CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [Abstract] | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS DCLC, 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 initial 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 Corporation (“PBF Logistics Finance”), the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, governs subsidiaries designated as “Guarantor Subsidiaries.” The initial 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 September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 19,014 $ 20,406 $ — $ — $ 39,420 Accounts receivable - affiliates 1 36,044 — — 36,045 Accounts receivable — 1,106 — — 1,106 Prepaid expenses and other current assets 905 1,178 — — 2,083 Due from related parties 33,328 339,093 — (372,421 ) — Total current assets 53,248 397,827 — (372,421 ) 78,654 Property, plant and equipment, net — 675,793 — — 675,793 Other non-current assets — 30 — — 30 Investment in subsidiaries 818,481 — — (818,481 ) — Total assets $ 871,729 $ 1,073,650 $ — $ (1,190,902 ) $ 754,477 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 3,062 $ 16,876 $ — $ — $ 19,938 Accounts payable and accrued liabilities 12,365 17,552 — — 29,917 Affiliate note payable — 11,600 — — 11,600 Deferred revenue — 991 — — 991 Due to related parties 339,093 33,328 — (372,421 ) — Total current liabilities 354,520 80,347 — (372,421 ) 62,446 Long-term debt 533,136 — — — 533,136 Other long-term liabilities — 2,070 — — 2,070 Total liabilities 887,656 82,417 — (372,421 ) 597,652 Commitments and contingencies Equity: Net Investment - Predecessor — 818,481 — (818,481 ) — Common unitholders (1) (18,453 ) — — — (18,453 ) IDR holder - PBF LLC 2,526 — — — 2,526 Total PBF Logistics LP equity (15,927 ) 818,481 — (818,481 ) (15,927 ) Noncontrolling interest — 172,752 — — 172,752 Total equity (15,927 ) 991,233 — (818,481 ) 156,825 Total liabilities and equity $ 871,729 $ 1,073,650 $ — $ (1,190,902 ) $ 754,477 (1) Subsequent to the conversion of the PBFX subordinated units held by PBF LLC, common units held by the public and PBF LLC are shown in total. Refer to Notes 6 “Equity” and 8 “Net Income per Unit” of 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 September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 62,359 $ — $ — $ 62,359 Third-party — 3,135 — — 3,135 Total revenue — 65,494 — — 65,494 Costs and expenses: Operating and maintenance expenses — 15,930 — — 15,930 General and administrative expenses 3,534 — — — 3,534 Depreciation and amortization — 5,610 — — 5,610 Total costs and expenses 3,534 21,540 — — 25,074 (Loss) income from operations (3,534 ) 43,954 — — 40,420 Other income (expenses) Equity in earnings of subsidiaries 43,954 — — (43,954 ) — Interest expense, net (7,416 ) — — — (7,416 ) Amortization of loan fees (332 ) — — — (332 ) Net income 32,672 43,954 — (43,954 ) 32,672 Less: Net income attributable to noncontrolling interest — 3,799 — — 3,799 Net income attributable to the partners 32,672 40,155 — (43,954 ) 28,873 Less: Net income attributable to the IDR holder 2,526 — — — 2,526 Net income attributable to PBF Logistics LP unitholders $ 30,146 $ 40,155 $ — $ (43,954 ) $ 26,347 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended September 30, 2016* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 38,112 $ 5,730 $ — $ 43,842 Third-party — 4,591 — — 4,591 Total revenue — 42,703 5,730 — 48,433 Costs and expenses: Operating and maintenance expenses — 9,311 3,592 — 12,903 General and administrative expenses 4,066 1 353 — 4,420 Depreciation