CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [Abstract] | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS Delaware City Logistics Company LLC, Delaware Pipeline Company LLC, Delaware City Terminaling Company LLC, Toledo Terminaling Company LLC, PLPT, PBFX Op Co, TVPC and PNGPC serve as guarantors of the obligations under the 2023 Notes. These guarantees are full and unconditional and joint and several. For purposes of the following footnote, the Partnership is referred to as “Issuer.” The indenture dated May 12, 2015, among the Partnership, PBF Logistics Finance, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, governs subsidiaries designated as “Guarantor Subsidiaries.” The 2023 Notes were co-issued by PBF Logistics Finance. For purposes of the following footnote, PBF Logistics 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, 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’ investment in its subsidiaries are accounted for under the equity method of accounting. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 26,354 $ 24,700 $ — $ — $ 51,054 Marketable securities - current — — — — — Accounts receivable - affiliates 96 31,313 — — 31,409 Accounts receivable — 1,882 — — 1,882 Prepaid expenses and other current assets 950 1,399 — — 2,349 Due from related parties 23,548 295,659 — (319,207 ) — Total current assets 50,948 354,953 — (319,207 ) 86,694 Property, plant and equipment, net — 664,431 — — 664,431 Other non-current assets — 30 — — 30 Investment in subsidiaries 771,848 — — (771,848 ) — Total assets $ 822,796 $ 1,019,414 $ — $ (1,091,055 ) $ 751,155 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 9,312 $ 17,177 $ — $ — $ 26,489 Accounts payable and accrued liabilities 8,542 17,876 — — 26,418 Affiliate note payable — 11,600 — — 11,600 Deferred revenue — 1,229 — — 1,229 Due to related parties 295,659 23,548 — (319,207 ) — Total current liabilities 313,513 71,430 — (319,207 ) 65,736 Long-term debt 532,804 — — — 532,804 Other long-term liabilities — 2,089 — — 2,089 Total liabilities 846,317 73,519 — (319,207 ) 600,629 Commitments and contingencies Equity: Net Investment - Predecessor — 771,848 — (771,848 ) — Common unitholders (1) (25,628 ) — — — (25,628 ) IDR holder - PBF LLC 2,107 — — — 2,107 Total PBF Logistics LP equity (23,521 ) 771,848 — (771,848 ) (23,521 ) Noncontrolling interest — 174,047 — — 174,047 Total equity (23,521 ) 945,895 — (771,848 ) 150,526 Total liabilities and equity $ 822,796 $ 1,019,414 $ — $ (1,091,055 ) $ 751,155 (1) Subsequent to the conversion of the PBFX subordinated units held by PBF LLC, public and PBF LLC common units are shown in total. Refer to Notes 6 “Equity” and 8 “Net Income per Unit” in the Notes to Condensed Consolidated Financial Statements for further discussion regarding the subordinated units' conversion. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 52,133 $ 12,088 $ — $ — $ 64,221 Marketable securities - current 40,024 — — — 40,024 Accounts receivable - affiliates 125 37,738 — — 37,863 Accounts receivable — 4,294 — — 4,294 Prepaid expenses and other current assets 306 1,351 — — 1,657 Due from related parties 5,168 246,870 — (252,038 ) — Total current assets 97,756 302,341 — (252,038 ) 148,059 Property, plant and equipment, net — 608,802 — — 608,802 Investment in subsidiaries 694,636 — — (694,636 ) — Total assets $ 792,392 $ 911,143 $ — $ (946,674 ) $ 756,861 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 1,670 $ 5,961 $ — $ — $ 7,631 Accounts payable and accrued liabilities 5,719 15,152 — — 20,871 Current portion of long-term debt 39,664 — — — 39,664 Deferred revenue — 952 — — 952 Due to related parties 246,870 5,168 — (252,038 ) — Total current liabilities 293,923 27,233 — (252,038 ) 69,118 Long-term debt 532,011 — — — 532,011 Other long-term liabilities — 3,161 — — 3,161 Total liabilities 825,934 30,394 — (252,038 ) 604,290 Commitments and contingencies Equity: Net Investment - Predecessor — 700,867 — (694,636 ) 6,231 Common unitholders 