CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

3 Months Ended

Mar. 31, 2014

Condensed Financial Information of Subsidiary Disclosure [Abstract]

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

CONDENSED 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 and PBF Transportation 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 Investment in its subsidiaries and the Guarantor Subsidiaries’ Investment in its subsidiaries are accounted for under the equity method of accounting.

. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)

	March 31, 2014
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	235,846		$	1,289	$	—	$	—		$	237,135
Accounts receivable	521,340			8,301		—		—			529,641
Inventories	953,337			592,918		—		—			1,546,255
Prepaid expense and other current assets	35,114			5,011		—		—			40,125
Due from related parties	12,709,103			17,255,733		—		(29,964,836		)	—
Total current assets	14,454,740			17,863,252		—		(29,964,836		)	2,353,156
Property, plant and equipment, net	24,288			1,733,697		—		—			1,757,985
Investment in subsidiaries	3,280,156			—		—		(3,280,156		)	—
Deferred charges and other assets, net	27,542			254,625		—		—			282,167
Total assets	$	17,786,726		$	19,851,574	$	—	$	(33,244,992	)	$	4,393,308
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	172,917		$	73,902	$	—	$	—		$	246,819
Accrued expenses	780,437			568,320		—		—			1,348,757
Current portion of long-term debt	—			12,491		—		—			12,491
Deferred revenue	6,373			—		—		—			6,373
Due to related parties	14,135,658			15,829,178		—		(29,964,836		)	—
Total current liabilities	15,095,385			16,483,891		—		(29,964,836		)	1,614,440
Delaware Economic Development Authority loan	—			12,000		—		—			12,000
Long-term debt	667,738			42,599		—		—			710,337
Intercompany notes payable	32,035			—		—		—			32,035
Other long-term liabilities	15,742			32,928		—		—			48,670
Total liabilities	15,810,900			16,571,418		—		(29,964,836		)	2,417,482
Commitments and contingencies
Equity:
Member's equity	933,502			667,511		—		(667,511		)	933,502
Retained earnings	1,056,616			2,610,891		—		(2,610,891		)	1,056,616
Accumulated other comprehensive (loss) income	(14,292		)	1,754		—		(1,754		)	(14,292		)
Total equity	1,975,826			3,280,156		—		(3,280,156		)	1,975,826
Total liabilities and equity	$	17,786,726		$	19,851,574	$	—	$	(33,244,992	)	$	4,393,308

16. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)

	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) income	(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

16. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	4,745,995		$	379,411		$	—	$	(378,963	)	$	4,746,443
Costs and expenses:
Cost of sales, excluding depreciation	4,147,684			378,963			—		(378,963		)	4,147,684
Operating expenses, excluding depreciation	139			268,760			—		—			268,899
General and administrative expenses	31,776			4,848			—		—			36,624
Gain on sale of asset	(186		)	—			—		—			(186		)
Depreciation and amortization expense	3,481			29,734			—		—			33,215
	4,182,894			682,305			—		(378,963		)	4,486,236
Income (loss) from operations	563,101			(302,894		)	—		—			260,207
Other income (expense):
Equity in earnings (loss) of subsidiaries	(304,829		)	—			—		304,829			—
Change in fair value of catalyst leases	—			(2,001		)	—		—			(2,001		)
Interest expense, net	(25,522		)	66			—		—			(25,456		)
Net income (loss)	$	232,750		$	(304,829	)	$	—	$	304,829		$	232,750
Comprehensive income (loss)	$	232,996		$	(304,805	)	$	—	$	304,805		$	232,996

16. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended March 31, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	3,053,792		$	3,513,490		$	—	$	(1,769,435	)	$	4,797,847
Costs and expenses:
Cost of sales, excluding depreciation	3,407,534			2,797,002			—		(1,769,435		)	4,435,101
Operating expenses, excluding depreciation	—			206,015			—		—			206,015
General and administrative expenses	26,445			3,649			—		—			30,094
Depreciation and amortization expense	2,823			23,709			—		—			26,532
	3,436,802			3,030,375			—		(1,769,435		)	4,697,742
(Loss) income from operations	(383,010		)	483,115			—		—			100,105
Other income (expense):
Equity in earnings of subsidiaries	480,866			—			—		(480,866		)	—
Change in fair value of catalyst leases	—			(1,339		)	—		—			(1,339		)
Interest expense, net	(20,701		)	(910		)	—		—			(21,611		)
Net income	$	77,155		$	480,866		$	—	$	(480,866	)	$	77,155
Comprehensive income	$	77,047		$	480,866		$	—	$	(480,866	)	$	77,047

16. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED)

	Three Months Ended March 31, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	232,750		$	(304,829	)	$	—	$	304,829		$	232,750
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	5,115			29,733			—		—			34,848
Stock-based compensation	—			1,420			—		—			1,420
Change in fair value of catalyst lease obligations	—			2,001			—		—			2,001
Non-cash change in inventory repurchase obligations	—			(17,463		)	—		—			(17,463		)
Pension and other post retirement benefit costs	1,291			3,514			—		—			4,805
Gain on disposition of property, plant and equipment	(186		)	—			—		—			(186		)
Equity in earnings of subsidiaries	304,829			—			—		(304,829		)	—
Changes in current assets and current liabilities:
Accounts receivable	67,045			(39		)	—		—			67,006
Amounts due to/from related parties	(355,645		)	355,645			—		—			—
Inventories	(135,330		)	35,356			—		—			(99,974		)
Prepaid expenses and other current assets	14,137			1,581			—		—			15,718
Accounts payable	(134,695		)	(20,779		)	—		—			(155,474		)
Accrued expenses	174,049			5,932			—		—			179,981
Deferred revenue	(1,393		)	—			—		—			(1,393		)
Other assets and liabilities	(982		)	(2,685		)	—		—			(3,667		)
Net cash provided by operating activities	170,985			89,387			—		—			260,372
Cash flows from investing activities:
Expenditures for property, plant and equipment	(4,595		)	(55,532		)	—		—			(60,127		)
Expenditures for refinery turnarounds costs	—			(23,128		)	—		—			(23,128		)
Expenditures for other assets	—			(7,157		)	—		—			(7,157		)
Proceeds from sale of assets	37,759			—			—		—			37,759
Net cash provided by (used in) investing activities	33,164			(85,817		)	—		—			(52,653		)
Cash flows from financing activities:
Proceeds from revolver borrowings	265,000			—			—		—			265,000
Distribution to members	(29,661		)	—			—		—			(29,661		)
Repayments of revolver borrowings	(280,000		)	—			—		—			(280,000		)
Deferred financing costs and other	179			(3,072		)	—		—			(2,893		)
Net cash used in financing activities	(44,482		)	(3,072		)	—		—			(47,554		)
Net decrease in cash and cash equivalents	159,667			498			—		—			160,165
Cash and equivalents, beginning of period	76,179			791			—		—			76,970
Cash and equivalents, end of period	$	235,846		$	1,289		$	—	$	—		$	237,135

16. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED)

	Three Months Ended March 31, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	77,155		$	480,866		$	—	$	(480,866	)	$	77,155
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	4,391			23,751			—		—			28,142
Stock-based compensation	—			1,020			—		—			1,020
Change in fair value of catalyst lease obligations	—			1,339			—		—			1,339
Non-cash change in inventory repurchase obligations	—			(8,153		)	—		—			(8,153		)
Pension and other post retirement benefit costs	—			4,182			—		—			4,182
Equity in earnings of subsidiaries	(480,866		)	—			—		480,866			—
Changes in current assets and current liabilities:
Accounts receivable	(43,507		)	(115,543		)	—		—			(159,050		)
Amounts due to/from related parties	411,435			(384,204		)	—		—			27,231
Inventories	(52,846		)	74,906			—		—			22,060
Prepaid expenses and other current assets	(14,802		)	(400		)	—		—			(15,202		)
Accounts payable	39,652			76,511			—		—			116,163
Accrued expenses	159,378			(4,309		)	—		—			155,069
Deferred revenue	—			1,804			—		—			1,804
Other assets and liabilities	1,430			(10,531		)	—		—			(9,101		)
Net cash provided by operating activities	101,420			141,239			—		—			242,659
Cash flows from investing activities:
Expenditures for property, plant and equipment	(6,736		)	(49,416		)	—		—			(56,152		)
Expenditures for refinery turnarounds costs	—			(2,166		)	—		—			(2,166		)
Expenditures for other assets	—			(835		)	—		—			(835		)
Net cash used in investing activities	(6,736		)	(52,417		)	—		—			(59,153		)
Cash flows from financing activities:
Distributions to members	(32,976		)	—			—		—			(32,976		)
Deferred financing costs and other	(733		)	—			—		—			(733		)
Net cash used in financing activities	(33,709		)	—			—		—			(33,709		)
Net increase in cash and cash equivalents	60,975			88,822			—		—			149,797
Cash and equivalents, beginning of period	241,926			12,365			—		—			254,291
Cash and equivalents, end of period	$	302,901		$	101,187		$	—	$	—		$	404,088