and amortization — 2,674 2,673 — 5,347 Total costs and expenses 4,066 11,986 6,618 — 22,670 (Loss) income from operations (4,066 ) 30,717 (888 ) — 25,763 Other income (expenses) Equity in earnings of subsidiaries 29,829 — — (29,829 ) — Interest expense, net (7,280 ) — — — (7,280 ) Amortization of loan fees (416 ) — — — (416 ) Net income (loss) 18,067 30,717 (888 ) (29,829 ) 18,067 Less: Net loss attributable to Predecessor — (297 ) (4,131 ) — (4,428 ) Less: Net income attributable to noncontrolling interest — — 1,621 — 1,621 Net income attributable to the partners 18,067 31,014 1,622 (29,829 ) 20,874 Less: Net income attributable to the IDR holder 1,125 — — — 1,125 Net income attributable to PBF Logistics LP unitholders $ 16,942 $ 31,014 $ 1,622 $ (29,829 ) $ 19,749 * 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 Nine Months Ended September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 176,916 $ — $ — $ 176,916 Third-party — 11,384 — — 11,384 Total revenue — 188,300 — — 188,300 Costs and expenses: Operating and maintenance expenses — 47,203 — — 47,203 General and administrative expenses 12,947 — — — 12,947 Depreciation and amortization — 16,672 — — 16,672 Total costs and expenses 12,947 63,875 — — 76,822 (Loss) income from operations (12,947 ) 124,425 — — 111,478 Other income (expenses) Equity in earnings of subsidiaries 124,425 — — (124,425 ) — Interest expense, net (22,493 ) — — — (22,493 ) Amortization of loan fees (1,125 ) — — — (1,125 ) Net income 87,860 124,425 — (124,425 ) 87,860 Less: Net loss attributable to Predecessor — (150 ) — — (150 ) Less: Net income attributable to noncontrolling interest — 11,218 — — 11,218 Net income attributable to the partners 87,860 113,357 — (124,425 ) 76,792 Less: Net income attributable to the IDR holder 6,319 — — — 6,319 Net income attributable to PBF Logistics LP unitholders $ 81,541 $ 113,357 $ — $ (124,425 ) $ 70,473 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2016* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 112,626 $ 5,730 $ — $ 118,356 Third-party — 7,285 — — 7,285 Total revenue — 119,911 5,730 — 125,641 Costs and expenses: Operating and maintenance expenses — 23,293 3,592 — 26,885 General and administrative expenses 13,540 3 353 — 13,896 Depreciation and amortization — 6,870 2,673 — 9,543 Total costs and expenses 13,540 30,166 6,618 — 50,324 (Loss) income from operations (13,540 ) 89,745 (888 ) — 75,317 Other income (expenses) Equity in earnings of subsidiaries 88,857 — — (88,857 ) — Interest expense, net (21,298 ) — — — (21,298 ) Amortization of loan fees (1,261 ) — — — (1,261 ) Net income (loss) 52,758 89,745 (888 ) (88,857 ) 52,758 Less: Net loss attributable to Predecessor — (954 ) (4,131 ) — (5,085 ) Less: Net income attributable to noncontrolling interest — — 1,621 — 1,621 Net income attributable to the partners 52,758 90,699 1,622 (88,857 ) 56,222 Less: Net income attributable to the IDR holder 2,765 — — — 2,765 Net income attributable to PBF Logistics LP unitholders $ 49,993 $ 90,699 $ 1,622 $ (88,857 ) $ 53,457 * 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 Nine Months Ended September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 87,860 $ 124,425 $ — $ (124,425 ) $ 87,860 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 16,672 — — 16,672 Amortization of deferred financing fees 1,125 — — — 1,125 Unit-based compensation expense 4,515 — — — 4,515 Equity in earnings of subsidiaries (124,425 ) — — 124,425 — Changes in operating assets and liabilities: Accounts receivable - affiliates 124 694 — — 818 Accounts receivable — 3,188 — — 3,188 Prepaid expenses and other current assets (599 ) 270 — — (329 ) Accounts payable - affiliates 1,392 (892 ) — — 500 Accounts payable and accrued liabilities 5,817 1,888 — — 7,705 Amounts due to (from) related parties 64,063 (64,063 ) — — — Deferred revenue — 39 — — 39 Other assets and liabilities (7 ) (1,121 ) — — (1,128 ) Net cash provided by operating activities 39,865 81,100 — — 120,965 Cash flows from investing activities: Toledo Terminal Acquisition — (10,097 ) — — (10,097 ) Expenditures for property, plant and equipment — (61,344 ) — — (61,344 ) Purchase of marketable securities (75,036 ) — — — (75,036 ) Maturities of marketable securities 115,060 — — — 115,060 Investment in subsidiaries (10,550 ) — — 10,550 — Net cash provided by (used in) investing activities 29,474 (71,441 ) — 10,550 (31,417 ) Cash flows from financing activities: Distribution to unitholders (62,794 ) — — — (62,794 ) Distribution to TVPC members — (17,348 ) — — (17,348 ) Contribution from parent — 16,007 — (10,550 ) 5,457 Repayment of term loan (39,664 ) — — — (39,664 ) Net cash used in financing activities (102,458 ) (1,341 ) — (10,550 ) (114,349 ) Net change in cash and cash equivalents (33,119 ) 8,318 — — (24,801 ) Cash and equivalents, beginning of period 52,133 12,088 — — 64,221 Cash and equivalents, end of period $ 19,014 $ 20,406 $ — $ — $ 39,420 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2016* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 52,758 $ 89,745 $ (888 ) $ (88,857 ) $ 52,758 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 6,870 2,673 — 9,543 Amortization of deferred financing fees 1,261 — — — 1,261 Unit-based compensation expense 3,673 — — — 3,673 Equity in earnings of subsidiaries (88,857 ) — — 88,857 — Changes in operating assets and liabilities: Accounts receivable - affiliates (82 ) (510 ) (5,730 ) — (6,322 ) Accounts receivable — (3,981 ) — — (3,981 ) Prepaid expenses and other current assets (150 ) 2,384 — — 2,234 Accounts payable - affiliates (20 ) (1,345 ) 288 — (1,077 ) Accounts payable and accrued liabilities 6,817 (558 ) 3,304 — 9,563 Amounts due to (from) related parties 88,935 (88,935 ) — — — Deferred revenue — 889 — — 889 Other assets and liabilities (271 ) 15 — — (256 ) Net cash provided by (used in) operating activities 64,064 4,574 (353 ) — 68,285 Cash flows from investing activities: Plains Asset Purchase (98,373 ) — — — (98,373 ) Expenditures for property, plant and equipment — (8,043 ) — — (8,043 ) Purchase of marketable securities (1,779,997 ) — — — (1,779,997 ) Maturities of marketable securities 1,954,274 — — — 1,954,274 Investment in subsidiaries (1,157 ) — — 1,157 — Net cash provided by (used in) investing activities 74,747 (8,043 ) — 1,157 67,861 Cash flows from financing activities: Proceeds from issuance of common units, net of underwriters’ discount and commissions 138,255 — — — 138,255 Distribution to PBF LLC related to Acquisitions from PBF (175,000 ) — — (175,000 ) Distribution to unitholders (48,043 ) — — — (48,043 ) Contribution from parent — 4,880 353 (1,157 ) 4,076 Proceeds from revolving credit facility 174,700 — — — 174,700 Repayment of revolving credit facility (30,000 ) — — — (30,000 ) Repayment of term loan (174,536 ) — — — (174,536 ) Deferred financing costs and other (5 ) — — — (5 ) Net cash (used in) provided by financing activities (114,629 ) 4,880 353 (1,157 ) (110,553 ) Net change in cash and cash equivalents 24,182 1,411 — — 25,593 Cash and equivalents, beginning of period 18,678 — — — 18,678 Cash and equivalents, end of period $ 42,860 $ 1,411 $ — $ — $ 44,271 * Prior-period financial information has been retrospectively adjusted for the PNGPC Acquisition. |
