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Share Name | Share Symbol | Market | Type |
---|---|---|---|
PBF Energy Inc | NYSE:PBF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-4.61 | -7.96% | 53.27 | 57.47 | 53.19 | 57.47 | 1,757,249 | 22:30:00 |
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
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DELAWARE
|
|
45-3763855
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
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One Sylvan Way, Second Floor
Parsippany, New Jersey |
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07054
|
(Address of principal executive offices)
|
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(Zip Code)
|
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Large accelerated filer
þ
|
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Accelerated filer
o
|
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Non-accelerated filer
o
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Smaller reporting company
o
|
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Emerging growth company
o
|
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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
|
||||
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||||
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ITEM 1.
|
|
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ITEM 2.
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ITEM 3.
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ITEM 4.
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||||
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ITEM 1.
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||
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ITEM 2.
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||
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ITEM 6.
|
||
|
September 30,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents (PBFX:
$39,420
and $64,221, respectively)
|
$
|
300,891
|
|
|
$
|
746,274
|
|
Accounts receivable
|
776,013
|
|
|
620,175
|
|
||
Inventories
|
2,310,692
|
|
|
1,863,560
|
|
||
Marketable securities - current (PBFX: $0 and $40,024, respectively)
|
—
|
|
|
40,024
|
|
||
Prepaid expense and other current assets
|
58,277
|
|
|
137,222
|
|
||
Total current assets
|
3,445,873
|
|
|
3,407,255
|
|
||
Property, plant and equipment, net (PBFX:
$675,793 a
nd $608,802, respectively)
|
3,480,922
|
|
|
3,328,770
|
|
||
Deferred tax assets
|
268,622
|
|
|
379,306
|
|
||
Deferred charges and other assets, net
|
804,040
|
|
|
506,596
|
|
||
Total assets
|
$
|
7,999,457
|
|
|
$
|
7,621,927
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
447,623
|
|
|
$
|
535,907
|
|
Accrued expenses
|
1,833,555
|
|
|
1,467,684
|
|
||
Deferred revenue
|
4,287
|
|
|
13,292
|
|
||
Notes payable
|
6,831
|
|
|
—
|
|
||
Current portion of long-term debt (PBFX: $0 and $39,664, respectively)
|
—
|
|
|
39,664
|
|
||
Total current liabilities
|
2,292,296
|
|
|
2,056,547
|
|
||
Long-term debt (PBFX: $533,136 and $532,011, respectively)
|
2,158,337
|
|
|
2,108,570
|
|
||
Payable to related parties pursuant to tax receivable agreement
|
610,827
|
|
|
611,392
|
|
||
Deferred tax liabilities
|
46,340
|
|
|
45,699
|
|
||
Other long-term liabilities
|
216,295
|
|
|
229,035
|
|
||
Total liabilities
|
5,324,095
|
|
|
5,051,243
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Class A common stock, $0.001 par value, 1,000,000,000 shares authorized, 109,747,548 shares outstanding at September 30, 2017, 109,204,047 shares outstanding at December 31, 2016
|
94
|
|
|
94
|
|
||
Class B common stock, $0.001 par value, 1,000,000 shares authorized, 27 shares outstanding at September 30, 2017, 28 shares outstanding at December 31, 2016
|
—
|
|
|
—
|
|
||
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares outstanding at September 30, 2017 and December 31, 2016
|
—
|
|
|
—
|
|
||
Treasury stock, at cost, 6,104,609 shares outstanding at September 30, 2017 and 6,087,963 shares outstanding at December 31, 2016
|
(151,547
|
)
|
|
(151,547
|
)
|
||
Additional paid in capital
|
2,259,338
|
|
|
2,245,788
|
|
||
Retained earnings/(Accumulated deficit)
|
27,952
|
|
|
(44,852
|
)
|
||
Accumulated other comprehensive loss
|
(23,539
|
)
|
|
(24,439
|
)
|
||
Total PBF Energy Inc. equity
|
2,112,298
|
|
|
2,025,044
|
|
||
Noncontrolling interest
|
563,064
|
|
|
545,640
|
|
||
Total equity
|
2,675,362
|
|
|
2,570,684
|
|
||
Total liabilities and equity
|
$
|
7,999,457
|
|
|
$
|
7,621,927
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
$
|
5,478,951
|
|
|
$
|
4,513,204
|
|
|
$
|
15,250,649
|
|
|
$
|
11,171,856
|
|
|
|
|
|
|
|
|
|
||||||||
Cost and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of products and other
|
4,352,061
|
|
|
3,862,580
|
|
|
13,154,521
|
|
|
9,524,119
|
|
||||
Operating expenses (excluding depreciation and amortization expense as reflected below)
|
402,910
|
|
|
412,699
|
|
|
1,267,136
|
|
|
989,296
|
|
||||
Depreciation and amortization expense
|
75,948
|
|
|
54,694
|
|
|
197,800
|
|
|
158,612
|
|
||||
Cost of sales
|
4,830,919
|
|
|
4,329,973
|
|
|
14,619,457
|
|
|
10,672,027
|
|
||||
General and administrative expenses (excluding depreciation and amortization expense as reflected below)
|
58,275
|
|
|
44,020
|
|
|
143,195
|
|
|
124,975
|
|
||||
Depreciation and amortization expense
|
2,572
|
|
|
1,342
|
|
|
10,355
|
|
|
4,417
|
|
||||
Loss on sale of assets
|
28
|
|
|
8,159
|
|
|
940
|
|
|
11,381
|
|
||||
Total cost and expenses
|
4,891,794
|
|
|
4,383,494
|
|
|
14,773,947
|
|
|
10,812,800
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
587,157
|
|
|
129,710
|
|
|
476,702
|
|
|
359,056
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expenses):
|
|
|
|
|
|
|
|
||||||||
Change in tax receivable agreement liability
|
565
|
|
|
(3,143
|
)
|
|
565
|
|
|
(3,143
|
)
|
||||
Change in fair value of catalyst leases
|
473
|
|
|
77
|
|
|
(1,011
|
)
|
|
(4,556
|
)
|
||||
Debt extinguishment costs
|
—
|
|
|
—
|
|
|
(25,451
|
)
|
|
—
|
|
||||
Interest expense, net
|
(36,990
|
)
|
|
(38,527
|
)
|
|
(114,871
|
)
|
|
(111,994
|
)
|
||||
Income before income taxes
|
551,205
|
|
|
88,117
|
|
|
335,934
|
|
|
239,363
|
|
||||
Income tax expense
|
203,979
|
|
|
31,673
|
|
|
112,889
|
|
|
85,607
|
|
||||
Net income
|
347,226
|
|
|
56,444
|
|
|
223,045
|
|
|
153,756
|
|
||||
Less: net income attributable to noncontrolling interests
|
32,861
|
|
|
14,333
|
|
|
49,420
|
|
|
37,503
|
|
||||
Net income attributable to PBF Energy Inc. stockholders
|
$
|
314,365
|
|
|
$
|
42,111
|
|
|
$
|
173,625
|
|
|
$
|
116,253
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares of Class A common stock outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
109,724,595
|
|
|
97,825,357
|
|
|
109,634,921
|
|
|
97,823,708
|
|
||||
Diluted
|
113,882,240
|
|
|
103,135,799
|
|
|
113,791,542
|
|
|
103,210,917
|
|
||||
Net income available to Class A common stock per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
2.86
|
|
|
$
|
0.43
|
|
|
$
|
1.58
|
|
|
$
|
1.19
|
|
Diluted
|
$
|
2.85
|
|
|
$
|
0.43
|
|
|
$
|
1.57
|
|
|
$
|
1.19
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends per common share
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.90
|
|
|
$
|
0.90