241,275 — — — 241,275 Subordinated unitholder - PBF LLC (276,083 ) — — — (276,083 ) IDR holder - PBF LLC 1,266 — — — 1,266 Total PBF Logistics LP equity (33,542 ) 700,867 — (694,636 ) (27,311 ) Noncontrolling interest — 179,882 — — 179,882 Total equity (33,542 ) 880,749 — (694,636 ) 152,571 Total liabilities and equity $ 792,392 $ 911,143 $ — $ (946,674 ) $ 756,861 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 58,355 $ — $ — $ 58,355 Third-party — 3,974 — — 3,974 Total revenue — 62,329 — — 62,329 Costs and expenses: Operating and maintenance expenses — 15,504 — — 15,504 General and administrative expenses 6,098 — — — 6,098 Depreciation and amortization — 5,710 — — 5,710 Total costs and expenses 6,098 21,214 — — 27,312 Income (loss) from operations (6,098 ) 41,115 — — 35,017 Other income (expenses) Equity in earnings of subsidiaries 41,115 — — (41,115 ) — Interest expense, net (7,509 ) — — — (7,509 ) Amortization of loan fees (377 ) — — — (377 ) Net income 27,131 41,115 — (41,115 ) 27,131 Less: Net income attributable to noncontrolling interest — 3,820 — — 3,820 Net income attributable to the partners 27,131 37,295 — (41,115 ) 23,311 Less: Net income attributable to the IDR holder 2,107 — — — 2,107 Net income attributable to PBF Logistics LP unitholders $ 25,024 $ 37,295 $ — $ (41,115 ) $ 21,204 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2016* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 37,965 $ — $ — $ 37,965 Third-party — 2,694 — — 2,694 Total revenue — 40,659 — — 40,659 Costs and expenses: Operating and maintenance expenses — 7,890 — — 7,890 General and administrative expenses 6,909 1 — — 6,910 Depreciation and amortization — 2,349 — — 2,349 Total costs and expenses 6,909 10,240 — — 17,149 Income (loss) from operations (6,909 ) 30,419 — — 23,510 Other income (expenses) Equity in earnings of subsidiaries 30,419 — — (30,419 ) — Interest expense, net (7,212 ) — — — (7,212 ) Amortization of loan fees (422 ) — — — (422 ) Net income 15,876 30,419 — (30,419 ) 15,876 Less: Net loss attributable to Predecessor — (378 ) — — (378 ) Net income attributable to the partners 15,876 30,797 — (30,419 ) 16,254 Less: Net income attributable to the IDR holder 882 — — — 882 Net income attributable to PBF Logistics LP unitholders $ 14,994 $ 30,797 $ — $ (30,419 ) $ 15,372 * Prior-period financial information has been retrospectively adjusted for the PNGPC Acquisition. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 114,557 $ — $ — $ 114,557 Third-party — 8,249 — — 8,249 Total revenue — 122,806 — — 122,806 Costs and expenses: Operating and maintenance expenses — 31,273 — — 31,273 General and administrative expenses 9,413 — — — 9,413 Depreciation and amortization — 11,062 — — 11,062 Total costs and expenses 9,413 42,335 — — 51,748 Income (loss) from operations (9,413 ) 80,471 — — 71,058 Other income (expenses) Equity in earnings of subsidiaries 80,471 — — (80,471 ) — Interest expense, net (15,077 ) — — — (15,077 ) Amortization of loan fees (793 ) — — — (793 ) Net income 55,188 80,471 — (80,471 ) 55,188 Less: Net loss attributable to Predecessor — (150 ) — — (150 ) Less: Net income attributable to noncontrolling interest — 7,419 — — 7,419 Net income attributable to the partners 55,188 73,202 — (80,471 ) 47,919 Less: Net income attributable to the IDR holder 3,793 — — — 3,793 Net income attributable to PBF Logistics LP unitholders $ 51,395 $ 73,202 $ — $ (80,471 ) $ 44,126 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2016* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 74,514 $ — $ — $ 74,514 Third-party — 2,694 — — 2,694 Total revenue — 77,208 — — 77,208 Costs and expenses: Operating and maintenance expenses — 13,982 — — 13,982 General and administrative expenses 9,474 2 — — 9,476 Depreciation and amortization — 4,196 — — 4,196 Total costs and expenses 9,474 18,180 — — 27,654 Income (loss) from operations (9,474 ) 59,028 — — 49,554 Other income (expenses) Equity in earnings of subsidiaries 59,028 — — (59,028 ) — Interest expense, net (14,018 ) — — — (14,018 ) Amortization of loan fees (845 ) — — — (845 ) Net income 34,691 59,028 — (59,028 ) 34,691 Less: Net loss attributable to Predecessor — (657 ) — — (657 ) Net income attributable to the partners 34,691 59,685 — (59,028 ) 35,348 Less: Net income attributable to the IDR holder 1,639 — — — 1,639 Net income attributable to PBF Logistics LP unitholders $ 33,052 $ 59,685 $ — $ (59,028 ) $ 33,709 * Prior-period financial information has been retrospectively adjusted for the PNGPC Acquisition. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 55,188 $ 80,471 $ — $ (80,471 ) $ 55,188 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 11,062 — — 11,062 Amortization of deferred financing fees 793 — — — 793 Unit-based compensation expense 3,708 — — — 3,708 Equity in earnings of subsidiaries (80,471 ) — — 80,471 — Changes in operating assets and liabilities: Accounts receivable - affiliates 29 5,425 — — 5,454 Accounts receivable — 2,412 — — 2,412 Prepaid expenses and other current assets (644 ) 49 — — (595 ) Accounts payable - affiliates 7,642 (591 ) — — 7,051 Accounts payable and accrued liabilities 2,284 4,128 — — 6,412 Amounts due to/from related parties 30,409 (30,409 ) — — — Deferred revenue — 277 — — 277 Other assets and liabilities (7 ) (1,102 ) — — (1,109 ) Net cash provided by operating activities 18,931 71,722 — — 90,653 Cash flows from investing activities: Toledo Terminal Acquisition — (10,097 ) — — (10,097 ) Expenditures for property, plant and equipment — (46,288 ) — — (46,288 ) Purchase of marketable securities (75,036 ) — — — (75,036 ) Maturities of marketable securities 115,060 — — — 115,060 Investment in subsidiaries (4,072 ) — — 4,072 — Net cash provided by (used in) investing activities 35,952 (56,385 ) — 4,072 (16,361 ) Cash flows from financing activities: Distribution to unitholders (40,998 ) — — — (40,998 ) Distribution to TVPC members — (12,254 ) — — (12,254 ) Contribution from Issuer — 9,529 — (4,072 ) 5,457 Repayment of term loan (39,664 ) — — — (39,664 ) Net cash used in financing activities (80,662 ) (2,725 ) — (4,072 ) (87,459 ) Net change in cash and cash equivalents (25,779 ) 12,612 — — (13,167 ) Cash and equivalents, beginning of period 52,133 12,088 — — 64,221 Cash and equivalents, end of period $ 26,354 $ 24,700 $ — $ — $ 51,054 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2016* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 34,691 $ 59,028 $ — $ (59,028 ) $ 34,691 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 4,196 — — 4,196 Amortization of deferred financing fees 845 — — — 845 Unit-based compensation expense 2,710 — — — 2,710 Equity in earnings of subsidiaries (59,028 ) — — 59,028 — Changes in operating assets and liabilities: Accounts receivable - affiliates (85 ) 2,130 — — 2,045 Accounts receivable — (2,462 ) — — (2,462 ) Prepaid expenses and other current assets (333 ) (16 ) — — (349 ) Accounts payable - affiliates 928 (516 ) — — 412 Accounts payable and accrued liabilities 7 131 — — 138 Amounts due to/from related parties 61,650 (61,650 ) — — — Deferred revenue — 638 — — 638 Other assets and liabilities (273 ) 8 — — (265 ) Net cash provided by operating activities 41,112 1,487 — — 42,599 Cash flows from investing activities: Plains Asset Purchase (98,336 ) — — — (98,336 ) Expenditures for property, plant and equipment — (3,477 ) — — (3,477 ) Purchase of marketable securities (1,310,000 ) — — — (1,310,000 ) Maturities of marketable securities 1,408,124 — — — 1,408,124 Investment in subsidiaries (1,023 ) — — 1,023 — Net cash used in investing activities (1,235 ) (3,477 ) — 1,023 (3,689 ) Cash flows from financing activities: Proceeds from issuance of common units, net of underwriters' discount and commissions 51,575 — — — 51,575 Distribution to unitholders (31,099 ) — — — (31,099 ) Contribution from Issuer — 2,678 — (1,023 ) 1,655 Proceeds from revolving credit facility 98,500 — — — 98,500 Repayment of revolving credit facility (30,000 ) — — — (30,000 ) Repayment of term loan (98,336 ) — — — (98,336 ) Net cash (used in) provided by financing activities (9,360 ) 2,678 — (1,023 ) (7,705 ) Net change in cash and cash equivalents 30,517 688 — — 31,205 Cash and equivalents, beginning of period 18,678 — — — 18,678 Cash and equivalents, end of period $ 49,195 $ 688 $ — $ — $ 49,883 * Prior-period financial information has been retrospectively adjusted for the PNGPC Acquisition. |
