PBF HOLDING COMPANY LLC
TABLE OF CONTENTS
GLOSSARY OF SELECTED TERMS
Unless otherwise noted or indicated by context, the following terms used in this Annual Report on Form 10-K have the following meanings:
“AB32”AB 32” refers to the greenhouse gas emission control regulations in the state of California to comply with Assembly Bill 32.
“ANS” refers to Alaskan North Slope crude oil reflective of West Coast economics, characterized by API gravity between 28° and 35°.
“ASCI” refers to the Argus Sour Crude Index, a pricing index used to approximate market prices for sour, heavy crude oil.
“Bakken” refers to both a crude oil production region generally covering North Dakota, Montana and Western Canada, and the crude oil that is produced in that region.
“barrel” refers to a common unit of measure in the oil industry, which equates to 42 gallons.
“blendstocks” refers to various compounds that are combined with gasoline or diesel from the crude oil refining process to make finished gasoline and diesel; these may include natural gasoline, FCC unit gasoline, ethanol, reformate or butane, among others.
“bpd” refers tois an abbreviation for barrels per day.
“CAM Pipeline” or “CAM Connection Pipeline” refers to the Clovelly-Alliance-Meraux pipeline in Louisiana.
“CARB”refers to the California Air Resources Board; gasoline and diesel fuel sold in the state of California are regulated by CARB and require stricter quality and emissions reduction performance than required by other states.
“catalyst” refers to a substance that alters, accelerates, or instigates chemical changes, but is not produced as a product of the refining process.
“coke” refers to a coal-like substance that is produced from heavier crude oil fractions during the refining process.
“complexity” refers to the number, type and capacity of processing units at a refinery, measured by the Nelson Complexity Index, which is often used as a measure of a refinery’s ability to process lower quality crude in an economic manner.
“COVID-19” refers to the 2019 outbreak of the novel coronavirus pandemic.
“crack spread” refers to a simplified calculation that measures the difference between the price for light products and crude oil. For example, we reference (a) the 2-1-1 crack spread, which is a general industry standard utilized by our Delaware City, Paulsboro and Chalmette refineries that approximates the per barrel refining margin resulting from processing two barrels of crude oil to produce one barrel of gasoline and one barrel of heating oil or ULSD, and (b) the 4-3-1 crack spread, which is a benchmark utilized by our Toledo and Torrance refineries that approximates the per barrel refining margin resulting from processing four barrels of crude oil to produce three barrels of gasoline and one-half barrel of jet fuel and one-half barrel of ULSD and (c) the 3-2-1 crack spread, which is a benchmark utilized by our Martinez refinery that approximates the per barrel refining margin resulting from processing three barrels of crude oil to produce two barrels of gasoline and three-quarters of a barrel jet fuel and one-quarter of a barrel ULSD.
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“Dated Brent” refers to Brent blend oil, a light, sweet North Sea crude oil, characterized by an APIAmerican Petroleum Institute (“API”) gravity of 38° and a sulfur content of approximately 0.4 weight percent, that is used as a benchmark for other crude oils.
“distillates” refers primarily to diesel, heating oil, kerosene and jet fuel.
“DNREC” refers to the Delaware Department of Natural Resources and Environmental Control.
“downstream” refers to the downstream sector of the energy industry generally describing oil refineries, marketing and distribution companies that refine crude oil and sell and distribute refined products. The opposite of the downstream sector is the upstream sector, which refers to exploration and production companies that search for and/or produce crude oil and natural gas underground or through drilling or exploratory wells.
“EPA” refers to the United States Environmental Protection Agency.
“Ethanol Permit”ESG” refers to a Coastal Zone Act permit for ethanol.environmental, social, and governance matters.
“ethanol” refers to a clear, colorless, flammable oxygenated liquid. Ethanol is typically produced chemically from ethylene, or biologically from fermentation of various sugars from carbohydrates found in agricultural crops. It is used in the United States as a gasoline octane enhancer and oxygenate.
“Ethanol Permit” refers to the Coastal Zone Act permit for ethanol issued to our Delaware City refinery.
“ExxonMobil” refers to Exxon Mobil Corporation.
“FCC” refers to fluid catalytic cracking.
“feedstocks” refers to crude oil and partially refined petroleum products that are processed and blended into refined products.
“GAAP” refers to U.S. generally accepted accounting principles developed by the Financial Accounting Standards Board for nongovernmental entities.
“GHG” refers to the greenhouse gas carbon dioxide.gas.
“Group I base oils or lubricants” refers to conventionally refined products characterized by sulfur content less than 0.03% with a viscosity index between 80 and 120. Typically, these products are used in a variety of automotive and industrial applications.
“heavy crude oil” refers to a relatively inexpensive crude oil with a low API gravity characterized by high relative density and viscosity. Heavy crude oils require greater levels of processing to produce high value products such as gasoline and diesel.
“IPO” refers to the initial public offering of PBF Energy Class A common stock which closed on December 18, 2012.
“J. Aron” refers to J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc.
“KV” refers to Kilovolts.
“LCM” refers to a GAAP requirement for inventory to be valued at the lower of cost or market.
“light crude oil” refers to a relatively expensive crude oil with a high API gravity characterized by low relative density and viscosity. Light crude oils require lower levels of processing to produce high value products such as gasoline and diesel.
“light-heavy differential” refers to the price difference between light crude oil and heavy crude oil.
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“light products” refers to the group of refined products with lower boiling temperatures, including gasoline and distillates.
“LLS” refers to Light Louisiana Sweet benchmark for crude oil reflective of Gulf coast economics for light sweet domestic and foreign crudes. It is characterized by an API gravity of between 35° and 40° and a sulfur content of approximately .35 weight percent.
“LPG” refers to liquefied petroleum gas.
“Maya” refers to Maya crude oil, a heavy, sour crude oil characterized by an API gravity of approximately 22° and a sulfur content of approximately 3.3 weight percent that is used as a benchmark for other heavy crude oils.
“MLP” refers to the master limited partnership.
“MMBTU” refers to million British thermal units.
“MOEM Pipeline” refers to a pipeline that originates at a terminal in Empire, Louisiana approximately 30 miles north of the mouth of the Mississippi River. The MOEM Pipeline is 14 inches in diameter, 54 miles long and transports crude from South Louisiana to the Chalmette refinery and transports Heavy Louisiana Sweet (HLS) and South Louisiana Intermediate (SLI) crude.
“MW” refers to Megawatt.
“Nelson Complexity Index” refers to the complexity of an oil refinery as measured by the Nelson Complexity Index, which is calculated on an annual basis by the Oil and Gas Journal. The Nelson Complexity Index assigns a complexity factor to each major piece of refinery equipment based on its complexity and cost in comparison to crude distillation, which is assigned a complexity factor of 1.0. The complexity of each piece of refinery equipment is then calculated by multiplying its complexity factor by its throughput ratio as a percentage of crude distillation capacity. Adding up the complexity values assigned to each piece of equipment, including crude distillation, determines a refinery’s complexity on the Nelson Complexity Index. A refinery with a complexity of 10.0 on the Nelson Complexity Index is considered ten times more complex than crude distillation for the same amount of throughput.
“NYH” refers to the New York Harbor market value of petroleum products.
“NYMEX” OSHA”refers to the New York Mercantile Exchange.Occupational Safety and Health Administration of the U.S. Department of Labor.
“PADD” refers to Petroleum Administration for Defense Districts.
“refined products” refers to petroleum products, such as gasoline, diesel and jet fuel, that are produced by a refinery.
“Renewable Fuel Standard” refers to the Renewable Fuel Standard issued pursuant to the Energy Independence and Security Act of 2007 implementing mandates to blend renewable fuels into petroleum fuels produced and sold in the United States.
“RINs” refers to renewable fuel credits required for compliance with the Renewable Fuel Standard.
“Saudi Aramco” refers to Saudi Arabian Oil Company.
“SEC” refers to the United States Securities and Exchange Commission.
“sour crude oil” refers to a crude oil that is relatively high in sulfur content, requiring additional processing to remove the sulfur. Sour crude oil is typically less expensive than sweet crude oil.
“Sunoco” refers to Sunoco, LLC.
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“sweet crude oil” refers to a crude oil that is relatively low in sulfur content, requiring less processing to remove the sulfur than sour crude oil. Sweet crude oil is typically more expensive than sour crude oil.
“Syncrude” refers to a blend of Canadian synthetic oil, a light, sweet crude oil, typically characterized by API gravity between 30° and 32° and a sulfur content of approximately 0.1-0.2 weight percent.
“throughput” refers to the volume processed through a unit or refinery.
“turnaround” refers to a periodically required shutdown and comprehensive maintenance event to refurbish and maintain a refinery unit or units that involves the cleaning, repair, and inspection of such units and occurs generally on a periodic cycle.
“ULSD” refers to ultra-low-sulfur diesel.
“WCS” refers to Western Canadian Select, a heavy, sour crude oil blend typically characterized by API gravity between 20° and 22° and a sulfur content of approximately 3.5 weight percent that is used as a benchmark for heavy Western Canadian crude oil.
“WTI” refers to West Texas Intermediate crude oil, a light, sweet crude oil, typically characterized by API gravity between 38° and 40° and a sulfur content of approximately 0.3 weight percent that is used as a benchmark for other crude oils.
“WTS” refers to West Texas Sour crude oil, a sour crude oil characterized by API gravity between 30° and 33° and a sulfur content of approximately 1.28 weight percent that is used as a benchmark for other sour crude oils.
“yield” refers to the percentage of refined products that is produced from crude oil and other feedstocks.
Explanatory Note
This Annual Report on Form 10-K is filed by PBF Holding Company LLC (“PBF Holding”) and PBF Finance Corporation (“PBF Finance”). PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC (“PBF LLC”) and is the parent company for PBF LLC's refinery operating subsidiaries. PBF Finance is a wholly-owned subsidiary of PBF Holding. PBF Holding is an indirect subsidiary of PBF Energy Inc. (“PBF Energy”), which is the sole managing member of, and owner of an equity interest representing approximately 99.2% of the outstanding economic interests in PBF LLC as of December 31, 2021. PBF Energy operates and controls all of the business and affairs and consolidates the financial results of PBF LLC and its subsidiaries. PBF Holding, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America.
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PART I
In this Annual Report on Form 10-K, unless the context otherwise requires, references to the “Company,” “we,” “our” or “us” refer to PBF Holding, and, in each case, unless the context otherwise requires, its consolidated subsidiaries. References to “subsidiary guarantors” refer to PBF Services Company LLC (“PBF Services”), PBF Power Marketing LLC (“PBF Power”), Paulsboro Refining Company LLC (“Paulsboro Refining”PRC”), Toledo Refining Company LLC (“Toledo Refining” or “TRC”), Delaware City Refining Company LLC (“Delaware City Refining” or “DCR”DCR”), PBF Investments LLC (“PBF Investments”), PBF International Inc., Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Energy Western Region LLC (“PBF Western Region”), Torrance Refining Company LLC (“Torrance Refining”), and Torrance LogisticsMartinez Refining Company LLC (“Torrance Logistics”Martinez Refining”), which are the subsidiaries of PBF Holding that guarantee PBF Holding’s 7.00% senior notes due 2023 (the “2023 Senior Notes”) and 7.25% senior notes due 2025 (the “2025 Senior Notes”), 6.00% senior unsecured notes due 2028 (the “2028 Senior Notes”), and together with the 20239.25% senior secured notes due 2025 (the “2025 Senior Notes, the “SeniorSecured Notes”) on a joint and several basis.as of December 31, 2021.
In this Annual Report on Form 10-K, we make certain forward-looking statements, including statements regarding our plans, strategies, objectives, expectations, intentions, and resources. You should read our forward-looking statements together with our disclosures under the heading: “Cautionary Statement Regarding Forward-Looking Statements.” When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements set forth in this Annual Report on Form 10-K under “Risk Factors” in Item 1A.
ITEM. 1 BUSINESS
Overview and Corporate Structure
We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Mexico and are able to ship products to other international destinations. We were formed in 2008 to pursue acquisitions of crude oil refineries and downstream assets in North America. As of December 31, 2018,2021, we own and operate fivesix domestic oil refineries and related assets, which we acquiredassets. Based on the current configuration (as disclosed in 2010, 2011, 2015 and 2016. Ourthe “PBF Holding Refineries” section below) our refineries have a combined processing capacity, known as throughput, of approximately 900,000 barrels per day (“bpd”),1,000,000 bpd, and a weighted-average Nelson Complexity Index of 12.2.13.2 based on current operating conditions. The complexity and throughput capacity of our refineries are subject to change dependent upon configuration changes we make to respond to market conditions, as well as a result of investments made to improve our facilities and maintain compliance with environmental and governmental regulations. The Company’s fivesix oil refineries are aggregated into one reportable segment.
Ownership Structure
We are a Delaware limited liability company and a holding company for our operating subsidiaries. PBF Finance is a wholly-owned subsidiary of PBF Holding. We are a wholly-owned subsidiary of PBF LLC, and PBF Energy is the sole managing member of, and owner of an equity interest as of December 31, 20182021 representing approximately 99.0%99.2% of the outstanding economic interests in PBF LLC.
On December 18, 2012, our indirect parent, PBF Energy completed its initial public offering.IPO. As a result of PBF Energy’s initial public offeringIPO and related organization transactions, PBF Energy became the sole managing member of PBF LLC and operates and controls all of its business and affairs and consolidates the financial results of PBF LLC and its subsidiaries, including PBF Holding and PBF Finance. As of December 31, 2018,2021, PBF Energy held 119,895,422120,340,808 PBF LLC Series C Units and its current and former executive officers and directors and certain employees and others beneficially held 1,206,325927,990 PBF LLC Series A Units, and the holders of PBF Energy’s issued and outstanding shares of its Class A common stock have approximately 99.0%99.2% of the voting power in PBF Energy and the members of PBF LLC other than PBF Energy through their holdings of Class B common stock have the remaining 1.0%approximately 0.8% of the voting power.
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PBF Holding Refineries
Our fivesix refineries are located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, New Orleans,Chalmette, Louisiana, Torrance, California and Torrance,Martinez, California. In 2020, we reconfigured our Delaware and Paulsboro refineries (the “East Coast Refining Reconfiguration”), temporarily idling certain of our major processing units at the Paulsboro refinery, in order to operate the two refineries as one functional unit that we refer to as the “East Coast Refining System”. Each refinery is briefly described in the table below:
| Refinery | Region | Nelson Complexity Index | Throughput Capacity (in barrels per day) | PADD | Crude Processed (1) | Source (1) | Refinery | Region | Nelson Complexity Index (1) | Throughput Capacity (in barrels per day) (1) | PADD | Crude Processed (2) | Source (2) | |||||||||||||
| Delaware City | East Coast | 11.3 | 190,000 | 1 | light sweet through heavy sour | water, rail | Delaware City | East Coast | 13.6 | 180,000 | 1 | light sweet through heavy sour | water, rail | |||||||||||||
| Paulsboro | East Coast | 13.2 | 180,000 | 1 | light sweet through heavy sour | water | Paulsboro | East Coast | 10.4 (3) | 105,000(3) | 1 | light sweet through heavy sour | water | |||||||||||||
| Toledo | Mid-Continent | 9.2 | 170,000 | 2 | light sweet | pipeline, truck, rail | Toledo | Mid-Continent | 11.0 | 180,000 | 2 | light sweet | pipeline, truck, rail | |||||||||||||
| Chalmette | Gulf Coast | 12.7 | 189,000 | 3 | light sweet through heavy sour | water, pipeline | Chalmette | Gulf Coast | 13.0 | 185,000 | 3 | light sweet through heavy sour | water, pipeline | |||||||||||||
| Torrance | West Coast | 14.9 | 155,000 | 5 | medium and heavy | pipeline, water, truck | Torrance | West Coast | 13.8 | 166,000 | 5 | medium and heavy | pipeline, water, truck | |||||||||||||
| Martinez | Martinez | West Coast | 16.1 | 157,000 | 5 | medium and heavy | pipeline and water | |||||||||||||||||||
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(1) Reflects operating conditions at each refinery as of the date of this filing. Changes in complexity and throughput capacity reflect the result of current market conditions such as our East Coast Refining Reconfiguration, in addition to investments made to improve our facilities and maintain compliance with environmental and governmental regulations. Configurations at each of our refineries are evaluated and updated accordingly.
(2) Reflects the typical crude and feedstocks and related sources utilized under normal operating conditions and prevailing market environments.
(3) Under normal operating conditions and prevailing market environments, our Nelson Complexity Index and throughput capacity for the Paulsboro refinery would be 13.1 and 180,000, respectively. As a result of the East Coast Refining Reconfiguration, our Nelson Complexity Index and throughput capacity were reduced.
Public Offerings of PBF Logistics LP and Subsequent Drop-Down Transactions
PBF Logistics LP (“PBFX” or the “Partnership”) is an affiliate of ours. PBFX is a fee-based, growth-oriented, publicly-traded Delaware master limited partnershipMLP formed by PBF Energy to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBFX engages in the receiving, handling, storingstorage and transferring of crude oil, refined products, natural gas and intermediates from sources located throughout the United States and Canada for PBF Energy in support of certain of its refineries, as well as for third-party customers. As of December 31, 2018, a substantialThe majority of PBFX’s revenue isrevenues are derived from long-term, fee-based commercial agreements with us, which include minimum volume commitments, for receiving, handling, storing and transferring crude oil, refined products, and natural gas. PBF Energy also has agreements with PBFX that establish fees for certain general and administrative services and operational and maintenance services provided by us to PBFX.
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PBF Logistics GP LLC (“PBF GP”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF LLC. On May 14, 2014, PBFX completed its initial public offering (the “PBFX Offering”). In connection with the PBFX Offering, we distributed to PBF LLC, which in turn contributed to PBFX, the assets and liabilities of certain crude oil terminaling assets. In a series of additional transactions subsequent to the PBFX Offering, we distributed certain additional assets to PBF LLC, which in turn contributed those assets to PBFX. See “Agreements with PBFX” below as well as “Note 1011 - Related Party Transactions” of our Notes to Consolidated Financial Statements for additional information.
See “Item 1A. Risk Factors” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.”
Recent Developments
COVID-19 and Market Developments
The ongoing COVID-19 pandemic continues to negatively impact worldwide economic and commercial activity. The COVID-19 pandemic and the related governmental and consumer responses, resulted in significant business and operational disruptions, including business and school closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces, significantly lowering global demand for refined petroleum and petrochemical products. We have seen the demand for these products starting to rebound in 2021 as a result of the lifting or easing of governmental restrictions and the distribution of COVID-19 vaccines and other protective measures. Despite these signs of improvements, the resulting economic consequences of the COVID-19 pandemic remain uncertain and will depend on the ongoing severity, location and duration of the pandemic and variants thereof, the effectiveness of the vaccine programs, and the related impact on overall economic activity, all of which cannot be predicted with certainty at this time.
We continue to adjust our operational plans to the evolving market conditions and continue to monitor and maintain lower operating expenses through significant reductions in discretionary activities and third-party services. In the fourth quarter of 2020, we successfully reconfigured our East Coast Refining System to maintain the most profitable elements of two refineries while reducing costs and improving our competitive position.
We also remain focused on enhancing the profitability and reliability of our core operations. While our refining capital expenditures in 2022 are projected to increase in comparison to 2021, we continue to focus on capital discipline, with turnaround and other mandatory spend accounting for the majority of total planned refining capital expenses for 2022. Consistent with our prior year approach, we will be responsive with regards to the pace of capital expenditures and scope of turnarounds depending on market conditions. Our 2022 estimate for maintenance, environmental, regulatory and safety capital expenditures are estimated to remain in line with our historical average of $150.0 million to $200.0 million. For the first half of 2022, we expect to incur turnaround-related capital expenditures of approximately $200.0 million to $225.0 million, primarily relating to turnarounds at our East and West Coast refineries.
Renewable Diesel Project
We are currently progressing on our renewable diesel project that will be located at our Chalmette refinery. The project will incorporate certain existing idled assets at the refinery, including an idle hydrocracker, along with a newly-constructed pre-treatment unit to establish a 20,000 barrel per day renewable diesel production facility. To date the project has been focused on completing engineering, permitting, securing longer-lead time equipment and commencing initial site preparations. We are also currently engaging in discussions with potential strategic and financial partners for the project.
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Available Information
Our website address is www.pbfenergy.com. Information contained on our website is not part of this Annual Report on Form 10-K. Our annual reportsAnnual Reports on Form 10-K, quarterly reportsQuarterly Reports on Form 10-Q, current reportsCurrent Reports on Form 8-K, and any other materials filed with (or furnished to) the U.S. Securities and Exchange Commission (“SEC”)SEC by us are available on our website (under “Investors”) free of charge, soon after we file or furnish such material.
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The diagram below depicts our organizational structure as of December 31, 2018:2021:
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Refining Operations
We own and operate fivesix refineries providing(two of which are operated as a single unit) that provide us with geographic and market diversity. We produce a variety of products at each of our refineries, including gasoline, ULSD, heating oil, jet fuel, lubricants, petrochemicals and asphalt. We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Mexico, and are able to ship products to other international destinations.
East Coast Refining System (Delaware City Refinery and Paulsboro Refinery)
Overview. The Delaware City refinery is located on an approximately 5,000-acre site, with access to waterborne cargoes and an extensive distribution network of pipelines, barges and tankers, truck and rail. The Delaware City refinery is a fully integrated operation that receives crude via rail at its crude unloading facilities owned by PBFX, or via ship or barge at itsthe docks owned by the Delaware City refinery located on the Delaware River. The crude and other feedstocks are stored in an extensive tank farm prior to processing. In addition, there is a 15-lane, 76,000 bpd capacity truck loading rack (the “DCR Truck Rack”) located adjacent to the refinery and a 23-mile interstate pipeline (the “DCR Products Pipeline”) that are used to distribute clean products, whichproducts. The DCR Products Pipeline and DCR Truck Rack were sold to PBFX and PBFX owns additional assets that support the Delaware City refinery. The Paulsboro refinery is located on approximately 950-acres on the Delaware River in conjunction withPaulsboro, New Jersey, near Philadelphia and approximately 30 miles away from Delaware City. Paulsboro receives crude and feedstocks via its acquisition ofmarine terminal on the DCR Products Pipeline and Truck Rack (as defined in “Note 10 - Related Party Transactions” of our Notes to Consolidated Financial Statements) in May 2015.Delaware River.
As a result of its configuration and process units, Delaware City has the capability of processing a slate of heavy crudes with a high concentration of high sulfur crudes, as well as other high sulfur feedstock when economically viable, and is one of the largest and most complex refineries on the East Coast. The Delaware City refinery is one of two heavy crude cokingprocessing refineries, the other being our Paulsboro refinery, on the East Coast of the United States withStates. The Delaware City coking capacity is equal to approximately 25% of crude capacity.
The Delaware City refinery primarily processes a variety of medium to heavy, sour crude oils, but can run light, sweet crude oils as well. The refinery has large conversion capacity with its 82,000 bpd fluid catalytic crackingFCC unit, (“FCC unit”), 47,00054,500 bpd fluid coking unit and 18,00024,000 bpd hydrocracking unit with vacuum distillation.unit.
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The following table approximates the Delaware City refinery’sEast Coast Refining System’s current major process unit capacities. Unit capacities are shown in barrels per stream day.
| Delaware City Refinery Units | Nameplate Capacity | |||||
| Crude Distillation Unit | ||||||
| Vacuum Distillation Unit | ||||||
| Fluid Catalytic Cracking Unit | 82,000 | |||||
| Hydrotreating Units | ||||||
| Hydrocracking Unit | ||||||
| Catalytic Reforming Unit | 43,000 | |||||
| Benzene / Toluene Extraction Unit | 15,000 | |||||
| Butane Isomerization Unit | 6,000 | |||||
| Alkylation Unit | ||||||
| Polymerization Unit | 16,000 | |||||
| Fluid Coking Unit | ||||||
| Paulsboro Refinery Units | Nameplate Capacity | |||||||
Crude Distillation Units (1) | 105,000 | |||||||
Vacuum Distillation Units (1) | 50,000 | |||||||
Fluid Catalytic Cracking Unit (1) | Idled | |||||||
Hydrotreating Units (1) | 61,000 | |||||||
Catalytic Reforming Unit (1) | Idled | |||||||
Alkylation Unit (1) | Idled | |||||||
| Lube Oil Processing Unit | 12,000 | |||||||
Delayed Coking Unit (1) | Idled | |||||||
| Propane Deasphalting Unit | 11,000 | |||||||
(1)Current nameplate capacity was fully or partially reduced to reflect the idled units as part of the East Coast Refining Reconfiguration.
Feedstocks and Supply Arrangements. We source our crude oil needs for Delaware City primarily through short-term and spot market agreements. We have a contract with Saudi Aramco pursuant to which we have purchased up to approximately 100,000 bpd of crude oil from Saudi Aramco that is processed at the Paulsboro refinery. The crude purchased under this contract is priced off the ASCI.
Refined Product Yield and Distribution. The Delaware City refinery predominantly produces gasoline, jet fuel, ULSD and ultra-low sulfur heating oil as well as certain other products. Products produced at the Delaware City refinery are transferred to customers through pipelines, barges or at its truck rack. We market and sell all of our refined products independently to a variety of customers on the spot market or through term agreements. The Paulsboro refinery predominantly manufactures Group I base oils or lubricants and asphalt and jet fuel. Products produced at the Paulsboro refinery are transferred to customers primarily through pipelines, barges, or at its truck rack. We market and sell all of our refined products independently to a variety of customers on the spot market or through term agreements.
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Inventory Intermediation Agreement. On June 26, 2013,October 25, 2021, we entered into an Inventory Intermediation Agreement (the “Inventory Intermediation Agreement”)a third amended and restated inventory intermediation agreement with J. Aron, & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”(the “Third Inventory Intermediation Agreement”), to support the operations of the Delaware City, refinery, which commenced uponPaulsboro and Chalmette refineries (collectively, the termination of the previous product offtake agreement. Pursuant to such“PBF Entities”). The Third Inventory Intermediation Agreement J. Aron purchases the Products (as defined in “Item 1A - Risk Factors”) produced and delivered into the refinery’s storage tanksexpires on a daily basis. J. Aron further agrees to sell to us on a daily basis the Products delivered out of the refinery’s storage tanks. On certain dates subsequent to the inception of the Inventory Intermediation Agreement, we and our subsidiary, DCR, entered into amendments to the amended and restated inventory intermediation agreement (as amended, the “Amended Delaware Intermediation Agreement”) with J. Aron pursuant to which certain terms of the Inventory Intermediation Agreement were amended, including, among other things, pricing and an extension of the term. The most recent of these amendments was executed on September 8, 2017 which extended the term to July 1, 2019,December 31, 2024, which term may be further extended by mutual consent of the parties to July 1, 2020.December 31, 2025.
Pursuant to the Third Inventory Intermediation Agreement, J. Aron purchases and holds title to certain inventory, including crude oil, intermediate and certain finished products (the “J. Aron Products”), purchased or produced by the Paulsboro and Delaware City refineries (and, at the election of the PBF Entities, the Chalmette refinery) (the "Refineries") and delivered into our storage tanks at the Refineries (the “Storage Tanks”). The J. Aron Products are sold back to us as the J. Aron Products are discharged out of our Storage Tanks. At expiration or termination of the Third Inventory Intermediation Agreement, we will have to repurchase the inventories outstanding under the Amended DelawareThird Inventory Intermediation Agreement at that time.
Tankage Capacity. The Delaware City refinery has total storage capacity of approximately 10.0 million barrels. Of the total, approximately 3.6 million barrels of storage capacity are dedicated to crude oil and other feedstock storage with the remaining 6.4 million barrels allocated to finished products, intermediates and other products. The Paulsboro refinery has total storage capacity of approximately 7.5 million barrels. Of the total, approximately 2.1 million barrels are dedicated to crude oil storage with the remaining 5.4 million barrels allocated to finished products, intermediates and other products.
Energy and Other Utilities. Under normal operating conditions, the Delaware City refinery consumes approximately 65,00075,000 MMBTU per day of natural gas supplied via pipeline from third parties. The Delaware City refinery has a 280 MW power plant located on site that consists of two natural gas-fueled turbines with combined capacity of approximately 140 MW and four turbo generators with combined nameplate capacity of approximately 140 MW. Collectively, this power plant produces electricity in excess of Delaware City’s refinery load of approximately 90 MW. Excess electricity is sold into the Pennsylvania-New Jersey-Maryland, or PJM, grid. Steam is primarily produced by a combination of three dedicated boilers, two heat recovery steam generators on the gas turbines, and is supplemented by secondary boilers at the FCC and Coker. Hydrogen is currently provided via the refinery’s steam methane reformer and continuous catalytic reformer. During 2018, we signed an agreement with a third-party for the construction and subsequent lease of a new 25 million cubic feet per day hydrogen facility (the “Hydrogen Facility”) which is expected to be completed in the first quarter of 2020. Upon completion, the Hydrogen Facility will provide us with additional complex crude processing capabilities.
Toledo Refinery
Overview. The Toledo refinery primarily processes a slate of light, sweet crudes from Canada, the Mid-Continent, the Bakken region and the U.S. Gulf Coast. The Toledo refinery is located on a 282-acre site near Toledo, Ohio, approximately 60 miles from Detroit. Crude is delivered to the Toledo refinery through three primary pipelines: (1) Enbridge from the north, (2) CaplinePatoka from the southwest and (3) Mid-Valley from the south. Crude is also delivered to a nearby terminal by rail and from local sources by truck to a truck unloading facility within the refinery.
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The following table approximates the Toledo refinery’s current major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | |||||
| Crude Distillation Unit | ||||||
| Fluid Catalytic Cracking Unit | ||||||
| Hydrotreating Units | 95,000 | |||||
| Hydrocracking Unit | ||||||
| Catalytic Reforming Units | ||||||
| Alkylation Unit | ||||||
| Polymerization Unit | 7,000 | |||||
| UDEX Unit | 16,300 | |||||
Feedstocks and Supply Arrangements. We source our crude oil needs for the Toledo refinery primarily through short-term and spot market agreements.
Refined Product Yield and Distribution. The Toledo refinery produces finished products, including gasoline, jet and ULSD, in addition to a variety of high-value petrochemicals including benzene, toluene, xylene, nonene and tetramer. The Toledo refinery is connected, via pipelines, to an extensive distribution network throughout Ohio, Illinois, Indiana, Kentucky, Michigan, Pennsylvania and West Virginia. The finished products are transported on pipelines owned by Sunoco Logistics Partners L.P. and Buckeye Partners.Partners L.P. In addition, we have proprietary connections to a variety of smaller pipelines and spurs that help us optimize our clean products distribution. A significant portion of Toledo’sthe Toledo refinery’s gasoline and ULSD are distributed through the approximately 36various terminals in this network.
We have an agreement with Sunoco whereby Sunoco purchases gasoline and distillate products representing approximately one-third of the Toledo refinery’s gasoline and distillates production. The agreement had an initial three-year term,initially was scheduled to expire in March 2022 but has been extended and now expires in April 2022, subject to certain early termination rights. In March 2017, the agreement was renewed and extended for a two-year term. We are currently in the process of negotiating aactive negotiations with Sunoco on renewal of this agreement.contract. We sell the bulk of the petrochemicals produced at the Toledo refinery through short-term contracts or on the spot market and the majority of the petrochemical distribution is done via rail.
Tankage Capacity. The Toledo refinery has total storage capacity of approximately 4.5 million barrels. The Toledo refinery receives its crude through pipeline connections and a truck rack. Of the total, approximately 1.3 million barrels are dedicated to crude oil storage with the remaining 3.2 million barrels allocated to intermediates and products. A portion of storage capacity dedicated to crude oil and finished products was sold to PBFX in conjunction with its acquisition of the Toledo Storage Facility (as defined in “Note 10 - Related Party Transactions” of our Notes to Consolidated Financial Statements) in December 2014.
Energy and Other Utilities. Under normal operating conditions, the Toledo refinery consumes approximately 20,00025,000 MMBTU per day of natural gas supplied via pipeline from third parties. The Toledo refinery purchases its electricity from the PJM grid and has a long-term contract to purchase hydrogen and steam from a local third-party supplier. In addition to the third-party steam supplier, the Toledo refinery consumes a portion of the steam that is generated by its various process units.
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Chalmette Refinery
Overview. The Chalmette refinery is located on a 400-acre site near New Orleans, Louisiana. It is a dual-train coking refinery and is capable of processing both light and heavy crude oil through its 189,000185,000 bpd crude units and downstream units. Chalmette Refining owns 100% of the MOEM Pipeline, providing access to the Empire Terminal, as well as the CAM Connection Pipeline, providing access to the Louisiana Offshore Oil Port facility through a third-party pipeline. Chalmette Refining also owns 80% of each of the Collins Pipeline Company (“Collins”) and T&M Terminal Company (“T&M”), both located in Collins, Mississippi, which provide a clean products outlet for the refinery to the Plantation and Colonial Pipelines. In addition, there is also a marine terminal capable of importing waterborne feedstocks and loading or unloading finished products;products. There is also a clean products truck rack whichthat provides access to local markets;markets and a crude and product storage facility.that are owned by PBFX.
The following table approximates the Chalmette refinery’s current major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | |||||
| Crude Distillation | ||||||
| Vacuum Distillation Unit | 114,000 | |||||
| Fluid Catalytic Cracking Unit | ||||||
| Hydrotreating Units | ||||||
| Delayed | ||||||
| Catalytic Reforming Unit | ||||||
| Alkylation Unit | ||||||
| Aromatics Extraction Unit | 17,000 | |||||
Feedstocks and Supply Arrangements. We source our crude oil and feedstock needs for the Chalmette refinery through connections to the CAM Pipeline and MOEM pipelinesPipeline, as well as our marine terminal. On November 1, 2015, we entered into a market-based crude supply agreement with Petróleos de Venezuela S.A. (“PDVSA”) that has a ten-year term with a renewal option for an additional five years, subject to certain early termination rights. The pricing for the crude supply isterminal, and through short-term and spot market based and is agreed upon on a quarterly basis by both parties. We have not sourced crude oil under this agreement since the third quarter of 2017 as PDVSA has suspended deliveries due to the parties’ inability to agree to mutually acceptable payment terms.agreements.
Refined Product Yield and Distribution. The Chalmette refinery predominantly produces gasoline and diesel fuels and also manufactures high-value petrochemicals including benzene and xylene. Products produced at the Chalmette refinery are transferred to customers through pipelines, the marine terminal and truck rack. The majority of our clean products are delivered to customers via pipelines. Our ownership of the Collins Pipelinepipeline and T&M Terminalterminal provides the Chalmette refinery with strategic access to Southeast and East Coast markets through third-party logistics.
Inventory Intermediation Agreement. At the election of the PBF Entities, certain inventory at the Chalmette refinery may be held by J. Aron pursuant to the Third Inventory Intermediation Agreement. Refer to East Coast Refining System (Delaware City refinery and Paulsboro refinery), above, for further details.
Tankage Capacity. The Chalmette refinery has a total tankage capacity of approximately 8.1 million barrels. Of this total, approximately 2.6 million barrels are allocated to crude oil storage with the remaining 5.5 million barrels allocated to intermediates and products.
Energy and Other Utilities. Under normal operating conditions, the Chalmette refinery consumes approximately 30,00025,000 MMBTU per day of natural gas supplied via pipeline from third parties. The Chalmette refinery purchases its electricity from a local utility and has a long-term contract to purchase hydrogen and steam from a third-party suppliers.supplier.
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Torrance Refinery
Overview. The Torrance refinery is located on 750 acres750-acres in Torrance, California. It is a high-conversion crude, delayed-coking refinery. It isrefinery capable of processing both heavy and medium crude oiloils through its crude unit and downstream units. In addition to refining assets, the Torrance Acquisitionrefinery acquisition included a number of high-quality logistics assets including a sophisticated network of crude and products pipelines, product distribution terminals and refinery crude and product storage facilities. The most significant logistics asset is a crude gathering and transportation system which delivers San Joaquin Valley crude oiloils directly from the field to the refinery.refinery, which is now owned by PBFX. Additionally, included in the transactionthere are several pipelines whichserving the refinery that provide access to sources of waterborne crude oiloils including the Ports of Long Beach and Los Angeles, as well as clean product outlets with a direct pipeline that supplies jet fuel to the Los Angeles airport.airport that are held by affiliates of the refinery.
The following table approximates the Torrance refinery’s current major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | |||||
| Crude Distillation Unit | ||||||
| Vacuum Distillation Unit | 102,000 | |||||
| Fluid Catalytic Cracking Unit | ||||||
| Hydrotreating Units | ||||||
| Hydrocracking Unit | ||||||
| Alkylation Unit | ||||||
| Delayed | ||||||
Feedstocks and Supply Arrangements. The Torrance refinery primarily processes a variety of medium and heavy crude oils. In connection with the closing of the Torrance Acquisition, we entered intoWe have a crude supply agreement with ExxonMobil for approximately 60,000 bpd of crude oil that can be processed at our Torrance refinery. This crude supply agreement has a five-year term with an automatic renewal feature, unless either party gives thirty-six months prior written termination notice. Additionally, we obtain crude and feedstocks from other sources through connections to third-party pipelines as well as ship docks and truck racks.
Refined Product Yield and Distribution. The Torrance refinery predominantly produces gasoline, jet fuel and diesel fuels. Products produced at the Torrance refinery are transferred to customers through pipelines, the marine terminal and truck rack. The majority of clean products are delivered to customers via pipelines. Concurrently with the acquisition of the refinery on July 1, 2016, we entered into an offtake agreement with ExxonMobil pursuant to which ExxonMobil purchases up to 50% of our gasoline production. This offtake agreement had an initial term of three years and was scheduled to automatically renew for another three-year term unless either party provided six-months written notice of its intent to terminate the agreement. This contract has been terminated and will not be renewed upon expiration on July 1, 2019. On a prospective basis, we willWe currently market and sell all of our refined products independently to a variety of customers either on the spot market or through term agreements.
Tankage Capacity. The Torrance refinery has a total tankage capacity of approximately 8.6 million barrels. Of this total, approximately 2.1 million barrels are allocated to crude oil storage with the remaining 6.5 million barrels allocated to intermediates and products.
Energy and Other Utilities. Under normal operating conditions, the Torrance refinery consumes approximately 45,00047,000 MMBTU per day of natural gas supplied via pipeline from third parties. The Torrance refinery generates some power internally using a combination of steam and gas turbines and purchases any additional needed power from the local utility. The Torrance refinery has a long-term contract to purchase hydrogen from a third-party supplier.
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Martinez Refinery
Overview. The Martinez refinery is located on an 860-acre site in the City of Martinez, 30 miles northeast of San Francisco, California. The refinery is a high-conversion, dual-coking facility with a Nelson Complexity Index of 16.1, making it one of the most complex refineries in the United States. The facility is strategically positioned in Northern California and provides for operating and commercial synergies with the Torrance refinery located in Southern California. In addition to refining assets, the Martinez refinery includes a number of high-quality onsite logistics assets including a deep-water marine facility, product distribution terminals and refinery crude and product storage facilities with approximately 8.8 million barrels of shell capacity.
The following table approximates the Martinez refinery’s current major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | |||||||
| Crude Distillation Unit | 157,000 | |||||||
| Vacuum Distillation Unit | 102,000 | |||||||
| Fluid Catalytic Cracking Unit | 72,000 | |||||||
| Hydrotreating Units | 268,000 | |||||||
| Hydrocracking Unit | 42,900 | |||||||
| Alkylation Unit | 12,500 | |||||||
| Delayed Coking Unit | 25,500 | |||||||
| Flexi Coking Unit | 22,500 | |||||||
| Isomerization Unit | 15,000 | |||||||
Feedstocks and Supply Arrangements. We have entered into various five-year crude supply agreements with Shell Oil Products for approximately 150,000 bpd, in the aggregate, to support our West Coast and Mid-Continent refinery operations. Additionally, we obtain crude and feedstocks from other sources through connections to third-party pipelines as well as ship docks.
Refined Product Yield and Distribution. We entered into certain offtake agreements for our West Coast system with Shell Oil Products for clean products with varying terms up to 15 years. We currently market and sell all of our refined products independently to a variety of customers either on the spot market or through term agreements.
Tankage Capacity. Martinez has a total tankage capacity of approximately 8.8 million barrels. Of this total, approximately 2.5 million barrels are allocated to crude oil storage with the remaining 6.3 million barrels allocated to intermediates and products.
Energy and Other Utilities. Under normal operating conditions, the Martinez refinery consumes approximately 80,000 MMBTU per day of natural gas (including natural gas consumed in hydrogen production) supplied via pipeline from third parties. The Martinez refinery generates some power internally using a combination of steam and gas turbines and purchases any additional needed power from the local utility. The Martinez refinery has a long-term contract to purchase hydrogen from a third-party supplier.
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Agreements with PBFX
Beginning with the completion of the PBFX Offering, we have entered into a series of agreements with PBFX, including commercial and operational agreements. Each of these agreements and their impact to our operations is outlined below.
Contribution Agreements
Immediately prior to the closing of certain contribution agreements, which PBF LLC entered into with PBFX (as defined in the table below, and collectively referred to as the “Contribution Agreements”), we contributed certain assets to PBF LLC. PBF LLC in turn contributed those assets to PBFX pursuant to the Contribution Agreements. Certain proceeds received by PBF LLC from PBFX in accordance with the Contribution Agreements were subsequently contributed by PBF LLC to us. The Contribution Agreements include the following:
| Contribution Agreement | Effective Date | Assets Contributed | Total Consideration | ||||||||
| Contribution Agreement I | 5/8/2014 | DCR Rail Terminal and the Toledo Truck Terminal | 74,053 PBFX common units and 15,886,553 PBFX subordinated units | ||||||||
| Contribution Agreement II | 9/16/2014 | DCR West Rack | $135.0 million in cash and $15.0 million through the issuance of 589,536 PBFX common units | ||||||||
| Contribution Agreement III | 12/2/2014 | Toledo Storage Facility | $135.0 million in cash and $15.0 million through the issuance of 620,935 PBFX common units | ||||||||
| Contribution Agreement IV | 5/5/2015 | DCR Products Pipeline and DCR Truck Rack | $112.5 million in cash and $30.5 million through the issuance of 1,288,420 PBFX common units | ||||||||
| Contribution Agreement V | 8/31/2016 | Torrance Valley Pipeline (50% equity interest in TVPC) | $175.0 million in cash | ||||||||
| Contribution Agreement VI | 2/15/2017 | Paulsboro Natural Gas Pipeline | $11.6 million affiliate promissory note | ||||||||
| Contribution Agreements VII-X | 7/16/2018 | Development Assets | $31.6 million through the issuance of 1,494,134 PBFX common units | ||||||||
| Contribution Agreement XI | 4/24/2019 | Remaining 50% equity interest in TVPC | $200.0 million in cash | ||||||||
Commercial Agreements
PBFX currently derives the majority of its revenue from long-term, fee-based agreements with us, which generally include a minimum volume commitment (“MVC”), as applicable, and are supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. We believe the terms and conditions under these agreements, as well as the Omnibus Agreement and the Services Agreement (each as defined below), each with PBFX, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services.
Refer to “Note 11 - Related Party Transactions” of our Notes to Consolidated Financial Statements for further discussion regarding the commercial agreements with PBFX.
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Omnibus Agreement
In addition to the commercial agreements described above, PBFX entered into an omnibus agreement, which has been amended and restated in connection with the closing of certain of the Contribution Agreements with PBF GP, PBF LLC and us (as amended, the “Omnibus Agreement”). The Omnibus Agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees.
The annual fee under the Omnibus Agreement for the year ended December 31, 2021 was $7.3 million, inclusive of obligations under the Omnibus Agreement to reimburse us for certain compensation and benefit costs of employees who devoted more than 50% of their time to PBFX during the year ended December 31, 2021. We currently estimate to receive $8.3 million, inclusive of estimated obligations under the Omnibus Agreement as a reimbursement for certain compensation and benefit costs of employees who devote more than 50% of their time to PBFX for the year ending December 31, 2022.
Services Agreement
Additionally, PBFX entered into an operation and management services and secondment agreement with us and certain of our subsidiaries (as amended, the “Services Agreement”), pursuant to which we provide PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements. PBFX reimburses us for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air. For the year ended December 31, 2021, PBFX paid us an annual fee of $8.7 million pursuant to the Services Agreement and we currently estimate to receive the same annual reimbursement pursuant to the Services Agreement for the year ending December 31, 2022.
On February 13, 2019, we amended the existing Amended and Restated Delaware City Rail Terminaling Services Agreement, by and between Delaware City Terminaling Company LLC (“DCTC”) and us (as amended effective January 1, 2019, the “Amended and Restated Delaware City Rail Terminaling Services Agreement”) for the inclusion of services through certain rail infrastructure (the “East Coast Rail Assets”) at the assets acquired in connection with the PBFX acquisition of CPI Operations LLC (the “East Coast Storage Assets”). We also entered into a new Terminaling Services Agreement, by and between DCTC and us, with a four-year term starting on January 1, 2022, subsequent to the expiration of the Amended and Restated Delaware City Rail Terminaling Services Agreement, related to the DCR Rail Facilities and the East Coast Rail Assets, which reduced the MVC to 95,000 bpd and includes additional services to be provided by PBFX as operator of facilities owned by our subsidiaries.
The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service on 30-days’ notice.