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
347,226
|
|
|
$
|
56,444
|
|
|
$
|
223,045
|
|
|
$
|
153,756
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain on available for sale securities
|
(1
|
)
|
|
(76
|
)
|
|
69
|
|
|
329
|
|
||||
Net gain on pension and other post-retirement benefits
|
288
|
|
|
502
|
|
|
862
|
|
|
1,134
|
|
||||
Total other comprehensive income
|
287
|
|
|
426
|
|
|
931
|
|
|
1,463
|
|
||||
Comprehensive income
|
347,513
|
|
|
56,870
|
|
|
223,976
|
|
|
155,219
|
|
||||
Less: comprehensive income attributable to noncontrolling interests
|
32,871
|
|
|
14,354
|
|
|
49,452
|
|
|
37,574
|
|
||||
Comprehensive income attributable to PBF Energy Inc. stockholders
|
$
|
314,642
|
|
|
$
|
42,516
|
|
|
$
|
174,524
|
|
|
$
|
117,645
|
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
223,045
|
|
|
$
|
153,756
|
|
Adjustments to reconcile net income to net cash (used in) provided by operations:
|
|
|
|
||||
Depreciation and amortization
|
215,052
|
|
|
170,911
|
|
||
Stock-based compensation
|
18,064
|
|
|
16,331
|
|
||
Change in fair value of catalyst leases
|
1,011
|
|
|
4,556
|
|
||
Deferred income taxes
|
111,325
|
|
|
194,431
|
|
||
Change in tax receivable agreement liability
|
(565
|
)
|
|
3,143
|
|
||
Non-cash change in inventory repurchase obligations
|
(26,659
|
)
|
|
29,317
|
|
||
Non-cash lower of cost or market inventory adjustment
|
(97,943
|
)
|
|
(320,833
|
)
|
||
Debt extinguishment costs
|
25,451
|
|
|
—
|
|
||
Pension and other post-retirement benefit costs
|
31,682
|
|
|
25,894
|
|
||
Loss on sale of assets
|
940
|
|
|
11,381
|
|
||
|
|
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(155,838
|
)
|
|
(198,879
|
)
|
||
Inventories
|
(349,189
|
)
|
|
54,052
|
|
||
Prepaid expense and other current assets
|
78,838
|
|
|
(99,127
|
)
|
||
Accounts payable
|
(102,471
|
)
|
|
51,390
|
|
||
Accrued expenses
|
415,862
|
|
|
309,194
|
|
||
Deferred revenue
|
(9,005
|
)
|
|
8,918
|
|
||
Other assets and liabilities
|
(57,377
|
)
|
|
(26,223
|
)
|
||
Net cash provided by operations
|
322,223
|
|
|
388,212
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of Torrance refinery and related logistics assets
|
—
|
|
|
(971,932
|
)
|
||
Expenditures for property, plant and equipment
|
(267,151
|
)
|
|
(194,625
|
)
|
||
Expenditures for deferred turnaround costs
|
(341,598
|
)
|
|
(138,936
|
)
|
||
Expenditures for other assets
|
(31,096
|
)
|
|
(27,735
|
)
|
||
Expenditures for PBFX Plains Asset Purchase
|
—
|
|
|
(98,373
|
)
|
||
Expenditures for acquisition of Toledo Terminal by PBFX
|
(10,097
|
)
|
|
—
|
|
||
Chalmette Acquisition working capital settlement
|
—
|
|
|
(2,659
|
)
|
||
Purchase of marketable securities
|
(75,036
|
)
|
|
(1,779,997
|
)
|
||
Maturities of marketable securities
|
115,060
|
|
|
1,954,274
|
|
||
Proceeds from sale of assets
|
—
|
|
|
13,030
|
|
||
Net cash used in investing activities
|
$
|
(609,918
|
)
|
|
$
|
(1,246,953
|
)
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of PBFX common units, net of underwriters’ discount and commissions
|
$
|
—
|
|
|
$
|
138,255
|
|
Distributions to PBF Energy Company LLC members other than PBF Energy
|
(3,448
|
)
|
|
(4,460
|
)
|
||
Distributions to PBFX public unit holders
|
(32,261
|
)
|
|
(22,563
|
)
|
||
Dividend payments
|
(98,723
|
)
|
|
(88,043
|
)
|
||
Proceeds from 2025 7.25% Senior Notes
|
725,000
|
|
|
—
|
|
||
Cash paid to extinguish 2020 8.25% Senior Secured Notes
|
(690,209
|
)
|
|
—
|
|
||
Proceeds from PBFX revolver borrowings
|
—
|
|
|
174,700
|
|
||
Repayments of PBFX revolver borrowings
|
—
|
|
|
(30,000
|
)
|
||
Repayments of PBFX Term Loan borrowings
|
(39,664
|
)
|
|
(174,536
|
)
|
||
Repayments of PBF Rail Term Loan
|
(4,959
|
)
|
|
—
|
|
||
Repayments of Rail Facility revolver borrowings
|
—
|
|
|
(11,457
|
)
|
||
Proceeds from revolver borrowings
|
490,000
|
|
|
550,000
|
|
||
Repayments of revolver borrowings
|
(490,000
|
)
|
|
—
|
|
||
Additional catalyst lease
|
—
|
|
|
7,927
|
|
||
Deferred financing costs and other
|
(13,424
|
)
|
|
—
|
|
||
Net cash (used in) provided by financing activities
|
(157,688
|
)
|
|
539,823
|
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(445,383
|
)
|
|
(318,918
|
)
|
||
Cash and cash equivalents, beginning of period
|
746,274
|
|
|
944,320
|
|
||
Cash and cash equivalents, end of period
|
$
|
300,891
|
|
|
$
|
625,402
|
|
|
|
|
|
||||
Supplemental cash flow disclosures
|
|
|
|
||||
Non-cash activities:
|
|
|
|
||||
Accrued and unpaid capital expenditures
|
$
|
36,172
|
|
|
$
|
16,813
|
|
Note payable issued for purchase of property, plant and equipment
|
6,831
|
|
|
—
|
|
|
Three Months Ended September 30, 2016
|
|||||||||
|
As Previously Reported
|
|
Adjustments
|
|
As Reclassified
|
|||||
Cost and expenses:
|
|
|
|
|
|
|||||
Cost of products and other
|
$
|
3,862,580
|
|
|
—
|
|
|
$
|
3,862,580
|
|
Operating expenses (excluding depreciation and amortization expense as reflected below)
|
412,699
|
|
|
—
|
|
|
412,699
|
|
||
Depreciation and amortization expense
|
—
|
|
|
54,694
|
|
|
54,694
|
|
||
Cost of sales
|
|
|
|
|
4,329,973
|
|
||||
General and administrative expenses (excluding depreciation and amortization expense as reflected below)
|
44,020
|
|
|
—
|
|
|
44,020
|
|
||
Depreciation and amortization expense
|
56,036
|
|
|
(54,694)
|
|
|
1,342
|
|
||
Loss on sale of assets
|
8,159
|
|
|
—
|
|
|
8,159
|
|
||
Total cost and expenses
|
$
|
4,383,494
|
|
|
|
|
$
|
4,383,494
|
|
|
Nine Months Ended September 30, 2016
|
|||||||||
|
As Previously Reported
|
|
Adjustments
|
|
As Reclassified
|
|||||
Cost and expenses:
|
|
|
|
|
|
|||||
Cost of products and other
|
$
|
9,524,119
|
|
|
—
|
|
|
$
|
9,524,119
|
|
Operating expenses (excluding depreciation and amortization expense as reflected below)
|
989,296
|
|
|
—
|
|
|
989,296
|
|
||
Depreciation and amortization expense
|
—
|
|
|
158,612
|
|
|
158,612
|
|
||
Cost of sales
|
|
|
|
|
10,672,027
|
|
||||
General and administrative expenses (excluding depreciation and amortization expense as reflected below)
|
124,975
|
|
|
—
|
|
|
124,975
|
|
||
Depreciation and amortization expense
|
163,029
|
|
|
(158,612)
|
|
|
4,417
|
|
||
Loss on sale of assets
|
11,381
|
|
|
—
|
|
|
11,381
|
|
||
Total cost and expenses
|
$
|
10,812,800
|
|
|
|
|
$
|
10,812,800
|
|
|
Purchase Price
|
||
Gross purchase price
|
$
|
537,500
|
|
Working capital
|
450,582
|
|
|
Post close purchase price adjustments
|
(16,150
|
)
|
|
Total consideration
|
$
|
971,932
|
|
|
Fair Value Allocation
|
||
Inventories
|
$
|
404,542
|
|
Prepaid expenses 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
|
|
|
Nine Months Ended September 30, 2016
|
||
Pro forma revenues
|
$
|
12,250,867
|
|
Pro forma net loss attributable to PBF Energy Inc. stockholders
|
$
|
(3,704
|
)
|
Pro forma net loss available to Class A common stock per share:
|
|
||
Basic
|
$
|
(0.04
|
)
|
Diluted
|
$
|
(0.04
|
)
|
|
Holders of PBF LLC Series A Units
|
|
Outstanding Shares of PBF Energy Class A Common Stock
|
|
Total *
|
|||
December 31, 2016
|
3,920,902
|
|
|
109,204,047
|
|
|
113,124,949
|
|
|
3.5
|
%
|
|
96.5
|
%
|
|
100.0
|
%
|
September 30, 2017
|
3,825,508
|
|
|
109,747,548
|
|
|
113,573,056
|
|
|
3.4
|
%
|
|
96.6
|
%
|
|
100.0
|
%
|
*
|
Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a
one
-for-one basis.
