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 condensed consolidated interim financial statements, which are included in its Quarterly Report on Form 10-Q. 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. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 8,116 $ 11,565 $ — $ — $ 19,681 Accounts receivable - affiliates 1 31,472 — — 31,473 Accounts receivable — 2,500 — — 2,500 Prepaids and other current assets 568 983 — — 1,551 Due from related parties 130,174 473,191 — (603,365 ) — Total current assets 138,859 519,711 — (603,365 ) 55,205 Property, plant and equipment, net — 710,412 — — 710,412 Goodwill — 6,332 — — 6,332 Other non-current assets — 5,807 — — 5,807 Investment in subsidiaries 929,576 — — (929,576 ) — Total assets $ 1,068,435 $ 1,242,262 $ — $ (1,532,941 ) $ 777,756 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 2,322 $ 4,423 $ — $ — $ 6,745 Accounts payable and accrued liabilities 7,635 6,074 — — 13,709 Deferred revenue — 1,152 — — 1,152 Due to related parties 473,191 130,174 — (603,365 ) — Total current liabilities 483,148 141,823 — (603,365 ) 21,606 Long-term debt 603,581 — — — 603,581 Other long-term liabilities — 1,825 — — 1,825 Total liabilities 1,086,729 143,648 — (603,365 ) 627,012 Commitments and contingencies (Note 9) Equity: Net Investment - Predecessor — 929,576 — (929,576 ) — Common unitholders (21,709 ) — — — (21,709 ) IDR holder - PBF LLC 3,415 — — — 3,415 Total PBF Logistics LP equity (18,294 ) 929,576 — (929,576 ) (18,294 ) Noncontrolling interest — 169,038 — — 169,038 Total equity (18,294 ) 1,098,614 — (929,576 ) 150,744 Total liabilities and equity $ 1,068,435 $ 1,242,262 $ — $ (1,532,941 ) $ 777,756 13. 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 9) 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 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 63,785 $ — $ — $ 63,785 Third-party — 3,613 — — 3,613 Total revenue — 67,398 — — 67,398 Costs and expenses: Operating and maintenance expenses — 19,111 — — 19,111 General and administrative expenses 6,488 — — — 6,488 Depreciation and amortization — 6,919 — — 6,919 Total costs and expenses 6,488 26,030 — — 32,518 Income (loss) from operations (6,488 ) 41,368 — — 34,880 Other income (expense): Equity in earnings of subsidiaries 41,368 — — (41,368 ) — Interest expense, net (10,029 ) — — — (10,029 ) Amortization of loan fees and debt premium (396 ) — — — (396 ) Net income 24,455 41,368 — (41,368 ) 24,455 Less: Net income attributable to noncontrolling interest — 4,363 — — 4,363 Net income attributable to the partners 24,455 37,005 — (41,368 ) 20,092 Less: Net income attributable to the IDR holder 3,415 — — — 3,415 Net income attributable to PBF Logistics LP unitholders $ 21,040 $ 37,005 $ — $ (41,368 ) $ 16,677 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 58,355 $ — $ — $ 58,355 Third-party — 3,974 — — 3,974 Total revenue — 62,329 — — 62,329 Costs and expenses: Operating and maintenance expenses — 15,504 — — 15,504 General and administrative expenses 6,098 — — — 6,098 Depreciation and amortization — 5,710 — — 5,710 Total costs and expenses 6,098 21,214 — — 27,312 Income (loss) from operations (6,098 ) 41,115 — — 35,017 Other income (expense): Equity in earnings of subsidiaries 41,115 — — (41,115 ) — Interest expense, net (7,509 ) — — — (7,509 ) Amortization of loan fees (377 ) — — — (377 ) Net income 27,131 41,115 — (41,115 ) 27,131 Less: Net income attributable to noncontrolling interest — 3,820 — — 3,820 Net income attributable to the partners 27,131 37,295 — (41,115 ) 23,311 Less: Net income attributable to the IDR holder 2,107 — — — 2,107 Net income attributable to PBF Logistics LP unitholders $ 25,024 $ 37,295 $ — $ (41,115 ) $ 21,204 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 124,649 $ — $ — $ 124,649 Third-party — 6,788 — — 6,788 Total revenue — 131,437 — — 131,437 Costs and expenses: Operating and maintenance expenses — 37,159 — — 37,159 General and administrative expenses 10,779 — — — 10,779 Depreciation and amortization — 13,414 — — 13,414 Total costs and expenses 10,779 50,573 — — 61,352 Income (loss) from operations (10,779 ) 80,864 — — 70,085 Other income (expense): Equity in earnings of subsidiaries 80,864 — — (80,864 ) — Interest expense, net (19,614 ) — — — (19,614 ) Amortization of loan fees and debt premium (759 ) — — — (759 ) Net income 49,712 80,864 — (80,864 ) 49,712 Less: Net income attributable to