CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Tables)

6 Months Ended

Jun. 30, 2014

Condensed Financial Information of Subsidiary Disclosure [Abstract]

Condensed Consolidating Balance Sheet

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	June 30, 2014
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	311,982		$	1,350	$	38		$	—		$	313,370
Accounts receivable	657,790			55,436		—			—			713,226
Accounts receivable - affiliate	506			3,491		—			—			3,997
Inventories	1,074,128			637,723		—			—			1,711,851
Prepaid expense and other current assets	56,327			5,388		51			(51		)	61,715
Due from related parties	13,295,126			17,778,473		360			(31,073,959		)	—
Total current assets	15,395,859			18,481,861		449			(31,074,010		)	2,804,159
Property, plant and equipment, net	22,939			1,737,069		28,876			—			1,788,884
Investment in subsidiaries	3,209,535			—		—			(3,209,535		)	—
Deferred charges and other assets, net	25,955			255,212		2,976			—			284,143
Total assets	$	18,654,288		$	20,474,142	$	32,301		$	(34,283,545	)	$	4,877,186
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	284,129		$	55,107	$	—		$	(51	)	$	339,185
Accounts payable - affiliate	7,782			—		—			—			7,782
Accrued expenses	891,776			588,951		16,107			—			1,496,834
Current portion of long-term debt	—			13,009		—			—			13,009
Deferred revenue	6,134			—		—			—			6,134
Due to related parties	14,552,915			16,519,423		1,621			(31,073,959		)	—
Total current liabilities	15,742,736			17,176,490		17,728			(31,074,010		)	1,862,944
Delaware Economic Development Authority loan	—			12,000		—			—			12,000
Long-term debt	667,992			44,420		8,225			—			720,637
Intercompany notes payable	88,403			—		—			—			88,403
Other long-term liabilities	16,902			38,045		—			—			54,947
Total liabilities	16,516,033			17,270,955		25,953			(31,074,010		)	2,738,931
Commitments and contingencies
Equity:
Member's equity	1,231,236			836,314		7,187			(843,501		)	1,231,236
Retained earnings (accumulated deficit)	921,013			2,365,043		(839		)	(2,364,204		)	921,013
Accumulated other comprehensive (loss) income	(13,994		)	1,830		—			(1,830		)	(13,994		)
Total equity	2,138,255			3,203,187		6,348			(3,209,535		)	2,138,255
Total liabilities and equity	$	18,654,288		$	20,474,142	$	32,301		$	(34,283,545	)	$	4,877,186

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	December 31, 2013
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	76,179		$	791	$	—	$	—		$	76,970
Accounts receivable	588,385			8,262		—		—			596,647
Inventories	818,007			627,510		—		—			1,445,517
Prepaid expense and other current assets	49,251			6,592		—		—			55,843
Due from related parties	11,807,063			16,600,151		—		(28,407,214		)	—
Total current assets	13,338,885			17,243,306		—		(28,407,214		)	2,174,977
Property, plant and equipment, net	60,746			1,720,843		—		—			1,781,589
Investment in subsidiaries	3,584,622			—		—		(3,584,622		)	—
Deferred charges and other assets, net	27,923			234,556		—		—			262,479
Total assets	$	17,012,176		$	19,198,705	$	—	$	(31,991,836	)	$	4,219,045
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	307,612		$	94,681	$	—	$	—		$	402,293
Accrued expenses	606,388			604,557		—		—			1,210,945
Current portion of long-term debt	—			12,029		—		—			12,029
Deferred revenue	7,766			—		—		—			7,766
Due to related parties	13,589,263			14,817,951		—		(28,407,214		)	—
Total current liabilities	14,511,029			15,529,218		—		(28,407,214		)	1,633,033
Delaware Economic Development Authority loan	—			12,000		—		—			12,000
Long-term debt	682,487			41,060		—		—			723,547
Intercompany notes payable	31,835			—		—		—			31,835
Other long-term liabilities	14,672			31,805		—		—			46,477
Total liabilities	15,240,023			15,614,083		—		(28,407,214		)	2,446,892
Commitments and contingencies
Equity:
Member's equity	933,164			667,173		—		(667,173		)	933,164
Retained earnings	853,527			2,915,720		—		(2,915,720		)	853,527
Accumulated other comprehensive (loss) income	(14,538		)	1,729		—		(1,729		)	(14,538		)
Total equity	1,772,153			3,584,622		—		(3,584,622		)	1,772,153
Total liabilities and equity	$	17,012,176		$	19,198,705	$	—	$	(31,991,836	)	$	4,219,045

