Document

PARSIPPANY, NJ – July 28, 2022 – PBF Logistics LP (NYSE:PBFX, the “Partnership”) today announced second quarter 2022 net income attributable to the limited partners of $39.2 million, or $0.62 per common unit. During the quarter, the Partnership generated cash from operations of $44.2 million, EBITDA attributable to PBFX of $58.1 million, Adjusted EBITDA of $57.5 million and distributable cash flow of $49.6 million. Included in reported results for the second quarter are $2.9 million, or $0.05 per common unit, of non-cash unit-based compensation expense and continued environmental remediation costs associated with the East Coast Terminals. Also included in second quarter results is approximately $3.5 million of one-time, incremental revenue related to certain East Coast storage operations.

“PBF Logistics enjoyed another quarter of safe, reliable and consistent operations. We reduced our net leverage by an incremental $45 million, $70 million on a year-to-date basis, 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.”

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.

On July 28, 2022, the Partnership and PBF Energy Inc. (“PBF Energy”) announced a definitive merger agreement (the “Merger Agreement”) and plan of merger pursuant to which PBF Energy will acquire all of the publicly held common units representing limited partner interests in the Partnership not already owned by PBF Energy and its subsidiaries on the closing date of the transaction (the “Merger Transaction”). The Merger Agreement provides that each outstanding common unit of the Partnership held by an unaffiliated common unitholder will receive 0.270 shares of PBF Energy Class A common stock and $9.25 in cash, without interest. The merger is expected to close in the fourth quarter of 2022, subject to customary closing conditions. For additional information on this transaction, please refer to the separate joint press release published today.

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”).

The Partnership will host a conference call and webcast regarding quarterly results and other business matters on Thursday, July 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.

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, which include but are not limited to risks related to the Merger Transaction, including the risk that the transaction is not consummated during the expected timeframe, or at all, the 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.

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”).

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.


PBF LOGISTICS LP
EARNINGS RELEASE TABLES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except unit and per unit data)

		Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021
Revenue:
	Affiliate	$	79,624	$	75,107	$	155,609	$	151,040
	Third-party	13,742		14,731		27,200		26,303
Total revenue		93,366		89,838		182,809		177,343

Costs and expenses:
	Operating and maintenance expenses	28,191		25,447		57,606		50,495
	General and administrative expenses	6,682		6,226		10,593		10,690
	Depreciation and amortization	9,146		9,276		18,630		18,681

	Change in contingent consideration	—		1,149		238		1,804
Total costs and expenses		44,019		42,098		87,067		81,670

Income from operations		49,347		47,740		95,742		95,673

Other expense:
	Interest expense, net	(9,706)		(10,212)		(19,419)		(20,499)
	Amortization of loan fees and debt premium	(415)		(426)		(833)		(855)
	Accretion on discounted liabilities	(5)		(6)		(10)		(12)





Net income attributable to PBF Logistics LP unitholders		$	39,221	$	37,096	$	75,480	$	74,307

Net income per limited partner unit (f):
	Common units - basic	$	0.62	$	0.59	$	1.20	$	1.18
	Common units - diluted	0.62		0.59		1.20		1.18


Weighted-average limited partner units outstanding (f):
	Common units - basic	63,050,107		62,785,212		63,000,110		62,737,272
	Common units - diluted	63,205,739		62,982,884		63,078,204		62,859,734


See Footnotes to Earnings Release Tables


PBF LOGISTICS LP
EARNINGS RELEASE TABLES
KEY OPERATING AND FINANCIAL INFORMATION
(Unaudited, amounts in thousands except barrel and per unit data)

				Three Months Ended June 30,				Six Months Ended June 30,
				2022		2021		2022		2021
Transportation and Terminaling Segment
Terminals
Total throughput (barrels per day (“bpd”)) (a)(c)				279,692		257,765		258,311		238,922
Lease tank capacity (average lease capacity barrels per month) (c)				2,256,829		2,421,334		2,349,178		2,455,834
Pipelines
Total throughput (bpd) (a)(c)				147,691		153,834		159,452		153,650
Lease tank capacity (average lease capacity barrels per month) (c)				1,270,012		1,031,234		1,235,834		1,032,490