Condensed Balance Sheet | September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 19,014 $ 20,406 $ — $ — $ 39,420 Accounts receivable - affiliates 1 36,044 — — 36,045 Accounts receivable — 1,106 — — 1,106 Prepaid expenses and other current assets 905 1,178 — — 2,083 Due from related parties 33,328 339,093 — (372,421 ) — Total current assets 53,248 397,827 — (372,421 ) 78,654 Property, plant and equipment, net — 675,793 — — 675,793 Other non-current assets — 30 — — 30 Investment in subsidiaries 818,481 — — (818,481 ) — Total assets $ 871,729 $ 1,073,650 $ — $ (1,190,902 ) $ 754,477 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 3,062 $ 16,876 $ — $ — $ 19,938 Accounts payable and accrued liabilities 12,365 17,552 — — 29,917 Affiliate note payable — 11,600 — — 11,600 Deferred revenue — 991 — — 991 Due to related parties 339,093 33,328 — (372,421 ) — Total current liabilities 354,520 80,347 — (372,421 ) 62,446 Long-term debt 533,136 — — — 533,136 Other long-term liabilities — 2,070 — — 2,070 Total liabilities 887,656 82,417 — (372,421 ) 597,652 Commitments and contingencies Equity: Net Investment - Predecessor — 818,481 — (818,481 ) — Common unitholders (1) (18,453 ) — — — (18,453 ) IDR holder - PBF LLC 2,526 — — — 2,526 Total PBF Logistics LP equity (15,927 ) 818,481 — (818,481 ) (15,927 ) Noncontrolling interest — 172,752 — — 172,752 Total equity (15,927 ) 991,233 — (818,481 ) 156,825 Total liabilities and equity $ 871,729 $ 1,073,650 $ — $ (1,190,902 ) $ 754,477 (1) Subsequent to the conversion of the PBFX subordinated units held by PBF LLC, common units held by the public and PBF LLC are shown in total. Refer to Notes 6 “Equity” and 8 “Net Income per Unit” of 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 September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 62,359 $ — $ — $ 62,359 Third-party — 3,135 — — 3,135 Total revenue — 65,494 — — 65,494 Costs and expenses: Operating and maintenance expenses — 15,930 — — 15,930 General and administrative expenses 3,534 — — — 3,534 Depreciation and amortization — 5,610 — — 5,610 Total costs and expenses 3,534 21,540 — — 25,074 (Loss) income from operations (3,534 ) 43,954 — — 40,420 Other income (expenses) Equity in earnings of subsidiaries 43,954 — — (43,954 ) — Interest expense, net (7,416 ) — — — (7,416 ) Amortization of loan fees (332 ) — — — (332 ) Net income 32,672 43,954 — (43,954 ) 32,672 Less: Net income attributable to noncontrolling interest — 3,799 — — 3,799 Net income attributable to the partners 32,672 40,155 — (43,954 ) 28,873 Less: Net income attributable to the IDR holder 2,526 — — — 2,526 Net income attributable to PBF Logistics LP unitholders $ 30,146 $ 40,155 $ — $ (43,954 ) $ 26,347 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended September 30, 2016* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 38,112 $ 5,730 $ — $ 43,842 Third-party — 4,591 — — 4,591 Total revenue — 42,703 5,730 — 48,433 Costs and expenses: Operating and maintenance expenses — 9,311 3,592 — 12,903 General and administrative expenses 4,066 1 353 — 4,420 Depreciation and amortization — 2,674 2,673 — 5,347 Total costs and expenses 4,066 11,986 6,618 — 22,670 (Loss) income from operations (4,066 ) 30,717 (888 ) — 25,763 Other income (expenses) Equity in earnings of subsidiaries 29,829 — — (29,829 ) — Interest expense, net (7,280 ) — — — (7,280 ) Amortization of loan fees (416 ) — — — (416 ) Net income (loss) 18,067 30,717 (888 ) (29,829 ) 18,067 Less: Net loss attributable to Predecessor — (297 ) (4,131 ) — (4,428 ) Less: Net income attributable to noncontrolling interest — — 1,621 — 1,621 Net income attributable to the partners 18,067 31,014 1,622 (29,829 ) 20,874 Less: Net income attributable to the IDR holder 1,125 — — — 1,125 Net income attributable to PBF Logistics LP unitholders $ 16,942 $ 31,014 $ 1,622 $ (29,829 ) $ 19,749 * 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 Nine Months Ended September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 176,916 $ — $ — $ 176,916 Third-party — 11,384 — — 11,384 Total revenue — 188,300 — — 188,300 Costs and expenses: Operating and maintenance expenses — 47,203 — — 47,203 General and administrative expenses 12,947 — — — 12,947 Depreciation and amortization — 16,672 — — 16,672 Total costs and expenses 12,947 63,875 — — 76,822 (Loss) income from operations (12,947 ) 124,425 — — 111,478 Other income (expenses) Equity in earnings of subsidiaries 124,425 — — (124,425 ) — Interest expense, net (22,493 ) — — — (22,493 ) Amortization of loan fees (1,125 ) — — — (1,125 ) Net income 87,860 124,425 — (124,425 ) 87,860 Less: Net loss attributable to Predecessor — (150 ) — — (150 ) Less: Net income attributable to noncontrolling interest — 11,218 — — 11,218 Net income attributable to the partners 87,860 113,357 — (124,425 ) 76,792 Less: Net income attributable to the IDR holder 6,319 — — — 6,319 Net income attributable to PBF Logistics LP unitholders $ 81,541 $ 113,357 $ — $ (124,425 ) $ 70,473 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2016* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 112,626 $ 5,730 $ — $ 118,356 Third-party — 7,285 — — 7,285 Total revenue — 119,911 5,730 — 125,641 Costs and expenses: Operating and maintenance expenses — 23,293 3,592 — 26,885 General and administrative expenses 13,540 3 353 — 13,896 Depreciation and amortization — 6,870 2,673 — 9,543 Total costs and expenses 13,540 30,166 6,618 — 50,324 (Loss) income from operations (13,540 ) 89,745 (888 ) — 75,317 Other income (expenses) Equity in earnings of subsidiaries 88,857 — — (88,857 ) — Interest expense, net (21,298 ) — — — (21,298 ) Amortization of loan fees (1,261 ) — — — (1,261 ) Net income (loss) 52,758 89,745 (888 ) (88,857 ) 52,758 Less: Net loss attributable to Predecessor — (954 ) (4,131 ) — (5,085 ) Less: Net income attributable to noncontrolling interest — — 1,621 — 1,621 Net income attributable to the partners 52,758 90,699 1,622 (88,857 ) 56,222 Less: Net income attributable to the IDR holder 2,765 — — — 2,765 Net income attributable to PBF Logistics LP unitholders $ 49,993 $ 90,699 $ 1,622 $ (88,857 ) $ 53,457 * 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 Nine Months Ended September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 87,860 $ 124,425 $ — $ (124,425 ) $ 87,860 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 16,672 — — 16,672 Amortization of deferred financing fees 1,125 — — — 1,125 Unit-based compensation expense 4,515 — — — 4,515 Equity in earnings of subsidiaries (124,425 ) — — 124,425 — Changes in operating assets and liabilities: Accounts receivable - affiliates 124 694 — — 818 Accounts receivable — 3,188 — — 3,188 Prepaid expenses and other current assets (599 ) 270 — — (329 ) Accounts payable - affiliates 1,392 (892 ) — — 500 Accounts payable and accrued