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8-K - FORM 8-K - PBF Logistics LPd918484d8k.htm
EX-23.1 - EX-23.1 - PBF Logistics LPd918484dex231.htm
EX-99.2 - EX-99.2 - PBF Logistics LPd918484dex992.htm
EX-99.3 - EX-99.3 - PBF Logistics LPd918484dex993.htm
EX-99.1 - EX-99.1 - PBF Logistics LPd918484dex991.htm

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED

FINANCIAL INFORMATION

Set forth below are the unaudited pro forma condensed combined consolidated statements of operations of the Partnership for the three months ended March 31, 2015 and the year ended December 31, 2014 and the unaudited pro forma condensed combined consolidated balance sheet as of March 31, 2015 (together with the notes to the unaudited pro forma condensed combined consolidated financial statements). In addition, we have provided supplemental unaudited pro forma condensed combined consolidated statements of operations for the last twelve months ended March 31, 2015. For the purpose of this section, unless otherwise stated or the context otherwise indicates, all references to “PBFX,” the “Partnership,” “us,” “our,” “we,” or similar expressions for time periods prior to the IPO on May 14, 2014, refer to our Predecessor. For periods subsequent to the IPO, these terms refer to PBFX.

The pro forma adjustments have been prepared as if the contemplated transactions described below had taken place as of March 31, 2015 in the case of the balance sheet and January 1, 2014 in the case of the statements of operations.

The unaudited pro forma condensed combined consolidated financial statements and the supplemental unaudited pro forma condensed combined consolidated statements of operations are presented to show how the Partnership might have looked if the proposed Delaware City Logistics Acquisition and this offering had occurred on the dates and for the periods indicated below. We derived the following unaudited pro forma condensed combined consolidated financial statements by applying pro forma adjustments to the historical consolidated financial statements of PBFX and the combined financial statements of the Delaware City Logistics Assets. The unaudited pro forma financial data as of and for the three months ended March 31, 2015 was derived by applying pro forma adjustments to the condensed consolidated financial statements. The unaudited supplemental pro forma financial data as of and for the last twelve months ended March 31, 2015 was derived by applying pro forma adjustments to the historical consolidated last twelve month information (derived from the year end December 31, 2014 consolidated statement of operations, less the three months ended March 31, 2014 consolidated statement of operations plus the three months ended March 31, 2015 consolidated statement of operations).

PBF LLC did not manage the Delaware City Logistics Assets as a stand-alone business as either a subsidiary or division, and therefore the financial statements reflect items specifically identified to the assets and therefore exclude certain other items such as interest income, interest expenses and income taxes not directly related to the assets. They also reflect certain allocations PBF LLC made for shared resources which have been utilized prior to the proposed acquisition which were considered reasonable.

The pro forma adjustments are based upon currently available information and certain estimates and assumptions; therefore, actual results may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the contemplated transactions and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the pro forma consolidated financial information.

The unaudited pro forma condensed combined consolidated financial statements and the supplemental unaudited condensed combined financial statements may not be indicative of the results that actually would have occurred if the proposed Delaware City Logistics Acquisition and this offering had been completed on the dates indicated or that will be obtained in the future.

 

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The unaudited pro forma balance sheet gives pro forma effect to the proposed Delaware City Logistics Acquisition and this offering and related transactions described in the accompanying notes, including:

 

    the total proposed Delaware City Logistics Acquisition consideration of $145.0 million, consisting of $112.5 million of cash and $32.5 million of Partnership common units, or 1,383,000 common units;

 

    borrowings of $73.5 million under the Partnership’s Revolving Credit Facility and $40.0 million cash from this offering to fund the cash consideration by the Partnership for the proposed Delaware City Logistics Acquisition;

 

    the assets and liabilities acquired are recorded at historical cost, as the proposed Delaware City Logistics Acquisition is considered to be a transfer between entities under common control; and

 

    the repayment of the Revolving Credit Facility with proceeds from this offering and cash on hand.

