ACQUISITIONS | ACQUISTIONS During 2014, following the Offering, PBFX completed two acquisitions from PBF LLC, pursuant to which PBFX acquired from PBF LLC the following assets: • the DCR West Rack, which consists of a heavy crude oil rail unloading facility at the Delaware City refinery with total throughput capacity of at least 40,000 bpd (the “DCR West Rack Acquisition”); and • the Toledo Storage Facility, which consists of a tank farm and related facilities, including a propane storage and loading facility, located at PBF Energy's Toledo refinery (the “Toledo Storage Acquisition”). See the Annual Report on Form 10-K for the year ended December 31, 2014 of PBF Logistics LP for additional information regarding the 2014 acquisitions from PBF LLC and the commercial agreements executed in connection with these acquisitions. On May 5, 2015, the Partnership entered into a contribution agreement between the Partnership and PBF LLC (the “Contribution Agreement”). Pursuant to the Contribution Agreement, PBF LLC contributed to the Partnership all of the issued and outstanding limited liability company interests of Delaware Pipeline Company LLC (“DPC”) and Delaware City Logistics Company LLC (“DCLC”), whose assets collectively consist of the Delaware City Products Pipeline and Truck Rack, for total consideration to PBF LLC of $143,000 , consisting of $112,500 of cash and $30,500 of Partnership common units, or 1,288,420 common units (the “Delaware City Products Pipeline and Truck Rack Acquisition”). The cash consideration was funded by the Partnership with $88,000 in proceeds from the Partnership’s 6.875% Senior Notes due 2023, sale of approximately $700 in marketable securities and $23,800 in borrowings under the Partnership’s Revolving Credit Facility (as defined in Note 4). The Delaware City Products Pipeline and Truck Rack Acquisition closed on May 14, 2015. The Partnership borrowed an additional $700 under its Revolving Credit Facility to repay $700 of its Term Loan (as defined in Note 4) in order to release the $700 in marketable securities that had collateralized the Term Loan. The Delaware City Products Pipeline consists of a 23.4 mile, 16 -inch interstate petroleum products pipeline with in excess of 125,000 bpd of capacity located at PBF Holding's Delaware City, Delaware refinery. The pipeline transports refined petroleum products from the Delaware City refinery to Sunoco Logistics Partners, L.P.’s (“Sunoco Logistics”) Twin Oaks pump station at Delaware County, PA, with connections to Buckeye Partners, L.P.’s Laurel pipeline and Sunoco Logistics’ northeast pipeline systems that serve Western Pennsylvania and New York. The Delaware City Truck Rack consists of a 15 -lane, 76,000 bpd capacity truck loading rack utilized to distribute gasoline and distillates. Total transaction costs of approximately $530 associated with the Delaware City Products Pipeline and Truck Rack Acquisition were expensed as incurred. In connection with such acquisition, the Partnership entered into two commercial agreements with PBF Holding and amended and restated each of the omnibus agreement and the operational services agreement with PBF Holding. See Note 11—Related Party Transactions, for a summary of the terms of these agreements. As the Delaware City Products Pipeline and Truck Rack Acquisition was considered a transfer of businesses between entities under common control, the Delaware City Products Pipeline and Truck Rack was transferred at its historical carrying value, which was $15,975 as of May 14, 2015. The historical financial statements have been retrospectively adjusted to reflect the results of operations, financial position, and cash flows of the Delaware City Products Pipeline and Truck Rack as if it was owned by the Partnership for all periods presented. Net income attributable to the Delaware City Products Pipeline and Truck Rack prior to the effective Date was allocated entirely to PBF GP as if only PBF GP had rights to that net loss, therefore there is no retrospective adjustment to net income per unit. The following tables present the Partnership's statement of financial position and results of operations after giving effect to the Acquisitions from PBF. For the three and six months ended June 30, 2015 and 2014, respectively, the consolidated results of the DCR West Rack prior to the DCR West Rack Acquisition are included under “DCR West Rack,” the consolidated results of the Toledo Storage Facility prior to the Toledo Storage Acquisition are included under “Toledo Storage Facility,” and the consolidated results of the Delaware City Products Pipeline and Truck Rack prior to the Delaware City Products Pipeline