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EX-99.3 - EX-99.3 - PBF Logistics LPd670220dex993.htm
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Exhibit 99.2

CPI OPERATIONS LLC

Unaudited consolidated financial statements of CPI Operations as of September 30, 2018

and for the nine months ended September 30, 2018 and 2017.


CPI OPERATIONS LLC

Consolidated Balance Sheets

(Thousands of dollars)

 

     September 30,
2018
    December 31,
2017
 
     (Unaudited)        

Assets

    

Current assets:

    

Cash and cash equivalents

   $ —         —    

Accounts receivable

     461       1,419  

Other current assets

     2,810       2,363  
  

 

 

   

 

 

 

Total current assets

     3,271       3,782  
  

 

 

   

 

 

 

Property, plant and equipment

     111,642       102,862  

Accumulated depreciation

     (26,978     (21,362
  

 

 

   

 

 

 

Property, plant and equipment, net

     84,664       81,500  

Other long-term assets, net

     177       283  
  

 

 

   

 

 

 

Total assets

   $ 88,112       85,565  
  

 

 

   

 

 

 

Liabilities and Member’s Equity

    

Current liabilities:

    

Accounts payable

   $ 1,269       1,270  

Accrued liabilities

     656       1,543  

Taxes other than income tax

     79       94  
  

 

 

   

 

 

 

Total current liabilities

     2,004       2,907  

Other long-term liabilities

     750       795  
  

 

 

   

 

 

 

Total liabilities

     2,754       3,702  

Member’s equity

     85,358       81,863  
  

 

 

   

 

 

 

Total liabilities and member’s equity

   $ 88,112       85,565  
  

 

 

   

 

 

 

 

See accompanying notes to consolidated financial statements.

 

2


CPI OPERATIONS LLC

Consolidated Statements of Operations

(Thousands of dollars)

 

     Nine months ended
September 30
 
     2018     2017  
     (Unaudited)  

Sales

   $ 17,423       8,879  

Costs and expenses:

    

Operating expenses

     14,833       24,564  

General and administrative expenses

     5,663       14,214  

Depreciation and amortization expense

     5,615       10,148  
  

 

 

   

 

 

 

Total costs and expenses

     26,111       48,926  
  

 

 

   

 

 

 

Operating loss

     (8,688     (40,047

Interest expense

     (36     (40
  

 

 

   

 

 

 

Loss from continuing operations

     (8,724     (40,087

Income from discontinued operations

     —         140,545  
  

 

 

   

 

 

 

Net income (loss)

   $ (8,724     100,458  
  

 

 

   

 

 

 

 

See accompanying notes to consolidated financial statements.

 

3


CPI OPERATIONS LLC

Consolidated Statements of Member’s Equity

(Thousands of dollars)

 

     Nine months ended
September 30
 
     2018     2017  
     (Unaudited)  

Balance as of beginning of period

   $ 81,863       152,254  

Net income (loss)

     (8,724     100,458  

Net Transfer from (to) Crown Point

     12,219       (173,824
  

 

 

   

 

 

 

Balance as of end of period

   $ 85,358       78,888  
  

 

 

   

 

 

 

 

See accompanying notes to consolidated financial statements.

 

4


CPI OPERATIONS LLC

Consolidated Statements of Cash Flows

(Thousands of dollars)

 

     Nine months ended
September 30
 
     2018     2017  
     (Unaudited)  

Cash flows from operating activities:

    

Net income (loss)

   $ (8,724     100,458  

Adjustments to reconcile net income (loss) to net cash used in operating activities:

    

Depreciation and amortization expense

     5,615       10,148  

Debt issuance cost, and long-term debt discount amortization

     106       297  

Gain on sale or disposition of assets

     —         (143,209

Changes in assets and liabilities:

    

Decrease in accounts receivable

     958       11,102  

Decrease in other current assets

     (447     23,274  

Decrease in accounts payable

     (1     (8,969

Decrease in payable to related parties

     —         (11

Decrease in accrued liabilities

     (887     (2,821

Decrease in taxes other than income

     (15     (316

Decrease in other long-term assets

     —         147  

Decrease in other long-term liabilities

     (45     (40
  

 

 

   

 

 

 

Net cash used in operating activities

     (3,440     (9,940
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Capital expenditures

     (8,779     (4,541

Proceeds from sale of marketing operations

     —         187,269  

Proceeds from sale of assets

     —         1,036  
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     (8,779     183,764  
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Net Transfer from (to) Crown Point

     12,219       (173,824
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     12,219       (173,824
  

 

 

   

 

 

 

Net decrease in cash

     —         —    

Cash as of the beginning of the period

     —         —    
  

 

 

   

 

 

 

Cash as of the end of the period

   $ —         —    
  

 

 

   

 

 

 

 

See accompanying notes to consolidated financial statements.

