PBF Logistics Declares Quarterly Distribution of $0.30 per Unit and

Announces Third Quarter 2022 Earnings Results

•Third quarter net income attributable to the limited partners of $34.9 million, or $0.55 per common unit, EBITDA attributable to PBFX of $53.8 million and Adjusted EBITDA of $54.6 million

•Year-to-date debt reduced by $100.0 million through repayments on the revolving credit facility

•Declares quarterly distribution of $0.30 per unit

PARSIPPANY, NJ – October 27, 2022 – PBF Logistics LP (NYSE:PBFX, the “Partnership”) today announced third quarter 2022 net income attributable to the limited partners of $34.9 million, or $0.55 per common unit. During the quarter, the Partnership generated cash from operations of $64.5 million, EBITDA attributable to PBFX of $53.8 million, Adjusted EBITDA of $54.6 million and distributable cash flow of $43.9 million. Included in reported results for the third quarter are $0.8 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 enjoyed another quarter of safe, reliable and consistent operations. We reduced our net leverage by an incremental $30 million, $100 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 remains on the continued health and safety of our employees and operations, providing high-quality, uninterrupted service to our customers.”

As of September 30, 2022, the Partnership had approximately $541.4 million of liquidity, including approximately $44.9 million in cash and cash equivalents, and access to approximately $496.5 million under its revolving credit facility. Year-to-date, the outstanding balance of the revolving credit facility has been reduced by $100.0 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 November 18, 2022, to unitholders of record at the close of business on November 7, 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.

Merger Agreement with PBF Energy

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 Partnership’s filings with the Securities and Exchange Commission.

No Offer or Solicitation

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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, October 27, 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, 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.

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)

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 and nine months ended September 30, 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.

