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 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.” In addition, PBF LLC provides a limited guarantee of collection of the principal amount of the 2023 Notes, but is not otherwise subject to the covenants of the Indenture. Refer to PBF LLC’s Quarterly Report on Form 10-Q for its condensed consolidated financial statements. 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 STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 2,599 $ 19,410 $ — $ — $ 22,009 Accounts receivable - affiliates 24 32,457 — — 32,481 Accounts receivable — 1,308 — — 1,308 Prepaids and other current assets 541 1,850 — — 2,391 Due from related parties 69,403 423,221 — (492,624 ) — Total current assets 72,567 478,246 — (492,624 ) 58,189 Property, plant and equipment, net — 670,261 — — 670,261 Other non-current assets — 30 — — 30 Investment in subsidiaries 892,182 — — (892,182 ) — Total assets $ 964,749 $ 1,148,537 $ — $ (1,384,806 ) $ 728,480 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 552 $ 4,816 $ — $ — $ 5,368 Accounts payable and accrued liabilities 17,624 8,365 — — 25,989 Deferred revenue — 843 — — 843 Due to related parties 423,221 69,403 — (492,624 ) — Total current liabilities 441,397 83,427 — (492,624 ) 32,200 Long-term debt 539,456 — — — 539,456 Other long-term liabilities — 2,003 — — 2,003 Total liabilities 980,853 85,430 — (492,624 ) 573,659 Commitments and contingencies (Note 8) Equity: Net Investment - Predecessor — 892,182 — (892,182 ) — Common unitholders (19,063 ) — — — (19,063 ) IDR holder - PBF LLC 2,959 — — — 2,959 Total PBF Logistics LP equity (16,104 ) 892,182 — (892,182 ) (16,104 ) Noncontrolling interest — 170,925 — — 170,925 Total equity (16,104 ) 1,063,107 — (892,182 ) 154,821 Total liabilities and equity $ 964,749 $ 1,148,537 $ — $ (1,384,806 ) $ 728,480 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 10,909 $ 8,755 $ — $ — $ 19,664 Accounts receivable - affiliates 1 40,816 — — 40,817 Accounts receivable — 1,423 — — 1,423 Prepaids and other current assets 571 1,222 — — 1,793 Due from related parties 64,162 388,737 — (452,899 ) — Total current assets 75,643 440,953 — (452,899 ) 63,697 Property, plant and equipment, net — 673,823 — — 673,823 Other non-current assets — 30 — — 30 Investment in subsidiaries 856,257 — — (856,257 ) — Total assets $ 931,900 $ 1,114,806 $ — $ (1,309,156 ) $ 737,550 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 2,022 $ 6,330 $ — $ — $ 8,352 Accounts payable and accrued liabilities 7,156 12,638 — — 19,794 Deferred revenue — 1,438 — — 1,438 Due to related parties 388,737 64,162 — (452,899 ) — Total current liabilities 397,915 84,568 — (452,899 ) 29,584 Long-term debt 548,793 — — — 548,793 Other long-term liabilities — 2,078 — — 2,078 Total liabilities 946,708 86,646 — (452,899 ) 580,455 Commitments and contingencies (Note 8) Equity: Net Investment - Predecessor — 856,257 — (856,257 ) — Common unitholders (17,544 ) — — — (17,544 ) IDR holder - PBF LLC 2,736 — — — 2,736 Total PBF Logistics LP equity (14,808 ) 856,257 — (856,257 ) (14,808 ) Noncontrolling interest — 171,903 — — 171,903 Total equity (14,808 ) 1,028,160 — (856,257 ) 157,095 Total liabilities and equity $ 931,900 $ 1,114,806 $ — $ (1,309,156 ) $ 737,550 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 60,864 $ — $ — $ 60,864 Third-party — 3,175 — — 3,175 Total revenue — 64,039 — — 64,039 Costs and expenses: Operating and maintenance expenses — 18,048 — — 18,048 General and administrative expenses 4,291 — — — 4,291 Depreciation and amortization — 6,495 — — 6,495 Total costs and expenses 4,291 24,543 — — 28,834 Income (loss) from operations (4,291 ) 39,496 — — 35,205 Other income (expense): Equity in earnings of subsidiaries 39,496 — — (39,496 ) — Interest expense, net (9,585 ) — — — (9,585 ) Amortization of loan fees and debt premium (363 ) — — — (363 ) Net income 25,257 39,496 — (39,496 ) 25,257 Less: Net income attributable to noncontrolling interest — 4,022 — — 4,022 Net income attributable to the partners 25,257 35,474 — (39,496 ) 21,235 Less: Net income attributable to the IDR holder 2,959 — — — 2,959 Net income attributable to PBF Logistics LP unitholders $ 22,298 $ 35,474 $ — $ (39,496 ) $ 18,276 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended March 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 56,202 $ — $ — $ 56,202 Third-party — 4,275 — — 4,275 Total revenue — 60,477 — — 60,477 Costs and expenses: Operating and maintenance expenses — 15,769 — — 15,769 General and administrative expenses 3,315 — — — 3,315 Depreciation and amortization — 5,352 — — 5,352 Total costs and expenses 3,315 21,121 — — 24,436 Income (loss) from operations (3,315 ) 39,356 — — 36,041 Other income (expense): Equity in earnings of subsidiaries 39,356 — — (39,356 ) — Interest expense, net (7,568 ) — — — (7,568 ) Amortization of loan fees (416 ) — — — (416 ) Net income 28,057 39,356 — (39,356 ) 28,057 Less: Net loss attributable to Predecessor — (150 ) — — (150 ) Less: Net income attributable to noncontrolling interest — 3,599 — — 3,599 Net income attributable to the partners 28,057 35,907 — (39,356 ) 24,608 Less: Net income attributable to the IDR holder 1,686 — — — 1,686 Net income attributable to PBF Logistics LP unitholders $ 26,371 $ 35,907 $ — $ (39,356 ) $ 22,922 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 25,257 $ 39,496 $ — $ (39,496 ) $ 25,257 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 6,495 — — 6,495 Amortization of loan fees and debt premium 363 — — — 363 Unit-based compensation expense 834 — — — 834 Equity in earnings of subsidiaries (39,496 ) — — 39,496 — Changes in operating assets and liabilities: Accounts receivable - affiliates (23 ) 8,359 — — 8,336 Accounts receivable — 115 — — 115 Prepaids and other current assets 30 (628 ) — — (598 ) Accounts payable - affiliates (1,470 ) (1,514 ) — — (2,984 ) Accounts payable and accrued liabilities 10,172 (3,264 ) — — 6,908 Amounts due to (from) related parties 29,243 (29,243 ) — — — Deferred revenue — (595 ) — — (595 ) Other assets and liabilities — (75 ) — — (75 ) Net cash provided by operating activities 24,910 19,146 — — 44,056 Cash flows from investing activities: Expenditures for property, plant and equipment — (3,953 ) — — (3,953 ) Investment in subsidiaries (462 ) — — 462 — Net cash used in investing activities $ (462 ) $ (3,953 ) $ — $ 462 $ (3,953 ) 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (23,058 ) $ — $ — $ — $ (23,058 ) Contribution from parent — 462 — (462 ) — Distributions to TVPC members — (5,000 ) — — (5,000 ) Repayment of revolving credit facility (9,700 ) — — — (9,700 ) Net cash used in financing activities (32,758 ) (4,538 ) — (462 ) (37,758 ) Net change in cash and cash equivalents (8,310 ) 10,655 — — 2,345 Cash and cash equivalents at beginning of year 10,909 8,755 — — 19,664 Cash and cash equivalents at end of period $ 2,599 $ 19,410 $ — $ — $ 22,009 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 28,057 $ 39,356 $ — $ (39,356 ) $ 28,057 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 5,352 — — 5,352 Amortization of loan fees 416 — — — 416 Unit-based compensation expense 680 — — — 680 Equity in earnings of subsidiaries (39,356 ) — — 39,356 — Changes in operating assets and liabilities: Accounts receivable - affiliates 90 7,770 — — 7,860 Accounts receivable — 2,472 — — 2,472 Prepaids and other current assets 110 (407 ) — — (297 ) Accounts payable - affiliates 2,802 (2,081 ) — — 721 Accounts payable and accrued liabilities 6,974 1,147 — — 8,121 Amounts due to (from) related parties 29,200 (29,200 ) — — — Deferred revenue — 246 — — 246 Other assets and liabilities (7 ) 176 — — 169 Net cash provided by operating activities 28,966 24,831 — — 53,797 Cash flows from investing activities: Expenditures for property, plant and equipment — (19,467 ) — — (19,467 ) Purchase of marketable securities (75,036 ) — — — (75,036 ) Maturities of marketable securities 75,006 — — — 75,006 Investment in subsidiaries (2,753 ) — — 2,753 — Net cash used in investing activities $ (2,783 ) $ (19,467 ) $ — $ 2,753 $ (19,497 ) 