Condensed Balance Sheet | June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 26,354 $ 24,700 $ — $ — $ 51,054 Marketable securities - current — — — — — Accounts receivable - affiliates 96 31,313 — — 31,409 Accounts receivable — 1,882 — — 1,882 Prepaid expenses and other current assets 950 1,399 — — 2,349 Due from related parties 23,548 295,659 — (319,207 ) — Total current assets 50,948 354,953 — (319,207 ) 86,694 Property, plant and equipment, net — 664,431 — — 664,431 Other non-current assets — 30 — — 30 Investment in subsidiaries 771,848 — — (771,848 ) — Total assets $ 822,796 $ 1,019,414 $ — $ (1,091,055 ) $ 751,155 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 9,312 $ 17,177 $ — $ — $ 26,489 Accounts payable and accrued liabilities 8,542 17,876 — — 26,418 Affiliate note payable — 11,600 — — 11,600 Deferred revenue — 1,229 — — 1,229 Due to related parties 295,659 23,548 — (319,207 ) — Total current liabilities 313,513 71,430 — (319,207 ) 65,736 Long-term debt 532,804 — — — 532,804 Other long-term liabilities — 2,089 — — 2,089 Total liabilities 846,317 73,519 — (319,207 ) 600,629 Commitments and contingencies Equity: Net Investment - Predecessor — 771,848 — (771,848 ) — Common unitholders (1) (25,628 ) — — — (25,628 ) IDR holder - PBF LLC 2,107 — — — 2,107 Total PBF Logistics LP equity (23,521 ) 771,848 — (771,848 ) (23,521 ) Noncontrolling interest — 174,047 — — 174,047 Total equity (23,521 ) 945,895 — (771,848 ) 150,526 Total liabilities and equity $ 822,796 $ 1,019,414 $ — $ (1,091,055 ) $ 751,155 (1) Subsequent to the conversion of the PBFX subordinated units held by PBF LLC, public and PBF LLC common units are shown in total. Refer to Notes 6 “Equity” and 8 “Net Income per Unit” in the Notes to Condensed Consolidated Financial Statements for further discussion regarding the subordinated units' conversion. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 52,133 $ 12,088 $ — $ — $ 64,221 Marketable securities - current 40,024 — — — 40,024 Accounts receivable - affiliates 125 37,738 — — 37,863 Accounts receivable — 4,294 — — 4,294 Prepaid expenses and other current assets 306 1,351 — — 1,657 Due from related parties 5,168 246,870 — (252,038 ) — Total current assets 97,756 302,341 — (252,038 ) 148,059 Property, plant and equipment, net — 608,802 — — 608,802 Investment in subsidiaries 694,636 — — (694,636 ) — Total assets $ 792,392 $ 911,143 $ — $ (946,674 ) $ 756,861 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 1,670 $ 5,961 $ — $ — $ 7,631 Accounts payable and accrued liabilities 5,719 15,152 — — 20,871 Current portion of long-term debt 39,664 — — — 39,664 Deferred revenue — 952 — — 952 Due to related parties 246,870 5,168 — (252,038 ) — Total current liabilities 293,923 27,233 — (252,038 ) 69,118 Long-term debt 532,011 — — — 532,011 Other long-term liabilities — 3,161 — — 3,161 Total liabilities 825,934 30,394 — (252,038 ) 604,290 Commitments and contingencies Equity: Net Investment - Predecessor — 700,867 — (694,636 ) 6,231 Common unitholders 241,275 — — — 241,275 Subordinated unitholder - PBF LLC (276,083 ) — — — (276,083 ) IDR holder - PBF LLC 1,266 — — — 1,266 Total PBF Logistics LP equity (33,542 ) 700,867 — (694,636 ) (27,311 ) Noncontrolling interest — 179,882 — — 179,882 Total equity (33,542 ) 880,749 — (694,636 ) 152,571 Total liabilities and equity $ 792,392 $ 911,143 $ — $ (946,674 ) $ 756,861 |