|
|
Units of PBFX Held by the Public
|
|
Units of PBFX Held by PBF LLC (Including Subordinated Units)
|
|
Total
|
|||
December 31, 2016
|
23,271,174
|
|
|
18,459,497
|
|
|
41,730,671
|
|
|
55.8
|
%
|
|
44.2
|
%
|
|
100.0
|
%
|
September 30, 2017
|
23,435,349
|
|
|
18,459,497
|
|
|
41,894,846
|
|
|
55.9
|
%
|
|
44.1
|
%
|
|
100.0
|
%
|
|
PBF Energy Inc. Equity
|
|
Noncontrolling
Interest in PBF LLC |
|
Noncontrolling Interest in PBF Holding
|
|
Noncontrolling
Interest in PBFX |
|
Total Equity
|
||||||||||
Balance at January 1, 2017
|
$
|
2,025,044
|
|
|
$
|
98,671
|
|
|
$
|
12,513
|
|
|
$
|
434,456
|
|
|
$
|
2,570,684
|
|
Comprehensive income
|
174,524
|
|
|
9,701
|
|
|
374
|
|
|
39,377
|
|
|
223,976
|
|
|||||
Dividends and distributions
|
(98,723
|
)
|
|
(3,448
|
)
|
|
—
|
|
|
(33,090
|
)
|
|
(135,261
|
)
|
|||||
Equity-based compensation awards
|
13,549
|
|
|
—
|
|
|
—
|
|
|
4,515
|
|
|
18,064
|
|
|||||
Exercise of PBF LLC options and warrants, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
(2,096
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(2,101
|
)
|
|||||
Balance at September 30, 2017
|
$
|
2,112,298
|
|
|
$
|
104,924
|
|
|
$
|
12,887
|
|
|
$
|
445,253
|
|
|
$
|
2,675,362
|
|
|
PBF Energy Inc. Equity
|
|
Noncontrolling
Interest in PBF LLC |
|
Noncontrolling
Interest in PBF Holding |
|
Noncontrolling
Interest in PBFX |
|
Total Equity
|
||||||||||
Balance at January 1, 2016
|
$
|
1,647,297
|
|
|
$
|
91,018
|
|
|
$
|
17,225
|
|
|
$
|
340,317
|
|
|
$
|
2,095,857
|
|
Comprehensive income
|
117,645
|
|
|
10,386
|
|
|
438
|
|
|
26,750
|
|
|
155,219
|
|
|||||
Dividends and distributions
|
(88,043
|
)
|
|
(4,460
|
)
|
|
—
|
|
|
(23,234
|
)
|
|
(115,737
|
)
|
|||||
Issuance of additional PBFX common units
|
54,944
|
|
|
—
|
|
|
—
|
|
|
83,311
|
|
|
138,255
|
|
|||||
Equity-based compensation awards
|
12,658
|
|
|
—
|
|
|
—
|
|
|
3,673
|
|
|
16,331
|
|
|||||
Exercise of PBF LLC options and warrants, net
|
1,058
|
|
|
(232
|
)
|
|
—
|
|
|
—
|
|
|
826
|
|
|||||
Other
|
(5,438
|
)
|
|
(30
|
)
|
|
(4,943
|
)
|
|
(980
|
)
|
|
(11,391
|
)
|
|||||
Balance at September 30, 2016
|
$
|
1,740,121
|
|
|
$
|
96,682
|
|
|
$
|
12,720
|
|
|
$
|
429,837
|
|
|
$
|
2,279,360
|
|
|
Nine Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
Class A Common Stock
|
|
Treasury Stock
|
|
Class A Common Stock
|
|
Treasury Stock
|
||||
Balance at beginning of period
|
109,204,047
|
|
|
6,087,963
|
|
|
97,781,933
|
|
|
6,056,719
|
|
Treasury stock purchases (1)
|
(16,646
|
)
|
|
16,646
|
|
|
(26,379
|
)
|
|
26,379
|
|
Stock based compensation
|
429,825
|
|
|
—
|
|
|
28,987
|
|
|
—
|
|
Exercise of options and warrants
|
12,500
|
|
|
—
|
|
|
1,650
|
|
|
—
|
|
Exchange of PBF LLC Series A units for shares of Class A common stock
|
117,822
|
|
|
—
|
|
|
38,957
|
|
|
—
|
|
Balance at end of period
|
109,747,548
|
|
|
6,104,609
|
|
|
97,825,148
|
|
|
6,083,098
|
|
September 30, 2017
|
|||||||||||
|
Titled Inventory
|
|
Inventory Intermediation Arrangements
|
|
Total
|
||||||
Crude oil and feedstocks
|
$
|
1,302,162
|
|
|
$
|
—
|
|
|
$
|
1,302,162
|
|
Refined products and blendstocks
|
1,065,608
|
|
|
343,904
|
|
|
1,409,512
|
|
|||
Warehouse stock and other
|
97,063
|
|
|
—
|
|
|
97,063
|
|
|||
|
$
|
2,464,833
|
|
|
$
|
343,904
|
|
|
$
|
2,808,737
|
|
Lower of cost or market adjustment
|
(404,227
|
)
|
|
(93,818
|
)
|
|
(498,045
|
)
|
|||
Total inventories
|
$
|
2,060,606
|
|
|
$
|
250,086
|
|
|
$
|
2,310,692
|
|
December 31, 2016
|
|||||||||||
|
Titled Inventory
|
|
Inventory Intermediation Arrangements
|
|
Total
|
||||||
Crude oil and feedstocks
|
$
|
1,102,007
|
|
|
$
|
—
|
|
|
$
|
1,102,007
|
|
Refined products and blendstocks
|
915,397
|
|
|
352,464
|
|
|
1,267,861
|
|
|||
Warehouse stock and other
|
89,680
|
|
|
—
|
|
|
89,680
|
|
|||
|
$
|
2,107,084
|
|
|
$
|
352,464
|
|
|
$
|
2,459,548
|
|
Lower of cost or market adjustment
|
(492,415
|
)
|
|
(103,573
|
)
|
|
(595,988
|
)
|
|||
Total inventories
|
$
|
1,614,669
|
|
|
$
|
248,891
|
|
|
$
|
1,863,560
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Inventory-related accruals
|
$
|
984,702
|
|
|
$
|
810,027
|
|
Inventory intermediation arrangements
|
282,640
|
|
|
225,524
|
|
||
Renewable energy credit and emissions obligations
|
138,717
|
|
|
70,158
|
|
||
Excise and sales tax payable
|
91,042
|
|
|
86,046
|
|
||
Accrued transportation costs
|
90,933
|
|
|
89,830
|
|
||
Customer deposits
|
45,548
|
|
|
9,215
|
|
||
Accrued interest
|
40,689
|
|
|
28,570
|
|
||
Accrued utilities
|
36,274
|
|
|
44,190
|
|
||
Accrued refinery maintenance and support costs
|
36,098
|
|
|
28,670
|
|
||
Accrued salaries and benefits
|
32,709
|
|
|
17,466
|
|
||
Accrued capital expenditures
|
21,985
|
|
|
35,149
|
|
||
Environmental liabilities
|
8,545
|
|
|
9,434
|
|
||
Other
|
23,673
|
|
|
13,405
|
|
||
Total accrued expenses
|
$
|
1,833,555
|
|
|
$
|
1,467,684
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Current income tax expense (benefit)
|
|
$
|
190
|
|
|
$
|
(69,406
|
)
|
|
$
|
1,564
|
|
|
$
|
(108,824
|
)
|
Deferred income tax expense
|
|
203,789
|
|
|
101,079
|
|
|
111,325
|
|
|
194,431
|
|
||||
Total income tax expense
|
|
$
|
203,979
|
|
|
$
|
31,673
|
|
|
$
|
112,889
|
|
|
$
|
85,607
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Provision at Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) attributable to flow-through of certain tax adjustments:
|
|
|
|
|
|
|
|
|
|||
State income taxes (net of federal income tax)
|
4.5
|
%
|
|
4.6
|
%
|
|
4.3
|
%
|
|
4.6
|
%
|
Nondeductible/nontaxable items
|
(0.2
|
)%
|
|
(0.1
|
)%
|
|
0.2
|
%
|
|
0.1
|
%
|
Manufacturer’s benefit deduction
|
—
|
%
|
|
7.9
|
%
|
|
—
|
%
|
|
2.9
|
%
|
Rate differential from foreign jurisdictions
|
0.3
|
%
|
|
(1.3
|
)%
|
|
(0.1
|
)%
|
|
1.1
|
%
|
Provision to return adjustment
|
(0.1
|
)%
|
|
(1.8
|
)%
|
|
(0.2
|
)%
|
|
(0.7
|
)%
|
Foreign tax rate change
|
—
|
%
|
|
—
|
%
|
|
0.3
|
%
|
|
—
|
%
|
Other
|
(0.1
|
)%
|
|
(1.2
|
)%
|
|
(0.1
|
)%
|
|
(0.5
|
)%
|
Effective tax rate
|
39.4
|
%
|
|
43.1
|
%
|
|
39.4
|
%
|
|
42.5
|
%
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Pension Benefits
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
10,142
|
|
|
$
|
10,064
|
|
|
$
|
30,429
|
|
|
$
|
24,743
|
|
Interest cost
|
|
1,084
|
|
|
772
|
|
|
3,252
|
|
|
2,323
|
|
||||
Expected return on plan assets
|
|
(1,441
|
)
|
|
(1,234
|
)
|
|
(4,325
|
)
|
|
(3,447
|
)
|
||||
Amortization of prior service cost
|
|
13
|
|
|
13
|
|
|
39
|
|
|
39
|
|
||||
Amortization of actuarial loss (gain)
|
|
113
|
|
|
328
|
|
|
339
|
|
|
716
|
|
||||
Net periodic benefit cost
|
|
$
|
9,911
|
|
|
$
|
9,943
|
|
|
$
|
29,734
|
|
|
$
|
24,374
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Post-Retirement Medical Plan
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
316
|
|
|
$
|
304
|
|
|
$
|
948
|
|
|
$
|
743
|
|
Interest cost
|
|
172
|
|
|
131
|
|
|
516
|
|
|
398
|
|
||||
Amortization of prior service cost
|
|
162
|
|
|
161
|
|
|
484
|
|
|
379
|
|
||||
Amortization of actuarial loss (gain)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
|
$
|
650
|
|
|
$
|
596
|
|
|
$
|
1,948
|
|
|
$
|
1,520
|
|
|
As of September 30, 2017
|
|||||||||||||||||||||
|
Fair Value Hierarchy
|
|
Total Gross Fair Value
|
|
Effect of Counter-party Netting
|
|
Net Carrying Value on Balance Sheet
|
|||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Money market funds
|
$
|
24,829
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,829
|
|
|
N/A
|
|
|
$
|
24,829
|
|
Commodity contracts
|
18,257
|
|
|
4,248
|
|
|
—
|
|
|
22,505
|
|