Refer to “Note 11 - Related Party Transactions” of our competitors that have accessNotes to proprietary controlled sources of crude oil production availableConsolidated Financial Statements for use at their own refineries, we obtain all of our crude oil and substantially all other feedstocks from unaffiliated sources. The availability and cost of crude oil and feedstock are affected by global supply and demand. We have no crude oil reserves and are not engaged infurther discussion regarding the exploration or production of crude oil. We believe, however, that we will be able to obtain adequate crude oil and other feedstocks at generally competitive prices for the foreseeable future.commercial agreements with PBFX.
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Omnibus Agreement
In addition to the reduction in sulfur content of marine fuels to a maximum of 0.5% effective January 1, 2020. Due to our relative refinery complexity and ample coking capacity, we anticipate being able to favorably capture the benefit from potential product margin uplift associated with an increase in demand for low sulfur fuel or a widening of the discount on high-sulfur feedstocks as a result of the new IMO regulations.
The annual fee under the Omnibus Agreement for the year ended December 31, 2021 was $7.3 million, inclusive of obligations under the Omnibus Agreement to us. The Contribution Agreements include the following:
On February 13, 2019, we amended the existing Amended and outstanding limited liability company interests of: ToledoRestated Delaware City Rail Logistics Company LLC (“TRLC”), whose assets consist of a loadingTerminaling Services Agreement, by and unloading rail facility located at the Toledo refinery (the “Toledo Rail Products Facility”); Chalmette Logistics Company LLC (“CLC”), whose assets consist of a truck loading rack facility (the “Chalmette Truck Rack”) and a rail yard facility (the “Chalmette Rosin Yard”), both of which are located at the Chalmette refinery; Paulsborobetween Delaware City Terminaling Company LLC (“PTC”DCTC”), whose assets consist and us (as amended effective January 1, 2019, the “Amended and Restated Delaware City Rail Terminaling Services Agreement”) for the inclusion of a lube oil terminal facility locatedservices through certain rail infrastructure (the “East Coast Rail Assets”) at the Paulsboro refinery (the “Paulsboro Lube Oil Terminal”); and DCR Storage and Loading Company LLC (“DSLC”), whose assets consist of an ethanol storage facility located at the Delaware City refinery (the “Delaware Ethanol Storage Facility” and collectively with the Toledo Rail Products Facility, the Chalmette Truck Rack, the Chalmette Rosin Yard, and the Paulsboro Lube Oil Terminal, the “Development Assets”) to PBF LLC. PBFX Op Co, in turn acquired the limited liability company interests in the Development Assets from PBF LLC in connection with the DevelopmentPBFX acquisition of CPI Operations LLC (the “East Coast Storage Assets”). We also entered into a new Terminaling Services Agreement, by and between DCTC and us, with a four-year term starting on January 1, 2022, subsequent to the expiration of the Amended and Restated Delaware City Rail Terminaling Services Agreement, related to the DCR Rail Facilities and the East Coast Rail Assets, Contribution Agreements effective July 31, 2018.which reduced the MVC to 95,000 bpd and includes additional services to be provided by PBFX as operator of facilities owned by our subsidiaries.
The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service on 30-days’ notice.
Commercial Agreements
PBFX currently derives the majority of its revenue from long-term, fee-based commercial agreements with us, the majority of which generally include a minimum volume commitment (“MVC”), as applicable, and are supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. We believe the terms and conditions under these agreements, as well as the Omnibus Agreement (as defined below) and the Services Agreement (as(each as defined below), each with PBFX, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services.
Refer to “Note 1011 - Related Party Transactions” of our Notes to Consolidated Financial Statements for further discussion regarding the commercial agreements with PBFX.
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Omnibus Agreement
In addition to the commercial agreements described above, at the closing of the PBFX Offering, PBFX entered into an omnibus agreement, which has been amended and restated in connection with the closing of eachcertain of the Contribution Agreements with PBF GP, PBF LLC and us.us (as amended, the “Omnibus Agreement”). The omnibus agreementOmnibus Agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees. On July 31, 2018, we entered into
The annual fee under the Fifth Amended and Restated Omnibus Agreement (as amended,for the “Omnibus Agreement”) in connection withyear ended December 31, 2021 was $7.3 million, inclusive of obligations under the Development Assets Contribution Agreements, resulting in an increaseOmnibus Agreement to reimburse us for certain compensation and benefit costs of employees who devoted more than 50% of their time to PBFX during the year ended December 31, 2021. We currently estimate to receive $8.3 million, inclusive of estimated annual feeobligations under the Omnibus Agreement as a reimbursement for certain compensation and benefit costs of employees who devote more than 50% of their time to $7.0 million.PBFX for the year ending December 31, 2022.
Services Agreement
On July 31, 2018,February 13, 2019, we amended the existing Amended and Restated Delaware City Rail Terminaling Services Agreement, by and between Delaware City Terminaling Company LLC (“DCTC”) and us (as amended effective January 1, 2019, the “Amended and Restated Delaware City Rail Terminaling Services Agreement”) for the inclusion of services through certain rail infrastructure (the “East Coast Rail Assets”) at the assets acquired in connection with the Development Assets Contribution Agreements, wePBFX acquisition of CPI Operations LLC (the “East Coast Storage Assets”). We also entered into a new Terminaling Services Agreement, by and between DCTC and us, with a four-year term starting on January 1, 2022, subsequent to the Sixthexpiration of the Amended and Restated OperationDelaware City Rail Terminaling Services Agreement, related to the DCR Rail Facilities and Management Servicesthe East Coast Rail Assets, which reduced the MVC to 95,000 bpd and Secondment Agreement (as amended, the “Services Agreement”) withincludes additional services to be provided by PBFX resulting in an increaseas operator of the annual fee to $8.6 million. facilities owned by our subsidiaries.
The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service on 30-days’ notice.
Principal Products
Our refineries make various grades of gasoline, distillates (including diesel fuel, jet fuel, and ULSD) and other products from crude oil, other feedstocks, and blending components. We sell these products through our commercial accounts, and sales with major oil companies. For the years ended December 31, 2021, 2020 and 2019, gasoline and distillates accounted for 86.4%, 85.1% and 87.0% of our revenues, respectively.
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Customers
We sell a variety of refined products to a diverse customer base. The majority of our refined products are primarily sold through short-term contracts or on the spot market. In addition, we have product offtake arrangements for a portion of our clean products. For the years ended December 31, 2021 and December 31, 2020, only one customer, Shell plc (“Shell”), accounted for 10% or more of our revenues (approximately 15% and 13%, respectively). For the year ended December 31, 2019, no single customer accounted for 10% or more of our revenues. As of December 31, 2021 and December 31, 2020, only one customer, Shell, accounted for 10% or more of our total trade accounts receivable (approximately 26% and 17%, respectively).
Seasonality
Traditionally, demand for gasoline and diesel is generally higher during the summer months than during the winter months due to seasonal increases in highway traffic and construction work. Decreased demand during the winter months can lower gasoline and diesel prices. However, due to the COVID-19 pandemic and related governmental responses, the effects of seasonality on our operating results have been less impactful in 2021 and 2020.
Competition
The refining business is very competitive. We compete directly with various other refining companies on the East, Gulf and West Coasts and in the Mid-Continent, with integrated oil companies, with foreign refiners that import products into the United States and with producers and marketers in other industries supplying alternative forms of energy and fuels to satisfy the requirements of industrial, commercial and individual consumers. Some of our competitors have expanded the capacity of their refineries and internationally new refineries are coming on line which could also affect our competitive position.
Profitability in the refining industry depends largely on refined product margins, which can fluctuate significantly, as well as crude oil prices and differentials between the prices of different grades of crude oil, operating efficiency and reliability, product mix and costs of product distribution and transportation. Certain of our competitors that have larger and more complex refineries may be able to realize lower per-barrel costs or higher margins per barrel of throughput. Several of our principal competitors are integrated national or international oil companies that are larger and have substantially greater resources. Because of their integrated operations and larger capitalization, these companies may be more flexible in responding to volatile industry or market conditions, such as shortages of feedstocks or intense price fluctuations. Refining margins are frequently impacted by sharp changes in crude oil costs, which may not be immediately reflected in product prices.
The refining industry is highly competitive with respect to feedstock supply. Unlike certain of our competitors that have access to proprietary controlled sources of crude oil production available for use at their own refineries, we obtain all of our crude oil and substantially all other feedstocks from unaffiliated sources. The availability and cost of crude oil and feedstock are affected by global supply and demand. We have no crude oil reserves and are not engaged in the exploration or production of crude oil. We believe, however, that we will be able to obtain adequate crude oil and other feedstocks at generally competitive prices for the foreseeable future.
Pursuant to its Renewable Fuel Standard, EPA has implemented mandates to blend renewable fuels into the petroleum fuels produced and sold in the United States. However, unlike certain of our competitors, we currently do not produce renewable fuels, and increasing the volume of renewable fuels that must be blended into our products displaces an increasing volume of our refineries’ product pool, potentially resulting in lower earnings and profitability. In addition, in order to meet certain of these and future EPA requirements, we may be required to continue to purchase RINs, which historically had, and we expect to have, fluctuating costs based on market conditions.
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Corporate Offices
We currently lease approximately 58,00063,000 square feet for our principal corporate offices in Parsippany, New Jersey. The lease for our principal corporate offices expires in 2022.2023. Functions performed in the Parsippany office include overall corporate management, refinery and HSEhealth, safety and environmental management, planning and strategy, corporate finance, commercial operations, logistics, contract administration, marketing, investor relations, governmental affairs, accounting, tax, treasury, information technology, legal and human resources support functions.
We lease approximately 4,0008,800 square feet for our regional corporate office in Long Beach, California. The lease for our Long Beach office expires in 2021.2026. Functions performed in the Long Beach office include overall regional corporate management, planning and strategy, commercial operations, logistics, contract administration, marketing and governmental affairs.
Employees and Human Capital
Safety
Our focus on safety is also evident in our response to the COVID-19 pandemic. We continue to utilize our COVID-19 response team to implement additional social distancing measures across the workplace, enhance personal protective equipment and sanitize our facilities. With the guidance of our COVID-19 response team, we were able to safely return our workforce to their primary locations, and we will continue to rely on our COVID-19 response team and assess the evolution of the COVID-19 pandemic as we evaluate and implement further measures to keep our employees safe.
We are subject to the requirements of OSHA and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA Hazard Communication Standard requires that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and citizens. We believe that our operations are in compliance with OSHA requirements, including general industry standards, record keeping requirements and monitoring of occupational exposure to regulated substances.
Development and Retention
The development, attraction and retention of employees is a critical success factor for our Company. To support the advancement of our employees, we offer rigorous training and development programs and encourage the sharing of expertise across our sites. We actively promote inclusion and diversity in our workforce at each of our locations and provide our employees with opportunities to give back through engagement in our local communities through supportive educational programs, philanthropic and volunteer activities.
We believe that a combination of competitive compensation and career growth and development opportunities help increase employee morale and reduce voluntary turnover. Our comprehensive benefit packages are competitive in the marketplace and we believe in recognizing and rewarding talent through our various cash and equity compensation programs.
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Headcount
As of December 31, 2018,2021, we had approximately 3,1843,329 employees, of which 1,5961,801 are covered by collective bargaining agreements. Our hourly employees are covered by collective bargaining agreements through the United Steel Workers (“USW”), the Independent Oil Workers (“IOW”) and the International Brotherhood of Electrical Workers (“IBEW”). We consider our relations with the represented employees to be satisfactory.
| Location | Number of employees | Employees covered by collective bargaining agreements | Collective bargaining agreements | Expiration date | |||||||||||||||||||||||||
| Headquarters | 374 | — | N/A | N/A | |||||||||||||||||||||||||
| Delaware City refinery | 520 | 363 | USW | January 2022 | * | ||||||||||||||||||||||||
| Paulsboro refinery | 225 | 141 | IOW | March 2022 | |||||||||||||||||||||||||
| Toledo refinery | 476 | 298 6 | USW USW | February 2022 February 2022 | * * | ||||||||||||||||||||||||
| Chalmette refinery | 527 | 305 | USW | January 2022 | * | ||||||||||||||||||||||||
| Torrance refinery | 544 | 298 10 | USW IBEW | January 2022 January 2022 | * * | ||||||||||||||||||||||||
| Torrance logistics | 98 | 41 4 | USW USW | May 2024 January 2022 | * | ||||||||||||||||||||||||
| Martinez refinery | 565 | 312 23 | USW IBEW | February 2022 February 2022 | * * | ||||||||||||||||||||||||
| Total employees | 3,329 | 1,801 | |||||||||||||||||||||||||||
*These collective bargaining agreements have expired. Terms related to new collective bargaining agreements have been agreed to on local bargaining issues and have reached a settlement in principle on the National Oil Bargaining Program which sets contract term, wages, health care contributions and any other agreed upon issues and is subject to local union ratification prior to being executed. During this interim period, the terms of the expired agreements will remain in place under rolling 24-hour extensions until new agreements are finalized.
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| Location | Number of employees | Employees covered by collective bargaining agreements | Collective bargaining agreements | Expiration date | ||||
| Headquarters | 379 | — | N/A | N/A | ||||
| Delaware City refinery | 559 | 377 | USW | January 2022 | ||||
| Paulsboro refinery | 470 | 291 | IOW | March 2022 | ||||
| Toledo refinery | 528 | 331 | USW | February 2022 | ||||
| Chalmette refinery | 562 | 264 | USW | January 2022 | ||||
| Torrance refinery | 578 | 288 | USW, IBEW | January 2022 | ||||
| Torrance logistics | 108 | 45 | USW | January 2022 April 2021 | ||||
| Total employees | 3,184 | 1,596 | ||||||
Environmental, Health and Safety Matters
Our refineries, pipelines and related operations are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and the compositions of fuels. Compliance with existing and anticipated laws and regulations can increase the overall cost of operating the refineries, including remediation, operating costs and capital costs to construct, maintain and upgrade equipment and facilities. Permits are also required under these laws for the operation of our refineries, pipelines and related operations and these permits are subject to revocation, modification and renewal. Compliance with applicable environmental laws, regulations and permits will continue to have an impact on our operations, results of operations and capital requirements. We believe that our current operations are in substantial compliance with existing environmental laws, regulations and permits.
◦ Our results of the Delaware City assets, Valero Energy Corporation (“Valero”) remains responsible for certain pre-acquisition environmental obligations up to $20.0 million and the predecessor to Valero in ownership of the refinery retains other historical obligations.
◦ We may have capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate;
◦ We may incur significant liability under, or costs and capital expenditures to offsite facilities. On January 13, 2017, the issuance of the Ethanol Permit was appealed by twocomply with, environmental groups. On February 27, 2017, the Coastal Zone Industrial Board (the “Coastal Zone Board”) held a public hearing and dismissed the appeal, determining that the appellants did not have standing. The appellants filed an appeal of the Coastal Zone Board’s decision with the Delaware Superior Court (the “Superior Court”) on March 30, 2017. On January 19, 2018, the Superior Court rendered an Opinion regarding the decision of the Coastal Zone Board to dismiss the appeal of the Ethanol Permit for the ethanol project. The Judge determined that the record created by the Coastal Zone Board was insufficient for the Superior Court to make a decision,health and therefore remanded the case back to the Coastal Zone Board to address the deficiency in the record. Specifically, the Superior Court directed the Coastal Zone Board to address any evidence concerning whether the appellants’ claimed injuries would be affected by the increased quantity of ethanol shipments. On remand, the Coastal Zone Board met on January 28, 2019safety regulations, which are complex and reversed its previous decision on standing, ruling that the appellants have standing to appeal the issuance of the Ethanol Permit. DCR is currently evaluating its appeal options.change frequently;
◦ Regulation of emissions of greenhouse gases could force us to incur increased capital expenditures and operating costs that could have a material adverse effect on our results of operations orand financial condition;
◦ Environmental clean-up and remediation costs of our sites and environmental litigation could decrease our net cash flows, individually or in the aggregate.
◦ Our pipelines are subject to certain specific requirementsfederal and/or state regulations, which could reduce profitability and the amount of the Clean Air Act (the “CAA”)cash we generate;
◦ We could incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits and related state and local regulations. The CAA contains provisions that require capital expenditures for the installation of certain air pollution control devices at our refineries. Subsequent rule making authorized by the CAAauthorizations or similar laws or new agency interpretations of existing rules, may necessitate additional expenditures in future years.
◦We are required to comply with the Renewable Fuel Standard (“RFS”) implemented by EPA, which sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into motor fuels consumed in the United States. In July 2018, EPA issued proposed amendments to the RFS program regulations that would
•Item 8. “Financial Statements and if accepted by EPA will not be required to replace these RINsSupplementary Data”
◦ Note 8 - Accrued Expenses,
◦ Note 10 - Other Long-Term Liabilities and will not be subject to civil penalties under the program. It is reasonably possible that EPA will not accept our defense
◦ Note 12 - Commitments and may assess penalties in these matters but any such amount is not expected to have a material impact on our financial position, results of operations or cash flows.Contingencies
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Applicable Federal and biofuels) into our produced gasoline and diesel. These new requirements, other requirements of the CAA and other presently existing or future environmental regulations may cause us to make substantial capital expenditures as well as the purchase of credits at significant cost, to enable our refineries to produce products that meet applicable requirements.
As is the case with all companies engaged in industries similar to ours, we face potential exposure to future claims and lawsuits involving environmental and safety matters. These matters include soil and water contamination, air pollution, personal injury and property damage allegedly caused by substances which we manufactured, handled, used, released or disposed of.
Current and future environmental regulations are expected to require additional expenditures, including expenditures for investigation and remediation, which may be significant, at our refineries and at our other facilities. To the extent that future expenditures for these purposes are material and can be reasonably determined, these costs are disclosed and accrued.
Our operations are also subject to various laws and regulations relating to occupational health and safety. We maintain safety training and maintenance programs as part of our ongoing efforts to ensure compliance with applicable laws and regulations. Compliance with applicable health and safety laws and regulations has required and continues to require substantial expenditures.
We cannot predict what additional health, safety and environmental legislation or regulations will be enacted or become effective in the future or how existing or future laws or regulations will be administered or interpreted with respect to our operations. Compliance with more stringent laws or regulations or adverse changes in the interpretation of existing requirements or discovery of new information such as unknown contamination could have an adverse effect on the financial position and the results of our operations and could require substantial expenditures for the installation and operation of systems and equipment that we do not currently possess.
We incorporate by reference into this Item the federal and state regulatory requirements disclosures contained in the following sections of this report:
•Item 8. “Financial Statements and Supplementary Data”
◦ Note 12 - Commitments and Contingencies
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ITEM 1A. RISK FACTORS
Summary of Risk Factors
Operating in our industry involves a degree of risk. These risks are discussed more fully below and include, but are not limited to, the following, any of which could have a material adverse effect on our financial condition, results of operations and cash flows:
Risks Related to the COVID-19 Pandemic
•The COVID-19 pandemic and its effects on our liquidity, business, financial condition and results of operations;
•Decline in demand for our refined products;
•Worsening of market conditions related to the COVID-19 pandemic.
Risks Relating to Our Business and Industry
•The price volatility of crude oil, other feedstocks, blendstocks, refined products and fuel and utility services may have a material adverse effect on our revenues, profitability, cash flows and liquidity.services;
•Existence of these pipelines to transport crude oil or refined products is disrupted because of accidents, weather interruptions, governmental regulation, terrorism, other third-party action or casualty or other events.
•Volatility and uncertainty in the credit and capital markets. This may hinder or prevent us from meeting our future capital needs.markets;
•Any political instability, military strikes, sustained military campaigns, terrorist activity, or changes in foreign policy, could have a material adverse effector other catastrophic events;
•A cyber-attack on, our business, results of operations and financial condition.
•Competition from companies who have not been adversely impacted as much as we are dependent for our business operations could have a material adverse effect on our business, results of operations and financial condition.
•Delays or cost increases related to capital spending programs involving engineering, procurementprograms;
•Product liability and construction of new facilities (or improvementsoperational liability claims and repairs to our existing facilities and equipment, including turnarounds) could adversely affect our ability to achieve targeted internal rates of return and operating results. Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including:litigation;
•Acquisition or integration of new assets and any acquisitionsinto our business;
•Labor disruptions that we do consummate may not produce the anticipated benefits or may have adverse effects onwould interfere with our business and operating results. We may selectively consider strategic acquisitions in the future within the refining and mid-stream sector based on performance through the cycle, advantageous access to crude oil supplies, attractive refined products market fundamentals and access to distribution and logistics infrastructure. Our ability to do so will be dependent upon a numberoperations;
•Discontinuation of factors, including our ability to identify acceptable acquisition candidates, consummate acquisitions on acceptable terms, successfully integrate acquired assets and obtain financing to fund acquisitions and to support our growth and many other factors beyond our control. Risks associated with acquisitions include those relating to the diversionemployment of management time and attention from our existing business, liability for known or unknown environmental conditions or other contingent liabilities and greater than anticipated expenditures required for compliance with environmental, safety or other regulatory standards or for investments to improve operating results, and the incurrence of additional indebtedness to finance acquisitions or capital expenditures relating to acquired assets. We may also enter into transition services agreements in the future with sellers of any additional refineries we acquire. Such services may not be performed timely and effectively, and any significant disruption in such transition services or unanticipated costs related to such services could adversely affect our business and results of operations. In addition, it is likely that, when we acquire refineries, we will not have access to the type of historical financial information that we will require regarding the prior operation of the refineries. As a result, it may be difficult for investors to evaluate the probable impact of significant acquisitions on our financial performance until we have operated the acquired refineries for a substantial period of time.
•Our activity in our labor force may make it difficult for us to maintain labor productivity.
Risks Related to Our Indebtedness
•Our substantial levels of indebtedness;
•Our ability to secure necessary financing on acceptable terms;
•Changes in our credit ratings;
•Limitations on our operations arising out of restrictive covenants in our debt instruments;
•Anti-takeover provisions in our indentures.
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Risk Factors
You should carefully read the risks and uncertainties described below. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties may also impair our business operations. If any of the following risks actually occur, our business, financial condition, results of operations or cash flows would likely suffer.
Risks Related to the COVID-19 Pandemic
The outbreak of the COVID-19 pandemic significantly and adversely affected our liquidity, business, financial condition and results of operations starting in the first quarter of 2020. While we have seen the demand for our products return in 2021, there can be no assurance that our liquidity, business, financial condition and results of operations will revert to pre-COVID-19 pandemic levels going forward.
The outbreak of the COVID-19 pandemic starting in the first quarter of 2020, negatively impacted, and may continue to impact, worldwide economic and commercial activity and financial markets. The COVID-19 pandemic, and variants thereof, and the related governmental responses resulted in significant business and operational disruptions, including business and school closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces, inclusive of mandatory quarantine periods, and has resulted in significantly lower global demand for refined petroleum and petrochemical products. Although demand for these products started to recover throughout the year ended December 31, 2021 following the lifting or easing of certain restrictions and the distribution of COVID-19 vaccines, and other protective measures, there can be no assurance that future periods will not be negatively impacted by the continuing effect of the COVID-19 pandemic, including resurgences and variants of the virus.
In addition, the impact of the COVID-19 pandemic has created simultaneous shocks in oil supply and demand resulting in an economic challenge to our industry which has not occurred since our formation. It is impossible to estimate the duration or significance of the financial impact that will result from the COVID-19 pandemic. However, the extent of the impact of the COVID-19 pandemic on our business, financial condition, results of operations and liquidity will depend largely on future developments, including the duration and severity of the pandemic and variants thereof, particularly within the geographic areas where we operate, the effectiveness of vaccine programs, and the related impact on overall economic activity, all of which cannot be predicted with certainty at this time.
We continue to work with federal, state and local health authorities to respond to COVID-19 cases in the regions we operate and are taking or supporting measures to try to limit the spread of the virus and to mitigate the burden on the healthcare system. Many of these measures will continue to have an adverse impact on our business and financial results that we are not currently able to fully quantify. For example, we are carefully evaluating projects and non-essential work at our refineries. Based on market conditions, our refineries have been operating at reduced rates, while constantly monitoring and adjusting our production to correlate to increases in product demand. We lowered our capital program for 2021 and will continue to plan to do so in 2022 as compared to historic levels. We have planned a level of capital expenditures we believe will allow us to satisfy and comply with all required safety, environmental and planned regulatory capital commitments and other regulatory requirements, although there are no assurances that we will be able to continue to do so. Non-compliance with applicable environmental and safety requirements, including as a result of reduced staff due to an outbreak at one of our refineries, may impair our operations, may subject us to fines or penalties assessed by governmental authorities and/or may result in an environmental or safety incident. We may also be subject to liability as a result of claims against us by impacted workers or third parties.
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Demand for our refined products can significantly decline due to changes in global and regional economic conditions.
Business closings and layoffs in the markets we operate have adversely affected demand for our refined products. Deterioration of general economic conditions or weak demand levels could require additional actions on our part to lower our operating costs, including temporarily or permanently ceasing to operate units at our facilities, as experienced in 2020 in the case of the East Coast Refining Reconfiguration. There may be significant incremental costs associated with such actions. Further deterioration of global and regional economic conditions may harm our liquidity and ability to repay our outstanding debt.
The persistence or worsening or market conditions related to the COVID-19 pandemic may require us to raise additional capital to meet our obligations and operate our business.
Our borrowing base under PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”) could be reduced if market conditions deteriorate or crude prices decrease significantly. Our borrowing base availability under the Revolving Credit Facility was $3,400.0 million as of December 31, 2021. If current market conditions return to levels experienced during the height of the COVID-19 pandemic, or worsen, we may require additional capital to meet our obligations as well as to operate our business, and additional financing and/or assets sales may not be possible on favorable terms or at all. Potential economic factors resulting from the COVID-19 pandemic, which could lead to increasing unemployment rates, substantially reduced travel and reduced business and consumer spending, could also affect our business.
Risks Relating to Our Business and Industry
The price volatility of crude oil, other feedstocks, blendstocks, refined products and fuel and utility services may have a material adverse effect on our revenues, profitability, cash flows and liquidity.
Our profitability, cash flows and liquidity from operations depend primarily on the margin above operating expenses (including the cost of refinery feedstocks, such as crude oil, intermediate partially refined products, and natural gas liquids that are processed and blended into refined products) at which we are able to sell refined products. Refining is primarily a margin-based business and, to increase profitability, it is important to maximize the yields of high value finished products while minimizing the costs of feedstock and operating expenses. When the margin between refined product prices and crude oil and other feedstock costs contracts, as we experienced in 2020, our earnings, profitability and cash flows are negatively affected. Historically, refining margins have been volatile, and are likely to continue to be volatile, as a result of a variety of factors, including fluctuations in the prices of crude oil, other feedstocks, refined products and fuel and utility services. An increase or decrease in the price of crude oil will likely result in a similar increase or decrease in prices for refined products; however, there may be a time lag in the realization, or no such realization, of the similar increase or decrease in prices for refined products. The effect of changes in crude oil prices on our refining margins therefore depends in part on how quickly and how fully refined product prices adjust to reflect these changes.
The nature of our business has required us to maintain substantial crude oil, feedstock and refined product inventories. Although we reduced our crude oil, feedstock and refined product inventories in 2020 to strengthen our financial position in response to the COVID-19 pandemic, inventory has slowly returned to normalized levels in 2021. Because crude oil, feedstock and refined products are commodities, we have no control over the changing market value of these inventories. Our crude oil, feedstock and refined product inventories are valued at the lower of cost or market value under the last-in-first-out (“LIFO”) inventory valuation methodology. If the market value of our crude oil, feedstock and refined product inventory declines to an amount less than our LIFO cost, we would record a write-down of inventory and a non-cash impact to cost of products and other. For example, during the year ended December 31, 2020, we recorded an adjustment to value our inventories to the lower of cost or market which decreased income from operations and net income by $268.0 million and $196.7 million, respectively, reflecting the net change in the LCM inventory reserve from $401.6 million at December 31, 2019 to $669.6 million at December 31, 2020. At December 31, 2021, the
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replacement value of inventories exceeded the LIFO carrying value, therefore no LCM inventory reserve was recorded.
Prices of crude oil, other feedstocks, blendstocks, and refined products depend on numerous factors beyond our control, including the supply of and demand for crude oil, other feedstocks, gasoline, diesel, ethanol, asphalt and other refined products. Such supply and demand are affected by a variety of economic, market, environmental and political conditions.
Our direct operating expense structure also impacts our profitability. Our major direct operating expenses include employee and contract labor, maintenance and energy. Our predominant variable direct operating cost is energy, which is comprised primarily of fuel and other utility services. The volatility in costs of fuel, principally natural gas, and other utility services, principally electricity, used by our refineries and other operations affect our operating costs. Fuel and utility prices have been, and will continue to be, affected by factors outside our control, such as supply and demand for fuel and utility services in both local and regional markets. Natural gas prices have historically been volatile and, typically, electricity prices fluctuate with natural gas prices. Future increases in fuel and utility prices may have a negative effect on our refining margins, profitability and cash flows.
Our working capital, cash flows and liquidity can be significantly impacted by volatility in commodity prices and refined product demand.
Payment terms for our crude oil purchases are typically longer than those terms we extend to our customers for sales of refined products. Additionally, reductions in crude oil purchases tend to lag demand decreases for our refined products. As a result of this timing differential, the payables for our crude oil purchases are generally proportionally larger than the receivables for our refined product sales. As we are normally in a net payables position, a decrease in commodity prices generally results in a use of working capital. Given we process a significant volume of crude oil, the impact can materially affect our working capital, cash flows and liquidity.
Our profitability is affected by crude oil differentials and related factors, which fluctuate substantially.
A significant portion of our profitability is derived from the ability to purchase and process crude oil feedstocks that historically have been less expensive than benchmark crude oils, such as the heavy, sour crude oils processed at our Delaware City, Paulsboro, Chalmette, Torrance and Martinez refineries. For our Toledo refinery, aside from recent crude differential volatility, purchased crude prices have historically been slightly above the WTI benchmark, however, such crude slate typically results in favorable refinery production yield. For all locations, these crude oil differentials can vary significantly from quarter to quarter depending on overall economic conditions and trends and conditions within the markets for crude oil and refined products. Any change in these crude oil differentials may have an impact on our earnings. Our rail investment and strategy to acquire cost advantaged Mid-Continent and Canadian crude, which are priced based on WTI, could be adversely affected when the WTI/Dated Brent or related differentials narrow. A narrowing of the WTI/Dated Brent differential may result in our Toledo refinery losing a portion of its crude oil price advantage over certain of our competitors, which negatively impacts our profitability. In addition, efforts in Canada to control the imbalance between its production and capacity to export crude may continue to result in price volatility and the narrowing of the WTI/WCS differential, which is a proxy for the difference between light U.S. and heavy Canadian crude oil, and may reduce our refining margins and adversely affect our profitability and earnings. Divergent views have been expressed as to the expected magnitude of changes to these crude differentials in future periods. Any continued or further narrowing of these differentials could have a material adverse effect on our business and profitability.
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Additionally, governmental and regulatory actions, including continued resolutions by the Organization of the Petroleum Exporting Countries to restrict crude oil production levels and executive actions by the current U.S. presidential administration to restrict the advancement of certain energy infrastructure projects such as the Keystone XL pipeline or Enbridge’s Line 5 pipeline, may continue to impact crude oil prices and crude oil differentials. Any increase in crude oil prices or unfavorable movements in crude oil differentials due to such actions or changing regulatory environment may negatively impact our ability to acquire crude oil at economical prices and could have a material adverse effect on our business and profitability.
A significant interruption or casualty loss at any of our refineries and related assets could reduce our production, particularly if not fully covered by our insurance. Failure by one or more insurers to honor its coverage commitments for an insured event could materially and adversely affect our future cash flows, operating results and financial condition.
Our business currently consists of owning and operating six refineries and related assets. As a result, our operations could be subject to significant interruption if any of our refineries were to experience a major accident, be damaged by severe weather or other natural disaster, or otherwise be forced to shut down or curtail production due to unforeseen events, such as acts of God, nature, orders of governmental authorities, supply chain disruptions impacting our crude rail facilities or other logistics assets, power outages, acts of terrorism, fires, toxic emissions and maritime hazards. Any such shutdown or disruption would reduce the production from that refinery. There is also risk of mechanical failure and equipment shutdowns both in general and following unforeseen events. Further, in such situations, undamaged refinery processing units may be dependent on or interact with damaged sections of our refineries and, accordingly, are also subject to being shut down. In the event any of our refineries is forced to shut down for a significant period of time, it would have a material adverse effect on our earnings, our other results of operations and our financial condition as a whole.
As protection against these hazards, we maintain insurance coverage against some, but not all, such potential losses and liabilities, including claims against us by third parties relating to our operations and products. We may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies may increase substantially. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. For example, coverage for hurricane damage can be limited, and coverage for terrorism risks can include broad exclusions. If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our financial position.
Our insurance program includes a number of insurance carriers. Significant disruptions in financial markets could lead to a deterioration in the financial condition of many financial institutions, including insurance companies and, therefore, we may not be able to obtain the full amount of our insurance coverage for insured events. Even where we have insurance in place, there can be no assurance that the carriers will honor their obligations under the policies.
Our refineries are subject to interruptions of supply and distribution as a result of our reliance on pipelines and railroads for transportation of crude oil and refined products.
Our Toledo, Chalmette, Torrance and Martinez refineries receive a significant portion of their crude oil through our owned, as well as third party, pipelines. These pipelines include the Enbridge system, Capline and Mid-Valley pipelines for supplying crude to our Toledo refinery, the MOEM Pipeline (which is owned by PBFX) and CAM Pipeline for supplying crude to our Chalmette refinery and the San Joaquin Pipeline, San Pablo Bay Pipeline, San Ardo and Coastal Pipeline systems for supplying crude to our Torrance and Martinez refineries. Additionally, our Toledo, Chalmette, Torrance and Martinez refineries deliver a significant portion of the refined products through pipelines. These pipelines include pipelines such as the Sunoco Logistics Partners L.P. and Buckeye Partners L.P. pipelines at the Toledo refinery, the Collins pipeline (which is owned by PBFX) at our Chalmette refinery, the Jet Pipeline to the Los Angeles International Airport, the Product Pipeline to Vernon and the Product Pipeline to Atwood at our Torrance refinery and the KinderMorgan SFPP North Pipeline at our Martinez refinery. We could experience an interruption of supply or delivery, or an increased
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cost of receiving crude oil and delivering refined products to market, if the ability of these pipelines to transport crude oil or refined products is disrupted because of accidents, weather interruptions, governmental regulation, terrorism, other third-party action or casualty or other events.
The Delaware City rail unloading facilities and the East Coast Storage Assets allow our East Coast Refining System to source WTI-based crudes from Western Canada and the Mid-Continent, which may provide significant cost advantages versus traditional Brent-based international crudes in certain market environments. Any disruptions or restrictions to our supply of crude by rail due to problems with third-party logistics infrastructure or operations or as a result of increased regulations, could increase our crude costs and negatively impact our results of operations and cash flows.
In addition, due to the common carrier regulatory obligation applicable to interstate oil pipelines, capacity allocation among shippers can become contentious in the event demand is in excess of capacity. Therefore, nominations by new shippers or increased nominations by existing shippers may reduce the capacity available to us. Any prolonged interruption in the operation or curtailment of available capacity of the pipelines that we rely upon for transportation of crude oil and refined products could have a further material adverse effect on our business, financial condition, results of operations and cash flows.
Our results of operations continue to be impacted by significant costs to comply with renewable fuels mandates. The market prices for RINs have been volatile and may harm our profitability.
Pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007, EPA has issued the Renewable Fuel Standard, implementing mandates to blend renewable fuels into the petroleum fuels produced and sold in the United States. Under the Renewable Fuel Standard, the volume of renewable fuels that obligated refineries must blend into their finished petroleum fuels historically has increased on an annual basis. In addition, certain states have passed legislation that requires minimum biodiesel blending in finished distillates. On October 13, 2010, EPA raised the maximum amount of ethanol allowed under federal law from 10% to 15% for cars and light trucks manufactured since 2007. The maximum amount allowed under federal law currently remains at 10% ethanol for all other vehicles. Existing laws and regulations could change, and the minimum volumes of renewable fuels that must be blended with refined petroleum fuels may increase. Because we do not produce renewable fuels, increasing the volume of renewable fuels that must be blended into our products displaces an increasing volume of our refinery’s product pool, potentially resulting in lower earnings and profitability. In addition, in order to meet certain of these and future EPA requirements, we may be required to purchase RINs, which may have fluctuating costs based on market conditions. The price of RINS was significant in 2021 and could increase further in 2022. We incurred approximately $726.0 million in RINs costs during the year ended December 31, 2021 as compared to $326.4 million and $122.7 million during the years ended December 31, 2020 and 2019, respectively. The fluctuations in our RINs costs are due primarily to volatility in prices for ethanol-linked RINs and increases in our production of on-road transportation fuels since 2012. Our RINs purchase obligation is dependent on our actual shipment of on-road transportation fuels domestically and the amount of blending achieved which can cause variability in our profitability. EPA’s proposed volumes of renewable fuels that obligated refineries must blend into their final petroleum fuels are expected to be finalized by the end of the first quarter of 2022. As a result, we could also experience fluctuating compliance costs in the future if the volumes finalized by EPA differ from what has been proposed.
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We may have capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate.
If we cannot generate sufficient cash flows or otherwise secure sufficient liquidity to support our short-term and long-term capital requirements, we may not be able to meet our payment obligations or our future debt obligations, comply with certain deadlines related to environmental regulations and standards, or pursue our business strategies, including acquisitions, in which case our operations may not perform as we currently expect. We have substantial short-term capital needs and may have substantial long-term capital needs. Our short-term working capital needs are primarily related to financing certain of our crude oil and refined products inventory not covered by our various supply agreements and the Third Inventory Intermediation Agreement.
If we cannot adequately handle our crude oil and feedstock requirements or if we are required to obtain our crude oil supply at our other refineries without the benefit of the existing supply arrangements or the applicable counterparty defaults in its obligations, our crude oil pricing costs may increase as the number of days between when we pay for the crude oil and when the crude oil is delivered to us increases. Termination of our Third Inventory Intermediation Agreement with J. Aron, which is currently scheduled to expire in 2024, would require us to finance the J. Aron Products covered by the agreement, which financing may not be available at terms that are as favorable or at all. We are obligated to repurchase from J. Aron all volumes of the J. Aron Products upon expiration or earlier termination of this agreement, which may have a material adverse impact on our liquidity, working capital and financial condition. Further, if we are not able to market and sell our finished products to credit worthy customers, we may be subject to delays in the collection of our accounts receivable and exposure to additional credit risk. Such increased exposure could negatively impact our liquidity due to our increased working capital needs as a result of the increase in the amount of crude oil inventory and accounts receivable we would have to carry on our balance sheet. Our long-term needs for cash include those to repay our indebtedness and other contractual obligations, support ongoing capital expenditures for equipment maintenance and upgrades, including during turnarounds at our refineries, and to complete our routine and normally scheduled maintenance, regulatory and security expenditures.
In addition, from time to time, we are required to spend significant amounts for repairs when one or more processing units experiences temporary shutdowns. We continue to utilize significant capital to upgrade equipment, improve facilities, and reduce operational, safety and environmental risks. In connection with the Paulsboro, Torrance and Martinez acquisitions, we assumed certain significant environmental obligations, and we have assumed a portion of certain environmental liabilities that may arise in connection with the Martinez acquisition and may similarly do so in future acquisitions. We will likely incur substantial compliance costs in connection with new or changing environmental, health and safety regulations. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our liquidity and financial condition will affect our ability to satisfy any and all of these needs or obligations.
We may incur significant liability under, or costs and capital expenditures to comply with, environmental and health and safety regulations, which are complex and change frequently.
Our operations are subject to federal, state and local laws regulating, among other things, the use and/or handling of petroleum and other regulated materials, the emission and discharge of materials into the environment, waste management, and remediation of discharges of petroleum and petroleum products, characteristics and composition of gasoline and distillates and other matters otherwise relating to the protection of the environment and the health and safety of the surrounding community. Our operations are also subject to extensive laws and regulations relating to occupational health and safety.
We cannot predict what additional environmental, health and safety legislation or regulations may be adopted in the future, or how existing or future laws or regulations may be administered or interpreted with respect to our operations. Many of these laws and regulations have become increasingly stringent over time, and the cost of compliance with these requirements can be expected to increase over time. For example, on July 21, 2021, the board of Bay Area Air Quality Management District (“BAAQMD”) voted to adopt proposed amendments to “Regulation 6-5: Particulate Emissions from Refinery Fluidized Catalytic Cracking Units - 2021
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Amendment” (“Rule 6-5 Amendment”) requiring compliance with more stringent standards for particulate emissions from FCC units at refineries in the Bay Area by 2026. The regulation does not require that any specific technology be utilized to meet the new standards. The costs incurred by us to achieve the new emissions standards at our Martinez refinery within the required timeframe may be significant, and there can be no assurance that the measures we implement will achieve the required emissions reductions.
Certain environmental laws impose strict, and in certain circumstances, joint and several, liability for costs of investigation and cleanup of spills, discharges or releases on owners and operators of, as well as persons who arrange for treatment or disposal of regulated materials at, contaminated sites. Under these laws, we may incur liability or be required to pay penalties for past contamination, and third parties may assert claims against us for damages allegedly arising out of any past or future contamination. The potential penalties and clean-up costs for past or future spills, discharges or releases, the failure of prior owners of our facilities to complete their clean-up obligations, the liability to third parties for damage to their property, or the need to address newly-discovered information or conditions that may require a response could be significant, and the payment of these amounts could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Potential further laws and regulations related to climate change could have a material adverse impact on our operations and adversely affect our facilities.
Some scientists have concluded that increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods and other climatic events. We believe the issue of climate change will likely continue to receive scientific and political attention, with the potential for further laws and regulations that could materially adversely affect our ongoing operations.
In addition, as many of our facilities are located near coastal areas, rising sea levels may disrupt our ability to operate those facilities or transport crude oil and refined products. Extended periods of such disruption could have an adverse effect on our results of operation. We could also incur substantial costs to protect or repair these facilities.
Regulation of emissions of greenhouse gases could force us to incur increased capital expenditures and operating costs and could have a material adverse effect on our results of operations and financial condition.
Both houses of Congress have actively considered legislation to reduce emissions of GHGs, such as carbon dioxide and methane, including proposals to: (i) establish a cap and trade system, (ii) create a federal renewable energy or “clean” energy standard requiring electric utilities to provide a certain percentage of power from such sources, and (iii) create enhanced incentives for use of renewable energy and increased efficiency in energy supply and use. In addition, EPA is taking steps to regulate GHGs under the existing federal Clean Air Act. EPA has already adopted regulations limiting emissions of GHGs from motor vehicles, addressing the permitting of GHG emissions from stationary sources, and requiring the reporting of GHG emissions from specified large GHG emission sources, including refineries. These and similar regulations could require us to incur costs to monitor and report GHG emissions or reduce emissions of GHGs associated with our operations. In addition, various states, individually as well as in some cases on a regional basis, have taken steps to control GHG emissions, including adoption of GHG reporting requirements, cap and trade systems and renewable portfolio standards (such as AB 32). On September 23, 2020 the Governor of California issued an executive order effectively banning the sale of new gasoline-powered passenger cars and trucks by 2035 and requiring zero-emission medium to heavy duty vehicles by 2045 everywhere feasible. The executive order requires state agencies to build out sufficient electric vehicle charging infrastructure. It is not possible at this time to predict the ultimate form, timing or extent of federal or state regulation. In the event we do incur increased costs as a result of increased efforts to control GHG emissions, we may not be able to pass on any of these costs to our customers. Regulatory requirements also could adversely affect demand for the refined products that we produce. Any increased costs or reduced demand could materially and adversely affect our business and results of operations.
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Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as well as implement and manage new emission controls and programs put in place. For example, in September 2016, the state of California enacted Senate Bill 32 which further reduces greenhouse gas emissions targets to 40 percent below 1990 levels by 2030. Two regulations implemented to achieve these goals are Cap-and-Trade and the Low Carbon Fuel Standard (“LCFS”). In 2012, CARB implemented Cap-and-Trade. This program currently places a cap on GHGs and we are required to acquire a sufficient number of credits to cover emissions from our refineries and our in-state sales of gasoline and diesel. In 2009, CARB adopted the LCFS, which required a 10% reduction in the carbon intensity of gasoline and diesel by 2020. In 2018, CARB amended the LCFS to require a 20% reduction by 2030. Compliance is achieved through blending lower carbon intensity biofuels into gasoline and diesel or by purchasing credits. Compliance with each of these programs is facilitated through a market-based credit system. If sufficient credits are unavailable for purchase or we are unable to pass through costs to our customers, we have to pay a higher price for credits or if we are otherwise unable to meet our compliance obligations, our financial condition and results of operations could be adversely affected.
On September 23, 2020, the California Governor issued Executive Order N-79-20 (“N-79-20 Order”) intended to further reduce GHGs within the state. The N-79-20 Order sets a 2035 goal of no sale of internal combustion engines for passenger cars and pickup trucks within California, and a 2045 goal of no sale of internal combustion engine medium- and heavy-duty trucks, and off-road vehicles and equipment. However, the N-79-20 Order would still allow used internal combustion engine vehicles to be used and sold after these dates. The N-79-20 Order encourages zero emissions technologies such as electric vehicles, and accelerated deployment of affordable fueling and charging options. It is currently uncertain how the N-79-20 Order may be ultimately implemented by various California regulatory agencies. In the event we do incur increased costs as a result of increased efforts to control GHG emissions through future adopted regulatory requirements, we may not be able to pass these costs to our customers. These future regulatory requirements also could adversely affect demand for the refined products that we produce. Any increased costs or reduced demand could materially and adversely affect our business and results of operations.
