CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Tables)

9 Months Ended

Sep. 30, 2017

Condensed Financial Information of Subsidiary Disclosure [Abstract]

Condensed Consolidating Balance Sheet

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	September 30, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	200,136		$	9,124		$	32,485		$	—		$	241,745
Accounts receivable	718,960			9,781			46,166			—			774,907
Accounts receivable - affiliate	1,392			17,946			600			—			19,938
Affiliate notes receivable	—			11,600			—			—			11,600
Inventories	2,064,678			—			246,014			—			2,310,692
Prepaid expense and other current assets	23,245			21,194			—			—			44,439
Due from related parties	27,591,736			22,923,564			6,144,950			(56,660,250		)	—
Total current assets	30,600,147			22,993,209			6,470,215			(56,660,250		)	3,403,321
Property, plant and equipment, net	23,884			2,543,193			238,072			—			2,805,149
Investment in subsidiaries	—			429,035			—			(429,035		)	—
Investment in equity method investee	—			—			172,752			—			172,752
Deferred charges and other assets, net	27,934			773,447			34			—			801,415
Total assets	$	30,651,965		$	26,738,884		$	6,881,073		$	(57,089,285	)	$	7,182,637
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	310,158		$	112,773		$	18,552		$	—		$	441,483
Accounts payable - affiliate	34,815			1,327			(97		)	—			36,045
Accrued expenses	1,467,974			125,490			216,107			—			1,809,571
Deferred revenue	3,214			74			8			—			3,296
Due to related parties	23,949,841			26,558,885			6,151,524			(56,660,250		)	—
Notes payable	—			6,831			—			—			6,831
Total current liabilities	25,766,002			26,805,380			6,386,094			(56,660,250		)	2,297,226
Long-term debt	1,548,591			46,938			29,672			—			1,625,201
Deferred tax liabilities	—			—			46,340			—			46,340
Other long-term liabilities	27,906			181,293			4,145			—			213,344
Investment in subsidiaries	308,940			—			—			(308,940		)	—
Total liabilities	27,651,439			27,033,611			6,466,251			(56,969,190		)	4,182,111
Commitments and contingencies (Note 9)
Equity:
Member’s equity	2,352,772			1,723,480			357,332			(2,080,812		)	2,352,772
Retained earnings / (accumulated deficit)	659,891			(2,022,858		)	57,490			1,965,368			659,891
Accumulated other comprehensive loss	(25,024		)	(8,236		)	—			8,236			(25,024		)
Total PBF Holding Company LLC equity	2,987,639			(307,614		)	414,822			(107,208		)	2,987,639
Noncontrolling interest	12,887			12,887			—			(12,887		)	12,887
Total equity	3,000,526			(294,727		)	414,822			(120,095		)	3,000,526
Total liabilities and equity	$	30,651,965		$	26,738,884		$	6,881,073		$	(57,089,285	)	$	7,182,637

14. 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 (Note 9)
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	(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 September 30, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	5,410,245		$	223,582		$	536,386		$	(694,397	)	$	5,475,816
Cost and expenses:
Cost of products and other	4,483,164			85,031			538,011			(694,397		)	4,411,809
Operating expenses (excluding depreciation and amortization expense as reflected below)	289			380,951			8,351			—			389,591
Depreciation and amortization expense	—			68,419			1,919			—			70,338
Cost of sales	4,483,453			534,401			548,281			(694,397		)	4,871,738
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	49,880			4,959			(146		)	—			54,693
Depreciation and amortization expense	2,572			—			—			—			2,572
Equity income in investee	—			—			(3,799		)	—			(3,799		)
Loss on sale of assets	—			28			—			—			28
Total cost and expenses	4,535,905			539,388			544,336			(694,397		)	4,925,232
Income (loss) from operations	874,340			(315,806		)	(7,950		)	—			550,584
Other income (expenses):
Equity in earnings (loss) of subsidiaries	(319,568		)	2,467			—			317,101			—
Change in fair value of catalyst leases	—			473			—			—			473
Debt extinguishment costs	—			—			—			—			—
Interest expense, net	(28,692		)	(305		)	(272		)	—			(29,269		)
Income (loss) before income taxes	526,080			(313,171		)	(8,222		)	317,101			521,788
Income tax benefit	—			—			(4,292		)	—			(4,292		)
Net income (loss)	526,080			(313,171		)	(3,930		)	317,101			526,080
Less: net loss attributable to noncontrolling interests	(6		)	(6		)	—			6			(6		)
Net income (loss) attributable to PBF Holding Company LLC	$	526,086		$	(313,165	)	$	(3,930	)	$	317,095		$	526,086
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	526,373		$	(313,165	)	$	(3,930	)	$	317,095		$	526,373

