Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 12, 2016 | |
Entity Information [Line Items] | ||
Entity Registrant Name | PBF HOLDING CO LLC | |
Entity Central Index Key | 1,566,011 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 0 | |
PBF Finance Corporation [Member] | ||
Entity Information [Line Items] | ||
Entity Registrant Name | PBF FINANCE CORPORATION | |
Entity Central Index Key | 1,566,097 | |
Entity Common Stock, Shares Outstanding | 100 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 1,310,230 | $ 914,749 | $ 435,574 | $ 218,403 |
Accounts receivable | 645,404 | 454,759 | ||
Accounts receivable - affiliate | 3,850 | 3,438 | ||
Inventories | 1,308,536 | 1,174,272 | ||
Prepaid expense and other current assets | 50,123 | 33,701 | ||
Total current assets | 3,318,143 | 2,580,919 | ||
Property, plant and equipment, net | 2,262,027 | 2,211,090 | ||
Deferred charges and other assets, net | 370,429 | 290,713 | ||
Total assets | 5,950,599 | 5,082,722 | ||
Current liabilities: | ||||
Accounts payable | 373,485 | 314,843 | ||
Accounts payable - affiliate | 21,904 | 23,949 | ||
Accrued expenses | 1,303,771 | 1,117,435 | ||
Deferred tax liabilities | 26,888 | 0 | ||
Deferred revenue | 7,810 | 4,043 | ||
Total current liabilities | 1,733,858 | 1,460,270 | ||
Delaware Economic Development Authority loan | 4,000 | 4,000 | ||
Long-term debt | 1,788,870 | 1,236,720 | ||
Affiliate notes payable | 470,165 | 470,047 | ||
Deferred tax liabilities | 25,721 | 20,577 | ||
Other long-term liabilities | 78,564 | 69,824 | ||
Total liabilities | 4,101,178 | 3,261,438 | ||
Commitments and contingencies | ||||
Equity: | ||||
Member's equity | 1,489,892 | 1,479,175 | ||
Retained earnings | 370,616 | 349,654 | ||
Accumulated other comprehensive loss | (23,733) | (24,770) | ||
Total PBF Holding Company LLC equity | 1,836,775 | 1,804,059 | ||
Noncontrolling interest | 12,646 | 17,225 | ||
Total equity | 1,849,421 | 1,821,284 | ||
Total liabilities and equity | $ 5,950,599 | $ 5,082,722 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | $ 3,855,773 | $ 3,550,664 | $ 6,655,958 | $ 6,545,800 |
Costs and expenses: | ||||
Cost of sales, excluding depreciation | 3,284,748 | 3,026,975 | 5,730,731 | 5,556,015 |
Operating expenses, excluding depreciation | 271,539 | 192,150 | 568,178 | 425,527 |
General and administrative expenses | 38,091 | 35,783 | 71,360 | 68,313 |
Loss (gain) on sale of assets | 3,222 | (632) | 3,222 | (991) |
Depreciation and amortization expense | 48,919 | 47,015 | 103,212 | 93,274 |
Total cost and expenses | 3,646,519 | 3,301,291 | 6,476,703 | 6,142,138 |
Income from operations | 209,254 | 249,373 | 179,255 | 403,662 |
Other (expenses) income | ||||
Change in fair value of catalyst leases | (1,748) | 1,949 | (4,633) | 3,988 |
Interest expense, net | (31,279) | (22,955) | (64,550) | (44,027) |
Income before income taxes | 176,227 | 228,367 | 110,072 | 363,623 |
Income tax expense (benefit) | (5,277) | 0 | 26,996 | 0 |
Net income | 181,504 | 228,367 | 83,076 | 363,623 |
Less: net income attributable to noncontrolling interests | (90) | 0 | (393) | 0 |
Net income attributable to PBF Holding Company LLC | $ 181,414 | $ 228,367 | $ 82,683 | $ 363,623 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net income | $ 181,504 | $ 228,367 | $ 83,076 | $ 363,623 |
Other comprehensive income: | ||||
Unrealized gain (loss) on available for sale securities | 99 | (75) | 405 | (4) |
Net gain on pension and other postretirement benefits | 316 | 400 | 632 | 800 |
Total other comprehensive income | 415 | 325 | 1,037 | 796 |
Comprehensive income | 181,919 | 228,692 | 84,113 | 364,419 |
Less: comprehensive income attributable to noncontrolling interests | 90 | 0 | 393 | 0 |
Comprehensive income attributable to PBF Holding Company LLC | $ 181,829 | $ 228,692 | $ 83,720 | $ 364,419 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Net income | $ 83,076 | $ 363,623 |
Adjustments to reconcile net income to net cash provided by operations: | ||
Depreciation and amortization | 107,945 | 97,378 |
Stock-based compensation | 9,999 | 3,781 |
Change in fair value of catalyst lease obligations | 4,633 | (3,988) |
Deferred income taxes | 27,060 | 0 |
Change in non-cash lower of cost or market inventory adjustment | (216,843) | (127,166) |
Non-cash change in inventory repurchase obligations | 26,172 | 89,203 |
Pension and other post retirement benefit costs | 15,355 | 12,893 |
Loss (gain) on sale of assets | 3,222 | (991) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (190,645) | 11,042 |
Due to/from affiliates | (2,457) | 10,095 |
Inventories | 82,579 | (84,619) |
Prepaid expense and other current assets | (16,422) | 3,874 |
Accounts payable | 58,642 | 18,534 |
Accrued expenses | 164,247 | (99,392) |
Deferred revenue | 3,767 | 5,991 |
Other assets and liabilities | (12,522) | (4,954) |
Net cash provided by operations | 147,808 | 295,304 |
Cash flows from investing activities: | ||
Expenditures for property, plant and equipment | (110,035) | (224,046) |
Expenditures for deferred turnaround costs | (106,649) | (22,918) |
Expenditures for other assets | (21,325) | (5,424) |
Chalmette Acquisition working capital settlement | (2,659) | 0 |
Proceeds from sale of assets | 6,860 | 138,131 |
Net cash used in investing activities | (233,808) | (114,257) |
Cash flows from financing activities: | ||
Distributions to members | (61,667) | 0 |
Proceeds from affiliate notes payable | 635 | 30,000 |
Repayment of affiliate notes payable | (517) | 0 |
Proceeds from Rail Facility revolver borrowings | 0 | 70,750 |
Repayments of Rail Facility revolver borrowings | (6,970) | (64,626) |
Proceeds from revolver borrowings | 550,000 | 0 |
Net cash provided by financing activities | 481,481 | 36,124 |
Net increase in cash and cash equivalents | 395,481 | 217,171 |
Cash and equivalents, beginning of period | 914,749 | 218,403 |
Cash and equivalents, end of period | 1,310,230 | 435,574 |
Non-cash activities: | ||
Accrued distributions | 0 | 146,585 |
Distribution of assets to PBF Energy Company LLC | 0 | 15,975 |
Accrued construction in progress and unpaid fixed assets | $ 8,149 | $ 21,367 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business PBF Holding Company LLC ("PBF Holding" or the "Company"), a Delaware limited liability company, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC ("PBF LLC"). PBF Energy Inc. ("PBF Energy") is the sole managing member of, and owner of an equity interest representing approximately 95.2% of the outstanding economic interest in, PBF LLC as of June 30, 2016 . PBF Finance Corporation ("PBF Finance") is a wholly-owned subsidiary of PBF Holding. Delaware City Refining Company LLC ("Delaware City Refining" or "DCR"), PBF Power Marketing LLC, PBF Energy Limited, Paulsboro Refining Company LLC ("Paulsboro Refining"), Paulsboro Natural Gas Pipeline Company LLC, Toledo Refining Company LLC ("Toledo Refining" or "TRC"), Chalmette Refining, L.L.C. ("Chalmette Refining") and MOEM Pipeline LLC are PBF LLC's principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. In addition, PBF LLC, through Chalmette Refining, holds an 80% interest in and consolidates Collins Pipeline Company and T&M Terminal Company. Collectively, PBF Holding and its consolidated subsidiaries are referred to hereinafter as the "Company". On May 14, 2014, PBF Logistics LP ("PBFX"), a Delaware master limited partnership, completed its initial public offering (the "PBFX Offering") of 15,812,500 common units. Subsequent to the PBFX Offering, PBF Holding and PBF LLC entered into a series of drop-down transactions with PBFX. During 2014, PBF Holding distributed to PBF LLC all of the equity interests of certain of its wholly-owned subsidiaries, whose assets consist of a heavy crude oil rail unloading facility (also, capable of unloading light crude oil) at the Delaware City refinery (the "DCR West Rack") and a tank farm and related facilities located at our Toledo refinery, including a propane storage and loading facility (the "Toledo Storage Facility"), which were subsequently acquired by PBFX. In addition, on May 14, 2015, PBF Holding distributed to PBF LLC, which subsequently contributed to PBFX, all of the issued and outstanding limited liability company interests of Delaware Pipeline Company LLC and Delaware City Logistics Company LLC, whose assets consist of a product pipeline, truck rack and related facilities located at our Delaware City refinery (collectively referred to as the “Delaware City Products Pipeline and Truck Rack”). Refer to Note 8 "Related Party Transactions" of our Notes to Condensed Consolidated Financial Statements for further information on agreements entered into with PBFX. Substantially all of the Company’s operations are in the United States. As of June 30, 2016 , the Company’s four oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and have been aggregated to form one reportable segment. To generate earnings and cash flows from operations, the Company is primarily dependent upon processing crude oil and selling refined petroleum products at margins sufficient to cover fixed and variable costs and other expenses. Crude oil and refined petroleum products are commodities; and factors largely out of the Company’s control can cause prices to vary over time. The potential margin volatility can have a material effect on the Company’s financial position, earnings and cash flow. Basis of Presentation The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2015 of PBF Holding Company LLC and PBF Finance Corporation. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year. Noncontrolling Interest Subsequent to the Chalmette Acquisition (as defined below), PBF Holding recorded noncontrolling interest in two subsidiaries of Chalmette refinery. PBF Holding, through Chalmette Refining, owns an 80% ownership interest in both Collins Pipeline Company and T&M Terminal Company. The Company recorded aggregate earnings related to the noncontrolling interest in these subsidiaries of $90 and $393 for the three and six months ended June 30, 2016 , respectively. Prior Period Correction During the quarter ended March 31, 2016, the Company recorded an out-of-period adjustment increasing deferred income tax liabilities and income tax expense by $30,481 as described in Note 6, Income Taxes. The Company has considered existing guidance in evaluating whether a restatement of prior financial statements is required as a result of these misstatements. The Company has quantitatively and qualitatively assessed the materiality of the errors and concluded that this correction did not have a material impact on the financial statements as of and for the three months ended March 31, 2016 nor as of and for the six months ended June 30, 2016 and the errors were not material to the prior period financial statements, and accordingly, the Company has not restated any prior period amounts. Recently Adopted Accounting Guidance Effective January 1, 2016, the Company adopted Accounting Standard Update ("ASU") No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis" ("ASU 2015-02"), which changed existing consolidation requirements associated with the analysis a reporting entity must perform to determine whether it should consolidate certain types of legal entities, including limited partnerships and variable interest entities. The Company’s adoption of this guidance did not impact our consolidated financial statements. Effective January 1, 2016, the Company adopted ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"), which requires (i) that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, (ii) that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date, (iii) that an entity present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The adoption of this guidance did not materially affect any of the Company's financial statements or related disclosures. Recent Accounting Pronouncements In August 2015, the Financial Accounting Standards Board ("FASB") issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date of ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) for all entities by one year. The guidance in ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. Under ASU 2015-14, this guidance becomes effective for interim and annual periods beginning after December 15, 2017 and permits the use of either the retrospective or cumulative effect transition method. Under ASU 2015-14, early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. Under ASU 2015-17, this guidance becomes effective for annual periods beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016 and interim periods within those years with early adoption permitted as of the beginning of an annual or interim period after the issuance of the ASU. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”), which amends how entities measure equity investments that do not result in consolidation and are not accounted for under the equity method and how they present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. ASU 2016-01 also changes certain disclosure requirements and other aspects of current GAAP but does not change the guidance for classifying and measuring investments in debt securities and loans. Under ASU 2016-01, this guidance becomes effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted in certain circumstances. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), to increase the transparency and comparability about leases among entities. The new guidance requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments No. 2016-06 March 2016 a consensus of the FASB Emerging Issues Task Force” (“ASU 2016-06”), to increase consistency in practice in applying guidance on determining if an embedded derivative is clearly and closely related to the economic characteristics of the host contract, specifically for assessing whether call (put) options that can accelerate the repayment of principal on a debt instrument meet the clearly and closely related criterion. The guidance in ASU 2016-06 applies to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. ASU 2016-06 is effective for interim and annual periods beginning after December 15, 2016, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”) which is intended to simplify certain aspects of the accounting for share-based payments to employees. The guidance in ASU 2016-09 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled rather than recording excess tax benefits or deficiencies in additional paid-in capital. The guidance in ASU 2016-09 also allows an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. ASU 2016-09 also contains additional guidance for nonpublic entities that do not apply to the Company. ASU 2016-09 is effective for interim and annual periods beginning after December 15, 2016, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) which requires credit losses on available-for-sale debt securities to be presented as an allowance rather than as a write-down. This approach is an improvement to current GAAP because an entity will be able to record reversals of credit losses (in situations in which the estimate of credit losses declines) in current period net income, which in turn should align the income statement recognition of credit losses with the reporting period in which changes occur. Current GAAP prohibits reflecting those improvements in current period earnings. ASU 2016-13 is effective for interim and annual periods beginning after December 15, 2019, and requires a modified retrospective approach to adoption. Early adoption is permitted for interim and annual periods beginning after December 15, 2018. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Chalmette Acquisition On November 1, 2015, the Company acquired from ExxonMobil, Mobil Pipe Line Company and PDV Chalmette, L.L.C., 100% of the ownership interests of Chalmette Refining, which owns the Chalmette refinery and related logistics assets (collectively, the “Chalmette Acquisition”). The Chalmette refinery, located outside of New Orleans, Louisiana, is a dual-train coking refinery and is capable of processing both light and heavy crude oil. Subsequent to the closing of the Chalmette Acquisition, Chalmette Refining is a wholly-owned subsidiary of PBF Holding. Chalmette Refining is strategically positioned on the Gulf Coast with logistics connectivity that offers flexible raw material sourcing and product distribution opportunities, including the potential to export products and provides geographic diversification into PADD 3. Chalmette Refining owns 100% of the MOEM Pipeline, providing access to the Empire Terminal, as well as the CAM Connection Pipeline, providing access to the Louisiana Offshore Oil Port facility through a third party pipeline. Chalmette Refining also owns 80% of each of the Collins Pipeline Company and T&M Terminal Company, both located in Collins, Mississippi, which provide a clean products outlet for the refinery to the Plantation and Colonial Pipelines. Also included in the acquisition are a marine terminal capable of importing waterborne feedstocks and loading or unloading finished products; a clean products truck rack which provides access to local markets; and a crude and product storage facility. The aggregate purchase price for the Chalmette Acquisition was $322,000 in cash, plus inventory and final working capital of $245,963 . As described below, the valuation of the working capital was finalized in the first quarter of 2016. The transaction was financed through a combination of cash on hand and borrowings under the Company’s asset based revolving credit agreement (the "Revolving Loan"). The Company accounted for the Chalmette Acquisition as a business combination under GAAP whereby we recognize assets acquired and liabilities assumed in an acquisition at their estimated fair values as of the date of acquisition. Any excess consideration transferred over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. The final purchase price and fair value allocation were completed as of March 31, 2016. During the measurement period, which ended in March 2016, adjustments were made to the Company's preliminary fair value estimates related primarily to inventories and accounts payable. The following table summarizes the final amounts recognized for assets acquired and liabilities assumed as of the acquisition date. The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows: Purchase Price Net cash $ 587,005 Cash acquired (19,042 ) Total consideration $ 567,963 Fair Value Allocation Accounts receivable $ 1,126 Inventories 271,434 Prepaid expenses and other current assets 913 Property, plant and equipment 356,961 Deferred charges and other assets 8,312 Accounts payable (4,870 ) Accrued expenses (28,371 ) Deferred tax liability (25,721 ) Noncontrolling interests (11,821 ) Fair value of net assets acquired $ 567,963 In addition, in connection with the acquisition of Chalmette Refining, the Company acquired Collins Pipeline Company and T&M Terminal Company, which are both C-corporations for tax purposes. As a result, the Company recognized a deferred tax liability of $25,721 attributable to the book and tax basis difference in the C-corporation assets, which had a corresponding impact on noncontrolling interests of $5,144 . The Company’s consolidated financial statements for the three and six months ended June 30, 2016 include the results of operations of the Chalmette refinery whereas the same periods in 2015 do not include the results of operations of the Chalmette refinery. On an unaudited pro forma basis, the revenues and net income of the Company assuming the acquisition had occurred on January 1, 2014, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2014, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense related to the acquisition and interest expense associated with the financing of the Chalmette Acquisition. (Unaudited) Six Months Ended June 30, 2015 Pro forma revenues $ 8,831,441 Pro forma net income attributable to PBF Holding Company LLC $ 435,593 The unaudited amount of revenues and net income above have been calculated after conforming Chalmette Refining's accounting policies to those of the Company and certain one-time adjustments. Acquisition Expenses The Company incurred acquisition related costs consisting primarily of consulting and legal expenses related to the Chalmette Acquisition, the Torrance Acquisition (as defined in "Note 13 - Subsequent Events"), and other pending and non-consummated acquisitions of $2,410 and $7,134 in the three and six months ended June 30, 2016 , respectively. In the three and six months ended June 30, 2015 , the Company incurred acquisition related costs of $129 and $679 respectively. These costs are included in the condensed consolidated statement of operations in General and administrative expenses. Cash Held for Torrance Acquisition At June 30, 2016, the Company's Cash and cash equivalents included $ 998,542 that was held to fund the Torrance Acquisition that closed on July 1, 2016. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: June 30, 2016 Titled Inventory Inventory Supply and Intermediation Arrangements Total Crude oil and feedstocks $ 1,034,615 $ — $ 1,034,615 Refined products and blendstocks 739,813 371,013 1,110,826 Warehouse stock and other 63,588 — 63,588 $ 1,838,016 $ 371,013 $ 2,209,029 Lower of cost or market reserve (765,620 ) (134,873 ) (900,493 ) Total inventories $ 1,072,396 $ 236,140 $ 1,308,536 December 31, 2015 Titled Inventory Inventory Supply and Intermediation Arrangements Total Crude oil and feedstocks $ 1,137,605 $ — $ 1,137,605 Refined products and blendstocks 687,389 411,357 1,098,746 Warehouse stock and other 55,257 — 55,257 $ 1,880,251 $ 411,357 $ 2,291,608 Lower of cost or market reserve (966,564 ) (150,772 ) (1,117,336 ) Total inventories $ 913,687 $ 260,585 $ 1,174,272 Inventory under inventory supply and intermediation arrangements included certain crude oil stored at the Company’s Delaware City refinery's storage facilities that the Company was obligated to purchase as it was consumed in connection with its Crude Supply Agreement that expired on December 31, 2015; and light finished products sold to counterparties in connection with the A&R Intermediation Agreements and stored in the Paulsboro and Delaware City refineries' storage facilities. Due to the lower crude oil and refined product pricing environment beginning at the end of 2014 and continuing throughout 2015 and into 2016, the Company recorded adjustments to value its inventories to the lower of cost or market. During the three months ended June 30, 2016 , the Company recorded an adjustment to value its inventories to the lower of cost or market which increased both operating income and net income by $157,780 reflecting the net change in the lower of cost or market inventory reserve from $1,058,273 at March 31, 2016 to $900,493 at June 30, 2016 . During the six months ended June 30, 2016 , the Company recorded an adjustment to value its inventories to the lower of cost or market which increased operating income and net income by $216,843 reflecting the net change in the lower of cost or market inventory reserve from $1,117,336 at December 31, 2015 to $900,493 at June 30, 2016 . During the three months ended June 30, 2015 , the Company recorded an adjustment to value its inventories to the lower of cost or market which increased operating income and net income by $105,958 reflecting the net change in the lower of cost or market inventory reserve from $668,902 at March 31, 2015 to $562,944 at June 30, 2015 . During the six months ended June 30, 2015 the Company recorded an adjustment to value its inventories to the lower of cost or market which increased both operating income and net income by $127,166 reflecting the net change in the lower of cost or market inventory reserve from $690,110 at December 31, 2014 to $562,944 at June 30, 2015 . |
DEFERRED CHARGES AND OTHER ASSE
DEFERRED CHARGES AND OTHER ASSETS, NET | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DEFERRED CHARGES AND OTHER ASSETS, NET | DEFERRED CHARGES AND OTHER ASSETS, NET Deferred charges and other assets, net consisted of the following: June 30, December 31, Deferred turnaround costs, net $ 232,501 $ 177,236 Catalyst, net 90,444 77,725 Linefill 13,504 13,504 Restricted cash 1,500 1,500 Intangible assets, net 199 219 Other 32,281 20,529 Total deferred charges and other assets, net $ 370,429 $ 290,713 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following: June 30, December 31, Inventory-related accruals $ 764,093 $ 548,800 Inventory supply and intermediation arrangements 248,345 252,380 Accrued transportation costs 78,236 91,546 Excise and sales tax payable 47,577 34,129 Renewable energy credit obligations 42,753 19,472 Accrued interest 30,701 22,313 Accrued utilities 20,546 25,192 Customer deposits 19,654 20,395 Accrued salaries and benefits 15,604 61,011 Accrued construction in progress 7,200 7,400 Other 29,062 34,797 Total accrued expenses $ 1,303,771 $ 1,117,435 The Company has the obligation to repurchase certain intermediates and finished products that are held in the Company’s refinery storage tanks at the Delaware City and Paulsboro refineries in accordance with the A&R Intermediation Agreements with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. ("J. Aron"). As of June 30, 2016 and December 31, 2015 , a liability is recognized for the Inventory supply and intermediation arrangements and is recorded at market price for the J. Aron owned inventory held in the Company's storage tanks under the A&R Inventory Intermediation Agreements, with any change in the market price being recorded in cost of sales. The Company is subject to obligations to purchase Renewable Identification Numbers ("RINs") required to comply with the Renewable Fuels Standard. The Company's overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by the Environmental Protection Agency ("EPA"). To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid expenses and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES PBF Holding is a limited liability company treated as a "flow-through" entity for income tax purposes. Accordingly, there is generally no benefit or provision for federal or state income tax in the PBF Holding financial statements apart from the income tax attributable to two subsidiaries acquired in connection with the acquisition of Chalmette Refining in the fourth quarter of 2015 and its wholly-owned Canadian subsidiary, PBF Energy Limited ("PBF Ltd."). The two subsidiaries acquired in connection with the Chalmette Acquisition are treated as C-Corporations for income tax purposes. The two acquired subsidiaries incurred $366 and $1,164 of current income tax expense for the three and six months ended June 30, 2016 , respectively. For the three months ended June 30, 2016 , PBF Holding incurred a current tax benefit and deferred tax benefit in its income statement of $67 and $5,576 , respectively, attributable to PBF Ltd. For the six months ended June 30, 2016 , PBF Holding incurred a current tax benefit and deferred tax expense in its income statement of $79 and $25,911 , respectively, attributable to PBF Ltd. During the preparation of the financial statements for the first quarter of 2016, management determined that the deferred income tax liabilities for PBF Ltd. were understated for prior periods. As of and for the three months ended March 31, 2016, the Company incurred $30,602 of deferred tax expense and $121 of current tax expense relating to a correction of prior periods which increased the recorded deferred and current tax liabilities by $30,602 and $121 , respectively. This correction of prior periods did not impact the results for the second quarter of 2016. |
AFFILIATE NOTE PAYABLE
AFFILIATE NOTE PAYABLE | 6 Months Ended |
Jun. 30, 2016 | |
INTERCOMPANY NOTE PAYABLE [Abstract] | |
AFFILIATE NOTE PAYABLE | AFFILIATE NOTES PAYABLE As of June 30, 2016 , PBF Holding had outstanding notes payable with PBF Energy and PBF LLC for an aggregate principal amount of $470,165 ( $470,047 as of December 31, 2015 ). The notes have an interest rate of 2.5% and a five year term but may be prepaid in whole or in part at any time, at the option of PBF Holding, without penalty or premium. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Commercial Agreements PBF Holding entered into long-term, fee-based commercial agreements with PBFX. Under these agreements, PBFX provides various rail and truck terminaling and storage services to PBF Holding and PBF Holding has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes. The fees under each of these agreements are indexed for inflation and any increase in operating costs for providing such services to the Company. Prior to the PBFX Offering, the DCR Rail Terminal, Toledo Truck Terminal, the DCR West Rack and the Toledo Storage Facility and other assets contributed to PBFX subsequent to the PBFX Offering were owned, operated and maintained by PBF Holding. Therefore, PBF Holding did not previously pay a fee for the utilization of the facilities. On April 29, 2016, PBFX closed on the purchase of four refined product terminals located in the greater Philadelphia region (the "East Coast Terminals") from an affiliate of Plains All American Pipeline, L.P. (the "PBFX Plains Asset Purchase"). In connection with the PBFX Plains Asset Purchase, PBFX assumed certain commercial agreements that Plains All American Pipeline, L.P. had previously entered into with PBF Holding and subsequent to the PBFX Plains Asset Purchase on April 29, 2016, PBF Holding entered into additional commercial agreements with PBFX related to the East Coast Terminals. These agreements have initial terms ranging from approximately three months to one year and include: • tank lease agreements, under which PBFX provides tank lease services to PBF Holding at the East Coast Terminals, with fees ranging from $0.45 to $0.55 per barrel received into the tank, up to 448,000 barrels, and $0.30 to $0.351 for all additional barrels received in excess of that amount. Additionally, the lease agreements include ancillary fees for tank to tank transfers; and • terminaling service agreements, under which PBFX provides terminaling and other services to PBF Holding at the East Coast Terminals, with fees ranging from $0.10 to $1.25 per barrel based on services provided, with additional flat rate fees for certain unloading/loading activities at the terminal. The tank lease agreements contain minimum requirements for the amount of leased tank capacity contracted by PBF Holding. Additionally, the fees under each commercial agreement are indexed for inflation based on the changes in the U.S Consumer Price Index for All Urban Consumers (the “CPI-U”). Each of these commercial agreements also include automatic renewal options ranging from three months to one year terms, unless written notice is provided by either PBFX or PBF Holding thirty days prior to the end of the previous term. Below is a summary of the commercial agreements entered into during the years ended December 31, 2015 and 2014 with PBFX having initial terms ranging from seven to ten years and corresponding fees for the use of each of the assets (no such agreements were entered into in the six months ended June 30, 2016 other than in connection with the PBFX Plains Asset Purchase). Each of these commercial agreements contains minimum volume commitments. The fees under each commercial agreement are indexed for inflation and the agreements give PBF Holding the option to renew for two additional five year terms following the expiration of the initial term. • A rail terminaling services agreement with PBFX with an initial term of approximately seven years, under which PBFX provides terminaling services at the DCR Rail Terminal (the "DCR Terminaling Agreement"). Pursuant to the DCR Terminaling Agreement, and based on the change in the U.S. Producer Price Index (the “PPI”), effective January 1, 2016, the terminaling service fee was decreased to $2.014 per barrel up to the minimum throughput commitment and $0.503 per barrel for volumes that exceed the minimum throughput commitment; • A truck unloading and terminaling services agreement with PBFX, with an initial term of approximately seven years, under which PBFX provides terminaling services at the Toledo Truck Terminal (the "Toledo Terminaling Agreement"). Pursuant to the Toledo Terminaling Agreement, and based on the change in the PPI, effective January 1, 2016, the terminaling service fee was decreased to $1.007 per barrel; • A terminaling services agreement, with an initial term of approximately seven years, under which PBFX provides rail terminaling services to PBF Holding at the DCR West Rack (the "West Ladder Rack Terminaling Agreement"); • A storage and terminaling services agreement, with an initial term of ten years, under which PBFX provides storage and terminaling services to PBF Holding at the Toledo Storage Facility (the "Toledo Storage Facility Storage and Terminaling Agreement"). Additionally, the Toledo Storage Facility Storage and Terminaling Agreement contains minimum requirements for the amount of storage contracted by PBF Holding; • A pipeline service agreement with PBFX, with an initial term of approximately ten years, under which PBFX, through Delaware Pipeline Company (“DPC”), provides pipeline services to PBF Holding at the Delaware City Products Pipeline (the "Delaware City Pipeline Services Agreement"); and • A truck loading service agreement with PBFX, with an initial term of approximately ten years, under which PBFX, through Delaware City Logistics Company LLC (“DCLC”), provides terminaling services to PBF Holding at the Delaware City Truck Rack (the "Delaware City Truck Loading Agreement"). Other Agreements In addition to the commercial agreements described above, PBF Holding also entered into an omnibus agreement with PBFX, PBF GP and PBF LLC, which addresses the payment of an annual fee, in the amount of $2,350 per year, for the provision of various general and administrative services, among other matters (as amended from time to time, the "Omnibus Agreement"). PBF Holding and certain of its subsidiaries entered into an operation and management services and secondment agreement with PBFX under which PBFX reimburses PBF Holding for the provision of certain operational services to PBFX in support of its operations, including operational services performed by certain of PBF Holding's field-level employees (as amended from time to time, the "Services Agreement"). Summary of Transactions A summary of revenue and expense transactions with our affiliates is as follows: Three Months Ended Six Months Ended 2016 2015 2016 2015 Revenues under affiliate agreements: Omnibus Agreement $ 1,415 $ 1,234 $ 2,259 $ 2,470 Services Agreement 1,121 1,134 2,243 2,290 Total expenses under commercial agreements 37,965 34,868 74,514 67,713 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Environmental Matters The Company’s refineries are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and the compositions of fuels. Compliance with existing and anticipated laws and regulations can increase the overall cost of operating the refineries, including remediation, operating costs and capital costs to construct, maintain and upgrade equipment and facilities. In connection with the Paulsboro refinery acquisition, the Company assumed certain environmental remediation obligations. The environmental liability of $11,340 recorded as of June 30, 2016 ( $10,367 as of December 31, 2015 ) represents the present value of expected future costs discounted at a rate of 8.0% . The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities. As of June 30, 2016 and December 31, 2015 , this liability is self-guaranteed by the Company. In connection with the acquisition of the Delaware City assets, Valero Energy Corporation ("Valero") remains responsible for certain pre-acquisition environmental obligations up to $20,000 and the predecessor to Valero in ownership of the refinery retains other historical obligations. In connection with the acquisition of the Delaware City assets and the Paulsboro refinery, the Company and Valero purchased ten year, $75,000 environmental insurance policies to insure against unknown environmental liabilities at each site. In connection with the Toledo refinery acquisition, Sunoco, Inc. (R&M) ("Sunoco") remains responsible for environmental remediation for conditions that existed on the closing date for twenty years from March 1, 2011, subject to certain limitations. In connection with the acquisition of the Chalmette refinery, the Company obtained $3,936 in financial assurance (in the form of a surety bond) to cover estimated potential site remediation costs associated with an agreed to Administrative Order of Consent with the EPA. The estimated cost assumes remedial activities will continue for a minimum of thirty years. Further, in connection with the acquisition of the Chalmette refinery, the Company purchased a ten year, $100,000 environmental insurance policy to insure against unknown environmental liabilities at the refinery. In 2010, New York State adopted a Low-Sulfur Heating Oil mandate that, beginning July 1, 2012, requires all heating oil sold in New York State to contain no more than 15 parts per million ("PPM") sulfur. Since July 1, 2012, other states in the Northeast market began requiring heating oil sold in their state to contain no more than 15 PPM sulfur. Currently, all of the Northeastern states and Washington DC have adopted sulfur controls on heating oil. Most of the Northeastern states will now require heating oil with 15 PPM or less sulfur by July 1, 2018 (except for Pennsylvania and Maryland - 500 ppm sulfur required). All of the heating oil the Company currently produces meets these specifications. The mandate and other requirements do not currently have a material impact on the Company's financial position, results of operations or cash flows. The EPA issued the final Tier 3 Gasoline standards on March 3, 2014 under the Clean Air Act. This final rule establishes more stringent vehicle emission standards and further reduces the sulfur content of gasoline starting in January of 2017. The new standard is set at 10 PPM sulfur in gasoline on an annual average basis starting January 1, 2017, with a credit trading program to provide compliance flexibility. The EPA responded to industry comments on the proposed rule and maintained the per gallon sulfur cap on gasoline at the existing 80 PPM cap. The standards set by the new rule are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. The EPA was required to release the final annual standards for the Reformulated Fuels Standard ("RFS") for 2014 no later than Nov 29, 2013 and for 2015 no later than Nov 29, 2014. The EPA did not meet these requirements but did release proposed standards for 2014. The EPA did not finalize this proposal in 2014. The EPA published the final 2014-2016 Renewable standards late in 2015. The EPA essentially set the standards for 2014 and 2015 at the estimated actual renewable fuel used in each year given they were for the most