 

5


CPI OPERATIONS LLC

Notes to Consolidated Financial Statements

 

(1)

Organization and Operations

Organization

CPI Operations LLC (CPI or the Company) formerly Axeon Refinery LLC, is a wholly owned subsidiary of Crown Point International LLC (Crown Point or the Parent), formerly Axeon Specialty Products LLC, a Delaware Limited Liability company and a wholly owned subsidiary of an affiliate of Lindsay Goldberg LLC. CPI results included a wholly owned subsidiary, Axeon Marketing LLC, until its sale in February 2017 (the Sale), as more fully described in note 3.

These financial statements were derived from the consolidated financial statements and accounting records of Crown Point. These financial statements reflect the historical financial position, results of operations, and cash flows of CPI that are owned by Crown Point.

Crown Point uses a centralized approach to the cash management and financing of its operations. CPI transfers cash to Crown Point daily and Crown Point funds CPI’s operating and investing activities as needed. Accordingly, cash held by Crown Point at the corporate level was not allocated to CPI for any of the periods presented. The Company reflected transfers of cash to and from the Parent’s cash management system as a component of net investment on the balance sheet, and these net transfers of cash are reflected as a financing activity in the statement of cash flows.

Operations

CPI currently operates as a terminal business with an idle refinery. The terminal business consists of leasing tank space to various customers for the storage of asphalt, fuel oil, gasoline components and other petroleum based products. The terminal is located in Paulsboro, New Jersey on the Delaware River and has a storage capacity of 40.1 million barrels. Its location on the Delaware River allows customers direct access via barges and ships. The terminal consists of three petroleum refining units (currently out of service), a liquid storage terminal for petroleum based products, three marine docks and a polymer modified asphalt production facility. Depending on the type of product, the terminal can receive customer products via ship, barge, railcar and tanker truck.

 

(2)

Summary of Significant Accounting Policies

 

  (a)

Consolidation

The accompanying consolidated financial statements represent the consolidated operations of the Company and its subsidiary. Intercompany balances and transactions have been eliminated in consolidation.

 

  (b)

Use of Estimates

The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, management reviews their estimates based on currently available information. Management may revise estimates due to changes in facts and circumstances.

 

   6    (Continued)


CPI OPERATIONS LLC

Notes to Consolidated Financial Statements

 

  (c)

Accounts Receivable

Accounts receivable represent valid claims against nonaffiliated customers for the lease of tank capacity, utilities, polymer modified asphalt blending and other ancillary charges. Outstanding customer receivable balances are regularly reviewed for possible nonpayment indicators and allowances for doubtful accounts are recorded based upon management’s estimate of collectability at the time of their review. Accounts receivable are presented net of an allowance for doubtful accounts.

 

  (d)

Property, Plant and Equipment

The Company records additions to property, plant and equipment, at cost. Repair and maintenance costs associated with existing assets that are minor in nature and do not extend the useful life of existing assets are charged to operating expenses as incurred.

Depreciation of property, plant and equipment is recorded on a straight-line basis over the estimated useful lives of the related assets. The applicable costs and accumulated depreciation of assets that are sold, retired, or otherwise disposed of are removed from the accounts and the resulting gain or loss is recognized as a gain or loss on sale or disposition of assets in the consolidated statement of operations.

The Company reviews property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company performs the evaluation of recoverability using undiscounted estimated net cash flows generated by the related asset. If the Company deems an asset to be impaired, the Company determines the amount of impairment as the amount by which the net carrying value exceeds its fair value. The Company believes that the carrying amounts of the property, plant and equipment as of September 30, 2018 and December 31, 2017 are recoverable.

 

  (e)

Taxes Other than Income Taxes

Taxes other than income taxes include liabilities for ad valorem taxes, sales and use taxes, excise fees and taxes.

 

  (f)

Income Taxes

The Company is classified as a partnership for income tax purposes and are not subject to federal or state income taxes. Accordingly, taxable income or loss, which may vary substantially from income or loss reported for financial reporting purposes, is included in the federal and state income tax returns of the individual Members.