Environmental clean-up and remediation costs of our sites and environmental litigation could decrease our net cash flow, reduce our results of operations and impair our financial condition.
We may be subject to liability for the investigation and clean-up of environmental contamination at each of the properties that we own, lease, occupy or operate and at off-site locations where we arrange for the treatment or disposal of regulated materials. We may become involved in litigation or other proceedings related to the foregoing. If we were to be held responsible for damages in any such litigation or proceedings, such costs may not be covered by insurance and may be material. Historical soil and groundwater contamination has been identified at our refineries. Currently, remediation projects for such contamination are underway in accordance with regulatory requirements at our refineries. In connection with the acquisitions of certain of our refineries and logistics assets, the prior owners have retained certain liabilities or indemnified us for certain liabilities, including those relating to pre-acquisition soil and groundwater conditions, and in some instances we have assumed certain liabilities and environmental obligations, including certain existing and potential remediation obligations. If the prior owners fail to satisfy their obligations for any reason, or if significant liabilities arise in the areas in which we assumed liability, we may become responsible for remediation expenses and other environmental liabilities, which could have a material adverse effect on our business, financial condition, results of operations and cash flow. As a result, in addition to making capital expenditures or incurring other costs to comply with environmental laws, we also may be liable for significant environmental litigation or for investigation and remediation costs and other liabilities arising from the ownership or operation of these assets by prior owners, which could materially adversely affect our business, financial condition, results of operations and cash flow. See “Item 1. Business—Environmental, Health and Safety Matters” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commitments”.
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We may also face liability arising from current or future claims alleging personal injury or property damage due to exposure to chemicals or other regulated materials, such as various perfluorinated compounds, including perfluorooctanoate, perfluorooctane sulfonate, perfluorohexane sulfonate, or other per-and polyfluoroalkyl substances, (collectively “PFAS”), asbestos, benzene, silica dust and petroleum hydrocarbons, at or from our facilities. We may also face liability for personal injury, property damage, natural resource damage or clean-up costs for the alleged migration of contamination from our properties. A significant increase in the number or success of these claims could materially adversely affect our business, financial condition, results of operations and cash flow. Recently, we have been voluntarily cooperating with various local, state and federal agencies in their review of the environmental and health effects of PFAS and additional PFAS-related laws may be developed at the local, state and federal level that could lead to our incurring liability for damages or other costs, civil or criminal proceedings, the imposition of fines and penalties, or other remedies or otherwise affect our business. Governmental inquiries or lawsuits involving PFAS could lead to our incurring liability for damages or other costs, civil or criminal proceedings, the imposition of fines and penalties, or other remedies, as well as restrictions on or added costs for our business operations going forward, including in the form of restrictions on discharges at our manufacturing facilities or otherwise. We may be subject to asserted or unasserted claims and governmental regulatory proceedings and inquiries related to the use of PFAS in a variety of jurisdictions.
Our pipelines are subject to federal and/or state regulations, which could reduce profitability and the amount of cash we generate.
Our transportation activities are subject to regulation by multiple governmental agencies. The regulatory burden on the industry increases the cost of doing business and affects profitability. Additional proposals and proceedings that affect the oil industry are regularly considered by Congress, the states, the Federal Energy Regulatory Commission, the United States Department of Transportation, and the courts. We cannot predict when or whether any such proposals may become effective or what impact such proposals may have. Projected operating costs related to our pipelines reflect the recurring costs resulting from compliance with these regulations, and these costs may increase due to future acquisitions, changes in regulation, changes in use, or discovery of existing but unknown compliance issues.
We could incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits and authorizations or otherwise comply with health, safety, environmental and other laws and regulations.
Our operations require numerous permits and authorizations under various laws and regulations. These authorizations and permits are subject to revocation, renewal or modification and can require operational changes to limit impacts or potential impacts on the environment and/or health and safety. A violation of authorization or permit conditions or other legal or regulatory requirements could result in substantial fines, criminal sanctions, permit revocations, injunctions, and/or facility shutdowns. In addition, major modifications of our operations could require modifications to our existing permits or upgrades to our existing pollution control equipment. Any or all of these matters could have a negative effect on our business, results of operations and cash flows.
We may incur significant liabilities under, or costs and capital expenditures to comply with, health, safety, environmental and other laws and regulations, which are complex and change frequently. Our operations are subject to federal, state and local laws regulating, among other things, the handling of petroleum and other regulated materials, the emission and discharge of materials into the environment, waste management, and remediation of discharges of petroleum and petroleum products, characteristics and composition of gasoline and distillates and other matters otherwise relating to the protection of the environment. Our operations are also subject to extensive laws and regulations relating to occupational health and safety, in addition to laws and regulations affecting the transportation of crude oil by rail in North America.
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We cannot predict what additional environmental, health and safety legislation or regulations may be adopted in the future, or how existing or future laws or regulations may be administered or interpreted with respect to our operations. Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time.
Certain environmental laws impose strict, and in certain circumstances joint and several liability for, costs of investigation and cleanup of such spills, discharges or releases on owners and operators of, as well as persons who arrange for treatment or disposal of regulated materials at contaminated sites. Under these laws, we may incur liability or be required to pay penalties for past contamination, and third parties may assert claims against us for damages allegedly arising out of any past or future contamination. The potential penalties and clean-up costs for past or future releases or spills, the failure of prior owners of our facilities to complete their clean-up obligations, the liability to third parties for damage to their property, or the need to address newly-discovered information or conditions that may require a response could be significant, and the payment of these amounts could have a material adverse effect on our business, financial condition and results of operations.
Enhanced scrutiny on ESG matters may negatively impact our business and our access to capital markets.
Enhanced scrutiny on ESG matters may impact our business as it relates to the use of refined products, climate change, increasing public expectations on companies to address climate change, and potential use of substitutes or replacements to our products may result in increased costs, reduced demand for our products, reduced profits, increased regulations and litigation, and adverse impacts on our access to capital markets. In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform and advise their investment and voting decisions. Also, some stakeholders may advocate for divestment of fossil fuel investments and encourage lenders to limit funding to companies engaged in the manufacturing of refined products. Unfavorable ESG ratings and investment community divestment initiatives may lead to negative investor and public sentiment toward the Company and to the diversion of capital from our industry, which could have a negative impact on our access to, and costs of, capital.
We may not be able to obtain funding on acceptable terms or at all because of volatility and uncertainty in the credit and capital markets. This may hinder or prevent us from meeting our future capital needs.
In the past, global financial markets and economic conditions have been, and may again be, subject to disruption and volatile due to a variety of factors, including uncertainty in the financial services sector, low consumer confidence, falling commodity prices, geopolitical issues and generally weak economic conditions. In addition, the fixed income markets have experienced periods of extreme volatility that have negatively impacted market liquidity conditions, including as a result of the impact of the COVID-19 pandemic. As a result, the cost of raising money in the debt and equity capital markets has increased substantially at times while the availability of funds from those markets diminished significantly. In particular, as a result of concerns about the stability of financial markets generally, which may be subject to unforeseen disruptions, the cost of obtaining money from the credit markets may increase as many lenders and institutional investors increase interest rates, enact tighter lending standards, refuse to refinance existing debt on similar terms or at all and reduce or, in some cases, cease to provide funding to borrowers. Due to these factors, we cannot be certain that new debt or equity financing will be available on acceptable terms. If funding is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due. Moreover, without adequate funding, we may be unable to execute our growth strategy, complete future acquisitions, take advantage of other business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our revenues and results of operations.
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Any political instability, military strikes, sustained military campaigns, terrorist activity, changes in foreign policy, or other catastrophic events could have a material adverse effect on our business, results of operations and financial condition.
Any political instability, military strikes, sustained military campaigns, terrorist activity, changes in foreign policy in areas or regions of the world that impact the availability and the means by which we acquire crude oil and other raw materials or sell our refined products may affect our business in unpredictable ways, including forcing us to increase security measures and causing disruptions of supplies and distribution markets. We may also be affected by United States trade and economic sanctions laws, such as the recently imposed economic sanctions against Russia, which change frequently as a result of foreign policy developments, and which may necessitate changes to our crude oil acquisition or product disposition activities and these charges could have a material adverse effect on our business, results of operation and financial condition. Further, like other industrial companies, our facilities may be the target of terrorist activities or subject to catastrophic events such as natural disasters and pandemic illness. Any act of war, terrorism, or other catastrophic events that result in damage to, or otherwise disrupts the operating activities of, any of our refineries or third-party facilities upon which we are dependent for our business operations could have a material adverse effect on our business, results of operations and financial condition.
A cyber-attack on, or other failure of, our technology infrastructure could affect our business and assets, and have a material adverse effect on our financial condition, results of operations and cash flows.
We are becoming increasingly dependent on our technology infrastructure and certain critical information systems which process, transmit and store electronic information, including information we use to safely and effectively operate our respective assets and businesses. These information systems include data network and telecommunications, internet access, our websites, and various computer hardware equipment and software applications, including those that are critical to the safe operation of our refineries and logistics assets. We have invested, and expect to continue to invest, significant time, manpower and capital in our technology infrastructure and information systems. These information systems are subject to damage or interruption from a number of potential sources including natural disasters, software viruses or other malware, power failures, cybersecurity threats to gain unauthorized access to sensitive information, cyber-attacks, which may render data systems unusable, and physical threats to the security of our facilities and infrastructure. Additionally, our business is highly dependent on financial, accounting and other data processing systems and other communications and information systems, including our enterprise resource planning tools. We process a large number of transactions on a daily basis and rely upon the proper functioning of computer systems. Furthermore, we rely on information systems across our respective operations, including the management of supply chain and various other processes and transactions. As a result, a disruption on any information systems at our refineries or logistics assets, may cause disruptions to our collective operations.
The potential for such security threats or system failures has subjected our operations to increased risks that could have a material adverse effect on our business. To the extent that these information systems are under our control, we have implemented measures such as virus protection software, emergency recovery processes and a formal disaster recovery plan to address the outlined risks. However, security measures for information systems cannot be guaranteed to be failsafe, and our formal disaster recovery plan and other implemented measures may not prevent delays or other complications that could arise from an information systems failure. If a key system were hacked or otherwise interfered with by an unauthorized user, or were to fail or experience unscheduled downtime for any reason, even if only for a short period, or any compromise of our data security or our inability to use or access these information systems at critical points in time, it could unfavorably impact the timely and efficient operation of our business, damage our reputation and subject us to additional costs and liabilities. The increase in companies and individuals working remotely has increased the frequency and scope of cyber-attacks and the risk of potential cybersecurity incidents, both deliberate attacks and unintentional events. While, to date, we have not had a significant cybersecurity breach or attack that had a material impact on our business or results of operations, if we were to be subject to a material successful cyber intrusion, it could result in remediation or service restoration costs, increased cyber protection costs, lost revenues, litigation or
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regulatory actions by governmental authorities, increased insurance premiums, reputational damage and damage to our competitiveness, financial condition, results of operations and cash flows.
Cyber-attacks against us or others in our industry could result in additional regulations, and U.S. government warnings have indicated that infrastructure assets, including pipelines, may be specifically targeted by certain groups. These attacks include, without limitation, malicious software, ransomware, attempts to gain unauthorized access to data, and other electronic security breaches. These attacks may be perpetrated by state-sponsored groups, “hacktivists”, criminal organizations or private individuals (including employee malfeasance). Current efforts by the federal government, including the Strengthening the Cybersecurity of Federal Networks and Critical Infrastructure executive order, the issuance of new cybersecurity requirements for critical pipeline owners and operators issued by the Department of Homeland Security’s Transportation Security Administration following a cyber-attack on a major petroleum pipeline in 2021, and any potential future regulations could lead to increased regulatory compliance costs, insurance coverage cost or capital expenditures. We cannot predict the potential impact to our business or the energy industry resulting from additional regulations.
Further, our business interruption insurance may not compensate us adequately for losses that may occur. We do not carry insurance specifically for cybersecurity events; however, certain of our insurance policies may allow for coverage for a cyber-event resulting in ensuing property damage from an otherwise insured peril. If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our financial position, results of operations and cash flows. In addition, the proceeds of any such insurance may not be paid in a timely manner and may be insufficient if such an event were to occur.
Competition from companies who have not been adversely impacted as much as we have been by the COVID-19 pandemic, produce their own supply of feedstocks, have extensive retail outlets, make alternative fuels or have greater financial and other resources than we do could materially and adversely affect our business and results of operations.
Our refining operations compete with domestic refiners and marketers in regions of the United States in which we operate, as well as with domestic refiners in other regions and foreign refiners that import products into the United States. In addition, we compete with other refiners, producers and marketers in other industries that supply their own renewable fuels or alternative forms of energy and fuels to satisfy the requirements of our industrial, commercial and individual consumers. Many of our competitors have not been adversely impacted by the COVID-19 pandemic as much as we have been impacted. Certain of our competitors have larger and more complex refineries, and may be able to realize lower per-barrel costs or higher margins per barrel of throughput. Several of our principal competitors are integrated national or international oil companies that are larger and have substantially greater resources than we do and access to proprietary sources of controlled crude oil production. Unlike these competitors, we obtain substantially all of our feedstocks from unaffiliated sources. We are not engaged in the petroleum exploration and production business and therefore do not produce any of our crude oil feedstocks. We do not have a retail business and therefore are dependent upon others for outlets for our refined products. Because of their integrated operations and larger capitalization, these companies may be more flexible in responding to volatile industry or market conditions, such as shortages of crude oil supply and other feedstocks or intense price fluctuations and they may also be able to obtain more favorable trade credit terms.
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Newer or upgraded refineries will often be more efficient than our refineries, which may put us at a competitive disadvantage. We have taken significant measures to maintain our refineries including the installation of new equipment and redesigning older equipment to improve our operations. However, these actions involve significant uncertainties, since upgraded equipment may not perform at expected throughput levels, the yield and product quality of new equipment may differ from design specifications and modifications may be needed to correct equipment that does not perform as expected. Any of these risks associated with new equipment, redesigned older equipment or repaired equipment could lead to lower revenues or higher costs or otherwise have an adverse effect on future results of operations and financial condition. Over time, our refineries or certain refinery units may become obsolete, or be unable to compete, because of the construction of new, more efficient facilities by our competitors.
We must make substantial capital expenditures on our operating facilities to maintain their reliability and efficiency. If we are unable to complete capital projects at their expected costs and/or in a timely manner, or if the market conditions assumed in our project economics deteriorate, our financial condition, results of operations or cash flows could be materially and adversely affected.
Delays or cost increases related to capital spending programs involving engineering, procurement and construction of new facilities (or improvements and repairs to our existing facilities and equipment, including turnarounds) could adversely affect our ability to achieve targeted internal rates of return and operating results. Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including:
•denial or delay in obtaining regulatory approvals and/or permits;
•unplanned increases in the cost of construction materials or labor;
•disruptions in transportation of modular components and/or construction materials;
•severe adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors and suppliers;
•shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;
•market-related increases in a project’s debt or equity financing costs; and/or
•non-performance or force majeure by, or disputes with, vendors, suppliers, contractors or sub-contractors involved with a project.
Our refineries contain many processing units, a number of which have been in operation for many years. Equipment, even if properly maintained, may require significant capital expenditures and expenses to keep it operating at optimum efficiency. One or more of the units may require unscheduled downtime for unanticipated maintenance or repairs that are more frequent than our scheduled turnarounds for such units. Scheduled and unscheduled maintenance could reduce our revenues during the period of time that the units are not operating.
Our forecasted internal rates of return are also based upon our projections of future market fundamentals, which are not within our control, including changes in general economic conditions, impact of new regulations, available alternative supply and customer demand. Any one or more of these factors could have a significant impact on our business. If we were unable to make up the delays associated with such factors or to recover the related costs, or if market conditions change, it could materially and adversely affect our financial position, results of operations or cash flows.
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We are subject to strict laws and regulations regarding employee and process safety, and failure to comply with these laws and regulations could have a material adverse effect on our results of operations, financial condition and profitability.
We are subject to the requirements of the OSHA, and comparable state statutes that regulate the protection of the health and safety of workers. In addition, OSHA requires that we maintain information about hazardous materials used or produced in our operations and that we provide this information to employees, state and local governmental authorities, and local residents. Failure to comply with OSHA requirements, including general industry standards, process safety standards and control of occupational exposure to regulated substances, could result in claims against us that could have a material adverse effect on our results of operations, financial condition and the cash flows of the business if we are subjected to significant fines or compliance costs.
Product liability and operational liability claims and litigation could adversely affect our business and results of operations.
Product liability and liability arising from our operations are significant risks. Substantial damage awards have been made in certain jurisdictions against manufacturers and resellers of petroleum products based upon claims for injuries and property damage caused by the use of or exposure to various products. Failure of our products to meet required specifications or claims that a product is inherently defective could result in product liability claims from our shippers and customers, and also arise from contaminated or off-specification product in commingled pipelines and storage tanks and/or defective fuels. We may also be subject to personal injury claims arising from incidents that occur in connection with or relating to our operations. Product liability and personal injury claims against us could have a material adverse effect on our business, financial condition or results of operations.
Compliance with and changes in tax laws could adversely affect our performance.
We are subject to extensive tax liabilities, including federal, state, local and foreign taxes such as income, excise, sales/use, payroll, franchise, property, gross receipts, withholding and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future. These liabilities are subject to periodic audits by the respective taxing authorities, which could increase our tax liabilities. Subsequent changes to our tax liabilities as a result of these audits may also subject us to interest and penalties. There can be no certainty that our federal, state, local or foreign taxes could be passed on to our customers.
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Acquisitions that we may undertake in the future involve a number of risks, any of which could cause us not to realize the anticipated benefits.
We may not be successful in acquiring additional assets, and any acquisitions that we do consummate may not produce the anticipated benefits or may have adverse effects on our business and operating results. We may selectively consider strategic acquisitions in the future within the refining and mid-stream sector based on performance through the cycle, advantageous access to crude oil supplies, attractive refined products market fundamentals and access to distribution and logistics infrastructure. Our ability to do so will be dependent upon a number of factors, including our ability to identify acceptable acquisition candidates, consummate acquisitions on acceptable terms, successfully integrate acquired assets and obtain financing to fund acquisitions and to support our growth and many other factors beyond our control. Risks associated with acquisitions include those relating to the diversion of management time and attention from our existing business, liability for known or unknown environmental conditions or other contingent liabilities and greater than anticipated expenditures required for compliance with environmental, safety or other regulatory standards or for investments to improve operating results, and the incurrence of additional indebtedness to finance acquisitions or capital expenditures relating to acquired assets. We may also enter into transition services agreements in the future with sellers of any additional refineries we acquire. Such services may not be performed timely and effectively, and any significant disruption in such transition services or unanticipated costs related to such services could adversely affect our business and results of operations. In addition, it is likely that, when we acquire refineries, we will not have access to the type of historical financial information that we will require regarding the prior operation of the refineries. As a result, it may be difficult for investors to evaluate the probable impact of significant acquisitions on our financial performance until we have operated the acquired refineries for a substantial period of time.
A portion of our workforce is unionized, and we may face labor disruptions that would interfere with our operations.
Most hourly employees at our refineries are covered by collective bargaining agreements through the USW, the IOW and the IBEW. Certain of these agreements have expired while others are scheduled to expire on various dates in 2022 through 2024 (See “Item 1. Business” - Employees). For the agreements that expired, terms related to new collective bargaining agreements have been agreed to on local bargaining issues and have reached a settlement in principle on the National Oil Bargaining Program which sets contract term, wages, health care contributions and any other agreed upon issues and is subject to local union ratification prior to being executed. During this interim period, the terms of the expired agreements will remain in place under rolling 24-hour extensions until new agreements are finalized. Future negotiations prior to the expiration of our collective agreements may result in labor unrest for which a strike or work stoppage is possible. Strikes and/or work stoppages could negatively affect our operational and financial results and may increase operating expenses at the refineries.
Our business may suffer if any of our senior executives or other key employees discontinues employment with us. Furthermore, a shortage of skilled labor or disruptions in our labor force may make it difficult for us to maintain labor productivity.
Our future success depends to a large extent on the services of our senior executives and other key employees. Our business depends on our continuing ability to recruit, train and retain highly qualified employees in all areas of our operations, including engineering, accounting, business operations, finance and other key back-office and mid-office personnel. Furthermore, our operations require skilled and experienced employees with proficiency in multiple tasks. The competition for these employees is intense, and the loss of these executives or employees could harm our business. If any of these executives or other key personnel resigns or becomes unable to continue in his or her present role and is not adequately replaced, our business operations could be materially adversely affected.
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Our hedging activities may limit our potential gains, exacerbate potential losses and involve other risks.
We may enter into commodity derivatives contracts to hedge our crude price risk or crack spread risk with respect to a portion of our expected gasoline and distillate production on a rolling basis or to hedge our exposure to the price of natural gas, which is a significant component of our refinery operating expenses. Consistent with that policy we may hedge some percentage of our future crude and natural gas supply. We may enter into hedging arrangements with the intent to secure a minimum fixed cash flow stream on the volume of products hedged during the hedge term and to protect against volatility in commodity prices. Our hedging arrangements may fail to fully achieve these objectives for a variety of reasons, including our failure to have adequate hedging arrangements, if any, in effect at any particular time and the failure of our hedging arrangements to produce the anticipated results. We may not be able to procure adequate hedging arrangements due to a variety of factors. Moreover, such transactions may limit our ability to benefit from favorable changes in crude oil, refined product and natural gas prices.
In addition, our hedging activities may expose us to the risk of financial loss in certain circumstances, including instances in which:
•the volumes of our actual use of crude oil or natural gas or production of the applicable refined products is less than the volumes subject to the hedging arrangement;
•accidents, interruptions in feedstock transportation, inclement weather or other events cause unscheduled shutdowns or otherwise adversely affect our refineries, or those of our suppliers or customers;
•changes in commodity prices have a material impact on collateral and margin requirements under our hedging arrangements, resulting in us being subject to margin calls;
•the counterparties to our derivative contracts fail to perform under the contracts; or
•a sudden, unexpected event materially impacts the commodity or crack spread subject to the hedging arrangement.
As a result, the effectiveness of our hedging strategy could have a material impact on our financial results. See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.”
In addition, these hedging activities involve basis risk. Basis risk in a hedging arrangement occurs when the price of the commodity we hedge is more or less variable than the index upon which the hedged commodity is based, thereby making the hedge less effective. For example, a New York Mercantile Exchange index used for hedging certain volumes of our crude oil or refined products may have more or less variability than the actual cost or price we realize for such crude oil or refined products. We may not hedge all the basis risk inherent in our hedging arrangements and derivative contracts.
Our commodity derivative activities could result in period-to-period earnings volatility.
We do not currently apply hedge accounting to any of our commodity derivative contracts and, as a result, unrealized gains and losses will be charged to our earnings based on the increase or decrease in the market value of such unsettled positions. These gains and losses may be reflected in our income statement in periods that differ from when the settlement of the underlying hedged items are reflected in our income statement. Such derivative gains or losses in earnings may produce significant period-to-period earnings volatility that is not necessarily reflective of our underlying operational performance.
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Risks Related to Our Indebtedness
Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our indebtedness.
Our indebtedness may significantly affect our financial flexibility in the future. As of December 31, 2018,2021, we have total debt of $1,290.9$3,704.9 million, excluding unamortized deferred debt issuance costs of $30.5$31.6 million, and we could incur an additional $1,080.1 millionborrowings under our credit facility. WeRevolving Credit Facility. We may incur additional indebtedness in the future. Our strategy includes executing future refineryincluding additional secured indebtedness, subject to the satisfaction of any debt incurrence and, logistics acquisitions. Any significant acquisition would likely require usif applicable, lien incurrence limitation covenants in our existing financing agreements. Although we were in compliance with incurrence covenants during the year ended December 31, 2021 to the extent that any of our activities triggered these covenants, there are no assurances that conditions could not change significantly, and that such changes could adversely impact our ability to meet some of these incurrence covenants at the time that we needed to. Failure to meet the incurrence covenants could impose certain incremental restrictions on, among other matters, our ability to incur additional indebtedness in ordernew debt (including secured debt) and also may limit the extent to finance allwhich we may make new investments or a portion of such acquisition. incur new liens.
The level of our indebtedness has several important consequences for our future operations, including that:
•a portion of our cash flow from operations will be dedicated to the payment of principal of, and interest on, our indebtedness and will not be available for other purposes;
•under certain circumstances, covenants contained in our existing debt arrangements limit our ability to borrow additional funds, dispose of assets and make certain investments;
•in certain circumstances these covenants also require us to meet or maintain certain financial tests, which may affect our flexibility in planning for, and reacting to, changes in our industry, such as being able to take advantage of acquisition opportunities when they arise;
•our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited; and
•we may be at a competitive disadvantage to those of our competitors that are less leveraged; and we may be more vulnerable to adverse economic and industry conditions.
Our indebtedness increases the risk that we may default on our debt obligations, certain of which contain cross-default and/or cross-acceleration provisions. Our, and our subsidiaries’, ability to meet future principal obligations will be dependent upon our future performance, which in turn will be subject to general economic conditions, industry cycles and financial, business and other factors affecting our operations, many of which are beyond our control. Our business may not continue to generate sufficient cash flow from operations to repay our indebtedness. If we are unable to generate sufficient cash flow from operations, we may be required to sell assets, to refinance all or a portion of our indebtedness or to obtain additional financing. Refinancing may not be possible and additional financing may not be available on commercially acceptable terms, or at all.
We may not be able to secure necessary financing on acceptable terms, or at all.
Our Revolving Credit Facility has a maturity date of May 2023. We can make no assurance that we will be able to refinance our outstanding indebtedness on acceptable terms prior to its maturity date. Market disruptions, such as those experienced in relation to the COVID-19 pandemic, may increase our cost of borrowing or adversely affect our ability to refinance our obligations as they become due. Further, ESG concerns and other pressures on the oil and gas industry could lead to increased costs of financing or limit our access to the capital markets. If we are unable to refinance our indebtedness or access additional credit, or if short-term or long-term borrowing costs significantly increase, our ability to finance current operations and meet our short-term and long-term obligations could be adversely affected.
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Despite our substantial level of indebtedness, we and our subsidiaries may be able to incur substantially more debt, which could exacerbate the risks described above.
We and our subsidiaries may be able to incur additional indebtedness in the future including additional secured or unsecured debt. Although our debt instruments and financing arrangements contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. To the extent new debt is added to our currently anticipatedcurrent debt levels, the leverage risks described above would increase. Also, these restrictions do not prevent us from incurring obligations that do not constitute indebtedness.
Our future credit ratings could adversely affect our business, the cost of our borrowing, and our ability to obtain credit in the future.
Changes in our credit profile could affect the way crude oil and other suppliers view our ability to make payments and induce them to shorten the payment terms for our purchases or require us to post security or letters of credit prior to payment. Due to the large dollar amounts and volume of our crude oil and other feedstock purchases, any imposition by these suppliers of more burdensome payment terms on us may have a material adverse effect on our liquidity and our ability to make payments to our suppliers. This, in turn, could cause us to be unable to operate one or more of our refineries at full capacity.
Our 2028 Senior Notes and 2025 Senior Notes are rated Caa1 by Moody’s, B by S&P, and B- by Fitch. Our 2025 Senior Secured Notes are rated B2 by Moody’s, BB- by S&P, and BB by Fitch. During 2021, Moody’s and S&P downgraded our corporate family rating as well as our unsecured and secured notes ratings, with all ratings on negative outlook. If the current market conditions persist or deteriorate, we expect that the credit rating agencies will continue to re-evaluate our corporate credit rating and the ratings of our unsecured and secured notes. Adverse changes in our credit ratings may also negatively impact the terms of credit we receive from our suppliers and require us to prepay or post collateral. Further adverse actions taken by the rating agencies on our corporate credit rating or the rating of our notes may further increase our cost of borrowings or hinder our ability to raise financing in the capital markets or have an unfavorable impact on the credit terms we have with our suppliers, which could impair our ability to grow our business, increase our liquidity and make cash distributions to our members.
Restrictive covenants in our debt instruments, including the indentures governing our notes, may limit our ability to undertake certain types of transactions.transactions, which could adversely affect our business, financial condition, results of operations and our ability to service our indebtedness.
Various covenants in our current and future debt instruments and other financing arrangements, including the indentures governing our notes, may restrict our and our subsidiaries’ financial flexibility in a number of ways. Our current indebtedness subjectsand the indentures that govern our notes subject us to significant financial and other restrictive covenants, including restrictions on our ability to incur additional indebtedness, place liens upon assets, pay dividendsmake distributions, or make certain other restricted payments and investments, consummate certain asset sales or asset swaps, conduct businesses other than our current businesses, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our assets. Some of theseour debt instruments also require our subsidiaries to satisfy or maintain certain financial condition tests in certain circumstances. Our subsidiaries’ ability to meet these financial condition tests can be affected by events beyond our control and theywe may not meet such tests. In addition, a failure to comply with the provisions of our existing debt could result in an event of default that could enable our lenders, subject to the terms and conditions of such debt, to declare the outstanding principal, together with accrued interest, to be immediately due and payable. Events beyond our control, including the impact of the COVID-19 pandemic and related governmental responses and developments in the global oil markets, may affect our ability to comply with our covenants. If we were unable to repay the accelerated amounts, our lenders could proceed against the collateral granted to them to secure such debt. If the payment of our debt is accelerated, defaults under our other debt instruments, if any, may be triggered, and our assets may be insufficient to repay such debt in full.
44
Provisions in our indentures and other agreements could discourage an acquisition of us by a third-party.
Certain provisions of our indentures could make it more difficult or more expensive for a third-party to acquire us. Upon the occurrence of certain transactions constituting a “change inof control” as described in the indentures governing the 2025 Senior Notes, (as defined below),the 2025 Senior Secured Notes and the 2028 Senior Notes, holders of our notes could require us to repurchase all outstanding notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, at the date of repurchase.
Risks Related to Our Organizational Structure
Under a tax receivable agreement, PBF Energy is required to pay the pre-IPO owners of PBF LLC for certain realized or assumed tax benefits it may claim arising in connection with its initial public offering and future exchanges of PBF LLC Series A Units for shares of its Class A common stock and related transactions (the “Tax Receivable Agreement”). The indentures governing the Senior Notessenior notes allow us, under certain circumstances, to make distributions sufficient for PBF Energy to pay its obligations arising from the Tax Receivable Agreement, and such amounts are expected to be substantial.Agreement.
PBF Energy entered into a Tax Receivable Agreement that provides for the payment from time to time (“On-Going Payments”) by PBF Energy to the holders of PBF LLC Series A Units and PBF LLC Series B Units for certain tax benefits it may claim arising in connection with its prior offerings and future exchanges of PBF LLC Series A Units for shares of its Class A Common Stockcommon stock and related transactions, and the amounts it may pay could be significant.
PBF Energy’s payment obligations under the Tax Receivable Agreement are PBF Energy’s obligations and not obligations of PBF Holding, PBF Finance, or any of PBF Holding’s other subsidiaries. However, because PBF Energy is primarily a holding company with limited operations of its own, its ability to make payments under the Tax Receivable Agreement is dependent on our ability to make future distributions to it. The indentures governing the Senior Notessenior notes allow us to make tax distributions (as defined in the indenture)applicable indentures), and it is expected that PBF Energy’s share of these tax distributions will be in amounts sufficient to allow PBF Energy to make On-Going Payments. The indentures governing the Senior Notessenior notes also allow us to make a distribution sufficient to allow PBF Energy to make any payments required under the Tax Receivable Agreement upon a change in control, so long as we offer to purchase all of the Senior Notessenior notes outstanding at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any. If PBF Energy’s share of the distributions it receives under these specific provisions of the indentures is insufficient to satisfy its obligations under the Tax Receivable Agreement, PBF Energy may cause us to make distributions in accordance with other provisions of the indentures in order to satisfy such obligations. In any case, based on our estimates of PBF Energy’s obligations
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Risks Related to Our Affiliation with PBFX
We depend upon PBFX for a substantial portion of our refineries’ logistics needs and have obligations for minimum volume commitments in our commercial agreements with PBFX.
We depend on PBFX to receive, handle, store and transfer crude oil, petroleum products and natural gas for us from our operations and sources located throughout the United States and Canada in support of certain of our refineries under long-term, fee-based commercial agreements with us. These commercial agreements have an initial term ranging from one to fifteen years and generally include minimum quarterly commitments and inflation escalators. If we fail to meet the minimum commitments during any calendar quarter, we will be required to make a shortfall payment quarterly to PBFX equal to the volume of the shortfall multiplied by the applicable fee.
PBFX’s operations are subject to all of the risks and operational hazards inherent in receiving, handling, storing and transferring crude oil, petroleum products and natural gas, including: damages to its facilities, related equipment and surrounding properties caused by floods, fires, severe weather, explosions and other natural disasters and acts of terrorism; mechanical or structural failures at PBFX’s facilities or at third-party facilities on which its operations are dependent; curtailments of operations relative to severe seasonal weather; inadvertent damage to our facilities from construction, farm and utility equipment; and other hazards. Any of these events or factors could result in severe damage or destruction to PBFX’s assets or the temporary or permanent shut-down of PBFX’s facilities. If PBFX is unable to serve our logistics needs, our ability to operate our refineries and receive crude oil and distribute products could be adversely impacted, which could adversely affect our business, financial condition and results of operations.
All of the executive officers and a majority of the directors of PBF GP are also current or former officers or directors of PBF Energy. Conflicts of interest could arise as a result of this arrangement.
PBF Energy indirectly owns and controls PBF GP, and appoints all of its officers and directors. All of the executive officers and a majority of the directors of PBF GP are also current or former officers or directors of PBF Energy. These individuals will devote significant time to the business of PBFX. Although the directors and officers of PBF GP have a fiduciary duty to manage PBF GP in a manner that is beneficial to PBF Energy, as directors and officers of PBF GP they also have certain duties to PBFX and its unitholders. Conflicts of interest may arise between PBF Energy and its affiliates, including PBF GP, on the one hand, and PBFX and its unitholders, on the other hand. In resolving these conflicts of interest, PBF GP may favor its own interests and the interests of PBFX over the interests of PBF Energy and its subsidiaries. In certain circumstances, PBF GP may refer any conflicts of interest or potential conflicts of interest between PBFX, on the one hand, and PBF Energy, on the other hand, to its conflicts committee (which must consist entirely of independent directors) for resolution, which conflicts committee must act in the best interests of the public unitholders of PBFX. As a result, PBF GP may manage the business of PBFX in a way that may differ from the best interests of PBF Energy or its stockholders.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
See “Item 1. Business”.
ITEM 3. LEGAL PROCEEDINGS
On December 28, 2016, DNREC issued the Ethanol Permit to DCR allowing the utilization of existing tanks and existing marine loading equipment at their existing facilities to enable denatured ethanol to be loaded from storage tanks to marine vessels and shipped to offsite facilities. On January 13, 2017, the issuance of the Ethanol Permit was appealed by two environmental groups. On February 27, 2017, the Coastal Zone Industrial Control Board (the “Coastal Zone Board”) held a public hearing and dismissed the appeal, determining that the appellants did not have standing. The appellants filed an appeal of the Coastal Zone Board’s decision with the Delaware Superior Court (the “Superior Court”) on March 30, 2017. On January 19, 2018, the Superior Court rendered an Opinion regarding the decision of the Coastal Zone Board to dismiss the appeal of the Ethanol Permit for the ethanol project. The judge determined that the record created by the Coastal Zone Board was insufficient for the Superior Court to make a decision, and therefore remanded the case back to the Coastal Zone Board to address the deficiency in the record. Specifically, the Superior Court directed the Coastal Zone Board to address any evidence concerning whether the appellants’ claimed injuries would be affected by the increased quantity of ethanol shipments. On remand, the Coastal Zone Board met on January 28, 2019 and reversed its previous decision on standing ruling that the appellants have standing to appeal the issuance of the Ethanol Permit. The parties to the action filed a joint motion with the Coastal Zone Board, requesting that the Coastal Zone Board concur with the parties’ proposal to secure from the Superior Court confirmation that all rights and claims are preserved for any subsequent appeal to the Superior Court, and that the matter then be scheduled for a hearing on the merits before the Coastal Zone Board. The Coastal Zone Board notified the parties in January of 2020 that it concurred with the parties’ proposed course of action. The appellants and DCR is currently evaluating its appeal options.
On September 11, 2020, DCR received two Citations and Notification of ViolationPenalties, with sub-parts, from OSHA related to Toledo refinery, alleging certaina combustion incident occurring on March 11, 2020. The citation seeks to impose penalties in the amount of $401,923 related to alleged violations of the Clean AirOccupation Safety and Health Act of 1970. An informal conference with OSHA on October 2, 2020 was unsuccessful in resolving the matter, and, as a result, DCR filed a Notice of Contest with OSHA contesting the citations in their entirety at its Plant 4 and Plant 9 flares since the acquisitionend of the refineryinformal conference. OSHA filed its Complaint on March 1, 2011. Toledo refineryDecember 13, 2020, and EPA subsequently entered into tolling agreements pendingDCR filed its response on January 4, 2021. OSHA and DCR participated in mandatory meditation on February 2, 2021, which was unsuccessful. On February 25, 2021, the Occupational Safety and Health Review Commission granted the parties’ Joint Motion for Additional Time for the Parties to Discuss Settlement. The Court has since granted multiple additional extensions. On May 27, 2021, the parties notified the court that settlement discussions. Althoughnegotiations are continuing and have continued to provide updates on the resolution has not been finalized,settlement negotiations. Subsequently, OSHA and DCR reached a settlement agreement with an assessed penalty of $401,923 and DCR agreed to undertake certain abatement measures. On January 24, 2022, DCR and the civil administrative penalty is anticipatedUnited Steelworkers signed the settlement agreement, and on January 25, 2022, OSHA executed the agreement.
On September 27, 2021, DCR received a Notice of Administrative Penalty Assessment and Secretary’s Order from DNREC, seeking to be approximately $645,000, including supplemental environmental projects. Toimpose penalties in the extentamount of $285,000 related to alleged Title V permit violations occurring in 2019 and 2020. On October 15, 2021, DCR filed a Notice of Appeal before Delaware’s Environmental Appeals Board, contesting the administrative penalty exceeds such amount, it is not expectedSecretary’s findings and requesting a hearing. On November 2, 2021, the Environmental Appeals Board scheduled a Pre-Hearing Conference for April 8, 2022 and Hearing Date for April 26, 2022. On November 30, 2021, settlement negotiations commenced, which are continuing to be material to us.date.
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In connection with the acquisition of the Torrance refinery and related logistics assets, we assumed certain pre-existing environmental liabilities related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring activities, which reflect the estimated cost of the remediation obligations. In addition, in connection with the acquisition of the Torrance refinery and related logistics assets, we purchased a ten year,ten-year, $100.0 million environmental insurance policy to insure against unknown environmental liabilities. Furthermore, in connection with the acquisition, we assumed responsibility for certain specified environmental matters that occurred prior to our ownership of the refinery and logistics assets, including specified incidents and/or NOVs issued by regulatory agencies in various years before our ownership, including the SCAQMD and Cal/OSHA. In connection with the acquisition of the Torrance refinery and related logistics assets, we agreed to take responsibility for NOV No. P63405 that ExxonMobil had received from the SCAQMD for Title V deviations that are alleged to have occurred in 2015. On August 14, 2018, we received a letter from SCAQMD offering to settle this NOV for $515,250. We are currently in communication with SCAQMD to resolve this NOV.
Subsequent to the acquisition, further NOVsNotices of Violations (“NOVs”) were issued by the SCAQMD, Cal/OSHA,South Coast Air Quality Management District (“SCAQMD”), Division of Occupational Safety and Health of the State of California, the City of Torrance, the City of Torrance Fire Department, and the Los Angeles County Sanitation District related to alleged operational violations, emission discharges and/or flaring incidents at the refinery and the logistics assets both before and after our acquisition. EPA in November 2016 conducted a RMPRisk Management Plan (“RMP”) inspection following the acquisition related to Torrance operations and issued preliminary findings in March 2017 concerning RMP potential operational violations. Effective January 9, 2020, we and EPA entered into a Consent Agreement and Final Order (“CAFO”), which contains no admission by us for any alleged violations in the CAFO, includes a release from all alleged violations in the CAFO, requires the payment of a penalty of $125,000 in January 2020 and also requires the implementation of a supplemental environmental project (“SEP”) of at least $219,000 that must be completed by December 15, 2021. The Company is currently in communication withSEP consisted of configuring the northeast fire water monitor to automatically deploy water upon detection of a release. We completed this reconfiguration on December 15, 2021 and expended at least $219,000 as required by the CAFO. On February 11, 2022, we submitted the final SEP Completion Report to EPA, towhich should fully resolve the RMP preliminary findings. this matter.
EPA and DTSCthe California Department of Toxic Substances Control (“DTSC”) in December 2016 conducted a RCRAResource Conservation and Recovery Act (“RCRA”) inspection following the acquisition related to Torrance operations and also issued in March 2017 preliminary findings concerning RCRA potential operational violations. In April 2017, EPA referred the RCRA preliminary findings to DTSC for final resolution. On March 1, 2018, we received a notice of intent to sue from Environmental Integrity Project, on behalf of Environment California, under RCRA with respect to the alleged RCRA violations from December 2016 EPA’s and DTSC’s inspection. On March 2, 2018, DTSC issued an order to correct alleged RCRA violations relating to the accumulation of oil bearing materials in roll off bins during 2016 and 2017. On June 14, 2018, the Torrance refinery and DTSC reached settlement regarding the oil bearing materials in the form of a stipulation and order, wherein the Torrance refinery agreed that it would recycle or properly dispose of the oil bearing materials by the end of 2018 and pay an administrative penalty of $150,000. The Torrance refinery has complied with these requirements.materials. Following this settlement, in June 2018, DTSC referred the remaining alleged RCRA violations from EPA’s and DTSC’s December 2016 inspection to the California Attorney GeneralGeneral. On April 7, 2021, we were notified that these alleged remaining six federal RCRA violations had been referred to EPA for final resolution. On June 2, 2021, EPA conducted a further inspection to the December 2016 RCRA inspection. On August 13, 2021, we received EPA’s additional report indicating that the six federal RCRA findings were closed with no further enforcement action. The Torrance refinery andremaining alleged state RCRA violation is still pending with the California Attorney GeneralGeneral.
On February 4, 2021, we received a letter from the SCAQMD proposing to settle a NOV relating to 15 Title V deviations alleged to have occurred in the second half of 2017 for $1.3 million. On October 8, 2021, we reached settlement in principle with the SCAQMD to pay a penalty of $250,000 for 14 of the Title V deviations and a penalty of $1.3 million for the remaining deviation, which covers the period of 2017 through 2021, and the negotiation of settlement agreements is in process.
In connection with self-reported flaring events that occurred at the Paulsboro refinery between 2016 and 2020, in October 2021, the New Jersey Department of Environmental Protection (“NJDEP”) initiated discussions with PRC regarding potential penalties for alleged violations related to the self-reported flaring events. Although a formal NOV has not been issued, NJDEP provided a calculation sheet of potential penalties totaling approximately $1.6 million. We are currently challenging certain of those potential penalties and are in discussions to resolve these alleged remaining RCRA violations. Other than the $150,000 DTSC administrative penalty, no other settlement or penalty demands have been received to date with respect to any of the other NOVs, preliminary findings, or order that are in excess of $100,000. NJDEP regarding a potential settlement.
As the ultimate outcomes of the matters discussed above are uncertain, we cannot currently estimate the final amount or timing of their resolution but any such amount is not expected to have a material impact on our financial position, results of operations or cash flows, individually or in the aggregate.
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On February 17, 2017, in Arnold Goldstein, et al. v. Exxon Mobil Corporation, et al.al., we and PBF Energy Company LLC, and our subsidiaries, PBF Energy Western Region LLC and Torrance Refining Company LLC and the manager of our Torrance refinery along with Exxon Mobil CorporationExxonMobil were named as defendants in a class action and representative action complaint filed on behalf of Arnold Goldstein, John Covas, Gisela Janette La Bella and others similarly situated. The complaint was filed in the Superior Court of the State of California, County of Los Angeles and alleges negligence, strict liability, ultrahazardousultra-hazardous activity, a continuing private nuisance, a permanent private nuisance, a continuing public nuisance, a permanent public nuisance and trespass resulting from the February 18, 2015 electrostatic precipitator (“ESP”) explosion at the Torrance refinery which was then owned and operated by ExxonMobil. The operation of the Torrance refinery by the PBF entities subsequent to our acquisition in July 2016 is also referenced in the complaint. To the extent that plaintiffs’ claims relate to the ESP explosion, Exxon hasExxonMobil retained responsibility for any liabilities that would arise from the lawsuit pursuant to the agreement relating to the acquisition of the Torrance refinery. On July 2, 2018, the Court granted leave to plaintiffs’plaintiffs to file a Second Amended Complaint alleging groundwater contamination. With the filing of the Second Amended Complaint, Plaintiffs’plaintiffs added an additional plaintiff. As this matter isplaintiff, Hany Youssef. On October 15, 2019, the judge granted certification to two limited classes of property owners with Youssef as the sole class representative and named plaintiff, rejecting two other proposed subclasses based on negligence and on strict liability for ultrahazardous activities. The certified subclasses relate to trespass claims for ground contamination and nuisance for air emissions. On February 5, 2021, our motion for Limited Extension of Discovery Cut-Off and a Motion by plaintiffs for Leave to File Third Amended Complaint were heard by the Court. On May 5, 2021, the Court granted plaintiffs leave to amend their complaint for the third time to substitute Navarro for Youssef. On May 12, 2021, plaintiffs filed their Third Amended Complaint (“TAC”) that contained significant changes and new claims, including individual claims, that were not included in the class certification phase,motion for leave to amend plaintiffs presented to the Court. On June 9, 2021, we cannot currently estimatefiled a Motion to Dismiss/Strike the amount orTAC. On June 23, 2021, plaintiffs filed their opposition to our Motion to Dismiss/Strike, to which we filed our reply on July 2, 2021. A hearing on the timingMotion to Dismiss/Strike the TAC was held on August 2, 2021 and the court ordered that the TAC be struck and that the parties meet and confer with respect to the complaint. After meeting and conferring, plaintiffs agreed to submit a corrected TAC with changes reflecting the removal of Youssef and the substitution of Navarro as the named Plaintiff. On August 23, 2021, the Court approved the parties’ stipulation to take Navarro’s deposition on September 23, 2021. Also, on August 23, 2021, the Court approved the parties’ stipulation to continue the pretrial dates with the new deadlines. On October 8, 2021, plaintiffs filed their Motion to Appoint Navarro as Class Representative. On October 29, 2021, we filed our opposition to this motion. On November 15, 2021, plaintiffs filed their reply. On February 8, 2022, the Court held a hearing on plaintiff’s Motion to Appoint Navarro as Class Representative but did not act on the motion. Instead, the Court ordered the parties to submit draft orders for the Court’s consideration. All other dates are stayed pending the Court issuing its resolution.order. We presently believe the outcome of this litigation will not have a material impact on our financial position, results of operations, or cash flows.