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended September 30, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	4,488,925		$	441,554		$	345,215		$	(767,081	)	$	4,508,613
Cost and expenses:
Cost of products and other	3,914,018			428,587			328,734			(767,081		)	3,904,258
Operating expenses (excluding depreciation and amortization expense as reflected below)	25			385,761			18,259			—			404,045
Depreciation and amortization expense	—			47,471			3,865			—			51,336
Cost of sales	3,914,043			861,819			350,858			(767,081		)	4,359,639
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	34,820			4,312			780			—			39,912
Depreciation and amortization expense	1,342			—			—			—			1,342
Equity income in investee	—			—			(1,621		)	—			(1,621		)
Loss on sale of assets	2,418			73			5,668			—			8,159
Total cost and expenses	3,952,623			866,204			355,685			(767,081		)	4,407,431
Income (loss) from operations	536,302			(424,650		)	(10,470		)	—			101,182
Other income (expenses):
Equity in earnings (loss) of subsidiaries	(438,249		)	—			—			438,249			—
Change in fair value of catalyst leases	—			77			—			—			77
Interest expense, net	(32,982		)	(447		)	(467		)	—			(33,896		)
Income (loss) before income taxes	65,071			(425,020		)	(10,937		)	438,249			67,363
Income tax expense	—			—			2,291			—			2,291
Net income (loss)	65,071			(425,020		)	(13,228		)	438,249			65,072
Less: net income attributable to noncontrolling interests	45			45			—			(45		)	45
Net income (loss) attributable to PBF Holding Company LLC	$	65,026		$	(425,065	)	$	(13,228	)	$	438,294		$	65,027
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	65,452		$	(425,065	)	$	(13,228	)	$	438,294		$	65,453

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Nine Months Ended September 30, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	15,064,488		$	983,917		$	1,578,553		$	(2,387,693	)	$	15,239,265
Cost and expenses:
Cost of products and other	13,547,358			615,093			1,551,638			(2,387,693		)	13,326,396
Operating expenses (excluding depreciation and amortization expense as reflected below)	(42		)	1,200,370			24,686			—			1,225,014
Depreciation and amortization expense	—			175,543			5,695			—			181,238
Cost of sales	13,547,316			1,991,006			1,582,019			(2,387,693		)	14,732,648
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	112,418			18,410			(736		)	—			130,092
Depreciation and amortization expense	10,355			—			—			—			10,355
Equity income in investee	—			—			(11,218		)	—			(11,218		)
Loss on sale of assets	—			940			—			—			940
Total cost and expenses	13,670,089			2,010,356			1,570,065			(2,387,693		)	14,862,817
Income (loss) from operations	1,394,399			(1,026,439		)	8,488			—			376,448
Other income (expenses):
Equity in earnings (loss) of subsidiaries	(1,022,866		)	5,802			—			1,017,064			—
Change in fair value of catalyst leases				(1,011		)	—			—			(1,011		)
Debt extinguishment costs	(25,451		)	—			—			—			(25,451		)
Interest expense, net	(90,918		)	(1,143		)	(721		)	—			(92,782		)
Income (loss) before income taxes	255,164			(1,022,791		)	7,767			1,017,064			257,204
Income tax expense	—			—			2,040			—			2,040
Net income (loss)	255,164			(1,022,791		)	5,727			1,017,064			255,164
Less: net income attributable to noncontrolling interests	374			374			—			(374		)	374
Net income (loss) attributable to PBF Holding Company LLC	$	254,790		$	(1,023,165	)	$	5,727		$	1,017,438		$	254,790
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	255,728		$	(1,023,165	)	$	5,727		$	1,017,438		$	255,728

