CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Tables)

3 Months Ended

Mar. 31, 2017

Condensed Financial Information of Subsidiary Disclosure [Abstract]

Condensed Consolidating Balance Sheet

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	March 31, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	134,312		$	36,705		$	46,528		$	—		$	217,545
Accounts receivable	577,601			6,863			23,927			—			608,391
Accounts receivable - affiliate	652			18,908			599			—			20,159
Affiliate note receivable	—			11,600			—			—			11,600
Inventories	1,877,091			—			208,867			—			2,085,958
Prepaid expense and other current assets	26,453			42,153			229			—			68,835
Due from related parties	25,381,354			22,185,000			5,190,264			(52,756,618		)	—
Total current assets	27,997,463			22,301,229			5,470,414			(52,756,618		)	3,012,488
Property, plant and equipment, net	31,859			2,472,462			241,056			—			2,745,377
Investment in subsidiaries	340,774			436,400			—			(777,174		)	—
Investment in equity method investee	—			—			180,056			—			180,056
Deferred charges and other assets, net	32,393			573,058			—			—			605,451
Total assets	$	28,402,489		$	25,783,149		$	5,891,526		$	(53,533,792	)	$	6,543,372
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	199,929		$	163,115		$	10,218		$	—		$	373,262
Accounts payable - affiliate	30,030			68			(95		)	—			30,003
Accrued expenses	1,286,243			145,614			168,223			—			1,600,080
Deferred revenue	1,326			1,412			13			—			2,751
Due to related parties	22,670,320			24,878,148			5,208,150			(52,756,618		)	—
Total current liabilities	24,187,848			25,188,357			5,386,509			(52,756,618		)	2,006,096
Long-term debt	1,498,238			48,503			32,945			—			1,579,686
Deferred tax liabilities	—			—			45,661			—			45,661
Other long-term liabilities	31,186			192,056			3,470			—			226,712
Total liabilities	25,717,272			25,428,916			5,468,585			(52,756,618		)	3,858,155
Commitments and contingencies
Equity:
Member’s equity	2,317,366			1,714,778			371,731			(2,086,509		)	2,317,366
Retained earnings / (Accumulated deficit)	380,866			(1,364,935		)	51,210			1,313,725			380,866
Accumulated other comprehensive (loss) income	(25,641		)	(8,236		)	—			8,236			(25,641		)
Total PBF Holding Company LLC equity	2,672,591			341,607			422,941			(764,548		)	2,672,591
Noncontrolling interest	12,626			12,626			—			(12,626		)	12,626
Total equity	2,685,217			354,233			422,941			(777,174		)	2,685,217
Total liabilities and equity	$	28,402,489		$	25,783,149		$	5,891,526		$	(53,533,792	)	$	6,543,372

