ACQUISITIONS

East Coast Storage Assets Acquisition

On October 1, 2018, PBFX closed the East Coast Storage Assets Acquisition, which had been contemplated by an agreement dated as of July 16, 2018 between PBFX and Crown Point. The East Coast Storage Assets consist of a storage facility with multi-use storage capacity, an Aframax-capable marine facility, a rail facility, a truck terminal, equipment, contracts and certain other idled assets located on the Delaware River near Paulsboro, New Jersey. PBFX is currently in the process of restarting certain of the acquired idled assets in connection with a third-party commercial agreement.

The aggregate purchase price for the East Coast Storage Assets Acquisition was $126,989, including working capital and the Contingent Consideration (as defined below), which was comprised of an initial payment at closing of approximately $75,000 with a remaining $32,000 balance being payable one year after closing. Additionally, the East Coast Storage Assets Acquisition includes an earn-out provision related to an existing commercial agreement with a third-party, based on the future results of restarting certain of the acquired idled assets (the “Contingent Consideration”). The consideration was financed through a combination of cash on hand and borrowings under the PBFX Revolving Credit Facility. The fair value allocation is subject to adjustment pending completion of the final purchase valuation, which was in process as of December 31, 2018.

PBFX accounted for the East Coast Storage Assets Acquisition as a business combination under GAAP whereby PBFX recognizes assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition.

The total purchase consideration and the estimated fair values of the assets and liabilities at the acquisition date were as follows:



	Purchase Price
Gross purchase price*	$	105,900
Estimated working capital adjustments	(11		)
Contingent consideration**	21,100
Total consideration	$	126,989

* Includes $30,900 net present value payable of $32,000 due to Crown Point one year after closing.

** Contingent consideration is included in “Other long-term liabilities” within the Consolidated Balance Sheets.

The following table summarizes the estimated amounts recognized for assets acquired and liabilities assumed as of the acquisition date:



	Fair Value Allocation
Accounts receivable	$	436
Prepaid and other current assets	1,770
Property, plant and equipment	114,406
Intangible assets*	13,300
Accounts payable and Accrued expenses	(2,173		)
Other long-term liabilities	(750		)
Estimated fair value of net assets acquired	$	126,989

* Intangible assets are included in “Deferred charges and other assets” within the Consolidated Balance Sheets.

PBFX’s agreement entered into with Crown Point includes an earn-out provision related to an existing commercial agreement with a third-party, based on the future results of restarting certain of the acquired idled assets acquired. Pursuant to the agreement, PBFX and Crown Point will share equally in the future operating profits of the restarted assets, as defined in the agreement, over a contractual term of up to approximately three years starting in 2020. PBFX recorded the earn-out provision as Contingent Consideration based on its estimated fair value at acquisition date. This amount of $21,100 was recorded within Other long-term liabilities, based on anticipated payments of $27,978, which are discounted over the three-year contractual period starting in 2020.

The Company’s consolidated financial statements for the year ended December 31, 2018 include the results of operations of the East Coast Storage Assets since October 1, 2018, during which period the East Coast Storage Assets contributed third-party revenue of $5,918, and net income of $787. On an unaudited, pro forma basis, the revenues and net income of the Company, assuming the acquisition had occurred on January 1, 2017, for the periods indicated, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the East Coast Storage Assets Acquisition occurred on January 1, 2017, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense related to the East Coast Storage Assets Acquisition and interest expense associated with the related financing.



	Year Ended December 31, 2018		Year Ended December 31, 2017
(Unaudited)	Year Ended December 31, 2018		Year Ended December 31, 2017
PBF Energy
Pro forma revenues	$	27,203,516	$	21,800,716
Pro forma net income attributable to PBF Energy Inc. stockholders	124,615		400,762
Pro forma net income available to Class A common stock per share:
Basic	$	1.08	$	3.64
Diluted	$	1.07	$	3.60
PBF LLC
Pro forma revenues	$	27,203,516	$	21,800,716
Pro forma net income attributable to PBF LLC	130,235		451,626

Torrance Acquisition

On July 1, 2016, the Company acquired from ExxonMobil Oil Corporation and its subsidiary, Mobil Pacific Pipe Line Company, the Torrance refinery and related logistics assets (collectively, the “Torrance Acquisition”). While the Company’s consolidated financial statements for both the years ended December 31, 2018 and 2017 include the results of operations of Torrance Refining, the final working capital settlement for the Torrance Acquisition was finalized in the second quarter of 2017. Additionally, certain acquisition related costs for the Torrance Acquisition were recorded in the first and second quarter of 2017.