The unaudited pro forma statements of operations and the supplemental unaudited pro forma statement of operations give pro forma effect to the proposed Delaware City Logistics Acquisition, this offering and related transactions described in the accompanying notes, including:

 

    our proposed entry into certain commercial agreements with PBF Holding, and the recognition of revenue under those agreements for the minimum volume commitments and associated fees, as well as the incremental costs associated with proposed amendments to the Second A&R Omnibus Agreement and the Second A&R Services Agreement in connection with the proposed Delaware City Logistics Acquisition; and

 

    the impact on interest expense as a result of the partial repayment of the Revolving Credit Facility with proceeds from this offering.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and our audited consolidated financial statements and related notes thereto for the year ended December 31, 2014, our unaudited condensed combined consolidated financial statements and related notes thereto for the quarterly period ended March 31, 2015, and the historical financial information of the proposed Delaware City Logistics Acquisition.

 

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PBF LOGISTICS LP

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET

(in thousands)

 

    March 31, 2015  
    PBF Logistics
LP
    Delaware City
Logistics
Assets (s)
    Delaware City
Logistics
Acquisition Pro
Forma
Adjustments
    Offering Pro Forma
Adjustments
    PBF Logistics
LP

Pro Forma
 

Assets

         

Current assets:

         

Cash and equivalents

  $ 20,179      $ —        $ 72,500 (a)    $ 19,900 (i)    $ 504   
        1,000 (b)     
        (113,075 )(c)     

Accounts receivable — affiliates

    13,950        —          —          —          13,950   

Prepaid expenses and other current assets

    240        63        —          5,000 (j)      5,303   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

  34,369      63      (39,575   24,900      19,757   

Property, plant and equipment, net

  130,978      15,922      —        —        146,900   

Marketable securities

  234,939      —        (1,000 )(b)    —        233,939   

Other assets, net

  1,991      —        —        —        1,991   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

$ 402,277    $ 15,985    $ (40,575 $ 24,900    $ 402,587   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

Current liabilities:

Accounts payable — affiliates

$ 2,922    $ —      $ —      $ —      $ 2,922   

Accounts payable and accrued liabilities

  1,357      147      —        —        1,504   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

  4,279      147      —        —        4,426   

Long-term debt

  510,000      —        72,500 (a)    (275,100 )(k)    607,400   
  1,000 (d)    300,000 (l) 
  (1,000 )(d) 

Other long-term liabilities

  —        —        —        —        —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities

  514,279      147      72,500      24,900      611,826   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity

Net investment

  —        15,838      (15,838 )(e)    —        —     

Common unitholders — Public

  340,000      —        (287 )(c)    —        327,678   
  (12,035 )(f) 

Common unitholder — PBF LLC

  (165,932   —        15,838 (e)    —        (250,559
  32,500 (g) 
  (145,000 )(h) 
  12,035 (f) 

Subordinated unitholder — PBF LLC

  (286,070   —        (288 )(c)    —        (286,358
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Equity

  (112,002   15,838      (113,075   —        (209,239
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities and Equity

$ 402,277    $ 15,985    $ (40,575 $ 24,900    $ 402,587   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to unaudited pro forma condensed combined consolidated financial statements.

 

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PBF LOGISTICS LP

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands)

 

     Three Months Ended March 31, 2015  
     PBF
Logistics LP
    Delaware City
Logistics
Assets (r)
     Delaware City
Logistics
Acquisition Pro
Forma
Adjustments
    Offering Pro
Forma
Adjustments
    PBF
Logistics LP
Pro Forma
 

Revenues from affiliates

   $ 30,565      $ 2,281       $ 2,470 (m)    $ —        $ 35,316   

Costs and expenses:

           

Operating and maintenance expenses

     7,481        953         85 (n)      —          8,519   

General and administrative expenses

     2,963        99         88 (o)      —          3,150   

Depreciation and amortization

     1,447        186         —          —          1,633   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total costs and expenses

  11,891      1,238      173      —        13,302   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Income (loss) from operations

  18,674      1,043      2,297      —        22,014   

Other income (expense):

Interest expense, net and other financing costs

  (1,803   10      (413 )(p)    (4,049 )(q)    (6,255

Amortization of loan fees

  (162   —        —        (156 )(q)    (318
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Net Income (loss)

$ 16,709    $ 1,053    $ 1,884    $ (4,205 $ 15,441   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

See accompanying notes to unaudited pro forma condensed combined consolidated financial statements.