part regulating activities that had already occurred. In setting the 2016 standards the EPA recognized the E10 blend wall and used the general waiver authority to set the 2016 renewable fuel requirement lower than the original requirements stated in the Energy Independence Security Act (EISA). These new standards are being challenged by both renewable fuel producers and obligated parties in legal actions. The courts are attempting to consolidate some of these challenges. It appears unlikely the courts will be able resolve these issues before EPA releases the final 2017 standards late in 2016 assuming they stay on schedule. The EPA did propose the 2017 standards in May of 2016 and raised the requirements above the 2016 standards. Numerous public interest groups have publicly indicated that they believe that the EPA is relying on perhaps somewhat aggressive expectations of E15 and E85 marketing in proposing the new standards. The EPA is receiving comments on the new proposal and is targeting to release the final rule by the end of November 2016 as required. The Company is currently evaluating the final standards and they may have a material impact on the Company's cost of compliance with RFS 2. The EPA published a Final Rule to the Clean Water Act ("CWA") Section 316(b) in August 2014 regarding cooling water intake structures, which includes requirements for petroleum refineries. The purpose of this rule is to prevent fish from being trapped against cooling water intake screens (impingement) and to prevent fish from being drawn through cooling water systems (entrainment). Facilities will be required to implement Best Technology Available (BTA) as soon as possible, but state agencies have the discretion to establish implementation time lines. The Company continues to evaluate the impact of this regulation, and at this time does not anticipate it having a material impact on the Company’s financial position, results of operations or cash flows. In addition, on December 1, 2015 the EPA finalized revisions to an existing air regulation concerning Maximum Achievable Control Technologies ("MACT") for Petroleum Refineries. The regulation requires additional continuous monitoring systems for eligible process safety valves relieving to atmosphere, minimum flare gas heat (Btu) content, and delayed coke drum vent controls to be installed by January 30, 2019. In addition, a program for ambient fence line monitoring for benzene will need to be implemented by January 30, 2018. The Company is currently evaluating the final standards to evaluate the impact of this regulation, and at this time does not anticipate it will have a material impact on the Company's financial position, results of operations or cash flows. In late 2015, the EPA initiated enforcement proceedings against companies it believes produced invalid RINs. The Company purchased RINs to satisfy a portion of its obligations under the Renewable Fuels Standard program for calendar year 2012 and had purchased some RINs the EPA considered invalid. The Company continues to purchase RINs to satisfy its obligations under the RFS program, and on April 11, 2016, the Company was notified by the EPA that the EPA’s records indicated that it used potentially invalid RINs generated by one of the companies. The EPA directed the Company to resubmit reports to remove the potentially invalid RINs and to replace the invalid RINs with valid RINs with the same D Code. The Company has retired the invalid RINs and on May 6, 2016, the counterparty who sold the RINs to the Company replaced the RINs. The counterparty has also agreed to indemnify the Company for certain penalties to the extent imposed by the EPA. On July 28, 2016, the Company and the EPA entered an Administrative Settlement Agreement to resolve the matter which requires the payment of a $ 250 penalty. The Company expects to be reimbursed by the counterparty for this penalty under the indemnification agreement. In any event, the penalty is not expected to have a material effect on its financial condition, results of operations or cash flows. The Company is also currently subject to certain other existing environmental claims and proceedings. The Company believes that there is only a remote possibility that future costs related to any of these other known contingent liability exposures would have a material impact on its financial position, results of operations or cash flows. PBF LLC Limited Liability Company Agreement The holders of limited liability company interests in PBF LLC, including PBF Energy, generally have to include for purposes of calculating their U.S. federal, state and local income taxes their share of any taxable income of PBF LLC, regardless of whether such holders receive cash distributions from PBF LLC. PBF Energy ultimately may not receive cash distributions from PBF LLC equal to its share of such taxable income or even equal to the actual tax due with respect to that income. For example, PBF LLC is required to include in taxable income PBF LLC’s allocable share of PBFX’s taxable income and gains (such share to be determined pursuant to the partnership agreement of PBFX), regardless of the amount of cash distributions received by PBF LLC from PBFX, and such taxable income and gains will flow-through to PBF Energy to the extent of its allocable share of the taxable income of PBF LLC. As a result, at certain times, the amount of cash otherwise ultimately available to PBF Energy on account of its indirect interest in PBFX may not be sufficient for PBF Energy to pay the amount of taxes it will owe on account of its indirect interests in PBFX. Taxable income of PBF LLC generally is allocated to the holders of PBF LLC units (including PBF Energy) pro-rata in accordance with their respective share of the net profits and net losses of PBF LLC. In general, PBF LLC is required to make periodic tax distributions to the members of PBF LLC, including PBF Energy, pro-rata in accordance with their respective percentage interests for such period (as determined under the amended and restated limited liability company agreement of PBF LLC), subject to available cash and applicable law and contractual restrictions (including pursuant to our debt instruments) and based on certain assumptions. Generally, these tax distributions are required to be in an amount equal to our estimate of the taxable income of PBF LLC for the year multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the nondeductibility of certain expenses). If, with respect to any given calendar year, the aggregate periodic tax distributions were less than the actual taxable income of PBF LLC multiplied by the assumed tax rate, PBF LLC is required to make a “true up” tax distribution, no later than March 15 of the following year, equal to such difference, subject to the available cash and borrowings of PBF LLC. PBF LLC obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX. Tax Receivable Agreement PBF Energy (the Company's indirect parent) entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B Unit holders (the “Tax Receivable Agreement”) that provides for the payment by PBF Energy to such persons of an amount equal to 85% of the amount of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) increases in tax basis, as described below, and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. For purposes of the Tax Receivable Agreement, the benefits deemed realized by PBF Energy will be computed by comparing the actual income tax liability of PBF Energy (calculated with certain assumptions) to the amount of such taxes that PBF Energy would have been required to pay had there been no increase to the tax basis of the assets of PBF LLC as a result of purchases or exchanges of PBF LLC Series A Units for shares of PBF Energy's Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless: (i) PBF Energy exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches any of its material obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in which case all obligations under the Tax Receivable Agreement will generally be accelerated and due as calculated under certain assumptions. The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of PBF LLC or the Company. In general, PBF Energy expects to obtain funding for these annual payments from PBF LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners. Such owners include PBF Energy, which holds a 95.2% interest in PBF LLC as of June 30, 2016 ( 95.1% as of December 31, 2015 ). PBF LLC obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 6 Months Ended |
Jun. 30, 2016 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following: Three Months Ended Six Months Ended Pension Benefits 2016 2015 2016 2015 Components of net periodic benefit cost: Service cost $ 7,339 $ 5,789 $ 14,679 $ 11,579 Interest cost 775 707 1,551 1,416 Expected return on plan assets (1,107 ) (829 ) (2,213 ) (1,659 ) Amortization of prior service costs 13 13 26 26 Amortization of loss 194 311 388 622 Net periodic benefit cost $ 7,214 $ 5,991 $ 14,431 $ 11,984 Three Months Ended Six Months Ended Post Retirement Medical Plan 2016 2015 2016 2015 Components of net periodic benefit cost: Service cost $ 219 $ 244 $ 439 $ 488 Interest cost 133 134 267 269 Amortization of prior service costs 109 76 218 152 Amortization of loss — — — — Net periodic benefit cost $ 461 $ 454 $ 924 $ 909 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The tables below present information about the Company's financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of June 30, 2016 and December 31, 2015 . We have elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. We have posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet. As of June 30, 2016 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Level 1 Level 2 Level 3 Assets: Money market funds $ 25,005 $ — $ — $ 25,005 N/A $ 25,005 Commodity contracts 17,039 23,098 493 40,630 (26,175 ) 14,455 Derivatives included with inventory intermediation agreement obligations — 9,338 — 9,338 — 9,338 Liabilities: Commodity contracts 21,690 4,485 — 26,175 (26,175 ) — Catalyst lease obligations — 36,436 — 36,436 — 36,436 As of December 31, 2015 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Level 1 Level 2 Level 3 Assets: Money market funds $ 631,280 $ — $ — $ 631,280 N/A $ 631,280 Commodity contracts 63,810 31,256 3,543 98,609 (52,482 ) 46,127 Derivatives included with inventory intermediation agreement obligations — 35,511 — 35,511 — 35,511 Liabilities: Commodity contracts 49,960 2,522 — 52,482 (52,482 ) — Catalyst lease obligations — 31,802 — 31,802 — 31,802 The valuation methods used to measure financial instruments at fair value are as follows: • Money market funds categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices and included within Cash and cash equivalents. • The commodity contracts categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted prices in an active market. The commodity contracts categorized in Level 2 of the fair value hierarchy are measured at fair value using a market approach based upon future commodity prices for similar instruments quoted in active markets. • The commodity contracts categorized in Level 3 of the fair value hierarchy consist of commodity price swap contracts that relate to forecasted purchases of crude oil for which quoted forward market prices are not readily available due to market illiquidity. The forward prices used to value these swaps were derived using broker quotes, prices from other third party sources and other available market based data. • The derivatives included with inventory supply arrangement obligations, derivatives included with inventory intermediation agreement obligations and the catalyst lease obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based upon commodity prices for similar instruments quoted in active markets. Non-qualified pension plan assets are measured at fair value using a market approach based on published net asset values of mutual funds as a practical expedient. As of June 30, 2016 and December 31, 2015 , $9,811 and $9,325 , respectively, were included within Deferred charges and other assets, net for these non-qualified pension plan assets. The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Balance at beginning of period $ 1,915 $ 9,678 $ 3,543 $ 1,521 Purchases — — — — Settlements (746 ) (10,111 ) (1,003 ) (11,311 ) Unrealized gain included in earnings (676 ) 2,338 (2,047 ) 11,695 Transfers into Level 3 — — — — Transfers out of Level 3 — — — — Balance at end of period $ 493 $ 1,905 $ 493 $ 1,905 There were no transfers between levels during the three and six months ended June 30, 2016 and 2015 , respectively. Fair value of debt The table below summarizes the fair value and carrying value of debt as of June 30, 2016 and December 31, 2015 . June 30, 2016 December 31, 2015 Carrying value Fair value Carrying value Fair value Senior Secured Notes due 2020 (a) $ 670,243 $ 704,783 $ 669,644 $ 706,246 Revolving Loan (b) 550,000 550,000 — — Senior Secured Notes due 2023 (a) 500,000 483,584 500,000 492,452 Rail Facility (b) 60,521 60,521 67,491 67,491 Catalyst leases (c) 36,436 36,436 31,802 31,802 1,817,200 1,835,324 1,268,937 1,297,991 Less - Current maturities — — — — Less - Unamortized deferred financing costs 28,330 n/a 32,217 n/a Long-term debt $ 1,788,870 $ 1,835,324 $ 1,236,720 $ 1,297,991 (a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the Senior Secured Notes. (b) The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates. (c) Catalyst leases are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option for accounting for its catalyst lease repurchase obligations as the Company's liability is directly impacted by the change in fair value of the underlying catalyst. |
DERIVATIVES
DERIVATIVES | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES The Company uses derivative instruments to mitigate certain exposures to commodity price risk. Prior to December 31, 2015, the Company’s crude supply agreement contained purchase obligations for certain volumes of crude oil and other feedstocks. In addition, the Company entered into Inventory Intermediation Agreements commencing in July 2013 that contain purchase obligations for certain volumes of intermediates and refined products. The purchase obligations related to crude oil, feedstocks, intermediates and refined products under these agreements are derivative instruments that have been designated as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value of these purchase obligation derivatives is based on market prices of the underlying crude oil and refined products. The level of activity for these derivatives is based on the level of operating inventories. As of June 30, 2016 , there were no barrels of crude oil and feedstocks ( no barrels at December 31, 2015 ) outstanding under these derivative instruments designated as fair value hedges and no barrels ( no barrels at December 31, 2015 ) outstanding under these derivative instruments not designated as hedges. As of June 30, 2016 , there were 3,300,487 barrels of intermediates and refined products ( 3,776,011 barrels at December 31, 2015 ) outstanding under these derivative instruments designated as fair value hedges and no barrels ( no barrels at December 31, 2015 ) outstanding under these derivative instruments not designated as hedges. These volumes represent the notional value of the contract. The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of June 30, 2016 , there were 30,486,500 barrels of crude oil and 5,857,000 barrels of refined products ( 39,577,000 and 4,599,136 , respectively, as of December 31, 2015 ), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts. The following tables provide information about the fair values of these derivative instruments as of June 30, 2016 and December 31, 2015 and the line items in the condensed consolidated balance sheet in which the fair values are reflected. Description Balance Sheet Location Fair Value Asset/(Liability) Derivatives designated as hedging instruments: June 30, 2016: Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 9,338 December 31, 2015: Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 35,511 Derivatives not designated as hedging instruments: June 30, 2016: Commodity contracts Accounts receivable $ 14,455 December 31, 2015: Commodity contracts Accounts receivable $ 46,127 The following table provides information about the gain or loss recognized in income on these derivative instruments and the line items in the condensed consolidated financial statements in which such gains and losses are reflected. Description Location of Gain or (Loss) Recognized in Income on Derivatives Gain or (Loss) Recognized in Income on Derivatives Derivatives designated as hedging instruments: For the three months ended June 30, 2016: Derivatives included with the inventory intermediation agreement obligations Cost of sales $ 8,973 For the three months ended June 30, 2015: Derivatives included with inventory supply arrangement obligations Cost of sales $ (1,808 ) Derivatives included with the inventory intermediation agreement obligations Cost of sales $ (20,888 ) For the six months ended June 30, 2016: Derivatives included with the inventory intermediation agreement obligations Cost of sales $ (26,172 ) For the six months ended June 30, 2015: Derivatives included with inventory supply arrangement obligations Cost of sales $ (4,629 ) Derivatives included with the inventory intermediation agreement obligations Cost of sales $ (84,574 ) Derivatives not designated as hedging instruments: For the three months ended June 30, 2016: Commodity contracts Cost of sales $ (19,134 ) For the three months ended June 30, 2015: Commodity contracts Cost of sales $ (3,969 ) For the six months ended June 30, 2016: Commodity contracts Cost of sales $ (39,087 ) For the six months ended June 30, 2015: Commodity contracts Cost of sales $ (45,097 ) Hedged items designated in fair value hedges: For the three months ended June 30, 2016: Intermediate and refined product inventory Cost of sales $ (8,973 ) For the three months ended June 30, 2015: Crude oil and feedstock inventory Cost of sales $ 1,808 Intermediate and refined product inventory Cost of sales $ 20,888 For the six months ended June 30, 2016: Intermediate and refined product inventory Cost of sales $ 26,172 For the six months ended June 30, 2015: Crude oil and feedstock inventory Cost of sales $ 4,629 Intermediate and refined product inventory Cost of sales $ 84,574 The Company had no ineffectiveness related to the Company's fair value hedges for the three and six months ended June 30, 2016 and 2015 . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Torrance Acquisition On July 1, 2016, the Company completed its acquisition of the Torrance refinery and related logistics assets (collectively, the "Torrance Acquisition") from ExxonMobil Oil Corporation and its subsidiary, Mobil Pacific Pipeline Company (together, the "Sellers"). The Torrance refinery, located in Torrance, California, is a high-conversion, delayed-coking refinery. The facility is strategically positioned in Southern California with advantaged logistics connectivity that offers flexible raw material sourcing and product distribution opportunities primarily in the California, Las Vegas and Phoenix area markets. In addition to refining assets, the transaction includes a number of high-quality logistics assets including a sophisticated network of crude and products pipelines, product distribution terminals and refinery crude and product storage facilities. The most significant of the logistics assets is a crude gathering and transportation system which delivers San Joaquin Valley crude oil directly from the field to the refinery. Additionally, included in the transaction are several pipelines which provide access to sources of crude oil including the Ports of Long Beach and Los Angeles, as well as clean product outlets with a direct pipeline supplying jet fuel to the Los Angeles airport. The refinery also has crude and product storage facilities. The purchase price for the assets was $537,500 , plus preliminary working capital of $460,934 , which is subject to final valuation within ninety days of closing. In addition, the Company assumed certain pre-existing environmental and regulatory emission credit obligations in connection with the Torrance Acquisition. The transaction was financed through a combination of cash on hand including proceeds from PBF Energy's October 2015 Equity Offering, the Company's 2023 Senior Secured Notes offering and borrowings under the Company’s Revolving Loan. A determination of the acquisition-date fair values of the assets acquired and the liabilities assumed and the working capital at closing calculation is pending the completion of an independent appraisal and other evaluations. The Torrance Acquisition provides the Company with a broader more diversified asset base and increases the number of operating refineries from four to five and the Company's combined crude oil throughput capacity. The acquisition also provides the Company with a presence in the attractive Petroleum Administration for Defense Districts ("PADD") 5 market. Rail Facility Revolving Credit Facility On July 15, 2016, the Rail Facility was amended to, among other things, extend the maturity from April 29, 2017 to October 31, 2017. The amendment also reduced the aggregate commitment to the amount outstanding, therefore, eliminating the commitment fee and requires the Company to repay $20,000 of the outstanding balance on or prior to January 1, 2017. Distributions On July 29, 2016, PBF Energy, PBF Holding's indirect parent, declared a dividend of $0.30 per share on its outstanding Class A common stock. The dividend is payable on August 23, 2016 to PBF Energy Class A common stockholders of record at the close of business on August 9, 2016. PBF Holding intends to make a distribution of approximately $30,839 to PBF LLC, which in turn will make pro-rata distributions to its members, including PBF Energy. PBF Energy will then use this distribution to fund the dividend payments to the stockholders of PBF Energy. Related Party On July 1, 2016, the Company entered into a consulting services agreement with Thomas D. O'Malley, the former Executive Chairman of the Company. Compensation for the services under the agreement will be $ 1,000 annually. The consulting services agreement expires on December 31, 2018. In addition, Mr. O'Malley will receive payments and benefits afforded to him under his Third Amended and Restated Employment Agreement in connection with his retirement. Torrance Valley Pipeline Company On August 11, 2016, PBF Energy announced that it had entered into a non-binding letter of intent whereby the Company would sell a 50% interest in the Torrance Valley Pipeline Company ("TVPC"), an indirect subsidiary of PBF Holding, to PBFX for total consideration of approximately $175,000 in cash. PBF Energy and PBFX currently anticipate executing definitive agreements within the next 30 days and closing the acquisition in the third quarter of 2016, subject to customary closing conditions. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Financial Information of Subsidiary Disclosure [Abstract] | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS | CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING As of June 30, 2016 , PBF Services Company, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Refining Company LLC, Chalmette Refining, L.L.C. and PBF Investments LLC are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the Senior Secured Notes. These guarantees are full and unconditional and joint and several. For purposes of the following footnote, PBF Holding is referred to as "Issuer." The indentures dated February 9, 2012 and November 24, 2015, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, governs subsidiaries designated as "Guarantor Subsidiaries." PBF Energy Limited, PBF Transportation Company LLC, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins Pipeline Company and T&M Terminal Company are consolidated subsidiaries of the Company that are not guarantors of the Senior Secured Notes. The Senior Secured Notes were co-issued by PBF Finance. For purposes of the following footnote, PBF Finance is referred to as “Co-Issuer.” The Co-Issuer has no independent assets or operations. The following supplemental combining and condensed consolidating financial information reflects the Issuer’s separate accounts, the combined accounts of the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, the combining and consolidating adjustments and eliminations and the Issuer’s consolidated accounts for the dates and periods indicated. For purposes of the following combining and consolidating information, the Issuer’s investment in its subsidiaries and the Guarantor subsidiaries' investments in their subsidiaries are accounted for under the equity method of accounting. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 1,257,959 $ 20,922 $ 32,694 $ (1,345 ) $ 1,310,230 Accounts receivable 621,054 4,973 19,377 — 645,404 Accounts receivable - affiliate 1,574 2,276 — — 3,850 Inventories 717,615 391,386 199,535 — 1,308,536 Prepaid expense and other current assets 28,498 21,437 188 — 50,123 Due from related parties 21,965,189 21,002,264 3,889,446 (46,856,899 ) — Total current assets 24,591,889 21,443,258 4,141,240 (46,858,244 ) 3,318,143 Property, plant and equipment, net 33,930 2,015,974 212,123 — 2,262,027 Investment in subsidiaries 1,051,658 118,982 — (1,170,640 ) — Deferred charges and other assets, net 28,613 340,316 1,500 — 370,429 Total assets $ 25,706,090 $ 23,918,530 $ 4,354,863 $ (48,028,884 ) $ 5,950,599 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 277,287 $ 88,947 $ 8,596 $ (1,345 ) $ 373,485 Accounts payable - affiliate 21,904 — — — 21,904 Accrued expenses 678,777 515,662 109,332 — 1,303,771 Deferred tax liability — — 26,888 — 26,888 Deferred revenue 7,810 — — — 7,810 Due to related parties 20,680,061 22,279,141 3,897,697 (46,856,899 ) — Total current liabilities 21,665,839 22,883,750 4,042,513 (46,858,244 ) 1,733,858 Delaware Economic Development Authority loan — 4,000 — — 4,000 Long-term debt 1,692,266 36,364 60,240 — 1,788,870 Affiliate notes payable 470,165 — — — 470,165 Deferred tax liability — — 25,721 — 25,721 Other long-term liabilities 28,399 50,165 — — 78,564 Total liabilities 23,856,669 22,974,279 4,128,474 (46,858,244 ) 4,101,178 Commitments and contingencies Equity: Member's equity 1,489,892 1,076,840 145,530 (1,222,370 ) 1,489,892 Retained earnings (accumulated deficit) 370,616 (136,999 ) 80,859 56,140 370,616 Accumulated other comprehensive (loss) income (23,733 ) (8,236 ) — 8,236 (23,733 ) Total PBF Holding Company LLC equity 1,836,775 931,605 226,389 (1,157,994 ) 1,836,775 Noncontrolling interest 12,646 12,646 — (12,646 ) 12,646 Total equity 1,849,421 944,251 226,389 (1,170,640 ) 1,849,421 Total liabilities and equity $ 25,706,090 $ 23,918,530 $ 4,354,863 $ (48,028,884 ) $ 5,950,599 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 CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 3,834,460 $ 95,163 $ 339,721 $ (413,571 ) $ 3,855,773 Costs and expenses Cost of sales, excluding depreciation 3,300,539 39,483 358,297 (413,571 ) 3,284,748 Operating expenses, excluding depreciation (28 ) 268,608 2,959 — 271,539 General and administrative expenses 28,609 9,209 273 — 38,091 Gain on sale of assets — 24 3,198 — 3,222 Depreciation and amortization expense 1,379 45,780 1,760 — 48,919 3,330,499 363,104 366,487 (413,571 ) 3,646,519 Income (loss) from operations 503,961 (267,941 ) (26,766 ) — 209,254 Other income (expense) Equity in (loss) earnings of subsidiaries (292,212 ) — — 292,212 — Change in fair value of catalyst lease — (1,748 ) — — (1,748 ) Interest expense, net (30,245 ) (484 ) (550 ) — (31,279 ) Net income (loss) before income taxes 181,504 (270,173 ) (27,316 ) 292,212 176,227 Income taxes benefit — — (5,277 ) — (5,277 ) Net income (loss) 181,504 (270,173 ) (22,039 ) 292,212 181,504 Less: net income (loss) attributable to noncontrolling interest 90 90 — (90 ) 90 Net income (loss) attributable to PBF Holding Company LLC $ 181,414 $ (270,263 ) $ (22,039 ) $ 292,302 $ 181,414 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 181,829 $ (270,263 ) $ (22,039 ) $ 292,302 $ 181,829 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended June 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 3,529,849 $ 275,743 $ 330,048 $ (584,976 ) $ 3,550,664 Costs and expenses Cost of sales, excluding depreciation 3,036,655 234,226 341,070 (584,976 ) 3,026,975 Operating expenses, excluding depreciation (4,526 ) 196,557 119 — 192,150 General and administrative expenses 32,646 3,639 (502 ) — 35,783 Gain on sale of assets — (232 ) (400 ) — (632 ) Depreciation and amortization expense 2,506 43,913 596 — 47,015 3,067,281 478,103 340,883 (584,976 ) 3,301,291 Income (loss) from operations 462,568 (202,360 ) (10,835 ) — 249,373 Other income (expense) Equity in (loss) earnings of subsidiaries (213,468 ) — — 213,468 — Change in fair value of catalyst lease — 1,949 — — 1,949 Interest expense, net (20,733 ) (1,372 ) (850 ) — (22,955 ) Net income (loss) before income taxes 228,367 (201,783 ) (11,685 ) 213,468 228,367 Income taxes expense — — — — — Net income (loss) 228,367 (201,783 ) (11,685 ) 213,468 228,367 Less: net income attributable to noncontrolling interest — — — — — Net income (loss) attributable to PBF Holding Company LLC $ 228,367 $ (201,783 ) $ (11,685 ) $ 213,468 $ 228,367 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 228,692 $ (201,783 ) $ (11,685 ) $ 213,468 $ 228,692 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Six Months Ended June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 6,630,376 $ 144,782 $ 660,441 $ (779,641 ) $ 6,655,958 Costs and expenses Cost of sales, excluding depreciation 5,739,927 103,453 666,992 (779,641 ) 5,730,731 Operating expenses, excluding depreciation (400 ) 562,642 5,936 — 568,178 General and administrative expenses 57,306 16,060 (2,006 ) — 71,360 Loss on sale of assets — 24 3,198 — 3,222 Depreciation and amortization expense 3,076 96,522 3,614 — 103,212 5,799,909 778,701 677,734 (779,641 ) 6,476,703 Income (loss) from operations 830,467 (633,919 ) (17,293 ) — 179,255 Other income (expense) Equity in (loss) earnings of subsidiaries (684,805 ) — — 684,805 — Change in fair value of catalyst lease — (4,633 ) — — (4,633 ) Interest expense, net (62,586 ) (842 ) (1,122 ) — (64,550 ) Net income (loss) before income taxes 83,076 (639,394 ) (18,415 ) 684,805 110,072 Income taxes expense — — 26,996 — 26,996 Net income (loss) 83,076 (639,394 ) (45,411 ) 684,805 83,076 Less: net income attributable to noncontrolling interest 393 393 — (393 ) 393 Net income (loss) attributable to PBF Holding Company LLC $ 82,683 $ (639,787 ) $ (45,411 ) $ 685,198 $ 82,683 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 83,720 $ (639,787 ) $ (45,411 ) $ 685,198 $ 83,720 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Six Months Ended June 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 6,522,006 $ 536,576 $ 828,651 $ (1,341,433 ) $ 6,545,800 Costs and expenses Cost of sales, excluding depreciation 5,527,418 572,883 797,147 (1,341,433 ) 5,556,015 Operating expenses, excluding depreciation (3,720 ) 429,462 (215 ) — 425,527 General and administrative expenses 58,328 9,160 825 — 68,313 Gain on sale of assets (181 ) (233 ) (577 ) — (991 ) Depreciation and amortization expense 5,548 86,676 1,050 — 93,274 5,587,393 1,097,948 798,230 (1,341,433 ) 6,142,138 Income (loss) from operations 934,613 (561,372 ) 30,421 — 403,662 Other income (expense) Equity in earnings (loss) of subsidiaries (531,606 ) — — 531,606 — Change in fair value of catalyst lease — 3,988 — — 3,988 Interest expense, net (39,384 ) (3,065 ) (1,578 ) — (44,027 ) Net income (loss) before income taxes 363,623 (560,449 ) 28,843 531,606 363,623 Income taxes expense — — — — — Net income (loss) 363,623 (560,449 ) 28,843 531,606 363,623 Less: net income attributable to noncontrolling interest — — — — — Net income (loss) attributable to PBF Holding Company LLC $ 363,623 $ (560,449 ) $ 28,843 $ 531,606 $ 363,623 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 364,419 $ (560,449 ) $ 28,843 $ 531,606 $ 364,419 CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Six Months Ended June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 83,076 $ (639,394 ) $ (45,411 ) $ 684,805 $ 83,076 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,405 96,645 3,895 — 107,945 Stock-based compensation — 9,999 — — 9,999 Change in fair value of catalyst lease obligations — 4,633 — — 4,633 Deferred income taxes — — 27,060 — 27,060 Change in non-cash lower of cost or market inventory adjustment (200,063 ) (16,780 ) — — (216,843 ) Non-cash change in inventory repurchase obligations — 26,172 — — 26,172 Pension and other post retirement benefit costs 3,464 11,891 — — 15,355 Gain on sale of assets — 24 3,198 — 3,222 Equity in earnings of subsidiaries 684,805 — — (684,805 ) — Changes in current assets and current liabilities: Accounts receivable (190,245 ) 6,084 (6,484 ) — (190,645 ) Due to/from affiliates (838,988 ) 798,315 38,216 — (2,457 ) Inventories 91,094 (11,455 ) 2,940 — 82,579 Prepaid expenses and other current assets (4,255 ) (12,365 ) 198 — (16,422 ) Accounts payable 80,299 (24,617 ) 1,030 1,930 58,642 Accrued expenses 175,598 (2,269 ) (9,082 ) — 164,247 Deferred revenue 3,767 — — — 3,767 Other assets and liabilities (10,304 ) (3,305 ) 1,087 — (12,522 ) Net cash (used in) provided by operating activities (114,347 ) 243,578 16,647 1,930 147,808 Cash flows from investing activities: Expenditures for property, plant and equipment (11,765 ) (98,259 ) (11 ) — (110,035 ) Expenditures for deferred turnaround costs — (106,649 ) — — (106,649 ) Expenditures for other assets — (21,325 ) — — (21,325 ) Investment in subsidiaries 12,800 — — (12,800 ) — Chalmette Acquisition working capital settlement — (2,659 ) — — (2,659 ) Proceeds from sale of assets — — 6,860 — 6,860 Net cash provided by (used in) investing activities 1,035 (228,892 ) 6,849 (12,800 ) (233,808 ) Cash flows from financing activities: Distribution to Parent — — (12,800 ) 12,800 — Distribution to members (61,667 ) — — — (61,667 ) Proceeds from affiliate notes payable 635 — — — 635 Repayments of affiliate notes payable (517 ) — — — (517 ) Proceeds from revolver borrowings 550,000 — — — 550,000 Repayments of Rail Facility revolver borrowings — — (6,970 ) — (6,970 ) Net cash provided by (used in) financing activities 488,451 — (19,770 ) 12,800 481,481 Net increase in cash and cash equivalents 375,139 14,686 3,726 1,930 395,481 Cash and cash equivalents, beginning of period 882,820 6,236 28,968 (3,275 ) 914,749 Cash and cash equivalents, end of period $ 1,257,959 $ 20,922 $ 32,694 $ (1,345 ) $ 1,310,230 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Six Months Ended June 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 363,623 $ (560,449 ) $ 28,843 $ 531,606 $ 363,623 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 9,154 86,689 1,535 — 97,378 Stock-based compensation — 3,781 — — 3,781 Change in fair value of catalyst lease obligations — (3,988 ) — — (3,988 ) Non-cash change in inventory repurchase obligations — 89,203 — — 89,203 Non-cash lower of cost of market inventory adjustment (164,867 ) 37,701 — — (127,166 ) Pension and other post retirement benefit costs 3,969 8,924 — — 12,893 Gain on sale of assets (181 ) (233 ) (577 ) — (991 ) Equity in earnings of subsidiaries 531,606 — — (531,606 ) — Changes in current assets and current liabilities: Accounts receivable 15,287 23,235 (27,480 ) — 11,042 Due to/from affiliates (554,250 ) 548,558 15,787 — 10,095 Inventories 87,556 (105,460 ) (66,715 ) — (84,619 ) Prepaid expenses and other current assets 5,173 (1,299 ) — — 3,874 Accounts payable 47,715 (26,414 ) (3,815 ) 1,048 18,534 Accrued expenses (37,550 ) (9,046 ) (52,796 ) — (99,392 ) Deferred revenue 5,991 — — — 5,991 Other assets and liabilities 1,155 (5,846 ) (263 ) — (4,954 ) Net cash provided by (used in) operating activities 314,381 85,356 (105,481 ) 1,048 295,304 Cash flows from investing activities: Expenditures for property, plant and equipment (166,857 ) (57,189 ) — — (224,046 ) Expenditures for refinery turnarounds costs — (22,918 ) — — (22,918 ) Expenditures for other assets — (5,424 ) — — (5,424 ) Investment in subsidiaries 5,000 — — (5,000 ) — Proceeds from sale of assets 41,597 — 96,534 — 138,131 Net cash provided by (used in) investing activities (120,260 ) (85,531 ) 96,534 (5,000 ) (114,257 ) Cash flows from financing activities: Proceeds from members' capital contributions — — 5,000 (5,000 ) — Distributions to Parent — — (10,000 ) 10,000 — Proceeds from affiliate notes payable 30,000 — — — 30,000 Proceeds from Rail Facility revolver borrowings — — 70,750 — 70,750 Repayments of Rail Facility revolver borrowing — — (64,626 ) — (64,626 ) Net cash provided by financing activities 30,000 — 1,124 5,000 36,124 Net increase (decrease) in cash and cash equivalents 224,121 (175 ) (7,823 ) 1,048 217,171 Cash and cash equivalents, beginning of period 185,381 704 34,334 (2,016 ) 218,403 Cash and cash equivalents, end of period $ 409,502 $ 529 $ 26,511 $ (968 ) $ 435,574 |
DESCRIPTION OF THE BUSINESS A20