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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 September 30,				Nine Months Ended September 30,
2022		2021		2022		2021
Revenue:
	Affiliate	$	77,348	$	75,464	$	232,957	$	226,504
	Third-party	12,224		13,389		39,424		39,692
Total revenue		89,572		88,853		272,381		266,196
Costs and expenses:
	Operating and maintenance expenses	30,439		27,265		88,045		77,760
	General and administrative expenses	5,509		3,902		16,102		14,592
	Depreciation and amortization	8,981		9,787		27,611		28,468
	Change in contingent consideration	(40)		761		198		2,565
Total costs and expenses		44,889		41,715		131,956		123,385
Income from operations		44,683		47,138		140,425		142,811
Other expense:
	Interest expense, net	(9,328)		(10,027)		(28,747)		(30,526)
	Amortization of loan fees and debt premium	(412)		(423)		(1,245)		(1,278)
	Accretion on discounted liabilities	(4)		(6)		(14)		(18)
Net income attributable to PBF Logistics LP unitholders		$	34,939	$	36,682	$	110,419	$	110,989
Net income per limited partner unit (f):
	Common units - basic	$	0.55	$	0.58	$	1.75	$	1.77
	Common units - diluted	0.55		0.58		1.75		1.76
Weighted-average limited partner units outstanding (f):
	Common units - basic	63,087,643		62,887,914		63,021,864		62,820,193
	Common units - diluted	63,282,047		62,997,487		63,153,973		62,934,116
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 September 30,				Nine Months Ended September 30,
2022		2021		2022		2021
Transportation and Terminaling Segment
Terminals
Total throughput (barrels per day (“bpd”)) (a)(c)				278,855		263,389		265,219		247,167
Lease tank capacity (average lease capacity barrels per month) (c)				2,041,334		2,027,334		2,246,563		2,313,001
Pipelines
Total throughput (bpd) (a)(c)				189,066		164,103		169,432		157,172
Lease tank capacity (average lease capacity barrels per month) (c)				1,674,471		1,175,380		1,383,653		1,080,644
Storage Segment
Storage capacity reserved (average shell capacity barrels per month) (c)				7,333,111		7,727,436		7,654,163		7,667,832
Total throughput (bpd) (a)(c)				10,907		19,227		8,895		16,779
Cash Flow Information:
	Net cash provided by (used in):
Operating activities				$	64,518	$	53,419	$	175,990	$	143,704
Investing activities				(1,484)		(3,383)		(4,622)		(6,892)
Financing activities				(48,823)		(53,799)		(160,363)		(144,449)
Net change in cash and cash equivalents				$	14,211	$	(3,763)	$	11,005	$	(7,637)
Other Financial Information:
	EBITDA attributable to PBFX (b)			$	53,790	$	56,839	$	167,729	$	171,778
	Adjusted EBITDA (b)			$	54,592	$	57,890	$	168,660	$	176,865
	Distributable cash flow (b)			$	43,906	$	46,782	$	139,225	$	143,495
	Quarterly distribution declared per unit (d)			$	0.30	$	0.30	$	0.90	$	0.90
	Distributions (d):
		Common		$	19,090	$	19,015	$	57,276	$	57,060
			Total distributions	$	19,090	$	19,015	$	57,276	$	57,060
			Coverage ratio (b)	2.30x		2.46x		2.43x		2.51x
	Capital expenditures			$	1,484	$	3,383	$	4,622	$	6,892
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)
		September 30,		December 31,
Balance Sheet Information:		2022		2021
	Cash and cash equivalents (e)	$	44,909	$	33,904
	Property, plant and equipment, net	764,450		787,338
	Total assets	868,221		901,297
	Total debt (e)	523,790		622,544
	Total liabilities	563,212		652,601
	Partners’ equity	305,009		248,696
	Total liabilities and equity	868,221		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 September 30,				Nine Months Ended September 30,
2022		2021		2022		2021
Reconciliation of net income to EBITDA and distributable cash flow (b):
	Net income		$	34,939	$	36,682	$	110,419	$	110,989
		Interest expense, net	9,328		10,027		28,747		30,526
		Amortization of loan fees and debt premium	412		423		1,245		1,278
		Accretion on discounted liabilities	4		6		14		18
		Change in contingent consideration	(40)		761		198		2,565
		Depreciation and amortization	8,981		9,787		27,611		28,468
	EBITDA		53,624		57,686		168,234		173,844
		Less: (Loss) earnings attributable to the CPI earn-out	(166)		847		505		2,066
	EBITDA attributable to PBFX		53,790		56,839		167,729		171,778
		Non-cash unit-based compensation expense	739		835		4,217		4,658
		Cash interest	(9,365)		(10,066)		(28,862)		(30,678)
		Maintenance capital expenditures attributable to PBFX	(1,258)		(826)		(3,859)		(2,263)
	Distributable cash flow		$	43,906	$	46,782	$	139,225	$	143,495
Reconciliation of net cash provided by operating activities to EBITDA and distributable cash flow (b):
	Net cash provided by operating activities		$	64,518	$	53,419	$	175,990	$	143,704
		Change in operating assets and liabilities	(19,483)		(4,925)		(32,286)		4,272
		Interest expense, net	9,328		10,027		28,747		30,526
		Non-cash unit-based compensation expense	(739)		(835)		(4,217)		(4,658)
	EBITDA		53,624		57,686		168,234		173,844
		Less: (Loss) earnings attributable to the CPI earn-out	(166)		847		505		2,066
	EBITDA attributable to PBFX		53,790		56,839		167,729		171,778
		Non-cash unit-based compensation expense	739		835		4,217		4,658
		Cash interest	(9,365)		(10,066)		(28,862)		(30,678)
		Maintenance capital expenditures attributable to PBFX	(1,258)		(826)		(3,859)		(2,263)
	Distributable cash flow		$	43,906	$	46,782	$	139,225	$	143,495
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 September 30,				Nine Months Ended September 30,
2022		2021		2022		2021
Reconciliation of net income to EBITDA and Adjusted EBITDA (b):
	Net income		$	34,939	$	36,682	$	110,419	$	110,989
		Interest expense, net	9,328		10,027		28,747		30,526
		Amortization of loan fees and debt premium	412		423		1,245		1,278
		Accretion on discounted liabilities	4		6		14		18
		Change in contingent consideration	(40)		761		198		2,565
		Depreciation and amortization	8,981		9,787		27,611		28,468
	EBITDA		53,624		57,686		168,234		173,844
		Less: (Loss) earnings attributable to the CPI earn-out	(166)		847		505		2,066
	EBITDA attributable to PBFX		53,790		56,839		167,729		171,778
		Non-cash unit-based compensation expense	739		835		4,217		4,658
		East Coast Terminals environmental remediation costs	63		216		173		429
		East Coast Storage Assets one-time, incremental revenue	—		—		(3,459)		—
	Adjusted EBITDA		$	54,592	$	57,890	$	168,660	$	176,865
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 September 30, 2022
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	72,275	$	17,297	$	—	$	89,572
Depreciation and amortization	6,923		2,058		—		8,981
Income (loss) from operations	43,651		6,541		(5,509)		44,683
Other expense	—		—		9,744		9,744
Capital expenditures	1,039		445		—		1,484
	Three Months Ended September 30, 2021
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	69,718	$	19,135	$	—	$	88,853
Depreciation and amortization	7,613		2,174		—		9,787
Income (loss) from operations	42,744		8,296		(3,902)		47,138
Other expense	—		—		10,456		10,456
Capital expenditures	3,281		102		—		3,383
	Nine Months Ended September 30, 2022
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	213,241	$	59,140	$	—	$	272,381
Depreciation and amortization	21,440		6,171		—		27,611
Income (loss) from operations	128,843		27,684		(16,102)		140,425
Other expense	—		—		30,006		30,006
Capital expenditures	3,612		1,010		—		4,622
	Nine Months Ended September 30, 2021
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total revenue	$	211,903	$	54,293	$	—	$	266,196
Depreciation and amortization	21,953		6,515		—		28,468
Income (loss) from operations	134,801		22,602		(14,592)		142,811
Other expense	—		—		31,822		31,822
Capital expenditures	6,590		302		—		6,892

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PBF LOGISTICS LP
EARNINGS RELEASE TABLES
SEGMENT FINANCIAL INFORMATION (continued)
(Unaudited, in thousands)
	Balance at September 30, 2022
	Transportation and Terminaling		Storage		Corporate		Consolidated Total
Total assets	$	648,091	$	183,576	$	36,554	$	868,221
	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 October 27, 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 third quarter of 2022. The distribution is payable on November 18, 2022 to PBFX unitholders of record at the close of business on November 7, 2022. The total distribution amount includes the expected distributions to be made related to third 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 September 30, 2022 and December 31, 2021 was $478,881 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.

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