The aggregate purchase price for the Torrance Acquisition was $521,350 in cash after post-closing purchase price adjustments, plus final working capital of $450,582. In addition, the Company assumed certain pre-existing environmental and regulatory emission credit obligations in connection with the Torrance Acquisition. The transaction was financed through a combination of cash on hand, including proceeds from certain equity offerings, and borrowings under the Revolving Credit Facility.

The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows:



	Purchase Price
Gross purchase price	$	537,500
Working capital	450,582
Post close purchase price adjustments	(16,150		)
Total consideration	$	971,932

The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition date:



	Fair Value Allocation
Inventories	$	404,542
Prepaid and other current assets	982
Property, plant and equipment	704,633
Deferred charges and other assets, net	68,053
Accounts payable	(2,688		)
Accrued expenses	(64,137		)
Other long-term liabilities	(139,453		)
Fair value of net assets acquired	$	971,932

The Company’s consolidated financial statements for the years ended December 31, 2018 and 2017 include the results of operations of the Torrance refinery for the full year. The Company’s consolidated financial statements for the year ended December 31, 2016 include the results of operations of the Torrance refinery since July 1, 2016 during which period the Torrance refinery contributed revenues of $1,977,204 and net income of $86,394. On an unaudited pro forma basis, the revenues and net income of the Company assuming the Torrance Acquisition had occurred on January 1, 2015, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2015, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense related to the Torrance Acquisition and interest expense associated with the related financing.



	Year ended December 31,
(Unaudited)	2016
PBF Energy
Pro forma revenues	$	16,999,435
Pro forma net income (loss) attributable to PBF Energy Inc. stockholders	50,779
Pro forma net income (loss) available to PBF Energy Class A common stock per share:
Basic	$	0.52
Diluted	$	0.51
PBF LLC
Pro forma revenues	$	16,999,435
Pro forma net income attributable to PBF LLC	160,856

PBFX Plains Asset Purchase

On April 29, 2016, PBFX’s wholly-owned subsidiary, PBF Logistics Products Terminals LLC, purchased four refined products terminals in the greater Philadelphia region (the “East Coast Terminals”) from an affiliate of Plains All American Pipeline, L.P., including product storage tanks, pipeline connections to the Colonial Pipeline Company, Buckeye Partners, Sunoco Logistics Partners and other proprietary pipeline systems, truck loading lanes and marine facilities capable of handling barges and ships (the “PBFX Plains Asset Purchase”). This acquisition expands PBFX’s storage and terminaling footprint and introduces third-party customers to its revenue base. The final purchase price and fair value allocation of the East Coast Terminals were completed as of December 31, 2016. The aggregate purchase price for the PBFX Plains Asset Purchase was $100,000, less working capital adjustments.

The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows:



	Purchase Price
Gross purchase price	$	100,000
Working capital adjustments	(1,627		)
Total consideration	$	98,373

The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition date:



	Fair Value Allocation
Prepaid and other current assets	$	4,221
Property, plant and equipment	99,342
Accounts payable and Accrued expenses	(3,174		)
Other long-term liabilities	(2,016		)
Fair value of net assets acquired	$	98,373

The results of operations of the East Coast Terminals are included in the Company’s consolidated financial statements for the full years ended December 31, 2018 and 2017. The Company’s consolidated financial statements for the year ended December 31, 2016 include the results of operations of the East Coast Terminals since the PBFX Plains Asset Purchase on April 29, 2016 during which period the East Coast Terminals contributed third-party revenues of $11,871 and net income of $1,830. On an unaudited pro forma basis, the revenues and net income of the Company assuming the acquisition had occurred on January 1, 2015, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the PBFX Plains Asset Purchase occurred on January 1, 2015, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense attributable to the PBFX Plains Asset Purchase and interest expense associated with related financing.



	Year ended December 31,
(Unaudited)	2016
PBF Energy
Pro forma revenues	$	15,927,218
Pro forma net income attributable to PBF Energy Inc. stockholders	174,393
Pro forma net income available to PBF Energy Class A common stock per share:
Basic	$	1.77
Diluted	$	1.77
PBF LLC
Pro forma revenues	$	15,927,218
Pro forma net income attributable to PBF LLC	284,470

Acquisition Expenses

The Company incurred acquisition related costs consisting primarily of consulting and legal expenses related to completed, pending and non-consummated acquisitions of $2,896, $1,021 and $17,510 in the years ended December 31, 2018, 2017 and 2016, respectively. These costs are included in the consolidated statement of operations in general and administrative expenses.