Storage Segment
Storage capacity reserved (average shell capacity barrels per month) (c)				7,728,150		7,670,900		7,814,688		7,638,031
Total throughput (bpd) (a)(c)				6,144		23,113		7,872		15,535

Cash Flow Information:
	Net cash provided by (used in):
Operating activities				$	44,150	$	35,463	$	111,472	$	90,285
Investing activities				(1,705)		(2,255)		(3,138)		(3,509)
Financing activities				(65,076)		(44,764)		(111,540)		(90,650)
Net change in cash and cash equivalents				$	(22,631)	$	(11,556)	$	(3,206)	$	(3,874)

Other Financial Information:
	EBITDA attributable to PBFX (b)			$	58,077	$	57,016	$	113,939	$	114,939
	Adjusted EBITDA (b)			$	57,487	$	59,979	$	114,068	$	118,975
	Distributable cash flow (b)			$	49,619	$	48,535	$	95,319	$	96,713
	Quarterly distribution declared per unit (d)			$	0.30	$	0.30	$	0.60	$	0.60
	Distributions (d):
		Common		$	19,093	$	19,021	$	38,186	$	37,945


			Total distributions	$	19,093	$	19,021	$	38,186	$	37,945
			Coverage ratio (b)	2.60x		2.55x		2.50x		2.54x
	Capital expenditures			$	1,705	$	2,255	$	3,138	$	3,509

See Footnotes to Earnings Release Tables


PBF LOGISTICS LP
EARNINGS RELEASE TABLES
KEY OPERATING AND FINANCIAL INFORMATION (continued)
(Unaudited, in thousands)

		June 30,		December 31,
Balance Sheet Information:		2022		2021
	Cash and cash equivalents (e)	$	30,698	$	33,904
	Property, plant and equipment, net	771,721		787,338
	Total assets	866,952		901,297
	Total debt (e)	553,377		622,544
	Total liabilities	578,528		652,601
	Partners’ equity	288,424		248,696

	Total liabilities and equity	866,952		901,297

See Footnotes to Earnings Release Tables


PBF LOGISTICS LP
EARNINGS RELEASE TABLES
RECONCILIATION OF AMOUNTS REPORTED UNDER GAAP
TO EBITDA AND DISTRIBUTABLE CASH FLOW
(Unaudited, in thousands)

			Three Months Ended June 30,				Six Months Ended June 30,
			2022		2021		2022		2021
Reconciliation of net income to EBITDA and distributable cash flow (b):
	Net income		$	39,221	$	37,096	$	75,480	$	74,307
		Interest expense, net	9,706		10,212		19,419		20,499
		Amortization of loan fees and debt premium	415		426		833		855
		Accretion on discounted liabilities	5		6		10		12
		Change in contingent consideration	—		1,149		238		1,804

		Depreciation and amortization	9,146		9,276		18,630		18,681
	EBITDA		58,493		58,165		114,610		116,158


		Less: Earnings attributable to the CPI earn-out	416		1,149		671		1,219
	EBITDA attributable to PBFX		58,077		57,016		113,939		114,939
		Non-cash unit-based compensation expense	2,824		2,834		3,478		3,823
		Cash interest	(9,741)		(10,266)		(19,497)		(20,612)
		Maintenance capital expenditures attributable to PBFX	(1,541)		(1,049)		(2,601)		(1,437)
	Distributable cash flow		$	49,619	$	48,535	$	95,319	$	96,713

Reconciliation of net cash provided by operating activities to EBITDA and distributable cash flow (b):
	Net cash provided by operating activities		$	44,150	$	35,463	$	111,472	$	90,285
		Change in operating assets and liabilities	7,461		15,324		(12,803)		9,197
		Interest expense, net	9,706		10,212		19,419		20,499
		Non-cash unit-based compensation expense	(2,824)		(2,834)		(3,478)		(3,823)
	EBITDA		58,493		58,165		114,610		116,158