 

  (g)

Environmental Remediation Costs

Environmental remediation costs are expensed and an associated accrual established when site restoration and environmental remediation and cleanup obligations are either known or considered probable and can be reasonably estimated. These environmental obligations are based on estimates of probable undiscounted future costs over a 20-year time period using currently available technology and applying current regulations, as well as our own internal environmental policies. The environmental liabilities have not been reduced by possible recoveries from third parties. Environmental costs include initial site surveys, costs for remediation and restoration and ongoing monitoring costs, as well as fines, damages and other costs, when estimable. Adjustments to initial estimates are recorded, from time to

 

   7    (Continued)


CPI OPERATIONS LLC

Notes to Consolidated Financial Statements

 

time, to reflect changing circumstances and estimates based upon additional information developed in subsequent periods. As of September 30, 2018 and December 31, 2017, $0.1 million was classified as current and included in “Accrued liabilities,” and $0.8 million was included in “Other long-term liabilities” on the consolidated balance sheet related to estimated future environmental remediation costs.

 

  (h)

Revenue Recognition

During 2017, revenue included of the sale of asphalt, crude oil and other petroleum products, noted as discontinued operations in note 3. Following the Sale of Axeon Marketing LLC on February 22, 2017, CPI’s revenue included selling the remaining crude oil and other petroleum products as well as the continued operations of the business, which consisted of leasing tank capacity, utilities, polymer modified asphalt blending and other ancillary charges. Revenue is recognized monthly as it is earned.

The components of the revenues for September 30, 2018 and 2017 were as follows (in thousands):

 

     September 30,      September 30,  
     2018      2017  

Storage and other revenues

   $ 17,423        8,878  
  

 

 

    

 

 

 

Operating revenues from continuing operations

     17,423        8,878  
  

 

 

    

 

 

 

Product sales

     —          115,426  
  

 

 

    

 

 

 

Operating revenues from discontinued operations

     —          115,426  
  

 

 

    

 

 

 

Total revenues

   $ 17,423        124,304  
  

 

 

    

 

 

 

 

   8    (Continued)


CPI OPERATIONS LLC

Notes to Consolidated Financial Statements

 

As of September 30, 2018, future minimum rentals to be received related to noncancelable commercial agreements were as follows (in thousands):

 

Remainder of 2018

   $ 5,503  

2019

     22,000  

2020

     17,737  

2021

     8,998  

2022

     1,314  

Thereafter

     —    
  

 

 

 
   $ 55,552  
  

 

 

 

As of September 30, 2017, future minimum rentals to be received related to noncancelable commercial agreements were as follows (in thousands):

 

Remainder of 2017

   $ 4,510  

2018

     22,000  

2019

     22,000  

2020

     17,737  

2021

     8,998  

Thereafter

     1,314  
  

 

 

 
   $ 76,559  
  

 

 

 

 

  (i)

Operating Leases

The Company recognizes rent expense on a straight-line basis over the lease term.

 

  (j)

General and Administrative Expenses

All general and administrative expenses for Crown Point were allocated to CPI, as CPI is the only company owned by Crown Point and all general and administrative services performed by Crown Point are to support CPI.

 

(3)

Dispositions

Sale of Axeon Marketing LLC

On February 22, 2017, the Company closed on the sale of all of the issued and outstanding membership interest of Axeon Marketing LLC to a third party. Axeon Marketing LLC is a subsidiary of CPI, and comprises the retail asphalt marketing operations of the Company. Total consideration for the Sale was $192.0 million, for which a cash payment of $17.0 million was received by Crown Point and the remaining $175.0 million was used to satisfy the obligations as it related to the Parents’ debt. The Sale also included all of Axeon Marketing’s asphalt inventory, which was located in 13 leased terminals and within the Paulsboro terminal and totaled $44.1 million. After adjustments for the net book value of the assets transferred and transaction costs incurred, the Company recorded a pre-tax gain of $143.2 million.

 

   9    (Continued)


CPI OPERATIONS LLC

Notes to Consolidated Financial Statements

 

Discontinued Operations

Under the terms of the agreement, the Company will have no significant continuing involvement in the operations of the retail asphalt marketing business, which is a strategic shift that will significantly impact the ongoing operations of the Company. As a result of the Sale, the Company decided to idle the refinery in Paulsboro, New Jersey upon its completion of processing crude oil inventories on hand at the time of the Sale. The refining operations ceased in June of 2017. Therefore, asphalt refining and marketing operations qualified as a discontinued operation of the Company and accordingly, the Company has excluded the results of those operations from continuing operations within its consolidated statement of operations.