Condensed Statement of Operations | Three Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 58,355 $ — $ — $ 58,355 Third-party — 3,974 — — 3,974 Total revenue — 62,329 — — 62,329 Costs and expenses: Operating and maintenance expenses — 15,504 — — 15,504 General and administrative expenses 6,098 — — — 6,098 Depreciation and amortization — 5,710 — — 5,710 Total costs and expenses 6,098 21,214 — — 27,312 Income (loss) from operations (6,098 ) 41,115 — — 35,017 Other income (expenses) Equity in earnings of subsidiaries 41,115 — — (41,115 ) — Interest expense, net (7,509 ) — — — (7,509 ) Amortization of loan fees (377 ) — — — (377 ) Net income 27,131 41,115 — (41,115 ) 27,131 Less: Net income attributable to noncontrolling interest — 3,820 — — 3,820 Net income attributable to the partners 27,131 37,295 — (41,115 ) 23,311 Less: Net income attributable to the IDR holder 2,107 — — — 2,107 Net income attributable to PBF Logistics LP unitholders $ 25,024 $ 37,295 $ — $ (41,115 ) $ 21,204 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2016* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 37,965 $ — $ — $ 37,965 Third-party — 2,694 — — 2,694 Total revenue — 40,659 — — 40,659 Costs and expenses: Operating and maintenance expenses — 7,890 — — 7,890 General and administrative expenses 6,909 1 — — 6,910 Depreciation and amortization — 2,349 — — 2,349 Total costs and expenses 6,909 10,240 — — 17,149 Income (loss) from operations (6,909 ) 30,419 — — 23,510 Other income (expenses) Equity in earnings of subsidiaries 30,419 — — (30,419 ) — Interest expense, net (7,212 ) — — — (7,212 ) Amortization of loan fees (422 ) — — — (422 ) Net income 15,876 30,419 — (30,419 ) 15,876 Less: Net loss attributable to Predecessor — (378 ) — — (378 ) Net income attributable to the partners 15,876 30,797 — (30,419 ) 16,254 Less: Net income attributable to the IDR holder 882 — — — 882 Net income attributable to PBF Logistics LP unitholders $ 14,994 $ 30,797 $ — $ (30,419 ) $ 15,372 * Prior-period financial information has been retrospectively adjusted for the PNGPC Acquisition. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 114,557 $ — $ — $ 114,557 Third-party — 8,249 — — 8,249 Total revenue — 122,806 — — 122,806 Costs and expenses: Operating and maintenance expenses — 31,273 — — 31,273 General and administrative expenses 9,413 — — — 9,413 Depreciation and amortization — 11,062 — — 11,062 Total costs and expenses 9,413 42,335 — — 51,748 Income (loss) from operations (9,413 ) 80,471 — — 71,058 Other income (expenses) Equity in earnings of subsidiaries 80,471 — — (80,471 ) — Interest expense, net (15,077 ) — — — (15,077 ) Amortization of loan fees (793 ) — — — (793 ) Net income 55,188 80,471 — (80,471 ) 55,188 Less: Net loss attributable to Predecessor — (150 ) — — (150 ) Less: Net income attributable to noncontrolling interest — 7,419 — — 7,419 Net income attributable to the partners 55,188 73,202 — (80,471 ) 47,919 Less: Net income attributable to the IDR holder 3,793 — — — 3,793 Net income attributable to PBF Logistics LP unitholders $ 51,395 $ 73,202 $ — $ (80,471 ) $ 44,126 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2016* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 74,514 $ — $ — $ 74,514 Third-party — 2,694 — — 2,694 Total revenue — 77,208 — — 77,208 Costs and expenses: Operating and maintenance expenses — 13,982 — — 13,982 General and administrative expenses 9,474 2 — — 9,476 Depreciation and amortization — 4,196 — — 4,196 Total costs and expenses 9,474 18,180 — — 27,654 Income (loss) from operations (9,474 ) 59,028 — — 49,554 Other income (expenses) Equity in earnings of subsidiaries 59,028 — — (59,028 ) — Interest expense, net (14,018 ) — — — (14,018 ) Amortization of loan fees (845 ) — — — (845 ) Net income 34,691 59,028 — (59,028 ) 34,691 Less: Net loss attributable to Predecessor — (657 ) — — (657 ) Net income attributable to the partners 34,691 59,685 — (59,028 ) 35,348 Less: Net income attributable to the IDR holder 1,639 — — — 1,639 Net income attributable to PBF Logistics LP unitholders $ 33,052 $ 59,685 $ — $ (59,028 ) $ 33,709 * Prior-period financial information has been retrospectively adjusted for the PNGPC Acquisition. |
