
2022		2021
Transportation and Terminaling Segment
Terminals
Total throughput (barrels per day (“bpd”)) (a)(c)				236,692		219,870
Lease tank capacity (average lease capacity barrels per month) (c)				2,441,528		2,490,334
Pipelines
Total throughput (bpd) (a)(c)				171,344		153,463
Lease tank capacity (average lease capacity barrels per month) (c)				1,201,276		1,033,760
Storage Segment
Storage capacity reserved (average shell capacity barrels per month) (c)				7,901,226		7,605,161
Total throughput (bpd) (a)(c)				9,619		7,873
Cash Flow Information:
	Net cash provided by (used in):
Operating activities				$	67,322	$	54,822
Investing activities				(1,433)		(1,254)
Financing activities				(46,464)		(45,886)
Net change in cash and cash equivalents				$	19,425	$	7,682
Other Financial Information:
	EBITDA attributable to PBFX (b)			$	55,862	$	57,923
	Adjusted EBITDA (b)			$	56,581	$	58,996
	Distributable cash flow (b)			$	45,700	$	48,178
	Quarterly distribution declared per unit (d)			$	0.30	$	0.30
	Distributions (d):
		Common		$	18,986	$	18,924
			Total distributions	$	18,986	$	18,924
			Coverage ratio (b)	2.40x		2.54x
	Capital expenditures			$	1,433	$	1,254
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:		2022		2021
	Cash and cash equivalents (e)	$	53,329	$	33,904
	Property, plant and equipment, net	779,422		787,338
	Total assets	902,950		901,297
	Total debt (e)	597,962		622,544
	Total liabilities	636,260		652,601
	Partners’ equity	266,690		248,696
	Total liabilities and equity	902,950		901,297
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,
2022		2021
Reconciliation of net income to EBITDA and distributable cash flow (b):
	Net income		$	36,259	$	37,211
		Interest expense, net	9,713		10,287
		Amortization of loan fees and debt premium	418		429
		Accretion on discounted liabilities	5		6
		Change in contingent consideration	238		655
		Depreciation and amortization	9,484		9,405
	EBITDA		56,117		57,993
		Less: Earnings attributable to the CPI earn-out	255		70
	EBITDA attributable to PBFX		55,862		57,923
		Non-cash unit-based compensation expense	654		989
		Cash interest	(9,756)		(10,346)
		Maintenance capital expenditures attributable to PBFX	(1,060)		(388)
	Distributable cash flow		$	45,700	$	48,178
Reconciliation of net cash provided by operating activities to EBITDA and distributable cash flow (b):
	Net cash provided by operating activities		$	67,322	$	54,822
		Change in operating assets and liabilities	(20,264)		(6,127)
		Interest expense, net	9,713		10,287
		Non-cash unit-based compensation expense	(654)		(989)
	EBITDA		56,117		57,993
		Less: Earnings attributable to the CPI earn-out	255		70
	EBITDA attributable to PBFX		55,862		57,923
		Non-cash unit-based compensation expense	654		989
		Cash interest	(9,756)		(10,346)
		Maintenance capital expenditures attributable to PBFX	(1,060)		(388)
	Distributable cash flow		$	45,700	$	48,178
See Footnotes to Earnings Release Tables

9

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,
2022		2021
Reconciliation of net income to EBITDA and Adjusted EBITDA (b):
	Net income		$	36,259	$	37,211
		Interest expense, net	9,713		10,287
		Amortization of loan fees and debt premium	418		429
		Accretion on discounted liabilities	5		6
		Change in contingent consideration	238		655
		Depreciation and amortization	9,484		9,405
	EBITDA		56,117		57,993
		Less: Earnings attributable to the CPI earn-out	255		70
	EBITDA attributable to PBFX		55,862		57,923
		Non-cash unit-based compensation expense	654		989
		East Coast Terminals environmental remediation costs	65		84
	Adjusted EBITDA		$	56,581	$	58,996
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, 2022
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	70,248	$	19,195	$	—	$	89,443
Depreciation and amortization	7,430		2,054		—		9,484
Income (loss) from operations	42,079		8,227		(3,911)		46,395
Other expense	—		—		10,136		10,136
Capital expenditures	1,302		131		—		1,433
	Three Months Ended March 31, 2021
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	71,477	$	16,028	$	—	$	87,505
Depreciation and amortization	7,235		2,170		—		9,405
Income (loss) from operations	46,609		5,788		(4,464)		47,933
Other expense	—		—		10,722		10,722
Capital expenditures	1,055		199		—		1,254

	Balance at March 31, 2022
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total assets	$	665,302	$	188,195	$	49,453	$	902,950
	Balance at December 31, 2021
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total assets	$	688,005	$	188,393	$	24,899	$	901,297

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PBF LOGISTICS LP
EARNINGS RELEASE TABLES
FOOTNOTES TO EARNINGS RELEASE TABLES
(Unaudited, in thousands, except per unit data)
(a)	Calculated as the sum of the average throughput per day for each asset group for the periods presented.
(b)	See “Non-GAAP Financial Measures” on page 4 for definitions of EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA, distributable cash flow and coverage ratio.
(c)	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.
(d)	On April 28, 2022, we announced a quarterly cash distribution of $0.30 per limited partner unit based on the results of the first quarter of 2022. The distribution is payable on May 26, 2022 to PBFX unitholders of record at the close of business on May 12, 2022. The total distribution amount includes the expected distributions to be made related to first quarter earnings.
(e)	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, 2022 and December 31, 2021 was $544,633and $588,640, respectively.
(f)	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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XML

8-K Cover Page	Apr. 28, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 28, 2022
Entity Registrant Name	PBF LOGISTICS LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36446
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Units Representing Limited Partner Interests
Trading Symbol	PBFX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001582568
Amendment Flag	false