The following table shows the results of operations of the retail marketing operations which are included in the Income from discontinued operations:

 

     September 30,  
     2017  

Product sales

   $ 115,426  

Cost of product sales

     107,315  
  

 

 

 

Gross margin

     8,111  

Operating expenses

     7,483  

General and administrative expenses

     3,287  

Depreciation and amortization expense

     5  

Gain on sale or disposition of assets

     (143,209
  

 

 

 

Income from discontinued operations

   $ 140,545  
  

 

 

 

Per the agreement, there were no tangible assets to be sold other than the working capital of Axeon Marketing LLC which consists solely of asphalt inventories of $44.1 million.

 

   10    (Continued)


CPI OPERATIONS LLC

Notes to Consolidated Financial Statements

 

(4)

Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

 

     Estimated
useful lives
     September 30,
2018
 
     (Years)         

Land

      $ 10,230  

Leasehold improvements

     10–35        5,292  

Buildings

     15–40        2,480  

Storage and terminal equipment

     15–35        75,331  

Construction in progress

        18,308  
     

 

 

 

Total

        111,641  

Less accumulated depreciation and amortization

        (26,978
     

 

 

 

Property, plant and equipment, net

      $ 84,664  
     

 

 

 

Depreciation expense for property, plant and equipment totaled $5.3 million for the period ended September 30, 2018 and $4.6 million for the period ended September 30, 2017.

 

(5)

Commitments and Contingencies

Contingencies

The Company’s operations are subject to extensive federal, state, and local environmental laws and regulations, including those relating to the discharge of materials into the environment, waste management and pollution preventive measures. Although the Company believes its operations generally comply with applicable environmental regulations, risks of additional costs and liabilities are inherent within the industry, and there can be no assurances that significant costs and liabilities will not be incurred in the future. As environmental and safety laws and regulations are becoming more complex and stringent and new environmental and safety laws and regulations are continuously being enacted or proposed, the level of future expenditures required for environmental, health and safety matters will likely increase.

From time to time the Company may become involved in various legal matters arising in the ordinary course of business. The Company records accruals for loss contingencies when losses are considered probable and can be reasonably estimated.

 

(6)

Fair Value Measurements

The Company recognized accounts receivable, accounts payable, accrued liabilities, and payable to related party in the consolidated balance sheet at their carrying amount. The fair values of these financial instruments approximate their carrying amounts due to the relatively short period to maturity of these instruments.

 

   11    (Continued)


CPI OPERATIONS LLC

Notes to Consolidated Financial Statements

 

(7)

Employee Benefit Plans

401(k) Plan

The Company has a qualified defined contribution plan that became effective January 1, 2013. Participation in the 401(k) Plan is voluntary and is open to substantially all CPI employees upon their date of hire, except for part-time employees (as defined in the 401(k) Plan), who become eligible upon completing one year of service (as defined in the 401(k) Plan). The 401(k) Plan participants can contribute from 1% up to 30% of their total annual compensation as defined in the plan document to the 401(k) Plan in the form of pre-tax, after-tax and/or Roth 401(k) contributions, limited to a maximum annual amount as set periodically by the Internal Revenue Service. CPI makes matching contributions in an amount equal to 100% of each participant’s employee contributions up to a maximum of 6% of the participant’s total annual compensation. Effective January 1, 2015, matching contributions immediately vest at 100%. The Company’s matching contributions to the 401(k) Plan totaled $0.2 million and $0.6 million for the period ended September 30, 2018 and 2017. In 2015, the Company implemented a discretionary profit sharing program with payouts in the form of 401(k) Plan contributions dependent on achievement of annual earnings and safety targets and ranging from 0% to 8% of a participant’s total annual compensation. There were no contributions under the profit sharing program in 2017.

 

(8)

Concentrations of Credit Risk and Labor Force

The Company generated its revenue exclusively from two customers at September 30, 2017 and September 30, 2018.

 

(9)

Subsequent Events

The Company has evaluated subsequent events through December 17, 2018, the date these unaudited interim financial statements

were available for issuance.

On October 1, 2018, the Company was acquired by PBF Logistics LP for total consideration of $107 million.

 

   12