|
(22,505
|
)
|
|
—
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commodity contracts
|
11,671
|
|
|
15,850
|
|
|
—
|
|
|
27,521
|
|
|
(22,505
|
)
|
|
5,016
|
|
|||||
Catalyst lease obligations
|
—
|
|
|
46,981
|
|
|
—
|
|
|
46,981
|
|
|
—
|
|
|
46,981
|
|
|||||
Derivatives included with inventory intermediation agreement obligations
|
—
|
|
|
20,601
|
|
|
—
|
|
|
20,601
|
|
|
—
|
|
|
20,601
|
|
|
As of December 31, 2016
|
|||||||||||||||||||||
|
Fair Value Hierarchy
|
|
Total Gross Fair Value
|
|
Effect of Counter-party Netting
|
|
Net Carrying Value on Balance Sheet
|
|||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Money market funds
|
$
|
342,837
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
342,837
|
|
|
N/A
|
|
|
$
|
342,837
|
|
Marketable securities
|
40,024
|
|
|
—
|
|
|
—
|
|
|
40,024
|
|
|
N/A
|
|
|
40,024
|
|
|||||
Commodity contracts
|
948
|
|
|
35
|
|
|
—
|
|
|
983
|
|
|
(983
|
)
|
|
—
|
|
|||||
Derivatives included with inventory intermediation agreement obligations
|
—
|
|
|
6,058
|
|
|
—
|
|
|
6,058
|
|
|
—
|
|
|
6,058
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commodity contracts
|
859
|
|
|
3,548
|
|
|
84
|
|
|
4,491
|
|
|
(983
|
)
|
|
3,508
|
|
|||||
Catalyst lease obligations
|
—
|
|
|
45,969
|
|
|
—
|
|
|
45,969
|
|
|
—
|
|
|
45,969
|
|
•
|
Money market funds categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices and included within Cash and cash equivalents.
|
•
|
Marketable securities, consisting primarily of US Treasury securities, categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices.
|
•
|
The commodity contracts categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted prices in an active market. The commodity contracts categorized in Level 2 of the fair value hierarchy are measured at fair value using a market approach based upon future commodity prices for similar instruments quoted in active markets.
|
•
|
The commodity contracts categorized in Level 3 of the fair value hierarchy consist of
commodity price swap contracts that relate to forecasted purchases of crude oil for which quoted forward market prices are not readily available due to market illiquidity. The forward prices used to value these swaps were derived using broker quotes, prices from other third party sources and other available market based data.
|
•
|
The derivatives included with inventory intermediation agreement obligations and the catalyst lease obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based upon commodity prices for similar instruments quoted in active markets.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Balance at beginning of period
|
|
$
|
—
|
|
|
$
|
493
|
|
|
$
|
(84
|
)
|
|
$
|
3,543
|
|
Purchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
|
—
|
|
|
(90
|
)
|
|
45
|
|
|
(1,093
|
)
|
||||
Unrealized gain (loss) included in earnings
|
|
—
|
|
|
(21
|
)
|
|
39
|
|
|
(2,068
|
)
|
||||
Transfers into Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at end of period
|
|
$
|
—
|
|
|
$
|
382
|
|
|
$
|
—
|
|
|
$
|
382
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
value
|
|
Fair
value
|
|
Carrying
value
|
|
Fair
value
|
||||||||
Senior secured notes due 2020 (a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
670,867
|
|
|
$
|
696,098
|
|
Senior notes due 2023 (a) (d)
|
500,000
|
|
|
514,575
|
|
|
500,000
|
|
|
498,801
|
|
||||
Senior notes due 2025 (a)
|
725,000
|
|
|
740,982
|
|
|
—
|
|
|
—
|
|
||||
PBFX Senior Notes (a)
|
350,000
|
|
|
362,148
|
|
|
350,000
|
|
|
346,135
|
|
||||
PBFX Term Loan (b)
|
—
|
|
|
—
|
|
|
39,664
|
|
|
39,664
|
|
||||
PBF Rail Term Loan (b)
|
30,041
|
|
|
30,041
|
|
|
35,000
|
|
|
35,000
|
|
||||
Catalyst leases (c)
|
46,981
|
|
|
46,981
|
|
|
45,969
|
|
|
45,969
|
|
||||
PBFX Revolving Credit Facility (b)
|
189,200
|
|
|
189,200
|
|
|
189,200
|
|
|
189,200
|
|
||||
Revolving Loan (b)
|
350,000
|
|
|
350,000
|
|
|
350,000
|
|
|
350,000
|
|
||||
|
2,191,222
|
|
|
2,233,927
|
|
|
2,180,700
|
|
|
2,200,867
|
|
||||
Less - Current maturities
|
—
|
|
|
—
|
|
|
39,664
|
|
|
39,664
|
|
||||
Less - Unamortized deferred financing costs
|
32,885
|
|
|
n/a
|
|
|
32,466
|
|
|
n/a
|
|
||||
Long-term debt
|
$
|
2,158,337
|
|
|
$
|
2,233,927
|
|
|
$
|
2,108,570
|
|
|
$
|
2,161,203
|
|
Description
|
Balance Sheet Location
|
Fair Value
Asset/(Liability)
|
||
Derivatives designated as hedging instruments:
|
|
|
||
September 30, 2017:
|
|
|
||
Derivatives included with the inventory intermediation agreement obligations
|
Accrued expenses
|
$
|
(20,601
|
)
|
December 31, 2016:
|
|
|
||
Derivatives included with the inventory intermediation agreement obligations
|
Accrued expenses
|
$
|
6,058
|
|
|
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
||
September 30, 2017:
|
|
|
||
Commodity contracts
|
Accrued expenses
|
$
|
(5,016
|
)
|
December 31, 2016:
|
|
|
||
Commodity contracts
|
Accrued expenses
|
$
|
3,508
|
|
Description
|
Location of Gain or (Loss) Recognized in
Income on Derivatives
|
Gain or (Loss)
Recognized in
Income on Derivatives
|
||
Derivatives designated as hedging instruments:
|
|
|
||
For the three months ended September 30, 2017:
|
|
|
||
Derivatives included with the inventory intermediation agreement obligations
|
Cost of products and other
|
$
|
(29,766
|
)
|
For the three months ended September 30, 2016:
|
|
|
||
Derivatives included with the inventory intermediation agreement obligations
|
Cost of products and other
|
$
|
(3,145
|
)
|
For the nine months ended September 30, 2017:
|
|
|
||
Derivatives included with the inventory intermediation agreement obligations
|
Cost of products and other
|
$
|
(26,659
|
)
|
For the nine months ended September 30, 2016:
|
|
|
||
Derivatives included with the inventory intermediation agreement obligations
|
Cost of products and other
|
$
|
(29,317
|
)
|
|
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
||
For the three months ended September 30, 2017:
|
|
|
||
Commodity contracts
|
Cost of products and other
|
$
|
(17,291
|
)
|
For the three months ended September 30, 2016:
|
|
|
||
Commodity contracts
|
Cost of products and other
|
$
|
(15,559
|
)
|
For the nine months ended September 30, 2017:
|
|
|
||
Commodity contracts
|
Cost of products and other
|
$
|
(2,606
|
)
|
For the nine months ended September 30, 2016:
|
|
|
||
Commodity contracts
|
Cost of products and other
|
$
|
(54,646
|
)
|
|
|
|
||
Hedged items designated in fair value hedges:
|
|
|
||
For the three months ended September 30, 2017:
|
|
|
||
Intermediate and refined product inventory
|
Cost of products and other
|
$
|
29,766
|
|
For the three months ended September 30, 2016:
|
|
|
||
Intermediate and refined product inventory
|
Cost of products and other
|
$
|
3,145
|
|
For the nine months ended September 30, 2017:
|
|
|
||
Intermediate and refined product inventory
|
Cost of products and other
|
$
|
26,659
|
|
For the nine months ended September 30, 2016:
|
|
|
||
Intermediate and refined product inventory
|
Cost of products and other
|
$
|
29,317
|
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||
|
Refining
|
|
Logistics
|
|
Corporate
|
|
Eliminations
|
|
Consolidated Total
|
||||||||||
Revenues
|
$
|
5,475,815
|
|
|
$
|
65,494
|
|
|
$
|
—
|
|
|
$
|
(62,358
|
)
|
|
$
|
5,478,951
|
|
Depreciation and amortization expense
|
70,338
|
|
|
5,610
|
|
|
2,572
|
|
|
—
|
|
|
78,520
|
|
|||||
Income (loss) from operations (1)
|
607,848
|
|
|
40,420
|
|
|
(57,312
|
)
|
|
(3,799
|
)
|
|
587,157
|
|
|||||
Interest expense, net
|
1,180
|
|
|
7,748
|
|
|
28,062
|
|
|
—
|
|