and Truck Rack Acquisition are included under “Delaware City Products Pipeline and Truck Rack.” The previously reported consolidated results of the DCR Rail Terminal, Toledo Truck Rack, DCR West Rack, Toledo Storage Facility and Delaware City Products Pipeline and Truck Rack subsequent to each acquisition are included in “PBF Logistics LP.” December 31, 2014 PBF Logistics LP Delaware City Products Pipeline and Truck Rack Consolidated Results Assets Current assets: Cash and cash equivalents $ 14,165 $ — $ 14,165 Accounts receivable - affiliates 11,630 — 11,630 Prepaid expenses and other current assets 295 102 397 Total current assets 26,090 102 26,192 Property, plant and equipment, net 130,779 16,088 146,867 Marketable securities 234,930 — 234,930 Other assets, net 2,152 — 2,152 Total assets $ 393,951 $ 16,190 $ 410,141 Liabilities Current liabilities: Accounts payable - affiliates $ 3,223 $ — $ 3,223 Accounts payable and accrued liabilities 1,021 477 1,498 Total current liabilities 4,244 477 4,721 Long-term debt 510,000 — 510,000 Other long-term liabilities — — — Total Liabilities 514,244 477 514,721 Equity Net investment — 15,713 15,713 Common unitholders - Public 336,369 — 336,369 Common unitholders - PBF LLC (167,787 ) — (167,787 ) Subordinated unitholders - PBF LLC (288,875 ) — (288,875 ) Total Equity (120,293 ) 15,713 (104,580 ) Total Liabilities and Equity $ 393,951 $ 16,190 $ 410,141 Three Months Ended June 30, 2015 PBF Logistics LP Delaware City Products Pipeline and Truck Rack Consolidated Results Revenues from affiliates $ 33,766 $ 1,102 $ 34,868 Costs and expenses: Operating and maintenance expenses 4,356 412 4,768 General and administrative expenses 3,347 382 3,729 Depreciation and amortization 1,547 90 1,637 Total costs and expenses 9,250 884 10,134 Income from operations 24,516 218 24,734 Other income (expense): Interest expense, net and other financing costs (4,627 ) 3 (4,624 ) Amortization of loan fees (306 ) — (306 ) Net income 19,583 221 19,804 Less: Net income attributable to Predecessor — 221 221 Limited partners' interest in net income attributable to the Partnership $ 19,583 $ — $ 19,583 Six Months Ended June 30, 2015 PBF Logistics LP Delaware City Products Pipeline and Truck Rack Consolidated Results Revenues from affiliates $ 64,330 $ 3,383 $ 67,713 Costs and expenses: Operating and maintenance expenses 11,837 1,365 13,202 General and administrative expenses 6,310 481 6,791 Depreciation and amortization 2,994 276 3,270 Total costs and expenses 21,141 2,122 23,263 Income from operations 43,189 1,261 44,450 Other income (expense): Interest expense, net and other financing costs (6,431 ) 13 (6,418 ) Amortization of loan fees (467 ) — (467 ) Net income 36,291 1,274 37,565 Less: Net income attributable to Predecessor — 1,274 1,274 Limited partners' interest in net income attributable to the Partnership $ 36,291 $ — $ 36,291 Three Months Ended June 30, 2014 PBF Logistics LP DCR West Rack Toledo Storage Facility Delaware City Products Pipeline and Truck Rack Consolidated Results Revenues from affiliates $ 7,782 $ — $ — $ 2,386 $ 10,168 Costs and expenses: Operating and maintenance expenses 1,697 — 2,188 932 4,817 General and administrative expenses 1,427 36 30 116 1,609 Depreciation and amortization 284 — 398 186 868 Total costs and expenses 3,408 36 2,616 1,234 7,294 Income (loss) from operations 4,374 (36 ) (2,616 ) 1,152 2,874 Other income (expense): Interest expense, net and other financing costs (287 ) — — 2 (285 ) Amortization of loan fees (73 ) — — — (73 ) Net income (loss) 4,014 (36 ) (2,616 ) 1,154 2,516 Less: Net income (loss) attributable to Predecessor (1,403 ) (36 ) (2,616 ) 1,154 (2,901 ) Limited partners' interest in net income attributable to the Partnership $ 5,417 $ — $ — $ — $ 5,417 Six Months Ended June 30, 2014 PBF Logistics LP DCR West Rack Toledo Storage Facility Delaware City Products Pipeline and Truck Rack Consolidated Results Revenues from affiliates $ 7,782 $ — $ — $ 4,568 $ 12,350 Costs and expenses: Operating and maintenance expenses 3,233 — 4,658 1,774 9,665 General and administrative expenses 2,060 66 60 220 2,406 Depreciation and amortization 575 — 783 371 1,729 Total costs and expenses 5,868 66 5,501 2,365 13,800 Income (loss) from operations 1,914 (66 ) (5,501 ) 2,203 (1,450 ) Other income (expense): — Interest expense, net and other financing costs (287 ) — — 4 (283 ) Amortization of loan fees (73 ) — — — (73 ) Net income (loss) 1,554 (66 ) (5,501 ) 2,207 (1,806 ) Less: Net income (loss) attributable to Predecessor (3,863 ) (66 ) (5,501 ) 2,207 (7,223 ) Limited partners' interest in net income attributable to the Partnership $ 5,417 $ — $ — $ — $ 5,417 |