CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS | 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS DCLC, DPC, Delaware City Terminaling and Toledo Terminaling are 100% owned subsidiaries of the Partnership and 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. 12. CONDENSED CONSOLIDATING FINANCIAL STATEMETNS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) June 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 6,660 $ — $ — $ — $ 6,660 Accounts receivable - affiliates — 20,333 — — 20,333 Prepaid expense and other current assets 486 185 — — 671 Due from related parties 736 67,544 — (68,280 ) — Total current assets 7,882 88,062 — (68,280 ) 27,664 Property, plant and equipment, net — 145,941 — — 145,941 Investment in subsidiaries 231,845 — — (231,845 ) — Marketable securities 234,249 — — — 234,249 Deferred charges and other assets, net 9,912 — — — 9,912 Total assets $ 483,888 $ 234,003 $ — $ (300,125 ) $ 417,766 LIABILITIES AND EQUITY Current liabilities: Accounts Payable - affiliates $ 470 $ 1,361 $ — $ — $ 1,831 Accounts Payable and accrued liabilities 7,115 61 — — 7,176 Due to related parties 67,544 736 — (68,280 ) — Total current liabilities 75,129 2,158 — (68,280 ) 9,007 Long-term debt 608,700 — — — 608,700 Total liabilities 683,829 2,158 — (68,280 ) 617,707 Commitments and contingencies Equity: Net investment — 231,845 — (231,845 ) — Common unitholders - Public (15,877,632 and 15,812,500 units issued and outstanding, as of June 30, 2015 and December 31, 2014) 332,786 — — — 332,786 Common unitholders - PBF LLC (2,572,944 and 1,284,524 units issued and outstanding, as of June 30, 2015 and December 31, 2014) (250,314 ) — — — (250,314 ) Subordinated unitholders - PBF LLC (15,886,553 units issued and outstanding) (282,383 ) — — — (282,383 ) IDR holders - PBF LLC (30 ) — — — (30 ) Total equity (199,941 ) 231,845 — (231,845 ) (199,941 ) Total liabilities and equity $ 483,888 $ 234,003 $ — $ (300,125 ) $ 417,766 12. CONDENSED CONSOLIDATING FINANCIAL STATEMETNS 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 - affiliates — 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 - affiliates $ 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 STATEMETNS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED) Three Months Ended June 30, 2015 Issuer Guarantors Subsidiaries Non-Guarantors Subsidiaries Combining and Consolidated Adjustments Total Revenues from affiliates $ — $ 34,868 $ — $ — $ 34,868 Operating costs and expenses Operating and maintenance expenses — 4,768 — — 4,768 General and administrative expenses 3,347 382 — — 3,729 Depreciation and amortization expense — 1,637 — — 1,637 Total operating costs and expenses 3,347 6,787 — — 10,134 Operating income (loss) (3,347 ) 28,081 — — 24,734 Other income (expenses) Equity in earnings (loss) of subsidiaries 28,084 — — (28,084 ) — Interest expenses net and other financing costs (4,627 ) 3 — — (4,624 ) Amortization of loan fees (306 ) — — — (306 ) Other income, net — — — — — Net income (loss) 19,804 28,084 — (28,084 ) 19,804 Less: Net income attributable to Predecessor — 221 — — 221 Limited partners' interest in net income attributable to the Partnership $ 19,804 $ 27,863 $ — $ (28,084 ) $ 19,583 12. CONDENSED CONSOLIDATING FINANCIAL STATEMETNS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED) Three Months Ended June 30, 2014 Issuer Guarantors Subsidiaries Non-Guarantors Subsidiaries Combining and Consolidated Adjustments Total Revenues from affiliates $ 582 $ 9,586 $ — $ — $ 10,168 Operating costs and expenses Operating and maintenance expenses 94 4,723 — — 4,817 General and administrative expenses 917 692 — — 1,609 Depreciation and amortization expense 7 861 — — 868 Total operating costs and expenses 1,018 6,276 — — 7,294 Operating income (loss) (436 ) 3,310 — — 2,874 Other income (expenses) Equity in earnings (loss) of subsidiaries 3,312 — — (3,312 ) — Interest expenses net and other financing costs (287 ) 2 — — (285 ) Amortization of loan fees (73 ) — — — (73 ) Other income, net — — — — — Net income (loss) 2,516 3,312 — (3,312 ) 2,516 Less: Net income attributable to Predecessor — (2,901 ) — — (2,901 ) Limited partners' interest in net income attributable to the Partnership $ 2,516 $ 6,213 $ — $ (3,312 ) $ 5,417 12. CONDENSED CONSOLIDATING FINANCIAL STATEMETNS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED) Six Months Ended June 30, 2015 Issuer Guarantors Subsidiaries Non-Guarantors Subsidiaries Combining and Consolidated Adjustments Total Revenues from affiliates $ — $ 67,713 $ — $ — $ 67,713 Operating costs and expenses Operating and maintenance expenses — 13,210 — (8 ) 13,202 General and administrative expenses 6,302 481 — 8 6,791 Depreciation and amortization expense — 3,270 — — 3,270 Total operating costs and expenses 6,302 16,961 — — 23,263 Operating income (loss) (6,302 ) 50,752 — — 44,450 Other income (expenses) Equity in earnings (loss) of subsidiaries 50,765 — — (50,765 ) — Interest expenses net and other financing costs (6,431 ) 13 — — (6,418 ) Amortization of loan fees (467 ) — — — (467 ) Other income, net — — — — — Net income (loss) 37,565 50,765 — (50,765 ) 37,565 Less: Net income attributable to Predecessor — 1,274 — — 1,274 Limited partners' interest in net income attributable to the Partnership $ 37,565 $ 49,491 $ — $ (50,765 ) $ 36,291 12. CONDENSED CONSOLIDATING FINANCIAL STATEMETNS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED) Six Months Ended June 30, 2014 Issuer Guarantors Subsidiaries Non-Guarantors Subsidiaries Combining and Consolidated Adjustments Total Revenues from affiliates $ 582 $ 11,768 $ — $ — $ 12,350 Operating costs and expenses Operating and maintenance expenses 94 9,571 — — 9,665 General and administrative expenses 917 1,489 — — 2,406 Depreciation and amortization expense 7 1,722 — — 1,729 Total operating costs and expenses 1,018 12,782 — — 13,800 Operating income (loss) (436 ) (1,014 ) — — (1,450 ) Other income (expenses) Equity in earnings (loss) of subsidiaries (1,010 ) — — 1,010 — Interest expenses net and other financing costs (287 ) 4 — — (283 ) Amortization of loan fees (73 ) — — — (73 ) Other income, net — — — — — Net income (loss) (1,806 ) (1,010 ) — 1,010 (1,806 ) Less: Net income attributable to Predecessor — (7,223 ) — — (7,223 ) Limited partners' interest in net income attributable to the Partnership $ (1,806 ) $ 6,213 $ — $ 1,010 $ 5,417 12. CONDENSED CONSOLIDATING FINANCIAL STATEMETNS OF PBF LOGISTICS 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) $ 37,565 $ 50,765 $ — $ (50,765 ) $ 37,565 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 3,270 — — 3,270 Amortization of deferred financing fees 467 — — — 467 Unit-based compensation expense 1,613 — — — 1,613 Equity in earnings (50,765 ) — — 50,765 — Changes in current assets and current liabilities: Accounts receivable - affiliates — (8,703 ) — — (8,703 ) Prepaid expenses and other current assets (262 ) (57 ) — — (319 ) Accounts payable - affiliates (11 ) (1,381 ) — — (1,392 ) Accounts payable and accrued liabilities 5,865 (358 ) — — 5,507 Amounts due to/from related parties 42,660 (42,660 ) — — — Other assets and liabilities (20 ) — — — (20 ) Net cash provided by (used in) operating activities 37,112 876 — — 37,988 Cash flows from investing activities: Expenditures for property, plant and equipment — (220 ) — — (220 ) Purchase of marketable securities (1,379,386 ) — — — (1,379,386 ) Maturities of marketable securities 1,380,085 — — — 1,380,085 Investment in subsidiaries (380 ) — — 380 — Net cash provided by (used in) investing activities 319 (220 ) — 380 479 Cash flows from financing activities: Distribution to PBF LLC related to Acquisition (112,500 ) 380 — (380 ) (112,500 ) Parent contribution — (1,036 ) — — (1,036 ) Repayment of term loan (700 ) — — — (700 ) Proceeds from senior notes 350,000 — — — 350,000 Proceeds of revolving credit agreement 24,500 — — — 24,500 Repayment of revolving credit agreement (275,100 ) — — — (275,100 ) Distribution to unitholders (22,911 ) — — — (22,911 ) Deferred financing costs (8,225 ) — — — (8,225 ) Net cash provided by (used in) financing activities (44,936 ) (656 ) — (380 ) (45,972 ) Net increase in cash and cash equivalents (7,505 ) — — — (7,505 ) Cash and equivalents, beginning of period 14,165 — — — 14,165 Cash and equivalents, end of period $ 6,660 $ — $ — $ — $ 6,660 12. CONDENSED CONSOLIDATING FINANCIAL STATEMETNS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Six Months Ended June 30, 2014 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ (1,806 ) $ (1,010 ) $ — $ 1,010 $ (1,806 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7 1,722 — — 1,729 Amortization of deferred financing fees 73 — — — 73 Unit-based compensation expense 195 — — — 195 Equity in earnings 1,010 — — (1,010 ) — Changes in current assets and current liabilities: Accounts receivable - affiliates (582 ) (7,200 ) — — (7,782 ) Prepaid expenses and other current assets (495 ) 90 — — (405 ) Accounts payable - affiliates 739 3,258 — — 3,997 Accounts payable and accrued liabilities 286 (731 ) — — (445 ) Amounts due to/from related parties — — — — — Other assets and liabilities 3 — — — 3 Net cash provided by (used in) operating activities (570 ) (3,871 ) — — (4,441 ) Cash flows from investing activities: Expenditures for property, plant and equipment (1,160 ) (24,959 ) — — (26,119 ) Purchase of marketable securities (599,997 ) — — — (599,997 ) Maturities of marketable securities 299,987 — — — 299,987 Net cash provided by (used in) investing activities (301,170 ) (24,959 ) — — (326,129 ) Cash flows from financing activities: Proceeds from issuance of common units, net of underwriters' discount and commissions 340,957 — — — 340,957 Offering costs for issuance of common units (5,000 ) (5,000 ) Distribution to PBF LLC related to IPO (328,664 ) (328,664 ) Parent contribution 914 28,835 29,749 Proceeds from term loan 300,000 300,000 Deferred financing costs (2,293 ) — — — (2,293 ) Net cash provided by (used in) financing activities 305,914 28,835 — — 334,749 Net increase in cash and cash equivalents 4,174 5 — — 4,179 Cash and equivalents, beginning of period — 75 — — 75 Cash and equivalents, end of period $ 4,174 $ 80 $ — $ — $ 4,254 |