On September 7, 2018, in Jeprece Roussell, et al.al. v. PBF Consultants, LLC, etal. al., the Plaintiffplaintiff filed an action in the 19th Judicial District Court for the Parish of East Baton Rouge, allegesalleging numerous causes of action, including wrongful death, premises liability, negligence, and gross negligence against PBF Holding, Company LLC, PBFX Operating Company LLC, Chalmette Refining, L.L.C., two individual employees of the Chalmette Refinery (“the PBF Defendants”),refinery, two entities, PBF Consultants, LLC and PBF Investments LLC that are Louisiana companies that are not associated with our companies, as well as Clean Harbors, Inc. and Clean Harbors Environmental Services, Inc. (collectively, “Clean Harbors”), Mr. Roussell’s employer. Mr. Roussell was fatally injured on March 31, 2018 while employed by Clean Harbors and performing clay removal work activities inside a clay treating vessel located at the Chalmette Refinery.refinery. Plaintiff seekssought unspecified compensatory damages for pain and suffering, past and future mental anguish, impairment, past and future economic loss, attorney’s fees and court costs. The PBF DefendantsOn October 8, 2021, we and our insurers reached an agreement in principle to settle this litigation and the related matters. Our portion of the settlement was accrued as of September 30, 2021 and did not have issued a tendermaterial impact on our financial position, results of defenseoperations, or cash flows. Settlement documents have been executed and indemnitypayments have been made. A Motion to Clean Harbors and its insurer pursuant to indemnity obligations contained inDismiss with Prejudice was filed by the associated services agreement. parties on February 3, 2022.
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On September 25, 2018,7, 2021, MRC filed a Verified Petition for Writ of Mandate and Complaint for Declaratory and Injunctive Relief against the PBF Defendants filed an Answer inBAAQMD requesting the state court action denyingCourt to declare as invalid, unenforceable, and ultra vires the allegations. On October 10, 2018,BAAMQD’s July 21, 2021, adoption of Rule 6-5 Amendment. MRC is also seeking a writ of mandate ordering the PBF Defendants filedBAAQMD to removevacate and rescind the caseadoption of the Rule 6-5 Amendment, as well as appropriate declaratory relief, injunctive relief, and reasonable costs incurred by MRC to bring this Petition/Complaint. In the Petition/Complaint MRC alleges that: its feasible alternative Particulate Matter (“PM”) reduction proposal that would achieve significant PM reductions while avoiding the significant costs and environmental impacts of the BAAQMD’s adopted PM limit, was improperly removed from consideration and not presented to the United States District Court forBAAQMD Board when the Middle DistrictRule 6-5 Amendment was adopted with the current PM standard; when adopting the Rule 6-5 Amendment, the BAAQMD flagrantly ignored numerous mandatory requirements of Louisiana. On November 9, 2018, Plaintiff filed a motion to remand the matter back to state courtCalifornia Environmental Quality Act and the PBF Defendants filed a responseCalifornia Health and Safety Code; the BAAQMD’s adoption of the Rule 6-5 Amendment also violated California common law; and these failings render the Rule 6-5 Amendment ultra vires, illegal, and unenforceable. We held mandatory settlement conferences with the BAAQMD on November 30, 2018. OnOctober 27, 2021 and December 21, 2018, Plaintiff filed a motion for leave to file a reply memorandum and the reply memorandum was filed December 27, 2018. As this matter was recently filed, we cannot currently estimate the amount or the timing of its resolution.15, 2021. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.
We are subject to obligations to purchase RINs. On February 15, 2017, we received notification that EPA records indicated that PBF Holding used potentially invalid RINs that were in fact verified under EPA’s RIN Quality Assurance Program (“QAP”) by an independent auditor as QAP A RINs. Under the regulations use of potentially invalid QAP A RINs providedprovides the user with an affirmative defense from civil penalties provided certain conditions are met. We have asserted the affirmative defense and if accepted by EPA will not be required to replace these RINs and will not be subject to civil penalties under the program. It is reasonably possible that EPA will not accept our defense and may assess penalties in these matters, but any such amount is not expected to have a material impact on our financial position, results of operations, or cash flows.
ITEM 4. MINE SAFETY DISCLOSUREDISCLOSURES
None.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
We are a privately-owned company with no established public trading market for our membership units.
Holders
At December 31, 2018,February 25, 2022, 100% of our outstanding membership interests were held by PBF LLC. PBF Finance had 100 shares of common stock outstanding, all of which were held by us. None of the membership interests are publicly-traded, and none were issued or sold in 2018.2021.
Dividend and Distribution Policy
We are a holding company and all of our operations are conducted through our subsidiaries. We have no independent means of generating revenue other than through assets owned by our subsidiaries. In order for us to make any distributions, we will need to cause our subsidiaries to make distributions to us. We and our subsidiaries are generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of the limited liability company (with certain exceptions) exceed the fair value of its assets. As a result, we may be unable to obtain cash from our subsidiaries to satisfy our obligations and make distributions to PBF LLC.LLC, when necessary.
We paid $52.6$2.7 million in distributions to PBF LLC during the year ended December 31, 2018. PBF LLC used $39.5 million of this amount to fund a portion of four separate non-tax distributions of $0.30 per unit ($1.20 per unit in total) to its members totaling $141.3 million, of which $139.3 million was distributed to PBF Energy and the balance was distributed to PBF LLC’s other members. PBF Energy used this $139.3 million to pay four separate equivalent cash dividends of $0.30 per share of its Class A common stock on March 14, 2018, May 30, 2018, August 30, 2018 and November 30, 2018.2021.
ITEM 6. SELECTED FINANCIAL DATA
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| Year Ended December 31, | ||||||||||||||||||||
| 2018 | 2017 | 2016 | 2015 | 2014 | ||||||||||||||||
| Revenues | $ | 27,164,008 | $ | 21,772,478 | $ | 15,908,537 | $ | 13,123,929 | $ | 19,828,155 | ||||||||||
| Cost and expenses: | ||||||||||||||||||||
| Cost of products and other | 24,744,619 | 19,095,827 | 13,765,088 | 11,611,599 | 18,514,054 | |||||||||||||||
Operating expenses (excluding depreciation and amortization expense as reflected below) (1) | 1,654,749 | 1,626,440 | 1,390,135 | 887,651 | 878,607 | |||||||||||||||
| Depreciation and amortization expense | 329,709 | 254,271 | 204,005 | 181,422 | 165,413 | |||||||||||||||
| Cost of sales | 26,729,077 | 20,976,538 | 15,359,228 | 12,680,672 | 19,558,074 | |||||||||||||||
General and administrative expenses (excluding depreciation and amortization expense as reflected below) (1) (2) | 253,834 | 197,938 | 149,510 | 166,904 | 140,150 | |||||||||||||||
| Depreciation and amortization expense | 10,634 | 12,964 | 5,835 | 9,688 | 13,583 | |||||||||||||||
| Equity income in investee | (17,819 | ) | (14,565 | ) | (5,679 | ) | — | — | ||||||||||||
| (Gain) loss on sale of asset | (43,094 | ) | 1,458 | 11,374 | (1,004 | ) | (895 | ) | ||||||||||||
| Total cost and expenses | 26,932,632 | 21,174,333 | 15,520,268 | 12,856,260 | 19,710,912 | |||||||||||||||
| Income from operations | 231,376 | 598,145 | 388,269 | 267,669 | 117,243 | |||||||||||||||
| Other income (expense): | ||||||||||||||||||||
| Change in fair value of catalyst leases | 5,587 | (2,247 | ) | 1,422 | 10,184 | 3,969 | ||||||||||||||
| Debt extinguishment costs | — | (25,451 | ) | — | — | — | ||||||||||||||
| Interest expense, net | (127,129 | ) | (122,628 | ) | (129,536 | ) | (88,194 | ) | (98,001 | ) | ||||||||||
Other non-service components of net periodic benefit cost (1) | 1,109 | (1,402 | ) | (580 | ) | (1,717 | ) | (2,094 | ) | |||||||||||
| Income before income taxes | 110,943 | 446,417 | 259,575 | 187,942 | 21,117 | |||||||||||||||
| Income tax expense (benefit) | 7,999 | (10,783 | ) | 23,689 | 648 | — | ||||||||||||||
| Net Income | 102,944 | 457,200 | 235,886 | 187,294 | 21,117 | |||||||||||||||
| Less: net income attributable to noncontrolling interest | 44 | 95 | 269 | 274 | — | |||||||||||||||
| Net income attributable to PBF Holding Company LLC | $ | 102,900 | $ | 457,105 | $ | 235,617 | $ | 187,020 | $ | 21,117 | ||||||||||
| Balance sheet data (at end of period) : | ||||||||||||||||||||
| Total assets | $ | 7,213,476 | $ | 7,506,178 | $ | 6,566,897 | $ | 5,082,722 | $ | 4,013,762 | ||||||||||
Total debt (3) | 1,290,907 | 1,668,035 | 1,601,836 | 1,272,937 | 750,349 | |||||||||||||||
| Total equity | 3,529,707 | 3,184,102 | 2,588,933 | 1,821,284 | 1,630,516 | |||||||||||||||
| Other financial data : | ||||||||||||||||||||
Capital expenditures (4) | $ | 560,341 | $ | 642,913 | $ | 1,498,191 | $ | 979,481 | $ | 625,403 | ||||||||||
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following review of our results of operations and financial condition should be read in conjunction with “Item 1. Business”, “Item 1A. Risk Factors”, “Item 2. Properties”, “Item 6. Selected Financial Data,” and “Item 8. Financial Statements and Supplementary Data,”Data”, respectively, included in this Annual Report on Form 10-K.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains certain “forward-looking statements” of expected future developments that involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our strategies, objectives, intentions, resources and expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results.
Important factors that could cause actual results to differ materially from our expectations, which we refer to as “cautionary statements,” are disclosed under “Item 1A. Risk Factors,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report on Form 10-K. All forward-looking information in this Annual Report on Form 10-K and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:
•the effect of the COVID-19 pandemic, including resurgences and variants of the virus, as well as related governmental and consumer responses on our business, financial condition and results of operations;
•supply, demand, prices and other market conditions for our products, or crude oil, including volatility in commodity prices;prices, or constraints arising from federal, state or local governmental actions or environmental and/or social activists that reduce crude oil production or availability in the regions in which we operate our pipelines and facilities;
•the effectseffectiveness of competitionour crude oil sourcing strategies, including our crude by rail strategy and related commitments;
•our obligation to buy RINs and market risks related to the volatility in our markets;the price of RINs required to comply with the Renewable Fuel Standard and GHG emission credits required to comply with various GHG emission programs, such as AB 32;
•changes in currency exchange rates, interest rates and capital costs;
•our indebtedness;
•the impact of current and future laws, rulings and governmental regulations, including restrictions on the exploration and/or production of crude oil in the state of California, the implementation of rules and regulations regarding transportation of crude oil by rail or in response to the potential impacts of climate change, decarbonization and future energy transition;
•adverse impacts related to legislation by the federal government lifting the restrictions on exporting U.S. crude oil;
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•our ability to target and execute expense reduction measures and achieve opportunities to improve our liquidity, including continued repurchases of our outstanding debt securities or otherwise further reducing our debt, and/or potential sales of non-operating assets or other real property;
•political pressure and influence of environmental groups and other stakeholders on decisions and policies related to the refining and processing of crude oil and refined products, and the related adverse impacts from changes in our regulatory environment, such as the effects of compliance with AB 32, or from actions taken by environmental interest groups;
•the risk of cyber-attacks;
•our increased dependence on technology;
•the effects of competition in our markets;
•our ability to make acquisitions or investments, including in renewable diesel production and to realize the benefits from such acquisitions or investments;
•liabilities arising from recent acquisitions or investments, that are unforeseen or exceed our expectations;
•our expectations and timing with respect to our acquisition activity;
•adverse developments in our relationship with both our key employees and unionized employees;
•our substantial indebtedness, including the impact of potential downgrades to our corporate credit rating, secured notes and unsecured notes;
•changes in currency exchange rates, interest rates and capital costs;
•restrictive covenants in our indebtedness that may adversely affect our operational flexibility or ability to make distributions;
•counterparty credit and performance risk exposure related to our supply and inventory intermediation arrangements expose us to counterparty credit and performance risk;arrangement;
•termination of our Third Inventory Intermediation AgreementsAgreement with J. Aron, which is scheduled to expire in December 2024 and could have a material adverse effect on our liquidity, as we would be required to finance our crude oil, intermediate and refined products inventory covered by the agreements.agreement. Additionally, we are obligated to repurchase from J. Aron certain intermediates and finished products located at the Paulsboro and Delaware City refineries’ storage tanksJ. Aron Products upon termination of these agreements;the agreement;
•restrictive covenants in our indebtedness that may adversely affect our operational flexibility or ability to make distributions;
•the impact of disruptions to crude or feedstock supply to any of our refineries, including disruptions duerelated to problems at PBFX or with third-party logistics infrastructure or operations, including pipeline, marine and rail transportation;
•the impact of current and future laws, rulings and governmental regulations, including the implementation of rules and regulations regarding transportation of crude oil by rail;
We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Annual Report on Form 10-K may not in fact occur. Accordingly, investors should not place undue reliance on those statements.
Our forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Except as required by applicable law, including the securities laws of the United States, we do not intend to update or revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing.
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Executive Summary
Our business operations are conducted by our subsidiaries. We were formed in March 2008 to pursue the acquisitions of crude oil refineries and downstream assets in North America. We currently own and operate fivesix domestic oil refineries and related assets located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, New Orleans,Chalmette, Louisiana, Torrance, California and Torrance,Martinez, California. OurBased on current configuration (subsequent to the East Coast Refining Reconfiguration), our refineries have a combined processing capacity, known as throughput, of approximately 900,0001,000,000 bpd, and a weighted averageweighted-average Nelson Complexity Index of 12.2.13.2 based on current operating conditions. The complexity and throughput capacity of our refineries are subject to change dependent upon configuration changes we make to respond to market conditions as well as a result of investments made to improve our facilities and maintain compliance with environmental and governmental regulations. Our fivesix oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and are aggregated into one reportable segment.
Factors Affecting Comparability
Our results over the past three years have been affected by the following events, the understanding of which will aid in assessing the comparability of our period to period financial performance and financial condition.
COVID-19 and Market Developments
Debt and out of service as of December 31, 2018.
Senior Notes
During the year ended December 31, 2021, we made a number of open market repurchases of our 2028 Senior Notes and our 2025 Senior Notes that resulted in the extinguishment of $173.5 million in principal of the 2028 Senior Notes and $55.5 million in principal of the 2025 Senior Notes. Total cash consideration paid to repurchase the principal amount outstanding of the 2028 Senior Notes and the 2025 Senior Notes, excluding accrued interest, totaled $146.8 million and we recognized a $79.9 million gain on the extinguishment of debt during the year ended December 31, 2021.
On May 30, 2017,13, 2020, we issued $1.0 billion in aggregate principal amount of the initial 2025 Senior Secured Notes. The net proceeds from this offering were approximately $982.9 million after deducting the initial purchasers’ discount and PBF Financeoffering expenses. We used the net proceeds for general corporate purposes.
On December 21, 2020, we issued $725.0additional $250.0 million, in aggregate principal amount of the 2025 Senior Secured Notes. The net proceeds from this offering were approximately $245.7 million after deducting the initial purchasers’ discount and offering expenses. We used the net proceeds for general corporate purposes.
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On January 24, 2020, we issued $1.0 billion in aggregate principal amount of $711.6the 2028 Senior Notes. The net proceeds from this offering were approximately $987.0 million after deducting the initial purchasers’ discount and offering expenses. We used $517.5 million of the proceeds to fully redeem our 7.00% senior notes due 2023 (the “2023 Senior Notes”) and the balance to fund a portion of the cash tender offer (the “Tender Offer”)consideration for any andMartinez Acquisition (as defined below).
On February 14, 2020, we exercised our rights under the indenture governing the 2023 Senior Notes to redeem all of the outstanding 8.25% senior secured notes due 2020 (the “20202023 Senior Secured Notes”), to payNotes at a price of 103.5% of the related redemption price andaggregate principal amount thereof plus accrued and unpaid interestinterest. The aggregate redemption price for any 2020all 2023 Senior Secured Notes that remained outstanding afterapproximated $517.5 million plus accrued and unpaid interest. The difference between the completioncarrying value of the Tender Offer,2023 Senior Notes on the date they were redeemed and the amount for which they were redeemed was $22.2 million and has been classified as Loss on extinguishment of debt in the Consolidated Statements of Operations for the year ending December 31, 2020.
Catalyst Financing Obligations
In September and October 2021, we settled certain precious metal financing arrangements, resulting in a reduction to debt of approximately $31.7 million.
On September 25, 2020, we closed on agreements to sell a portion of our precious metals catalyst to certain major commercial banks for approximately $51.9 million and subsequently leased the catalyst back. The precious metals financing arrangements cover a portion of the catalyst used in our East Coast Refining System, Martinez and Toledo refineries.
The volumes of the precious metal catalyst and the interest rates are fixed over the term of each financing arrangement. We are obligated to repurchase the precious metals catalyst at fair market value upon expiration of these leases. For all leases not renewed at maturity, we have the ability and intent to finance such debt through availability under our Revolving Credit Facility.
PBF Holding Revolving Credit Facility
During the year ended December 31, 2020, we used advances under our Revolving Credit Facility to fund a portion of the Martinez Acquisition (as defined below) and for other general corporate purposes. As described in
The outstanding borrowings under the Revolving Credit Facility as of December 31, 2021 and December 31, 2020 were $900.0 million.
Refer to “Note 89 - Credit FacilityFacilities and Debt” of our Notes to Consolidated Financial Statements, upon the satisfaction and discharge of the 2020 Senior Secured Notes in connection with the closing of the Tender Offer and the redemption, the 2023 Senior Notes became unsecured and certain covenants were modified, as provided for in the indenture governing the 2023 Senior Notes and related documents.further information.
On December 22, 2016, PBF Rail Logistics Company LLC (“PBF Rail”) entered into a $35.030, 2020 and August 1, 2019, we closed on third-party sales of parcels of real property acquired as part of the Torrance refinery, but not part of the refinery itself. The sales resulted in gains of approximately $8.1 million term loan (the “PBF Rail Term Loan”) with a bank previously party toand $33.1 million in the Rail Facility. The PBF Rail Term Loan amortizes monthly over its five-year termfourth quarter of 2020 and bears interestthird quarter of 2019, respectively, included within Gain on sale of assets in the Consolidated Statements of Operations.
East Coast Refining Reconfiguration
On December 31, 2020, we completed the East Coast Refining Reconfiguration. As part of the reconfiguration process, we temporarily idled certain of our major processing units at the one month LIBOR plusPaulsboro refinery, resulting in lower overall throughput and inventory levels in addition to decreases in capital and operating costs. Based on this reconfiguration, our East Coast throughput capacity currently approximates 285,000 barrels per day.
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Turnaround Costs and Assets under Construction
As of December 31, 2020, we accelerated the margin as definedrecognition of approximately $56.2 million of unamortized deferred turnaround amortization costs associated with these idled units. Additionally, we abandoned certain projects related to assets under construction related to these idled assets, resulting in an impairment charge of approximately $11.9 million in the agreement governingfourth quarter of 2020.
Capital Project Abandonments
In connection with our ongoing strategic initiative to address the PBF Rail Term Loan (the “Rail Credit Agreement”). As security for the PBF Rail Term Loan, PBF Rail pledged, among other things, (i) certain Eligible Railcars (ii) the Debt Service Reserve Account (as definedCOVID-19 pandemic, including our East Coast Refining Reconfiguration, we reassessed our refinery wide slate of capital projects that were either in the Rail Credit Agreement); and (iii) our member interest in PBF Rail. Additionally, the Rail Credit Agreement contains customary terms, events of default and covenants for transactions of this nature. PBF Rail may at any time repay the PBF Rail Term Loan without penalty in the event that railcars collateralizing the loan are sold, scrappedprocess or otherwise removed from the collateral pool.
Severance Costs
Following the onset of the COVID-19 pandemic, we implemented a number of cost reduction initiatives to strengthen our financial flexibility and rationalize overhead expenses, including workforce reduction. During the second quarter of 2020, we reduced headcount across our refineries, which resulted in approximately $12.9 million of severance related costs. Additionally, as a result of the East Coast Refining Reconfiguration, we incurred charges in the fourth quarter of 2020 of approximately $11.8 million of severance related expenses. These severance costs were included in general and administrative expenses.
Early Return of Railcars
In the fourth quarter of 2020 we agreed to voluntarily return a portion of railcars under an operating lease in order to rationalize certain components of our railcar fleet. Under the terms of the lease amendment, we agreed to pay amounts in lieu of satisfaction of return conditions (the “early termination penalty”). As a result, we recognized an expense of $12.5 million within Cost of sales, consisting of charges for the early termination penalty and charges related to the remaining lease payments associated with the railcars identified within the amended lease, all of which were idled and out of service as of December 31, 2017, respectively.2020.
Sale of Hydrogen Plants
On April 17, 2020, we closed on the sale of five hydrogen plants to Air Products and Chemicals, Inc. (“Air Products”) in a sale-leaseback transaction for gross cash proceeds of $530.0 million and recognized a gain of $471.1 million. In connection with the sale, we entered into a transition services agreement, which was followed by the execution of long-term supply agreements in August 2020, through which Air Products will exclusively supply hydrogen, steam, carbon dioxide and other products to the Martinez, Torrance and Delaware City refineries for a term of fifteen years.
Martinez Acquisition
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The Martinez refinery is located on an 860-acre site in the City of Martinez, 30 miles northeast of San Francisco, California. The refinery is a high-conversion 157,000 bpd, dual-coking facility with a Nelson Complexity Index of 16.1, making it one of the most complex refineries in the United States. The facility is strategically positioned in Northern California and provides for operating and commercial synergies with the Torrance refinery located in Southern California. In addition to refining assets, the Martinez Acquisition includes a number of high-quality onsite logistics assets including a deep-water marine facility, product distribution terminals and refinery crude and product storage facilities with approximately 8.8 million barrels of shell capacity.
Inventory Intermediation AgreementsAgreement
On certain dates subsequent to the inception of the Inventory Intermediation Agreements,October 25, 2021, we and our subsidiaries, DCR and PRC,the PBF Entities, entered into amendmentsthe Third Inventory Intermediation Agreement with J. Aron, pursuant to which certainthe terms of the Inventory Intermediation Agreementsexisting inventory intermediation agreements were amended and restated in their entirety, including, among other things, pricing and an extension of the term.terms. The most recent of these was on September 8, 2017 whichThird Inventory Intermediation Agreement extends the term of the Inventory Intermediation Agreement relating to DCR and PRC to July 1, 2019 and December 31, 2019, respectively,2024, which termsterm may be further extended by mutual consent of the parties to July 1, 2020 and December 31, 2020, respectively.2025.
Pursuant to eachthe Third Inventory Intermediation Agreement, J. Aron continueswill continue to purchase and hold title to the J. Aron Products purchased or produced by the Refineries and delivered into tanks at the Refineries.Storage Tanks. Furthermore, J. Aron agrees to sell the J. Aron Products back to PRC and DCR (and, at the Refinerieselection of the PBF Entities, Chalmette Refining) as the J. Aron Products are discharged out of the Refineries’ tanks.Storage Tanks. We exercised our right to include the Chalmette refinery under the Third Inventory Intermediation Agreement in November 2021. J. Aron has the right to store the J. Aron Products purchased in tanks under the Third Inventory Intermediation AgreementsAgreement and will retain these storage rights for the term of the agreements.agreement. We continueintend to utilize the crude oil and will market and sell the Productsrefined products independently to third parties.
Renewable Fuels Standard
We are subject to obligations to purchase RINs required to comply with the Renewable Fuels Standard. Our overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA. To the degree we are unable to blend the required amount of biofuels to satisfy our RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. We record our RINs obligation on a net basis in Accrued expenses when our RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. We incurred approximately $143.9$726.0 million in RINs costs during the year ended December 31, 20182021 as compared to $293.7$326.4 million and $347.5$122.7 million during the years ended December 31, 20172020 and 2016,2019, respectively. The fluctuations in RINs costs are due primarily to volatility in prices for ethanol-linked RINs and increases in our production of on-road transportation fuels since 2012. Our RINs purchase obligation is dependent on our actual shipment of on-road transportation fuels domestically and the amount of blending achieved.
Agreements with PBFX
PBFX is a fee-based, growth-oriented, publicly-traded Delaware MLP formed by our indirect parent company, PBF Energy, to own or lease, operate, develop and acquire crude oil, and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBFX engages in the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates from sources located throughout the United States and Canada for us in support of certain of our refineries, as well as for third-party customers.
Beginning with the completion of the PBFX Offering, we have entered into a series of agreements with PBFX, including contribution, commercial and operational agreements. Each of these agreements and their impact to our operations is described in “Item 1. Business” and “Note 1011 - Related Party Transactions” of our Notes to Consolidated Financial Statements.
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A summary of our affiliate transactions with PBFX is as follows (in thousands)millions):
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||||||||
| 2018 | 2017 | 2016 | 2021 | 2020 | 2019 | |||||||||||||||||||||||||||
| Reimbursements under affiliate agreements: | Reimbursements under affiliate agreements: | |||||||||||||||||||||||||||||||
| Services Agreement | $ | 7,477 | $ | 6,626 | $ | 5,121 | Services Agreement | $ | 8.7 | $ | 8.7 | $ | 8.6 | |||||||||||||||||||
| Omnibus Agreement | 7,468 | 6,899 | 4,805 | Omnibus Agreement | 7.3 | 7.6 | 7.7 | |||||||||||||||||||||||||
| Total expenses under affiliate agreements | 259,426 | 240,654 | 175,448 | Total expenses under affiliate agreements | 304.1 | 289.4 | 300.9 | |||||||||||||||||||||||||
Factors Affecting Operating Results
Overview
Our earnings and cash flows from operations are primarily affected by the relationship between refined product prices and the prices for crude oil and other feedstocks. The cost to acquire crude oil and other feedstocks and the price of refined petroleum products ultimately sold depends on numerous factors beyond our control, including the supply of, and demand for, crude oil, gasoline, diesel and other refined petroleum products, which, in turn, depend on, among other factors, changes in global and regional economies, weather conditions, global and regional political affairs, production levels, the availability of imports, the marketing of competitive fuels, pipeline capacity, prevailing exchange rates and the extent of government regulation. Our revenue and income from operations fluctuate significantly with movements in industry refined petroleum product prices, our materials cost fluctuate significantly with movements in crude oil prices and our other operating expenses fluctuate with movements in the price of energy to meet the power needs of our refineries. In addition, the effect of changes in crude oil prices on our operating results is influenced by how the prices of refined products adjust to reflect such changes.
Crude oil and other feedstock costs and the prices of refined petroleum products have historically been subject to wide fluctuation. Expansion and upgrading of existing facilities and installation of additional refinery distillation or conversion capacity, price volatility, governmental regulations, international political and economic developments and other factors beyond our control are likely to continue to play an important role in refining industry economics. These factors can impact, among other things, the level of inventories in the market, resulting in price volatility and a reduction or increase in product margins. Moreover, the industry typically experiences seasonal fluctuations in demand for refined petroleum products, such as for gasoline and diesel, during the summer driving season and for home heating oil during the winter.
Benchmark Refining Margins
In assessing our operating performance, we compare the refining margins (revenue less materials cost) of each of our refineries against a specific benchmark industry refining margin based on crack spreads. Benchmark refining margins take into account both crude and refined petroleum product prices. When these prices are combined in a formula they provide a single value—a gross margin per barrel—that, when multiplied by throughput, provides an approximation of the gross margin generated by refining activities.
The performance of our East Coast refineries generally follows the Dated Brent (NYH) 2-1-1 benchmark refining margin. Our Toledo refinery generally follows the WTI (Chicago) 4-3-1 benchmark refining margin. Our Chalmette refinery generally follows the LLS (Gulf Coast) 2-1-1 benchmark refining margin. Our Torrance refinery generally follows the ANS (West Coast) 4-3-1 benchmark refining margin.
Our Martinez refinery generally follows the ANS (West Coast) 3-2-1 benchmark refining margin.
While the benchmark refinery margins presented below under “Results of Operations—Market Indicators” are representative of the results of our refineries, each refinery’s realized gross margin on a per barrel basis will differ from the benchmark due to a variety of factors affecting the performance of the relevant refinery to its corresponding benchmark. These factors include the refinery’s actual type of crude oil
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throughput, product yield differentials and any other factors not reflected in the benchmark refining margins, such as transportation costs, storage costs, credit fees, fuel consumed during production and any product premiums or discounts, as well as inventory fluctuations, timing of crude oil and other feedstock purchases, a rising or declining crude and product pricing environment and commodity price management activities. As discussed in more detail below, each of our refineries, depending on market conditions, has certain feedstock-cost and product-value advantages and disadvantages as compared to the refinery’s relevant benchmark.
Credit Risk Management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to us. Our exposure to credit risk is reflected in the carrying amount of the receivables that are presented in our consolidated balance sheet.Consolidated Balance Sheets. To minimize credit risk, all customers are subject to extensive credit verification procedures and extensions of credit above defined thresholds are to be approved by the senior management. Our intention is to trade only with recognized creditworthy third parties. In addition, receivable balances are monitored on an ongoing basis. We also limit the risk of bad debtdebts by obtaining security such as guarantees or letters of credit.
We continually monitor our market risk exposure, including the impact and developments related to the COVID-19 pandemic and the related governmental and consumer responses which have introduced significant volatility in the financial markets.
Other Factors
We currently source our crude oil for our refineries on a global basis through a combination of market purchases and short-term purchase contracts, and through our crude oil supply agreements. We believe purchases based on market pricing has given us flexibility in obtaining crude oil at lower prices and on a more accurate “as needed” basis. Since our Paulsboro and Delaware CityEast Coast refineries access their crude slates from the Delaware River via ship or barge and through our rail facilities at Delaware City, these refineries have the flexibility to purchase crude oils from the Mid-Continent and Western Canada, as well as a number of different countries. We have not sourced crude oil under our crude supply arrangement with PDVSAPetróleos de Venezuela S.A. (“PDVSA”) since the third quarter of 2017 as PDVSA has suspended deliveries due to our inability to agree to mutually acceptable payment terms.terms and because of U.S. government sanctions against PDVSA.
Our operating cost structure is also important to our profitability. Major operating costs include costs relating to employees and contract labor, energy, maintenance and environmental compliance and emission control regulations, including the cost of RINs required for compliance with the Renewable Fuels Standard. The predominant variable cost is energy, in particular, the price of utilities, natural gas and electricity.
Our operating results are also affected by the reliability of our refinery operations. Unplanned downtime of our refinery assets generally results in lost margin opportunity and increased maintenance expense. The financial impact of planned downtime, such as major turnaround maintenance, is managed through a planning process that considers such things as the margin environment, the availability of resources to perform the needed maintenance and feed logistics, whereas unplanned downtime does not afford us this opportunity.
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Furthermore, during 2020 our operating results were negatively impacted by the ongoing COVID-19 pandemic which has caused a significant decline in the demand for our refined products and a decrease in the prices for crude oil and refined products, both of which have negatively impacted our revenues, cost of sales and operating income.
Refinery-Specific Information
The following section includes refinery-specific information related to our operations, crude oil differentials, ancillary costs, and local premiums and discounts.
The Delaware City refinery’sEast Coast Refining System’s realized gross margin on a per barrel basis has historically differedis projected to differ from the Dated Brent (NYH) 2-1-1 benchmark refining margin due to the following factors:
•the Delaware City refinerysystem processes a slate of primarily medium and heavy sour crude oils, which has constituted approximately 55%60% to 65%70% of total throughput. The remaining throughput consists of sweet crude oil and other feedstocks and blendstocks. In addition, we have the capability to process a significant volume of light, sweet crude oil depending on market conditions. Our total throughput costs have historically priced at a discount to Dated Brent; and
•as a result of the heavy, sour crude slate processed at Delaware City,our East Coast Refining System, we produce lower value products including sulfur, carbon dioxide and petroleum coke. These products are priced at a significant discount to RBOB and ULSD.
•the Paulsboro refinery produces Group I lubricants which carry a premium sales price to RBOB and ULSD.ULSD and the black oil is sold as asphalt which may be sold at a premium or discount to Dated Brent based on the market.
Toledo Refinery. The benchmark refining margin for the Toledo refinery is calculated by assuming that four barrels of WTI crude oil are converted into three barrels of gasoline, one-half barrel of ULSD and one-half barrel of jet fuel. We calculate this refining margin using the Chicago market values of conventional blendstock for oxygenate blending (“CBOB”)CBOB and ULSD and the United States Gulf Coast value of jet fuel against the market value of WTI crude oil and refer to this benchmark as the WTI (Chicago) 4-3-1 benchmark refining margin. Our Toledo refinery has a product slate of approximately 55%56% gasoline, 33%30% distillate, 5% high-value petrochemicals (including nonene, tetramer, benzene, xylene and toluene) with the remaining portion of the product slate comprised of lower-value products (4%(5% LPGs, 2% black oil and 3%2% other). For this reason, we believe the WTI (Chicago) 4-3-1 is an appropriate benchmark industry refining margin. The majority of Toledo revenues are generated off Chicago-based market prices.
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The Toledo refinery’s realized gross margin on a per barrel basis has historically differed from the WTI (Chicago) 4-3-1 benchmark refining margin due to the following factors:
•the Toledo refinery processes a slate of domestic sweet and Canadian synthetic crude oil. Historically, Toledo’s blended average crude costs have differed from the market value of WTI crude oil;
•the Toledo refinery configuration enables it to produce more barrels of product than throughput which generates a pricing benefit; and
•the Toledo refinery generates a pricing benefit on some of its refined products, primarily its petrochemicals.
Chalmette Refinery. The benchmark refining margin for the Chalmette refinery is calculated by assuming two barrels of Light Louisiana Sweet (“LLS”)LLS crude oil are converted into one barrel of gasoline and one barrel of diesel. We calculate this benchmark using the US Gulf Coast market value of 87 conventional gasoline and ULSD against the market value of LLS and refer to this benchmark as the LLS (Gulf Coast) 2-1-1 benchmark refining margin. Our Chalmette refinery has a product slate of approximately 50%45% gasoline and 30%33% distillate, 2% high-value petrochemicals with the remaining portion of the product slate comprised of lower-value products (10%(8% black oil, 5% LPGs, 4% petroleum coke 3% LPGs and 3% other). For this reason, we believe the LLS (Gulf Coast) 2-1-1 is an appropriate benchmark industry refining margin. The majority of Chalmette revenues are generated off Gulf Coast-based market prices.
The Chalmette refinery’s realized gross margin on a per barrel basis has historically differed from the LLS (USGC)(Gulf Coast) 2-1-1 benchmark refining margin due to the following factors:
•the Chalmette refinery has generally processed a slate of primarily medium and heavy sour crude oils, which has historically constituted approximately 55%50% to 65%75% of total throughput. The remaining throughput consists of sweet crude oil and other feedstocks and blendstocks; and
•as a result of the heavy, sour crude slate processed at Chalmette, we produce lower-value products including sulfur and petroleum coke. These products are priced at a significant discount to 87 conventional gasoline and ULSD.
The PRL (pre-treater, reformer, light ends) project was completed in 2017 which has increased high-octane, ultra-low sulfur reformate and chemicals production. The new crude oil tank was also commissioned in 2017 and is allowing additional gasoline and diesel exports, reduced RINs compliance costs and lower crude ship demurrage costs.
Additionally, we are in the process of restarting our idled 12,000 barrel per day coker unit was restarted in the fourth quarter of 2019 to increase the refinery’s long-term feedstock flexibility and to be better positioned tocapture the potential benefit from potential dislocations in the price for heavy and high-sulfur feedstocks. The unit is expected to be in service by the end of 2019 and will increasehas increased the refinery’s total coking capacity to approximately 42,00040,000 barrels per day.
Torrance Refinery. The benchmark refining margin for the Torrance refinery is calculated by assuming that four barrels of Alaskan North Slope (“ANS”)ANS crude oil are converted into three barrels of gasoline, one-half barrel of diesel and one-half barrel of jet fuel. We calculate this benchmark using the West Coast Los Angeles market value of California reformulated blendstock for oxygenate blending (CARBOB)(“CARBOB”), California Air Resources Board (CARB)CARB diesel and jet fuel and refer to the benchmark as the ANS (WCLA)(West Coast) 4-3-1 benchmark refining margin. Our Torrance refinery has a product slate of approximately 60%63% gasoline and 26%21% distillate with the remaining portion of the product slate comprised of lower-value products (9% petroleum coke, 2%(3% LPG, 2%3% black oil and 1%10% other). For this reason, we believe the ANS (West Coast) 4-3-1 is an appropriate benchmark industry refining margin. The majority of Torrance revenues are generated off West Coast Los Angeles-based market prices.
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The Torrance refinery’s realized gross margin on a per barrel basis has historically differed from the ANS (WCLA)(West Coast) 4-3-1 benchmark refining margin due to the following factors:
•the Torrance refinery has generally processed a slate of primarily heavy sour crude oils, which has historically constituted approximately 80% to 90% of total throughput. The Torrance crude slate has the lowest API gravity (typically an American Petroleum Institute (“API”)API gravity of less than 20 degrees) of all of our refineries. The remaining throughput consists of other feedstocks and blendstocks; and
•as a result of the heavy, sour crude slate processed at Torrance, we produce lower-value products including petroleum coke and sulfur. These products are priced at a significant discount to gasoline and diesel.
Martinez Refinery. The benchmark refining margin for the Martinez refinery is calculated by assuming that three barrels of ANS crude oil are converted into two barrels of gasoline, one-quarter barrel of diesel and three-quarter barrel of jet fuel. We calculate this benchmark using the West Coast San Francisco market value of CARBOB, CARB diesel and jet fuel and refer to the benchmark as the ANS (West Coast) 3-2-1 benchmark refining margin. Our Martinez refinery has a product slate of approximately 60% gasoline and 30% distillate with the remaining portion of the product slate comprised of lower-value products (4% petroleum coke, 4% LPG and 2% other). For this reason, we believe the ANS (West Coast) 3-2-1 is an appropriate benchmark industry refining margin. The majority of Martinez revenues are generated off West Coast San Francisco-based market prices.
The Martinez refinery’s realized gross margin on a per barrel basis has historically differed from the ANS (West Coast) 4-3-1 benchmark refining margin due to the following factors:
•the Martinez refinery has generally processed a slate of primarily heavy sour crude oils, which has historically constituted approximately 80% to 90% of total throughput. The remaining throughput consists of other feedstocks and blendstocks; and
•as a result of the heavy, sour crude slate processed at Martinez, we produce lower-value products including petroleum coke and sulfur. These products are priced at a significant discount to gasoline and CARB diesel.
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Results of Operations
The following tables reflect our consolidated financial and operating highlights for the years ended December 31, 2018, 20172021, 2020 and 20162019 (amounts in thousands)millions, unless otherwise noted).
| Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||
| 2018 | 2017 | 2016 | 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||
| Revenues | $ | 27,164,008 | $ | 21,772,478 | $ | 15,908,537 | Revenues | $ | 27,202.0 | $ | 15,045.0 | $ | 24,468.9 | ||||||||||||||||||||||||||||
| Cost and expenses: | Cost and expenses: | ||||||||||||||||||||||||||||||||||||||||
| Cost of products and other | 24,744,619 | 19,095,827 | 13,765,088 | Cost of products and other | 24,114.3 | 14,548.2 | 21,667.7 | ||||||||||||||||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization expense as reflected below) | 1,654,749 | 1,626,440 | 1,390,135 | Operating expenses (excluding depreciation and amortization expense as reflected below) | 1,999.1 | 1,835.2 | 1,684.3 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense | 329,709 | 254,271 | 204,005 | Depreciation and amortization expense | 415.7 | 498.0 | 386.7 | ||||||||||||||||||||||||||||||||||
| Cost of sales | 26,729,077 | 20,976,538 | 15,359,228 | Cost of sales | 26,529.1 | 16,881.4 | 23,738.7 | ||||||||||||||||||||||||||||||||||
| General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 253,834 | 197,938 | 149,510 | General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 226.4 | 229.0 | 258.7 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense | 10,634 | 12,964 | 5,835 | Depreciation and amortization expense | 13.3 | 11.3 | 10.8 | ||||||||||||||||||||||||||||||||||
| Change in fair value of contingent consideration | Change in fair value of contingent consideration | 29.4 | (79.3) | — | |||||||||||||||||||||||||||||||||||||
| Impairment expense | Impairment expense | — | 91.8 | — | |||||||||||||||||||||||||||||||||||||
| Equity income in investee | (17,819 | ) | (14,565 | ) | (5,679 | ) | Equity income in investee | — | — | (7.9) | |||||||||||||||||||||||||||||||
| (Gain) loss on sale of assets | (43,094 | ) | 1,458 | 11,374 | |||||||||||||||||||||||||||||||||||||
| Gain on sale of assets | Gain on sale of assets | (0.2) | (477.8) | (29.9) | |||||||||||||||||||||||||||||||||||||
| Total cost and expenses | 26,932,632 | 21,174,333 | 15,520,268 | Total cost and expenses | 26,798.0 | 16,656.4 | 23,970.4 | ||||||||||||||||||||||||||||||||||
| Income from operations | 231,376 | 598,145 | 388,269 | ||||||||||||||||||||||||||||||||||||||
| Income (loss) from operations | Income (loss) from operations | 404.0 | (1,611.4) | 498.5 | |||||||||||||||||||||||||||||||||||||
| Other income (expense): | Other income (expense): | ||||||||||||||||||||||||||||||||||||||||
| Change in fair value of catalyst leases | 5,587 | (2,247 | ) | 1,422 | |||||||||||||||||||||||||||||||||||||
| Debt extinguishment costs | — | (25,451 | ) | — | |||||||||||||||||||||||||||||||||||||
| Interest expense, net | (127,129 | ) | (122,628 | ) | (129,536 | ) | Interest expense, net | (275.1) | (210.3) | (108.7) | |||||||||||||||||||||||||||||||
| Change in fair value of catalyst obligations | Change in fair value of catalyst obligations | 8.5 | (11.8) | (9.7) | |||||||||||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | Gain (loss) on extinguishment of debt | 79.9 | (22.2) | — | |||||||||||||||||||||||||||||||||||||
| Other non-service components of net periodic benefit cost | 1,109 | (1,402 | ) | (580 | ) | Other non-service components of net periodic benefit cost | 7.8 | 4.3 | (0.2) | ||||||||||||||||||||||||||||||||
| Income before income taxes | 110,943 | 446,417 | 259,575 | ||||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 7,999 | (10,783 | ) | 23,689 | |||||||||||||||||||||||||||||||||||||
| Net income | 102,944 | 457,200 | 235,886 | ||||||||||||||||||||||||||||||||||||||
| Less: net income attributable to noncontrolling interests | 44 | 95 | 269 | ||||||||||||||||||||||||||||||||||||||
| Net income attributable to PBF Holding Company LLC | $ | 102,900 | $ | 457,105 | $ | 235,617 | |||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | Income (loss) before income taxes | 225.1 | (1,851.4) | 379.9 | |||||||||||||||||||||||||||||||||||||
| Income tax (benefit) expense | Income tax (benefit) expense | (14.0) | 6.1 | (8.3) | |||||||||||||||||||||||||||||||||||||
| Net income (loss) | Net income (loss) | 239.1 | (1,857.5) | 388.2 | |||||||||||||||||||||||||||||||||||||
| Less: net income (loss) attributable to noncontrolling interests | Less: net income (loss) attributable to noncontrolling interests | 2.3 | (0.3) | — | |||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to PBF Holding Company LLC | Net income (loss) attributable to PBF Holding Company LLC | $ | 236.8 | $ | (1,857.2) | $ | 388.2 | ||||||||||||||||||||||||||||||||||
| Consolidated gross margin | $ | 434,931 | $ | 795,940 | $ | 549,309 | Consolidated gross margin | $ | 672.9 | $ | (1,836.4) | $ | 730.2 | ||||||||||||||||||||||||||||
Gross refining margin (1) | 2,419,389 | 2,676,651 | 2,143,449 | Gross refining margin (1) | 3,087.7 | 496.8 | 2,801.2 | ||||||||||||||||||||||||||||||||||
——————————
(1)See Non-GAAP Financial Measures.
