CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Tables)

3 Months Ended

Mar. 31, 2016

Condensed Financial Information of Subsidiary Disclosure [Abstract]

Condensed Consolidating Balance Sheet

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	March 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	640,779		$	16,580		$	39,816	$	(2,293	)	$	694,882
Accounts receivable	528,782			4,340			8,402		—			541,524
Accounts receivable - affiliate	251			2,946			—		—			3,197
Inventories	631,279			372,441			225,579		—			1,229,299
Prepaid expense and other current assets	30,470			31,090			283		—			61,843
Due from related parties	21,186,259			20,857,235			3,571,997		(45,615,491		)	—
Total current assets	23,017,820			21,284,632			3,846,077		(45,617,784		)	2,530,745
Property, plant and equipment, net	28,959			1,975,647			223,935		—			2,228,541
Investment in subsidiaries	1,351,060			118,982			—		(1,470,042		)	—
Deferred charges and other assets, net	19,776			345,433			1,500		—			366,709
Total assets	$	24,417,615		$	23,724,694		$	4,071,512	$	(47,087,826	)	$	5,125,995
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	232,429		$	150,684		$	6,989	$	(2,293	)	$	387,809
Accounts payable - affiliate	24,454			—			—		—			24,454
Accrued expenses	503,062			526,971			140,361		—			1,170,394
Deferred tax liability	—			—			31,487		—			31,487
Deferred revenue	3,154			—			—		—			3,154
Due to related parties	20,323,677			21,753,202			3,538,612		(45,615,491		)	—
Total current liabilities	21,086,776			22,430,857			3,717,449		(45,617,784		)	1,617,298
Delaware Economic Development Authority loan	—			4,000			—		—			4,000
Long-term debt	1,140,118			34,609			67,117		—			1,241,844
Affiliate notes payable	469,530			—			—		—			469,530
Deferred tax liability	—			—			25,721		—			25,721
Other long-term liabilities	30,210			46,411			—		—			76,621
Total liabilities	22,726,634			22,515,877			3,810,287		(45,617,784		)	3,435,014
Commitments and contingencies
Equity:
Member's equity	1,482,649			1,071,405			158,329		(1,229,734		)	1,482,649
Retained earnings (accumulated deficit)	220,096			133,264			102,896		(236,160		)	220,096
Accumulated other comprehensive (loss) income	(24,148		)	(8,236		)	—		8,236			(24,148		)
Total PBF Holding Company LLC equity	1,678,597			1,196,433			261,225		(1,457,658		)	1,678,597
Noncontrolling interest	12,384			12,384			—		(12,384		)	12,384
Total equity	1,690,981			1,208,817			261,225		(1,470,042		)	1,690,981
Total liabilities and equity	$	24,417,615		$	23,724,694		$	4,071,512	$	(47,087,826	)	$	5,125,995

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	December 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	882,820		$	6,236		$	28,968	$	(3,275	)	$	914,749
Accounts receivable	430,809			11,057			12,893		—			454,759
Accounts receivable - affiliate	917			2,521			—		—			3,438
Inventories	608,646			363,151			202,475		—			1,174,272
Prepaid expense and other current assets	24,243			9,074			384		—			33,701
Due from related parties	20,236,649			20,547,503			3,262,382		(44,046,534		)	—
Total current assets	22,184,084			20,939,542			3,507,102		(44,049,809		)	2,580,919
Property, plant and equipment, net	25,240			1,960,066			225,784		—			2,211,090
Investment in subsidiaries	1,740,111			143,349			—		(1,883,460		)	—
Deferred charges and other assets, net	23,973			265,240			1,500		—			290,713
Due from related party - long term	—			—			20,577		(20,577		)	—
Total assets	$	23,973,408		$	23,308,197		$	3,754,963	$	(45,953,846	)	$	5,082,722
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	196,988		$	113,564		$	7,566	$	(3,275	)	$	314,843
Accounts Payable - affiliate	23,949			—			—		—			23,949
Accrued expenses	503,179			495,842			118,414		—			1,117,435
Deferred revenue	4,043			—			—		—			4,043
Due to related parties	19,787,807			21,026,310			3,232,417		(44,046,534		)	—
Total current liabilities	20,515,966			21,635,716			3,358,397		(44,049,809		)	1,460,270
Delaware Economic Development Authority loan	—			4,000			—		—			4,000
Long-term debt	1,137,980			31,717			67,023		—			1,236,720
Affiliate notes payable	470,047			—			—		—			470,047
Deferred tax liability	—			—			20,577		—			20,577
Other long-term liabilities	28,131			41,693			—		—			69,824
Due to related party - long term	—			20,577			—		(20,577		)	—
Total liabilities	22,152,124			21,733,703			3,445,997		(44,070,386		)	3,261,438
Commitments and contingencies
Equity:
Member's equity	1,479,175			1,062,717			182,696		(1,245,413		)	1,479,175
Retained earnings (accumulated deficit)	349,654			502,788			126,270		(629,058		)	349,654
Accumulated other comprehensive (loss) income	(24,770		)	(8,236		)	—		8,236			(24,770		)
Total PBF Holding Company LLC equity	1,804,059			1,557,269			308,966		(1,866,235		)	1,804,059
Noncontrolling interest	17,225			17,225			—		(17,225		)	17,225
Total equity	1,821,284			1,574,494			308,966		(1,883,460		)	1,821,284
Total liabilities and equity	$	23,973,408		$	23,308,197		$	3,754,963	$	(45,953,846	)	$	5,082,722