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Nine Months Ended September 30, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	11,119,301		$	586,336		$	1,005,656		$	(1,546,722	)	$	11,164,571
Cost and expenses:
Cost of products and other	9,653,945			532,040			995,726			(1,546,722		)	9,634,989
Operating expenses (excluding depreciation and amortization expense as reflected below)	(375		)	948,403			24,195			—			972,223
Depreciation and amortization expense	—			143,994			7,479			—			151,473
Cost of sales	9,653,570			1,624,437			1,027,400			(1,546,722		)	10,758,685
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	92,126			20,372			(1,226		)	—			111,272
Depreciation and amortization expense	4,417			—			—			—			4,417
Equity income in investee	—			—			(1,621		)	—			(1,621		)
Loss on sale of assets	2,418			97			8,866			—			11,381
Total cost and expenses	9,752,531			1,644,906			1,033,419			(1,546,722		)	10,884,134
Income (loss) from operations	1,366,770			(1,058,570		)	(27,763		)	—			280,437
Other income (expenses):
Equity in earnings (loss) of subsidiaries	(1,123,054		)	—			—			1,123,054			—
Change in fair value of catalyst leases	—			(4,556		)	—			—			(4,556		)
Interest expense, net	(95,568		)	(1,289		)	(1,589		)	—			(98,446		)
Income (loss) before income taxes	148,148			(1,064,415		)	(29,352		)	1,123,054			177,435
Income tax expense	—			—			29,287			—			29,287
Net income (loss)	148,148			(1,064,415		)	(58,639		)	1,123,054			148,148
Less: net income attributable to noncontrolling interests	438			438			—			(438		)	438
Net income (loss) attributable to PBF Holding Company LLC	$	147,710		$	(1,064,853	)	$	(58,639	)	$	1,123,492		$	147,710
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	149,173		$	(1,064,853	)	$	(58,639	)	$	1,123,492		$	149,173

Condensed Consolidating Statement of Cash Flow

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Nine Months Ended September 30, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	255,164		$	(1,022,791	)	$	5,727		$	1,017,064		$	255,164
Adjustments to reconcile net income (loss) to net cash (used in) provided by operations:
Depreciation and amortization	15,746			175,859			5,760			—			197,365
Stock-based compensation	—			13,549			—			—			13,549
Change in fair value of catalyst leases	—			1,011			—			—			1,011
Deferred income taxes	—			—			641			—			641
Non-cash lower of cost or market inventory adjustment	(97,943		)	—			—			—			(97,943		)
Non-cash change in inventory repurchase obligations	(26,659		)	—			—			—			(26,659		)
Debt extinguishment costs	25,451			—			—			—			25,451
Pension and other post-retirement benefit costs	4,956			26,726			—			—			31,682
(Income) from equity method investee				—			(11,218		)	—			(11,218		)
Distributions from equity method investee	—			—			16,897			—			16,897
Loss on sale of assets	—			940			—			—			940
Equity in earnings (loss) of subsidiaries	1,022,866			(5,802		)	—			(1,017,064		)	—
Changes in operating assets and liabilities:
Accounts receivable	(119,813		)	(1,782		)	(37,431		)	—			(159,026		)
Due to/from affiliates	(1,494,632		)	1,451,846			40,468			—			(2,318		)
Inventories	(286,677		)	—			(62,512		)	—			(349,189		)
Prepaid expense and other current assets	4,200			(8,467		)	160			—			(4,107		)
Accounts payable	(50,102		)	(58,691		)	4,261			1,463			(103,069		)
Accrued expenses	365,132			(13,352		)	49,894			—			401,674
Deferred revenue	(7,687		)	(1,364		)	7			—			(9,044		)
Other assets and liabilities	(14,472		)	(26,189		)	(16,726		)	—			(57,387		)
Net cash (used in) provided by operations	(404,470		)	531,493			(4,072		)	1,463			124,414
Cash flows from investing activities:
Expenditures for property, plant and equipment	(847		)	(210,076		)	(301		)	—			(211,224		)
Expenditures for deferred turnaround costs	—			(341,598		)	—			—			(341,598		)
Expenditures for other assets	—			(31,096		)	—			—			(31,096		)
Equity method investment - return of capital	—			—			451			—			451
Due to/from affiliates	(3,684		)	—			—			3,684			—
Net cash (used in) provided by investing activities	(4,531		)	(582,770		)	150			3,684			(583,467		)
Cash flows from financing activities:
Contributions from PBF LLC	97,000			—			—			—			97,000
Distribution to members	(39,315		)	—			—			—			(39,315		)
Proceeds from 2025 7.25% Senior Notes	725,000			—			—			—			725,000
Cash paid to extinguish 2020 8.25% Senior Secured Notes	(690,209		)	—			—			—			(690,209		)
Repayments of PBF Rail Term Loan	—			—			(4,959		)	—			(4,959		)
Proceeds from revolver borrowings	490,000			—			—			—			490,000
Repayments of revolver borrowings	(490,000		)	—			—			—			(490,000		)
Due to/from affiliates	—			3,684			—			(3,684		)	—
Deferred financing costs and other	(13,424		)	—			—			—			(13,424		)
Net cash provided by (used in) financing activities	79,052			3,684			(4,959		)	(3,684		)	74,093
Net decrease in cash and cash equivalents	(329,949		)	(47,593		)	(8,881		)	1,463			(384,960		)
Cash and cash equivalents, beginning of period	530,085			56,717			41,366			(1,463		)	626,705
Cash and cash equivalents, end of period	$	200,136		$	9,124		$	32,485		$	—		$	241,745