liabilities 5,817 1,888 — — 7,705 Amounts due to (from) related parties 64,063 (64,063 ) — — — Deferred revenue — 39 — — 39 Other assets and liabilities (7 ) (1,121 ) — — (1,128 ) Net cash provided by operating activities 39,865 81,100 — — 120,965 Cash flows from investing activities: Toledo Terminal Acquisition — (10,097 ) — — (10,097 ) Expenditures for property, plant and equipment — (61,344 ) — — (61,344 ) Purchase of marketable securities (75,036 ) — — — (75,036 ) Maturities of marketable securities 115,060 — — — 115,060 Investment in subsidiaries (10,550 ) — — 10,550 — Net cash provided by (used in) investing activities 29,474 (71,441 ) — 10,550 (31,417 ) Cash flows from financing activities: Distribution to unitholders (62,794 ) — — — (62,794 ) Distribution to TVPC members — (17,348 ) — — (17,348 ) Contribution from parent — 16,007 — (10,550 ) 5,457 Repayment of term loan (39,664 ) — — — (39,664 ) Net cash used in financing activities (102,458 ) (1,341 ) — (10,550 ) (114,349 ) Net change in cash and cash equivalents (33,119 ) 8,318 — — (24,801 ) Cash and equivalents, beginning of period 52,133 12,088 — — 64,221 Cash and equivalents, end of period $ 19,014 $ 20,406 $ — $ — $ 39,420 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2016* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 52,758 $ 89,745 $ (888 ) $ (88,857 ) $ 52,758 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 6,870 2,673 — 9,543 Amortization of deferred financing fees 1,261 — — — 1,261 Unit-based compensation expense 3,673 — — — 3,673 Equity in earnings of subsidiaries (88,857 ) — — 88,857 — Changes in operating assets and liabilities: Accounts receivable - affiliates (82 ) (510 ) (5,730 ) — (6,322 ) Accounts receivable — (3,981 ) — — (3,981 ) Prepaid expenses and other current assets (150 ) 2,384 — — 2,234 Accounts payable - affiliates (20 ) (1,345 ) 288 — (1,077 ) Accounts payable and accrued liabilities 6,817 (558 ) 3,304 — 9,563 Amounts due to (from) related parties 88,935 (88,935 ) — — — Deferred revenue — 889 — — 889 Other assets and liabilities (271 ) 15 — — (256 ) Net cash provided by (used in) operating activities 64,064 4,574 (353 ) — 68,285 Cash flows from investing activities: Plains Asset Purchase (98,373 ) — — — (98,373 ) Expenditures for property, plant and equipment — (8,043 ) — — (8,043 ) Purchase of marketable securities (1,779,997 ) — — — (1,779,997 ) Maturities of marketable securities 1,954,274 — — — 1,954,274 Investment in subsidiaries (1,157 ) — — 1,157 — Net cash provided by (used in) investing activities 74,747 (8,043 ) — 1,157 67,861 Cash flows from financing activities: Proceeds from issuance of common units, net of underwriters’ discount and commissions 138,255 — — — 138,255 Distribution to PBF LLC related to Acquisitions from PBF (175,000 ) — — (175,000 ) Distribution to unitholders (48,043 ) — — — (48,043 ) Contribution from parent — 4,880 353 (1,157 ) 4,076 Proceeds from revolving credit facility 174,700 — — — 174,700 Repayment of revolving credit facility (30,000 ) — — — (30,000 ) Repayment of term loan (174,536 ) — — — (174,536 ) Deferred financing costs and other (5 ) — — — (5 ) Net cash (used in) provided by financing activities (114,629 ) 4,880 353 (1,157 ) (110,553 ) Net change in cash and cash equivalents 24,182 1,411 — — 25,593 Cash and equivalents, beginning of period 18,678 — — — 18,678 Cash and equivalents, end of period $ 42,860 $ 1,411 $ — $ — $ 44,271 * Prior-period financial information has been retrospectively adjusted for the PNGPC Acquisition. |