63
Operating Highlights
| Year Ended December 31, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Key Operating Information | ||||||||||||||||||||
| Production (bpd in thousands) | 852.2 | 737.1 | 825.2 | |||||||||||||||||
| Crude oil and feedstocks throughput (bpd in thousands) | 834.5 | 727.7 | 823.1 | |||||||||||||||||
| Total crude oil and feedstocks throughput (millions of barrels) | 304.6 | 266.3 | 300.4 | |||||||||||||||||
| Consolidated gross margin per barrel of throughput | $ | 2.22 | $ | (6.90) | $ | 2.44 | ||||||||||||||
Gross refining margin, excluding special items, per barrel of throughput (1) | $ | 7.94 | $ | 3.23 | $ | 8.51 | ||||||||||||||
| Refinery operating expense, per barrel of throughput | $ | 6.56 | $ | 6.89 | $ | 5.61 | ||||||||||||||
Crude and feedstocks (% of total throughput) (2) | ||||||||||||||||||||
| Heavy | 34 | % | 42 | % | 32 | % | ||||||||||||||
| Medium | 31 | % | 26 | % | 28 | % | ||||||||||||||
| Light | 18 | % | 17 | % | 26 | % | ||||||||||||||
| Other feedstocks and blends | 17 | % | 15 | % | 14 | % | ||||||||||||||
| Total throughput | 100 | % | 100 | % | 100 | % | ||||||||||||||
| Yield (% of total throughput) | ||||||||||||||||||||
| Gasoline and gasoline blendstocks | 53 | % | 51 | % | 49 | % | ||||||||||||||
| Distillates and distillate blendstocks | 30 | % | 30 | % | 32 | % | ||||||||||||||
| Lubes | 1 | % | 1 | % | 1 | % | ||||||||||||||
| Chemicals | 2 | % | 1 | % | 2 | % | ||||||||||||||
| Other | 16 | % | 18 | % | 16 | % | ||||||||||||||
| Total yield | 102 | % | 101 | % | 100 | % | ||||||||||||||
| _________________ | ||||||||||||||||||||
(1) See Non-GAAP Financial Measures. | ||||||||||||||||||||
(2) We define heavy crude oil as crude oil with an API gravity of less than 24 degrees. We define medium crude oil as crude oil with an API gravity between 24 and 35 degrees. We define light crude oil as crude oil with an API gravity higher than 35 degrees. | ||||||||||||||||||||
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| Year Ended December 31, | ||||||||||||
| 2018 | 2017 | 2016 | ||||||||||
| Key Operating Information | ||||||||||||
| Production (bpd in thousands) | 854.5 | 802.9 | 734.3 | |||||||||
| Crude oil and feedstocks throughput (bpd in thousands) | 849.7 | 807.4 | 727.7 | |||||||||
| Total crude oil and feedstocks throughput (millions of barrels) | 310.0 | 294.7 | 266.4 | |||||||||
| Consolidated gross margin per barrel of throughput | $ | 1.39 | $ | 2.70 | $ | 2.06 | ||||||
Gross refining margin, excluding special items, per barrel of throughput (1) | $ | 9.09 | $ | 8.08 | $ | 6.09 | ||||||
| Refinery operating expense, per barrel of throughput | $ | 5.34 | $ | 5.52 | $ | 5.22 | ||||||
Crude and feedstocks (% of total throughput) (2) | ||||||||||||
| Heavy | 36 | % | 34 | % | 26 | % | ||||||
| Medium | 30 | % | 30 | % | 37 | % | ||||||
| Light | 21 | % | 21 | % | 25 | % | ||||||
| Other feedstocks and blends | 13 | % | 15 | % | 12 | % | ||||||
| Total throughput | 100 | % | 100 | % | 100 | % | ||||||
| Yield (% of total throughput) | ||||||||||||
| Gasoline and gasoline blendstocks | 50 | % | 50 | % | 50 | % | ||||||
| Distillates and distillate blendstocks | 32 | % | 30 | % | 31 | % | ||||||
| Lubes | 1 | % | 1 | % | 1 | % | ||||||
| Chemicals | 2 | % | 2 | % | 3 | % | ||||||
| Other | 16 | % | 16 | % | 15 | % | ||||||
| Total yield | 101 | % | 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. | ||||||||||||
The table below summarizes certain market indicators relating to our operating results as reported by Platts.Platts, a division of The McGraw-Hill Companies.
| Year Ended December 31, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| (dollars per barrel, except as noted) | ||||||||||||||||||||
| Dated Brent crude oil | $ | 70.89 | $ | 41.62 | $ | 64.34 | ||||||||||||||
| West Texas Intermediate (WTI) crude oil | $ | 68.10 | $ | 39.25 | $ | 57.03 | ||||||||||||||
| Light Louisiana Sweet (LLS) crude oil | $ | 69.59 | $ | 41.13 | $ | 62.67 | ||||||||||||||
| Alaska North Slope (ANS) crude oil | $ | 70.56 | $ | 42.20 | $ | 65.00 | ||||||||||||||
| Crack Spreads | ||||||||||||||||||||
| Dated Brent (NYH) 2-1-1 | $ | 16.84 | $ | 9.11 | $ | 12.68 | ||||||||||||||
| WTI (Chicago) 4-3-1 | $ | 16.34 | $ | 6.30 | $ | 15.25 | ||||||||||||||
| LLS (Gulf Coast) 2-1-1 | $ | 16.03 | $ | 7.59 | $ | 12.43 | ||||||||||||||
| ANS (West Coast-LA) 4-3-1 | $ | 20.10 | $ | 11.30 | $ | 18.46 | ||||||||||||||
| ANS (West Coast-SF) 3-2-1 | $ | 20.55 | $ | 9.99 | $ | 17.16 | ||||||||||||||
| Crude Oil Differentials | ||||||||||||||||||||
| Dated Brent (foreign) less WTI | $ | 2.80 | $ | 2.37 | $ | 7.31 | ||||||||||||||
| Dated Brent less Maya (heavy, sour) | $ | 6.47 | $ | 5.37 | $ | 6.76 | ||||||||||||||
| Dated Brent less WTS (sour) | $ | 2.63 | $ | 2.33 | $ | 8.09 | ||||||||||||||
| Dated Brent less ASCI (sour) | $ | 3.90 | $ | 1.81 | $ | 3.73 | ||||||||||||||
| WTI less WCS (heavy, sour) | $ | 14.19 | $ | 10.72 | $ | 13.61 | ||||||||||||||
| WTI less Bakken (light, sweet) | $ | (0.14) | $ | 2.41 | $ | 0.66 | ||||||||||||||
| WTI less Syncrude (light, sweet) | $ | 2.25 | $ | 2.13 | $ | 0.18 | ||||||||||||||
| WTI less LLS (light, sweet) | $ | (1.50) | $ | (1.88) | $ | (5.64) | ||||||||||||||
| WTI less ANS (light, sweet) | $ | (2.46) | $ | (2.95) | $ | (7.97) | ||||||||||||||
| Natural gas (dollars per MMBTU) | $ | 3.73 | $ | 2.13 | $ | 2.53 | ||||||||||||||
| Year Ended December 31, | ||||||||||||
| 2018 | 2017 | 2016 | ||||||||||
| (dollars per barrel, except as noted) | ||||||||||||
| Dated Brent crude oil | $ | 71.34 | $ | 54.18 | $ | 43.91 | ||||||
| West Texas Intermediate (WTI) crude oil | $ | 65.20 | $ | 50.79 | $ | 43.34 | ||||||
| Light Louisiana Sweet (LLS) crude oil | $ | 70.23 | $ | 54.02 | $ | 45.03 | ||||||
| Alaska North Slope (ANS) crude oil | $ | 71.54 | $ | 54.43 | $ | 43.67 | ||||||
| Crack Spreads | ||||||||||||
| Dated Brent (NYH) 2-1-1 | $ | 13.17 | $ | 14.74 | $ | 13.49 | ||||||
| WTI (Chicago) 4-3-1 | $ | 14.84 | $ | 15.88 | $ | 12.38 | ||||||
| LLS (Gulf Coast) 2-1-1 | $ | 12.30 | $ | 13.57 | $ | 10.75 | ||||||
| ANS (West Coast) 4-3-1 | $ | 15.48 | $ | 17.43 | $ | 16.46 | ||||||
| Crude Oil Differentials | ||||||||||||
| Dated Brent (foreign) less WTI | $ | 6.14 | $ | 3.39 | $ | 0.56 | ||||||
| Dated Brent less Maya (heavy, sour) | $ | 8.70 | $ | 7.16 | $ | 7.36 | ||||||
| Dated Brent less WTS (sour) | $ | 13.90 | $ | 4.37 | $ | 1.42 | ||||||
| Dated Brent less ASCI (sour) | $ | 4.64 | $ | 3.66 | $ | 3.92 | ||||||
| WTI less WCS (heavy, sour) | $ | 26.93 | $ | 12.24 | $ | 12.57 | ||||||
| WTI less Bakken (light, sweet) | $ | 2.86 | $ | (0.26 | ) | $ | 1.32 | |||||
| WTI less Syncrude (light, sweet) | $ | 6.84 | $ | (1.74 | ) | $ | (2.01 | ) | ||||
| WTI less LLS (light, sweet) | $ | (5.03 | ) | $ | (3.23 | ) | $ | (1.69 | ) | |||
| WTI less ANS (light, sweet) | $ | (6.34 | ) | $ | (3.63 | ) | $ | (0.33 | ) | |||
| Natural gas (dollars per MMBTU) | $ | 3.07 | $ | 3.02 | $ | 2.55 | ||||||
Overview— Our net income was $102.9$239.1 million for the year ended December 31, 20182021 compared to $457.2net loss of $(1,857.5) million for the year ended December 31, 2017.2020.
Our results for the year ended December 31, 20182021 were positively impacted by special items consisting of a non-cash LCM inventory adjustment of approximately $669.6 million and a gain on the extinguishment of debt associated with the repurchase of a portion of our 2028 Senior Notes and 2025 Senior Notes of $79.9 million, offset by charges associated with the change in the fair value of the Martinez Contingent Consideration of $29.4 million. Our results for the year ended December 31, 2020 were positively impacted by special items consisting of a gain on the sale of hydrogen plants of $471.1 million, a gain on the sale of land at our Torrance refinery of $8.1 million and change in fair value of the Martinez Contingent Consideration of $79.3 million. Our results for the year ended December 31, 2020 were negatively impacted by special items consisting of a non-cash LCM inventory adjustment of approximately $351.3$268.0 million, debt extinguishment costs associated with the early redemption of the 2023 Senior Notes of $22.2 million, severance costs related to reductions in workforce of $24.7 million, impairment expense of $91.8 million related to the write-down of certain assets and theproject abandonments, early return of certain leased railcars resultingof $12.5 million, accelerated turnaround amortization costs of $56.2 million, LIFO inventory decrement of $83.0 million, and reconfiguration charges of $5.3 million. The LCM inventory adjustments were recorded due to movements in a chargethe price of $52.3 million. These unfavorable impactscrude oil and refined products in the periods presented.
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Excluding the impact of these special items, our results were partially offsetpositively impacted by a special item relatedincreases in the demand for our refined products and improved margins for refined product, which have positively impacted our revenues, cost of products sold and operating income. When comparing the results to a gain on the Torrance land sale of $43.8 million. Our results for the year ended December 31, 2017 were positively impacted2020, demand for our products has started to recover, evidenced by an LCM inventory adjustment of approximately $295.5 million, which was partially offset by a special item related to debt extinguishment costs of $25.5 million associated withhigher throughput volumes and barrels sold at the early retirementmajority of our 2020 Senior Secured Notes. Excluding the impact of special items,refineries, as well as higher refining margins. Additionally, our results for the year ended December 31, 20182021 were positively impacted by favorable movements in crude differentials, higher throughput volumeslower general and barrels sold across the majority of our refineries and reduced regulatory compliance costs, offset by lower crack spreads realized at the majority of our refineries, which were favorably impacted in theadministrative expenses when compared to prior year by the hurricane-related effect on refining margins due to tightening product inventories, specifically distillates. Our results foryear. During the year ended December 31, 20182020 our results were negatively impacted by higher general and administrative expenses associated with integration costs in connection with the Martinez Acquisition and increased depreciation andaccelerated amortization expense.costs associated with the East Coast Refining Reconfiguration.
Revenues— Revenues totaled $27.2 billion for the year ended December 31, 20182021 compared to $21.8$15.0 billion for the year ended December 31, 2017,2020, an increase of approximately $5.4$12.2 billion or 24.8%81.3%. Revenues per barrel sold were $77.01$80.64 and $64.86$49.20 for the years ended December 31, 20182021 and 2017,2020, respectively, an increase of 18.7%63.9% directly related to higher hydrocarbon commodity prices. For the year ended December 31, 2018,2021, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 344,700250,900 bpd, 149,600134,100 bpd, 185,600163,300 bpd and 169,800286,200 bpd, respectively. For the year ended December 31, 2017,2020, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 338,200263,000 bpd, 145,20096,700 bpd, 184,500137,700 bpd and 139,500230,300 bpd, respectively. The throughput rates at our East Coast, Mid-Continent and West Coast refineries were higher in the year ended December 31, 2018 compared to the same period in 2017. Throughput rates at our Gulf Coast refinery were in line with the prior year despite planned downtimes during the first half of 2018. The throughput rates at our East Coast refineries increased due to planned downtime at our Delaware City refinery during 2017, whereas our Mid-Continent refinery ran at modestly higher rates during the year taking advantage of a relatively strong margin environment. The
The throughput rates at our refineries were higher in the year ended December 31, 2021 compared to the same period in 2020, with the exception of lower rates in the East Coast as a result of the East Coast Refining Reconfiguration, which took place in the fourth quarter of 2020. We operated our refineries at reduced rates beginning in March 2020, and, increased throughput rates across our entire refining system to correlate with the gradual increases in demand experienced during the year ended December 31, 2021, while still running below historic levels. We plan on continuing to operate our refineries at lower utilization levels until such time that sustained product demand justifies higher production. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside theour refineries.
Consolidated Gross Margin— Consolidated gross margin totaled $434.9$672.9 million for the year ended December 31, 2021, compared to $(1,836.4) million for the year ended December 31, 2020, an increase of $2,509.3 million. Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $3,087.7 million, or $1.39$10.14 per barrel of throughput, for the year ended December 31, 2018,2021 compared to $795.9$496.8 million, or $2.70$1.86 per barrel of throughput, for the year ended December 31, 2017, a decrease2020, an increase of approximately $361.0$2,590.9 million. Gross refining margin (as defined below in Non-GAAP Financial Measures)excluding special items totaled $2,419.4$2,418.1 million, or $7.79$7.94 per barrel of throughput, for the year ended December 31, 20182021 compared to $2,676.7$860.3 million, or $9.08$3.23 per barrel of throughput, for the year ended December 31, 2017, a decrease of approximately $257.3 million. Gross refining margin excluding special items totaled $2,823.0 million or $9.09 per barrel of throughput, for the year ended December 31, 2018 compared to $2,381.1 million, or $8.08 per barrel of throughput, for the year ended December 31, 2017,2020, an increase of $441.9$1,557.8 million.
Consolidated gross margin and gross refining margin were negativelypositively impacted by a non-cash LCM adjustment of $669.6 million on a net basis resulting from the increase in crude oil and refined product prices from the current year byended December 31, 2020 to the year ended December 31, 2021. Gross refining margin, excluding the impact of special items.items, increased due to favorable movements in certain crude differentials and an overall increase in throughput rates and refining margins. For the year ended December 31, 2018,2020, special items impacting our margin calculations included aan unfavorable non-cash LCM inventory adjustment of approximately $351.3$268.0 million on a net basis, resulting from a decrease in crude oil and refined product prices in comparisonfrom the year ended December 31, 2019, a LIFO inventory decrement charge of $83.0 million mainly related to our East Coast LIFO inventory layer and the prices atreduction to our East Coast inventory experienced as part of the end of 2017East Coast Refining Reconfiguration, and a $52.3 million charge resulting from costs associated with the early return of certain leased railcars. The non-cash LCM inventory adjustment increased consolidated gross margin and gross refining margin by approximately $295.5 million in the year ended December 31, 2017. Excluding the impactrailcars of special items, consolidated gross margin and gross refining margin increased due to generally favorable movements in crude differentials and higher throughput volumes and barrels sold across all of our refineries.$12.5 million.
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Additionally, our results continue to be impacted by significant costs to comply with RFS, although at a reduced level from the prior year.Renewable Fuel Standard. Total RFSRenewable Fuel Standard costs were $143.9$726.0 million for the year ended December 31, 20182021 in comparison to $293.7$326.4 million for the year ended December 31, 2017.2020.
Average industry margins were weakermostly favorable during the year ended December 31, 2018 in comparison to2021 compared with the prior year, primarily as a result of 2017 being favorably impacted by the hurricane-related effect on refining margins in the second halfdue to varying timing and extent of the year due to tightening product inventories, specifically distillates. Crude oil differentials were generally favorable in comparison toimpacts of the prior year, with beneficial differentials experienced across the East CoastCOVID-19 pandemic on regional demand and Mid-Continent, partially offset by marginally unfavorable impacts related to our refinery specific crude slate in the Gulf and West Coast.
other protective measures.
Favorable movements in these benchmark crude differentials typically result in lower crude costs and positively impact our earnings, while reductions in these benchmark crude differentials typically result in higher crude costs and negatively impact our earnings.
On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $16.84 per barrel, or 84.9% higher, in the year ended December 31, 2021, as compared to $9.11 per barrel in the same period in 2020. Our margins were positively impacted from our refinery specific slate on the East Coast by strengthened Dated Brent/Maya differential, which increased by $1.10 per barrel, offset by weakened WTI/Bakken differential, which decreased by $2.55 per barrel in comparison to the same period in 2020. The WTI/WCS differential increased to $14.19 per barrel in 2021 compared to $10.72 per barrel in 2020, which favorably impacted our cost of heavy Canadian crude.
Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $16.34 per barrel, or 159.4% higher, in the year ended December 31, 2021, as compared to $6.30 per barrel in the prior year. Our margins were negatively impacted from our refinery specific slate in the Mid-Continent by a decreasing WTI/Bakken differential, which averaged a premium of $0.14 per barrel in the year ended December 31, 2021, as compared to a discount of $2.41 per barrel in the prior year. This decrease was slightly offset by strengthening WTI/Syncrude differential which averaged $2.25 per barrel for the year ended December 31, 2021 as compared to $2.13 per barrel in the prior year.
On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $16.03 per barrel, or 111.2% higher, in the year ended December 31, 2021 as compared to $7.59 per barrel in the prior year. Margins on the Gulf Coast were positively impacted from our refinery specific slate by a strengthening WTI/LLS differential, which averaged a premium of $1.50 per barrel for the year ended December 31, 2021 as compared to a premium of $1.88 per barrel in the prior year.
On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $20.10 per barrel, or 77.9% higher, in the year ended December 31, 2021 as compared to $11.30 per barrel in the prior year. Additionally, the ANS (West Coast) 3-2-1 industry crack spread was $20.55 per barrel, or 105.7% higher, in the year ended December 31, 2021 as compared to $9.99 per barrel in the prior year. Our margins on the West Coast were positively impacted from our refinery specific slate by a strengthening WTI/ANS differential, which averaged a premium of $2.46 per barrel for the year ended December 31, 2021 as compared to a premium of $2.95 per barrel in the prior year.
Operating Expenses— Operating expenses totaled $1,654.7$1,999.1 million, or $5.34$6.56 per barrel of throughput, for the year ended December 31, 20182021 compared to $1,626.4$1,835.2 million, or $5.52$6.89 per barrel of throughput, for the year ended December 31, 2017,2020, an increase of $28.3$163.9 million, or 1.7%8.9%. The increaseIncreases in operating expenses overallwere mainly attributable to increases in comparisonnatural gas volumes and price across our refineries when compared to the year ended December 31, 2020. Additionally, we experienced higher maintenance and operational costs due to increased production when compared to the prior year was mainly attributable to higher energy and utility costsyear. These increases were partially offset by cost savings realized in 2021 as a result of higher natural gas pricingthe East Coast Refining Reconfiguration (East Coast operating expenses decreased by $18.7 million when compared to 2020) as well as reductions in discretionary activities and overall increased throughput. This increase was slightly offset by a decreasethird-party services, which are in supplies and materials dueline with our cost reduction initiatives taken to strengthen our Torrance refinery experiencing higher costs in 2017 related to its turnaround.financial flexibility.
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General and Administrative Expenses— General and administrative expenses totaled $253.8$226.4 million for the year ended December 31, 2018,2021, compared to $197.9$229.0 million for the year ended December 31, 2017, an increase2020, a decrease of $55.9$2.6 million or 28.2%1.1%. The increaseslight decrease in general and administrative expenses for the year ended December 31, 20182021 in comparison to the year ended December 31, 20172020 primarily related to higher employee-related expenses, including incentive compensationreductions in outside service costs, offset by increases in salaries, wages and retirement benefits.benefits and other fixed expenses. Our general and administrative expenses are comprised of the personnel, facilities and other infrastructure costs necessary to support our refineries and related logisticallogistics assets.
Change in Fair Value of Contingent Consideration — Change in fair value of contingent consideration represented a loss of $29.4 million and a gain of $79.3 million for the years ended December 31, 2021 and December 31, 2020, respectively. These losses and gains were related to the changes in estimated fair value of the Martinez Contingent Consideration, associated with acquisition related earn-out obligations.
Impairment expense— There was no impairment expense for the year ended December 31, 2021. Impairment expense totaled $340.3$91.8 million for the year ended December 31, 2018 (including $329.7 million recorded within Cost2020 and was associated with the write-down of sales), compared to $267.2certain assets as a result of the East Coast Refining Reconfiguration and other refinery wide project abandonments.
Gain on Sale of Assets— There was a gain of $0.2 million for the year ended December 31, 2017 (including $254.3 million recorded within Cost2021 related primarily to the sale of sales), an increase of $73.1 million. The increasenon-operating refinery assets. There was a result of additional depreciation expense associated with a general increase in our fixed asset base due to capital projects and turnarounds completed during 2018 and 2017, which included the first significant Torrance refinery turnaround under our ownership.
Change in Fair Value of Catalyst Obligations— Change in fair value of catalyst obligations represented a gain of $8.5 million for the year ended December 31, 2017.2021, compared to a loss of $11.8 million for the year ended December 31, 2020. These gains and losses relate to the change in value of the precious metals underlying the sale and leaseback of our refineries’ precious metal catalysts, which we are obligated to return or repurchase at fair market value upon lease termination.
Gain (loss) on the lease termination dates.
Interest Expense, net— Interest expense totaled $127.1$275.1 million for the year ended December 31, 2018,2021, compared to $122.6$210.3 million for the year ended December 31, 2017, or2020, an increase of $4.5$64.8 million. The slightThis net increase is mainly attributable to higher interest costs associated with the issuance of the 2025 Senior Secured Notes in 2018 was primarily drivenMay 2020 and December 2020, partially offset by higher borrowing costs.lower interest expense associated with the repurchase of a portion of the 2028 Senior Notes and 2025 Senior Notes. Interest expense includes interest on long-term debt, and notes payable, costs related to the sale and leaseback of our precious metal catalysts, financing costs associated with the Third Inventory Intermediation AgreementsAgreement with J. Aron, letter of credit fees associated with the purchase of certain crude oils and the amortization of deferred financing costs.
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Income Tax Expense— As we are a limited liability company treated as a “flow-through” entity for income tax purposes, our consolidated financial statements generally do not include a benefit or expense for income taxes for the years ended December 31, 20182021 and 2017,2020, respectively, apart from the income tax attributable to two subsidiaries acquired in connection with the acquisition of our Chalmette Acquisition in the fourth quarter of 2015refinery and our wholly-owned Canadian subsidiary, PBF Energy Limited (“PBF Ltd”Ltd.”). These subsidiaries are treated as C-Corporations for income tax purposes. An income tax expensebenefit of $8.0$14.0 million was recorded for the year ended December 31, 20182021 in comparison to income tax benefitexpense of $10.8$6.1 million recorded for the year ended December 31, 20172020, primarily attributable to volatility in the results of our taxable subsidiaries.
Overview—Our net incomeloss was $457.2$(1,857.5) million for the year ended December 31, 20172020 compared to $235.9net income of $388.2 million for the year ended December 31, 2016.2019.
Our results for the year ended December 31, 20172020 were positively impacted by a non-cash special itemitems consisting of a LCM inventory adjustmentgain on the sale of approximately $295.5hydrogen plants of $471.1 million, a gain on the sale of land at our Torrance refinery of $8.1 million and a charge related to debt extinguishment costschange in fair value of $25.5 million related to the retirementMartinez Contingent Consideration of our 2020 Senior Secured Notes.$79.3 million. Our results for the year ended December 31, 20162020 were positivelynegatively impacted by special items consisting of a non-cash LCM inventory adjustment of approximately $521.3$268.0 million, debt extinguishment costs associated with the early redemption of the 2023 Senior Notes of $22.2 million, severance costs related to reductions in workforce of $24.7 million, impairment expense of $91.8 million related to the write-down of certain assets and project abandonments, early return of certain leased railcars of $12.5 million, accelerated turnaround amortization costs of $56.2 million, LIFO inventory decrement of $83.0 million, and reconfiguration charges of $5.3 million. Our results for the year ended December 31, 2019 were positively impacted by an LCM inventory adjustment of approximately $250.2 million and gain on the sale of land at our Torrance refinery of $33.1 million. The LCM inventory adjustments were recorded due to movements in the price of crude oil and refined products in the periods presented.
Excluding the impact of these special items, our results were negatively impacted by the COVID-19 pandemic which caused a significant decline in the demand for our refined products and a decrease in the prices for crude oil and refined products, both of which negatively impacted our revenues, cost of products sold and operating income. In addition, during the year ended December 31, 2020 we experienced unfavorable movements in certain crude differentials and overall lower throughput volumes and barrels sold across our refineries, as well as lower refining margins. All our operating regions experienced lower refining margins for the year ended December 31, 20172020 compared to the prior year. Our results for the year ended December 31, 2020 were positivelynegatively impacted by higher throughput volumes at the majority of our refineriesgeneral and higher crack spreads realized at each of our refineries which were impacted by the hurricane-related reduction in refining throughput in the Gulf Coast region and tightening product inventories, specially distillates, in the second half of the year as well as loweradministrative expenses associated with integration costs to complyassociated with the RFS. Notably, we benefited from improved operating performance of our ChalmetteMartinez Acquisition and Torrance refineries.increased depreciation and amortization expense associated with the Martinez Acquisition and accelerated amortization costs associated with the East Coast Refining Reconfiguration.
Revenues—Revenues totaled $21.8$15.0 billion for the year ended December 31, 20172020 compared to $15.9$24.5 billion for the year ended December 31, 2016, an increase2019, a decrease of approximately $5.9$9.5 billion or 36.9%38.8%. Revenues per barrel sold were $64.86$49.20 and $59.72$69.81 for the years ended December 31, 20172020 and 2016,2019, respectively, an increasea decrease of 8.6%29.5% directly related to higherlower hydrocarbon commodity prices. For the year ended December 31, 2017,2020, the total throughput rates in theat our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 338,200263,000 bpd, 145,20096,700 bpd, 184,500137,700 bpd and 139,500230,300 bpd, respectively. For the year ended December 31, 2016,2019, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and GulfWest Coast refineries averaged approximately 327,000336,400 bpd, 159,100153,000 bpd, 177,900 bpd and 169,300155,800 bpd, respectively. For the period from its acquisition on July 1, 2016 through December 31, 2016, our West Coast refinery’s throughput averaged 143,900 bpd. The throughput rates at our East Coast and Gulf Coast refineries were higher in 2017 compared to 2016. Our West Coast refinery was not acquired until the beginning of the third quarter of 2016. The decrease in throughput rates at our West Coast refinery in 2017 compared to 2016 is primarily due to planned downtime at our Torrance refinery for its first significant turnaround under our ownership, which was completed early in the third quarter of 2017. However, our West Coast refinery throughput averaged 164,000 bpd for the last six months of the year upon completion of the turnaround. For the year ended December 31, 2017,2020, the total refined product barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 363,800296,200 bpd, 160,400114,500 bpd, 227,200159,700 bpd and 168,300265,200 bpd, respectively. For the year ended December 31, 2016,2019, the total refined product barrels sold at our East Coast, Mid-Continent, Gulf Coast and GulfWest Coast refineries averaged approximately 364,100382,500 bpd, 171,800163,900 bpd, 225,300 bpd and 206,400188,600 bpd, respectively. For
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The throughput rates at our refineries were lower in the period from its acquisition on July 1, 2016 throughyear ended December 31, 2016,2020 compared to the total refined product barrels sold at oursame period in 2019. Our Martinez refinery was not acquired until the first quarter of 2020 and is therefore not included in the 2019 West Coast refinery averaged 179,200 bpd.throughput. We operated our refineries at reduced rates beginning in March 2020, and, based on market conditions, we continued to operate our refineries at lower utilization. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory, as well as sales and purchases of refined products outside the refineries.our refineries.
Consolidated Gross Margin— Consolidated gross margin totaled $795.9$(1,836.4) million for the year ended December 31, 2020, compared to $730.2 million, for the year ended December 31, 2019, a decrease of $2,566.6 million. Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $496.8 million, or $2.70$1.86 per barrel of throughput, for the year ended December 31, 2017,2020 compared to $549.3$2,801.2 million, or $2.06$9.34 per barrel of throughput, for the year ended December 31, 2016, an increase2019, a decrease of $246.6approximately $2,304.4 million. Gross refining margin (as defined below in Non-GAAP Financial Measures)excluding special items totaled $2,676.7$860.3 million, or $9.08$3.23 per barrel of throughput, ($2,381.1 million or $8.08 per barrel of throughput excluding the impact of special items) for the year ended December 31, 20172020 compared to $2,143.4$2,551.0 million, or $8.05$8.51 per barrel of throughput, ($1,622.1 million, or $6.09 per barrel of throughput excluding the impact of special items) for the year ended December 31, 2016, an increase2019, a decrease of approximately $533.2 million or an increase of approximately of $759.0 million excluding special items.$1,690.7 million.
Consolidated gross margin and gross refining margin increased due to improved crack spreads across each of our refineries, reduced costs to comply with the RFS and positive margin contributions from our Torrance refinery following its first significant turnaround under our ownership, which was completed earlywere negatively impacted in the third quarter of 2017. Costs to comply with our obligation under the RFS totaled $255.2 million for the year ended December 31, 2017 (excluding our West Coast refinery, whose cost to comply with RFS totaled $38.5 million for the year ended December 31, 2017) compared to $325.3 million for the year ended December 31, 2016 (excluding our West Coast refinery, whose costs to comply with RFS totaled $22.2 million for the year ended December 31, 2016). In addition, gross margin and gross refining margin were positively impacted2020 by a non-cash LCM inventory adjustment of approximately $295.5$268.0 million, onresulting from the decrease in crude oil and refined product prices from the year ended 2019, a net basisLIFO inventory decrement charge of $83.0 million mainly related to our East Coast LIFO inventory layer and the reduction to our East Coast inventory experienced as part of the East Coast Refining Reconfiguration, and early return of certain leased railcars of $12.5 million. Gross refining margin, excluding the impact of special items, decreased due to unfavorable movements in certain crude differentials and an overall decrease in throughput rates. For the year ended December 31, 2019, special items impacting our margin calculations included a favorable non-cash LCM inventory adjustment of approximately $250.2 million, resulting from an increase in crude oil and refined product prices in comparison to the prices at the end of 2016. The non-cash LCM inventory adjustment increased consolidated gross margin and gross refining margin by approximately $521.3 million infrom the year ended December 31, 2016.2018.
Additionally, our results continue to be impacted by significant costs to comply with the Renewable Fuel Standard. Total Renewable Fuel Standard costs were $326.4 million for the year ended December 31, 2020 in comparison to $122.7 million for the year ended December 31, 2019.
Average industry refining margins in the Mid-Continent were strongermixed during the year ended December 31, 2017, as2020 compared to the same period in 2016. The WTI (Chicago) 4-3-1 industry crack spread was $15.88 per barrel or 28.3% higher, inwith the year ended December 31, 2017, as compared2019, primarily due to $12.38 per barrelthe impacts of the COVID-19 pandemic on regional demand and commodity prices in 2020, in addition to impacts related to 2019 planned turnarounds, all of which were completed in the same period in 2016. Our margins were unfavorably impacted by our refinery specific crude slate in the Mid-Continent which was impacted by a declining WTI/Bakken differential partially offset by an improving WTI/Syncrude differential, which averaged a premiumfirst half of $1.74 per barrel for the year ended December 31, 2017 as compared to a premium of $2.01 per barrel in the same period in 2016.
Favorable movements in these benchmark crude differentials typically result in lower crude costs and positively impact our earnings, while reductions in these benchmark crude differentials typically result in higher crude costs and negatively impact our earnings.
On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $9.11 per barrel, or 28.2% lower, in the year ended December 31, 2020 as compared to $12.68 per barrel in the same period in 2019. Our margins were negatively impacted from our refinery specific slate on the East Coast by weakened Dated Brent/Maya differential, which decreased by $1.39 per barrel, in comparison to the same period in 2019. Additionally, WTI/WCS differential decreased to $10.72 per barrel in 2020 compared to $13.61 per barrel in 2019, which unfavorably impacted our cost of heavy Canadian crude. The WTI/Bakken differentials increased by $1.75 per barrel when compared to 2019.
Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $6.30 per barrel, or 58.7% lower, in the year ended December 31, 2020, as compared to $15.25 per barrel in 2019. Our margins were positively impacted from our refinery specific slate in the Mid-Continent by an increasing WTI/Bakken differential, which averaged $2.41 per barrel in the year ended December 31, 2020, as compared to $0.66 per barrel in 2019. Additionally, the WTI/Syncrude differential averaged $2.13 per barrel for the year ended December 31, 2020 as compared to $0.18 per barrel in 2019.
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On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $7.59 per barrel, or 38.9% lower, in the year ended December 31, 2020 as compared to $12.43 per barrel in 2019. Margins in the Gulf Coast were positively impacted from our refinery specific slate by a strengthening WTI/LLS differential, which averaged a premium of $1.88 per barrel for the year ended December 31, 2020 as compared to a premium of $5.64 per barrel experienced in 2019.
On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $11.30 per barrel, or 38.8% lower, in the year ended December 31, 2020 as compared to $18.46 per barrel in 2019. Additionally, margins on the West Coast were positively impacted from our refinery specific slate by a strengthening WTI/ANS differential, which averaged a premium of $2.95 per barrel for the year ended December 31, 2020 as compared to a premium of $7.97 per barrel in 2019.
Operating Expenses— Operating expenses totaled $1,626.4$1,835.2 million, or $5.52$6.89 per barrel of throughput, for the year ended December 31, 20172020 compared to $1,390.1$1,684.3 million, or $5.22$5.61 per barrel of throughput, for the year ended December 31, 2016,2019, an increase of $236.3$150.9 million, or 17.0%9.0%. The increaseIncreases in operating expenses was mainly attributablewere due to the operating expensescosts associated with our Torrancethe Martinez refinery and related logistics assets which were included in our results for the year ended December 31, 2017 as compared with only six months of 2016. For the year ended December 31, 2017 the Torrance refinery and related logistics assets incurred operating expenses oftotaled approximately $475.9 million in comparison to $250.5 million for the period from its acquisition on July 1, 2016 to December 31, 2016. Total operating expenses at our refineries, excluding our Torrance refinery, increased slightly for the year ended December 31, 2017, primarily due to higher energy costs and maintenance costs. The increase in energy costs was mainly due to higher natural gas prices while the increase in maintenance costs was mainly due to timing of repairs.
General and Administrative Expenses— General and administrative expenses totaled $229.0 million for the year ended December 31, 2017, an increase2020, compared to $258.7 million for the year ended December 31, 2019, a decrease of $48.4$29.7 million or 32.4%11.5%. The increasedecrease in general and administrative expenses primarily relates to increased employee related expenses of $58.2 million driven by higher incentive compensation costs infor the year ended December 31, 2017 as compared2020 in comparison to the same period in 2016, attributable to higher average employee headcount and better operating performance. These increases were partially offset by lower costs associated with acquisition and integration related activities which were approximately $8.6 million lower in the year ended December 31, 20172019 primarily related to reduction in our workforce as compareda result of the East Coast Refining Reconfiguration and reduction in overhead expenses through temporary salary reductions for a large portion of our workforce. These cost decreases were offset by headcount reduction severance costs across the refineries as well as integration costs pertaining to the same period in 2016.Martinez Acquisition. Our general and administrative expenses are comprised of the personnel, facilities and other infrastructure costs necessary to support our refineries and related logistical assets.refineries.
Depreciation and Amortization Expense— Depreciation and amortization expense totaled $509.3 million for the year ended December 31, 2020 (including $498.0 million recorded within Cost of sales), compared to $209.8$397.5 million for the year ended December 31, 2016 ( including $204.02019 (including $386.7 million recorded within Cost of sales), an increase of $57.4$111.8 million. The increase was a result of additional depreciation expense associated with the assets acquired in the TorranceMartinez Acquisition and a general increase in our fixed asset base due to capital projects and turnarounds completed since 2017 and 2016.the third quarter of 2019. Additionally, amortization expense recorded in 2020 includes $56.2 million of accelerated unamortized deferred turnaround costs associated with assets that were idled as part of the East Coast Refining Reconfiguration.
Change in Fair Value of Catalyst LeasesContingent Consideration— Change in the fair value of catalyst leasescontingent consideration represented a gain of $2.2$79.3 million for the year ended December 31, 2017, compared to2020. This change represented the decrease in the estimated fair value of the Martinez Contingent Consideration associated with acquisition related earn-out obligations. There was no such change in the year ended December 31, 2019.
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Change in Fair Value of Catalyst Obligations— Change in fair value of catalyst obligations represented a gainloss of $1.4$11.8 million for the year ended December 31, 2016. This gain relates2020, compared to a loss of $9.7 million for the year ended December 31, 2019. These losses related to the change in value of the precious metals underlying the sale and leaseback of our refineries’ precious metal catalysts, which we are obligated to return or repurchase at fair market value on the leasecatalyst financing arrangement termination dates.
Impairment expense— Impairment expense totaled $91.8 million for the year ended December 31, 2020, and was associated with the write-down of certain assets as a result of the East Coast Refining Reconfiguration and other refinery wide project abandonments. There was no such expense recorded for the year ended December 31, 2019.
Debt extinguishment costs— Extinguishment Costs— Debt extinguishment costs of $25.5$22.2 million incurred in the year ended December 31, 20172020 relate to nonrecurring charges associated with debt refinancing activity calculated based on the difference between the carrying valueearly redemption of the 2020our 2023 Senior Secured Notes on the date that they were reacquired and the amount for which they were reacquired.Notes. There were no such costs in the same period of 2016.year ended December 31, 2019.
Interest Expense, net— Interest expense totaled $122.6$210.3 million for the year ended December 31, 2017,2020, compared to $129.5$108.7 million for the year ended December 31, 2016, a decrease2019, an increase of $6.9$101.6 million. This net decreaseincrease is mainly attributable to lowerhigher interest expense on a portioncosts associated with the issuance of our senior notes that were refinancedthe 2028 Senior Notes in January 2020, the issuance of the 2025 Senior Secured Notes in May 2017 (see “Note 8 - Credit Facility2020 and Debt” of our Notes to Consolidated Financial Statements, for additional details) and lower interest costs related to the affiliate notes payable partially offset byDecember 2020, as well as higher averageoutstanding borrowings underon our Revolving Credit Facility. Interest expense includesincluded interest on long-term debt, costs related to the sale and leaseback of our precious metal catalysts, financing costs associated with the Inventory Intermediation Agreementsprevious inventory intermediation agreements with J. Aron, letter of credit fees associated with the purchase of certain crude oils and the amortization of deferred financing costs.
Income Tax Expense— As we are a limited liability company treated as a “flow-through” entity for income tax purposes, our consolidated financial statements generally do not include a benefit or expense for income taxes for the years ended December 31, 20172020 and 20162019, respectively, apart from the income tax attributable to two subsidiaries acquired in connection with the acquisition of our Chalmette Acquisition in the fourth quarter of 2015refinery and PBF Ltd. These subsidiaries are treated as C-Corporations for income tax purposes. An income tax benefitexpense of $10.8$6.1 million was recorded for the year ended December 31, 20172020 in comparison to income tax expensebenefit of $23.7$8.3 million recorded for the year ended December 31, 2016. Income tax expense for2019 primarily attributable to volatility in the year ended December 31, 2016 included a chargeresults of $30.7 million related to a correction of prior periods.our taxable subsidiaries.
Non-GAAP Financial Measures
Management uses certain financial measures to evaluate our operating performance that are calculated and presented on the basis of methodologies other than in accordance with GAAP (“Non-GAAP”). These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP, and our calculations thereof may not be comparable to similarly entitled measures reported by other companies.
Special Items
The Non-GAAP measures presented include EBITDA excluding special items and gross refining margin excluding special items. Special items presented for the year ended December 31, 2018periods presented relate to an LCM inventory adjustment,adjustments, changes in fair value of contingent consideration, (gain) loss on extinguishment of debt, gain on the sale of assets related to the Torrancehydrogen plants, severance and reconfiguration costs, impairment expense, gains on land sale andsales, charges associated with the early return of certain leased railcars. Special items for the year ended December 31, 2017 relate to an LCMrailcars, turnaround acceleration costs, and a LIFO inventory adjustment and debt extinguishment costs.decrement. See “Notes to Non-GAAP Financial Measures” below for more details on all special items disclosed. Although we believe that Non-GAAP financial measures, excluding the impact of special items, provide useful supplemental information to investors regarding the results and performance of our business and allow for helpful period-over-period comparisons, such Non-GAAP measures should only be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.
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Gross Refining Margin and Gross Refining Margin Excluding Special Items
Gross refining margin is defined as consolidated gross margin excluding refinery depreciation and operating expense related to the refineries. We believe both gross refining margin and gross refining margin excluding special items are important measures of operating performance and provide useful information to investors because they are helpful metric comparisons to the industry refining margin benchmarks, as the refining margin benchmarks do not include a charge for refinery operating expenses and depreciation. In order to assess our operating performance, we compare our gross refining margin (revenue(revenues less cost of products and other) to industry refining margin benchmarks and crude oil prices as defined in the table below.
Neither gross refining margin nor gross refining margin excluding special items should be considered an alternative to consolidated gross margin, income from operations, net cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Gross refining margin and gross refining margin excluding special items presented by other companies may not be comparable to our presentation, since each company may define these terms differently.
The following table presents our GAAP calculation of gross margin and a reconciliation of gross refining margin to the most directly comparable GAAP financial measure, consolidated gross margin, on a historical basis, as applicable, for each of the periods indicated (in thousands,millions, except per barrel amounts):
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | 2017 | 2016 | 2021 | 2020 | 2019 | |||||||||||||||||||||||||||||||||||||||||||||
| $ | per barrel of throughput | $ | per barrel of throughput | $ | per barrel of throughput | $ | per barrel of throughput | $ | per barrel of throughput | $ | per barrel of throughput | |||||||||||||||||||||||||||||||||||||||
| Calculation of consolidated gross margin: | Calculation of consolidated gross margin: | |||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 27,164,008 | $ | 87.60 | $ | 21,772,478 | $ | 73.88 | $ | 15,908,537 | $ | 59.72 | Revenues | $ | 27,202.0 | $ | 89.30 | $ | 15,045.0 | $ | 56.49 | $ | 24,468.9 | $ | 81.45 | |||||||||||||||||||||||||
| Less: Cost of Sales | 26,729,077 | 86.21 | 20,976,538 | 71.18 | 15,359,228 | 57.66 | ||||||||||||||||||||||||||||||||||||||||||||
| Less: Cost of sales | Less: Cost of sales | 26,529.1 | 87.08 | 16,881.4 | 63.39 | 23,738.7 | 79.01 | |||||||||||||||||||||||||||||||||||||||||||
| Consolidated gross margin | $ | 434,931 | $ | 1.39 | $ | 795,940 | $ | 2.70 | $ | 549,309 | $ | 2.06 | Consolidated gross margin | $ | 672.9 | $ | 2.22 | $ | (1,836.4) | $ | (6.90) | $ | 730.2 | $ | 2.44 | |||||||||||||||||||||||||
| Reconciliation of consolidated gross margin to gross refining margin: | Reconciliation of consolidated gross margin to gross refining margin: | |||||||||||||||||||||||||||||||||||||||||||||||||
| Consolidated gross margin | $ | 434,931 | $ | 1.39 | $ | 795,940 | $ | 2.70 | $ | 549,309 | $ | 2.06 | Consolidated gross margin | $ | 672.9 | $ | 2.22 | $ | (1,836.4) | $ | (6.90) | $ | 730.2 | $ | 2.44 | |||||||||||||||||||||||||
| Add: Refinery operating expense | 1,654,749 | 5.34 | 1,626,440 | 5.52 | 1,390,135 | 5.22 | Add: Refinery operating expense | 1,999.1 | 6.56 | 1,835.2 | 6.89 | 1,684.3 | 5.61 | |||||||||||||||||||||||||||||||||||||
| Add: Refinery depreciation expense | 329,709 | 1.06 | 254,271 | 0.86 | $204,005 | 0.77 | Add: Refinery depreciation expense | 415.7 | 1.36 | 498.0 | 1.87 | 386.7 | 1.29 | |||||||||||||||||||||||||||||||||||||
| Gross refining margin | $ | 2,419,389 | $ | 7.79 | $ | 2,676,651 | $ | 9.08 | $ | 2,143,449 | $ | 8.05 | Gross refining margin | $ | 3,087.7 | $ | 10.14 | $ | 496.8 | $ | 1.86 | $ | 2,801.2 | $ | 9.34 | |||||||||||||||||||||||||
Special items: (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Special Items: (1) | Special Items: (1) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Add: Non-cash LCM inventory adjustment | 351,278 | 1.13 | (295,532 | ) | (1.00 | ) | (521,348 | ) | (1.96 | ) | Add: Non-cash LCM inventory adjustment | (669.6) | (2.20) | 268.0 | 1.01 | (250.2) | (0.83) | |||||||||||||||||||||||||||||||||
| Add: LIFO inventory decrement | Add: LIFO inventory decrement | — | — | 83.0 | 0.31 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Add: Early railcar return expense | 52,313 | 0.17 | — | — | — | — | Add: Early railcar return expense | — | — | 12.5 | 0.05 | — | — | |||||||||||||||||||||||||||||||||||||
| Gross refining margin excluding special items | $ | 2,822,980 | $ | 9.09 | $ | 2,381,119 | $ | 8.08 | $ | 1,622,101 | $ | 6.09 | Gross refining margin excluding special items | $ | 2,418.1 | $ | 7.94 | $ | 860.3 | $ | 3.23 | $ | 2,551.0 | $ | 8.51 | |||||||||||||||||||||||||
——————————
See Notes to Non-GAAP Financial Measures.