Condensed Cash Flow Statement | 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 55,188 $ 80,471 $ — $ (80,471 ) $ 55,188 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 11,062 — — 11,062 Amortization of deferred financing fees 793 — — — 793 Unit-based compensation expense 3,708 — — — 3,708 Equity in earnings of subsidiaries (80,471 ) — — 80,471 — Changes in operating assets and liabilities: Accounts receivable - affiliates 29 5,425 — — 5,454 Accounts receivable — 2,412 — — 2,412 Prepaid expenses and other current assets (644 ) 49 — — (595 ) Accounts payable - affiliates 7,642 (591 ) — — 7,051 Accounts payable and accrued liabilities 2,284 4,128 — — 6,412 Amounts due to/from related parties 30,409 (30,409 ) — — — Deferred revenue — 277 — — 277 Other assets and liabilities (7 ) (1,102 ) — — (1,109 ) Net cash provided by operating activities 18,931 71,722 — — 90,653 Cash flows from investing activities: Toledo Terminal Acquisition — (10,097 ) — — (10,097 ) Expenditures for property, plant and equipment — (46,288 ) — — (46,288 ) Purchase of marketable securities (75,036 ) — — — (75,036 ) Maturities of marketable securities 115,060 — — — 115,060 Investment in subsidiaries (4,072 ) — — 4,072 — Net cash provided by (used in) investing activities 35,952 (56,385 ) — 4,072 (16,361 ) Cash flows from financing activities: Distribution to unitholders (40,998 ) — — — (40,998 ) Distribution to TVPC members — (12,254 ) — — (12,254 ) Contribution from Issuer — 9,529 — (4,072 ) 5,457 Repayment of term loan (39,664 ) — — — (39,664 ) Net cash used in financing activities (80,662 ) (2,725 ) — (4,072 ) (87,459 ) Net change in cash and cash equivalents (25,779 ) 12,612 — — (13,167 ) Cash and equivalents, beginning of period 52,133 12,088 — — 64,221 Cash and equivalents, end of period $ 26,354 $ 24,700 $ — $ — $ 51,054 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2016* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 34,691 $ 59,028 $ — $ (59,028 ) $ 34,691 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 4,196 — — 4,196 Amortization of deferred financing fees 845 — — — 845 Unit-based compensation expense 2,710 — — — 2,710 Equity in earnings of subsidiaries (59,028 ) — — 59,028 — Changes in operating assets and liabilities: Accounts receivable - affiliates (85 ) 2,130 — — 2,045 Accounts receivable — (2,462 ) — — (2,462 ) Prepaid expenses and other current assets (333 ) (16 ) — — (349 ) Accounts payable - affiliates 928 (516 ) — — 412 Accounts payable and accrued liabilities 7 131 — — 138 Amounts due to/from related parties 61,650 (61,650 ) — — — Deferred revenue — 638 — — 638 Other assets and liabilities (273 ) 8 — — (265 ) Net cash provided by operating activities 41,112 1,487 — — 42,599 Cash flows from investing activities: Plains Asset Purchase (98,336 ) — — — (98,336 ) Expenditures for property, plant and equipment — (3,477 ) — — (3,477 ) Purchase of marketable securities (1,310,000 ) — — — (1,310,000 ) Maturities of marketable securities 1,408,124 — — — 1,408,124 Investment in subsidiaries (1,023 ) — — 1,023 — Net cash used in investing activities (1,235 ) (3,477 ) — 1,023 (3,689 ) Cash flows from financing activities: Proceeds from issuance of common units, net of underwriters' discount and commissions 51,575 — — — 51,575 Distribution to unitholders (31,099 ) — — — (31,099 ) Contribution from Issuer — 2,678 — (1,023 ) 1,655 Proceeds from revolving credit facility 98,500 — — — 98,500 Repayment of revolving credit facility (30,000 ) — — — (30,000 ) Repayment of term loan (98,336 ) — — — (98,336 ) Net cash (used in) provided by financing activities (9,360 ) 2,678 — (1,023 ) (7,705 ) Net change in cash and cash equivalents 30,517 688 — — 31,205 Cash and equivalents, beginning of period 18,678 — — — 18,678 Cash and equivalents, end of period $ 49,195 $ 688 $ — $ — $ 49,883 * Prior-period financial information has been retrospectively adjusted for the PNGPC Acquisition. |