|
36,990
|
|
|||||
Capital expenditures
|
165,659
|
|
|
15,056
|
|
|
562
|
|
|
—
|
|
|
181,277
|
|
|
Three Months Ended September 30, 2016
|
||||||||||||||||||
|
Refining
|
|
Logistics
|
|
Corporate
|
|
Eliminations
|
|
Consolidated Total
|
||||||||||
Revenues
|
$
|
4,508,613
|
|
|
$
|
48,433
|
|
|
$
|
—
|
|
|
$
|
(43,842
|
)
|
|
$
|
4,513,204
|
|
Depreciation and amortization expense
|
49,347
|
|
|
5,347
|
|
|
1,342
|
|
|
—
|
|
|
56,036
|
|
|||||
Income (loss) from operations (1)
|
149,282
|
|
|
25,763
|
|
|
(43,714
|
)
|
|
(1,621
|
)
|
|
129,710
|
|
|||||
Interest expense, net
|
713
|
|
|
7,696
|
|
|
30,118
|
|
|
—
|
|
|
38,527
|
|
|||||
Capital expenditures (2)
|
1,084,579
|
|
|
4,603
|
|
|
4,337
|
|
|
—
|
|
|
1,093,519
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||
|
Refining
|
|
Logistics
|
|
Corporate
|
|
Eliminations
|
|
Consolidated Total
|
||||||||||
Revenues
|
$
|
15,239,264
|
|
|
$
|
188,300
|
|
|
$
|
—
|
|
|
$
|
(176,915
|
)
|
|
$
|
15,250,649
|
|
Depreciation and amortization expense
|
181,128
|
|
|
16,672
|
|
|
10,355
|
|
|
—
|
|
|
208,155
|
|
|||||
Income (loss) from operations (1)
|
517,045
|
|
|
111,478
|
|
|
(140,603
|
)
|
|
(11,218
|
)
|
|
476,702
|
|
|||||
Interest expense, net
|
3,433
|
|
|
23,618
|
|
|
87,820
|
|
|
—
|
|
|
114,871
|
|
|||||
Capital expenditures (3)
|
575,530
|
|
|
71,441
|
|
|
2,971
|
|
|
—
|
|
|
649,942
|
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||||||
|
Refining
|
|
Logistics
|
|
Corporate
|
|
Eliminations
|
|
Consolidated Total
|
||||||||||
Revenues
|
$
|
11,164,571
|
|
|
$
|
125,641
|
|
|
$
|
—
|
|
|
$
|
(118,356
|
)
|
|
$
|
11,171,856
|
|
Depreciation and amortization expense
|
149,069
|
|
|
9,543
|
|
|
4,417
|
|
|
—
|
|
|
163,029
|
|
|||||
Income (loss) from operations (1)
|
403,630
|
|
|
75,317
|
|
|
(118,270
|
)
|
|
(1,621
|
)
|
|
359,056
|
|
|||||
Interest expense, net
|
2,827
|
|
|
22,559
|
|
|
86,608
|
|
|
—
|
|
|
111,994
|
|
|||||
Capital expenditures (2)
|
1,311,248
|
|
|
106,416
|
|
|
16,596
|
|
|
—
|
|
|
1,434,260
|
|
|
Balance at September 30, 2017
|
||||||||||||||||||
|
Refining
|
|
Logistics
|
|
Corporate
|
|
Eliminations
|
|
Consolidated Total
|
||||||||||
Total assets (4)
|
$
|
6,953,916
|
|
|
$
|
754,477
|
|
|
$
|
327,109
|
|
|
$
|
(36,045
|
)
|
|
$
|
7,999,457
|
|
|
Balance at December 31, 2016
|
||||||||||||||||||
|
Refining
|
|
Logistics
|
|
Corporate
|
|
Eliminations
|
|
Consolidated Total
|
||||||||||
Total assets (4)
|
$
|
6,419,950
|
|
|
$
|
756,861
|
|
|
$
|
482,979
|
|
|
$
|
(37,863
|
)
|
|
$
|
7,621,927
|
|
(1)
|
The Logistics segment includes
100%
of the income from operations of TVPC as TVPC is consolidated by PBFX. PBFX records net income attributable to noncontrolling interest for the
50%
equity interest in TVPC held by PBF Holding. PBF Holding (included in the Refining segment) records equity income in investee related to its
50%
noncontrolling ownership interest in TVPC. For the purposes of the consolidated PBF Energy financial statements, PBF Holding’s equity income in investee and PBFX’s net income attributable to noncontrolling interest eliminate in consolidation.
|
(2)
|
The Refining segment includes capital expenditures of
$971,932
related to the acquisition of the Torrance refinery and related logistic assets that was completed in the third quarter of 2016. Additionally, the Refining segment includes capital expenditures of
$2,659
for the working capital settlement related to the acquisition of the Chalmette refinery that was finalized in the first quarter of 2016.
|
(3)
|
The Logistics segment includes capital expenditures of
$10,097
for the acquisition of the Toledo Terminal by PBFX on April 17, 2017.
|
(4)
|
The Logistics segment includes
100%
of the assets of TVPC as TVPC is consolidated by PBFX. PBFX records a noncontrolling interest for the
50%
equity interest in TVPC held by PBF Holding. PBF Holding (included in the Refining segment) records an equity investment in TVPC reflecting its noncontrolling ownership interest. For the purposes of the consolidated PBF Energy financial statements, PBFX’s noncontrolling interest in TVPC and PBF Holding’s equity investment in TVPC eliminate in consolidation.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Basic Earnings Per Share:
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Allocation of earnings:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to PBF Energy Inc. stockholders
|
$
|
314,365
|
|
|
$
|
42,111
|
|
|
$
|
173,625
|
|
|
$
|
116,253
|
|
Less: Income allocated to participating securities
|
272
|
|
|
—
|
|
|
811
|
|
|
—
|
|
||||
Income available to PBF Energy Inc. stockholders - basic
|
$
|
314,093
|
|
|
$
|
42,111
|
|
|
$
|
172,814
|
|
|
$
|
116,253
|
|
Denominator for basic net income per Class A common share - weighted average shares
|
109,724,595
|
|
|
97,825,357
|
|
|
109,634,921
|
|
|
97,823,708
|
|
||||
Basic net income attributable to PBF Energy per Class A common share
|
$
|
2.86
|
|
|
$
|
0.43
|
|
|
$
|
1.58
|
|
|
$
|
1.19
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Income available to PBF Energy Inc. stockholders - basic
|
$
|
314,093
|
|
|
$
|
42,111
|
|
|
$
|
172,814
|
|
|
$
|
116,253
|
|
Plus: Net income attributable to noncontrolling interest
(1)
|
18,137
|
|
|
3,797
|
|
|
9,677
|
|
|
10,755
|
|
||||
Less: Income tax expense on net income attributable to noncontrolling interest
(1)
|
(7,139
|
)
|
|
(1,504
|
)
|
|
(3,809
|
)
|
|
(4,259
|
)
|
||||
Numerator for diluted net income per Class A common share - net income attributable to PBF Energy Inc. stockholders
(1)
|
$
|
325,091
|
|
|
$
|
44,404
|
|
|
$
|
178,682
|
|
|
$
|
122,749
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator
(1)
:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic net income per Class A common share-weighted average shares
|
109,724,595
|
|
|
97,825,357
|
|
|
109,634,921
|
|
|
97,823,708
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Conversion of PBF LLC Series A Units
(1)
|
3,825,508
|
|
|
4,966,632
|
|
|
3,832,464
|
|
|
4,956,853
|
|
||||
Common stock equivalents
(2)
|
332,137
|
|
|
343,810
|
|
|
324,157
|
|
|
430,356
|
|
||||
Denominator for diluted net income per Class A common share-adjusted weighted average shares
|
113,882,240
|
|
|
103,135,799
|
|
|
113,791,542
|
|
|
103,210,917
|
|
||||
Diluted net income attributable to PBF Energy Inc. stockholders per Class A common share
|
$
|
2.85
|
|
|
$
|
0.43
|
|
|
$
|
1.57
|
|
|
$
|
1.19
|
|
__________
|
|
|
|
|
|
|
|
(1)
|
The diluted earnings per share calculation generally assumes the conversion of all outstanding PBF LLC Series A Units to Class A common stock of PBF Energy. The net income attributable to PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net income, as well as the corresponding income tax expense (based on a
39.4%
statutory tax rate for
|
(2)
|
Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of common stock equivalents, including options and warrants for PBF LLC Series A Units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive). Common stock equivalents exclude the effects of options and warrants to purchase
6,484,650
and
6,554,650
shares of PBF Energy Class A common stock and PBF LLC Series A units because they are anti-dilutive for the
three and nine
months ended
September 30, 2017
, respectively. Common stock equivalents excludes the effects of options and warrants to purchase
5,161,125
and
4,364,250
shares of PBF Energy Class A common stock because they are anti-dilutive for the
three and nine
months ended
September 30, 2016
, respectively.