		Less: Earnings attributable to the CPI earn-out	416		1,149		671		1,219
	EBITDA attributable to PBFX		58,077		57,016		113,939		114,939
		Non-cash unit-based compensation expense	2,824		2,834		3,478		3,823
		Cash interest	(9,741)		(10,266)		(19,497)		(20,612)
		Maintenance capital expenditures attributable to PBFX	(1,541)		(1,049)		(2,601)		(1,437)
	Distributable cash flow		$	49,619	$	48,535	$	95,319	$	96,713

See Footnotes to Earnings Release Tables


PBF LOGISTICS LP
EARNINGS RELEASE TABLES
RECONCILIATION OF AMOUNTS REPORTED UNDER GAAP
TO EBITDA AND ADJUSTED EBITDA
(Unaudited, in thousands)

			Three Months Ended June 30,				Six Months Ended June 30,
			2022		2021		2022		2021
Reconciliation of net income to EBITDA and Adjusted EBITDA (b):
	Net income		$	39,221	$	37,096	$	75,480	$	74,307
		Interest expense, net	9,706		10,212		19,419		20,499
		Amortization of loan fees and debt premium	415		426		833		855
		Accretion on discounted liabilities	5		6		10		12
		Change in contingent consideration	—		1,149		238		1,804

		Depreciation and amortization	9,146		9,276		18,630		18,681
	EBITDA		58,493		58,165		114,610		116,158


		Less: Earnings attributable to the CPI earn-out	416		1,149		671		1,219
	EBITDA attributable to PBFX		58,077		57,016		113,939		114,939

		Non-cash unit-based compensation expense	2,824		2,834		3,478		3,823
		East Coast Terminals environmental remediation costs	45		129		110		213
		East Coast Storage Assets one-time, incremental revenue	(3,459)		—		(3,459)		—
	Adjusted EBITDA		$	57,487	$	59,979	$	114,068	$	118,975

See Footnotes to Earnings Release Tables


PBF LOGISTICS LP
EARNINGS RELEASE TABLES
SEGMENT FINANCIAL INFORMATION
(Unaudited, in thousands)

	Three Months Ended June 30, 2022
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	70,718	$	22,648	$	—	$	93,366
Depreciation and amortization	7,087		2,059		—		9,146
Income (loss) from operations	43,113		12,916		(6,682)		49,347
Other expense	—		—		10,126		10,126
Capital expenditures	1,271		434		—		1,705

	Three Months Ended June 30, 2021
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	70,708	$	19,130	$	—	$	89,838
Depreciation and amortization	7,105		2,171		—		9,276
Income (loss) from operations	45,448		8,518		(6,226)		47,740
Other expense	—		—		10,644		10,644
Capital expenditures	2,254		1		—		2,255











	Six Months Ended June 30, 2022
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	140,966	$	41,843	$	—	$	182,809
Depreciation and amortization	14,517		4,113		—		18,630
Income (loss) from operations	85,192		21,143		(10,593)		95,742
Other expense	—		—		20,262		20,262
Capital expenditures	2,573		565		—		3,138

	Six Months Ended June 30, 2021
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	142,185	$	35,158	$	—	$	177,343
Depreciation and amortization	14,340		4,341		—		18,681
Income (loss) from operations	92,057		14,306		(10,690)		95,673
Other expense	—		—		21,366		21,366
Capital expenditures	3,309		200		—		3,509

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 July 28, 2022, the board of directors of our general partner announced a quarterly cash distribution of $0.30 per limited partner unit based on the results of the second quarter of 2022. The distribution is payable on August 25, 2022 to PBFX unitholders of record at the close of business on August 11, 2022. The total distribution amount includes the expected distributions to be made related to second 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 June 30, 2022 and December 31, 2021 was $522,679 and $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.


PBF LOGISTICS LP
EARNINGS RELEASE TABLES
SEGMENT FINANCIAL INFORMATION (continued)
(Unaudited, in thousands)

	Balance at June 30, 2022
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total assets	$	650,111	$	189,100	$	27,741	$	866,952

	Balance at December 31, 2021
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total assets	$	688,005	$	188,393	$	24,899	$	901,297