ACQUISITIONS | 2. ACQUISITIONS Acquisitions in 2016 McKee Terminal Services Business Effective April 1, 2016 , we acquired from Valero a subsidiary that owns and operates a crude oil, intermediates, and refined petroleum products terminal supporting Valero’s McKee Refinery for total consideration of $240.0 million , which consisted of (i) a cash distribution of $204.0 million and (ii) the issuance of 728,775 common units and 14,873 general partner units to Valero having an aggregate value of $36.0 million . We funded the cash distribution with $65.0 million of our cash on hand and $139.0 million of borrowings under our revolving credit facility. See Note 5 for further discussion of the borrowings under our revolving credit facility. This acquisition was accounted for as an acquisition of a business. See Note 1 for a further discussion about the accounting and basis of presentation of this acquisition. Meraux and Three Rivers Terminal Services Business Effective September 1, 2016 , we acquired from Valero two subsidiaries that own and operate crude oil, intermediates, and refined petroleum products terminals supporting Valero’s Meraux and Three Rivers Refineries for total consideration of $325.0 million , which consisted of (i) a cash distribution of $276.0 million and (ii) the issuance of 1,149,905 common units and 23,467 general partner units to Valero having an aggregate value of $49.0 million . We funded the cash distribution with $66.0 million of our cash on hand and $210.0 million of borrowings under our revolving credit facility. See Note 5 for further discussion of the borrowings under our revolving credit facility. This acquisition was accounted for as an acquisition of a business. See Note 1 for a further discussion about the accounting and basis of presentation of this acquisition. Acquisition in 2017 Red River Crude System Effective January 18, 2017 , we acquired a 40 percent undivided interest in (i) the newly constructed Hewitt segment of Plains All American Pipeline L.P.’s (Plains) Red River pipeline (the Hewitt segment), (ii) two 150,000 shell barrel capacity tanks located at Hewitt Station in Hewitt, Oklahoma (the Hewitt Storage Tanks), and (iii) a pipeline connection from Hewitt Station to Wasson Station (the Wasson Interconnect) (collectively, the Red River crude system) for total cash consideration of $71.8 million . We funded this acquisition with available cash on hand. The Hewitt segment consists of a 138-mile, 16-inch crude oil pipeline with 150,000 barrels per day of throughput capacity that originates at Plains Marketing L.P.’s Cushing, Oklahoma terminal and ends at Hewitt Station. The pipeline supports Valero’s Ardmore Refinery and began supplying crude oil to Valero in January 2017. We retain a right to participate in any future expansions of the pipeline. This acquisition was accounted for as an acquisition of assets. See Note 3 for a further discussion of the commercial agreement we entered into with Valero concurrent with this acquisition. We also entered into a Joint Ownership Agreement (JOA) and an Operating and Administrative Services Agreement with Plains concurrent with this acquisition. The JOA provides us with access to the remaining 60 percent of the capacity of the Hewitt Storage Tanks and the Wasson Interconnect and continues until terminated by mutual agreement. This access arrangement is accounted for as an operating lease. The administrative agreement facilitates the day-to-day operations and management functions of the pipeline for an initial five -year term and automatically renews for successive five -year terms. Presentation of Reported Financial Information The following tables present our previously reported statements of income for the three and six months ended June 30, 2016 (as presented in our Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (SEC) on August 4, 2016 ) retrospectively adjusted for the acquisition of the Meraux and Three Rivers Terminal Services Business (in thousands). Three Months Ended June 30, 2016 Valero Meraux and Valero Operating revenues – related party $ 87,664 $ — $ 87,664 Costs and expenses: Operating expenses 20,520 3,566 24,086 General and administrative expenses 3,578 137 3,715 Depreciation expense 10,622 1,199 11,821 Total costs and expenses 34,720 4,902 39,622 Operating income (loss) 52,944 (4,902 ) 48,042 Other income, net 57 — 57 Interest and debt expense, net of capitalized interest (3,251 ) — (3,251 ) Income (loss) before income taxes 49,750 (4,902 ) 44,848 Income tax expense 303 — 303 Net income (loss) 49,447 (4,902 ) 44,545 Less: Net loss attributable to Predecessor — (4,902 ) (4,902 ) Net income attributable to partners $ 49,447 $ — $ 49,447 Six Months Ended June 30, 2016 Valero Meraux and Three Rivers Terminal Services Business Valero Energy Partners LP (Currently Reported) Operating revenues – related party $ 166,431 $ — $ 166,431 Costs and expenses: Operating expenses 41,397 6,975 48,372 General and administrative expenses 7,806 274 8,080 Depreciation expense 21,243 2,090 23,333 Total costs and expenses 70,446 9,339 79,785 Operating income (loss) 95,985 (9,339 ) 86,646 Other income, net 134 — 134 Interest and debt expense, net of capitalized interest (5,910 ) — (5,910 ) Income (loss) before income taxes 90,209 (9,339 ) 80,870 Income tax expense 545 — 545 Net income (loss) 89,664 (9,339 ) 80,325 Less: Net loss attributable to Predecessor (3,081 ) (9,339 ) (12,420 ) Net income attributable to partners $ 92,745 $ — $ 92,745 The following table presents our previously reported statement of cash flows for the six months ended June 30, 2016 (as presented in our Quarterly Report on Form 10-Q filed with the SEC on August 4, 2016 ) retrospectively adjusted for the acquisition of the Meraux and Three Rivers Terminal Services Business (in thousands). Six Months Ended June 30, 2016 Valero Energy Partners LP (Previously Reported) Meraux and Three Rivers Terminal Services Business Valero Energy Partners LP (Currently Reported) Cash flows from operating activities: Net income (loss) $ 89,664 $ (9,339 ) $ 80,325 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation expense 21,243 2,090 23,333 Changes in current assets and current liabilities (3,442 ) — (3,442 ) Changes in deferred charges and credits and other operating activities, net 468 — 468 Net cash provided by (used in) operating activities 107,933 (7,249 ) 100,684 Cash flows from investing activities: Capital expenditures (9,325 ) (2,281 ) (11,606 ) Acquisition of the McKee Terminal Services Business from Valero Energy Corporation (51,361 ) — (51,361 ) Other investing activities, net 18 — 18 Net cash used in investing activities (60,668 ) (2,281 ) (62,949 ) Cash flows from financing activities: Proceeds from debt borrowings 139,000 — 139,000 Repayment of capital lease obligations (663 ) — (663 ) Payment of offering costs (108 ) — (108 ) Excess purchase price paid to Valero Energy Corporation over the carrying value of the McKee Terminal Services Business (152,639 ) — (152,639 ) Cash distributions to unitholders and distribution equivalent right payments (48,319 ) — (48,319 ) Net transfers from Valero Energy Corporation 1,848 9,530 11,378 Net cash provided by (used in) financing activities (60,881 ) 9,530 (51,351 ) Net decrease in cash and cash equivalents (13,616 ) — (13,616 ) Cash and cash equivalents at beginning of period 80,783 — 80,783 Cash and cash equivalents at end of period $ 67,167 $ — $ 67,167 |