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	10,046,951		$	739,071		$	460		$	(738,330	)	$	10,048,152
Costs and expenses:
Cost of sales, excluding depreciation	9,090,621			737,870			761			(738,330		)	9,090,922
Operating expenses, excluding depreciation	35			478,645			—			—			478,680
General and administrative expenses	60,320			8,399			—			—			68,719
(Gain) loss on sale of assets	(186		)	6			—			—			(180		)
Depreciation and amortization expense	6,823			60,866			42			—			67,731
	9,157,613			1,285,786			803			(738,330		)	9,705,872
Income (loss) from operations	889,338			(546,715		)	(343		)	—			342,280
Other income (expense):
Equity in earnings (loss) of subsidiaries	(551,516		)	—			—			551,516			—
Change in fair value of catalyst leases	—			(4,339		)	—			—			(4,339		)
Interest (expense) income, net	$	(51,554	)	$	377		$	(496	)	$	—		$	(51,673	)
Net income (loss)	$	286,268		$	(550,677	)	$	(839	)	$	551,516		$	286,268
Comprehensive income (loss)	$	286,812		$	(550,582	)	$	(839	)	$	551,421		$	286,812

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	6,561,777		$	6,315,781		$	—	$	(3,401,417	)	$	9,476,141
Costs and expenses:
Cost of sales, excluding depreciation	7,453,784			4,678,714			—		(3,401,417		)	8,731,081
Operating expenses, excluding depreciation	(141		)	408,740			—		—			408,599
General and administrative expenses	42,040			7,195			—		—			49,235
Depreciation and amortization expense	6,138			47,955			—		—			54,093
	7,501,821			5,142,604			—		(3,401,417		)	9,243,008
(Loss) income from operations	(940,044		)	1,173,177			—		—			233,133
Other income (expense):
Equity in earnings of subsidiaries	1,176,634			—			—		(1,176,634		)	—
Change in fair value of catalyst leases	—			5,481			—		—			5,481
Interest expense, net	(41,325		)	(2,024		)	—		—			(43,349		)
Net income (loss)	$	195,265		$	1,176,634		$	—	$	(1,176,634	)	$	195,265
Comprehensive income (loss)	$	195,475		$	1,176,634		$	—	$	(1,176,634	)	$	195,475