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Pronouncements | Recently Adopted Accounting Guidance Effective January 1, 2016, the Company adopted Accounting Standard Update ("ASU") No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis" ("ASU 2015-02"), which changed existing consolidation requirements associated with the analysis a reporting entity must perform to determine whether it should consolidate certain types of legal entities, including limited partnerships and variable interest entities. The Company’s adoption of this guidance did not impact our consolidated financial statements. Effective January 1, 2016, the Company adopted ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"), which requires (i) that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, (ii) that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date, (iii) that an entity present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The adoption of this guidance did not materially affect any of the Company's financial statements or related disclosures. Recent Accounting Pronouncements In August 2015, the Financial Accounting Standards Board ("FASB") issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date of ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) for all entities by one year. The guidance in ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. Under ASU 2015-14, this guidance becomes effective for interim and annual periods beginning after December 15, 2017 and permits the use of either the retrospective or cumulative effect transition method. Under ASU 2015-14, early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. Under ASU 2015-17, this guidance becomes effective for annual periods beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016 and interim periods within those years with early adoption permitted as of the beginning of an annual or interim period after the issuance of the ASU. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”), which amends how entities measure equity investments that do not result in consolidation and are not accounted for under the equity method and how they present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. ASU 2016-01 also changes certain disclosure requirements and other aspects of current GAAP but does not change the guidance for classifying and measuring investments in debt securities and loans. Under ASU 2016-01, this guidance becomes effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted in certain circumstances. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), to increase the transparency and comparability about leases among entities. The new guidance requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments No. 2016-06 March 2016 a consensus of the FASB Emerging Issues Task Force” (“ASU 2016-06”), to increase consistency in practice in applying guidance on determining if an embedded derivative is clearly and closely related to the economic characteristics of the host contract, specifically for assessing whether call (put) options that can accelerate the repayment of principal on a debt instrument meet the clearly and closely related criterion. The guidance in ASU 2016-06 applies to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. ASU 2016-06 is effective for interim and annual periods beginning after December 15, 2016, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”) which is intended to simplify certain aspects of the accounting for share-based payments to employees. The guidance in ASU 2016-09 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled rather than recording excess tax benefits or deficiencies in additional paid-in capital. The guidance in ASU 2016-09 also allows an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. ASU 2016-09 also contains additional guidance for nonpublic entities that do not apply to the Company. ASU 2016-09 is effective for interim and annual periods beginning after December 15, 2016, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) which requires credit losses on available-for-sale debt securities to be presented as an allowance rather than as a write-down. This approach is an improvement to current GAAP because an entity will be able to record reversals of credit losses (in situations in which the estimate of credit losses declines) in current period net income, which in turn should align the income statement recognition of credit losses with the reporting period in which changes occur. Current GAAP prohibits reflecting those improvements in current period earnings. ASU 2016-13 is effective for interim and annual periods beginning after December 15, 2019, and requires a modified retrospective approach to adoption. Early adoption is permitted for interim and annual periods beginning after December 15, 2018. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of assets acquired and liabilities assumed | The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows: Purchase Price Net cash $ 587,005 Cash acquired (19,042 ) Total consideration $ 567,963 Fair Value Allocation Accounts receivable $ 1,126 Inventories 271,434 Prepaid expenses and other current assets 913 Property, plant and equipment 356,961 Deferred charges and other assets 8,312 Accounts payable (4,870 ) Accrued expenses (28,371 ) Deferred tax liability (25,721 ) Noncontrolling interests (11,821 ) Fair value of net assets acquired $ 567,963 |
Schedule of pro forma information | The unaudited pro forma financial information includes the depreciation and amortization expense related to the acquisition and interest expense associated with the financing of the Chalmette Acquisition. (Unaudited) Six Months Ended June 30, 2015 Pro forma revenues $ 8,831,441 Pro forma net income attributable to PBF Holding Company LLC $ 435,593 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following: June 30, 2016 Titled Inventory Inventory Supply and Intermediation Arrangements Total Crude oil and feedstocks $ 1,034,615 $ — $ 1,034,615 Refined products and blendstocks 739,813 371,013 1,110,826 Warehouse stock and other 63,588 — 63,588 $ 1,838,016 $ 371,013 $ 2,209,029 Lower of cost or market reserve (765,620 ) (134,873 ) (900,493 ) Total inventories $ 1,072,396 $ 236,140 $ 1,308,536 December 31, 2015 Titled Inventory Inventory Supply and Intermediation Arrangements Total Crude oil and feedstocks $ 1,137,605 $ — $ 1,137,605 Refined products and blendstocks 687,389 411,357 1,098,746 Warehouse stock and other 55,257 — 55,257 $ 1,880,251 $ 411,357 $ 2,291,608 Lower of cost or market reserve (966,564 ) (150,772 ) (1,117,336 ) Total inventories $ 913,687 $ 260,585 $ 1,174,272 |
DEFERRED CHARGES AND OTHER AS23
DEFERRED CHARGES AND OTHER ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of deferred charges and other assets, net | Deferred charges and other assets, net consisted of the following: June 30, December 31, Deferred turnaround costs, net $ 232,501 $ 177,236 Catalyst, net 90,444 77,725 Linefill 13,504 13,504 Restricted cash 1,500 1,500 Intangible assets, net 199 219 Other 32,281 20,529 Total deferred charges and other assets, net $ 370,429 $ 290,713 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consisted of the following: June 30, December 31, Inventory-related accruals $ 764,093 $ 548,800 Inventory supply and intermediation arrangements 248,345 252,380 Accrued transportation costs 78,236 91,546 Excise and sales tax payable 47,577 34,129 Renewable energy credit obligations 42,753 19,472 Accrued interest 30,701 22,313 Accrued utilities 20,546 25,192 Customer deposits 19,654 20,395 Accrued salaries and benefits 15,604 61,011 Accrued construction in progress 7,200 7,400 Other 29,062 34,797 Total accrued expenses $ 1,303,771 $ 1,117,435 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | A summary of revenue and expense transactions with our affiliates is as follows: Three Months Ended Six Months Ended 2016 2015 2016 2015 Revenues under affiliate agreements: Omnibus Agreement $ 1,415 $ 1,234 $ 2,259 $ 2,470 Services Agreement 1,121 1,134 2,243 2,290 Total expenses under commercial agreements 37,965 34,868 74,514 67,713 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |
Schedule of net periodic benefit cost | The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following: Three Months Ended Six Months Ended Pension Benefits 2016 2015 2016 2015 Components of net periodic benefit cost: Service cost $ 7,339 $ 5,789 $ 14,679 $ 11,579 Interest cost 775 707 1,551 1,416 Expected return on plan assets (1,107 ) (829 ) (2,213 ) (1,659 ) Amortization of prior service costs 13 13 26 26 Amortization of loss 194 311 388 622 Net periodic benefit cost $ 7,214 $ 5,991 $ 14,431 $ 11,984 Three Months Ended Six Months Ended Post Retirement Medical Plan 2016 2015 2016 2015 Components of net periodic benefit cost: Service cost $ 219 $ 244 $ 439 $ 488 Interest cost 133 134 267 269 Amortization of prior service costs 109 76 218 152 Amortization of loss — — — — Net periodic benefit cost $ 461 $ 454 $ 924 $ 909 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The tables below present information about the Company's financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of June 30, 2016 and December 31, 2015 . We have elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. We have posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet. As of June 30, 2016 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Level 1 Level 2 Level 3 Assets: Money market funds $ 25,005 $ — $ — $ 25,005 N/A $ 25,005 Commodity contracts 17,039 23,098 493 40,630 (26,175 ) 14,455 Derivatives included with inventory intermediation agreement obligations — 9,338 — 9,338 — 9,338 Liabilities: Commodity contracts 21,690 4,485 — 26,175 (26,175 ) — Catalyst lease obligations — 36,436 — 36,436 — 36,436 As of December 31, 2015 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Level 1 Level 2 Level 3 Assets: Money market funds $ 631,280 $ — $ — $ 631,280 N/A $ 631,280 Commodity contracts 63,810 31,256 3,543 98,609 (52,482 ) 46,127 Derivatives included with inventory intermediation agreement obligations — 35,511 — 35,511 — 35,511 Liabilities: Commodity contracts 49,960 2,522 — 52,482 (52,482 ) — Catalyst lease obligations — 31,802 — 31,802 — 31,802 |
Schedule of Effect of Significant Unobservable Inputs | The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Balance at beginning of period $ 1,915 $ 9,678 $ 3,543 $ 1,521 Purchases — — — — Settlements (746 ) (10,111 ) (1,003 ) (11,311 ) Unrealized gain included in earnings (676 ) 2,338 (2,047 ) 11,695 Transfers into Level 3 — — — — Transfers out of Level 3 — — — — Balance at end of period $ 493 $ 1,905 $ 493 $ 1,905 |
Schedule of Fair value of Debt | The table below summarizes the fair value and carrying value of debt as of June 30, 2016 and December 31, 2015 . June 30, 2016 December 31, 2015 Carrying value Fair value Carrying value Fair value Senior Secured Notes due 2020 (a) $ 670,243 $ 704,783 $ 669,644 $ 706,246 Revolving Loan (b) 550,000 550,000 — — Senior Secured Notes due 2023 (a) 500,000 483,584 500,000 492,452 Rail Facility (b) 60,521 60,521 67,491 67,491 Catalyst leases (c) 36,436 36,436 31,802 31,802 1,817,200 1,835,324 1,268,937 1,297,991 Less - Current maturities — — — — Less - Unamortized deferred financing costs 28,330 n/a 32,217 n/a Long-term debt $ 1,788,870 $ 1,835,324 $ 1,236,720 $ 1,297,991 (a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the Senior Secured Notes. (b) The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates. (c) Catalyst leases are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option for accounting for its catalyst lease repurchase obligations as the Company's liability is directly impacted by the change in fair value of the underlying catalyst. |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments | The following tables provide information about the fair values of these derivative instruments as of June 30, 2016 and December 31, 2015 and the line items in the condensed consolidated balance sheet in which the fair values are reflected. Description Balance Sheet Location Fair Value Asset/(Liability) Derivatives designated as hedging instruments: June 30, 2016: Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 9,338 December 31, 2015: Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 35,511 Derivatives not designated as hedging instruments: June 30, 2016: Commodity contracts Accounts receivable $ 14,455 December 31, 2015: Commodity contracts Accounts receivable $ 46,127 |
Schedule of Derivative Instruments, Gain (Loss) Recognized in Income | The following table provides information about the gain or loss recognized in income on these derivative instruments and the line items in the condensed consolidated financial statements in which such gains and losses are reflected. Description Location of Gain or (Loss) Recognized in Income on Derivatives Gain or (Loss) Recognized in Income on Derivatives Derivatives designated as hedging instruments: For the three months ended June 30, 2016: Derivatives included with the inventory intermediation agreement obligations Cost of sales $ 8,973 For the three months ended June 30, 2015: Derivatives included with inventory supply arrangement obligations Cost of sales $ (1,808 ) Derivatives included with the inventory intermediation agreement obligations Cost of sales $ (20,888 ) For the six months ended June 30, 2016: Derivatives included with the inventory intermediation agreement obligations Cost of sales $ (26,172 ) For the six months ended June 30, 2015: Derivatives included with inventory supply arrangement obligations Cost of sales $ (4,629 ) Derivatives included with the inventory intermediation agreement obligations Cost of sales $ (84,574 ) Derivatives not designated as hedging instruments: For the three months ended June 30, 2016: Commodity contracts Cost of sales $ (19,134 ) For the three months ended June 30, 2015: Commodity contracts Cost of sales $ (3,969 ) For the six months ended June 30, 2016: Commodity contracts Cost of sales $ (39,087 ) For the six months ended June 30, 2015: Commodity contracts Cost of sales $ (45,097 ) Hedged items designated in fair value hedges: For the three months ended June 30, 2016: Intermediate and refined product inventory Cost of sales $ (8,973 ) For the three months ended June 30, 2015: Crude oil and feedstock inventory Cost of sales $ 1,808 Intermediate and refined product inventory Cost of sales $ 20,888 For the six months ended June 30, 2016: Intermediate and refined product inventory Cost of sales $ 26,172 For the six months ended June 30, 2015: Crude oil and feedstock inventory Cost of sales $ 4,629 Intermediate and refined product inventory Cost of sales $ 84,574 |
CONDENSED CONSOLIDATING FINAN29
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Financial Information of Subsidiary Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 1,257,959 $ 20,922 $ 32,694 $ (1,345 ) $ 1,310,230 Accounts receivable 621,054 4,973 19,377 — 645,404 Accounts receivable - affiliate 1,574 2,276 — — 3,850 Inventories 717,615 391,386 199,535 — 1,308,536 Prepaid expense and other current assets 28,498 21,437 188 — 50,123 Due from related parties 21,965,189 21,002,264 3,889,446 (46,856,899 ) — Total current assets 24,591,889 21,443,258 4,141,240 (46,858,244 ) 3,318,143 Property, plant and equipment, net 33,930 2,015,974 212,123 — 2,262,027 Investment in subsidiaries 1,051,658 118,982 — (1,170,640 ) — Deferred charges and other assets, net 28,613 340,316 1,500 — 370,429 Total assets $ 25,706,090 $ 23,918,530 $ 4,354,863 $ (48,028,884 ) $ 5,950,599 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 277,287 $ 88,947 $ 8,596 $ (1,345 ) $ 373,485 Accounts payable - affiliate 21,904 — — — 21,904 Accrued expenses 678,777 515,662 109,332 — 1,303,771 Deferred tax liability — — 26,888 — 26,888 Deferred revenue 7,810 — — — 7,810 Due to related parties 20,680,061 22,279,141 3,897,697 (46,856,899 ) — Total current liabilities 21,665,839 22,883,750 4,042,513 (46,858,244 ) 1,733,858 Delaware Economic Development Authority loan — 4,000 — — 4,000 Long-term debt 1,692,266 36,364 60,240 — 1,788,870 Affiliate notes payable 470,165 — — — 470,165 Deferred tax liability — — 25,721 — 25,721 Other long-term liabilities 28,399 50,165 — — 78,564 Total liabilities 23,856,669 22,974,279 4,128,474 (46,858,244 ) 4,101,178 Commitments and contingencies Equity: Member's equity 1,489,892 1,076,840 145,530 (1,222,370 ) 1,489,892 Retained earnings (accumulated deficit) 370,616 (136,999 ) 80,859 56,140 370,616 Accumulated other comprehensive (loss) income (23,733 ) (8,236 ) — 8,236 (23,733 ) Total PBF Holding Company LLC equity 1,836,775 931,605 226,389 (1,157,994 ) 1,836,775 Noncontrolling interest 12,646 12,646 — (12,646 ) 12,646 Total equity 1,849,421 944,251 226,389 (1,170,640 ) 1,849,421 Total liabilities and equity $ 25,706,090 $ 23,918,530 $ 4,354,863 $ (48,028,884 ) $ 5,950,599 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 June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 3,834,460 $ 95,163 $ 339,721 $ (413,571 ) $ 3,855,773 Costs and expenses Cost of sales, excluding depreciation 3,300,539 39,483 358,297 (413,571 ) 3,284,748 Operating expenses, excluding depreciation (28 ) 268,608 2,959 — 271,539 General and administrative expenses 28,609 9,209 273 — 38,091 Gain on sale of assets — 24 3,198 — 3,222 Depreciation and amortization expense 1,379 45,780 1,760 — 48,919 3,330,499 363,104 366,487 (413,571 ) 3,646,519 Income (loss) from operations 503,961 (267,941 ) (26,766 ) — 209,254 Other income (expense) Equity in (loss) earnings of subsidiaries (292,212 ) — — 292,212 — Change in fair value of catalyst lease — (1,748 ) — — (1,748 ) Interest expense, net (30,245 ) (484 ) (550 ) — (31,279 ) Net income (loss) before income taxes 181,504 (270,173 ) (27,316 ) 292,212 176,227 Income taxes benefit — — (5,277 ) — (5,277 ) Net income (loss) 181,504 (270,173 ) (22,039 ) 292,212 181,504 Less: net income (loss) attributable to noncontrolling interest 90 90 — (90 ) 90 Net income (loss) attributable to PBF Holding Company LLC $ 181,414 $ (270,263 ) $ (22,039 ) $ 292,302 $ 181,414 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 181,829 $ (270,263 ) $ (22,039 ) $ 292,302 $ 181,829 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended June 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 3,529,849 $ 275,743 $ 330,048 $ (584,976 ) $ 3,550,664 Costs and expenses Cost of sales, excluding depreciation 3,036,655 234,226 341,070 (584,976 ) 3,026,975 Operating expenses, excluding depreciation (4,526 ) 196,557 119 — 192,150 General and administrative expenses 32,646 3,639 (502 ) — 35,783 Gain on sale of assets — (232 ) (400 ) — (632 ) Depreciation and amortization expense 2,506 43,913 596 — 47,015 3,067,281 478,103 340,883 (584,976 ) 3,301,291 Income (loss) from operations 462,568 (202,360 ) (10,835 ) — 249,373 Other income (expense) Equity in (loss) earnings of subsidiaries (213,468 ) — — 213,468 — Change in fair value of catalyst lease — 1,949 — — 1,949 Interest expense, net (20,733 ) (1,372 ) (850 ) — (22,955 ) Net income (loss) before income taxes 228,367 (201,783 ) (11,685 ) 213,468 228,367 Income taxes expense — — — — — Net income (loss) 228,367 (201,783 ) (11,685 ) 213,468 228,367 Less: net income attributable to noncontrolling interest — — — — — Net income (loss) attributable to PBF Holding Company LLC $ 228,367 $ (201,783 ) $ (11,685 ) $ 213,468 $ 228,367 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 228,692 $ (201,783 ) $ (11,685 ) $ 213,468 $ 228,692 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Six Months Ended June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 6,630,376 $ 144,782 $ 660,441 $ (779,641 ) $ 6,655,958 Costs and expenses Cost of sales, excluding depreciation 5,739,927 103,453 666,992 (779,641 ) 5,730,731 Operating expenses, excluding depreciation (400 ) 562,642 5,936 — 568,178 General and administrative expenses 57,306 16,060 (2,006 ) — 71,360 Loss on sale of assets — 24 3,198 — 3,222 Depreciation and amortization expense 3,076 96,522 3,614 — 103,212 5,799,909 778,701 677,734 (779,641 ) 6,476,703 Income (loss) from operations 830,467 (633,919 ) (17,293 ) — 179,255 Other income (expense) Equity in (loss) earnings of subsidiaries (684,805 ) — — 684,805 — Change in fair value of catalyst lease — (4,633 ) — — (4,633 ) Interest expense, net (62,586 ) (842 ) (1,122 ) — (64,550 ) Net income (loss) before income taxes 83,076 (639,394 ) (18,415 ) 684,805 110,072 Income taxes expense — — 26,996 — 26,996 Net income (loss) 83,076 (639,394 ) (45,411 ) 684,805 83,076 Less: net income attributable to noncontrolling interest 393 393 — (393 ) 393 Net income (loss) attributable to PBF Holding Company LLC $ 82,683 $ (639,787 ) $ (45,411 ) $ 685,198 $ 82,683 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 83,720 $ (639,787 ) $ (45,411 ) $ 685,198 $ 83,720 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Six Months Ended June 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 6,522,006 $ 536,576 $ 828,651 $ (1,341,433 ) $ 6,545,800 Costs and expenses Cost of sales, excluding depreciation 5,527,418 572,883 797,147 (1,341,433 ) 5,556,015 Operating expenses, excluding depreciation (3,720 ) 429,462 (215 ) — 425,527 General and administrative expenses 58,328 9,160 825 — 68,313 Gain on sale of assets (181 ) (233 ) (577 ) — (991 ) Depreciation and amortization expense 5,548 86,676 1,050 — 93,274 5,587,393 1,097,948 798,230 (1,341,433 ) 6,142,138 Income (loss) from operations 934,613 (561,372 ) 30,421 — 403,662 Other income (expense) Equity in earnings (loss) of subsidiaries (531,606 ) — — 531,606 — Change in fair value of catalyst lease — 3,988 — — 3,988 Interest expense, net (39,384 ) (3,065 ) (1,578 ) — (44,027 ) Net income (loss) before income taxes 363,623 (560,449 ) 28,843 531,606 363,623 Income taxes expense — — — — — Net income (loss) 363,623 (560,449 ) 28,843 531,606 363,623 Less: net income attributable to noncontrolling interest — — — — — Net income (loss) attributable to PBF Holding Company LLC $ 363,623 $ (560,449 ) $ 28,843 $ 531,606 $ 363,623 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 364,419 $ (560,449 ) $ 28,843 $ 531,606 $ 364,419 |