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	December 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	530,085		$	56,717		$	41,366	$	(1,463	)	$	626,705
Accounts receivable	599,147			7,999			8,735		—			615,881
Accounts receivable - affiliate	2,432			4,504			695		—			7,631
Inventories	1,680,058			—			183,502		—			1,863,560
Prepaid expense and other current assets	27,443			12,933			160		—			40,536
Due from related parties	24,141,120			21,883,569			4,692,799		(50,717,488		)	—
Total current assets	26,980,285			21,965,722			4,927,257		(50,718,951		)	3,154,313
Property, plant and equipment, net	33,772			2,452,877			242,050		—			2,728,699
Investment in subsidiaries	705,034			440,377			—		(1,145,411		)	—
Investment in equity method investee	—			—			179,882		—			179,882
Deferred charges and other assets, net	12,317			491,673			13		—			504,003
Total assets	$	27,731,408		$	25,350,649		$	5,349,202	$	(51,864,362	)	$	6,566,897
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	360,260		$	157,277		$	14,291	$	(1,463	)	$	530,365
Accounts payable - affiliate	37,077			786			—		—			37,863
Accrued expenses	1,094,581			201,935			166,213		—			1,462,729
Deferred revenue	10,901			1,438			1		—			12,340
Due to related parties	22,027,065			24,031,520			4,658,903		(50,717,488		)	—
Total current liabilities	23,529,884			24,392,956			4,839,408		(50,718,951		)	2,043,297
Long-term debt	1,496,085			45,908			34,566		—			1,576,559
Affiliate notes payable	86,298			—			—		—			86,298
Deferred tax liabilities	—			—			45,699		—			45,699
Other long-term liabilities	30,208			192,204			3,699		—			226,111
Total liabilities	25,142,475			24,631,068			4,923,372		(50,718,951		)	3,977,964
Commitments and contingencies
Equity:
Member’s equity	2,155,863			1,714,997			374,067		(2,089,064		)	2,155,863
Retained earnings / (accumulated deficit)	446,519			(999,693		)	51,763		947,930			446,519
Accumulated other comprehensive (loss) income	(25,962		)	(8,236		)	—		8,236			(25,962		)
Total PBF Holding Company LLC equity	2,576,420			707,068			425,830		(1,132,898		)	2,576,420
Noncontrolling interest	12,513			12,513			—		(12,513		)	12,513
Total equity	2,588,933			719,581			425,830		(1,145,411		)	2,588,933
Total liabilities and equity	$	27,731,408		$	25,350,649		$	5,349,202	$	(51,864,362	)	$	6,566,897

Condensed Income Statement

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	4,725,779		$	625,769		$	529,905		$	(1,131,255	)	$	4,750,198
Costs and expenses
Cost of sales, excluding depreciation	4,360,620			497,774			524,615			(1,131,255		)	4,251,754
Operating expenses, excluding depreciation	(5		)	429,530			7,328			—			436,853
General and administrative expenses	33,695			7,165			(381		)	—			40,479
Equity (income) loss in investee	—			—			(3,599		)	—			(3,599		)
Loss on sale of assets	—			883			—			—			883
Depreciation and amortization expense	1,762			52,047			1,881			—			55,690
	4,396,072			987,399			529,844			(1,131,255		)	4,782,060
Income (loss) from operations	329,707			(361,630		)	61			—			(31,862		)
Other income (expenses)
Equity in earnings (loss) of subsidiaries	(365,129		)	(553		)	—			365,682			—
Change in fair value of catalyst leases	—			(2,588		)	—			—			(2,588		)
Interest expense, net	(30,118		)	(358		)	(180		)	—			(30,656		)
Income (loss) before income taxes	(65,540		)	(365,129		)	(119		)	365,682			(65,106		)
Income tax expense	—			—			434			—			434
Net income (loss)	(65,540		)	(365,129		)	(553		)	365,682			(65,540		)
Less: net income (loss) attributable to noncontrolling interests	113			113			—			(113		)	113
Net income (loss) attributable to PBF Holding Company LLC	$	(65,653	)	$	(365,242	)	$	(553	)	$	365,795		$	(65,653	)
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	(65,332	)	$	(365,242	)	$	(553	)	$	365,795		$	(65,332	)

13. CONDENSED 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 (expenses)
Equity in earnings (loss) of subsidiaries	(392,593		)	—			—			392,593			—
Change in fair value of catalyst leases	—			(2,885		)	—			—			(2,885		)
Interest expense, net	(32,341		)	(358		)	(572		)	—			(33,271		)
Income (loss) before income taxes	(98,428		)	(369,221		)	8,901			392,593			(66,155		)
Income tax expense	—			—			32,273			—			32,273
Net income (loss)	(98,428		)	(369,221		)	(23,372		)	392,593			(98,428		)
Less: net income attributable to noncontrolling interests	303			303			—			(303		)	303
Net income (loss) attributable to PBF Holding Company LLC	$	(98,731	)	$	(369,524	)	$	(23,372	)	$	392,896		$	(98,731	)
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	(98,109	)	$	(369,524	)	$	(23,372	)	$	392,896		$	(98,109	)