noncontrolling interest — 8,385 — — 8,385 Net income attributable to the partners 49,712 72,479 — (80,864 ) 41,327 Less: Net income attributable to the IDR holder 6,370 — — — 6,370 Net income attributable to PBF Logistics LP unitholders $ 43,342 $ 72,479 $ — $ (80,864 ) $ 34,957 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 114,557 $ — $ — $ 114,557 Third-party — 8,249 — — 8,249 Total revenue — 122,806 — — 122,806 Costs and expenses: Operating and maintenance expenses — 31,273 — — 31,273 General and administrative expenses 9,413 — — — 9,413 Depreciation and amortization — 11,062 — — 11,062 Total costs and expenses 9,413 42,335 — — 51,748 Income (loss) from operations (9,413 ) 80,471 — — 71,058 Other income (expense): Equity in earnings of subsidiaries 80,471 — — (80,471 ) — Interest expense, net (15,077 ) — — — (15,077 ) Amortization of loan fees (793 ) — — — (793 ) Net income 55,188 80,471 — (80,471 ) 55,188 Less: Net loss attributable to Predecessor — (150 ) — — (150 ) Less: Net income attributable to noncontrolling interest — 7,419 — — 7,419 Net income attributable to the partners 55,188 73,202 — (80,471 ) 47,919 Less: Net income attributable to the IDR holder 3,793 — — — 3,793 Net income attributable to PBF Logistics LP unitholders $ 51,395 $ 73,202 $ — $ (80,471 ) $ 44,126 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 49,712 $ 80,864 $ — $ (80,864 ) $ 49,712 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 13,414 — — 13,414 Amortization of loan fees and debt premium 759 — — — 759 Unit-based compensation expense 3,497 — — — 3,497 Equity in earnings of subsidiaries (80,864 ) — — 80,864 — Changes in operating assets and liabilities: Accounts receivable - affiliates — 9,344 — — 9,344 Accounts receivable — (1,077 ) — — (1,077 ) Prepaids and other current assets 3 239 — — 242 Accounts payable - affiliates 300 (1,907 ) — — (1,607 ) Accounts payable and accrued liabilities (161 ) (5,165 ) — — (5,326 ) Amounts due to (from) related parties 18,442 (18,442 ) — — — Deferred revenue — (286 ) — — (286 ) Other assets and liabilities (1,049 ) (253 ) — — (1,302 ) Net cash (used in) provided by operating activities (9,361 ) 76,731 — — 67,370 Cash flows from investing activities: Knoxville Terminals Purchase — (58,000 ) — — (58,000 ) Expenditures for property, plant and equipment — (5,521 ) — — (5,521 ) Investment in subsidiaries (850 ) — — 850 — Net cash used in investing activities $ (850 ) $ (63,521 ) $ — $ 850 $ (63,521 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Six Months Ended June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (46,611 ) $ — $ — $ — $ (46,611 ) Contribution from parent — 850 — (850 ) — Distributions to TVPC members — (11,250 ) — — (11,250 ) Proceeds from revolving credit facility 64,000 — — — 64,000 Repayment of revolving credit facility (9,700 ) — — — (9,700 ) Deferred financing costs and other (271 ) — — — (271 ) Net cash provided by (used in) financing activities 7,418 (10,400 ) — (850 ) (3,832 ) Net change in cash and cash equivalents (2,793 ) 2,810 — — 17 Cash and cash equivalents at beginning of year 10,909 8,755 — — 19,664 Cash and cash equivalents at end of period $ 8,116 $ 11,565 $ — $ — $ 19,681 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 55,188 $ 80,471 $ — $ (80,471 ) $ 55,188 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 11,062 — — 11,062 Amortization of loan fees 793 — — — 793 Unit-based compensation expense 3,708 — — — 3,708 Equity in earnings of subsidiaries (80,471 ) — — 80,471 — Changes in operating assets and liabilities: Accounts receivable - affiliates 29 5,425 — — 5,454 Accounts receivable — 2,412 — — 2,412 Prepaids and other current assets (644 ) 49 — — (595 ) Accounts payable - affiliates 7,642 (591 ) — — 7,051 Accounts payable and accrued liabilities 2,284 4,128 — — 6,412 Amounts due to (from) related parties 30,409 (30,409 ) — — — Deferred revenue — 277 — — 277 Other assets and liabilities (7 ) (1,102 ) — — (1,109 ) Net cash provided by operating activities 18,931 71,722 — — 90,653 Cash flows from investing activities: Toledo Products Terminal Acquisition — (10,097 ) — — (10,097 ) Expenditures for property, plant and equipment — (46,288 ) — — (46,288 ) Purchase of marketable securities (75,036 ) — — — (75,036 ) Maturities of marketable securities 115,060 — — — 115,060 Investment in subsidiaries (4,072 ) — — 4,072 — Net cash provided by (used in) investing activities $ 35,952 $ (56,385 ) $ — $ 4,072 $ (16,361 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Six Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (40,998 ) $ — $ — $ — $ (40,998 ) Distributions to TVPC members — (12,254 ) — — (12,254 ) Contribution from parent — 9,529 — (4,072 ) 5,457 Repayment of term loan (39,664 ) — — — (39,664 ) Net cash used in financing activities (80,662 ) (2,725 ) — (4,072 ) (87,459 ) Net change in cash and cash equivalents (25,779 ) 12,612 — — (13,167 ) Cash and cash equivalents at beginning of year 52,133 12,088 — — 64,221 Cash and cash equivalents at end of period $ 26,354 $ 24,700 $ — $ — $ 51,054 |