Condensed Consolidating Statement of Cash Flow | CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Six Months Ended June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 83,076 $ (639,394 ) $ (45,411 ) $ 684,805 $ 83,076 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,405 96,645 3,895 — 107,945 Stock-based compensation — 9,999 — — 9,999 Change in fair value of catalyst lease obligations — 4,633 — — 4,633 Deferred income taxes — — 27,060 — 27,060 Change in non-cash lower of cost or market inventory adjustment (200,063 ) (16,780 ) — — (216,843 ) Non-cash change in inventory repurchase obligations — 26,172 — — 26,172 Pension and other post retirement benefit costs 3,464 11,891 — — 15,355 Gain on sale of assets — 24 3,198 — 3,222 Equity in earnings of subsidiaries 684,805 — — (684,805 ) — Changes in current assets and current liabilities: Accounts receivable (190,245 ) 6,084 (6,484 ) — (190,645 ) Due to/from affiliates (838,988 ) 798,315 38,216 — (2,457 ) Inventories 91,094 (11,455 ) 2,940 — 82,579 Prepaid expenses and other current assets (4,255 ) (12,365 ) 198 — (16,422 ) Accounts payable 80,299 (24,617 ) 1,030 1,930 58,642 Accrued expenses 175,598 (2,269 ) (9,082 ) — 164,247 Deferred revenue 3,767 — — — 3,767 Other assets and liabilities (10,304 ) (3,305 ) 1,087 — (12,522 ) Net cash (used in) provided by operating activities (114,347 ) 243,578 16,647 1,930 147,808 Cash flows from investing activities: Expenditures for property, plant and equipment (11,765 ) (98,259 ) (11 ) — (110,035 ) Expenditures for deferred turnaround costs — (106,649 ) — — (106,649 ) Expenditures for other assets — (21,325 ) — — (21,325 ) Investment in subsidiaries 12,800 — — (12,800 ) — Chalmette Acquisition working capital settlement — (2,659 ) — — (2,659 ) Proceeds from sale of assets — — 6,860 — 6,860 Net cash provided by (used in) investing activities 1,035 (228,892 ) 6,849 (12,800 ) (233,808 ) Cash flows from financing activities: Distribution to Parent — — (12,800 ) 12,800 — Distribution to members (61,667 ) — — — (61,667 ) Proceeds from affiliate notes payable 635 — — — 635 Repayments of affiliate notes payable (517 ) — — — (517 ) Proceeds from revolver borrowings 550,000 — — — 550,000 Repayments of Rail Facility revolver borrowings — — (6,970 ) — (6,970 ) Net cash provided by (used in) financing activities 488,451 — (19,770 ) 12,800 481,481 Net increase in cash and cash equivalents 375,139 14,686 3,726 1,930 395,481 Cash and cash equivalents, beginning of period 882,820 6,236 28,968 (3,275 ) 914,749 Cash and cash equivalents, end of period $ 1,257,959 $ 20,922 $ 32,694 $ (1,345 ) $ 1,310,230 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Six Months Ended June 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 363,623 $ (560,449 ) $ 28,843 $ 531,606 $ 363,623 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 9,154 86,689 1,535 — 97,378 Stock-based compensation — 3,781 — — 3,781 Change in fair value of catalyst lease obligations — (3,988 ) — — (3,988 ) Non-cash change in inventory repurchase obligations — 89,203 — — 89,203 Non-cash lower of cost of market inventory adjustment (164,867 ) 37,701 — — (127,166 ) Pension and other post retirement benefit costs 3,969 8,924 — — 12,893 Gain on sale of assets (181 ) (233 ) (577 ) — (991 ) Equity in earnings of subsidiaries 531,606 — — (531,606 ) — Changes in current assets and current liabilities: Accounts receivable 15,287 23,235 (27,480 ) — 11,042 Due to/from affiliates (554,250 ) 548,558 15,787 — 10,095 Inventories 87,556 (105,460 ) (66,715 ) — (84,619 ) Prepaid expenses and other current assets 5,173 (1,299 ) — — 3,874 Accounts payable 47,715 (26,414 ) (3,815 ) 1,048 18,534 Accrued expenses (37,550 ) (9,046 ) (52,796 ) — (99,392 ) Deferred revenue 5,991 — — — 5,991 Other assets and liabilities 1,155 (5,846 ) (263 ) — (4,954 ) Net cash provided by (used in) operating activities 314,381 85,356 (105,481 ) 1,048 295,304 Cash flows from investing activities: Expenditures for property, plant and equipment (166,857 ) (57,189 ) — — (224,046 ) Expenditures for refinery turnarounds costs — (22,918 ) — — (22,918 ) Expenditures for other assets — (5,424 ) — — (5,424 ) Investment in subsidiaries 5,000 — — (5,000 ) — Proceeds from sale of assets 41,597 — 96,534 — 138,131 Net cash provided by (used in) investing activities (120,260 ) (85,531 ) 96,534 (5,000 ) (114,257 ) Cash flows from financing activities: Proceeds from members' capital contributions — — 5,000 (5,000 ) — Distributions to Parent — — (10,000 ) 10,000 — Proceeds from affiliate notes payable 30,000 — — — 30,000 Proceeds from Rail Facility revolver borrowings — — 70,750 — 70,750 Repayments of Rail Facility revolver borrowing — — (64,626 ) — (64,626 ) Net cash provided by financing activities 30,000 — 1,124 5,000 36,124 Net increase (decrease) in cash and cash equivalents 224,121 (175 ) (7,823 ) 1,048 217,171 Cash and cash equivalents, beginning of period 185,381 704 34,334 (2,016 ) 218,403 Cash and cash equivalents, end of period $ 409,502 $ 529 $ 26,511 $ (968 ) $ 435,574 |
DESCRIPTION OF THE BUSINESS A30
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands | May 14, 2014 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Nov. 01, 2015 |
Description of Business [Line Items] | ||||||||
Less: net income attributable to noncontrolling interests | $ 90 | $ 0 | $ 393 | $ 0 | ||||
Income tax expense (benefit) | $ (5,277) | $ 0 | $ 26,996 | $ 0 | ||||
Common Units [Member] | IPO [Member] | ||||||||
Description of Business [Line Items] | ||||||||
Shares issued | 15,812,500 | |||||||
PBF Energy [Member] | Class A Common Stock [Member] | ||||||||
Description of Business [Line Items] | ||||||||
Percentage of ownership in PBF LLC | 95.20% | 95.20% | 95.10% | |||||
Collins Pipeline Company And T&M Terminal Company [Member] | ||||||||
Description of Business [Line Items] | ||||||||
Less: net income attributable to noncontrolling interests | $ 90 | $ 393 | ||||||
Income tax expense (benefit) | $ 366 | $ 1,164 | ||||||
Collins Pipeline Company And T&M Terminal Company [Member] | Chalmette Refining [Member] | ||||||||
Description of Business [Line Items] | ||||||||
Ownership percentage | 80.00% | 80.00% | ||||||
Collins Pipeline Company [Member] | Chalmette Refining [Member] | ||||||||
Description of Business [Line Items] | ||||||||
Ownership percentage | 80.00% | 80.00% | 80.00% | |||||
T&M Terminal Company [Member] | Chalmette Refining [Member] | ||||||||
Description of Business [Line Items] | ||||||||
Ownership percentage | 80.00% | 80.00% | 80.00% | |||||
Restatement Adjustment [Member] | ||||||||
Description of Business [Line Items] | ||||||||
Deferred Tax Liabilities, Net | $ 30,481 | |||||||
Income tax expense (benefit) | $ 30,481 |
ACQUISITIONS Purchase Price (De
ACQUISITIONS Purchase Price (Details) - USD ($) $ in Thousands | Nov. 01, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | |||
Net cash | $ 2,659 | $ 0 | |
Chalmette Refining L.L.C. [Member] | |||
Business Acquisition [Line Items] | |||
Net cash | $ 587,005 | ||
Cash acquired | (19,042) | ||
Total consideration | $ 567,963 |
ACQUISITIONS Acquired assets an
ACQUISITIONS Acquired assets and liabilities (Details) - Chalmette Refining L.L.C. [Member] $ in Thousands | Nov. 01, 2015USD ($) |
Business Acquisition [Line Items] | |
Accounts receivable | $ 1,126 |
Inventories | 271,434 |
Prepaid expenses and other current assets | 913 |
Property, plant and equipment | 356,961 |
Deferred charges and other assets | 8,312 |
Accounts payable | (4,870) |
Accrued expenses | (28,371) |
Deferred tax liability | (25,721) |
Noncontrolling interests | (11,821) |
Fair value of net assets acquired | 567,963 |
Noncontrolling Interest [Member] | |
Business Acquisition [Line Items] | |
Deferred tax liability | $ (5,144) |
ACQUISITIONS Proforma informati
ACQUISITIONS Proforma information for acquisition (Details) - Chalmette Refining L.L.C. [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Business Acquisition [Line Items] | |
Pro forma revenues | $ 8,831,441 |
Pro forma net income attributable to PBF Holding Company LLC. | $ 435,593 |
ACQUISITIONS Other details for
ACQUISITIONS Other details for acquisition (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Nov. 01, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | ||||||
Escrow Deposit Disbursements Related to Property Acquisition | $ 998,542 | |||||
Chalmette Refining L.L.C. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Acquisition Related Costs | $ 2,410 | $ 129 | $ 7,134 | $ 679 | ||
Business Combination, Consideration Transferred | $ 322,000 | |||||
Business Combination, Estimated Inventory And Working Capital Acquire | 245,963 | |||||
Deferred tax liability | $ (25,721) | |||||
Chalmette Refining L.L.C. [Member] | PBF Energy Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage | 100.00% | |||||
Collins Pipeline Company [Member] | Chalmette Refining [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage | 80.00% | 80.00% | 80.00% | 80.00% | ||
MOEM Pipeline [Member] | Chalmette Refining [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage | 100.00% | |||||
T&M Terminal Company [Member] | Chalmette Refining [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage | 80.00% | 80.00% | 80.00% | 80.00% | ||
Noncontrolling Interest [Member] | Chalmette Refining L.L.C. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Deferred tax liability | $ (5,144) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Inventory [Line Items] | ||||||||
Crude oil and feedstocks | $ 1,034,615 | $ 1,034,615 | $ 1,137,605 | |||||
Refined products and blendstocks | 1,110,826 | 1,110,826 | 1,098,746 | |||||
Warehouse stock and other | 63,588 | 63,588 | 55,257 | |||||
Inventory, Gross | 2,209,029 | 2,209,029 | 2,291,608 | |||||
Lower of cost or market reserve | (900,493) | $ 1,058,273 | $ 562,944 | (900,493) | $ 562,944 | (1,117,336) | $ 668,902 | $ (690,110) |
Inventories | 1,308,536 | 1,308,536 | 1,174,272 | |||||
Operating Income (Loss) | (209,254) | (249,373) | (179,255) | (403,662) | ||||
Titled Inventory [Member] | ||||||||
Inventory [Line Items] | ||||||||
Crude oil and feedstocks | 1,034,615 | 1,034,615 | 1,137,605 | |||||
Refined products and blendstocks | 739,813 | 739,813 | 687,389 | |||||
Warehouse stock and other | 63,588 | 63,588 | 55,257 | |||||
Inventory, Gross | 1,838,016 | 1,838,016 | 1,880,251 | |||||
Lower of cost or market reserve | (765,620) | (765,620) | (966,564) | |||||
Inventories | 1,072,396 | 1,072,396 | 913,687 | |||||
Inventory Supply and Offtake Arrangements [Member] | ||||||||
Inventory [Line Items] | ||||||||
Crude oil and feedstocks | 0 | 0 | 0 | |||||
Refined products and blendstocks | 371,013 | 371,013 | 411,357 | |||||
Warehouse stock and other | 0 | 0 | 0 | |||||
Inventory, Gross | 371,013 | 371,013 | 411,357 | |||||
Lower of cost or market reserve | (134,873) | (134,873) | (150,772) | |||||
Inventories | 236,140 | $ 236,140 | $ 260,585 | |||||
Scenario, Adjustment [Member] | ||||||||
Inventory [Line Items] | ||||||||
Operating Income (Loss) | $ 157,780 | $ 216,843 | $ 105,958 | $ 127,166 |
DEFERRED CHARGES AND OTHER AS36
DEFERRED CHARGES AND OTHER ASSETS, NET (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred turnaround costs, net | $ 232,501 | $ 177,236 |
Catalyst, net | 90,444 | 77,725 |
Linefill | 13,504 | 13,504 |
Restricted cash | 1,500 | 1,500 |
Intangible assets, net | 199 | 219 |
Other | 32,281 | 20,529 |
Total deferred charges and other assets, net | $ 370,429 | $ 290,713 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued Expenses: | ||
Inventory-related accruals | $ 764,093 | $ 548,800 |
Inventory supply and intermediation arrangements | 248,345 | 252,380 |
Accrued transportation costs | 78,236 | 91,546 |
Renewable energy credit obligations | 42,753 | 19,472 |
Excise and sales tax payable | 47,577 | 34,129 |
Customer deposits | 19,654 | 20,395 |
Accrued utilities | 20,546 | 25,192 |
Accrued interest | 30,701 | 22,313 |
Accrued salaries and benefits | 15,604 | 61,011 |
Accrued construction in progress | 7,200 | 7,400 |
Other | 29,062 | 34,797 |
Total accrued expenses | $ 1,303,771 | $ 1,117,435 |
INCOME TAXES Income Taxes (Deta
INCOME TAXES Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Taxes [Line Items] | |||||
Deferred income taxes | $ 27,060 | $ 0 | |||
Income tax expense (benefit) | $ (5,277) | $ 0 | 26,996 | $ 0 | |
Collins Pipeline Company And T&M Terminal Company [Member] | |||||
Income Taxes [Line Items] | |||||
Income tax expense (benefit) | 366 | 1,164 | |||
PBF Energy Limited [Member] | |||||
Income Taxes [Line Items] | |||||
Current Income Tax Expense (Benefit) | (67) | (79) | |||
Deferred income taxes | $ 5,576 | $ 25,911 | |||
Restatement Adjustment [Member] | |||||
Income Taxes [Line Items] | |||||
Deferred Tax Liabilities, Net | $ 30,481 | ||||
Income tax expense (benefit) | 30,481 | ||||
Restatement Adjustment [Member] | Prior period error correction [Member] | PBF Energy Limited [Member] | |||||
Income Taxes [Line Items] | |||||
Current Income Tax Expense (Benefit) | 30,602 | ||||
Deferred income taxes | 121 | ||||
Deferred Tax Liabilities, Net | 30,602 | ||||
Taxes Payable, Current | $ 121 |
AFFILIATE NOTE PAYABLE (Details
AFFILIATE NOTE PAYABLE (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Affiliate notes payable | $ 470,165 | $ 470,047 |
Notes Payable, Other Payables [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 2.50% | |
Debt instrument, term | 5 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | May 15, 2015renewal | Jun. 30, 2016USD ($)bbl / d | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015 | Jan. 01, 2016$ / bbl |
Related Party Transaction [Line Items] | |||||||
Number of Contract Renewals | renewal | 2 | ||||||
Term of Renewal | 5 years | ||||||
Delaware Truck Loading Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term of Agreement | 10 years | ||||||
Delaware City Rail Unloading Terminal [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term of Agreement | 7 years | ||||||
Toledo Truck Unloading Terminal [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term of Agreement | 7 years | ||||||
Delaware City West Heavy Crude Unloading Rack [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term of Agreement | 7 years | ||||||
Toledo Storage Facility [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term of Agreement | 10 years | ||||||
Delaware City Pipeline Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term of Agreement | 10 years | ||||||
PBF Holding Company LLC [Member] | East Coast Terminals [Member] | East Coast Terminals commercial agreements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | 448,000 | ||||||
Related Party Transaction, Notice Of Withdrawal Period | 30 days | ||||||
PBF Holding Company LLC [Member] | Delaware City Rail Unloading Terminal [Member] | DCR Terminaling Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Oil And Gas Plant, Terminaling Services Fee, Fee For Volume Above Minimum | 0.503 | ||||||
Oil And Gas Plant, Terminaling Services Fee, Base Commitment | 2.014 | ||||||
PBF Holding Company LLC [Member] | Toledo Truck Unloading Terminal [Member] | Toledo Terminaling Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Oil And Gas Plant, Terminaling Services Fee, Base Commitment | 1.007 | ||||||
PBF Logistics LP [Member] | Cost of Sales [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | $ | $ 37,965,000 | $ 34,868,000 | $ 74,514,000 | $ 67,713,000 | |||
PBF Logistics LP [Member] | General and Administrative Expense [Member] | Omnibus Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | $ | 1,415,000 | 1,234,000 | 2,259,000 | 2,470,000 | |||
PBF Logistics LP [Member] | General and Administrative Expense [Member] | Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | $ | $ 1,121,000 | $ 1,134,000 | 2,243,000 | $ 2,290,000 | |||
PBF LLC [Member] | Third Amended and Restated Omnibus Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, annual fee | $ | $ 2,350,000 | ||||||
Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term of Agreement | 7 years | ||||||
Minimum [Member] | East Coast Terminals [Member] | East Coast Terminals commercial agreements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term of Agreement | 3 months | ||||||
Term of Renewal | 3 months | ||||||
Minimum [Member] | PBF Holding Company LLC [Member] | East Coast Terminals [Member] | East Coast Terminals commercial agreements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Oil And Gas Plant, Storage Services Fee | 0.45 | ||||||
Oil And Gas Plant, Storage Service Fee, Fee For Volume Above Minimum | 0.30 | ||||||
Oil And Gas Plant, Terminaling Services Fee, Base Commitment | 0.10 | ||||||
Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term of Agreement | 10 years | ||||||
Maximum [Member] | East Coast Terminals [Member] | East Coast Terminals commercial agreements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term of Agreement | 1 year | ||||||
Term of Renewal | 1 year | ||||||
Maximum [Member] | PBF Holding Company LLC [Member] | East Coast Terminals [Member] | East Coast Terminals commercial agreements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Oil And Gas Plant, Storage Services Fee | 0.55 | ||||||
Oil And Gas Plant, Storage Service Fee, Fee For Volume Above Minimum | 0.351 | ||||||
Oil And Gas Plant, Terminaling Services Fee, Base Commitment | 1.25 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Jun. 28, 2016USD ($) | Mar. 01, 2011 | Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($)ppm | Dec. 31, 2015USD ($) | Dec. 31, 2010ppm |
Loss Contingencies [Line Items] | ||||||
Litigation Settlement, Amount | $ 250,000 | |||||
Percent of tax benefit received from increases in tax basis paid to stockholders | 85.00% | |||||
PBF Energy [Member] | Class A Common Stock [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Percentage of ownership in PBF LLC | 95.20% | 95.20% | 95.10% | |||
Environmental Issue [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Environmental liability | $ 11,340,000 | $ 11,340,000 | $ 10,367,000 | |||
Discount rate used for environmental liability assessment | 8.00% | 8.00% | ||||
Maximum amount of sulfur allowed in heating oil (in ppm) | ppm | 10 | |||||
Public Utilities, Description of Specific Regulatory Liabilities | 80 | |||||
Environmental Issue [Member] | Valero [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Maximum pre-disposal environmental obligations of Valero | $ 20,000,000 | |||||
Environmental Issue [Member] | PBF Energy and Valero [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Maximum pre-disposal environmental obligations of Valero | $ 75,000,000 | |||||
Term of insurance policies | 10 years | |||||