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Three Months Ended March 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (20,059 ) $ — $ — $ — $ (20,059 ) Distributions to TVPC members — (3,425 ) — — (3,425 ) Contribution from parent — 8,210 — (2,753 ) 5,457 Repayment of term loan (39,664 ) — — — (39,664 ) Net cash (used in) provided by financing activities (59,723 ) 4,785 — (2,753 ) (57,691 ) Net change in cash and cash equivalents (33,540 ) 10,149 — — (23,391 ) Cash and cash equivalents at beginning of year 52,133 12,088 — — 64,221 Cash and cash equivalents at end of period $ 18,593 $ 22,237 $ — $ — $ 40,830 |
Condensed Cash Flow Statement | 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 25,257 $ 39,496 $ — $ (39,496 ) $ 25,257 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 6,495 — — 6,495 Amortization of loan fees and debt premium 363 — — — 363 Unit-based compensation expense 834 — — — 834 Equity in earnings of subsidiaries (39,496 ) — — 39,496 — Changes in operating assets and liabilities: Accounts receivable - affiliates (23 ) 8,359 — — 8,336 Accounts receivable — 115 — — 115 Prepaids and other current assets 30 (628 ) — — (598 ) Accounts payable - affiliates (1,470 ) (1,514 ) — — (2,984 ) Accounts payable and accrued liabilities 10,172 (3,264 ) — — 6,908 Amounts due to (from) related parties 29,243 (29,243 ) — — — Deferred revenue — (595 ) — — (595 ) Other assets and liabilities — (75 ) — — (75 ) Net cash provided by operating activities 24,910 19,146 — — 44,056 Cash flows from investing activities: Expenditures for property, plant and equipment — (3,953 ) — — (3,953 ) Investment in subsidiaries (462 ) — — 462 — Net cash used in investing activities $ (462 ) $ (3,953 ) $ — $ 462 $ (3,953 ) 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (23,058 ) $ — $ — $ — $ (23,058 ) Contribution from parent — 462 — (462 ) — Distributions to TVPC members — (5,000 ) — — (5,000 ) Repayment of revolving credit facility (9,700 ) — — — (9,700 ) Net cash used in financing activities (32,758 ) (4,538 ) — (462 ) (37,758 ) Net change in cash and cash equivalents (8,310 ) 10,655 — — 2,345 Cash and cash equivalents at beginning of year 10,909 8,755 — — 19,664 Cash and cash equivalents at end of period $ 2,599 $ 19,410 $ — $ — $ 22,009 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 28,057 $ 39,356 $ — $ (39,356 ) $ 28,057 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 5,352 — — 5,352 Amortization of loan fees 416 — — — 416 Unit-based compensation expense 680 — — — 680 Equity in earnings of subsidiaries (39,356 ) — — 39,356 — Changes in operating assets and liabilities: Accounts receivable - affiliates 90 7,770 — — 7,860 Accounts receivable — 2,472 — — 2,472 Prepaids and other current assets 110 (407 ) — — (297 ) Accounts payable - affiliates 2,802 (2,081 ) — — 721 Accounts payable and accrued liabilities 6,974 1,147 — — 8,121 Amounts due to (from) related parties 29,200 (29,200 ) — — — Deferred revenue — 246 — — 246 Other assets and liabilities (7 ) 176 — — 169 Net cash provided by operating activities 28,966 24,831 — — 53,797 Cash flows from investing activities: Expenditures for property, plant and equipment — (19,467 ) — — (19,467 ) Purchase of marketable securities (75,036 ) — — — (75,036 ) Maturities of marketable securities 75,006 — — — 75,006 Investment in subsidiaries (2,753 ) — — 2,753 — Net cash used in investing activities $ (2,783 ) $ (19,467 ) $ — $ 2,753 $ (19,497 ) 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Three Months Ended March 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (20,059 ) $ — $ — $ — $ (20,059 ) Distributions to TVPC members — (3,425 ) — — (3,425 ) Contribution from parent — 8,210 — (2,753 ) 5,457 Repayment of term loan (39,664 ) — — — (39,664 ) Net cash (used in) provided by financing activities (59,723 ) 4,785 — (2,753 ) (57,691 ) Net change in cash and cash equivalents (33,540 ) 10,149 — — (23,391 ) Cash and cash equivalents at beginning of year 52,133 12,088 — — 64,221 Cash and cash equivalents at end of period $ 18,593 $ 22,237 $ — $ — $ 40,830 |