CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

12 Months Ended

Dec. 31, 2013

Condensed Financial Information of Subsidiary Disclosure [Abstract]

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

PBF Services Company, Delaware City Refining Company LLC, Delaware Pipeline Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Refining Company LLC and PBF Investments LLC are 100% owned subsidiaries of PBF Holding 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, PBF Holding is referred to as “Issuer.” The indenture dated February 9, 2012, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, governs subsidiaries designated as “Guarantor Subsidiaries.” PBF Logistics LP, PBF Rail Logistics Company LLC and Delaware City Terminaling Company LLC are consolidated subsidiaries of the Company that are not guarantors of the Senior Secured Notes.

The Senior Secured Notes were co-issued by PBF Finance. For purposes of the following footnote, PBF Finance is referred to as “Co-Issuer.” The Co-Issuer has no independent assets or operations.

The following supplemental combining and 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 Investments in its subsidiaries and the Guarantor Subsidiaries’ investments in its subsidiaries are accounted for under the equity method of accounting.

PBF Holding has determined that a correction to the previously presented 2012 consolidating financial information presented in the following statements was necessary to reflect intercompany transactions between the Issuer and the Guarantor Subsidiaries. During the year ended December 31, 2012, sales to third parties were made and recorded by the Issuer, but the product sold was owned and delivered by the Guarantor Subsidiaries which recorded the related cost of sales. For that year ended, correcting entries totaling approximately $2,469,911 has been reflected in the consolidating information. In order to record the intercompany sale of product on the Guarantor Subsidiaries and an equal amount of cost of sales on the Issuer, a correcting entry was recorded for $1,909,976. There was an additional correcting entry for $559,935 to record the intercompany sale of product on the Issuer as a result of a refinement to the allocation of costs between the Issuer and the Guarantor Subsidiaries. These costs were initially transferred to the Guarantor Subsidiaries by reducing cost of sales on the Issuer rather than the recording of an intercompany sale. All such intercompany activity was then eliminated in consolidation and, therefore, had no effect on the PBF Holding’s reported consolidated financial statements. The effect of these adjustments increased net income of the Guarantor Subsidiaries by $1,909,976 for the year ended December 31, 2012. On the Issuer, there was an increase in revenues of $559,935 and an increase in cost of sales of $2,469,911 resulting in a decrease to income from operations of $1,909,976. That decrease to income from operations was completely offset by the increase in the Issuer’s equity in the earnings of the Guarantor Subsidiaries. The adjustments mentioned above also affected the respective entities’ intercompany receivable/payable accounts and the Issuer’s investment in subsidiaries account by $1,909,976 at December 31, 2012.

. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING BALANCE SHEET

	December 31, 2013
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	76,179		$	791	$	—	$	—		$	76,970
Accounts receivable	588,385			8,262		—		—			596,647
Inventories	818,007			627,510		—		—			1,445,517
Prepaid expense and other current assets	49,251			6,592		—		—			55,843
Due from related parties	11,807,063			16,600,151		—		(28,407,214		)	—
Total current assets	13,338,885			17,243,306		—		(28,407,214		)	2,174,977
Property, plant and equipment, net	60,746			1,720,843		—		—			1,781,589
Investment in subsidiaries	3,584,622			—		—		(3,584,622		)	—
Deferred charges and other assets, net	27,923			234,556		—		—			262,479
Total assets	$	17,012,176		$	19,198,705	$	—	$	(31,991,836	)	$	4,219,045
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	307,612		$	94,681	$	—	$	—		$	402,293
Accrued expenses	606,388			604,557		—		—			1,210,945
Current portion of long-term debt	—			12,029		—		—			12,029
Deferred revenue	7,766			—		—		—			7,766
Due to related parties	13,589,263			14,817,951		—		(28,407,214		)	—
Total current liabilities	14,511,029			15,529,218		—		(28,407,214		)	1,633,033
Delaware Economic Development Authority loan	—			12,000		—		—			12,000
Long-term debt	682,487			41,060		—		—			723,547
Intercompany notes payable	31,835			—		—		—			31,835
Other long-term liabilities	14,672			31,805		—		—			46,477
Total liabilities	15,240,023			15,614,083		—		(28,407,214		)	2,446,892
Commitments and contingencies
Equity:
Member's equity	933,164			667,173		—		(667,173		)	933,164
Retained earnings	853,527			2,915,720		—		(2,915,720		)	853,527
Accumulated other comprehensive loss	(14,538		)	1,729		—		(1,729		)	(14,538		)
Total equity	1,772,153			3,584,622		—		(3,584,622		)	1,772,153
Total liabilities and equity	$	17,012,176		$	19,198,705	$	—	$	(31,991,836	)	$	4,219,045

23. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING BALANCE SHEET

	December 31, 2012
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	241,926		$	12,365		$	—	$	—		$	254,291
Accounts receivable	306,999			196,797			—		—			503,796
Inventories	664,225			832,894			—		—			1,497,119
Prepaid expense and other current assets	8,835			4,553			—		—			13,388
Due from related parties	6,770,893			10,015,340			—		(16,771,512		)	14,721
Total current assets	7,992,878			11,061,949			—		(16,771,512		)	2,283,315
Property, plant and equipment, net	28,200			1,607,387			—		—			1,635,587
Investment in subsidiaries	2,855,598			—			—		(2,855,598		)	—
Deferred charges and other assets, net	31,081			166,268			—		—			197,349
Total assets	$	10,907,757		$	12,835,604		$	—	$	(19,627,110	)	$	4,116,251
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	197,624		$	162,433		$	—	$	—		$	360,057
Accrued expenses	363,536			662,382			—		—			1,025,918
Deferred revenue	—			210,543			—		—			210,543
Due to related parties	7,926,481			8,845,031			—		(16,771,512		)	—
Total current liabilities	8,487,641			9,880,389			—		(16,771,512		)	1,596,518
Delaware Economic Development Authority loan	—			20,000			—		—			20,000
Long-term debt	666,538			43,442			—		—			709,980
Other long-term liabilities	1,924			36,175			—		—			38,099
Total liabilities	9,156,103			9,980,006			—		(16,771,512		)	2,364,597
Commitments and contingencies
Equity:
Member's equity	930,098			664,108			—		(664,108		)	930,098
Retained earnings	830,497			2,193,052			—		(2,193,052		)	830,497
Accumulated other comprehensive loss	(8,941		)	(1,562		)	—		1,562			(8,941		)
Total equity	1,751,654			2,855,598			—		(2,855,598		)	1,751,654
Total liabilities and equity	$	10,907,757		$	12,835,604		$	—	$	(19,627,110	)	$	4,116,251

. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

	Year Ended December 31, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	16,190,178		$	7,641,498		$	—	$	(4,680,221	)	$	19,151,455
Costs and expenses:
Cost of sales, excluding depreciation	16,486,851			5,996,684			—		(4,680,221		)	17,803,314
Operating expenses, excluding depreciation	(482		)	813,134			—		—			812,652
General and administrative expenses	82,284			13,510			—		—			95,794
(Gain) loss on sale of asset	(388		)	205			—		—			(183		)
Depreciation and amortization expense	12,856			98,623			—		—			111,479
	16,581,121			6,922,156			—		(4,680,221		)	18,823,056
Income (loss) from operations	(390,943		)	719,342			—		—			328,399
Other income (expense):
Equity in earnings of subsidiaries	722,673			—			—		(722,673		)	—
Change in fair value of catalyst lease	—			4,691			—		—			4,691
Interest expense, net	(92,854		)	(1,360		)	—		—			(94,214		)
Net income (loss)	$	238,876		$	722,673		$	—	$	(722,673	)	$	238,876
Comprehensive Income (Loss)	$	233,279		$	724,930		$	—	$	(724,930	)	$	233,279

23. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

	Year Ended December 31, 2012
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	7,622,924		$	16,141,408		$	—	$	(3,625,645	)	$	20,138,687
Costs and expenses:
Cost of sales, excluding depreciation	8,537,996			13,356,727			—		(3,625,645		)	18,269,078
Operating expenses, excluding depreciation	—			738,824			—		—			738,824
General and administrative expenses	105,135			15,308			—		—			120,443
Loss on sale of asset	—			(2,329		)	—		—			(2,329		)
Depreciation and amortization expense	8,051			84,187			—		—			92,238
	8,651,182			14,192,717			—		(3,625,645		)	19,218,254
(Loss) income from operations	(1,028,258		)	1,948,691			—		—			920,433
Other income (expense):
Equity in earnings (loss) of subsidiaries	1,921,040			—			—		(1,921,040		)	—
Change in fair value of contingent consideration	—			(2,768		)	—		—			(2,768		)
Change in fair value of catalyst lease	—			(3,724		)	—		—			(3,724		)
Interest expense, net	(87,470		)	(21,159		)	—		—			(108,629		)
Net income (loss)	$	805,312		$	1,921,040		$	—	$	(1,921,040	)	$	805,312
Comprehensive Income (Loss)	$	798,747		$	1,921,267		$	—	$	(1,921,267	)	$	798,747

23. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

	Year Ended December 31, 2011
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	—		$	14,960,338		$	—	$	—		$	14,960,338
Costs and expenses:
Cost of sales, excluding depreciation	—			13,855,163			—		—			13,855,163
Operating expenses, excluding depreciation	—			658,831			—		—			658,831
General and administrative expenses	72,667			13,516			—		—			86,183
Acquisition related expenses	517			211			—		—			728
Depreciation and amortization expense	2,047			51,696			—		—			53,743
	75,231			14,579,417			—		—			14,654,648
(Loss) income from operations	(75,231		)	380,921			—		—			305,690
Other income (expense):
Equity in earnings (loss) of subsidiaries	326,170			—			—		(326,170		)	—
Change in fair value of catalyst lease	—			7,316			—		—			7,316
Change in fair value of contingent consideration	—			(5,215		)	—		—			(5,215		)
Interest expense, net	(8,268		)	(56,852		)	—		—			(65,120		)
Net income (loss)	$	242,671		$	326,170		$	—	$	(326,170	)	$	242,671
Comprehensive Income (Loss)	$	241,344		$	326,175		$	—	$	(326,175	)	$	241,344

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF CASH FLOW

	Year Ended December 31, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income	$	238,876		$	722,673		$	—	$	(722,673	)	$	238,876
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	19,296			98,705			—		—			118,001
Stock-based compensation	—			3,753			—		—			3,753
Change in fair value of catalyst lease obligation	—			(4,691		)	—		—			(4,691		)
Change in fair value of contingent consideration	—			—			—		—			—
Non-cash change in inventory repurchase obligations	—			(20,492		)	—		—			(20,492		)
Write-off of unamortized deferred financing fees	—			—			—		—			—
Pension and other post retirement benefit costs	4,575			12,153			—		—			16,728
Gain on disposition of property, plant and equipment	(388		)	205			—		—			(183		)
Equity in earnings of subsidiaries	(722,673		)	—			—		722,673			—
Changes in current assets and current liabilities:
Accounts receivable	(281,386		)	188,535			—		—			(92,851		)
Amounts due to/from related parties	626,623			(611,902		)	—		—			14,721
Inventories	(153,782		)	199,773			—		—			45,991
Other current assets	(40,416		)	(2,039		)	—		—			(42,455		)
Accounts payable	109,988			(67,752		)	—		—			42,236
Accrued expenses	222,194			(7,377		)	—		—			214,817
Deferred revenue	7,766			(210,543		)	—		—			(202,777		)
Other assets and liabilities	(1,140		)	(19,263		)	—		—			(20,403		)
Net cash provided by operating activities	29,533			281,738			—		—			311,271
Cash flows from investing activities:
Expenditures for property, plant and equipment	(127,653		)	(190,741		)	—		—			(318,394		)
Expenditures for refinery turnarounds costs	—			(64,616		)	—		—			(64,616		)
Expenditures for other assets	—			(32,692		)	—		—			(32,692		)
Proceeds from sale of assets	102,428			—			—		—			102,428
Net cash used in investing activities	(25,225		)	(288,049		)	—		—			(313,274		)
Cash flows from financing activities:
Proceeds from revolver borrowings	1,450,000			—			—		—			$	1,450,000
Proceeds from intercompany notes payable	31,835			—			—		—			31,835
Proceeds from member's capital contributions	—			1,757			—		—			1,757
Proceeds from catalyst lease	—			14,337			—		—			14,337
Distribution to members	(215,846		)	—			—		—			(215,846		)
Repayments of revolver borrowings	(1,435,000		)	—			—		—			(1,435,000		)
Payment of contingent consideration related to acquisition of Toledo refinery	—			(21,357		)	—		—			(21,357		)
Deferred financing costs and other	(1,044		)	—			—		—			(1,044		)
Net cash used in financing activities	(170,055		)	(5,263		)	—		—			(175,318		)
Net decrease in cash and cash equivalents	(165,747		)	(11,574		)	—		—			(177,321		)
Cash and equivalents, beginning of period	241,926			12,365			—		—			254,291
Cash and equivalents, end of period	$	76,179		$	791		$	—	$	—		$	76,970

23. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF CASH FLOW

	Year Ended December 31, 2012
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income	$	805,312		$	1,921,040		$	—	$	(1,921,040	)	$	805,312
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13,466			84,184			—		—			97,650
Stock-based compensation	—			2,954			—		—			2,954
Change in fair value of catalyst lease obligation	—			3,724			—		—			3,724
Change in fair value of contingent consideration	—			2,768			—		—			2,768
Non-cash change in inventory repurchase obligations	—			4,576			—		—			4,576
Write-off of unamortized deferred financing fees	4,391			—			—		—			4,391
Pension and other post retirement benefit costs	2,125			10,559			—		—			12,684
Gain on disposition of property, plant and equipment	—			(2,329		)	—		—			(2,329		)
Equity in earnings of subsidiaries	(1,921,040		)	—			—		1,921,040			—
Changes in current assets and current liabilities:
Accounts receivable	(306,999		)	119,455			—		—			(187,544		)
Amounts due to/from related parties	1,736,986			(1,751,707		)	—		—			(14,721		)
Inventories	(664,225		)	584,128			—		—			(80,097		)
Other current assets	78			49,893			—		—			49,971
Accounts payable	193,151			(119,161		)	—		—			73,990
Accrued expenses	419,735			(389,392		)	—		—			30,343
Deferred revenue	—			21,309			—		—			21,309
Other assets and liabilities	(9,023		)	(22,521		)	—		—			(31,544		)
Net cash provided by operating activities	273,957			519,480			—		—			793,437
Cash flows from investing activities:
Expenditures for property, plant and equipment	(16,546		)	(159,354		)	—		—			(175,900		)
Expenditures for refinery turnarounds costs	—			(38,633		)	—		—			(38,633		)
Expenditures for other assets	—			(8,155		)	—		—			(8,155		)
Proceeds from sale of assets	—			3,381			—		—			3,381
Net cash used in investing activities	(16,546		)	(202,761		)	—		—			(219,307		)
Cash flows from financing activities:
Proceeds from Senior Secured Notes	665,806			—			—		—			665,806
Proceeds from long-term debt	430,000			—			—		—			430,000
Proceeds from catalyst lease	—			9,452			—		—			9,452
Distributions to members	(160,965		)	—			—		—			(160,965		)
Repayments of long-term debt	(823,749		)	(360,848		)	—		—			(1,184,597		)
Payment of contingent consideration related to acquisition of Toledo refinery	(103,642		)	—			—		—			(103,642		)
Deferred financing costs and other	(26,059		)	—			—		—			(26,059		)
Net cash used in financing activities	(18,609		)	(351,396		)	—		—			(370,005		)
Net increase (decrease) in cash and cash equivalents	238,802			(34,677		)	—		—			204,125
Cash and equivalents, beginning of period	3,124			47,042			—		—			50,166
Cash and equivalents, end of period	$	241,926		$	12,365		$	—	$	—		$	254,291

23. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF CASH FLOW

	Year Ended December 31, 2011
	Issuer			Guarantors Subsidiaries			Non-Guarantors Subsidiaries		Combining and Consolidated Adjustments			Total
Cash flows from operating activities
Net income (loss)	$	242,671		$	326,170		$	—	$	(326,170	)	$	242,671
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	4,877			52,042			—		—			56,919
Stock based compensation	—			2,516			—		—			2,516
Change in fair value of catalyst lease obligation	—			(7,316		)	—		—			(7,316		)
Change in fair value of contingent consideration	—			5,215			—		—			5,215
Non-cash change in inventory repurchase obligations	—			25,329			—		—			25,329
Pension and other post retirement benefit costs	1,241			8,527			—		—			9,768
Equity in earnings of subsidiaries	(326,170		)	—			—		326,170			—
Changes in operating assets and liabilities, net of effects of acquisitions
Accounts receivable	—			(279,315		)	—		—			(279,315		)
Inventories	—			(512,054		)	—		—			(512,054		)
Other current assets	(8,896		)	(48,057		)	—		—			(56,953		)
Accounts payable	4,456			245,309			—		—			249,765
Accrued expenses	46,724			348,369			—		—			395,093
Deferred revenue	—			122,895			—		—			122,895
Other assets and liabilities	(1,029		)	(4,222		)	—		—			(5,251		)
Net cash from operating activities	(36,126		)	285,408			—		—			249,282
Cash flows from investing activities
Acquisition of the Toledo Refinery, net of cash received for sale of assets	—			(168,156		)	—		—			(168,156		)
Expenditures for property, plant and equipment	(17,202		)	(471,519		)	—		—			(488,721		)
Expenditures for refinery turnarounds costs	—			(62,823		)	—		—			(62,823		)
Expenditures for other assets	—			(23,339		)	—		—			(23,339		)
Proceeds from sale of assets	—			4,700			—		—			4,700
Amounts due to/from related parties	(750,630		)	—			—		750,630			—
Other	—			(854		)	—		—			(854		)
Net cash used in investing activities	(767,832		)	(721,991		)	—		750,630			(739,193		)
Cash flows from financing activities
Proceeds from member contributions	408,397			—			—		—			408,397
Proceeds from long-term debt	470,000			18,894			—		—			488,894
Proceeds from catalyst lease	—			18,624			—		—			18,624
Repayments of long-term debt	(201,250		)	(19,151		)	—		—			(220,401		)
Repayment of seller note for inventory	—			(299,645		)	—		—			(299,645		)
Amounts due to/from related parties				750,630					(750,630		)	—
Deferred financing costs and other	(10,737		)	(512		)	—		—			(11,249		)
Net cash (used in) provided by financing activities	666,410			468,840			—		(750,630		)	384,620
Net (decrease) increase in cash and cash equivalents	(137,548		)	32,257			—		—			(105,291		)
Cash and equivalents, beginning of period	140,672			14,785			—		—			155,457
Cash and equivalents, end of period	$	3,124		$	47,042		$	—	$	—		$	50,166