Condensed Cash Flow Statement | 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 49,712 $ 80,864 $ — $ (80,864 ) $ 49,712 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 13,414 — — 13,414 Amortization of loan fees and debt premium 759 — — — 759 Unit-based compensation expense 3,497 — — — 3,497 Equity in earnings of subsidiaries (80,864 ) — — 80,864 — Changes in operating assets and liabilities: Accounts receivable - affiliates — 9,344 — — 9,344 Accounts receivable — (1,077 ) — — (1,077 ) Prepaids and other current assets 3 239 — — 242 Accounts payable - affiliates 300 (1,907 ) — — (1,607 ) Accounts payable and accrued liabilities (161 ) (5,165 ) — — (5,326 ) Amounts due to (from) related parties 18,442 (18,442 ) — — — Deferred revenue — (286 ) — — (286 ) Other assets and liabilities (1,049 ) (253 ) — — (1,302 ) Net cash (used in) provided by operating activities (9,361 ) 76,731 — — 67,370 Cash flows from investing activities: Knoxville Terminals Purchase — (58,000 ) — — (58,000 ) Expenditures for property, plant and equipment — (5,521 ) — — (5,521 ) Investment in subsidiaries (850 ) — — 850 — Net cash used in investing activities $ (850 ) $ (63,521 ) $ — $ 850 $ (63,521 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Six Months Ended June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (46,611 ) $ — $ — $ — $ (46,611 ) Contribution from parent — 850 — (850 ) — Distributions to TVPC members — (11,250 ) — — (11,250 ) Proceeds from revolving credit facility 64,000 — — — 64,000 Repayment of revolving credit facility (9,700 ) — — — (9,700 ) Deferred financing costs and other (271 ) — — — (271 ) Net cash provided by (used in) financing activities 7,418 (10,400 ) — (850 ) (3,832 ) Net change in cash and cash equivalents (2,793 ) 2,810 — — 17 Cash and cash equivalents at beginning of year 10,909 8,755 — — 19,664 Cash and cash equivalents at end of period $ 8,116 $ 11,565 $ — $ — $ 19,681 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 55,188 $ 80,471 $ — $ (80,471 ) $ 55,188 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 11,062 — — 11,062 Amortization of loan fees 793 — — — 793 Unit-based compensation expense 3,708 — — — 3,708 Equity in earnings of subsidiaries (80,471 ) — — 80,471 — Changes in operating assets and liabilities: Accounts receivable - affiliates 29 5,425 — — 5,454 Accounts receivable — 2,412 — — 2,412 Prepaids and other current assets (644 ) 49 — — (595 ) Accounts payable - affiliates 7,642 (591 ) — — 7,051 Accounts payable and accrued liabilities 2,284 4,128 — — 6,412 Amounts due to (from) related parties 30,409 (30,409 ) — — — Deferred revenue — 277 — — 277 Other assets and liabilities (7 ) (1,102 ) — — (1,109 ) Net cash provided by operating activities 18,931 71,722 — — 90,653 Cash flows from investing activities: Toledo Products Terminal Acquisition — (10,097 ) — — (10,097 ) Expenditures for property, plant and equipment — (46,288 ) — — (46,288 ) Purchase of marketable securities (75,036 ) — — — (75,036 ) Maturities of marketable securities 115,060 — — — 115,060 Investment in subsidiaries (4,072 ) — — 4,072 — Net cash provided by (used in) investing activities $ 35,952 $ (56,385 ) $ — $ 4,072 $ (16,361 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Six Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (40,998 ) $ — $ — $ — $ (40,998 ) Distributions to TVPC members — (12,254 ) — — (12,254 ) Contribution from parent — 9,529 — (4,072 ) 5,457 Repayment of term loan (39,664 ) — — — (39,664 ) Net cash used in financing activities (80,662 ) (2,725 ) — (4,072 ) (87,459 ) Net change in cash and cash equivalents (25,779 ) 12,612 — — (13,167 ) Cash and cash equivalents at beginning of year 52,133 12,088 — — 64,221 Cash and cash equivalents at end of period $ 26,354 $ 24,700 $ — $ — $ 51,054 |