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EBITDA, EBITDA Excluding Special Items and Adjusted EBITDA
Our management uses EBITDA (earnings before interest, income taxes, depreciation and amortization), EBITDA excluding special items and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our boardBoard of directors,Directors, creditors, analysts and investors concerning our financial performance. Our outstanding indebtedness for borrowed money and other contractual obligations also include similar measures as a basis for certain covenants under those agreements which may differ from the Adjusted EBITDA definition described below.
EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA, EBITDA excluding special items and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing our senior notes and other credit facilities. EBITDA, EBITDA excluding special items and Adjusted EBITDA should not be considered as alternatives to income from operations or net income as measures of operating performance. In addition, EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before adjustments for items such as stock-based compensation expense, the non-cash change in the fair value of catalyst leases,obligations, gain on sale of hydrogen plants, the write down of inventory to the LCM, debt(gain) loss on extinguishment costsof debt related to refinancing activities, change in the fair value of contingent consideration and certain other non-cash items.
Other companies, including other companies in our industry, may calculate EBITDA, EBITDA excluding special items and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. EBITDA, EBITDA excluding special items and Adjusted EBITDA also have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that EBITDA, EBITDA excluding special items and Adjusted EBITDA:
•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.
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The following tables reconcile net income (loss) as reflected in our results of operations to EBITDA, EBITDA excluding special items and Adjusted EBITDA for the periods presented (in thousands)millions):
| Year Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||||||||||||||||||||
| Reconciliation of net income (loss) to EBITDA and EBITDA excluding special items: | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 239.1 | $ | (1,857.5) | $ | 388.2 | |||||||||||||||||||||||||||||
| Add: Depreciation and amortization expense | 429.0 | 509.3 | 397.5 | ||||||||||||||||||||||||||||||||
| Add: Interest expense, net | 275.1 | 210.3 | 108.7 | ||||||||||||||||||||||||||||||||
| Add: Income tax (benefit) expense | (14.0) | 6.1 | (8.3) | ||||||||||||||||||||||||||||||||
| EBITDA | $ | 929.2 | $ | (1,131.8) | $ | 886.1 | |||||||||||||||||||||||||||||
Special Items: (1) | |||||||||||||||||||||||||||||||||||
| Add: Non-cash LCM inventory adjustment | (669.6) | 268.0 | (250.2) | ||||||||||||||||||||||||||||||||
| Add: Change in fair value of contingent consideration | 29.4 | (79.3) | — | ||||||||||||||||||||||||||||||||
| Add: Gain on sale of hydrogen plants | — | (471.1) | — | ||||||||||||||||||||||||||||||||
| Add: Gain on land sales | — | (8.1) | (33.1) | ||||||||||||||||||||||||||||||||
| Add: Impairment expense | — | 91.8 | — | ||||||||||||||||||||||||||||||||
| Add: LIFO inventory decrement | — | 83.0 | — | ||||||||||||||||||||||||||||||||
| Add: Severance and reconfiguration costs | — | 30.0 | — | ||||||||||||||||||||||||||||||||
| Add: Early railcar return expense | — | 12.5 | — | ||||||||||||||||||||||||||||||||
| Add: (Gain) loss on extinguishment of debt | (79.9) | 22.2 | — | ||||||||||||||||||||||||||||||||
| EBITDA excluding special items | $ | 209.1 | $ | (1,182.8) | $ | 602.8 | |||||||||||||||||||||||||||||
| Reconciliation of EBITDA to Adjusted EBITDA: | |||||||||||||||||||||||||||||||||||
| EBITDA | $ | 929.2 | $ | (1,131.8) | $ | 886.1 | |||||||||||||||||||||||||||||
| Add: Stock based compensation | 30.3 | 29.3 | 30.5 | ||||||||||||||||||||||||||||||||
| Add: Change in fair value of catalyst obligations | (8.5) | 11.8 | 9.7 | ||||||||||||||||||||||||||||||||
Add: Non-cash LCM inventory adjustment (1) | (669.6) | 268.0 | (250.2) | ||||||||||||||||||||||||||||||||
Add: Change in fair value of contingent consideration (1) | 29.4 | (79.3) | — | ||||||||||||||||||||||||||||||||
Add: Gain on sale of hydrogen plants (1) | — | (471.1) | — | ||||||||||||||||||||||||||||||||
Add: Gain on land sales (1) | — | (8.1) | (33.1) | ||||||||||||||||||||||||||||||||
Add: Impairment expense (1) | — | 91.8 | — | ||||||||||||||||||||||||||||||||
Add: LIFO inventory decrement (1) | — | 83.0 | — | ||||||||||||||||||||||||||||||||
Add: Severance and reconfiguration costs (1) | — | 30.0 | — | ||||||||||||||||||||||||||||||||
Add: Early railcar return expense (1) | — | 12.5 | — | ||||||||||||||||||||||||||||||||
Add: (Gain) loss on extinguishment of debt (1) | (79.9) | 22.2 | — | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 230.9 | $ | (1,141.7) | $ | 643.0 | |||||||||||||||||||||||||||||
| Year Ended December 31, | |||||||||||||
| 2018 | 2017 | 2016 | |||||||||||
| Reconciliation of Net income to EBITDA and EBITDA excluding special items: | |||||||||||||
| Net income | $ | 102,944 | $ | 457,200 | $ | 235,886 | |||||||
| Add: Depreciation and amortization expense | 340,343 | 267,235 | 209,840 | ||||||||||
| Add: Interest expense, net | 127,129 | 122,628 | 129,536 | ||||||||||
| Add: Income tax expense (benefit) | 7,999 | (10,783 | ) | 23,689 | |||||||||
| EBITDA | $ | 578,415 | $ | 836,280 | $ | 598,951 | |||||||
Special Items: (1) | |||||||||||||
| Add: Non-cash LCM inventory adjustment | 351,278 | (295,532 | ) | (521,348 | ) | ||||||||
| Add: Debt extinguishment costs | — | 25,451 | — | ||||||||||
| Add: Gain on Torrance land sale | (43,761 | ) | — | — | |||||||||
| Add: Early railcar return expense | 52,313 | — | — | ||||||||||
| EBITDA excluding special items | $ | 938,245 | $ | 566,199 | $ | 77,603 | |||||||
| Reconciliation of EBITDA to Adjusted EBITDA: | |||||||||||||
| EBITDA | $ | 578,415 | $ | 836,280 | $ | 598,951 | |||||||
| Add: Stock based compensation | 20,212 | 21,503 | 18,296 | ||||||||||
| Add: Non-cash change in fair value of catalyst leases | (5,587 | ) | 2,247 | (1,422 | ) | ||||||||
Add: Non-cash LCM inventory adjustment (1) | 351,278 | (295,532 | ) | (521,348 | ) | ||||||||
Add: Debt extinguishment costs (1) | — | 25,451 | — | ||||||||||
| Adjusted EBITDA | $ | 944,318 | $ | 589,949 | $ | 94,477 | |||||||
——————————
See Notes to Non-GAAP Financial Measures.
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Notes to Non-GAAP Financial Measures
The following notes are applicable to the Non-GAAP Financial Measures above:
(1) Special items:
LCM inventory adjustment - LCM is a GAAP requirement related to inventory valuation that mandates inventory to be stated at the lower of cost or market. Our inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out (“LIFO”)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 income from operations, but are excluded from the operating results presented, in the table belowas applicable, in order to make such information comparable between periods.
The following table includes the lower of cost or marketLCM inventory reserve as of each date presented (in thousands)millions):
| 2018 | 2017 | 2016 | 2021 | 2020 | 2019 | |||||||||||||||||||||||
| January 1, | $ | 300,456 | $ | 595,988 | $ | 1,117,336 | January 1, | $ | 669.6 | $ | 401.6 | $ | 651.8 | |||||||||||||||
| December 31, | 651,734 | 300,456 | 595,988 | December 31, | — | 669.6 | 401.6 | |||||||||||||||||||||
The following table includes the corresponding impact of changes in the LCM inventory reserve on both income (loss) from operations and net income (loss) for the periods presented (in thousands)millions):
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Net LCM inventory adjustment benefit (charge) in both income (loss) from operations and net income (loss) | $ | 669.6 | $ | (268.0) | $ | 250.2 | |||||||||||
| Year Ended December 31, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Net LCM inventory adjustment (charge) benefit in both income from operations and net income | $ | (351,278 | ) | $ | 295,532 | $ | 521,348 | ||||
Gain on Sale of Hydrogen Plants - During the year ended December 31, 2020, we recorded a gain on the sale of a parcelfive hydrogen plants. The gain increased income from operations and net income by $471.1 million. There were no such gains in the years ended December 31, 2021 and December 31, 2019.
Gain on land sales - During the years ended December 31, 2020 and December 31, 2019, we recorded gains on the sale of two separate parcels of real property acquired as part of the Torrance refinery, but not part of the refinery itself. The gain on sale increased income from operations and net income by $43.8 million.$8.1 million during the year ended December 31, 2020. The gain on sale increased income from operations and net income by $33.1 million during the years ended December 31, 2019. There was no such gain induring the yearsyear ended December 31, 2017 and December 31, 2016.2021.
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LIFO inventory decrement - As part of our overall reduction in throughput in 2020 and our reduction in inventory volume as of December 31, 2020, the Company recorded a charge to cost of products and other related to a LIFO inventory layer decrement. The majority of the decrement related to our East Coast LIFO inventory layer and the reduction to our East Coast inventory experienced as part of the East Coast Refining Reconfiguration. These charges decreased income from operations and net income by $83.0 million for the year ended December 31, 2020. Decrements recorded in the years ended December 31, 2021 and December 31, 2019 were not significant.
Turnaround acceleration costs - During the year ended December 31, 2020, we accelerated the recognition of turnaround amortization associated with units that were temporarily idled as part of the East Coast Refining Reconfiguration. These costs decreased income from operations and net income by $56.2 million. There were no such costs in the years ended December 31, 2021 and December 31, 2019.
Severance and reconfiguration costs - During the year ended December 31, 2020, we recorded severance charges related to reductions in our workforce. These charges decreased income from operations and net income by $24.7 million. There were no such costs in the years ended December 31, 2021 and December 31, 2019. During the year ended December 31, 2020, we recorded reconfiguration charges related to the temporary idling of certain assets as part of our East Coast Refining System. These charges decreased income from operations and net income by $5.3 million. There were no such costs in the years ended December 31, 2021 and December 31, 2019.
Early return of railcars - During the year ended December 31, 2020, we recognized certain expenses within Cost of sales associated with the voluntary early return of certain leased railcars. These charges decreased income from operations and net income by $52.3 million.$12.5 million, during the year ended December 31, 2020. There were no such expenses recorded in the years ended December 31, 20172021 and December 31, 2016.2019.
Liquidity and Capital Resources
Overview
Our primary sources of liquidity are our cash flows from operations, cash and cash equivalents and borrowing availability under our credit facilities, as described below. We believe thatStarting in the first quarter of 2020, the COVID-19 pandemic and the related worldwide economic slowdown, including travel restrictions and stay-at-home orders, resulted in a significant decrease in the demand for and market prices of our cash flows fromproducts, which in turn negatively impacted our results of operations and available capital resources will be sufficientoverall liquidity. In 2021, demand for refined products started to meet ourrecover following the lifting or easing of these restrictions by many governmental authorities and our subsidiaries’ capital expenditure, working capital needs,the distribution payments and debt service requirements for the next twelve months. However, our ability to generate sufficient cash flows from operations depends, in part, on petroleum oil market pricing and general economic, politicalof COVID-19 vaccines and other factors beyondprotective measures. We continue to be focused on assessing and adapting to the challenging operating environment and evaluating our control. We arestrategic measures to improve liquidity and strengthen our balance sheet. Our response to the current economic environment and its impact on our liquidity is more fully described in compliance as of December 31, 2018 with all of the covenants, including financial covenants, in all of our debt agreements.“Liquidity” section below.
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Cash Flow Analysis
Cash Flows from Operating Activities
Net cash provided by operating activities was $695.0$292.3 million for the year ended December 31, 20182021 compared to net cash provided byused in operating activities of $471.1$820.0 million for the year ended December 31, 2017.2020. Our overall increase in cash provided by operating activities was primarily driven by accrued expenses due to an increase in renewable energy credit and emissions obligations, as a result of an increase in our unfunded RINs obligation as of December 31, 2021. Our operating cash flows for the year ended December 31, 20182021 included our net income of $102.9$239.1 million, depreciation and amortization of $346.7$444.3 million, net changes in operating assets and liabilities reflecting cash proceeds of $279.5 million, pension and other post-retirement benefit costs of $50.8 million, stock-based compensation of $30.3 million, and change in the fair value of contingent consideration of $29.4 million, partially offset by a non-cash chargebenefit of $351.3$669.6 million relating to an LCM inventory adjustment, pensiongain on extinguishment of debt related to the repurchase of a portion of our 2028 Senior Notes and other post-retirement benefits costs2025 Senior Notes of $47.4 million, stock-based compensation of $20.2$79.9 million, deferred income taxes of $7.2$14.5 million, and distributions fromchanges in the fair value of our equity method investment in TVPCcatalyst obligations of $17.8$8.5 million, partially offset by a gain on sale of assets of $43.1 million,net non-cash charges related to the change in the fair value of our inventory repurchase obligations of $31.8 million, income from our equity method investment in TVPC of $17.8$8.4 million, and changes in the fair valuegain on sale of our catalyst leasesassets of $5.6$0.2 million. In addition, net changes in operating assets and liabilities reflected uses of cash of $100.3 million driven by the timing of inventory purchases, payments for accrued expenses and accounts payable and collections of accounts receivable. Our operating cash flows for the year ended December 31, 20172020 included our net incomeloss of $457.2$1,857.5 million, depreciationgain on sale of assets of $477.8 million mainly related to the sale of the hydrogen plants and amortizationthe sale of $274.7 million, pension and other post-retirement benefits costs of $42.2 million, debt extinguishment costs of $25.5 million, equity-based compensation of $21.5 million,land at our Torrance refinery, net non-cash charges relating to the change in the fair value of our inventory repurchase obligations of $13.8$12.6 million, $5.7and change in the fair value of the Martinez Contingent Consideration of $79.3 million, partially offset by depreciation and amortization of net distributions received in excess$523.8 million, a non-cash charge of income from$268.0 million related to an LCM inventory adjustment, impairment expense of $91.8 million, pension and other post-retirement benefits costs of $55.7 million, stock-based compensation of $29.3 million, debt extinguishment costs related to the early redemption of our equity method investment in TVPC, changes2023 Senior Notes of $22.2 million, change in the fair value of our catalyst leasesobligations of $2.2$11.8 million and loss on sale of assets of $1.5 million, partially offset by non-cash benefit of $295.5 million relating to an LCM inventory adjustment and deferred income taxes of $12.5$7.3 million. In addition, net changes in operating assets and liabilities reflectedreflects cash inflows of cash of $65.1$597.3 million driven by the timing of inventory purchases, payments for accrued expenses and accounts payable and collections of accounts receivable.
Net cash provided byused in operating activities was $471.1$820.0 million for the year ended December 31, 20172020 compared to net cash provided by operating activities of $551.6$789.6 million for the year ended December 31, 2016.2019. Our operating cash flows for the year ended December 31, 20162019 included our net income of $235.9$388.2 million, depreciation and amortization of $218.9$404.4 million, pension and other post-retirement benefits costs of $44.8 million, stock-based compensation of $30.5 million, non-cash charges relating to the change in the fair value of our inventory repurchase obligations of $29.5$25.4 million, pension and other post-retirement benefits costs of $38.0 million, deferred income taxes of $19.8 million, equity-based compensation of $18.3 million, a loss on sale of assets of $11.4 million, partially offset by net non-cash benefit relating to an LCM inventory adjustment of $521.3 million, equity income from our investment in TVPC of $5.7 million and changes in the fair value of our catalyst leasesobligations of $1.4$9.7 million and distributions from our equity method investment in Torrance Valley Pipeline Company LLC (“TVPC”) of $7.9 million, partially offset by a non-cash benefit of $250.2 million relating to an LCM inventory adjustment, a gain on sale of assets of $29.9 million, deferred income taxes of $8.8 million, and income from our equity method investment in TVPC of $7.9 million. In addition, net changes in operating assets and liabilities reflected sourcescash inflows of cash of approximately $508.3$175.5 million driven by the timing of inventory purchases, payments for accrued expenses and accounts payable and collections of accounts receivable.
Cash Flows from Investing Activities
Net cash used in investing activities was $509.6$387.1 million for the year ended December 31, 20182021 compared to net cash used in investing activities of $641.6$1,014.2 million for the year ended December 31, 2017.2020. The net cash flows used in investing activities for the year ended December 31, 20182021 was comprised of cash outflows of capital expenditures totaling $277.3$240.5 million, expenditures for refinery turnarounds of $266.0$117.7 million, and expenditures for other assets of $17.1 million, partially offset by proceeds of $48.3 million related to the Torrance land sale and a $2.4 million return of capital from our equity method investment in TVPC. The net$28.9 million. Net cash flows used in investing activities for the year ended December 31, 20172020 was comprised of cash outflows of $1,176.2 million used to fund the Martinez Acquisition, capital expenditures totaling $232.7$183.9 million, expenditures for refinery turnarounds of $379.1$188.1 million, and expenditures for other assets of $31.1$9.1 million, partially offset by proceeds from sale of assets of $543.1 million.
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Net cash used in investing activities was $1,014.2 million for the year ended December 31, 2020 compared to $680.2 million for the year ended December 31, 2019. Net cash used in investing activities for the year ended December 31, 2019 was comprised of cash outflows of $373.1 million for capital expenditures, expenditures for refinery turnarounds of $299.3 million and expenditures for other assets of $44.7 million, partially offset by proceeds of $36.3 million related to the sale of land at our Torrance refinery and a $1.3$0.6 million return of capital from our equity method investment in TVPC.
Cash Flows from Financing Activities
Net cash used in investingfinancing activities was $641.6$169.6 million for the year ended December 31, 20172021 compared to $1,473.5net cash provided by financing activities of $2,641.2 million for the year ended December 31, 2016. The net cash used in investing activities for the year ended December 31, 2016 was comprised of cash outflows of $971.9 million used to fund the Torrance Acquisition, capital expenditures totaling $282.4 million, expenditures for turnarounds of $198.7 million, expenditures for other assets of $42.5 million and the final working capital settlement related to the acquisition of the Chalmette refinery of $2.7 million, partially offset by $24.7 million in proceeds from the sale of assets.
Net cash provided by financing activities was $2,641.2 million partially offsetfor the year ended December 31, 2020 compared to net cash provided by a contribution from our parent
financing activities of $287.0 million.$92.0 million for the year ended December 31, 2019. For the year ended December 31, 2017,2019, net cash provided by financing activities consisted primarily of a contribution from our parent of $97.0$228.5 million, payments received from affiliate notes receivable of $11.6 million, settlements of precious metal catalyst leases of $10.8 million and cash proceeds of $21.4 million from the issuance of the 2025 Senior Notes net of cash paid to redeem the 2020 Senior Secured Notes, partially offset by distributions to members of $61.1$121.6 million, distributions to T&M and Collins shareholders of $1.8 million,principal amortization payments of principal under the PBF Rail Term Loan of $6.6$7.0 million, settlements of catalyst obligations of $6.5 million and repaymentsdeferred financing costs and other of our note payable of $1.2$1.4 million. Additionally, during the year ended December 31, 2017,2019, we borrowed and repaid $490.0$1,350.0 million under our Revolving Credit Facility resulting in no net change to amounts outstanding for the year ended December 31, 2017.2019.
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Capitalization
Our capital structure was comprised of the following as of December 31, 20182021 (in millions):
| December 31, 2018 | |||
| Debt, including current maturities: | |||
| 2025 Senior Notes | $ | 725.0 | |
| 2023 Senior Notes | 500.0 | ||
| PBF Rail Term Loan | 21.6 | ||
| Catalyst leases | 44.3 | ||
| Total debt | 1,290.9 | ||
| Unamortized deferred financing costs | (30.5 | ) | |
| Total debt, net of unamortized deferred financing costs | 1,260.4 | ||
| Total Equity | 3,529.7 | ||
Total Capitalization (1) | $ | 4,790.1 | |
| Total Debt to Capitalization Ratio | 26 | % | |
| December 31, 2021 | |||||
Debt: (1) | |||||
| 2025 Senior Secured Notes | $ | 1,250.0 | |||
| 2028 Senior Notes | 826.5 | ||||
| 2025 Senior Notes | 669.5 | ||||
| Revolving Credit Facility | 900.0 | ||||
| Catalyst financing arrangements | 58.4 | ||||
| Total debt | 3,704.4 | ||||
| Unamortized deferred financing costs | (31.6) | ||||
| Unamortized premium | 0.5 | ||||
| Total debt, net of unamortized deferred financing costs and premium | $ | 3,673.3 | |||
| Total Equity | $ | 2,413.4 | |||
Total Capitalization (2) | $ | 6,086.7 | |||
| Total Debt to Capitalization Ratio | 60 | % | |||
____________________________
(1) Total Capitalization refersRefer to the sum of debt plus total equity.
(2) Total Capitalization refers to the sum of upTotal debt, net of unamortized deferred financing costs and premium plus Total Equity.
2021 Debt Related Transactions
During the year ended December 31, 2021, we made a number of open market repurchases of our 2028 Senior Notes and our 2025 Senior Notes that resulted in the extinguishment of $173.5 million in principal of the 2028 Senior Notes and $55.5 million in principal of the 2025 Senior Notes. Total cash consideration paid to $3.5 billion. The LC Participation Fee ranges from 1.00% to 1.75% dependingrepurchase the principal amount outstanding of the 2028 Senior Notes and the 2025 Senior Notes, excluding accrued interest, totaled $146.8 million and we recognized a $79.9 million gain on the Company’s corporate credit ratingextinguishment of debt during the year ended December 31, 2021. We also settled certain of our precious metal financing arrangements, resulting in a reduction to debt of approximately $31.7 million.
We may, at any time and from time to time, seek to continue to repurchase or retire our outstanding debt securities through cash purchases (and/or exchanges for equity or debt), in open-market purchases, block trades, privately negotiated transactions or otherwise, upon such terms and at such prices as we may determine. We will evaluate any such transactions in light of then-existing market conditions, taking into account our current liquidity and prospects for future access to capital, the Fronting Fee is cappedtrading prices of our debt securities, legal requirements and contractual restrictions and economic and market conditions. The amounts involved in any such transactions, individually or in the aggregate, may be material. We are not obligated to repurchase any of our debt securities other than as set forth in the applicable indentures, and repurchases may be suspended or discontinued at 0.25%.any time without prior notice.
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Revolving Credit Agreement contains customary covenants and restrictions on our activities, including, but not limited to, limitations on the incurrence of additional indebtedness, liens, negative pledges, guarantees, investments, loans, asset sales, mergers and acquisitions, prepayment of other debt, distributions, dividends and the repurchase of capital stock, transactions with affiliates and our ability to change the natureFacilities Overview
One of our business orprimary sources of liquidity are borrowings available under our fiscal year; allRevolving Credit Facility, which had the following available capacity at December 31, 2021 (in millions):
| Total Commitment | Amount Borrowed as of December 31, 2021 | Outstanding Letters of Credit | Borrowing Base Availability | Expiration Date | ||||||||||||||||||||||||||||
| Revolving Credit Facility (a) | $ | 3,400.0 | $ | 900.0 | $ | 380.1 | $ | 3,400.0 | May 2023 | |||||||||||||||||||||||
___________________________
(a)The amount available for borrowings and letters of credit under the Revolving Credit Facility is calculated according to a “borrowing base” formula based on (i) 90% of the book value of Eligible Accounts with respect to investment grade obligors plus (ii) 85% of the book value of Eligible Accounts with respect to non-investment grade obligors plus (iii) 80% of the cost of Eligible Hydrocarbon Inventory plus (iv) 100% of Cash and Cash Equivalents in deposit accounts subject to a control agreement, in each case as defined in the Revolving Credit Agreement.
| Total Commitment | Amount Borrowed as of December 31, 2018 | Outstanding Letters of Credit | Available Capacity | Expiration date | ||||||||||||||
| Revolving Credit Facility (a) | $ | 3,400.0 | $ | — | $ | 400.7 | $ | 1,080.1 | May 2023 | |||||||||
Additional Information on Indebtedness
Our debt, including our revolving credit facility, term loanRevolving Credit Facility and senior notes, include certain typical financial covenants and restrictions on our subsidiaries’ ability to, among other things, incur or guarantee new debt, engage in certain business activities including transactions with affiliates and asset sales, make investments or distributions, engage in mergers or pay dividends in certain circumstances. These covenants are subject to a number of important exceptions and qualifications. We are in compliance as of December 31, 2021 with all covenants, including financial covenants, in all of our debt agreements. For further discussion of our indebtedness and these covenants and restrictions, see “Note 89 - Credit FacilityFacilities and Debt” of our Notes to Consolidated Financial Statements.
Liquidity
As of December 31, 2018,2021, our totaloperational liquidity was approximately $1,641.8 million, compared to total liquidity of approximately $1,395.2 millionmore than $2.4 billion ($2.3 billion as of December 31, 2017. Our total liquidity is equal to the amount2020), which consists of excess$1.3 billion of cash and more than $1.1 billion of borrowing availability under theour Revolving Credit Facility, which includes our cash on hand.
Due to the unprecedented events caused by the COVID-19 pandemic and the negative impact on our liquidity, we executed a plan to strengthen our balance atsheet and increase our flexibility and responsiveness by incorporating certain adjustments to our operations and other cost saving measures. We remain committed to our plan in the current year with notable events within the past twelve months highlighted below:
•Extinguishment of $229.0 million of our 2028 Senior Notes and 2025 Senior Notes to date, which will result in annual cash interest savings of approximately $14.4 million;
•In October 2021, executed the Third Inventory Intermediation Agreement with J. Aron through 2024, covering certain crude oil, intermediate and finished products across our East Coast and Chalmette refineries;
•On December 31, 2018.2020, we completed the operational reconfiguration of our East Coast Refining System comprised of our Delaware City and Paulsboro refineries. The reconfiguration resulted in the temporary idling of certain Paulsboro refinery units and overall lower throughput and inventory levels. Recurring annual operating and capital expenditures savings are expected to be approximately $100.0 million and $50.0 million, respectively, relative to average historic levels;
•Implemented and/or continued various cost reduction and cash preservation initiatives, including a significant decrease in 2021 capital expenditures and reducing 2021 operating expenses driven by minimizing discretionary activities and third-party services; and
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•Continued the temporary suspension of PBF Energy’s quarterly dividend of $0.30 per share, anticipated to preserve approximately $35.0 million of cash each quarter, to support the balance sheet.
We are actively responding to the impacts of the COVID-19 pandemic and ongoing rebalancing in the global oil markets. We continue to adjust our operational plans to the evolving market conditions and continue to target and execute reduction measures. We also remain committed to assessing other opportunities that could improve our liquidity, including by further reducing debt and/or potential sales of non-operating assets or other real property, although there can be no assurance that we will do so.
While it is impossible to estimate the duration or complete financial impact of the COVID-19 pandemic, we believe that the strategic actions we have taken, plus our cash flows from operations and available capital resources will be sufficient to meet our and our subsidiaries’ capital expenditures, working capital needs, and debt service requirements, for the next twelve months. We cannot assure you that our assumptions used to estimate our liquidity requirements will be correct because the impact that the COVID-19 pandemic is having on us and our industry is ongoing and unprecedented. The extent of the impact of the COVID-19 pandemic on our business, financial condition, results of operations and liquidity will depend largely on future developments, including the severity, location and duration of the pandemic and variants thereof, the effectiveness of the vaccine programs and other actions undertaken by national, regional, and local governments and health officials to contain the virus or treat its effects, and how quickly and to what extent economic conditions improve and normal business and operating conditions resume. As a result, we may require additional capital, and, from time to time, may pursue funding strategies in the capital markets or through private transactions to strengthen our liquidity and/or fund strategic initiatives. Such additional financing may not be available at favorable terms or at all.
We may incur additional indebtedness in the future, including additional secured indebtedness, subject to the satisfaction of any debt incurrence and, if applicable, lien incurrence limitation covenants in our existing financing agreements. Although we were in compliance with incurrence covenants during the year ended December 31, 2021, to the extent that any of our activities triggered these covenants, there are no assurances that conditions could not change significantly, and that such changes could adversely impact our ability to meet some of these incurrence covenants at the time that we needed to. Failure to meet the incurrence covenants could impose certain incremental restrictions on, among other matters, our ability to incur new debt (including secured debt) and also may limit the extent to which we make new investments, repurchase our outstanding debt or incur new liens.
Working Capital
Working capital at December 31, 20182021 was approximately $1,069.1$1,266.5 million, consisting of $3,200.9$5,158.6 million in total current assets and $2,131.8$3,892.1 million in total current liabilities. Working capital at December 31, 20172020 was $1,310.3$1,265.4 million, consisting of $3,749.0$3,819.1 million in total current assets and $2,438.7$2,553.7 million in total current liabilities. Working capital has decreased during the year ended December 31, 2018 primarily as a result of capital expenditures, including turnaround costs, partially offset by positive earnings and proceeds from the Torrance land sale.
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Crude and Feedstock Supply Agreements
Certain of our purchases of crude oil under our agreements with foreign national oil companies require that we post letters of credit, if open terms are exceeded, and arrange for shipment. We pay for the crude when invoiced, at which time theany applicable letters of credit are lifted. We have a contract with Saudi Aramco pursuant to which we have been purchasing up to approximately 100,000 bpd of crude oil from Saudi Aramco that is processed at our Paulsboro refinery. In connection with the acquisition of the Chalmette Acquisitionrefinery we entered into a contract with PDVSA for the supply of 40,000 to 60,000 bpd of crude oil that can be processed at any of our East or Gulf Coast refineries. We have not sourced crude oil under this agreement since the third quarter of 2017 aswhen PDVSA has suspended deliveries due to the parties’ inability to agree to mutually acceptable payment terms and because of U.S. government sanctions against PDVSA. Notwithstanding the suspension, the U. S. government sanctions imposed against PDVSA and Venezuela prevented us from purchasing crude oil under this agreement. In connection with the closing of the acquisition of the Torrance Acquisition,refinery, we entered into a crude supply agreement with ExxonMobil for approximately 60,000 bpd of crude oil that can be processed at our Torrance refinery. We currently purchase all of our crude and feedstock needs independently from a variety of suppliers on the spot market or through term agreements for our Delaware City and Toledo refineries.
We currently have various crude supply agreements with terms through 2025 with Shell Oil Products for approximately 145,000 bpd, in the aggregate, to support our West Coast and Mid-Continent refinery operations. In addition, we have certain offtake agreements for our West Coast system with the same counterparty for clean products with varying terms up to 15 years.
Inventory Intermediation AgreementsAgreement
On May 4, 2017 and September 8, 2017,October 25, 2021, we and our subsidiaries, DCR and PRC,the PBF Entities, entered into amendments to the Third Inventory Intermediation AgreementsAgreement with J. Aron, pursuant to which certainthe terms of the existingprevious inventory intermediation agreements were amended and restated in their entirety, including, among other things pricing and an extension of the terms. As a result of the amendments (i) theThe Third Inventory Intermediation Agreement by and among J. Aron, PBF Holding and PRC relating to the Paulsboro refinery extends the term to December 31, 2019,2024, which term may be further extended by mutual consent of the parties to December 31, 2020 and (ii)2025. If not extended or replaced, at expiration, we will be required to repurchase the inventories outstanding under the Third Inventory Intermediation Agreement by and among J. Aron, PBF Holding and DCR relatingat that time. We intend to either extend or replace the Delaware City refinery extends the term to July 1, 2019, which term may be further extended by mutual consent of the parties to July 1, 2020.
At December 31, 2018,2021, the LIFO value of intermediates and finished products owned bythe J. Aron Products included within Inventory onInventories in our consolidated balance sheetConsolidated Balance Sheets was $334.7$445.2 million. We accrue a corresponding liability for such crude oil, intermediates and finished products.
Capital Spending
Capital spending was $560.3$387.1 million for the year ended December 31, 2018,2021, which primarily included turnaround costs associated with safety related enhancements and facility improvements at our refineries. Our 2022 estimate for maintenance, environmental, regulatory, and safety capital expenditures are estimated to remain in line with our historical average of $150.0 million to $200.0 million. For the refineries. We currentlyfirst half of 2022, we expect to spend an aggregateincur turnaround-related capital expenditures of approximately $625.0$200.0 million to $675.0$225.0 million in net capital expenditures during 2019 for facility improvements and refinery maintenance andprimarily relating to turnarounds the majority of which is expected to be incurred during the first six months of 2019. Significant capital spending plans for 2019 include turnarounds of the coker at our Torrance refinery,East and West Coast refineries.
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Material Cash Requirements
Our material cash requirements include the coker at our Delaware City refineryfollowing known contractual and the crude unit at our Paulsboro refinery, as well as expenditures to meet environmental and regulatory requirements. Capital spending plans also include strategic capital expenditures for the restart of the idled Chalmette refinery coker and the Delaware City refinery hydrogen plant.
| Payments due by period | |||||||||||||||||||
| Total | Less than 1 year | 1-3 Years | 3-5 Years | More than 5 years | |||||||||||||||
| Long-term debt (a) | $ | 1,290,907 | $ | 31,368 | $ | 34,539 | $ | 500,000 | $ | 725,000 | |||||||||
| Interest payments on debt facilities (a) | 517,792 | 88,431 | 175,392 | 175,125 | 78,844 | ||||||||||||||
| Operating Leases (b) | 1,244,168 | 253,215 | 363,206 | 261,120 | 366,627 | ||||||||||||||
| Purchase obligations (c): | |||||||||||||||||||
| Crude and Feedstock Supply and Inventory Intermediation Agreements | 4,980,498 | 2,374,498 | 2,579,756 | 26,244 | — | ||||||||||||||
| Other Supply and Capacity Agreements | 690,102 | 189,821 | 146,467 | 97,030 | 256,784 | ||||||||||||||
| Minimum volume commitments with PBFX (d) | 416,959 | 106,443 | 213,965 | 49,976 | 46,575 | ||||||||||||||
| Construction obligations | 89,526 | 89,526 | — | — | — | ||||||||||||||
| Environmental obligations (e) | 148,493 | 6,425 | 23,204 | 22,360 | 96,504 | ||||||||||||||
| Pension and post-retirement obligations (f) | 237,393 | 12,241 | 25,659 | 25,004 | 174,489 | ||||||||||||||
| Total contractual cash obligations | $ | 9,615,838 | $ | 3,151,968 | $ | 3,562,188 | $ | 1,156,859 | $ | 1,744,823 | |||||||||
| Payments due by period | |||||||||||||||||||||||||||||
| Total | Less than 1 year | 1-3 Years | 3-5 Years | More than 5 years | |||||||||||||||||||||||||
Credit facilities and debt (a) | $ | 3,704.4 | $ | 58.4 | $ | 900.0 | $ | 1,919.5 | $ | 826.5 | |||||||||||||||||||
| Interest payments on credit facilities and debt | 954.8 | 255.3 | 443.9 | 181.2 | 74.4 | ||||||||||||||||||||||||
Leases and other rental-related commitments (b) | 2,996.9 | 391.0 | 667.1 | 529.9 | 1,408.9 | ||||||||||||||||||||||||
Purchase obligations (c) | 20,237.8 | 8,239.8 | 11,359.1 | 400.4 | 238.5 | ||||||||||||||||||||||||
Minimum volume commitments with PBFX (d) | 359.0 | 95.8 | 176.3 | 86.9 | — | ||||||||||||||||||||||||
| Construction obligations | 126.7 | 126.7 | — | — | — | ||||||||||||||||||||||||
Environmental obligations (e) | 161.9 | 14.1 | 28.9 | 16.4 | 102.5 | ||||||||||||||||||||||||
Pension and post-retirement obligations (f) | 330.4 | 26.1 | 33.4 | 33.6 | 237.3 | ||||||||||||||||||||||||
Martinez Contingent Consideration (g) | 39.7 | — | 39.7 | — | — | ||||||||||||||||||||||||
| Total material cash requirements | $ | 28,911.6 | $ | 9,207.2 | $ | 13,648.4 | $ | 3,167.9 | $ | 2,888.1 | |||||||||||||||||||
(a) Long-term DebtCredit facilities and Interest Payments on Debt Facilitiesdebt
(b) Leases and other rental-related commitments
Operating and Finance lease obligations include options to extend terms that are further explained inreasonably certain of being exercised. We have entered into certain agreements for the supply of hydrogen that contain both lease and non-lease components. The table above also includes such non-lease components of these agreements. See “Note 1113 - Commitments and Contingencies”Leases” of our Notes to Consolidated Financial Statements.
(c) Purchase Obligationsobligations
We have obligations to repurchase certain intermediates and refined productsthe J. Aron Products under separate inventory intermediation agreementsthe Third Inventory Intermediation Agreement with J. Aron as further explained in “Note 2 - Summary of Significant Accounting Policies”, “Note 45 - Inventories” and “Note 78 - Accrued expenses”Expenses” of our Notes to Consolidated Financial Statements. Additionally, purchase obligations under “Crude and Feedstock Supply and Inventory Intermediation Agreements” include commitments to purchase crude oil from certain counterparties under supply agreements, entered into to ensure adequate supplies of crude oil for our refineries. These obligations are based on aggregate minimum volume commitments at 2018 year end market prices.
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for pipeline capacity. We enter into these contractscapacity, and forward purchase commitments to facilitate crude oil deliveries and to ensure an adequate supply of energyacquire AB 32, RINs or essential services to support our refinery operations. Substantially all of these obligations are based on fixed prices. Certain agreements include fixed or minimum volume requirements, while others are based on our actual usage. LCFS credits from third parties.
The amounts included in this table are based on fixed or minimum quantitiesexclude our crude supply agreement with PDVSA. We have not sourced crude oil under this agreement since the third quarter of 2017 as PDVSA has suspended deliveries due to be purchasedthe parties inability to agree to mutually acceptable payment terms and the fixed or estimated costs based on market conditions asbecause of December 31, 2018.U.S. government sanctions against PDVSA.
(d) Minimum Volume Commitmentsvolume commitments with PBFX
We have minimum obligations under our commercial agreements entered into with PBFX. Refer to “Note 1011 - Related Party Transactions” and “Note 12 - Commitments and Contingencies” of our Notes to the Consolidated Financial Statements for a detailed explanation of each of these agreements.agreements and quantification of minimum amounts due in subsequent periods, respectively.
Included in the table above are our obligations related to the minimum volume commitments required under these commercial agreements that were determined to not be leases under GAAP. Any incremental volumes above any minimum throughput under these agreements would increase our obligations. Our obligation with respect to certain crude oil and refined product storage agreements is based on the estimated shell capacity of the storage tanks to be utilized.
(e) Environmental Obligationsobligations
In connection with certain of our refinery acquisitions, we have assumed certain environmental remediation obligations to address matters that were outstanding at the time of such acquisitions. In addition, in connection with most of these acquisitions, we have purchased environmental insurance policies to insure against unknown environmental liabilities at each site. The obligations in the table above reflect our best undiscounted estimate in cost and tenure to remediate our outstanding obligations and are further discussed in “Note 1112 - Commitments and Contingencies” of our Notes to Consolidated Financial Statements.
(f) Pension and Post-retirement Obligationspost-retirement obligations
Pension and post-retirement obligations include only those amounts we expect to pay out in benefit payments and are further explained in “Note 1416 - Employee Benefit Plans” of our Notes to Consolidated Financial Statements.
Critical Accounting Policies
The following summary provides further information about our critical accounting policies that involve critical accounting estimates and should be read in conjunction with “Note 2 - Summary of Significant Accounting Policies” of our Notes to Consolidated Financial Statements within “Item 8. Financial Statements and Supplementary Data.”Statements. The following accounting policies involve estimates that are considered critical due to the level of subjectivity and judgment involved, as well as the impact on our financial position and results of operations. We believe that all of our estimates are reasonable. Unless otherwise noted, estimates of the sensitivity to earnings that would result from changes in the assumptions used in determining our estimates is not practicable due to the number of assumptions and contingencies involved, and the wide range of possible outcomes.
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Inventory
Inventories are carried at the lower of cost or market. The cost of crude oil, feedstocks, blendstocks and refined products is determined under the LIFO method using the dollar value LIFO method with increments valued based on average cost during the year. The cost of supplies and other inventories is determined principally on the weighted average cost method. In addition, the use of the LIFO inventory method may result in increases or decreases to cost of sales in years that inventory volumes decline as the result of charging cost of sales with LIFO inventory costs generated in prior periods. At December 31, 2018 and 2017,2021 the replacement value of inventories exceeded the LIFO carrying value. At December 31, 2020, market values had fallen below historical LIFO inventory costs and, as a result, we recorded lower of costan LCM or market inventory valuation reservesreserve of $651.7 million and $300.5 million, respectively.$669.6 million. The lower of costLCM or market inventory valuation reserve, or a portion thereof, is subject to reversal as a reduction to cost of products sold in subsequent periods as inventories giving rise to the reserve are sold, and a new reserve is established. Such a reduction to cost of products sold could be significant if inventory values return to historical cost price levels. Additionally, further decreases in overall inventory values could result in additional charges to cost of products sold should the lower of costLCM or market inventory valuation reserve be increased.
Environmental Matters
Liabilities for future clean-up costs are recorded when environmental assessments and/or clean-up efforts are probable and the costs can be reasonably estimated. Other than for periodic assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable future costs using currently available technology and applying current regulations, as well as our own internal environmental policies. The actual settlement of our liability for environmental matters could materially differ from our estimates due to a number of uncertainties such as the extent of contamination, changes in environmental laws and regulations, potential improvements in remediation technologies and the participation of other responsible parties. Additionally, in connection with the Torrance Acquisition on July 1, 2016, we assumed certain pre-existing environmental liabilities. While we believe that our current estimates of the amounts and timing of the costs related to the remediation of these liabilities are reasonable, we have had limited experience withprior exposure to certain of these environmental obligations due to our short operating history.history with certain of our assets. It is possible that our estimates of the costs and duration of the environmental remediation activities related to these liabilities could materially change.
Business Combinations
We use the acquisition method of accounting for the recognition of assets acquired and liabilities assumed in business combinations at their estimated fair values as of the date of acquisition. Any excess consideration transferred over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is required in estimating the fair value of assets acquired. As a result, in the case of significant acquisitions, we obtain the assistance of third-party valuation specialists in estimating fair values of tangible and intangible assets based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.
Certain of our acquisitions may include earn-out provisions or other forms of contingent consideration. As of the acquisition date, we record contingent consideration, as applicable, at the estimated fair value of expected future payments associated with the earn-out. Any changes to the recorded fair value of contingent consideration, subsequent to the measurement period, will be recognized as earnings in the period in which it occurs. Such contingent consideration liabilities are based on best estimates of future expected payment obligations, which are subject to change due to many factors outside of our control. Changes to the estimate of expected future contingent consideration payments may occur, from time to time, due to various reasons, including actual results differing from estimates and adjustments to the revenue or earnings assumptions used as the basis for the liability based on historical experience. While we believe that our current estimate of the fair
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value of our contingent consideration liability is reasonable, it is possible that the actual future settlement of our earn-out obligations could materially differ.
Deferred Turnaround Costs
Refinery turnaround costs, which are incurred in connection with planned major maintenance activities at our refineries, are capitalized when incurred and amortized on a straight-line basis over the period of time estimated until the next turnaround occurs (generally three to fivesix years). While we believe that the estimates of time until the next turnaround are reasonable, it should be noted that factors such as competition, regulation or environmental matters could cause us to change our estimates thus impacting amortization expense in the future.
