CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS | 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS Delaware City Logistics Company LLC, Delaware Pipeline Company LLC, Delaware City Terminaling Company LLC, and Toledo Terminaling Company LLC are 100% owned subsidiaries of the Partnership 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, 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 Senior Secured 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. Prior to the initial public offering of the Partnership on May 14, 2014, all of the guarantor subsidiaries and related assets were previously owned by PBF LLC. As a result, Issuer financial statement information is not available or applicable for any periods prior to May 14, 2014, and any financial information prior to such date would be entirely attributable to the Guarantor Subsidiaries column of the consolidating financial statements of PBF Logistics. 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) March 31, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 20,179 $ — $ — $ — $ 20,179 Accounts receivable - affiliate — 13,950 — — 13,950 Prepaid expense and other current assets 124 179 — — 303 Due from related parties 648 45,330 — (45,978 ) — Total current assets 20,951 59,459 — (45,978 ) 34,432 Property, plant and equipment, net — 146,900 — — 146,900 Investment in subsidiaries 187,255 — — (187,255 ) — Marketable Securities 234,939 — — — 234,939 Deferred charges and other assets, net 1,991 — — — 1,991 Total assets $ 445,136 $ 206,359 $ — $ (233,233 ) $ 418,262 LIABILITIES AND EQUITY Current liabilities: Accounts Payable - affiliate 490 2,432 — — 2,922 Accounts Payable and accrued liabilities 1,318 186 — — 1,504 Due to related parties 45,330 648 — (45,978 ) — Total current liabilities 47,138 3,266 — (45,978 ) 4,426 Long-term debt 510,000 — — — 510,000 Total liabilities 557,138 3,266 — (45,978 ) 514,426 Commitments and contingencies Equity: Net investment — 203,093 — (187,255 ) 15,838 Common unitholders - Public (15,812,500 units issued and outstanding) 340,000 — — — 340,000 Common unitholders - PBF LLC (1,284,524 units issued and outstanding) (165,932 ) — — (165,932 ) Subordinated unitholders - PBF LLC (15,886,553 units issued and outstanding) (286,070 ) — — — (286,070 ) Total equity (112,002 ) 203,093 — (187,255 ) (96,164 ) Total liabilities and equity $ 445,136 $ 206,359 $ — $ (233,233 ) $ 418,262 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) December 31, 2014 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 14,165 $ — $ — $ — $ 14,165 Accounts receivable - affiliate — 11,630 — — 11,630 Prepaid expense and other current assets 224 173 — — 397 Due from related parties 245 24,393 — (24,638 ) — Total current assets 14,634 36,196 — (24,638 ) 26,192 Property, plant and equipment, net — 146,867 — — 146,867 Investment in subsidiaries 163,835 — — (163,835 ) — Marketable Securities 234,930 — — — 234,930 Deferred charges and other assets, net 2,152 — — — 2,152 Total assets $ 415,551 $ 183,063 $ — $ (188,473 ) $ 410,141 LIABILITIES AND EQUITY Current liabilities: Accounts Payable - affiliate 481 2,742 — — 3,223 Accounts Payable and accrued liabilities 970 528 — — 1,498 Due to related parties 24,393 245 — (24,638 ) — Total current liabilities 25,844 3,515 — (24,638 ) 4,721 Long-term debt 510,000 — — — 510,000 Total liabilities 535,844 3,515 — (24,638 ) 514,721 Commitments and contingencies Equity: Net investment — 179,548 — (163,835 ) 15,713 Common unitholders - Public (15,812,500 units issued and outstanding) 336,369 — — — 336,369 Common unitholders - PBF LLC (1,284,524 units issued and outstanding) (167,787 ) — — — (167,787 ) Subordinated unitholders - PBF LLC (15,886,553 units issued and outstanding) (288,875 ) — — — (288,875 ) Total equity (120,293 ) 179,548 — (163,835 ) (104,580 ) Total liabilities and equity $ 415,551 $ 183,063 $ — $ (188,473 ) $ 410,141 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED) Three Months Ended March 31, 2015 Issuer Guarantors Subsidiaries Non-Guarantors Subsidiaries Combining and Consolidated Adjustments Total Revenues from affiliates $ — $ 32,846 $ — $ — $ 32,846 Operating costs and expenses Operating and maintenance expenses 8,434 — — 8,434 General and administrative expenses 2,953 109 — — 3,062 Depreciation and amortization expense — 1,633 — — 1,633 Total operating costs and expenses 2,953 10,176 — — 13,129 Operating income (loss) (2,953 ) 22,670 — — 19,717 Other income (expenses) Equity in earnings (loss) of subsidiaries 22,680 — — (22,680 ) — Interest expenses net and other financing costs (1,803 ) 10 — — (1,793 ) Amortization of loan fees (162 ) — — — (162 ) Other income, net $ — $ — $ — — $ — Net income (loss) $ 17,762 $ 22,680 $ — $ (22,680 ) $ 17,762 Less: Net income attributable to Predecessor — 1,053 — — 1,053 Limited partners' interest in net income attributable to the Partnership $ 17,762 $ 21,627 $ — $ (22,680 ) $ 16,709 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Three Months Ended March 31, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 17,762 $ 22,680 $ — $ (22,680 ) $ 17,762 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 1,633 — — 1,633 Amortization of deferred financing fees 162 — — — 162 Unit-based compensation expense 930 — — — 930 Equity in earnings (22,680 ) — — 22,680 — Changes in current assets and current liabilities: Accounts receivable- affiliates — (2,320 ) — — (2,320 ) Prepaid expenses and other current assets 100 (6 ) — — 94 Accounts payable- affiliates 9 (310 ) — — (301 ) Accounts payable and accrued liabilities 257 (303 ) — — (46 ) Amounts due to/from related parties 20,534 (20,534 ) — — — Other assets and liabilities (15 ) — — — (15 ) Net cash provided by (used in) operating activities 17,059 840 — — 17,899 Cash flows from investing activities: Expenditures for property, plant and equipment — (76 ) — — (76 ) Purchase of marketable securities (689,693 ) — — — (689,693 ) Maturities of marketable securities 689,697 — — — 689,697 Investment in subsidiaries (164 ) 164 — — — Net cash provided by (used in) investing activities (160 ) 88 — — (72 ) Cash flows from financing activities: Parent contributions — (928 ) — — (928 ) Distributions to unitholders (10,885 ) — — — (10,885 ) Net cash provided by (used in) financing activities (10,885 ) (928 ) — — (11,813 ) Net increase in cash and cash equivalents 6,014 — — — 6,014 Cash and equivalents, beginning of period 14,165 — — — 14,165 Cash and equivalents, end of period $ 20,179 $ — $ — $ — $ 20,179 |