Condensed Consolidating Statement of Cash Flow

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	286,268		$	(550,677	)	$	(839	)	$	551,516		$	286,268
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	10,084			60,881			253			—			71,218
Stock-based compensation	—			2,728			—			—			2,728
Change in fair value of catalyst lease obligations	—			4,339			—			—			4,339
Non-cash change in inventory repurchase obligations	—			(7,973		)	—			—			(7,973		)
Pension and other post retirement benefit costs	2,777			7,761			—			—			10,538
(Gain) loss on disposition of property, plant and equipment	(186		)	6			—			—			(180		)
Equity in earnings of subsidiaries	551,516			—			—			(551,516		)	—
Changes in current assets and current liabilities:
Accounts receivable	(69,405		)	(47,174		)	—			—			(116,579		)
Amounts due to/from related parties	(716,895		)	719,419			1,261			—			3,785
Inventories	(256,121		)	7,027			—			—			(249,094		)
Prepaid expenses and other current assets	(7,076		)	1,204			(51		)	51			(5,872		)
Accounts payable	(23,483		)	(39,574		)	—			(51		)	(63,108		)
Accrued expenses	285,388			(3,321		)	—			—			282,067
Deferred revenue	(1,632		)	—			—			—			(1,632		)
Other assets and liabilities	(836		)	(3,232		)	—			—			(4,068		)
Net cash provided by (used in) operating activities	60,399			151,414			624			—			212,437
Cash flows from investing activities:
Expenditures for property, plant and equipment	(6,588		)	(103,229		)	(12,811		)	—			(122,628		)
Expenditures for deferred turnaround costs	—			(39,424		)	—			—			(39,424		)
Expenditures for other assets	—			(8,202		)	—			—			(8,202		)
Investment in subsidiaries	(7,187		)	—			—			7,187			—
Proceeds from sale of assets	37,759			—			—			—			37,759
Net cash provided by (used in) investing activities	23,984			(150,855		)	(12,811		)	7,187			(132,495		)
Cash flows from financing activities:
Proceeds from members' capital contributions	328,664			—			7,187			(7,187		)	328,664
Distribution to members	(218,782		)	—			—			—			(218,782		)
Proceeds from intercompany notes payable	55,994			—			—			—			55,994
Proceeds from Rail Facility Revolver	—			—			8,225			—			8,225
Proceeds from revolver borrowings	395,000			—			—			—			395,000
Repayments of revolver borrowings	(410,000		)	—			—			—			(410,000		)
Deferred financing costs and other	544			—			(3,187		)	—			(2,643		)
Net cash provided by (used in) financing activities	151,420			—			12,225			(7,187		)	156,458
Net increase in cash and cash equivalents	235,803			559			38			—			236,400
Cash and equivalents, beginning of period	76,179			791			—			—			76,970
Cash and equivalents, end of period	$	311,982		$	1,350		$	38		$	—		$	313,370

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	195,265		$	1,176,634		$	—	$	(1,176,634	)	$	195,265
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	9,339			48,014			—		—			57,353
Stock-based compensation	—			1,977			—		—			1,977
Change in fair value of catalyst lease obligations	—			(5,481		)	—		—			(5,481		)
Non-cash change in inventory repurchase obligations	—			(17,377		)	—		—			(17,377		)
Pension and other post retirement benefit costs	—			8,472			—		—			8,472
Equity in earnings of subsidiaries	(1,176,634		)	—			—		1,176,634			—
Changes in current assets and current liabilities:
Accounts receivable	(9,505		)	(78,051		)	—		—			(87,556		)
Amounts due to/from related parties	832,549			(817,828		)	—		—			14,721
Inventories	(203,625		)	20,587			—		—			(183,038		)
Prepaid expenses and other current assets	(22,191		)	(10,557		)	—		—			(32,748		)
Accounts payable	(12,985		)	(119,505		)	—		—			(132,490		)
Accrued expenses	237,384			(42,073		)	—		—			195,311
Deferred revenue	—			(26,594		)	—		—			(26,594		)
Other assets and liabilities	4,114			(12,480		)	—		—			(8,366		)
Net cash (used in) provided by operating activities	(146,289		)	125,738			—		—			(20,551		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(18,240		)	(86,844		)	—		—			(105,084		)
Expenditures for refinery turnarounds costs	—			(4,551		)	—		—			(4,551		)
Expenditures for other assets	—			(3,089		)	—		—			(3,089		)
Net cash used in investing activities	(18,240		)	(94,484		)	—		—			(112,724		)
Cash flows from financing activities:
Distributions to members	(155,802		)	—			—		—			(155,802		)
Proceeds from intercompany notes payable	31,632			—			—		—			31,632
Proceeds from revolver borrowings	160,000			—			—		—			160,000
Repayments of revolver borrowings	(65,000		)	—			—		—			(65,000		)
Payment of contingent consideration related to acquisition of Toledo refinery	—			(21,357		)	—		—			(21,357		)
Deferred financing costs and other	(1,044		)	(215		)	—		—			(1,259		)
Net cash used in financing activities	(30,214		)	(21,572		)	—		—			(51,786		)
Net (decrease) increase in cash and cash equivalents	(194,743		)	9,682			—		—			(185,061		)
Cash and equivalents, beginning of period	241,926			12,365			—		—			254,291
Cash and equivalents, end of period	$	47,183		$	22,047		$	—	$	—		$	69,230