 

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PBF LOGISTICS LP

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED

STATEMENT OF OPERATIONS

(in thousands)

 

    Year Ended December 31, 2014  
    PBF
Logistics LP
    Delaware City
Logistics
Assets (r)
    Delaware City
Logistics
Acquisition Pro
Forma
Adjustments
    Offering Pro
Forma
Adjustments
    PBF
Logistics LP
Pro Forma
 

Revenue from affiliates

  $ 49,830      $ 9,573      $ 9,695 (m)    $ —        $ 69,098   

Costs and expenses:

         

Operating and maintenance expenses

    22,364        3,851        359 (n)      —          26,574   

General and administrative expenses

    7,766        435        321 (o)      —          8,522   

Depreciation and amortization

    3,731        742        —          —          4,473   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

  33,861      5,028      680      —        39,569   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

  15,969      4,545      9,015      —        29,529   

Other income (expense):

Interest expense, net and other financing costs

  (2,312   5      (1,671 )(p)    (21,312 )(q)    (25,290

Amortization of loan fees

  (365   —        —        (625 )(q)    (990
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (loss)

  13,292      4,550      7,344      (21,937   3,249   

Less: Net loss attributable to Predecessor

  (16,672   1,706      2,754      (8,226   (20,438
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Limited partners’ interest in net income attributable to the Partnership

$ 29,964    $ 2,844    $ 4,590    $ (13,711 $ 23,687   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to unaudited pro forma condensed combined consolidated financial statements.

 

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PBF LOGISTICS LP

UNAUDITED SUPPLEMENTAL PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands)

 

    Twelve Months Ended March 31, 2015  
    PBF
Logistics LP
    Delaware City
Logistics
Assets (r)
    Pro Forma
Adjustments
    Offering
Adjustments
    PBF
Logistics LP
Pro Forma
 

Revenue from affiliates

  $ 80,395      $ 9,672      $ 9,596 (m)    $ —        $ 99,663   

Costs and expenses:

         

Operating and maintenance expenses

    25,839      $ 3,962        248 (n)      —          30,049   

General and administrative expenses

    10,036      $ 430        326 (o)      —          10,792   

Depreciation and amortization

    4,502        743        —          —          5,245   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

  40,377      5,135      574      —        46,086   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

  40,018      4,537      9,022      —        53,577   

Other income (expense):

Interest expense, net and other financing costs

  (4,115   13      (1,671 )(p)    (19,608 )(q)    (25,381

Amortization of loan fees

  (527   —        (625 )(q)    (1,152
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (loss)

  35,376    $ 4,550      7,351      (20,233   27,044   

Less: Net loss attributable to Predecessor

  (11,297   653      1,225      (2,529   (11,948
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Limited partners’ interest in net income attributable to the Partnership

$ 46,673    $ 3,897    $ 6,126    $ (17,704 $ 38,992   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to unaudited pro forma condensed combined consolidated financial statements.

 

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PBF LOGISTICS LP

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.    Basis of Presentation

The unaudited pro forma condensed combined consolidated financial statements present the impact of the proposed Delaware City Logistics Acquisition and this offering on our financial position and results of operations. The pro forma adjustments have been prepared as if the contemplated transactions had taken place as of March 31, 2015, in the case of the pro forma consolidated balance sheet, and as of January 1, 2014, in the case of the pro forma consolidated statements of income for the three months ended March 31, 2015 and year ended December 31, 2014. In addition, the pro forma adjustments have been prepared as if the contemplated transactions had taken place as of March 31, 2014, in the case of the pro forma supplemental consolidated statements of income for the twelve months ended March 31, 2015. To enhance comparability, the 2014 results of operations for the year ended December 31, 2014 of the proposed Delaware City Logistics Acquisition and this offering are allocated between those attributable to the Predecessor (January 1 through May 13) and those attributable to the Partnership (May 14 through December 31). This allocation is based on actual first, third and fourth quarter results, and a day-based allocation of the second quarter results.