Environmental Issue [Member] | Sunoco, Inc. [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Loss Contingency Accrual, Insurance-Related Assessment, Expiration Of Liability Period | 20 years | |||||
Environmental Issue [Member] | New York [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Maximum amount of sulfur allowed in heating oil (in ppm) | ppm | 15 | |||||
Environmental Issue [Member] | PENNSYLVANIA | ||||||
Loss Contingencies [Line Items] | ||||||
Maximum amount of sulfur allowed in heating oil (in ppm) | ppm | 500 | |||||
Chalmette Refinery [Member] | Environmental Issue [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Environmental Costs Recognized, Recovery Credited to Expense | $ 3,936,000 | |||||
Term of insurance policies | 10 years | |||||
Accrual For Environmental Loss Contingencies, Expected Payment Period | 30 years | |||||
Environmental Insurance Policies Coverage | $ 100,000,000 | |||||
Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Term of Agreement | 7 years | |||||
Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Term of Agreement | 10 years | |||||
East Coast Terminals [Member] | Minimum [Member] | East Coast Terminals commercial agreements [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Term of Agreement | 3 months | |||||
East Coast Terminals [Member] | Maximum [Member] | East Coast Terminals commercial agreements [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Term of Agreement | 1 year |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Pension Plan, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 7,339 | $ 5,789 | $ 14,679 | $ 11,579 |
Interest cost | 775 | 707 | 1,551 | 1,416 |
Expected return on plan assets | (1,107) | (829) | (2,213) | (1,659) |
Amortization of prior service costs | 13 | 13 | 26 | 26 |
Amortization of loss | 194 | 311 | 388 | 622 |
Net periodic benefit cost | 7,214 | 5,991 | 14,431 | 11,984 |
Post Retirement Medical Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 219 | 244 | 439 | 488 |
Interest cost | 133 | 134 | 267 | 269 |
Amortization of prior service costs | 109 | 76 | 218 | 152 |
Amortization of loss | 0 | 0 | 0 | 0 |
Net periodic benefit cost | $ 461 | $ 454 | $ 924 | $ 909 |
FAIR VALUE MEASUREMENTS (Measur
FAIR VALUE MEASUREMENTS (Measured on Recurring Basis) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | $ 9,811 | $ 9,325 |
Catalyst lease obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, Collateral, Right to Reclaim Cash | 0 | 0 |
Catalyst lease obligations | 36,436 | 31,802 |
Catalyst lease obligations [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Catalyst lease obligations | 0 | 0 |
Catalyst lease obligations [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Catalyst lease obligations | 36,436 | 31,802 |
Catalyst lease obligations [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Catalyst lease obligations | 0 | 0 |
Commodity contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 26,175 | 52,482 |
Derivative, Collateral, Right to Reclaim Cash | (26,175) | (52,482) |
Derivative Liability | 0 | 0 |
Commodity contract [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 21,690 | |
Derivative Liability | 49,960 | |
Commodity contract [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 4,485 | |
Derivative Liability | 2,522 | |
Commodity contract [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 0 | |
Derivative Liability | 0 | |
Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 25,005 | 631,280 |
Money market funds [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 25,005 | 631,280 |
Money market funds [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Money market funds [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Commodity contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 40,630 | 98,609 |
Derivative assets, Effect of Counter-party Netting | (26,175) | (52,482) |
Derivative assets, Net Carrying Value on Balance Sheet | 14,455 | 46,127 |
Commodity contract [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 17,039 | |
Derivative assets, Net Carrying Value on Balance Sheet | 63,810 | |
Commodity contract [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 23,098 | |
Derivative assets, Net Carrying Value on Balance Sheet | 31,256 | |
Commodity contract [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 493 | |
Derivative assets, Net Carrying Value on Balance Sheet | 3,543 | |
Derivatives included with intermediation agreement obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 9,338 | 35,511 |
Derivative assets, Effect of Counter-party Netting | 0 | 0 |
Derivative assets, Net Carrying Value on Balance Sheet | 9,338 | 35,511 |
Derivatives included with intermediation agreement obligations [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 0 | |
Derivative assets, Net Carrying Value on Balance Sheet | 0 | |
Derivatives included with intermediation agreement obligations [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 9,338 | |
Derivative assets, Net Carrying Value on Balance Sheet | 35,511 | |
Derivatives included with intermediation agreement obligations [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | $ 0 | |
Derivative assets, Net Carrying Value on Balance Sheet | $ 0 |
FAIR VALUE MEASUREMENTS (Change
FAIR VALUE MEASUREMENTS (Change in Fair Value at Level 3) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward] | ||||
Transfers into Level 3 | $ 0 | $ 0 | ||
Commodity Contract [Member] | ||||
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward] | ||||
Balance at beginning of period | $ 1,915,000 | $ 9,678,000 | 3,543,000 | 1,521,000 |
Purchases | 0 | 0 | 0 | 0 |
Settlements | (746,000) | (10,111,000) | (1,003,000) | (11,311,000) |
Unrealized loss included in earnings | (676,000) | 2,338,000 | (2,047,000) | 11,695,000 |
Transfers into Level 3 | 0 | 0 | 0 | 0 |
Transfers out of Level 3 | 0 | 0 | 0 | 0 |
Balance at end of period | $ 493,000 | $ 1,905,000 | $ 493,000 | $ 1,905,000 |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value and Carrying Value of Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying value | $ 1,817,200 | $ 1,268,937 |
Long-term debt, Fair value | 1,835,324 | 1,297,991 |
Current portion of long-term debt | 0 | 0 |
Long-Term Debt And Capital Lease Obligations, Current, Fair Value Disclosure | 0 | 0 |
Unamortized Debt Issuance Expense | 28,330 | 32,217 |
Long-term debt | 1,788,870 | 1,236,720 |
Long-term debt, excluding current maturities, Fair value | 1,835,324 | 1,297,991 |
Senior secured notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying value | 670,243 | 669,644 |
Long-term debt, Fair value | 704,783 | 706,246 |
Long-term Line of Credit | 550,000 | 0 |
Lines of Credit, Fair Value Disclosure | 550,000 | 0 |
2023 Senior Secured Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, Fair value | 483,584 | 492,452 |
Long-term debt | 500,000 | 500,000 |
Rail Facility [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Line of Credit | 60,521 | 67,491 |
Lines of Credit, Fair Value Disclosure | 60,521 | 67,491 |
Catalyst lease [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying value | 36,436 | 31,802 |
Long-term debt, Fair value | $ 36,436 | $ 31,802 |
DERIVATIVES (Narrative) (Detail
DERIVATIVES (Narrative) (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($)bbl | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)bbl | Jun. 30, 2015USD ($) | Dec. 31, 2015bbl | |
Derivative [Line Items] | |||||
Loss on fair value hedge ineffectiveness | $ | $ 0 | $ 0 | $ 0 | $ 0 | |
Crude Oil and Feedstock Inventory [Member] | Not Designated as Hedging Instrument [Member] | |||||
Derivative [Line Items] | |||||
Derivative, notional amount, volume | 0 | 0 | 0 | ||
Crude Oil and Feedstock Inventory [Member] | Fair Value Hedging [Member] | Designated as Hedging Instrument [Member] | |||||
Derivative [Line Items] | |||||
Derivative, notional amount, volume | 0 | 0 | 0 | ||
Intermediates and Refined Products Inventory [Member] | Not Designated as Hedging Instrument [Member] | |||||
Derivative [Line Items] | |||||
Derivative, notional amount, volume | 0 | 0 | 0 | ||
Intermediates and Refined Products Inventory [Member] | Fair Value Hedging [Member] | |||||
Derivative [Line Items] | |||||
Derivative, notional amount, volume | 3,300,487 | 3,300,487 | 3,776,011 | ||
Crude Oil Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | |||||
Derivative [Line Items] | |||||
Derivative, notional amount, volume | 30,486,500 | 30,486,500 | 39,577,000 | ||
Refined Product Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | |||||
Derivative [Line Items] | |||||
Derivative, notional amount, volume | 5,857,000 | 5,857,000 | 4,599,136 |
DERIVATIVES (Fair Value of Deri
DERIVATIVES (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | Accrued Expenses [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset/(Liability) | $ 9,338 | $ 35,511 |
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accounts Receivable [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset/(Liability) | $ 14,455 | $ 46,127 |
DERIVATIVES (Gain (Loss) Recogn
DERIVATIVES (Gain (Loss) Recognized in Income) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) on Fair Value Hedge Ineffectiveness, Net | $ 0 | $ 0 | $ 0 | $ 0 |
Designated as Hedging Instrument [Member] | Inventory Supply Arrangement Obligation [Member] | Cost of Sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in Income on Derivatives | (1,808,000) | (4,629,000) | ||
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | Cost of Sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in Income on Derivatives | 8,973,000 | (20,888,000) | (26,172,000) | (84,574,000) |
Designated as Hedging Instrument [Member] | Crude Oil and Feedstock Inventory [Member] | Cost of Sales [Member] | Fair Value Hedging [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in Income on Derivatives | 1,808,000 | 4,629,000 | ||
Designated as Hedging Instrument [Member] | Intermediates and Refined Products Inventory [Member] | Cost of Sales [Member] | Fair Value Hedging [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in Income on Derivatives | (8,973,000) | 20,888,000 | 26,172,000 | 84,574,000 |
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Cost of Sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in Income on Derivatives | $ (19,134,000) | $ (3,969,000) | $ (39,087,000) | $ (45,097,000) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jul. 29, 2016 | Jul. 15, 2016 | Jul. 01, 2016 | Sep. 30, 2016 | Jun. 30, 2016 |
Subsequent Event [Line Items] | |||||
Repayments of Debt | $ 6,970,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Business Combination, Consideration Transferred | $ 537,500,000 | ||||
Business Combination, Estimated Inventory And Working Capital Acquire | 460,934,000 | ||||
Repayments of Debt | $ 20,000,000 | ||||
Related Party Transaction, Estimated Annual Salaries and Benefits Costs Reimbursable | $ 1,000,000 | ||||
PBF Energy [Member] | Subsequent Event [Member] | Class A Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividends declared per share | $ 0.3 | ||||
Expected capital distributions | $ 30,839,000 | ||||
PBF Logistics LP [Member] | Scenario, Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Purchase Agreement, interest to be sold | 50.00% | ||||
Purchase Agreement, consideration to be paid | $ 175,000,000 | ||||
Purchase Agreement, closing period | 30 days |
CONDENSED CONSOLIDATING FINAN50
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2016 | |
PBF Services Company [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
Delaware City Refining Company LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
Delaware Pipeline Company LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
PBF Power Marketing LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
Paulsboro Refining Company LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
Paulsboro Natural Gas Pipeline Company LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
Toledo Refining Company LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
Investments LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
CONDENSED CONSOLIDATING FINAN51
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Balance Sheet) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 1,310,230 | $ 914,749 | $ 435,574 | $ 218,403 |
Accounts receivable | 645,404 | 454,759 | ||
Accounts receivable - affiliate | 3,850 | 3,438 | ||
Inventories | 1,308,536 | 1,174,272 | ||
Prepaid expense and other current assets | 50,123 | 33,701 | ||
Due from related party | 0 | 0 | ||
Total current assets | 3,318,143 | 2,580,919 | ||
Property, plant and equipment, net | 2,262,027 | 2,211,090 | ||
Investment in subsidiaries | 0 | 0 | ||
Deferred charges and other assets, net | 370,429 | 290,713 | ||
Due from related party - long term | 0 | |||
Total assets | 5,950,599 | 5,082,722 | ||
Current liabilities: | ||||
Accounts payable | 373,485 | 314,843 | ||
Accounts payable - affiliate | 21,904 | 23,949 | ||
Accrued expenses | 1,303,771 | 1,117,435 | ||
Current portion of long-term debt | 0 | 0 | ||
Deferred tax liabilities | 26,888 | 0 | ||
Deferred revenue | 7,810 | 4,043 | ||
Due to related parties | 0 | 0 | ||
Total current liabilities | 1,733,858 | 1,460,270 | ||
Delaware Economic Development Authority loan | 4,000 | 4,000 | ||
Long-term debt | 1,788,870 | 1,236,720 | ||
Affiliate notes payable | 470,165 | 470,047 | ||
Deferred tax liabilities | 25,721 | 20,577 | ||
Other long-term liabilities | 78,564 | 69,824 | ||
Due to related party - long term | 0 | |||
Total liabilities | 4,101,178 | 3,261,438 | ||
Commitments and contingencies | ||||
Equity: | ||||
Member's equity | 1,489,892 | 1,479,175 | ||
Retained earnings (accumulated deficit) | 370,616 | 349,654 | ||
Accumulated other comprehensive loss | (23,733) | (24,770) | ||
Total PBF Holding Company LLC equity | 1,836,775 | 1,804,059 | ||
Noncontrolling interest | 12,646 | 17,225 | ||
Total equity | 1,849,421 | 1,821,284 | ||
Total liabilities and equity | 5,950,599 | 5,082,722 | ||
Issuer [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 1,257,959 | 882,820 | 409,502 | 185,381 |
Accounts receivable | 621,054 | 430,809 | ||
Accounts receivable - affiliate | 1,574 | 917 | ||
Inventories | 717,615 | 608,646 | ||
Prepaid expense and other current assets | 28,498 | 24,243 | ||
Due from related party | 21,965,189 | 20,236,649 | ||
Total current assets | 24,591,889 | 22,184,084 | ||
Property, plant and equipment, net | 33,930 | 25,240 | ||
Investment in subsidiaries | 1,051,658 | 1,740,111 | ||
Deferred charges and other assets, net | 28,613 | 23,973 | ||
Due from related party - long term | 0 | |||
Total assets | 25,706,090 | 23,973,408 | ||
Current liabilities: | ||||
Accounts payable | 277,287 | 196,988 | ||
Accounts payable - affiliate | 21,904 | 23,949 | ||
Accrued expenses | 678,777 | 503,179 | ||
Deferred tax liabilities | 0 | |||
Deferred revenue | 7,810 | 4,043 | ||
Due to related parties | 20,680,061 | 19,787,807 | ||
Total current liabilities | 21,665,839 | 20,515,966 | ||
Delaware Economic Development Authority loan | 0 | 0 | ||
Long-term debt | 1,692,266 | 1,137,980 | ||
Affiliate notes payable | 470,165 | 470,047 | ||
Deferred tax liabilities | 0 | 0 | ||
Other long-term liabilities | 28,399 | 28,131 | ||
Due to related party - long term | 0 | |||
Total liabilities | 23,856,669 | 22,152,124 | ||
Commitments and contingencies | ||||
Equity: | ||||
Member's equity | 1,489,892 | 1,479,175 | ||
Retained earnings (accumulated deficit) | 370,616 | 349,654 | ||
Accumulated other comprehensive loss | (23,733) | (24,770) | ||
Total PBF Holding Company LLC equity | 1,836,775 | 1,804,059 | ||
Noncontrolling interest | 12,646 | 17,225 | ||
Total equity | 1,849,421 | 1,821,284 | ||
Total liabilities and equity | 25,706,090 | 23,973,408 | ||
Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 20,922 | 6,236 | 529 | 704 |
Accounts receivable | 4,973 | 11,057 | ||
Accounts receivable - affiliate | 2,276 | 2,521 | ||
Inventories | 391,386 | 363,151 | ||
Prepaid expense and other current assets | 21,437 | 9,074 | ||
Due from related party | 21,002,264 | 20,547,503 | ||
Total current assets | 21,443,258 | 20,939,542 | ||
Property, plant and equipment, net | 2,015,974 | 1,960,066 | ||
Investment in subsidiaries | 118,982 | 143,349 | ||
Deferred charges and other assets, net | 340,316 | 265,240 | ||
Due from related party - long term | 0 | |||
Total assets | 23,918,530 | 23,308,197 | ||
Current liabilities: | ||||
Accounts payable | 88,947 | 113,564 | ||
Accounts payable - affiliate | 0 | 0 | ||
Accrued expenses | 515,662 | 495,842 | ||
Deferred tax liabilities | 0 | |||
Deferred revenue | 0 | 0 | ||
Due to related parties | 22,279,141 | 21,026,310 | ||
Total current liabilities | 22,883,750 | 21,635,716 | ||
Delaware Economic Development Authority loan | 4,000 | 4,000 | ||
Long-term debt | 36,364 | 31,717 | ||
Affiliate notes payable | 0 | 0 | ||
Deferred tax liabilities | 0 | 0 | ||
Other long-term liabilities | 50,165 | 41,693 | ||
Due to related party - long term | 20,577 | |||
Total liabilities | 22,974,279 | 21,733,703 | ||
Commitments and contingencies | ||||
Equity: | ||||
Member's equity | 1,076,840 | 1,062,717 | ||
Retained earnings (accumulated deficit) | (136,999) | 502,788 | ||
Accumulated other comprehensive loss | (8,236) | (8,236) | ||
Total PBF Holding Company LLC equity | 931,605 | 1,557,269 | ||
Noncontrolling interest | 12,646 | 17,225 | ||
Total equity | 944,251 | 1,574,494 | ||
Total liabilities and equity | 23,918,530 | 23,308,197 | ||
Non-Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 32,694 | 28,968 | 26,511 | 34,334 |
Accounts receivable | 19,377 | 12,893 | ||
Accounts receivable - affiliate | 0 | 0 | ||
Inventories | 199,535 | 202,475 | ||
Prepaid expense and other current assets | 188 | 384 | ||
Due from related party | 3,889,446 | 3,262,382 | ||
Total current assets | 4,141,240 | 3,507,102 | ||
Property, plant and equipment, net | 212,123 | 225,784 | ||
Investment in subsidiaries | 0 | 0 | ||
Deferred charges and other assets, net | 1,500 | 1,500 | ||
Due from related party - long term | 20,577 | |||
Total assets | 4,354,863 | 3,754,963 | ||
Current liabilities: | ||||
Accounts payable | 8,596 | 7,566 | ||
Accounts payable - affiliate | 0 | 0 | ||
Accrued expenses | 109,332 | 118,414 | ||
Deferred tax liabilities | 26,888 | |||
Deferred revenue | 0 | 0 | ||
Due to related parties | 3,897,697 | 3,232,417 | ||
Total current liabilities | 4,042,513 | 3,358,397 | ||
Delaware Economic Development Authority loan | 0 | 0 | ||
Long-term debt | 60,240 | 67,023 | ||
Affiliate notes payable | 0 | 0 | ||
Deferred tax liabilities | 25,721 | 20,577 | ||
Other long-term liabilities | 0 | 0 | ||
Due to related party - long term | 0 | |||
Total liabilities | 4,128,474 | 3,445,997 | ||
Commitments and contingencies | ||||
Equity: | ||||
Member's equity | 145,530 | 182,696 | ||
Retained earnings (accumulated deficit) | 80,859 | 126,270 | ||
Accumulated other comprehensive loss | 0 | 0 | ||
Total PBF Holding Company LLC equity | 226,389 | 308,966 | ||
Noncontrolling interest | 0 | 0 | ||
Total equity | 226,389 | 308,966 | ||
Total liabilities and equity | 4,354,863 | 3,754,963 | ||
Combining and Consolidated Adjustments [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | (1,345) | (3,275) | $ (968) | $ (2,016) |
Accounts receivable | 0 | 0 | ||
Accounts receivable - affiliate | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expense and other current assets | 0 | 0 | ||
Due from related party | (46,856,899) | (44,046,534) | ||
Total current assets | (46,858,244) | (44,049,809) | ||
Property, plant and equipment, net | 0 | 0 | ||