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Nine Months Ended September 30, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	148,148		$	(1,064,415	)	$	(58,639	)	$	1,123,054		$	148,148
Adjustments to reconcile net income (loss) to net cash (used in) provided by operations:
Depreciation and amortization	10,828			144,011			7,726			—			162,565
Stock-based compensation	—			12,658			—			—			12,658
Change in fair value of catalyst leases	—			4,556			—			—			4,556
Deferred income taxes	—			—			27,813			—			27,813
Non-cash lower of cost or market inventory adjustment	(320,833		)	—			—			—			(320,833		)
Non-cash change in inventory repurchase obligations	29,317			—			—			—			29,317
Pension and other post-retirement benefit costs	5,249			20,645			—			—			25,894
Equity income in investee	—			—			(1,621		)	—			(1,621		)
Loss on sale of assets	2,418			97			8,866			—			11,381
Equity in earnings of subsidiaries	1,123,054			—			—			(1,123,054		)	—
Changes in operating assets and liabilities:
Accounts receivable	(205,816		)	3,695			7,223			—			(194,898		)
Due to/from affiliates	(1,624,741		)	1,588,690			44,245			—			8,194
Inventories	56,792			—			(2,740		)	—			54,052
Prepaid expense and other current assets	(6,330		)	(11,768		)	(2,105		)	—			(20,203		)
Accounts payable	37,074			16,943			(5,126		)	1,406			50,297
Accrued expenses	661,974			(353,030		)	(897		)	—			308,047
Deferred revenue	6,559			—			1,470			—			8,029
Other assets and liabilities	(7,573		)	(14,210		)	(97		)	—			(21,880		)
Net cash (used in) provided by operations	(83,880		)	347,872			26,118			1,406			291,516
Cash flows from investing activities:
Acquisition of Torrance refinery and related logistic assets	(971,932		)	—			—			—			(971,932		)
Expenditures for property, plant and equipment	(16,244		)	(172,174		)	675			—			(187,743		)
Expenditures for deferred turnaround costs	—			(138,936		)	—			—			(138,936		)
Expenditures for other assets	—			(27,735		)	—			—			(27,735		)
Investment in subsidiaries	12,800			—			—			(12,800		)	—
Chalmette Acquisition working capital settlement	—			(2,659		)	—			—			(2,659		)
Proceeds from sale of assets	—			—			13,030			—			13,030
Net cash provided by (used in) investing activities	(975,376		)	(341,504		)	13,705			(12,800		)	(1,315,975		)
Cash flows from financing activities:
Proceeds from catalyst lease	—			7,927			—			—			7,927
Distributions to Parent	—			—			(12,800		)	12,800			—
Contributions from PBF LLC related to TVPC	175,000			—			—			—			175,000
Distributions to members	(92,503		)	—			—			—			(92,503		)
Proceeds from affiliate notes payable	635			—			—			—			635
Repayment of affiliate notes payable	(517		)	—			—			—			(517		)
Repayment of Rail Facility revolver borrowings	—			—			(11,457		)	—			(11,457		)
Proceeds from revolver borrowings	550,000			—			—			—			550,000
Net cash provided by (used in) financing activities	632,615			7,927			(24,257		)	12,800			629,085
Net (decrease) increase in cash and cash equivalents	(426,641		)	14,295			15,566			1,406			(395,374		)
Cash and cash equivalents, beginning of period	882,820			6,236			28,968			(3,275		)	914,749
Cash and cash equivalents, end of period	$	456,179		$	20,531		$	44,534		$	(1,869	)	$	519,375