|
Refinery
|
Region
|
Nelson Complexity
|
Throughput Capacity (in barrels per day)
|
PADD
|
Crude Processed (1)
|
Source (1)
|
|||
Delaware City
|
East Coast
|
11.3
|
|
190,000
|
|
1
|
|
medium and heavy sour crude
|
water, rail
|
Paulsboro
|
East Coast
|
13.2
|
|
180,000
|
|
1
|
|
medium and heavy sour crude
|
water, rail
|
Toledo
|
Mid-Continent
|
9.2
|
|
170,000
|
|
2
|
|
light, sweet crude
|
pipeline, truck, rail
|
Chalmette
|
Gulf Coast
|
12.7
|
|
189,000
|
|
3
|
|
light and heavy crude
|
water, pipeline
|
Torrance
|
West Coast
|
14.9
|
|
155,000
|
|
5
|
|
heavy and medium crude
|
pipeline, water, truck
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
$
|
5,478,951
|
|
|
$
|
4,513,204
|
|
|
$
|
15,250,649
|
|
|
$
|
11,171,856
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of products and other
|
4,352,061
|
|
|
3,862,580
|
|
|
13,154,521
|
|
|
9,524,119
|
|
||||
Operating expenses (excluding depreciation and amortization expense as reflected below)
|
402,910
|
|
|
412,699
|
|
|
1,267,136
|
|
|
989,296
|
|
||||
Depreciation and amortization expense
|
75,948
|
|
|
54,694
|
|
|
197,800
|
|
|
158,612
|
|
||||
Cost of sales
|
4,830,919
|
|
|
4,329,973
|
|
|
14,619,457
|
|
|
10,672,027
|
|
||||
General and administrative expenses (excluding depreciation and amortization expense as reflected below)
|
58,275
|
|
|
44,020
|
|
|
143,195
|
|
|
124,975
|
|
||||
Depreciation and amortization expense
|
2,572
|
|
|
1,342
|
|
|
10,355
|
|
|
4,417
|
|
||||
Loss on sale of assets
|
28
|
|
|
8,159
|
|
|
940
|
|
|
11,381
|
|
||||
Total cost and expenses
|
4,891,794
|
|
|
4,383,494
|
|
|
14,773,947
|
|
|
10,812,800
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
587,157
|
|
|
129,710
|
|
|
476,702
|
|
|
359,056
|
|
||||
Other income (expenses):
|
|
|
|
|
|
|
|
||||||||
Change in tax receivable agreement liability
|
565
|
|
|
(3,143
|
)
|
|
565
|
|
|
(3,143
|
)
|
||||
Change in fair value of catalyst leases
|
473
|
|
|
77
|
|
|
(1,011
|
)
|
|
(4,556
|
)
|
||||
Debt extinguishment costs
|
—
|
|
|
—
|
|
|
(25,451
|
)
|
|
—
|
|
||||
Interest expense, net
|
(36,990
|
)
|
|
(38,527
|
)
|
|
(114,871
|
)
|
|
(111,994
|
)
|
||||
Income before income taxes
|
551,205
|
|
|
88,117
|
|
|
335,934
|
|
|
239,363
|
|
||||
Income tax expense
|
203,979
|
|
|
31,673
|
|
|
112,889
|
|
|
85,607
|
|
||||
Net income
|
347,226
|
|
|
56,444
|
|
|
223,045
|
|
|
153,756
|
|
||||
Less: net income attributable to noncontrolling interests
|
32,861
|
|
|
14,333
|
|
|
49,420
|
|
|
37,503
|
|
||||
Net income attributable to PBF Energy Inc. stockholders
|
$
|
314,365
|
|
|
$
|
42,111
|
|
|
$
|
173,625
|
|
|
$
|
116,253
|
|
|
|
|
|
|
|
|
|
||||||||
Gross margin
|
$
|
666,961
|
|
|
$
|
195,242
|
|
|
$
|
689,876
|
|
|
$
|
524,041
|
|
|
|
|
|
|
|
|
|
||||||||
Gross refining margin
(1)
|
$
|
1,064,007
|
|
|
$
|
604,355
|
|
|
$
|
1,912,869
|
|
|
$
|
1,529,582
|
|
|
|
|
|
|
|
|
|
||||||||
Net income available to Class A common stock per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
2.86
|
|
|
$
|
0.43
|
|
|
$
|
1.58
|
|
|
$
|
1.19
|
|
Diluted
|
$
|
2.85
|
|
|
$
|
0.43
|
|
|
$
|
1.57
|
|
|
$
|
1.19
|
|
(1)
|
See Non-GAAP Financial Measures below.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Key Operating Information
|
|
|
|
|
|
|
|
||||||||
Production (bpd in thousands)
|
852.6
|
|
|
799.1
|
|
|
781.6
|
|
|
717.6
|
|
||||
Crude oil and feedstocks throughput (bpd in thousands)
|
849.7
|
|
|
786.3
|
|
|
786.1
|
|
|
711.8
|
|
||||
Total crude oil and feedstocks throughput (millions of barrels)
|
78.2
|
|
|
72.3
|
|
|
214.6
|
|
|
195.1
|
|
||||
Gross margin per barrel of throughput
|
$
|
8.54
|
|
|
$
|
2.70
|
|
|
$
|
3.22
|
|
|
$
|
2.69
|
|
Gross refining margin, excluding special items, per barrel of throughput
(1)
|
$
|
10.22
|
|
|
$
|
6.92
|
|
|
$
|
8.46
|
|
|
$
|
6.20
|
|
Refinery operating expenses, excluding depreciation, per barrel of throughput
|
$
|
4.98
|
|
|
$
|
5.59
|
|
|
$
|
5.71
|
|
|
$
|
4.98
|
|
|
|
|
|
|
|
|
|
||||||||
Crude and feedstocks (% of total throughput)
(2)
|
|
|
|
|
|
|
|
||||||||
Heavy crude
|
33
|
%
|
|
34
|
%
|
|
34
|
%
|
|
23
|
%
|
||||
Medium crude
|
30
|
%
|
|
32
|
%
|
|
30
|
%
|
|
38
|
%
|
||||
Light crude
|
22
|
%
|
|
23
|
%
|
|
21
|
%
|
|
28
|
%
|
||||
Other feedstocks and blends
|
15
|
%
|
|
11
|
%
|
|
15
|
%
|
|
11
|
%
|
||||
Total throughput
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Yield (% of total throughput)
|
|
|
|
|
|
|
|
||||||||
Gasoline and gasoline blendstocks
|
50
|
%
|
|
51
|
%
|
|
50
|
%
|
|
49
|
%
|
||||
Distillates and distillate blendstocks
|
29
|
%
|
|
31
|
%
|
|
29
|
%
|
|
31
|
%
|
||||
Lubes
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
||||
Chemicals
|
2
|
%
|
|
3
|
%
|
|
2
|
%
|
|
4
|
%
|
||||
Other
|
18
|
%
|
|
14
|
%
|
|
17
|
%
|
|
15
|
%
|
||||
Total yield
|
100
|
%
|
|
100
|
%
|
|
99
|
%
|
|
100
|
%
|
(1)
|
See Non-GAAP Financial Measures below.