Investment in subsidiaries | (1,170,640) | (1,883,460) | ||
Deferred charges and other assets, net | 0 | 0 | ||
Due from related party - long term | (20,577) | |||
Total assets | (48,028,884) | (45,953,846) | ||
Current liabilities: | ||||
Accounts payable | (1,345) | (3,275) | ||
Accounts payable - affiliate | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Deferred tax liabilities | 0 | |||
Deferred revenue | 0 | 0 | ||
Due to related parties | (46,856,899) | (44,046,534) | ||
Total current liabilities | (46,858,244) | (44,049,809) | ||
Delaware Economic Development Authority loan | 0 | 0 | ||
Long-term debt | 0 | 0 | ||
Affiliate notes payable | 0 | 0 | ||
Deferred tax liabilities | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Due to related party - long term | (20,577) | |||
Total liabilities | (46,858,244) | (44,070,386) | ||
Commitments and contingencies | ||||
Equity: | ||||
Member's equity | (1,222,370) | (1,245,413) | ||
Retained earnings (accumulated deficit) | 56,140 | (629,058) | ||
Accumulated other comprehensive loss | 8,236 | 8,236 | ||
Total PBF Holding Company LLC equity | (1,157,994) | (1,866,235) | ||
Noncontrolling interest | (12,646) | (17,225) | ||
Total equity | (1,170,640) | (1,883,460) | ||
Total liabilities and equity | $ (48,028,884) | $ (45,953,846) |
CONDENSED CONSOLIDATING FINAN52
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Statement of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | $ 3,855,773 | $ 3,550,664 | $ 6,655,958 | $ 6,545,800 |
Costs and expenses: | ||||
Cost of sales, excluding depreciation | 3,284,748 | 3,026,975 | 5,730,731 | 5,556,015 |
Operating expenses, excluding depreciation | 271,539 | 192,150 | 568,178 | 425,527 |
General and administrative expenses | 38,091 | 35,783 | 71,360 | 68,313 |
Gain on sale of asset | 3,222 | (632) | 3,222 | (991) |
Depreciation and amortization expense | 48,919 | 47,015 | 103,212 | 93,274 |
Total cost and expenses | 3,646,519 | 3,301,291 | 6,476,703 | 6,142,138 |
Income from operations | 209,254 | 249,373 | 179,255 | 403,662 |
Other (expenses) income | ||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Change in fair value of catalyst leases | (1,748) | 1,949 | (4,633) | 3,988 |
Interest expense, net | (31,279) | (22,955) | (64,550) | (44,027) |
Income before income taxes | 176,227 | 228,367 | 110,072 | 363,623 |
Income tax expense (benefit) | (5,277) | 0 | 26,996 | 0 |
Net income | 181,504 | 228,367 | 83,076 | 363,623 |
Less: net income attributable to noncontrolling interests | 90 | 0 | 393 | 0 |
Net income attributable to PBF Holding Company LLC | 181,414 | 228,367 | 82,683 | 363,623 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 181,829 | 228,692 | 83,720 | 364,419 |
Guarantor Subsidiaries [Member] | ||||
Revenues | 95,163 | 275,743 | 144,782 | 536,576 |
Costs and expenses: | ||||
Cost of sales, excluding depreciation | 39,483 | 234,226 | 103,453 | 572,883 |
Operating expenses, excluding depreciation | 268,608 | 196,557 | 562,642 | 429,462 |
General and administrative expenses | 9,209 | 3,639 | 16,060 | 9,160 |
Gain on sale of asset | 24 | (232) | 24 | (233) |
Depreciation and amortization expense | 45,780 | 43,913 | 96,522 | 86,676 |
Total cost and expenses | 363,104 | 478,103 | 778,701 | 1,097,948 |
Income from operations | (267,941) | (202,360) | (633,919) | (561,372) |
Other (expenses) income | ||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Change in fair value of catalyst leases | (1,748) | 1,949 | (4,633) | 3,988 |
Interest expense, net | (484) | (1,372) | (842) | (3,065) |
Income before income taxes | (270,173) | (201,783) | (639,394) | (560,449) |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Net income | (270,173) | (201,783) | (639,394) | (560,449) |
Less: net income attributable to noncontrolling interests | 90 | 0 | 393 | 0 |
Net income attributable to PBF Holding Company LLC | (270,263) | (201,783) | (639,787) | (560,449) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (270,263) | (201,783) | (639,787) | (560,449) |
Non-Guarantor Subsidiaries [Member] | ||||
Revenues | 339,721 | 330,048 | 660,441 | 828,651 |
Costs and expenses: | ||||
Cost of sales, excluding depreciation | 358,297 | 341,070 | 666,992 | 797,147 |
Operating expenses, excluding depreciation | 2,959 | 119 | 5,936 | (215) |
General and administrative expenses | 273 | (502) | (2,006) | 825 |
Gain on sale of asset | 3,198 | (400) | 3,198 | (577) |
Depreciation and amortization expense | 1,760 | 596 | 3,614 | 1,050 |
Total cost and expenses | 366,487 | 340,883 | 677,734 | 798,230 |
Income from operations | (26,766) | (10,835) | (17,293) | 30,421 |
Other (expenses) income | ||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Change in fair value of catalyst leases | 0 | 0 | 0 | 0 |
Interest expense, net | (550) | (850) | (1,122) | (1,578) |
Income before income taxes | (27,316) | (11,685) | (18,415) | 28,843 |
Income tax expense (benefit) | (5,277) | 0 | 26,996 | 0 |
Net income | (22,039) | (11,685) | (45,411) | 28,843 |
Less: net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to PBF Holding Company LLC | (22,039) | (11,685) | (45,411) | 28,843 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (22,039) | (11,685) | (45,411) | 28,843 |
Issuer [Member] | ||||
Revenues | 3,834,460 | 3,529,849 | 6,630,376 | 6,522,006 |
Costs and expenses: | ||||
Cost of sales, excluding depreciation | 3,300,539 | 3,036,655 | 5,739,927 | 5,527,418 |
Operating expenses, excluding depreciation | (28) | (4,526) | (400) | (3,720) |
General and administrative expenses | 28,609 | 32,646 | 57,306 | 58,328 |
Gain on sale of asset | 0 | 0 | 0 | (181) |
Depreciation and amortization expense | 1,379 | 2,506 | 3,076 | 5,548 |
Total cost and expenses | 3,330,499 | 3,067,281 | 5,799,909 | 5,587,393 |
Income from operations | 503,961 | 462,568 | 830,467 | 934,613 |
Other (expenses) income | ||||
Equity in earnings of subsidiaries | (292,212) | (213,468) | (684,805) | (531,606) |
Change in fair value of catalyst leases | 0 | 0 | 0 | 0 |
Interest expense, net | (30,245) | (20,733) | (62,586) | (39,384) |
Income before income taxes | 181,504 | 228,367 | 83,076 | 363,623 |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Net income | 181,504 | 228,367 | 83,076 | 363,623 |
Less: net income attributable to noncontrolling interests | 90 | 0 | 393 | 0 |
Net income attributable to PBF Holding Company LLC | 181,414 | 228,367 | 82,683 | 363,623 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 181,829 | 228,692 | 83,720 | 364,419 |
Combining and Consolidated Adjustments [Member] | ||||
Revenues | (413,571) | (584,976) | (779,641) | (1,341,433) |
Costs and expenses: | ||||
Cost of sales, excluding depreciation | (413,571) | (584,976) | (779,641) | (1,341,433) |
Operating expenses, excluding depreciation | 0 | 0 | 0 | 0 |
General and administrative expenses | 0 | 0 | 0 | 0 |
Gain on sale of asset | 0 | 0 | 0 | 0 |
Depreciation and amortization expense | 0 | 0 | 0 | 0 |
Total cost and expenses | (413,571) | (584,976) | (779,641) | (1,341,433) |
Income from operations | 0 | 0 | 0 | 0 |
Other (expenses) income | ||||
Equity in earnings of subsidiaries | 292,212 | 213,468 | 684,805 | 531,606 |
Change in fair value of catalyst leases | 0 | 0 | 0 | 0 |
Interest expense, net | 0 | 0 | 0 | 0 |
Income before income taxes | 292,212 | 213,468 | 684,805 | 531,606 |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Net income | 292,212 | 213,468 | 684,805 | 531,606 |
Less: net income attributable to noncontrolling interests | (90) | 0 | (393) | 0 |
Net income attributable to PBF Holding Company LLC | 292,302 | 213,468 | 685,198 | 531,606 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 292,302 | $ 213,468 | $ 685,198 | $ 531,606 |
CONDENSED CONSOLIDATING FINAN53
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Statement of Cash Flows) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||||
Net income | $ 181,504 | $ 228,367 | $ 83,076 | $ 363,623 |
Adjustments to reconcile net income to net cash from operating activities: | ||||
Depreciation and amortization | 107,945 | 97,378 | ||
Stock-based compensation | 9,999 | 3,781 | ||
Change in fair value of catalyst lease obligations | 4,633 | (3,988) | ||
Deferred income taxes | 27,060 | 0 | ||
Change in non-cash lower of cost or market inventory adjustment | (216,843) | (127,166) | ||
Non-cash change in inventory repurchase obligations | 26,172 | 89,203 | ||
Pension and other post retirement benefit costs | 15,355 | 12,893 | ||
Gain (Loss) on Disposition of Property Plant Equipment | 3,222 | (991) | ||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (190,645) | 11,042 | ||
Due to/from affiliates | (2,457) | 10,095 | ||
Inventories | 82,579 | (84,619) | ||
Prepaid expense and other current assets | (16,422) | 3,874 | ||
Accounts payable | 58,642 | 18,534 | ||
Accrued expenses | 164,247 | (99,392) | ||
Deferred revenue | 3,767 | 5,991 | ||
Other assets and liabilities | (12,522) | (4,954) | ||
Net cash provided by operations | 147,808 | 295,304 | ||
Cash flows from investing activities: | ||||
Expenditures for property, plant and equipment | (110,035) | (224,046) | ||
Expenditures for deferred turnaround costs | (106,649) | (22,918) | ||
Expenditures for other assets | (21,325) | (5,424) | ||
Investment in subsidiary | 0 | 0 | ||
Chalmette Acquisition working capital settlement | (2,659) | 0 | ||
Proceeds from sale of assets | 6,860 | 138,131 | ||
Net cash used in investing activities | (233,808) | (114,257) | ||
Cash flows from financing activities: | ||||
Distribution to Parent | 0 | |||
Distribution to members | (61,667) | 0 | ||
Proceeds from affiliate notes payable | 635 | 30,000 | ||
Repayment of affiliate notes payable | (517) | 0 | ||
Proceeds from revolver borrowings | 550,000 | 0 | ||
Proceeds from Issuance of Other Long-term Debt | 70,750 | |||
Repayments of Debt | (6,970) | |||
Net cash provided by financing activities | 481,481 | 36,124 | ||
Proceeds from members' capital contributions | 0 | |||
Repayments of Rail Facility revolver borrowings | (6,970) | (64,626) | ||
Net increase in cash and cash equivalents | 395,481 | 217,171 | ||
Cash and equivalents, beginning of period | 914,749 | 218,403 | ||
Cash and equivalents, end of period | 1,310,230 | 435,574 | 1,310,230 | 435,574 |
Issuer [Member] | ||||
Cash flows from operating activities: | ||||
Net income | 181,504 | 228,367 | 83,076 | 363,623 |
Adjustments to reconcile net income to net cash from operating activities: | ||||
Depreciation and amortization | 7,405 | 9,154 | ||
Stock-based compensation | 0 | 0 | ||
Change in fair value of catalyst lease obligations | 0 | 0 | ||
Deferred income taxes | 0 | |||
Change in non-cash lower of cost or market inventory adjustment | (200,063) | (164,867) | ||
Non-cash change in inventory repurchase obligations | 0 | 0 | ||
Pension and other post retirement benefit costs | 3,464 | 3,969 | ||
Gain (Loss) on Disposition of Property Plant Equipment | 0 | (181) | ||
Equity in earnings of subsidiaries | 292,212 | 213,468 | 684,805 | 531,606 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (190,245) | 15,287 | ||
Due to/from affiliates | (838,988) | (554,250) | ||
Inventories | 91,094 | 87,556 | ||
Prepaid expense and other current assets | (4,255) | 5,173 | ||
Accounts payable | 80,299 | 47,715 | ||
Accrued expenses | 175,598 | (37,550) | ||
Deferred revenue | 3,767 | 5,991 | ||
Other assets and liabilities | (10,304) | 1,155 | ||
Net cash provided by operations | (114,347) | 314,381 | ||
Cash flows from investing activities: | ||||
Expenditures for property, plant and equipment | (11,765) | (166,857) | ||
Expenditures for deferred turnaround costs | 0 | 0 | ||
Expenditures for other assets | 0 | 0 | ||
Investment in subsidiary | 12,800 | 5,000 | ||
Chalmette Acquisition working capital settlement | 0 | |||
Proceeds from sale of assets | 0 | 41,597 | ||
Net cash used in investing activities | 1,035 | (120,260) | ||
Cash flows from financing activities: | ||||
Distribution to Parent | 0 | |||
Distribution to members | (61,667) | 0 | ||
Proceeds from affiliate notes payable | 635 | 30,000 | ||
Repayment of affiliate notes payable | (517) | |||
Proceeds from revolver borrowings | 550,000 | |||
Proceeds from Issuance of Other Long-term Debt | 0 | |||
Repayments of Debt | 0 | |||
Net cash provided by financing activities | 488,451 | 30,000 | ||
Proceeds from members' capital contributions | 0 | |||
Repayments of Rail Facility revolver borrowings | 0 | |||
Net increase in cash and cash equivalents | 375,139 | 224,121 | ||
Cash and equivalents, beginning of period | 882,820 | 185,381 | ||
Cash and equivalents, end of period | 1,257,959 | 409,502 | 1,257,959 | 409,502 |
Guarantor Subsidiaries [Member] | ||||
Cash flows from operating activities: | ||||
Net income | (270,173) | (201,783) | (639,394) | (560,449) |
Adjustments to reconcile net income to net cash from operating activities: | ||||
Depreciation and amortization | 96,645 | 86,689 | ||
Stock-based compensation | 9,999 | 3,781 | ||
Change in fair value of catalyst lease obligations | 4,633 | (3,988) | ||
Deferred income taxes | 0 | |||
Change in non-cash lower of cost or market inventory adjustment | (16,780) | 37,701 | ||
Non-cash change in inventory repurchase obligations | 26,172 | 89,203 | ||
Pension and other post retirement benefit costs | 11,891 | 8,924 | ||
Gain (Loss) on Disposition of Property Plant Equipment | 24 | (233) | ||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 6,084 | 23,235 | ||
Due to/from affiliates | 798,315 | 548,558 | ||
Inventories | (11,455) | (105,460) | ||
Prepaid expense and other current assets | (12,365) | (1,299) | ||
Accounts payable | (24,617) | (26,414) | ||
Accrued expenses | (2,269) | (9,046) | ||
Deferred revenue | 0 | 0 | ||
Other assets and liabilities | (3,305) | (5,846) | ||
Net cash provided by operations | 243,578 | 85,356 | ||
Cash flows from investing activities: | ||||
Expenditures for property, plant and equipment | (98,259) | (57,189) | ||
Expenditures for deferred turnaround costs | (106,649) | (22,918) | ||
Expenditures for other assets | (21,325) | (5,424) | ||
Investment in subsidiary | 0 | 0 | ||
Chalmette Acquisition working capital settlement | (2,659) | |||
Proceeds from sale of assets | 0 | 0 | ||
Net cash used in investing activities | (228,892) | (85,531) | ||
Cash flows from financing activities: | ||||
Distribution to Parent | 0 | |||
Distribution to members | 0 | 0 | ||
Proceeds from affiliate notes payable | 0 | 0 | ||
Repayment of affiliate notes payable | 0 | |||
Proceeds from revolver borrowings | 0 | |||
Proceeds from Issuance of Other Long-term Debt | 0 | |||
Repayments of Debt | 0 | |||
Net cash provided by financing activities | 0 | 0 | ||
Proceeds from members' capital contributions | 0 | |||
Repayments of Rail Facility revolver borrowings | 0 | |||
Net increase in cash and cash equivalents | 14,686 | (175) | ||
Cash and equivalents, beginning of period | 6,236 | 704 | ||
Cash and equivalents, end of period | 20,922 | 529 | 20,922 | 529 |
Non-Guarantor Subsidiaries [Member] | ||||
Cash flows from operating activities: | ||||
Net income | (22,039) | (11,685) | (45,411) | 28,843 |
Adjustments to reconcile net income to net cash from operating activities: | ||||
Depreciation and amortization | 3,895 | 1,535 | ||
Stock-based compensation | 0 | 0 | ||
Change in fair value of catalyst lease obligations | 0 | 0 | ||
Deferred income taxes | 27,060 | |||
Change in non-cash lower of cost or market inventory adjustment | 0 | 0 | ||
Non-cash change in inventory repurchase obligations | 0 | 0 | ||
Pension and other post retirement benefit costs | 0 | 0 | ||
Gain (Loss) on Disposition of Property Plant Equipment | 3,198 | (577) | ||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (6,484) | (27,480) | ||
Due to/from affiliates | 38,216 | 15,787 | ||
Inventories | 2,940 | (66,715) | ||
Prepaid expense and other current assets | 198 | 0 | ||
Accounts payable | 1,030 | (3,815) | ||
Accrued expenses | (9,082) | (52,796) | ||
Deferred revenue | 0 | 0 | ||
Other assets and liabilities | 1,087 | (263) | ||
Net cash provided by operations | 16,647 | (105,481) | ||
Cash flows from investing activities: | ||||
Expenditures for property, plant and equipment | (11) | 0 | ||
Expenditures for deferred turnaround costs | 0 | 0 | ||
Expenditures for other assets | 0 | 0 | ||
Investment in subsidiary | 0 | 0 | ||
Chalmette Acquisition working capital settlement | 0 | |||
Proceeds from sale of assets | 6,860 | 96,534 | ||
Net cash used in investing activities | 6,849 | 96,534 | ||
Cash flows from financing activities: | ||||
Distribution to Parent | (12,800) | |||
Distribution to members | 0 | (10,000) | ||
Proceeds from affiliate notes payable | 0 | 0 | ||
Repayment of affiliate notes payable | 0 | |||
Proceeds from revolver borrowings | 0 | |||
Proceeds from Issuance of Other Long-term Debt | 70,750 | |||
Repayments of Debt | (6,970) | |||
Net cash provided by financing activities | (19,770) | 1,124 | ||
Proceeds from members' capital contributions | 5,000 | |||
Repayments of Rail Facility revolver borrowings | (64,626) | |||
Net increase in cash and cash equivalents | 3,726 | (7,823) | ||
Cash and equivalents, beginning of period | 28,968 | 34,334 | ||
Cash and equivalents, end of period | 32,694 | 26,511 | 32,694 | 26,511 |
Combining and Consolidated Adjustments [Member] | ||||
Cash flows from operating activities: | ||||
Net income | 292,212 | 213,468 | 684,805 | 531,606 |
Adjustments to reconcile net income to net cash from operating activities: | ||||
Depreciation and amortization | 0 | 0 | ||
Stock-based compensation | 0 | 0 | ||
Change in fair value of catalyst lease obligations | 0 | 0 | ||
Deferred income taxes | 0 | |||
Change in non-cash lower of cost or market inventory adjustment | 0 | 0 | ||
Non-cash change in inventory repurchase obligations | 0 | 0 | ||
Pension and other post retirement benefit costs | 0 | 0 | ||
Gain (Loss) on Disposition of Property Plant Equipment | 0 | 0 | ||
Equity in earnings of subsidiaries | (292,212) | (213,468) | (684,805) | (531,606) |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 0 | 0 | ||
Due to/from affiliates | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expense and other current assets | 0 | 0 | ||
Accounts payable | 1,930 | 1,048 | ||
Accrued expenses | 0 | 0 | ||
Deferred revenue | 0 | 0 | ||
Other assets and liabilities | 0 | 0 | ||
Net cash provided by operations | 1,930 | 1,048 | ||
Cash flows from investing activities: | ||||
Expenditures for property, plant and equipment | 0 | 0 | ||
Expenditures for deferred turnaround costs | 0 | 0 | ||
Expenditures for other assets | 0 | 0 | ||
Investment in subsidiary | (12,800) | (5,000) | ||
Chalmette Acquisition working capital settlement | 0 | |||
Proceeds from sale of assets | 0 | 0 | ||
Net cash used in investing activities | (12,800) | (5,000) | ||
Cash flows from financing activities: | ||||
Distribution to Parent | 12,800 | |||
Distribution to members | 0 | 10,000 | ||
Proceeds from affiliate notes payable | 0 | 0 | ||
Repayment of affiliate notes payable | 0 | |||
Proceeds from revolver borrowings | 0 | |||
Proceeds from Issuance of Other Long-term Debt | 0 | |||
Repayments of Debt | 0 | |||
Net cash provided by financing activities | 12,800 | 5,000 | ||
Proceeds from members' capital contributions | (5,000) | |||
Repayments of Rail Facility revolver borrowings | 0 | |||
Net increase in cash and cash equivalents | 1,930 | 1,048 | ||
Cash and equivalents, beginning of period | (3,275) | (2,016) | ||
Cash and equivalents, end of period | $ (1,345) | $ (968) | $ (1,345) | $ (968) |