Condensed Income Statement

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	2,795,916		$	49,619		$	320,720		$	(366,070	)	$	2,800,185
Costs and expenses
Cost of sales, excluding depreciation	2,439,388			63,970			308,695			(366,070		)	2,445,983
Operating expenses, excluding depreciation	(372		)	294,034			2,977			—			296,639
General and administrative expenses	28,697			6,851			(2,279		)	—			33,269
Depreciation and amortization expense	1,697			50,742			1,854			—			54,293
	2,469,410			415,597			311,247			(366,070		)	2,830,184
Income (loss) from operations	326,506			(365,978		)	9,473			—			(29,999		)
Other income (expense)
Equity in (loss) earnings of subsidiaries	(392,593		)	—			—			392,593			—
Change in fair value of catalyst lease	—			(2,885		)	—			—			(2,885		)
Interest expense, net	(32,341		)	(358		)	(572		)	—			(33,271		)
Net (loss) income before income taxes	(98,428		)	(369,221		)	8,901			392,593			(66,155		)
Income taxes expense	—			—			32,273			—			32,273
Net (loss) income	(98,428		)	(369,221		)	(23,372		)	392,593			(98,428		)
Less: net income attributable to noncontrolling interest	303			303			—			(303		)	303
Net (loss) income attributable to PBF Holding Company LLC	$	(98,731	)	$	(369,524	)	$	(23,372	)	$	392,896		$	(98,731	)
Comprehensive (loss) income attributable to PBF Holding Company LLC	$	(98,109	)	$	(369,524	)	$	(23,372	)	$	392,896		$	(98,109	)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	2,992,157		$	260,833		$	498,603		$	(756,457	)	$	2,995,136
Costs and expenses
Cost of sales, excluding depreciation	2,490,763			338,657			456,077			(756,457		)	2,529,040
Operating expenses, excluding depreciation	806			232,905			(334		)	—			233,377
General and administrative expenses	25,683			5,520			1,327			—			32,530
Gain on sale of assets	(182		)	—			(177		)	—			(359		)
Depreciation and amortization expense	3,042			42,763			454			—			46,259
	2,520,112			619,845			457,347			(756,457		)	2,840,847
Income (loss) from operations	472,045			(359,012		)	41,256			—			154,289
Other income (expense)
Equity in earnings (loss) of subsidiaries	(318,138		)	—			—			318,138			—
Change in fair value of catalyst lease	—			2,039			—			—			2,039
Interest expense, net	(18,651		)	(1,693		)	(728		)	—			(21,072		)
Net income (loss)	135,256			(358,666		)	40,528			318,138			135,256
Less: net income attributable to noncontrolling interest	—			—			—			—			—
Net (loss) income attributable to PBF Holding Company LLC	$	135,256		$	(358,666	)	$	40,528		$	318,138		$	135,256
Comprehensive (loss) income attributable to PBF Holding Company LLC	$	135,727		$	(358,666	)	$	40,528		$	318,138		$	135,727