|
(2)
|
We define heavy crude oil as crude oil with American Petroleum Institute (API) gravity less than 24 degrees. We define medium crude oil as crude oil with API gravity between 24 and 35 degrees. We define light crude oil as crude oil with API gravity higher than 35 degrees.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(dollars per barrel, except as noted)
|
||||||||||||||
Dated Brent Crude
|
$
|
52.16
|
|
|
$
|
45.90
|
|
|
$
|
51.79
|
|
|
$
|
42.05
|
|
West Texas Intermediate (WTI) crude oil
|
$
|
48.18
|
|
|
$
|
44.88
|
|
|
$
|
49.32
|
|
|
$
|
41.41
|
|
Light Louisiana Sweet (LLS) crude oil
|
$
|
51.67
|
|
|
$
|
46.52
|
|
|
$
|
51.73
|
|
|
$
|
43.20
|
|
Alaska North Slope (ANS) crude oil
|
$
|
52.04
|
|
|
$
|
44.65
|
|
|
$
|
52.15
|
|
|
$
|
41.58
|
|
Crack Spreads
|
|
|
|
|
|
|
|
||||||||
Dated Brent (NYH) 2-1-1
|
$
|
18.12
|
|
|
$
|
12.94
|
|
|
$
|
14.84
|
|
|
$
|
13.18
|
|
WTI (Chicago) 4-3-1
|
$
|
18.82
|
|
|
$
|
13.64
|
|
|
$
|
14.70
|
|
|
$
|
13.07
|
|
LLS (Gulf Coast) 2-1-1
|
$
|
16.69
|
|
|
$
|
11.51
|
|
|
$
|
13.75
|
|
|
$
|
10.35
|
|
ANS (West Coast) 4-3-1
|
$
|
20.66
|
|
|
$
|
15.61
|
|
|
$
|
18.78
|
|
|
$
|
17.22
|
|
Crude Oil Differentials
|
|
|
|
|
|
|
|
||||||||
Dated Brent (foreign) less WTI
|
$
|
3.97
|
|
|
$
|
1.02
|
|
|
$
|
2.47
|
|
|
$
|
0.64
|
|
Dated Brent less Maya (heavy, sour)
|
$
|
8.75
|
|
|
$
|
6.87
|
|
|
$
|
6.77
|
|
|
$
|
7.57
|
|
Dated Brent less WTS (sour)
|
$
|
4.96
|
|
|
$
|
2.50
|
|
|
$
|
3.63
|
|
|
$
|
1.48
|
|
Dated Brent less ASCI (sour)
|
$
|
3.82
|
|
|
$
|
4.14
|
|
|
$
|
3.58
|
|
|
$
|
4.02
|
|
WTI less WCS (heavy, sour)
|
$
|
10.03
|
|
|
$
|
13.28
|
|
|
$
|
10.83
|
|
|
$
|
12.15
|
|
WTI less Bakken (light, sweet)
|
$
|
(0.69
|
)
|
|
$
|
1.41
|
|
|
$
|
0.18
|
|
|
$
|
1.13
|
|
WTI less Syncrude (light, sweet)
|
$
|
(1.95
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
(1.86
|
)
|
|
$
|
(2.67
|
)
|
WTI less LLS (light, sweet)
|
$
|
(3.49
|
)
|
|
$
|
(1.65
|
)
|
|
$
|
(2.41
|
)
|
|
$
|
(1.79
|
)
|
WTI less ANS (light, sweet)
|
$
|
(3.86
|
)
|
|
$
|
0.23
|
|
|
$
|
(2.82
|
)
|
|
$
|
(0.17
|
)
|
Natural gas (dollars per MMBTU)
|
$
|
2.95
|
|
|
$
|
2.79
|
|
|
$
|
3.05
|
|
|
$
|
2.35
|
|
1.
|
Assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock.
As a result of the assumed exchange of all PBF LLC Series A Units, the noncontrolling interest related to these units is converted to controlling interest. Management believes that it is useful to provide the per-share effect associated with the assumed exchange of all PBF LLC Series A Units.
|
2.
|
Income Taxes.
Prior to PBF Energy’s initial public offering (“IPO”), we were organized as a limited liability company treated as a “flow-through” entity for income tax purposes, and even after PBF Energy’s IPO, not all of our earnings are subject to corporate-level income taxes. Adjustments have been made to the Adjusted Fully-Converted tax provisions and earnings to assume that we had adopted our post-IPO corporate tax structure for all periods presented and are taxed as a C-corporation in the U.S. at the prevailing corporate rates. These assumptions are consistent with the assumption in clause 1 above that all PBF LLC Series A Units are exchanged for shares of PBF Energy Class A common stock, as the assumed exchange would change the amount of our earnings that is subject to corporate income tax.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to PBF Energy Inc. stockholders
|
$
|
314,365
|
|
|
$
|
42,111
|
|
|
$
|
173,625
|
|
|
$
|
116,253
|
|
Less: Income allocated to participating securities
|
272
|
|
|
—
|
|
|
811
|
|
|
—
|
|
||||
Income available to PBF Energy Inc. stockholders - basic
|
314,093
|
|
|
42,111
|
|
|
172,814
|
|
|
116,253
|
|
||||
Add: Net income attributable to the noncontrolling interest
(1)
|
18,137
|
|
|
3,797
|
|
|
9,677
|
|
|
10,755
|
|
||||
Less: Income tax expense
(2)
|
(7,139
|
)
|
|
(1,504
|
)
|
|
(3,809
|
)
|
|
(4,259
|
)
|
||||
Adjusted fully-converted net income
|
$
|
325,091
|
|
|
$
|
44,404
|
|
|
$
|
178,682
|
|
|
$
|
122,749
|
|
Special Items:
|
|
|
|
|
|
|
|
||||||||
Add: Non-cash LCM inventory adjustment
(3)
|
(265,077
|
)
|
|
(103,990
|
)
|
|
(97,943
|
)
|
|
(320,833
|
)
|
||||
Add: Change in tax receivable agreement liability
(3)
|
(565
|
)
|
|
3,143
|
|
|
(565
|
)
|
|
3,143
|
|
||||
Add: Debt extinguishment costs
(3)
|
—
|
|
|
—
|
|
|
25,451
|
|
|
—
|
|
||||
Add: Recomputed income taxes on special items
(3)
|
104,556
|
|
|
39,935
|
|
|
28,755
|
|
|
125,805
|
|
||||
Adjusted fully-converted net income (loss) excluding special items
|
$
|
164,005
|
|
|
$
|
(16,508
|
)
|
|
$
|
134,380
|
|
|
$
|
(69,136
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding of PBF Energy Inc.
|
109,724,595
|
|
|
97,825,357
|
|
|
109,634,921
|
|
|
97,823,708
|
|
||||
Conversion of PBF LLC Series A Units
(4)
|
3,825,508
|
|
|
4,966,632
|
|
|
3,832,464
|
|
|
4,956,853
|
|
||||
Common stock equivalents
(5)
|
332,137
|
|
|
343,810
|
|
|
324,157
|
|
|
430,356
|
|
||||
Adjusted fully-converted shares outstanding-diluted
|
113,882,240
|
|
|
103,135,799
|
|
|
113,791,542
|
|
|
103,210,917
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted net income per share
|
$
|
2.85
|
|
|
$
|
0.43
|
|
|
$
|
1.57
|
|
|
$
|
1.19
|
|
Adjusted fully-converted net income (per fully exchanged, fully diluted shares outstanding)
|
$
|
2.85
|
|
|
$
|
0.43
|
|
|
$
|
1.57
|
|
|
$
|
1.19
|
|
Adjusted fully-converted net income (loss) excluding special items (per fully exchanged, fully diluted shares outstanding)
|
$
|
1.44
|
|
|
$
|
(0.16
|
)
|
|
$
|
1.18
|
|
|
$
|
(0.67
|
)
|
|
Three Months Ended September 30,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
$
|
|
per barrel of throughput
|
|
$
|
|
per barrel of throughput
|
||||||||
Calculation of gross margin:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
5,478,951
|
|
|
$
|
70.09
|
|
|
$
|
4,513,204
|
|
|
$
|
62.39
|
|
Less: Cost of products and other
|
4,352,061
|
|
|
55.67
|
|
|
3,862,580
|
|
|
53.39
|
|
||||
Less: Refinery operating expenses
|
389,591
|
|
|
4.98
|
|
|
404,045
|
|
|
5.59
|
|
||||
Less: Refinery depreciation expenses
|
70,338
|
|
|
0.90
|
|
|
51,337
|
|
|
0.71
|
|
||||
Gross margin
|
$
|
666,961
|
|
|
$
|
8.54
|
|
|
$
|
195,242
|
|
|
$
|
2.70
|
|
Reconciliation of gross margin to gross refining margin:
|
|
|
|
|
|
|
|
||||||||
Gross margin
|
$
|
666,961
|
|
|
$
|
8.54
|
|
|
$
|
195,242
|
|
|
$
|
2.70
|
|
Less: Revenues of PBFX
|
(65,494
|
)
|
|
(0.84
|
)
|
|
(48,433
|
)
|
|
(0.67
|
)
|
||||
Add: Affiliate cost of sales of PBFX
|
2,611
|
|
|
0.03
|
|
|
2,164
|
|
|
0.03
|
|
||||
Add: Refinery operating expenses
|
389,591
|
|
|
4.98
|
|
|
404,045
|
|
|
5.59
|
|
||||
Add: Refinery depreciation expense
|
70,338
|
|
|
0.90
|
|
|
51,337
|
|
|
0.71
|
|
||||
Gross refining margin
|
$
|
1,064,007
|
|
|
$
|
13.61
|
|
|
$
|
604,355
|
|
|
$
|
8.36
|
|
Special items:
|
|
|
|
|
|
|
|
||||||||
Add: Non-cash LCM inventory adjustment
(3)
|
(265,077
|
)
|
|
(3.39
|
)
|
|
(103,990
|
)
|
|
(1.44
|
)
|
||||
Gross refining margin excluding special items
|
$
|
798,930
|
|
|
$
|
10.22
|
|
|
$
|
500,365
|
|
|
$
|
6.92
|
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
$
|
|
per barrel of throughput
|
|
$
|
|
per barrel of throughput
|
||||||||
Calculation of gross margin:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
15,250,649
|
|
|
$
|
71.07
|
|
|
$
|
11,171,856
|
|
|
$
|
57.28
|
|
Less: Cost of products and other
|
13,154,521
|
|
|
61.30
|
|
|
9,524,119
|
|
|
48.83
|
|
||||
Less: Refinery operating expenses
|
1,225,014
|
|
|
5.71
|
|
|
972,223
|
|
|
4.98
|
|
||||
Less: Refinery depreciation expenses
|
181,238
|
|
|
0.84
|
|
|
151,473
|
|
|
0.78
|
|
||||
Gross margin
|
$
|
689,876
|
|
|
$
|
3.22
|
|
|
$
|
524,041
|
|
|
$
|
2.69
|
|
Reconciliation of gross margin to gross refining margin:
|
|
|
|
|
|
|
|
||||||||
Gross margin
|
$
|
689,876
|
|
|
$
|
3.22
|
|
|
$
|
524,041
|
|
|
$
|
2.69
|
|
Less: Revenues of PBFX
|
(188,300
|
)
|
|
(0.88
|
)
|
|
(125,641
|
)
|
|
(0.64
|
)
|
||||
Add: Affiliate cost of sales of PBFX
|
5,041
|
|
|
0.02
|
|
|
7,486
|
|
|
0.04
|
|
||||
Add: Refinery operating expenses
|
1,225,014
|
|
|
5.71
|
|
|
972,223
|
|
|
4.98
|
|
||||
Add: Refinery depreciation expense
|
181,238
|
|
|
0.84
|
|
|
151,473
|
|
|
0.78
|
|
||||
Gross refining margin
|
$
|
1,912,869
|
|
|
$
|
8.91
|
|
|
$
|
1,529,582
|
|
|
$
|
7.85
|
|
Special items:
|
|
|
|
|
|
|
|
||||||||
Add: Non-cash LCM inventory adjustment
(3)
|
(97,943
|
)
|
|
(0.45
|
)
|
|
(320,833
|
)
|
|
(1.65
|
)
|
||||
Gross refining margin excluding special items
|
$
|
1,814,926
|
|
|
$
|
8.46
|
|
|
$
|
1,208,749
|
|
|
$
|
6.20
|
|
•
|
do not reflect depreciation expense or our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
|
•
|
do not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
|
•
|
do not reflect realized and unrealized gains and losses from certain hedging activities, which may have a substantial impact on our cash flow;
|
•
|
do not reflect certain other non-cash income and expenses; and
|
•
|
exclude income taxes that may represent a reduction in available cash.