Derivative Instruments
We are exposed to market risk, primarily related to changes in commodity prices for the crude oil and feedstocks we useused in the refining process, as well as the prices of the refined products we sell.sold and the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. The accounting treatment for commodity and environmental compliance contracts depends on the intended use of the particular contract and on whether or not the contract meets the definition of a derivative. Non-derivative contracts are recorded at the time of delivery.
All derivative instruments that are not designated as normal purchases or sales are recorded in our consolidated balance sheetConsolidated Balance Sheets as either assets or liabilities measured at their fair values. Changes in the fair value of derivative instruments that either are not designated or do not qualify for hedge accounting treatment or normal purchase or normal sale accounting are recognized in income. Contracts qualifying for the normal purchases and sales exemption are accounted for upon settlement. We elect fair value hedge accounting for certain derivatives associated with our inventory repurchase obligations.
Derivative accounting is complex and requires management judgment in the following respects: identification of derivatives and embedded derivatives; determination of the fair value of derivatives; identification of hedge relationships; assessment and measurement of hedge ineffectiveness; and election and designation of the normal purchases and sales exception. All of these judgments, depending upon their timing and effect, can have a significant impact on earnings.
Impairment of Long-Lived Assets
We evaluate long-lived assets for impairment on a continual basis and reassess the reasonableness of their related useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events may include, among other things, significant adverse changes in the business climate, market conditions, environmental regulations or a determination that it is more likely than not that an asset or an asset group will be sold or retired before its estimated useful life. These possible triggering events of impairment may impact our assumptions related to future throughput levels, future operating revenues, expenses and gross margin, levels of anticipated capital expenditures and remaining useful life. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. Cash flows for long-lived assets/asset groups are determined at the lowest level for which identifiable cash flows exist. The cash flows from the refinery asset groups are evaluated individually regardless of product mix or fuel type produced. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. Our assumptions incorporate inherent uncertainties that are at times difficult to predict and could result in impairment charges or accelerated depreciation in future periods if actual results materially differ from the estimated assumptions used.
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Recent Accounting Pronouncements
Refer to “Note 2 - Summary of Significant Accounting Policies” of our Notes to Consolidated Financial Statements, for Recently Issued Accounting Pronouncements.
Supplemental Guarantor Financial Information
As of December 31, 2021, PBF Services, DCR, PBF Power, PRC, Toledo Refining, Chalmette Refining, PBF Western Region, Torrance Refining, Martinez Refining, PBF International Inc. and PBF Investments are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the 2025 Senior Secured Notes, 2025 Senior Notes and 2028 Senior Notes. These guarantees are full and unconditional and joint and several. PBF Holding serves as the “Issuer”. The indentures dated May 30, 2017 and January 24, 2020, among PBF Holding, PBF Finance, the guarantors party thereto, Wilmington Trust, National Association, as trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, and the indenture dated May 13, 2020, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent, govern subsidiaries designated as “Guarantor Subsidiaries”. PBF Ltd., PBF Transportation Company LLC, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins, T&M, Torrance Basin Pipeline Company LLC, Torrance Logistics Company LLC, Torrance Pipeline Company LLC, Martinez Terminal Company LLC, Martinez Pipeline Company LLC and PBFWR Logistics Holdings LLC are consolidated subsidiaries of the Company that are not guarantors of the 2025 Senior Secured Notes, 2025 Senior Notes and 2028 Senior Notes. The 2025 Senior Secured Notes, 2025 Senior Notes and 2028 Senior Notes were co-issued by PBF Finance. For purposes of the following information, PBF Finance is referred to as “Co-Issuer.” The Co-Issuer has no independent assets or operations.
The following tables present summarized information for the Issuer and the Guarantor Subsidiaries on a combined basis after elimination of (i) intercompany transactions and balances among the Issuer and the Guarantor Subsidiaries and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor.
| Summarized Balance Sheets (in millions) | December 31, 2021 | December 31, 2020 | |||||||||
| ASSETS | |||||||||||
Current Assets (1) | $ | 4,840.0 | $ | 3,559.0 | |||||||
| Non-Current Assets | 5,754.0 | 5,990.0 | |||||||||
| Due from non-guarantor subsidiaries | 16,211.0 | 13,813.0 | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
Current liabilities (1) | $ | 3,645.0 | $ | 2,350.0 | |||||||
| Long-term liabilities | 4,862.0 | 5,411.0 | |||||||||
| Due to non-guarantor subsidiaries | 16,100.0 | 13,770.0 | |||||||||
| (1) Includes $4.1 million and $61.7 million of accounts receivables and accounts payables, respectively, related to transactions with PBFX as of December 31, 2021. Includes $4.9 million and $53.2 million of accounts receivables and accounts payables, respectively, related to transactions with PBFX as of December 31, 2020. Refer to “Note 11 - Related Party Transactions” of the Notes to Consolidated Financial Statements for further disclosures. | |||||||||||
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| Summarized Statements of Operations (in millions) | December 31, 2021 | December 31, 2020 | |||||||||||||||
| Revenues | $ | 26,836.9 | $ | 14,732.0 | |||||||||||||
| Cost of sales | 23,940.0 | 15,394.0 | |||||||||||||||
| Gross margin | 2,896.9 | (662.0) | |||||||||||||||
| Income (loss) from operations | 2,631.5 | (445.2) | |||||||||||||||
| Net income (loss) | 2,400.2 | (680.9) | |||||||||||||||
| Net income (loss) attributable to PBF Holding Company LLC | $ | 2,397.9 | $ | (680.6) | |||||||||||||
| Non-guarantor intercompany sales with the Issuer and Guarantor subsidiaries | $ | 2,237.8 | $ | 1,197.2 | |||||||||||||
| Non-guarantor intercompany cost of sales with the Issuer and Guarantor subsidiaries | 76.7 | 20.6 | |||||||||||||||
Affiliate revenues related to transactions with PBFX (1) | 16.0 | 16.3 | |||||||||||||||
Affiliate expenses related to transactions with PBFX (1) | 304.1 | 289.4 | |||||||||||||||
| (1) Refer to “Note 11 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for further information. | |||||||||||||||||
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks, including changes in commodity prices and interest rates. Our primary commodity price risk is associated with the difference between the prices we sell our refined products and the prices we pay for crude oil and other feedstocks. We may use derivative instruments to manage the risks from changes in the prices of crude oil and refined products, natural gas, interest rates, or to capture market opportunities.
Commodity Price Risk
Our earnings, cash flow and liquidity are significantly affected by a variety of factors beyond our control, including the supply of, and demand for, crude oil, other feedstocks, refined products and natural gas. The supply of and demand for these commodities depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, planned and unplanned downtime in refineries, pipelines and production facilities, production levels, the availability of imports, the marketing of competitive and alternative fuels, and the extent of government regulation. As a result, the prices of these commodities can be volatile. Our revenues fluctuate significantly with movements in industry refined product prices, our cost of sales fluctuates significantly with movements in crude oil and feedstock prices and our operating expenses fluctuate with movements in the price of natural gas. We manage our exposure to these commodity price risks through our supply and offtake agreements as well as through the use of various commodity derivative instruments.
We may use non-trading derivative instruments to manage exposure to commodity price risks associated with the purchase or sale of crude oil and feedstocks, finished products and natural gas outside of our supply and offtake agreements. The derivative instruments we use include physical commodity contracts and exchange-traded and over-the-counter financial instruments. We mark-to-market our commodity derivative instruments and recognize the changes in their fair value in our statements of operations.
The negative impact of the unprecedented global health and economic crisis sparked by the COVID-19 pandemic, combined with uncertainty around future output levels of the world’s largest oil producers increased unpredictability in oil supply and demand resulting in an economic challenge to our industry which has not occurred since our formation. This combination resulted in significant reduction in demand for our refined products and abnormal volatility in oil commodity prices. Demand for and market prices of most of our products started to recover following the lifting or easing of these restrictions by many governmental authorities and the distribution of the COVID-19 vaccines at the beginning of 2021.
At December 31, 20182021 and 2017,December 31, 2020, we had gross open commodity derivative contracts representing 7.442.1 million barrels and 24.310.0 million barrels, respectively, with an unrealized net gainloss of $7.2$12.0 million and unrealized net loss of $74.3$3.0 million, respectively. The open commodity derivative contracts as of December 31, 20182021 expire at various times during 2019.2022 and 2023.
We carry inventories of crude oil, intermediates and refined products (“hydrocarbon inventories”) on our consolidated balance sheet,Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled approximately 30.530.2 million barrels and 30.128.2 million barrels at December 31, 20182021 and 2017,December 31, 2020, respectively. The average cost of our hydrocarbon inventories was approximately $78.78$78.29 and $80.21$78.64 per barrel on a LIFO basis at December 31, 20182021 and 2017, respectively, excludingDecember 31, 2020, respectively. The December 31, 2020 results exclude the net impact of an LCM inventory adjustmentsadjustment of approximately $651.7$669.6 million, and $300.5 million, respectively.whereas at December 31, 2021, the replacement value of inventory exceeded the LIFO carrying value. If market prices of our inventory decline to a level below our average cost, we may be required to write down the carrying value of our hydrocarbon inventories to market.
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Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we annually consume a total of between 6875 million and 7395 million MMBTUs of natural gas amongst our fivesix refineries as of December 31, 2018.2021. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $68.0$75.0 million to $73.0$95.0 million.
Compliance Program Price Risk
We are exposed to market risks related to our obligations to buy and the volatility in the price of credits needed to comply with various governmental and regulatory compliance programs, which includes RINs, required to comply with the RFS.Renewable Fuel Standard. Our overall RINs obligation is based on a percentage of our domestic shipments of on-road fuels as established by EPA. To the degree we are unable to blend the required amount of biofuels to satisfy our RINs obligation, we must purchase RINs on the open market. To mitigate the impact of thisthe market risk relating to our obligations on our results of operations and cash flows, we may elect to purchase RINs when the priceor other environmental credits as part of these instruments is deemed favorable.
our liability management strategy.
In addition, we are exposed to risks associated with complying with federal and state legislative and regulatory measures to address greenhouse gas and other emissions. Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as well as implement and manage new emission controls and programs put in place. For example, AB32 in California requiresSeptember 2016, the state of California enacted AB 32, which further reduces greenhouse gas emission targets to reduce its GHG emissions to40% below 1990 levels by 2020.2030. Compliance with such emission standards may require the purchase of emission credits or similar instruments.
Certain of these compliance contracts or instruments qualify as derivative instruments. For certain of these contracts, we elect the normal purchase normal sale exception under ASC 815, Derivatives and Hedging, for such instruments,and therefore do not record these contracts at their fair value.
Interest Rate Risk
The maximum commitment under our Revolving Credit Facility is $3.4 billion. Borrowings under the Revolving Credit Facility bear interest either at the Alternative Base Rate plus the Applicable Margin or at Adjusted LIBOR plus the Applicable Margin, all as defined in the Revolving Credit Agreement. At December 31, 2021, we had $900.0 million outstanding in variable interest debt. If this facility was fully drawn, a 1.0% change in the interest rate would increase or decrease our interest expense by approximately $20.6$23.6 million annually.
We also have interest rate exposure in connection with our Third Inventory Intermediation AgreementsAgreement under which we pay a time value of money charge based on LIBOR.
Credit Risk
We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties. We continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy.
Concentration Risk
For the years ended December 31, 2018, 20172021 and 2016,December 31, 2020, only one customer, Shell, accounted for 10% or more of our revenues (approximately 15% and 13%, respectively). For the year ended December 31, 2019, no single customer accounted for 10% or more of our total sales.revenues.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is set forth beginning on page F-1 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We conducted evaluations under the supervision and with the participation of our management, including the principal executive and principal financial officers, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon these evaluations as required by Exchange Act Rule 13a-15(b), the principal executive and principal financial officers concluded that the disclosure controls and procedures are effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018,2021, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on such assessment, we concludemanagement concluded that as of December 31, 2018,2021, the Company’s internal control over financial reporting is effective.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting as permitted by Item 308(b) of Regulation S-K for non-accelerated filers.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended December 31, 20182021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
Explanatory Note:
We are a limited liability company wholly-owned and controlled by PBF LLC. PBF Energy is the sole managing member of PBF LLC. Our directors and executive officers are the executive officers of PBF Energy. The compensation paid to these executive officers is for services provided to both entities (i.e., they are not separately compensated for their services as an officer or director of PBF Holding). PBF Holding does not file a proxy statement. If the information were required it would be identical (other than as expressly set forth below) to the information contained in Items 10, 11, 12, 13 and 14 of the Annual Report on Form 10-K of PBF Energy that will appear in the Proxy Statement of PBF Energy furnished to its stockholders in connection with its 20192022 Annual Meeting. Such information is incorporated by reference in this Annual Report on Form 10-K.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCEGOVERNANCE
Information About Our Directors and Executive Officers of PBF Holding
The following is a list of our directors and executive officers as of March 6, 2019:
2, 2022:
| Name | Age (as of December 31, | Position | ||||||||||||
| Thomas J. Nimbley | Chief Executive Officer | |||||||||||||
| Matthew C. Lucey | President | |||||||||||||
| C. Erik Young | Senior Vice President, Chief Financial Officer | |||||||||||||
| Paul Davis | President, Western Region | |||||||||||||
| Thomas | Senior Vice President, Commercial | |||||||||||||
| Trecia Canty | Senior Vice President, General Counsel & Corporate Secretary | |||||||||||||
| Steven Steach | 65 | Senior Vice President, Refining | ||||||||||||
Messrs. Nimbley and Lucey and Ms. Canty serve as the sole directors of PBF Holding and PBF Finance. We believe that each of their experience as executive officers of PBF Holding make them qualified to serve as its directors.
Thomas J. Nimbley has served as our and PBF Energy’s Chief Executive Officer since June 2010 and was Executive Vice President, Chief Operating Officer from March 2010 through June 2010. In his capacity as our Chief Executive Officer, Mr. Nimbley also serves as a director and the Chief Executive Officer of certain of our subsidiaries and our affiliates, including Chairman of the Board of PBF GP. Prior to joining us, Mr. Nimbley served as a Principal for Nimbley Consultants LLC from June 2005 to March 2010, where he provided consulting services and assisted on the acquisition of two refineries. He previously served as Senior Vice President and head of Refining for Phillips Petroleum Company (“Phillips”) and subsequently Senior Vice President and head of Refining for ConocoPhillips (“ConocoPhillips”) domestic refining system (13 locations) following the merger of Phillips and Conoco Inc. Before joining Phillips at the time of its acquisition of Tosco Corporation (“Tosco”) in September 2001, Mr. Nimbley served in various positions with Tosco and its subsidiaries starting in April 1993.
Matthew C. Lucey has served as our and PBF Energy’s President since January 2015 and was our Executive Vice President from April 2014 to December 2014. Mr. Lucey served as our Senior Vice President, Chief Financial Officer from April 2010 to March 2014. Mr. Lucey joined us as Vice President, Finance in April 2008. Mr. Lucey is also a director of certain of PBF Energy’s subsidiaries, including PBF GP. Prior thereto, Mr. Lucey served as a Managing Director of M.E. Zukerman & Co., a New York-based private equity firm specializing in several sectors of the broader energy industry, from 2001 to 2008. Before joining M.E. Zukerman & Co., Mr. Lucey spent six years in the banking industry.
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C. Erik Young has served as our and PBF Energy’s Senior Vice President and Chief Financial Officer since April 2014 after joining us in December 2010 as Director, Strategic Planning where he was responsible for both corporate development and capital markets initiatives. Mr. Young is also a director of certain of PBF Energy’s subsidiaries, including PBF GP. Prior to joining the Company, Mr. Young spent eleven years in corporate finance, strategic planning and mergers and acquisitions roles across a variety of industries. He began his career in investment banking before joining J.F. Lehman & Company, a private equity investment firm, in 2001.
Paul Davis has served as our and PBF Energy’s President, PBF Energy Western Region LLC since September 2017. Mr. Davis joined us in April of 2012 and held various executive roles in our commercial operations, including Co-Head of Commercial, prior to serving as Senior Vice President, Western Region Commercial Operations from September 2015 to September 2017. Previously, Mr. Davis was responsible for managing the U.S. clean products commercial operations for Hess Energy Trading Company from 2006 to 2012. Prior to that, Mr. Davis was responsible for Premcor’s U.S. Midwest clean products disposition group. Mr. Davis has over 29 years of experience in commercial operations in crude oil and refined products, including 16 years with the ExxonMobil Corporation in various operational and commercial positions, including sourcing refinery feedstocks and crude oil and the disposition of refined petroleum products, as well as optimization roles within refineries.
Thomas L. O’Connor has served as our and PBF Energy Senior Vice President, Commercial since September 2015. Mr. O’Connor joined us and PBF Energy as Senior Vice President in September 2014 with responsibility for business development and growing the business of PBFX, and from January to September 2015, served as Co-Head of commercial activities. Prior to joining us, Mr. O’Connor worked at Morgan Stanley since 2000 in various positions, most recently as a Managing Director and Global Head of Crude Oil Trading and Global Co-Head of Oil Flow Trading. Prior to joining Morgan Stanley, Mr. O’Connor worked for Tosco from 1995 to 2000 in the Atlantic Basin Fuel Oil and Feedstocks group.
Trecia Canty has served as our Senior Vice President, General Counsel and Corporate Secretary since September 2015. In her role, Ms. Canty is responsible for the legal department and outside counsel, which provide a broad range of support for the Company’s business activities, including corporate governance, compliance, litigations and mergers and acquisitions. Previously, Ms. Canty was named Vice President, Senior Deputy General Counsel and Assistant Secretary in October 2014 and led our commercial and finance legal operations since joining us in November 2012. Ms. Canty is also a director of certain of PBF Energy’s subsidiaries. Prior to joining us, Ms. Canty served as Associate General Counsel, Corporate and Assistant Secretary of Southwestern Energy Company, where her responsibilities included finance and mergers and acquisitions, securities and corporate compliance and corporate governance. She also provided legal support to the midstream marketing and logistics businesses. Prior to joining Southwestern Energy Company in 2004, she was an associate with Cleary, Gottlieb, Steen & Hamilton.
Steven Steach has served as our Senior Vice President, Refining since February 1, 2022 and has responsibility for our refining operations. He originally joined us in November 2015 in advance of the acquisition of the Torrance refinery and served as the Vice President and Refinery Manager of the Torrance refinery from its acquisition on July 1, 2016 until January 31, 2022. Before joining PBF, Mr. Steach was Refinery Manager for ConocoPhillips in Billings, MT, for four years. Prior to Billings, Mr. Steach was Operations Manager for ConocoPhillips at their Los Angeles Refinery for a total of nine years, including Site Manager at the Carson plant.
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Corporate Governance Matters
PBF Energy, our indirect parent, has adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is available at www.pbfenergy.com under the heading “Investors”. Any amendments to the Code of Business Conduct and Ethics or any grant of a waiver from the provisions of the Code of Business Conduct and Ethics requiring disclosure under applicable Securities and Exchange Commission rules will be disclosed on such website.
Additional information required by this Item will be contained in PBF Energy’s 20192022 Proxy Statement, incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Compensation of Directors of PBF Holding Company LLC
Directors of PBF Holding receive no separate compensation for service on the board of directors or committees thereof.
Additional information required under this Item will be contained in PBF Energy’s 20192022 Proxy Statement, incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of December 31, 2018,2021, 100% of the membership interests of PBF Holding were owned by PBF LLC, and PBF Finance had 100 shares of common stock outstanding, all of which were held by PBF Holding. Refer to Note 12 “Equity“Note 14 - Equity Structure” of our Notes to Consolidated Financial Statements.
The stockholders of PBF Energy may be deemed to beneficially own an interest in our membership interests by virtue of their beneficial ownership of shares of Class A common stock of PBF Energy. PBF Energy reports separately on the beneficial ownership of its officers, directors and significant stockholders. For additional information, we refer you to PBF Energy’s 20192022 Proxy Statement, which is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Refer to “Note 1011 - Related Party Transactions” and “Note 19 - Subsequent Events” of our Notes to Consolidated Financial Statements.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Deloitte & Touche LLP (PCAOB ID No. 34) (“Deloitte”) is our independent registered public accounting firm. Our audit fees are determined as part of the overall audit fees for PBF Energy and are approved by the audit committee of the board of directors of PBF Energy. PBF Energy reports separately on the fees and services of its principal accountants. For additional information, we refer you to PBF Energy’s 20192022 Proxy Statement, which is incorporated herein by reference.
The following table presents fees billedincurred for the years ended December 31, 20182021 and 20172020 for professional services performed by Deloitte.
| (in thousands) | 2021 | 2020 | |||||||||
Audit Fees (1) | $ | 3,918.1 | $ | 4,660.0 | |||||||
Audit-related Fees (2) | 40.0 | 576.0 | |||||||||
Tax Fees (3) | 57.8 | 57.8 | |||||||||
| Total Fees | $ | 4,015.9 | $ | 5,293.8 | |||||||
| (1) Represents the aggregate fees for professional services rendered by Deloitte in connection with its audits of PBF Holding and its indirect parent, PBF Energy’s consolidated financial statements, including the audits of internal control over financial reporting of PBF Energy and related accounting consultation services provided to support the performance of such audits. Fees, and related expenses, are for services performed in connection with the audit of our fiscal years ended December 31, 2021 and 2020 financial statements regardless of when incurred. | |||||||||||
| (2) Represents fees for professional services rendered in connection with various filings for PBF Holding and its indirect parent, PBF Energy, including (i) services rendered in connection with the filing of registration statements with the SEC and (ii) attestation services performed in connection with certain regulatory filings. | |||||||||||
| (3) Represents fees associated with tax services rendered for income tax planning and sales, use and excise tax matters. | |||||||||||
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| 2018 | 2017 | ||||||
Audit Fees and Expenses (1) | $ | 4,572,000 | $ | 4,299,000 | |||
Audit-related Fees (2) | 248,000 | 588,000 | |||||
Tax Fees (3) | 121,524 | — | |||||
| All Other Fees | — | — | |||||
| Total Fees and Expenses | $ | 4,941,524 | $ | 4,887,000 | |||
| (1) Represents the aggregate fees for professional services rendered by Deloitte in connection with its audits of PBF Holding and its indirect parent, PBF Energy’s consolidated financial statements, including the audits of internal control over financial reporting of PBF Energy, reviews of the condensed consolidated financial statements included in Quarterly Reports on Form 10-Q and related accounting consultation services provided to support the performance of such audits. | |||||||
| (2) Represents fees for professional services rendered in connection with various filings for PBF Energy and its subsidiaries, including (i) services rendered in connection with the filling of multiple registration statements with the SEC, (ii) audits performed relating to subsequent asset contributions by PBF LLC to PBF Logistics LP, and (iii) attestation services performed in connection with certain regulatory filings. | |||||||
| (3) Represents fees associated with tax services rendered for income tax planning and sales, use and excise tax matters. | |||||||
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
2. Financial Statement Schedules and Other Financial Information. No financial statement schedules are submitted because either they are inapplicablenot applicable or because the required information is included in the consolidated financial statements or notes thereto.
3. Exhibits. Filed as part of this Annual Report on Form 10-K are the following exhibits:
| Number | Description | |||||||
| Sale and Purchase Agreement dated June 11, 2019 by and between PBF Holding Company LLC and | ||||||||
| Amendment No. 1 dated February 1, 2020 to Sale and Purchase Agreement dated June 11, 2019 by and between PBF Holding Company LLC and Equilon Enterprises LLC d/b/a Shell Oil Products US (incorporated by reference to Exhibit 2.2 filed with PBF Energy Inc.'s Current Report on Form 8-K dated February 6, 2020 (File No. 001-35764)). | ||||||||
| Certificate of Formation of PBF Holding Company LLC (Incorporated by reference to Exhibit 3.1 filed with PBF Holding Company LLC’s Registration Statement on Form S-4 dated January 14, 2013 (Registration No. 333-186007)). | ||||||||
| Limited Liability Company Agreement of PBF Holding Company LLC (Incorporated by reference to Exhibit 3.2 filed with PBF Holding Company LLC’s Registration Statement on Form S-4 (Registration No. 333-186007)). | ||||||||
| Certificate of Incorporation of PBF Finance Corporation (Incorporated by reference to Exhibit 3.3 filed with PBF Holding Company LLC’s Registration Statement on Form S-4 (Registration No. 333-186007)). | ||||||||
| Bylaws of PBF Finance Corporation (Incorporated by reference to Exhibit 3.4 filed with PBF Holding Company LLC’s Registration Statement on Form S-4 (Registration No. 333-186007)). | ||||||||
| Indenture dated as of May 30, 2017, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent and | ||||||||
| Indenture dated as of January 24, 2020, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent and form of 6.00% Senior Notes due 2028 (included as Exhibit A) (incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated January 24, 2020 (File No. 001-35764)). | ||||||||
| First Supplemental Indenture dated February 3, 2020, among PBF Holding Company LLC, PBF Finance Corporation, Martinez Refining Company LLC, Martinez Terminal Company LLC, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, transfer agent, registrar and authenticating agent (6.00% Senior Notes due 2028) (incorporated by reference to Exhibit 4.3 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
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| First Supplemental Indenture dated February 3, 2020, among PBF Holding Company LLC, PBF Finance Corporation, Martinez Refining Company LLC, Martinez Terminal Company LLC, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, transfer agent, registrar and authenticating agent (7.25% Senior Notes due 2025) (incorporated by reference to Exhibit 4.4 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
| Indenture dated as of May 13, 2020, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent and form of 9.25% Senior Secured Notes due 2025 (included as exhibit A) (incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 13, 2020 (File No. 001-35764)). | ||||||||
| Supplemental Indenture dated December 21, 2020, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent (9.25% Senior Secured Notes due 2025) (incorporated by reference to Exhibit 4.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 22, 2020 (File No. 001-35764)). | ||||||||
| PBF Energy Inc. Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to DEF 14A filed with PBF Energy Inc.’s Proxy Statement dated March 22, 2016 (File No. 001-35764)). | ||||||||
| PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan (incorporated by reference to Appendix A to PBF Energy Inc.’s Definitive Proxy Statement on Schedule 14A filed on April 13, 2018 (File No. 001-35764)). | ||||||||
| Form of PBF Energy Non-Qualified Stock Option Agreement (prior to 2020) under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated November 2, 2018 (File No. 001-35764)). | ||||||||
| Form of PBF Energy Non-Qualified Stock Option Agreement (2020 and thereafter) under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated November 13, 2020 (File No. 001-35764)). | ||||||||
| Form of PBF Energy Performance Share Unit Award Agreement (2021-2023) under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s Current Report on Form 8-K dated November | ||||||||
| Form of PBF Energy Performance Unit Award Agreement (2021-2023) under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated November | ||||||||
| Form of Non-Qualified Stock Option Agreement under the PBF Energy Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 filed with PBF Energy Inc.’s Amendment No. 6 to Registration Statement on Form S-1 (Registration No. 333-177933)). | ||||||||
| Form of | ||||||||
| Amended and Restated Restricted Stock Agreement for non-employee Directors under the PBF Energy Inc. 2017 Equity Incentive Plan. (incorporated by reference to Exhibit 10.3 of PBF Energy Inc.’s Annual Report on Form 10-K (File No. 001-35764) filed on February 23, 2018). | ||||||||
| Form of Amended and Restated Restricted Stock Agreement for employees under PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 of PBF Energy Inc.’s Annual Report on Form 10-K (File No. 001-35764) filed on February 23, 2018). | ||||||||
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| Transportation Services Agreement dated as of August 31, 2016 among PBF Holding Company LLC and Torrance Valley Pipeline Company LLC (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Pipeline Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Pipeline Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.5 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Dedicated Storage Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.6 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Throughput Storage Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.7 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Senior Secured Revolving Credit Agreement dated as of May 2, 2018 (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 7, 2018 (File No. 001-35764)). | ||||||||
| Second Amendment dated as of May 7, 2020 to Senior Secured Revolving Credit Agreement dated as of May 2, 2018, as amended (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 7, 2020 (File No. 001-35764)). | ||||||||
| Amendment dated as of February 18, 2020 to Senior Secured Revolving Credit Agreement dated as of May 2, 2018 (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
| Sixth Amended and Restated Operation and Management Services and Secondment Agreement dated as of July 31, 2018, among PBF Holding Company LLC, Delaware City Refining Company LLC, Toledo Refining Company LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC, Chalmette Refining L.L.C., Paulsboro Refining Company LLC, PBF Logistics GP LLC, PBF Logistics LP, DCR Storage and Loading LLC, Delaware City Terminaling Company LLC, Toledo Terminaling Company LLC, Delaware Pipeline Company LLC, Delaware City Logistics Company LLC, Paulsboro Terminaling Company LLC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Rail Logistics Company LLC, Chalmette Logistics Company LLC and PBFX Operating Company LLC (incorporated by reference to Exhibit 10.3 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated October 31, 2018 (File No. 001-36446)). | ||||||||
| Fifth Amended and Restated Omnibus Agreement dated as of July 31, 2018, among PBF Holding Company LLC, PBF Energy Company LLC, PBF Logistics GP LLC and PBF Logistics LP (incorporated by reference to Exhibit 10.2 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated October 31, 2018 (File No. 001-36446)). | ||||||||
| Amended and Restated Delaware City Rail Terminaling Services Agreement (incorporated by reference to Exhibit 10.1 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated May 3, 2018 (File No. 001-36446)). | ||||||||
| Amended and Restated Delaware City West Ladder Rack Terminaling Services Agreement (incorporated by reference to Exhibit 10.2 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated May 3, 2018 (File No. 001-36446)). | ||||||||
99
| Delaware Pipeline Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware Pipeline Company LLC (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764)). | ||||||||
| Delaware City Truck Loading Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware City Logistics Company LLC (incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764)). | ||||||||
| Third Amended and Restated Inventory Intermediation Agreement dated as of | ||||||||
| Amendment to | ||||||||
| Amended and Restated Toledo Truck Unloading & Terminaling Agreement effective as of June 1, 2014 (incorporated by reference to Exhibit 10.10 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated August 7, 2014 (File No. 001-35764)). | ||||||||
| Assignment and Amendment of Amended and Restated Toledo Truck Unloading & Terminaling Agreement dated as of December 12, 2014 by and between PBF Holding Company LLC, PBF Logistics LP and Toledo Terminaling Company LLC (incorporated by reference to Exhibit 10.4 filed with PBF Logistics LP’s Current Report on Form 8-K dated December 16, 2014 (File No. 001-36446)). | ||||||||
| Lease Agreement dated as of February 15, 2017 by and between PBFX Operating Company LLC and Chalmette Refining, L.L.C. (incorporated by reference to Exhibit 10.3 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on February 22, 2017). | ||||||||
| Storage Services Agreement dated as of February 15, 2017 by and between PBFX Operating Company LLC and PBF Holding Company LLC (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on February 22, 2017). | ||||||||
| Firm Transportation Service Agreement dated as of August 3, 2017, by and between Paulsboro Natural Gas Pipeline Company LLC and Paulsboro Refining Company LLC (incorporated by reference to Exhibit 10.1 with PBF Logistics LP’s Quarterly Report on Form 10-Q dated November 2, 2017 (File No. 001-36446). | ||||||||
| Storage and Terminaling Services Agreement dated as of December 12, 2014 among PBF Holding Company LLC and Toledo Terminaling Company LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 16, 2014 (File No. 001-36446)). | ||||||||
| Joinder Agreement to the ABL Security Agreement dated as of February 1, 2020, among Martinez Refining Company LLC, Martinez Terminal Company LLC and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
100
| Joinder Agreement to the Credit Agreement dated as of February 1, 2020, among PBF Holding Company LLC, the Guarantors named on the signature pages thereto including Martinez Refining Company LLC, Martinez Terminal Company LLC and Bank of America, N.A., as Administrative Agent to Senior Secured Revolving Credit Agreement dated as of May 2, 2018 (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
| Employment Agreement dated as of September 4, 2014 between PBF Investments LLC and Thomas O’Connor (incorporated by reference to Exhibit 10.9 filed with PBF Energy Inc.’s Annual Report on Form 10-K dated February 29, 2016 (File No. 001-35764)). | ||||||||
| Employment Agreement dated as of April 1, 2014 between PBF Investments LLC and Timothy Paul Davis (incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 7, 2014 (File No. 001-35764)). | ||||||||
| Employment Agreement dated as of April 1, 2014 between PBF Investments LLC and Erik Young (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 7, 2014 (File No. 001-35764)). | ||||||||
| Amended and Restated Employment Agreement dated as of December 17, 2012, between PBF Investments LLC and Thomas J. Nimbley (incorporated by reference to Exhibit 10.8 filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 18, 2012 (File No. 001-35764)). | ||||||||
| Second Amended and Restated Employment Agreement, dated as of December 17, 2012, between PBF Investments LLC and Matthew C. Lucey (incorporated by reference to Exhibit 10.9 filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 18, 2012 (File No. 001-35764)). | ||||||||
| Subsidiaries of PBF Holding Company | ||||||||
| List of Guarantor Subsidiaries. | ||||||||
| Power of Attorney (included on signature page). | ||||||||
| Certification by Chief Executive Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of | ||||||||
| Certification by Chief Financial Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of | ||||||||
| Certification by Chief Executive Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of | ||||||||
| Certification by Chief Financial Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of | ||||||||
| 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. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101). | |||||||
——————————
101
| * | Filed herewith. | ||||
| ** | |||||
| Indicates management compensatory plan or arrangement. | |||||
| † | |||||
| (1) | This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act. | ||||
102
PBF HOLDING COMPANY LLC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F- 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To PBF Energy Inc., the Managing Member of PBF Holding Company LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of PBF Holding Company LLC and subsidiaries (the "Company") as of December 31, 20182021 and 2017,2020, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2018,2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182021 and 2017,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018,2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.
Critical Accounting Policy and Estimate – Impairment Assessment of Long-Lived Assets and Definite-Lived Intangibles – refer to Note 2 to the Consolidated Financial Statements
Critical Audit Matter Description
The Company evaluates long-lived assets for impairment on a continual basis and reassesses the reasonableness of their related useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events may include, among other things, significant adverse changes in the business climate, market
F- 2
conditions, environmental regulations or a determination that it is more likely than not that an asset or an asset group will be sold or retired before its estimated useful life. During 2021, business conditions related to demand for the company’s products and reduced throughput levels as well as increasing environmental regulation were assessed as possible triggering events. These possible triggering events of impairment may impact the Company’s assumptions related to future throughput levels, future operating revenues, expenses and gross margin, levels of anticipated capital expenditures and remaining useful life. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use, early retirement or disposition. When events or changes in circumstances exist, the Company evaluates its long-lived assets for impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted cash flows expected to result for the use of the assets over their remaining useful life. If the carrying amount of an asset exceeds the undiscounted cash flows, an analysis is performed to determine the fair value of the asset. The Company makes significant assumptions to evaluate long-lived assets for possible indications of impairment. Changes in these assumptions could have a significant impact on the long- lived assets. For the year ended December 31, 2021, no impairment loss related to long-lived assets has been recognized.
We identified the determination of possible triggering events for long lived assets as a critical audit matter because of the significant assumptions management makes when determining whether events or changes in circumstances have occurred indicating that the carrying amounts of long-lived assets may not be recoverable.This required a high degree of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to impairment indicators for long-lived assets included the following, among others:
•We tested the effectiveness of controls over the identification of possible circumstances that may indicate that the carrying amounts of long-lived assets are no longer recoverable, including controls over management’s useful life, throughput levels, gross margin, operating expenses and future levels of capital expenditures assumptions
•We compared management’s evaluation of potential impairment indicators to our independent expectation by:
◦We performed searches for adverse general market and asset-specific environmental conditions
◦We inquired of Management about the impact of macro-economic impacts of the pandemic, the pace of decarbonization and the energy transition, and new environmental regulations on the Company’s forecasting of future cash flows, refining margins, future levels of capital expenditure and estimated useful lives.
◦We inspected minutes of the board of directors, the Company’s public statements, operating plans, and market reports to identify any evidence that may contradict management’s assumptions
◦We read relevant rules and regulations issued by federal, state and local regulatory bodies, including staff reports, resolutions, other third-party filings, and other publicly available information to assess future levels of sustained capital expenditure and impact to future refinery throughput.
•With the assistance of Environmental Specialists, we performed a public domain search to assess the impact of environmental regulatory laws on the company’s operations
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
March 6, 20192, 2022
We have served as the Company's auditor since 2011.
PBF HOLDING COMPANY LLC
CONSOLIDATED BALANCE SHEETS
(in thousands)millions)
| December 31, 2021 | December 31, 2020 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,305.7 | $ | 1,570.1 | |||||||
| Accounts receivable | 1,272.0 | 501.5 | |||||||||
| Accounts receivable - affiliate | 4.1 | 4.9 | |||||||||
| Inventories | 2,505.1 | 1,686.2 | |||||||||
| Prepaid and other current assets | 71.7 | 56.4 | |||||||||
| Total current assets | 5,158.6 | 3,819.1 | |||||||||
| Property, plant and equipment, net | 4,114.8 | 4,023.1 | |||||||||
| Lease right of use assets - third party | 717.0 | 916.7 | |||||||||
| Lease right of use assets - affiliate | 485.4 | 571.0 | |||||||||
| Deferred charges and other assets, net | 813.8 | 862.7 | |||||||||
| Total assets | $ | 11,289.6 | $ | 10,192.6 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 906.3 | $ | 402.3 | |||||||
| Accounts payable - affiliate | 61.7 | 53.2 | |||||||||
| Accrued expenses | 2,728.3 | 1,881.8 | |||||||||
| Deferred revenue | 40.3 | 45.1 | |||||||||
| Current operating lease liabilities - third party | 64.8 | 78.3 | |||||||||
| Current operating lease liabilities - affiliate | 90.7 | 85.6 | |||||||||
| Current debt | — | 7.4 | |||||||||
| Total current liabilities | 3,892.1 | 2,553.7 | |||||||||
| Long-term debt | 3,673.3 | 3,932.8 | |||||||||
| Deferred tax liabilities | 24.2 | 38.7 | |||||||||
| Long-term operating lease liabilities - third party | 570.3 | 755.9 | |||||||||
| Long-term operating lease liabilities - affiliate | 394.7 | 485.4 | |||||||||
| Long-term financing lease liabilities - third party | 70.6 | 68.3 | |||||||||
| Other long-term liabilities | 251.0 | 267.0 | |||||||||
| Total liabilities | 8,876.2 | 8,101.8 | |||||||||
| Commitments and contingencies (Note 12) | 0 | 0 | |||||||||
| Equity: | |||||||||||
| PBF Holding Company LLC equity | |||||||||||
| Member’s equity | 2,870.2 | 2,809.7 | |||||||||
| Retained earnings (accumulated deficit) | (489.3) | (723.4) | |||||||||
| Accumulated other comprehensive income (loss) | 20.3 | (6.1) | |||||||||
| Total PBF Holding Company LLC equity | 2,401.2 | 2,080.2 | |||||||||
| Noncontrolling interest | 12.2 | 10.6 | |||||||||
| Total equity | 2,413.4 | 2,090.8 | |||||||||
| Total liabilities and equity | $ | 11,289.6 | $ | 10,192.6 | |||||||
See notes to consolidated financial statements.
F- 4
| December 31, 2018 | December 31, 2017 | ||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 561,691 | $ | 526,160 | |||
| Accounts receivable | 710,695 | 951,129 | |||||
| Accounts receivable - affiliate | 12,047 | 8,352 | |||||
| Inventories | 1,864,056 | 2,213,797 | |||||
| Prepaid and other current assets | 52,440 | 49,523 | |||||
| Total current assets | 3,200,929 | 3,748,961 | |||||
| Property, plant and equipment, net | 2,971,227 | 2,805,390 | |||||
| Investment in equity method investee | 169,472 | 171,903 | |||||
| Deferred charges and other assets, net | 871,848 | 779,924 | |||||
| Total assets | $ | 7,213,476 | $ | 7,506,178 | |||
| LIABILITIES AND EQUITY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 483,765 | $ | 572,932 | |||
| Accounts payable - affiliate | 49,504 | 40,817 | |||||
| Accrued expenses | 1,579,038 | 1,800,859 | |||||
| Current debt | 2,378 | 10,987 | |||||
| Deferred revenue | 17,126 | 7,495 | |||||
| Note payable | — | 5,621 | |||||
| Total current liabilities | 2,131,811 | 2,438,711 | |||||
| Long-term debt | 1,257,992 | 1,626,249 | |||||
| Deferred tax liabilities | 40,365 | 33,155 | |||||
| Other long-term liabilities | 253,601 | 223,961 | |||||
| Total liabilities | 3,683,769 | 4,322,076 | |||||
| Commitments and contingencies (Note 11) | |||||||
| Equity: | |||||||
| PBF Holding Company LLC equity | |||||||
| Member’s equity | 2,652,424 | 2,359,791 | |||||
| Retained earnings | 890,376 | 840,431 | |||||
| Accumulated other comprehensive loss | (23,945 | ) | (26,928 | ) | |||
| Total PBF Holding Company LLC equity | 3,518,855 | 3,173,294 | |||||
| Noncontrolling interest | 10,852 | 10,808 | |||||
| Total equity | 3,529,707 | 3,184,102 | |||||
| Total liabilities and equity | $ | 7,213,476 | $ | 7,506,178 | |||
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)millions)
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||||||||||||||
| Revenues | $ | 27,202.0 | $ | 15,045.0 | $ | 24,468.9 | |||||||||||||||||||||||
| Cost and expenses: | |||||||||||||||||||||||||||||
| Cost of products and other | 24,114.3 | 14,548.2 | 21,667.7 | ||||||||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization expense as reflected below) | 1,999.1 | 1,835.2 | 1,684.3 | ||||||||||||||||||||||||||
| Depreciation and amortization expense | 415.7 | 498.0 | 386.7 | ||||||||||||||||||||||||||
| Cost of sales | 26,529.1 | 16,881.4 | 23,738.7 | ||||||||||||||||||||||||||
| General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 226.4 | 229.0 | 258.7 | ||||||||||||||||||||||||||
| Depreciation and amortization expense | 13.3 | 11.3 | 10.8 | ||||||||||||||||||||||||||
| Change in fair value of contingent consideration | 29.4 | (79.3) | — | ||||||||||||||||||||||||||
| Impairment expense | — | 91.8 | — | ||||||||||||||||||||||||||
| Equity income in investee | — | — | (7.9) | ||||||||||||||||||||||||||
| Gain on sale of assets | (0.2) | (477.8) | (29.9) | ||||||||||||||||||||||||||
| Total cost and expenses | 26,798.0 | 16,656.4 | 23,970.4 | ||||||||||||||||||||||||||
| Income (loss) from operations | 404.0 | (1,611.4) | 498.5 | ||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||
| Interest expense, net | (275.1) | (210.3) | (108.7) | ||||||||||||||||||||||||||
| Change in fair value of catalyst obligations | 8.5 | (11.8) | (9.7) | ||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | 79.9 | (22.2) | — | ||||||||||||||||||||||||||
| Other non-service components of net periodic benefit cost | 7.8 | 4.3 | (0.2) | ||||||||||||||||||||||||||
| Income (loss) before income taxes | 225.1 | (1,851.4) | 379.9 | ||||||||||||||||||||||||||
| Income tax (benefit) expense | (14.0) | 6.1 | (8.3) | ||||||||||||||||||||||||||
| Net income (loss) | 239.1 | (1,857.5) | 388.2 | ||||||||||||||||||||||||||
| Less: net income (loss) attributable to noncontrolling interests | 2.3 | (0.3) | — | ||||||||||||||||||||||||||
| Net income (loss) attributable to PBF Holding Company LLC | $ | 236.8 | $ | (1,857.2) | $ | 388.2 | |||||||||||||||||||||||
See notes to consolidated financial statements.
F- 5
| Year Ended December 31, | ||||||||||||
| 2018 | 2017 | 2016 | ||||||||||
| Revenues | $ | 27,164,008 | $ | 21,772,478 | $ | 15,908,537 | ||||||
| Cost and expenses: | ||||||||||||
| Cost of products and other | 24,744,619 | 19,095,827 | 13,765,088 | |||||||||
| Operating expenses (excluding depreciation and amortization expense as reflected below) | 1,654,749 | 1,626,440 | 1,390,135 | |||||||||
| Depreciation and amortization expense | 329,709 | 254,271 | 204,005 | |||||||||
| Cost of sales | 26,729,077 | 20,976,538 | 15,359,228 | |||||||||
| General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 253,834 | 197,938 | 149,510 | |||||||||
| Depreciation and amortization expense | 10,634 | 12,964 | 5,835 | |||||||||
| Equity income in investee | (17,819 | ) | (14,565 | ) | (5,679 | ) | ||||||
| (Gain) loss on sale of assets | (43,094 | ) | 1,458 | 11,374 | ||||||||
| Total cost and expenses | 26,932,632 | 21,174,333 | 15,520,268 | |||||||||
| Income from operations | 231,376 | 598,145 | 388,269 | |||||||||
| Other income (expense): | ||||||||||||
| Change in fair value of catalyst leases | 5,587 | (2,247 | ) | 1,422 | ||||||||
| Debt extinguishment costs | — | (25,451 | ) | — | ||||||||
| Interest expense, net | (127,129 | ) | (122,628 | ) | (129,536 | ) | ||||||
| Other non-service components of net periodic benefit cost | 1,109 | (1,402 | ) | (580 | ) | |||||||
| Income before income taxes | 110,943 | 446,417 | 259,575 | |||||||||
| Income tax expense (benefit) | 7,999 | (10,783 | ) | 23,689 | ||||||||
| Net income | 102,944 | 457,200 | 235,886 | |||||||||
| Less: net income attributable to noncontrolling interests | 44 | 95 | 269 | |||||||||
| Net income attributable to PBF Holding Company LLC | $ | 102,900 | $ | 457,105 | $ | 235,617 | ||||||
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)millions)
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||||||||||||||
| Net income (loss) | $ | 239.1 | $ | (1,857.5) | $ | 388.2 | |||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||
| Unrealized (loss) gain on available for sale securities | (0.7) | (0.1) | 0.4 | ||||||||||||||||||||||||||
| Net gain on pension and other post-retirement benefits | 27.1 | 3.7 | 13.8 | ||||||||||||||||||||||||||
| Total other comprehensive income | 26.4 | 3.6 | 14.2 | ||||||||||||||||||||||||||
| Comprehensive income (loss) | 265.5 | (1,853.9) | 402.4 | ||||||||||||||||||||||||||
| Less: comprehensive income (loss) attributable to noncontrolling interests | 2.3 | (0.3) | — | ||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to PBF Holding Company LLC | $ | 263.2 | $ | (1,853.6) | $ | 402.4 | |||||||||||||||||||||||
See notes to consolidated financial statements.