The unaudited supplemental pro forma financial data for the last twelve months ended March 31, 2015 reflects a period not prescribed by GAAP but provides information for a supplemental period that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess our operating results over the last twelve month period. We believe that the presentation of this period provides useful information to investors in assessing our financial condition and results of operations for the most recent consecutive twelve months. The historical consolidated last twelve month information is derived from the year end December 31, 2014 consolidated statement of operations, less the three months ended March 31, 2014 consolidated statement of operations plus the three months ended March 31, 2015 consolidated statement of operations. The pro forma financial data is provided for illustrative purposes only and is not intended to represent or be indicative of our consolidated results of operations or financial position, and should not be taken as representative of future results of operations or financial position.

Note 2.    Pro Forma Adjustments and Assumptions

The unaudited pro forma condensed combined consolidated financial statements give pro forma effect to the proposed Delaware City Logistics Acquisition and this offering described below:

 

  (a) Reflects $72.5 million in borrowings under the Revolving Credit Facility in connection with the funding of the proposed Delaware City Logistics Acquisition.

 

  (b) Represents the sale of $1.0 million in marketable securities in connection with the Delaware City Logistics Acquisition.

 

  (c) Represents cash consideration of $112.5 million for the proposed Delaware City Logistics Acquisition and payment of estimated transaction costs of $0.6 million associated with the proposed Delaware City Logistics Acquisition, including legal services and consulting services.

 

  (d) Reflects $1.0 million in borrowings under the Revolving Credit Facility to repay $1.0 million in borrowings under the Term Loan to release the marketable securities for liquidation.

 

  (e) These adjustments reflect the net investment in the proposed Delaware City Logistics Acquisition, the elimination of PBF LLC’s net investment and liabilities not assumed by the Partnership, and its reclassification to partners’ capital.

 

  (f) Represents the reallocation of the Partnership’s ownership interest due to additional units being issued to PBF LLC in connection with the proposed Delaware City Logistics Acquisition.

 

  (g) Reflects the issuance of 1,383,000 common units to PBF LLC representing limited partner interests in the Partnership.

 

  (h) Represents the equity impact of the payment of total consideration of $145.0 million for the proposed Delaware City Logistics Acquisition.

 

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PBF LOGISTICS LP

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL

STATEMENTS — (Continued)

 

  (i) Reflects net cash on hand taking into account the proceeds of this offering and partial pay down of the Revolving Credit Facility as described herein. The Partnership expects to use $20.1 million in cash on hand to pay down its Revolving Credit Facility, and expects to have available for the proposed Delaware City Logistics Acquisition $40 million in cash proceeds from this offering subsequent to paying down the remaining $255.0 million outstanding under the Revolving Credit Facility.

 

  (j) Represents financing costs associated with this offering.

 

  (k) Reflects repayment of Revolving Credit Facility with proceeds from this offering and cash on hand.

 

  (l) Represents proceeds from this offering.

 

  (m) Reflects incremental revenue associated with the proposed Delaware City Logistics Pipeline and Terminaling Agreements with PBF Holding to be executed in connection with the proposed Delaware City Logistics Acquisition. Pipeline and terminaling services revenue was calculated using the service fees set forth in the proposed Delaware City Logistics Pipeline and Terminaling Agreements. Product volumes used were historical volumes and/or minimum volume commitments at the facilities included in the consolidated financial statements of the Delaware City Logistics Assets.

 

  (n) Represents third party costs which were allocated to the Delaware City Logistics Assets, as well as incremental fees associated with the proposed amendment to the Second A&R Services Agreement.

 

  (o) Represents incremental business interruption and property insurance costs based on estimates from our insurance brokers associated with the Delaware City Logistics Assets, as well as incremental fees associated with the proposed amendment to the Second A&R Omnibus Agreement.

 

  (p) Reflects interest expense related to the $73.5 million of borrowings under the Revolving Credit Facility, bearing an average interest rate of approximately 2.7%. The pro forma adjustment includes a decrease in interest expenses pertaining to the decrease in the Term Loan, as well as a decrease in commitment fees associated with the utilization of the $73.5 million of borrowings under the Revolving Credit Facility.

 

  (q) Estimates the impact of this offering and the partial repayment of the Revolving Credit Facility with proceeds from this offering.

 

  (r) Reflects the historical revenues and costs related to the Delaware City Logistics Assets. Also reflects certain allocations of PBF LLC shared resources utilized prior to the proposed Delaware City Logistics Acquisition which were considered reasonable.

 

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