Condensed Consolidating Statement of Cash Flow

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	(65,540	)	$	(365,129	)	$	(553	)	$	365,682		$	(65,540	)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operations:
Depreciation and amortization	3,914			52,054			1,901			—			57,869
Stock-based compensation	—			5,345			—			—			5,345
Change in fair value of catalyst leases	—			2,588			—			—			2,588
Deferred income taxes	—			—			(38		)	—			(38		)
Non-cash lower of cost or market inventory adjustment	16,039			—			—			—			16,039
Non-cash change in inventory repurchase obligations	(23,124		)	—			—			—			(23,124		)
Pension and other post-retirement benefit costs	1,651			8,909			—			—			10,560
Undistributed earnings of equity method investee	—			—			(174		)	—			(174		)
Loss on sale of assets	—			883			—			—			883
Equity in earnings of subsidiaries	365,129			553			—			(365,682		)	—
Changes in operating assets and liabilities:
Accounts receivable	21,546			1,136			(15,192		)	—			7,490
Due to/from affiliates	(580,598		)	520,234			51,783			—			(8,581		)
Inventories	(213,072		)	—			(25,365		)	—			(238,437		)
Prepaid expenses and other current assets	992			(29,222		)	(69		)	—			(28,299		)
Accounts payable	(160,331		)	(25,872		)	(4,073		)	1,463			(188,813		)
Accrued expenses	196,138			(14,993		)	1,994			—			183,139
Deferred revenue	(9,575		)	(26		)	12			—			(9,589		)
Other assets and liabilities	(14,962		)	(7,752		)	(3,228		)	—			(25,942		)
Net cash (used in) provided by operations	(461,793		)	148,708			6,998			1,463			(304,624		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(527		)	(94,955		)	(194		)	—			(95,676		)
Expenditures for deferred turnaround costs	—			(64,371		)	—			—			(64,371		)
Expenditures for other assets	—			(14,847		)	—			—			(14,847		)
Net cash used in investing activities	(527		)	(174,173		)	(194		)	—			(174,894		)
Cash flows from financing activities:
Contributions from PBF LLC	72,000			—			—			—			72,000
Repayments of PBF Rail term loan	—			—			(1,642		)	—			(1,642		)
Proceeds from revolver borrowings	200,000			—			—			—			200,000
Repayment of revolver borrowings	(200,000		)	—			—			—			(200,000		)
Due to/from affiliates	(5,453		)	5,453			—			—			—
Net cash provided by (used in) financing activities	66,547			5,453			(1,642		)	—			70,358
Net (decrease) increase in cash and cash equivalents	(395,773		)	(20,012		)	5,162			1,463			(409,160		)
Cash and cash equivalents, beginning of period	530,085			56,717			41,366			(1,463		)	626,705
Cash and cash equivalents, end of period	$	134,312		$	36,705		$	46,528		$	—		$	217,545

13. CONDENSED 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 income (loss)	$	(98,428	)	$	(369,221	)	$	(23,372	)	$	392,593		$	(98,428	)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operations:
Depreciation and amortization	3,884			50,700			1,948			—			56,532
Stock-based compensation	—			2,621			—			—			2,621
Change in fair value of catalyst leases	—			2,885			—			—			2,885
Deferred income taxes	—			—			31,487			—			31,487
Non-cash change in inventory repurchase obligations	—			35,147			—			—			35,147
Non-cash lower of cost of market inventory adjustment	(78,159		)	19,096			—			—			(59,063		)
Pension and other post-retirement benefit costs	1,732			5,948			—			—			7,680
Equity in earnings of subsidiaries	392,593			—			—			(392,593		)	—
Changes in operating assets and 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 expense 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) operations	(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 investing activities	(5,466		)	(139,829		)	(5		)	—			(145,300		)
Cash flows from financing activities:
Distributions to members	(30,829		)	—			—			—			(30,829		)
Repayment of affiliate notes payable	(517		)	—			—			—			(517		)
Net cash used in financing activities	(31,346		)	—			—			—			(31,346		)
Net increase (decrease) 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