Condensed Consolidating Statement of Cash Flow

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net (loss) income	$	(98,428	)	$	(369,221	)	$	(23,372	)	$	392,593		$	(98,428	)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	3,884			50,700			1,948			—			56,532
Stock-based compensation	—			2,621			—			—			2,621
Change in fair value of catalyst lease obligations	—			2,885			—			—			2,885
Deferred income taxes	—			—			31,487			—			31,487
Change in non-cash lower of cost or market inventory adjustment	(78,159		)	19,096			—			—			(59,063		)
Non-cash change in inventory repurchase obligations	—			35,147			—			—			35,147
Pension and other post retirement benefit costs	1,732			5,948			—			—			7,680
Equity in earnings of subsidiaries	392,593			—			—			(392,593		)	—
Changes in current assets and current liabilities:
Accounts receivable	(97,973		)	6,717			4,491			—			(86,765		)
Due to/from affiliates	(412,569		)	416,735			(3,420		)	—			746
Inventories	55,526			(28,387		)	(23,104		)	—			4,035
Prepaid expenses and other current assets	(6,227		)	(22,016		)	101			—			(28,142		)
Accounts payable	35,441			37,120			(577		)	982			72,966
Accrued expenses	(119		)	(3,661		)	21,947			—			18,167
Deferred revenue	(889		)	—			—			—			(889		)
Other assets and liabilities	(41		)	(3,511		)	1,352			—			(2,200		)
Net cash provided by (used in) operating activities	(205,229		)	150,173			10,853			982			(43,221		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(5,466		)	(37,260		)	(5		)	—			(42,731		)
Expenditures for deferred turnaround costs	—			(82,747		)	—			—			(82,747		)
Expenditures for other assets	—			(17,163		)	—			—			(17,163		)
Chalmette Acquisition working capital settlement	—			(2,659		)	—			—			(2,659		)
Net cash (used in) provided by investing activities	(5,466		)	(139,829		)	(5		)	—			(145,300		)
Cash flows from financing activities:
Distribution to members	(30,829		)	—			—			—			(30,829		)
Repayment of affiliate notes payable	(517		)	—			—			—			(517		)
Net cash used in financing activities	(31,346		)	—			—			—			(31,346		)
Net (decrease) increase in cash and cash equivalents	(242,041		)	10,344			10,848			982			(219,867		)
Cash and cash equivalents, beginning of period	882,820			6,236			28,968			(3,275		)	914,749
Cash and cash equivalents, end of period	$	640,779		$	16,580		$	39,816		$	(2,293	)	$	694,882

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	135,256		$	(358,666	)	$	40,528		$	318,138		$	135,256
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	4,823			42,789			670			—			48,282
Stock-based compensation	—			2,025			—			—			2,025
Change in fair value of catalyst lease obligations	—			(2,039		)	—			—			(2,039		)
Non-cash change in inventory repurchase obligations	—			66,509			—			—			66,509
Non-cash lower of cost of market inventory adjustment	(99,732		)	78,524			—			—			(21,208		)
Pension and other post retirement benefit costs	2,079			4,369			—			—			6,448
Gain on sale of assets	(182		)	—			(177		)	—			(359		)
Equity in earnings of subsidiaries	318,138			—			—			(318,138		)	—
Changes in current assets and current liabilities:
Accounts receivable	103,083			14,653			(7,652		)	—			110,084
Due to/from affiliates	(273,044		)	271,231			4,434			—			2,621
Inventories	87,991			(59,790		)	(29,208		)	—			(1,007		)
Prepaid expenses and other current assets	(7,284		)	1,199			—			—			(6,085		)
Accounts payable	3,449			(21,672		)	(4,834		)	863			(22,194		)
Accrued expenses	(179,401		)	19,491			(37,517		)	—			(197,427		)
Deferred revenue	4,859			—			—			—			4,859
Other assets and liabilities	320			(2,601		)	2			—			(2,279		)
Net cash provided by (used in) operating activities	100,355			56,022			(33,754		)	863			123,486
Cash flows from investing activities:
Expenditures for property, plant and equipment	(67,355		)	(33,392		)	—			—			(100,747		)
Expenditures for refinery turnarounds costs	—			(18,376		)	—			—			(18,376		)
Expenditures for other assets	—			(4,958		)	—			—			(4,958		)
Investment in subsidiaries	10,000			—			—			(10,000		)	—
Proceeds from sale of assets	41,597			—			36,021			—			77,618
Net cash provided by (used in) investing activities	(15,758		)	(56,726		)	36,021			(10,000		)	(46,463		)
Cash flows from financing activities:
Proceeds from members' capital contributions	—			—			(10,000		)	10,000			—
Proceeds from affiliate notes payable	30,000			—			—			—			30,000
Proceeds from Rail Facility revolver borrowings	—			—			23,425			—			23,425
Repayments of revolver borrowings	—			—			(22,774		)	—			(22,774		)
Deferred financing costs and other	759			—			—			—			759
Net cash provided by (used in) financing activities	30,759			—			(9,349		)	10,000			31,410
Net increase (decrease) in cash and cash equivalents	115,356			(704		)	(7,082		)	863			108,433
Cash and cash equivalents, beginning of period	185,381			704			34,334			(2,016		)	218,403
Cash and cash equivalents, end of period	$	300,737		$	—		$	27,252		$	(1,153	)	$	326,836