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
|
|
||||||||||||||
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Reconciliation of net income to EBITDA and EBITDA excluding special items:
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
347,226
|
|
|
$
|
56,444
|
|
|
$
|
223,045
|
|
|
$
|
153,756
|
|
||
Add: Depreciation and amortization expense
|
78,520
|
|
|
56,036
|
|
|
208,155
|
|
|
163,029
|
|
||||||
Add: Interest expense, net
|
36,990
|
|
|
38,527
|
|
|
114,871
|
|
|
111,994
|
|
||||||
Add: Income tax (benefit) expense
|
203,979
|
|
|
31,673
|
|
|
112,889
|
|
|
85,607
|
|
||||||
EBITDA
|
$
|
666,715
|
|
|
$
|
182,680
|
|
|
$
|
658,960
|
|
|
$
|
514,386
|
|
||
Special Items:
|
|
|
|
|
|
|
|
||||||||||
Add: Non-cash LCM inventory adjustment
(3)
|
$
|
(265,077
|
)
|
|
$
|
(103,990
|
)
|
|
$
|
(97,943
|
)
|
|
$
|
(320,833
|
)
|
||
Add: Change in tax receivable agreement liability
(3)
|
(565
|
)
|
|
3,143
|
|
|
(565
|
)
|
|
3,143
|
|
||||||
Add: Debt extinguishment costs
(3)
|
—
|
|
|
—
|
|
|
25,451
|
|
|
—
|
|
||||||
EBITDA excluding special items
|
$
|
401,073
|
|
|
$
|
81,833
|
|
|
$
|
585,903
|
|
|
$
|
196,696
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of EBITDA to Adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||||
EBITDA
|
$
|
666,715
|
|
|
$
|
182,680
|
|
|
$
|
658,960
|
|
|
$
|
514,386
|
|
||
Add: Stock based compensation
|
4,222
|
|
|
3,622
|
|
|
18,064
|
|
|
16,331
|
|
||||||
Add: Non-cash change in fair value of catalyst leases
|
(473
|
)
|
|
(77
|
)
|
|
1,011
|
|
|
4,556
|
|
||||||
Add: Non-cash LCM inventory adjustment
(3)
|
(265,077
|
)
|
|
(103,990
|
)
|
|
(97,943
|
)
|
|
(320,833
|
)
|
||||||
Add: Change in tax receivable agreement liability
(3)
|
(565
|
)
|
|
3,143
|
|
|
(565
|
)
|
|
3,143
|
|
||||||
Add: Debt extinguishment costs
(3)
|
—
|
|
|
—
|
|
|
25,451
|
|
|
—
|
|
||||||
Adjusted EBITDA
|
$
|
404,822
|
|
|
$
|
85,378
|
|
|
$
|
604,978
|
|
|
$
|
217,583
|
|
(1)
|
Represents the elimination of the noncontrolling interest associated with the ownership by the members of PBF LLC other than PBF Energy, as if such members had fully exchanged their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock.
|
(2)
|
Represents an adjustment to apply PBF Energy’s expected full-year statutory tax rate of approximately 39.4% and 39.6% for the 2017 and 2016 periods, respectively, applied to the net income attributable to the noncontrolling interest for all periods presented. The adjustment assumes the full exchange of existing PBF LLC Series A Units as described in
(1)
above.
|
(3)
|
Special items: In accordance with GAAP, we are required to state our inventories at the lower of cost or market. Our inventory cost is determined by the last-in, first-out (“LIFO”) inventory valuation methodology, in which the most recently incurred costs are charged to cost of sales and inventories are valued at base layer acquisition costs. Market is determined based on an assessment of the current estimated replacement cost and net realizable selling price of the inventory. In periods where the market price of our inventory declines substantially, cost values of inventory may exceed market values. In such instances, we record an adjustment to write down the value of inventory to market value in accordance with GAAP. In subsequent periods, the value of inventory is reassessed and an LCM inventory adjustment is recorded to reflect the net change in the LCM inventory reserve between the prior period and the current period. The net impact of these LCM inventory adjustments are included in the Refining segment’s operating income, but are excluded from the operating results presented in the table in order to make such information comparable between periods.
|
|
2017
|
|
2016
|
||||
January 1,
|
$
|
595,988
|
|
|
$
|
1,117,336
|
|
June 30,
|
763,122
|
|
|
900,493
|
|
||
September 30,
|
498,045
|
|
|
796,503
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net LCM inventory adjustment benefit in operating income
|
$
|
265,077
|
|
|
$
|
103,990
|
|
|
$
|
97,943
|
|
|
$
|
320,833
|
|
Net LCM inventory adjustment benefit in net income
|
160,743
|
|
|
62,810
|
|
|
59,393
|
|
|
193,783
|
|
(4)
|
Represents an adjustment to weighted-average diluted shares to assume the full exchange of existing PBF LLC Series A Units as described in (1) above.
|
(5)
|
Represents weighted-average diluted shares outstanding assuming the conversion of all common stock equivalents, including options and warrants for PBF LLC Series A Units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive) for the
three and nine
months ended
September 30, 2017
and
2016
, respectively. Common stock equivalents exclude the effects of options and warrants to purchase
6,484,650
and
6,554,650
shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the
three and nine
months ended
September 30, 2017
, respectively. Common stock equivalents exclude the effects of options and warrants to purchase
5,161,125
and
4,364,250
shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the
three and nine
months ended
September 30, 2016
, respectively.
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1
†
|
|
Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Paulsboro Refining Company LLC (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K/A (File No. 001-35764) filed on September 18, 2017).
|
|
|
|
|
Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Delaware City Refining Company LLC (incorporated by reference to Exhibit 10.2 of PBF Energy Inc.’s Current Report on Form 8-K/A (File No. 001-35764) filed on September 18, 2017).
|
|
|
|
|
31.1
*
|
|
Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
*
|
|
Certification of Erik Young, Chief Financial Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
* (1)
|
|
Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
* (1)
|
|
Certification of Erik Young, Chief Financial Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Filed herewith.
|
†
|
Confidential treatment has been granted by the SEC as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.
|
(1)
|
This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
|
|
|
PBF Energy Inc.
|
||
|
|
|
|
|
Date
|
November 2, 2017
|
|
By:
|
/s/ Erik Young
|
|
|
|
|
Erik Young
Senior Vice President, Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1
†
|
|
Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Paulsboro Refining Company LLC (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K/A (File No. 001-35764) filed on September 18, 2017).
|
|
|
|
|
Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Delaware City Refining Company LLC (incorporated by reference to Exhibit 10.2 of PBF Energy Inc.’s Current Report on Form 8-K/A (File No. 001-35764) filed on September 18, 2017).
|
|
|
|
|
|
Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of Erik Young, Chief Financial Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.1*
(1)
|
|
Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2*
(1)
|
|
Certification of Erik Young, Chief Financial Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Filed herewith.
|
†
|
Confidential treatment has been granted by the SEC as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.
|
(1)
|
This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
|
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