F- 6
| Year Ended December 31, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Net income | $ | 102,944 | $ | 457,200 | $ | 235,886 | |||||
| Other comprehensive income (loss): | |||||||||||
| Unrealized loss on available for sale securities | (108 | ) | (16 | ) | (42 | ) | |||||
| Net gain (loss) on pension and other post-retirement benefits | 3,091 | (950 | ) | (2,550 | ) | ||||||
| Total other comprehensive income (loss) | 2,983 | (966 | ) | (2,592 | ) | ||||||
| Comprehensive income | 105,927 | 456,234 | 233,294 | ||||||||
| Less: comprehensive income attributable to noncontrolling interests | 44 | 95 | 269 | ||||||||
| Comprehensive income attributable to PBF Holding Company LLC | $ | 105,883 | $ | 456,139 | $ | 233,025 | |||||
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands)millions)
| Member's Equity | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Noncontrolling Interest | Total Equity | ||||||||||||||||||||||||||||
| Balance, January 1, 2019 | $ | 2,652.5 | $ | (23.9) | $ | 890.3 | $ | 10.9 | $ | 3,529.8 | ||||||||||||||||||||||
| Member distributions | — | — | (121.6) | — | (121.6) | |||||||||||||||||||||||||||
| Capital contributions from PBF LLC | 228.5 | — | — | — | 228.5 | |||||||||||||||||||||||||||
| Distribution of assets to PBF LLC | (0.3) | — | — | — | (0.3) | |||||||||||||||||||||||||||
| Distribution of TVPC investment | (168.8) | — | — | — | (168.8) | |||||||||||||||||||||||||||
| Stock based compensation | 27.2 | — | — | — | 27.2 | |||||||||||||||||||||||||||
| Comprehensive income | — | 14.2 | 388.2 | — | 402.4 | |||||||||||||||||||||||||||
| Balance, December 31, 2019 | 2,739.1 | (9.7) | 1,156.9 | 10.9 | 3,897.2 | |||||||||||||||||||||||||||
| Member distributions | — | — | (23.1) | — | (23.1) | |||||||||||||||||||||||||||
| Capital contributions from PBF LLC | 42.4 | — | — | — | 42.4 | |||||||||||||||||||||||||||
| Stock based compensation | 28.2 | — | — | — | 28.2 | |||||||||||||||||||||||||||
| Comprehensive income (loss) | — | 3.6 | (1,857.2) | (0.3) | (1,853.9) | |||||||||||||||||||||||||||
| Balance, December 31, 2020 | 2,809.7 | (6.1) | (723.4) | 10.6 | 2,090.8 | |||||||||||||||||||||||||||
| Member distributions | — | — | (2.7) | — | (2.7) | |||||||||||||||||||||||||||
| Capital contributions from PBF LLC | 37.0 | — | — | — | 37.0 | |||||||||||||||||||||||||||
| Distribution of assets to PBF LLC | (0.4) | — | — | — | (0.4) | |||||||||||||||||||||||||||
| Stock based compensation | 23.9 | — | — | — | 23.9 | |||||||||||||||||||||||||||
| Comprehensive income | — | 26.4 | 236.8 | 2.3 | 265.5 | |||||||||||||||||||||||||||
| Other | — | — | — | (0.7) | (0.7) | |||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | 2,870.2 | $ | 20.3 | $ | (489.3) | $ | 12.2 | $ | 2,413.4 | ||||||||||||||||||||||
See notes to consolidated financial statements.
F- 7
| Member's Equity | Accumulated Other Comprehensive Loss | Retained Earnings | Noncontrolling Interest | Total Equity | ||||||||||||||||
| Balance, January 1, 2016 | $ | 1,479,175 | $ | (24,770 | ) | $ | 349,654 | $ | 17,225 | $ | 1,821,284 | |||||||||
| Member distributions | — | — | (139,434 | ) | — | (139,434 | ) | |||||||||||||
| Capital contributions | 830,247 | — | — | — | 830,247 | |||||||||||||||
| Distribution of assets to PBF LLC | (172,743 | ) | — | — | — | (172,743 | ) | |||||||||||||
| Stock based compensation | 18,296 | — | — | — | 18,296 | |||||||||||||||
| Exercise of options and other | 886 | — | — | — | 886 | |||||||||||||||
| Net income | — | — | 235,617 | 269 | 235,886 | |||||||||||||||
| Other comprehensive loss | — | (2,592 | ) | — | — | (2,592 | ) | |||||||||||||
| Other | 2 | 1,400 | 682 | (4,981 | ) | (2,897 | ) | |||||||||||||
| Balance, December 31, 2016 | 2,155,863 | (25,962 | ) | 446,519 | 12,513 | 2,588,933 | ||||||||||||||
| Member distributions | — | — | (61,149 | ) | — | (61,149 | ) | |||||||||||||
| Capital contributions | 183,298 | — | — | — | 183,298 | |||||||||||||||
| Stock based compensation | 21,503 | — | — | — | 21,503 | |||||||||||||||
| Net income | — | — | 457,105 | 95 | 457,200 | |||||||||||||||
| Other comprehensive loss | — | (966 | ) | — | — | (966 | ) | |||||||||||||
| Other | (873 | ) | — | (2,044 | ) | (1,800 | ) | (4,717 | ) | |||||||||||
| Balance, December 31, 2017 | 2,359,791 | (26,928 | ) | 840,431 | 10,808 | 3,184,102 | ||||||||||||||
| Member distributions | — | — | (52,587 | ) | — | (52,587 | ) | |||||||||||||
| Capital contributions | 287,000 | — | — | — | 287,000 | |||||||||||||||
| Distribution of assets to PBF LLC | (13,733 | ) | — | — | — | (13,733 | ) | |||||||||||||
| Stock based compensation | 19,697 | — | — | — | 19,697 | |||||||||||||||
| Net income | — | — | 102,900 | 44 | 102,944 | |||||||||||||||
| Other comprehensive income | — | 2,983 | — | — | 2,983 | |||||||||||||||
| Other | (331 | ) | — | (368 | ) | — | (699 | ) | ||||||||||||
| Balance, December 31, 2018 | $ | 2,652,424 | $ | (23,945 | ) | $ | 890,376 | $ | 10,852 | $ | 3,529,707 | |||||||||
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)millions)
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income (loss) | $ | 239.1 | $ | (1,857.5) | $ | 388.2 | |||||||||||
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | 444.3 | 523.8 | 404.4 | ||||||||||||||
| Impairment expense | — | 91.8 | — | ||||||||||||||
| Stock-based compensation | 30.3 | 29.3 | 30.5 | ||||||||||||||
| Change in fair value of catalyst obligations | (8.5) | 11.8 | 9.7 | ||||||||||||||
| Deferred income taxes | (14.5) | 7.3 | (8.8) | ||||||||||||||
| Non-cash change in inventory repurchase obligations | (8.4) | (12.6) | 25.4 | ||||||||||||||
| Non-cash lower of cost or market inventory adjustment | (669.6) | 268.0 | (250.2) | ||||||||||||||
| Change in fair value of contingent consideration | 29.4 | (79.3) | — | ||||||||||||||
| (Gain) loss on extinguishment of debt | (79.9) | 22.2 | — | ||||||||||||||
| Pension and other post-retirement benefit costs | 50.8 | 55.7 | 44.8 | ||||||||||||||
| Income from equity method investee | — | — | (7.9) | ||||||||||||||
| Distributions from equity method investee | — | — | 7.9 | ||||||||||||||
| Gain on sale of assets | (0.2) | (477.8) | (29.9) | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Accounts receivable | (770.5) | 325.1 | (115.9) | ||||||||||||||
| Due to/from affiliates | 9.3 | 6.7 | 12.6 | ||||||||||||||
| Inventories | (149.3) | 392.2 | (8.0) | ||||||||||||||
| Prepaid and other current assets | (15.3) | (3.0) | 4.4 | ||||||||||||||
| Accounts payable | 480.1 | (200.6) | 132.0 | ||||||||||||||
| Accrued expenses | 806.9 | 111.5 | 209.5 | ||||||||||||||
| Deferred revenue | (4.8) | 28.2 | (0.2) | ||||||||||||||
| Other assets and liabilities | (76.9) | (62.8) | (58.9) | ||||||||||||||
| Net cash provided by (used in) operating activities | $ | 292.3 | $ | (820.0) | $ | 789.6 | |||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Expenditures for property, plant and equipment | (240.5) | (183.9) | (373.1) | ||||||||||||||
| Expenditures for deferred turnaround costs | (117.7) | (188.1) | (299.3) | ||||||||||||||
| Expenditures for other assets | (28.9) | (9.1) | (44.7) | ||||||||||||||
| Acquisition of Martinez refinery | — | (1,176.2) | — | ||||||||||||||
| Proceeds from sale of assets | — | 543.1 | 36.3 | ||||||||||||||
| Equity method investment - return of capital | — | — | 0.6 | ||||||||||||||
| Net cash used in investing activities | $ | (387.1) | $ | (1,014.2) | $ | (680.2) | |||||||||||
See notes to consolidated financial statements.
F- 8
| Year Ended December 31, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 102,944 | $ | 457,200 | $ | 235,886 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 346,687 | 274,651 | 218,933 | ||||||||
| Stock-based compensation | 20,212 | 21,503 | 18,296 | ||||||||
| Change in fair value of catalyst leases | (5,587 | ) | 2,247 | (1,422 | ) | ||||||
| Deferred income taxes | 7,233 | (12,526 | ) | 19,802 | |||||||
| Non-cash change in inventory repurchase obligations | (31,790 | ) | 13,779 | 29,453 | |||||||
| Non-cash lower of cost or market inventory adjustment | 351,278 | (295,532 | ) | (521,348 | ) | ||||||
| Debt extinguishment costs | — | 25,451 | — | ||||||||
| Pension and other post-retirement benefit costs | 47,381 | 42,242 | 37,987 | ||||||||
| Income from equity method investee | (17,819 | ) | (14,565 | ) | (5,679 | ) | |||||
| Distributions from equity method investee | 17,819 | 20,244 | — | ||||||||
| (Gain) loss on sale of assets | (43,094 | ) | 1,458 | 11,374 | |||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 240,433 | (335,248 | ) | (161,122 | ) | ||||||
| Due to/from affiliates | (3,512 | ) | 3,233 | 9,721 | |||||||
| Inventories | (1,537 | ) | (54,705 | ) | 236,602 | ||||||
| Prepaid and other current assets | (2,917 | ) | (9,191 | ) | (5,783 | ) | |||||
| Accounts payable | (110,715 | ) | 34,527 | 213,514 | |||||||
| Accrued expenses | (232,995 | ) | 353,115 | 227,986 | |||||||
| Deferred revenue | 9,631 | (4,845 | ) | 8,297 | |||||||
| Other assets and liabilities | 1,319 | (51,974 | ) | (20,878 | ) | ||||||
| Net cash provided by operating activities | $ | 694,971 | $ | 471,064 | $ | 551,619 | |||||
| Cash flows from investing activities: | |||||||||||
| Expenditures for property, plant and equipment | (277,258 | ) | (232,656 | ) | (282,430 | ) | |||||
| Expenditures for deferred turnaround costs | (266,028 | ) | (379,114 | ) | (198,664 | ) | |||||
| Expenditures for other assets | (17,055 | ) | (31,143 | ) | (42,506 | ) | |||||
| Acquisition of Torrance refinery and related logistics assets | — | — | (971,932 | ) | |||||||
| Chalmette Acquisition working capital settlement | — | — | (2,659 | ) | |||||||
| Proceeds from sale of assets | 48,290 | — | 24,692 | ||||||||
| Equity method investment - return of capital | 2,431 | 1,300 | — | ||||||||
| Net cash used in investing activities | $ | (509,620 | ) | $ | (641,613 | ) | $ | (1,473,499 | ) | ||
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(in thousands)millions)
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Contributions from PBF LLC | $ | 37.0 | $ | 42.4 | $ | 228.5 | |||||||||||
| Distribution to T&M and Collins shareholders | (0.7) | — | — | ||||||||||||||
| Distributions to members | (2.7) | (23.1) | (121.6) | ||||||||||||||
| Proceeds from 2025 9.25% Senior Secured Notes | — | 1,250.6 | — | ||||||||||||||
| Proceeds from 2028 6.00% Senior Notes | — | 1,000.0 | — | ||||||||||||||
| Repurchase of 2028 6.00% Senior Notes | (109.3) | — | — | ||||||||||||||
| Repurchase of 2025 7.25% Senior Notes | (37.5) | — | — | ||||||||||||||
| Redemption of 2023 7.00% Senior Notes | — | (517.5) | — | ||||||||||||||
| Proceeds from revolver borrowings | — | 1,450.0 | 1,350.0 | ||||||||||||||
| Repayments of revolver borrowings | — | (550.0) | (1,350.0) | ||||||||||||||
| Repayments of PBF Rail Term Loan | (7.4) | (7.2) | (7.0) | ||||||||||||||
| Settlements of precious metal catalyst obligations | (31.7) | (8.8) | (6.5) | ||||||||||||||
| Proceeds from catalyst financing arrangements | — | 51.9 | — | ||||||||||||||
| Payments on financing leases | (17.8) | (12.4) | — | ||||||||||||||
| Deferred financing costs and other | 0.5 | (34.7) | (1.4) | ||||||||||||||
| Net cash (used in) provided by financing activities | $ | (169.6) | $ | 2,641.2 | $ | 92.0 | |||||||||||
| Net change in cash and cash equivalents | (264.4) | 807.0 | 201.4 | ||||||||||||||
| Cash and cash equivalents, beginning of period | 1,570.1 | 763.1 | 561.7 | ||||||||||||||
| Cash and cash equivalents, end of period | $ | 1,305.7 | $ | 1,570.1 | $ | 763.1 | |||||||||||
| Cash flows from financing activities: | |||||||||||
| Contributions from PBF LLC | $ | 287,000 | $ | 97,000 | $ | 450,300 | |||||
| Distributions to members | (52,587 | ) | (61,149 | ) | (139,434 | ) | |||||
| Distributions to T&M and Collins shareholders | — | (1,800 | ) | — | |||||||
| Payment received for affiliate note receivable | — | 11,600 | — | ||||||||
| Proceeds from affiliate notes payable | — | — | 43,396 | ||||||||
| Repayments of affiliate notes payable | — | — | (53,524 | ) | |||||||
| Proceeds from 2025 Senior Notes | — | 725,000 | — | ||||||||
| Cash paid to extinguish 2020 Senior Secured Notes | — | (690,209 | ) | — | |||||||
| Proceeds from revolver borrowings | — | 490,000 | 550,000 | ||||||||
| Repayments of revolver borrowings | (350,000 | ) | (490,000 | ) | (200,000 | ) | |||||
| Repayments of Rail Facility revolver borrowings | — | — | (67,491 | ) | |||||||
| Proceeds from PBF Rail Term Loan | — | — | 35,000 | ||||||||
| Repayments of PBF Rail Term Loan | (6,812 | ) | (6,633 | ) | — | ||||||
| Repayments of Note payable | (5,621 | ) | (1,210 | ) | — | ||||||
| Catalyst lease settlements | (9,108 | ) | 10,830 | 15,589 | |||||||
| Deferred financing costs and other | (12,692 | ) | (13,425 | ) | — | ||||||
| Net cash (used in) provided by financing activities | $ | (149,820 | ) | $ | 70,004 | $ | 633,836 | ||||
| Net increase (decrease) in cash and cash equivalents | 35,531 | (100,545 | ) | (288,044 | ) | ||||||
| Cash and cash equivalents, beginning of period | 526,160 | 626,705 | 914,749 | ||||||||
| Cash and cash equivalents, end of period | $ | 561,691 | $ | 526,160 | $ | 626,705 | |||||
| Supplemental cash flow disclosures | |||||||||||||||||
| Non-cash activities: | |||||||||||||||||
| Accrued and unpaid capital expenditures | $ | 103.2 | $ | 31.1 | $ | 36.0 | |||||||||||
| Assets acquired or remeasured under operating and financing leases | (106.6) | 702.0 | 1,194.3 | ||||||||||||||
| Fair value of the Martinez Contingent Consideration at acquisition | — | 77.3 | — | ||||||||||||||
| Distribution of assets to PBF Energy Company LLC | — | — | 169.1 | ||||||||||||||
| Cash paid during the year for: | |||||||||||||||||
| Interest (net of capitalized interest of $8.9, $11.9 and $17.6 in 2021, 2020 and 2019, respectively) | $ | 265.4 | $ | 162.9 | $ | 107.0 | |||||||||||
| Income taxes | 1.0 | 1.0 | 1.2 | ||||||||||||||
| Supplemental cash flow disclosures | |||||||||||
| Non-cash activities: | |||||||||||
| Accrued and unpaid capital expenditures | $ | 89,526 | $ | 25,382 | $ | 34,055 | |||||
| Distribution of assets to PBF Energy Company LLC | 13,733 | 25,547 | 172,743 | ||||||||
| Conversion of affiliate notes payable to capital contribution | — | 86,298 | 379,947 | ||||||||
| Conversion of Delaware Economic Development Authority loan to grant | — | — | 4,000 | ||||||||
| Note payable issued for purchase of property, plant and equipment | — | 6,831 | — | ||||||||
| Cash paid during the year for: | |||||||||||
| Interest (net of capitalized interest of $9,326, $5,937 and $8,333 in 2018, 2017 and 2016, respectively) | $ | 124,429 | $ | 131,416 | $ | 108,547 | |||||
| Income taxes | 596 | — | 2,449 | ||||||||
See notes to consolidated financial statements.
F- 89
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Description of the Business
PBF Holding Company LLC (“PBF Holding” or the “Company”), a Delaware limited liability company, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of, and owner of an equity interest representing approximately 99.0%99.2% of the outstanding economic interest in PBF LLC as of December 31, 2018. PBF Investments LLC (“PBF Investments”), Toledo Refining Company LLC (“Toledo Refining” or “TRC”), Paulsboro Refining Company LLC (“Paulsboro Refining” or “PRC”), Delaware City Refining Company LLC (“Delaware City Refining” or “DCR”), Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Western Region LLC (“PBF Western Region”), Torrance Refining Company LLC (“Torrance Refining”) and Torrance Logistics Company LLC are PBF LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding.2021. Collectively, PBF Holding and its consolidated subsidiaries are referred to hereinafter as the “Company”.
On May 14, 2014, PBF Logistics LP (“PBFX”), a Delaware master limited partnership, completed its initial public offering (the “PBFX Offering”) of 15,812,500 common units.. PBF Logistics GP LLC (“PBF GP”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF LLC. In connection with the PBFX Offering, PBF Holding contributed to PBFX the assets and liabilities of certain crude oil terminaling assets. In a series of additional transactions subsequent to the PBFX Offering, PBF Holding distributed certain additional assets to PBF LLC, which in turn contributed those assets to PBFX (as described in “Note 1011 - Related Party Transactions”).
Substantially all of the Company’s operations are in the United States. As of December 31, 2018,2021, the Company’s oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and have been aggregated to form one1 reportable segment. To generate earnings
COVID-19 and cash flows from operations,Market Developments
The impact of the Company is primarily dependent upon processing crude oilunprecedented global health and sellingeconomic crisis sparked by the coronavirus (“COVID-19”) pandemic, and variants thereof, and related adverse impact on economic and commercial activity resulted in a significant reduction in demand for refined petroleum and petrochemical products at margins sufficient to cover fixed and variable costs and other expenses. Crude oil and refined petroleum products are commodities; and factors that are largely outstarting in the first quarter of the Company’s control can cause prices to vary over time. The resulting potential margin volatility can have a material effect2020. This significant demand reduction has had an adverse impact on the Company’s results of operations and liquidity position. Demand for these products, however, started to recover throughout the year ended December 31, 2021 in connection with the lifting or easing of restrictions by many governmental authorities and the distribution of COVID-19 vaccines and other protective measures. The Company has adjusted throughput rates across its entire refining system to correlate with the gradual increases in demand, while still running below historic levels.
It is impossible to estimate the duration or significance of the financial position, earningsimpact that will result from the COVID-19 pandemic. However, the extent of the impact of the COVID-19 pandemic on the Company’s business, financial condition, results of operations and cash flow.liquidity will depend largely on future developments, including the duration and severity of the pandemic, and variants thereof, particularly within the geographic areas where the Company operates, the effectiveness of vaccine programs, and the related impact on overall economic activity, all of which cannot be predicted with certainty at this time.
F- 910
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Presentation
These consolidated financial statementsConsolidated Financial Statements include the accounts of PBF Holding and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Cost Classifications
Cost of products and other consists of the cost of crude oil, other feedstocks, blendstocks and purchased refined products and the related in-bound freight and transportation costs.
Operating expenses (excluding depreciation and amortization) consists of direct costs of labor, maintenance and services, utilities, property taxes, environmental compliance costs and other direct operating costs incurred in connection with our refining operations. Such expenses exclude depreciation related to refining and logistics assets that are integral to the refinery production process, which is presented separately as Depreciation and amortization expense as a component of Cost of sales on the Company’s consolidated statementsConsolidated Statements of operations.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures. Actual results could differ from those estimates.
Impairment Assessment of Long-Lived Assets and Definite-Lived Intangibles
The Company evaluates long-lived assets for impairment on a continual basis and reassesses the reasonableness of their related useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events may include, among other things, significant adverse changes in the business climate, market conditions, environmental regulations or a determination that it is more likely than not that an asset or an asset group will be sold or retired before its estimated useful life. These possible triggering events of impairment may impact the Company’s assumptions related to future throughput levels, future operating revenues, expenses and gross margin, levels of anticipated capital expenditures and remaining useful life. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use, early retirement or disposition. Cash flows for long-lived assets/asset groups are determined at the lowest level for which identifiable cash flows exist. The cash flows from the refinery asset groups are evaluated individually regardless of product mix or fuel type produced. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. The Company’s assumptions incorporate inherent uncertainties that are at times difficult to predict and could result in impairment charges or accelerated depreciation in future periods if actual results materially differ from the estimated assumptions used.
F- 11
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Business Combinations
We use the acquisition method of accounting for the recognition of assets acquired and liabilities assumed in business combinations at their estimated fair values as of the date of acquisition. Any excess consideration transferred over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is required in estimating the fair value of assets acquired. As a result, in the case of significant acquisitions, we obtain the assistance of third-party valuation specialists in estimating fair values of tangible and intangible assets based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.
Certain of the Company’s acquisitions may include earn-out provisions or other forms of contingent consideration. As of the acquisition date, the Company records contingent consideration, as applicable, at the estimated fair value of expected future payments associated with the earn-out. Any changes to the recorded fair value of contingent consideration, subsequent to the measurement period, will be recognized as earnings in the period in which it occurs.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying amount of the cash equivalents approximates fair value due to the short-term maturity of those instruments.
Concentrations of Credit Risk
For the yearsyear ended December 31, 2018, 20172021 and 2016December 31, 2020, only 1 customer, Shell plc (“Shell”), accounted for 10% or more of the Company’s revenues (approximately 15% and 13%, respectively). For the year ended December 31, 2019 no single customer amounted to greater than or equal to 10% of the Company’s revenues.
(approximately 26% and 17%, respectively).
Revenue Deferred RevenueRecognition
The Company sells various refined products primarily through its refinery subsidiaries and Accounts Receivable
Accounts receivable are carried at invoiced amounts. An allowance for doubtful accounts is established, if required, to report such amounts at their estimated net realizable value. In estimating probable losses, management reviews accounts that are past due and determines if there are any known disputes. There was no allowance for doubtful accounts at December 31, 2018 and 2017.
Excise taxes on sales of refined products that are collected from customers and remitted to various governmental agencies are reported on a net basis.
F- 12
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Inventory
Inventories are carried at the lower of cost or market. The cost of crude oil, feedstocks, blendstocks and refined products are determined under the last-in first-out (“LIFO”) method using the dollar value LIFO method with increments valued based on average purchase prices during the year. The cost of supplies and other inventories is determined principally on the weighted average cost method.
RINs
The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the renewable fuel standard implemented by Environmental Protection Agency (“EPA”), which sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into motor fuels consumed in the United States (the “Renewable Fuel Standard”). The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability.
Leases
The Company leases office space, office equipment, refinery facilities and equipment, railcars and other logistics assets primarily under non-cancelable operating leases, with terms typically ranging from one to twenty years, subject to certain renewal options as applicable. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of lease liabilities and right-of-use assets. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Interest expense for finance leases is incurred based on the carrying value of the lease liability. Leases with an initial term of 12 months or less are not recorded on the Company’s Consolidated Balance Sheets.
The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate.
For substantially all classes of underlying assets, the Company has elected the practical expedient not to separate lease and non-lease components, which allows for combining the components if certain criteria are met. For certain leases of refinery support facilities, the Company accounts for the non-lease service component separately.
F- 1113
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property, Plant and Equipment
Property, plant and equipment additions are recorded at cost. The Company capitalizes costs associated with the preliminary, pre-acquisition and development/construction stages of a major construction project. The Company capitalizes the interest cost associated with major construction projects based on the effective interest rate of total borrowings. The Company also capitalizes costs incurred in the acquisition and development of software for internal use, including the costs of software, materials, consultants and payroll-related costs for employees incurred in the application development stage.
Depreciation is computed using the straight-line method over the following estimated useful lives:
| Process units and equipment | 5-25 years | |||||||
| Pipeline and equipment | 5-25 years | |||||||
| Buildings | 25 years | |||||||
| Computers, furniture and fixtures | 3-7 years | |||||||
| Leasehold improvements | 20 years | |||||||
| Railcars | 50 years | |||||||
Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized.
Deferred Charges and Other Assets, netNet
Deferred charges and other assets include refinery turnaround costs, catalyst, precious metal catalysts, linefill, deferred financing costs and intangible assets. Refinery turnaround costs, which are incurred in connection with planned major maintenance activities, are capitalized when incurred and amortized on a straight-line basis over the period of time estimated to lapse until the next turnaround occurs (generallyoccurs. The amortization period generally ranges from 3 to 5 years).6 years; however, based upon the specific facts and circumstances, different periods of deferral occur.
Precious metal catalysts, linefill and certain other intangibles are considered indefinite-lived assets as they are not expected to deteriorate in their prescribed functions. Such assets are assessed for impairment in connection with the Company’s review of its long-lived assets as indicators of impairment develop.assets.
Deferred financing costs are capitalized when incurred and amortized over the life of the loan (generally 1 to 8 years).
Intangible assets with finite lives primarily consist of emission credits and permits and are amortized over their estimated useful lives (generally 1 to 10 years).
F- 1214
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We are exposed to market risk, primarily related to changes in Equity Method Investmentscommodity prices for the crude oil and feedstocks used in the refining process, as well as the prices of the refined products sold and the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. The accounting treatment for commodity and environmental compliance contracts depends on the intended use of the particular contract and on whether or not the contract meets the definition of a derivative. Non-derivative contracts are recorded at the time of delivery.
Derivative accounting is complex and requires management judgment in the levelfollowing respects: identification of influencederivatives and embedded derivatives; determination of the fair value of derivatives; identification of hedge relationships; assessment and measurement of hedge ineffectiveness; and election and designation of the normal purchases and sales exception. All of these judgments, depending upon their timing and effect, can have a significant impact on earnings.
Impairment of Long-Lived Assets
We evaluate long-lived assets for impairment on a continual basis and reassess the reasonableness of their related useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events may include, among other things, significant adverse changes in the business climate, market conditions, environmental regulations or a determination that it is ablemore likely than not that an asset or an asset group will be sold or retired before its estimated useful life. These possible triggering events of impairment may impact our assumptions related to exercise over an entity’s operations to determine whether to use the equity methodfuture throughput levels, future operating revenues, expenses and gross margin, levels of accounting. The Company’s judgment regarding the level of control over an equity method investment includes considering key factors such as its ownership interest, participation in policy-makinganticipated capital expenditures and other significant decisions and material intercompany transactions. Amounts recognizedremaining useful life. Long-lived assets are tested for equity method investments are included in equity method investments in the consolidated balance sheet and adjusted for the Company’s share of the net earnings and losses of the investee and cash distributions, which are included in the consolidated statements of operations and the consolidated statements of cash flows. Amounts recognized for earnings in excess of distributions of the Company’s equity method investments are included in the operating section of the consolidated statements of cash flows. The Company evaluates its equity method investments for impairmentrecoverability whenever events or changes in circumstances indicate that the carrying amountsamount of suchthe asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. Cash flows for long-lived assets/asset groups are determined at the lowest level for which identifiable cash flows exist. The cash flows from the refinery asset groups are evaluated individually regardless of product mix or fuel type produced. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. Our assumptions incorporate inherent uncertainties that are at times difficult to predict and could result in impairment charges or accelerated depreciation in future periods if actual results materially differ from the estimated assumptions used.
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Recent Accounting Pronouncements
Refer to “Note 2 - Summary of Significant Accounting Policies” of our Notes to Consolidated Financial Statements, for Recently Issued Accounting Pronouncements.
Supplemental Guarantor Financial Information
As of December 31, 2021, PBF Services, DCR, PBF Power, PRC, Toledo Refining, Chalmette Refining, PBF Western Region, Torrance Refining, Martinez Refining, PBF International Inc. and PBF Investments are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the 2025 Senior Secured Notes, 2025 Senior Notes and 2028 Senior Notes. These guarantees are full and unconditional and joint and several. PBF Holding serves as the “Issuer”. The indentures dated May 30, 2017 and January 24, 2020, among PBF Holding, PBF Finance, the guarantors party thereto, Wilmington Trust, National Association, as trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, and the indenture dated May 13, 2020, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent, govern subsidiaries designated as “Guarantor Subsidiaries”. PBF Ltd., PBF Transportation Company LLC, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins, T&M, Torrance Basin Pipeline Company LLC, Torrance Logistics Company LLC, Torrance Pipeline Company LLC, Martinez Terminal Company LLC, Martinez Pipeline Company LLC and PBFWR Logistics Holdings LLC are consolidated subsidiaries of the Company that are not guarantors of the 2025 Senior Secured Notes, 2025 Senior Notes and 2028 Senior Notes. The 2025 Senior Secured Notes, 2025 Senior Notes and 2028 Senior Notes were co-issued by PBF Finance. For purposes of the following information, PBF Finance is referred to as “Co-Issuer.” The Co-Issuer has no independent assets or operations.
The following tables present summarized information for the Issuer and the Guarantor Subsidiaries on a combined basis after elimination of (i) intercompany transactions and balances among the Issuer and the Guarantor Subsidiaries and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor.
| Summarized Balance Sheets (in millions) | December 31, 2021 | December 31, 2020 | |||||||||
| ASSETS | |||||||||||
Current Assets (1) | $ | 4,840.0 | $ | 3,559.0 | |||||||
| Non-Current Assets | 5,754.0 | 5,990.0 | |||||||||
| Due from non-guarantor subsidiaries | 16,211.0 | 13,813.0 | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
Current liabilities (1) | $ | 3,645.0 | $ | 2,350.0 | |||||||
| Long-term liabilities | 4,862.0 | 5,411.0 | |||||||||
| Due to non-guarantor subsidiaries | 16,100.0 | 13,770.0 | |||||||||
| (1) Includes $4.1 million and $61.7 million of accounts receivables and accounts payables, respectively, related to transactions with PBFX as of December 31, 2021. Includes $4.9 million and $53.2 million of accounts receivables and accounts payables, respectively, related to transactions with PBFX as of December 31, 2020. Refer to “Note 11 - Related Party Transactions” of the Notes to Consolidated Financial Statements for further disclosures. | |||||||||||
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| Summarized Statements of Operations (in millions) | December 31, 2021 | December 31, 2020 | |||||||||||||||
| Revenues | $ | 26,836.9 | $ | 14,732.0 | |||||||||||||
| Cost of sales | 23,940.0 | 15,394.0 | |||||||||||||||
| Gross margin | 2,896.9 | (662.0) | |||||||||||||||
| Income (loss) from operations | 2,631.5 | (445.2) | |||||||||||||||
| Net income (loss) | 2,400.2 | (680.9) | |||||||||||||||
| Net income (loss) attributable to PBF Holding Company LLC | $ | 2,397.9 | $ | (680.6) | |||||||||||||
| Non-guarantor intercompany sales with the Issuer and Guarantor subsidiaries | $ | 2,237.8 | $ | 1,197.2 | |||||||||||||
| Non-guarantor intercompany cost of sales with the Issuer and Guarantor subsidiaries | 76.7 | 20.6 | |||||||||||||||
Affiliate revenues related to transactions with PBFX (1) | 16.0 | 16.3 | |||||||||||||||
Affiliate expenses related to transactions with PBFX (1) | 304.1 | 289.4 | |||||||||||||||
| (1) Refer to “Note 11 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for further information. | |||||||||||||||||
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks, including changes in commodity prices and interest rates. Our primary commodity price risk is associated with the difference between the prices we sell our refined products and the prices we pay for crude oil and other feedstocks. We may use derivative instruments to manage the risks from changes in the prices of crude oil and refined products, natural gas, interest rates, or to capture market opportunities.
Commodity Price Risk
Our earnings, cash flow and liquidity are significantly affected by a variety of factors beyond our control, including the supply of, and demand for, crude oil, other feedstocks, refined products and natural gas. The supply of and demand for these commodities depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, planned and unplanned downtime in refineries, pipelines and production facilities, production levels, the availability of imports, the marketing of competitive and alternative fuels, and the extent of government regulation. As a result, the prices of these commodities can be volatile. Our revenues fluctuate significantly with movements in industry refined product prices, our cost of sales fluctuates significantly with movements in crude oil and feedstock prices and our operating expenses fluctuate with movements in the price of natural gas. We manage our exposure to these commodity price risks through our supply and offtake agreements as well as through the use of various commodity derivative instruments.
We may use non-trading derivative instruments to manage exposure to commodity price risks associated with the purchase or sale of crude oil and feedstocks, finished products and natural gas outside of our supply and offtake agreements. The derivative instruments we use include physical commodity contracts and exchange-traded and over-the-counter financial instruments. We mark-to-market our commodity derivative instruments and recognize the changes in their fair value in our statements of operations.
The negative impact of the unprecedented global health and economic crisis sparked by the COVID-19 pandemic, combined with uncertainty around future output levels of the world’s largest oil producers increased unpredictability in oil supply and demand resulting in an economic challenge to our industry which has not occurred since our formation. This combination resulted in significant reduction in demand for our refined products and abnormal volatility in oil commodity prices. Demand for and market prices of most of our products started to recover following the lifting or easing of these restrictions by many governmental authorities and the distribution of the COVID-19 vaccines at the beginning of 2021.
At December 31, 2021 and December 31, 2020, we had gross open commodity derivative contracts representing 42.1 million barrels and 10.0 million barrels, respectively, with an unrealized net loss of $12.0 million and unrealized net loss of $3.0 million, respectively. The open commodity derivative contracts as of December 31, 2021 expire at various times during 2022 and 2023.
We carry inventories of crude oil, intermediates and refined products (“hydrocarbon inventories”) on our Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled approximately 30.2 million barrels and 28.2 million barrels at December 31, 2021 and December 31, 2020, respectively. The average cost of our hydrocarbon inventories was approximately $78.29 and $78.64 per barrel on a LIFO basis at December 31, 2021 and December 31, 2020, respectively. The December 31, 2020 results exclude the net impact of an LCM inventory adjustment of approximately $669.6 million, whereas at December 31, 2021, the replacement value of inventory exceeded the LIFO carrying value. If market prices of our inventory decline to a level below our average cost, we may be impaired. A loss is recorded in earnings in the current periodrequired to write down the carrying value of our hydrocarbon inventories to market.
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Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we annually consume a total of between 75 million and 95 million MMBTUs of natural gas amongst our six refineries as of December 31, 2021. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $75.0 million to $95.0 million.
Compliance Program Price Risk
We are exposed to market risks related to our obligations to buy and the investment to fair value if a declinevolatility in the price of credits needed to comply with various governmental and regulatory compliance programs, which includes RINs, required to comply with the Renewable Fuel Standard. Our overall RINs obligation is based on a percentage of our domestic shipments of on-road fuels as established by EPA. To the degree we are unable to blend the required amount of biofuels to satisfy our RINs obligation, we must purchase RINs on the open market. To mitigate the impact of the market risk relating to our obligations on our results of operations and cash flows, we may elect to purchase RINs or other environmental credits as part of our liability management strategy.
In addition, we are exposed to risks associated with complying with federal and state legislative and regulatory measures to address greenhouse gas and other emissions. Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as well as implement and manage new emission controls and programs put in place. For example, in September 2016, the state of California enacted AB 32, which further reduces greenhouse gas emission targets to 40% below 1990 levels by 2030. Compliance with such emission standards may require the purchase of emission credits or similar instruments.
Certain of these compliance contracts or instruments qualify as derivative instruments. For certain of these contracts, we elect the normal purchase normal sale exception under ASC 815, Derivatives and Hedging, for such instruments,and therefore do not record these contracts at their fair value.
Interest Rate Risk
The maximum commitment under our Revolving Credit Facility is $3.4 billion. Borrowings under the Revolving Credit Facility bear interest either at the Alternative Base Rate plus the Applicable Margin or at Adjusted LIBOR plus the Applicable Margin, all as defined in the Revolving Credit Agreement. At December 31, 2021, we had $900.0 million outstanding in variable interest debt. If this facility was fully drawn, a 1.0% change in the interest rate would increase or decrease our interest expense by approximately $23.6 million annually.
We also have interest rate exposure in connection with our Third Inventory Intermediation Agreement under which we pay a time value of an equity method investmentmoney charge based on LIBOR.
Credit Risk
We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties. We continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy.
Concentration Risk
For the years ended December 31, 2021 and December 31, 2020, only one customer, Shell, accounted for 10% or more of our revenues (approximately 15% and 13%, respectively). For the year ended December 31, 2019, no single customer accounted for 10% or more of our revenues.
As of December 31, 2021 and December 31, 2020, only one customer, Shell, accounted for 10% or more of our total trade accounts receivable (approximately 26% and 17%, respectively).
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is set forth beginning on page F-1 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We conducted evaluations under the supervision and with the participation of our management, including the principal executive and principal financial officers, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon these evaluations as required by Exchange Act Rule 13a-15(b), the principal executive and principal financial officers concluded that the disclosure controls and procedures are effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be othereffective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on such assessment, management concluded that as of December 31, 2021, the Company’s internal control over financial reporting is effective.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting as permitted by Item 308(b) of Regulation S-K for non-accelerated filers.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
Explanatory Note:
We are a limited liability company wholly-owned and controlled by PBF LLC. PBF Energy is the sole managing member of PBF LLC. Our directors and executive officers are the executive officers of PBF Energy. The compensation paid to these executive officers is for services provided to both entities (i.e., they are not separately compensated for their services as an officer or director of PBF Holding). PBF Holding does not file a proxy statement. If the information were required it would be identical (other than temporary.as expressly set forth below) to the information contained in Items 10, 11, 12, 13 and 14 of the Annual Report on Form 10-K of PBF Energy that will appear in the Proxy Statement of PBF Energy furnished to its stockholders in connection with its 2022 Annual Meeting. Such information is incorporated by reference in this Annual Report on Form 10-K.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information About Our Directors and Executive Officers
The following is a list of our directors and executive officers as of March 2, 2022:
| Name | Age (as of December 31, 2021) | Position | ||||||||||||
| Thomas J. Nimbley | 70 | Chief Executive Officer | ||||||||||||
| Matthew C. Lucey | 48 | President | ||||||||||||
| C. Erik Young | 44 | Senior Vice President, Chief Financial Officer | ||||||||||||
| Paul Davis | 59 | President, Western Region | ||||||||||||
| Thomas O’Connor | 49 | Senior Vice President, Commercial | ||||||||||||
| Trecia Canty | 52 | Senior Vice President, General Counsel & Corporate Secretary | ||||||||||||
| Steven Steach | 65 | Senior Vice President, Refining | ||||||||||||
Messrs. Nimbley and Lucey and Ms. Canty serve as the sole directors of PBF Holding and PBF Finance. We believe that each of their experience as executive officers of PBF Holding make them qualified to serve as its directors.
Thomas J. Nimbley has served as our and PBF Energy’s Chief Executive Officer since June 2010 and was Executive Vice President, Chief Operating Officer from March 2010 through June 2010. In his capacity as our Chief Executive Officer, Mr. Nimbley also serves as a director and the Chief Executive Officer of certain of our subsidiaries and our affiliates, including Chairman of the Board of PBF GP. Prior to joining us, Mr. Nimbley served as a Principal for Nimbley Consultants LLC from June 2005 to March 2010, where he provided consulting services and assisted on the acquisition of two refineries. He previously served as Senior Vice President and head of Refining for Phillips Petroleum Company (“Phillips”) and subsequently Senior Vice President and head of Refining for ConocoPhillips (“ConocoPhillips”) domestic refining system (13 locations) following the merger of Phillips and Conoco Inc. Before joining Phillips at the time of its acquisition of Tosco Corporation (“Tosco”) in September 2001, Mr. Nimbley served in various positions with Tosco and its subsidiaries starting in April 1993.
Matthew C. Lucey has served as our and PBF Energy’s President since January 2015 and was our Executive Vice President from April 2014 to December 2014. Mr. Lucey served as our Senior Vice President, Chief Financial Officer from April 2010 to March 2014. Mr. Lucey joined us as Vice President, Finance in April 2008. Mr. Lucey is also a director of certain of PBF Energy’s subsidiaries, including PBF GP. Prior thereto, Mr. Lucey served as a Managing Director of M.E. Zukerman & Co., a New York-based private equity firm specializing in several sectors of the broader energy industry, from 2001 to 2008. Before joining M.E. Zukerman & Co., Mr. Lucey spent six years in the banking industry.
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C. Erik Young has served as our and PBF Energy’s Senior Vice President and Chief Financial Officer since April 2014 after joining us in December 2010 as Director, Strategic Planning where he was responsible for both corporate development and capital markets initiatives. Mr. Young is also a director of certain of PBF Energy’s subsidiaries, including PBF GP. Prior to joining the Company, Mr. Young spent eleven years in corporate finance, strategic planning and mergers and acquisitions roles across a variety of industries. He began his career in investment banking before joining J.F. Lehman & Company, a private equity investment firm, in 2001.
Paul Davis has served as our and PBF Energy’s President, PBF Western Region since September 2017. Mr. Davis joined us in April of 2012 and held various executive roles in our commercial operations, including Co-Head of Commercial, prior to serving as Senior Vice President, Western Region Commercial Operations from September 2015 to September 2017. Previously, Mr. Davis was responsible for managing the U.S. clean products commercial operations for Hess Energy Trading Company from 2006 to 2012. Prior to that, Mr. Davis was responsible for Premcor’s U.S. Midwest clean products disposition group. Mr. Davis has over 29 years of experience in commercial operations in crude oil and refined products, including 16 years with the ExxonMobil in various operational and commercial positions, including sourcing refinery feedstocks and crude oil and the disposition of refined products, as well as optimization roles within refineries.
Thomas O’Connor has served as our and PBF Energy Senior Vice President, Commercial since September 2015. Mr. O’Connor joined us and PBF Energy as Senior Vice President in September 2014 with responsibility for business development and growing the business of PBFX, and from January to September 2015, served as Co-Head of commercial activities. Prior to joining us, Mr. O’Connor worked at Morgan Stanley since 2000 in various positions, most recently as a Managing Director and Global Head of Crude Oil Trading and Global Co-Head of Oil Flow Trading. Prior to joining Morgan Stanley, Mr. O’Connor worked for Tosco from 1995 to 2000 in the Atlantic Basin Fuel Oil and Feedstocks group.
Trecia Canty has served as our Senior Vice President, General Counsel and Corporate Secretary since September 2015. In her role, Ms. Canty is responsible for the legal department and outside counsel, which provide a broad range of support for the Company’s business activities, including corporate governance, compliance, litigations and mergers and acquisitions. Previously, Ms. Canty was named Vice President, Senior Deputy General Counsel and Assistant Secretary in October 2014 and led our commercial and finance legal operations since joining us in November 2012. Ms. Canty is also a director of certain of PBF Energy’s subsidiaries. Prior to joining us, Ms. Canty served as Associate General Counsel, Corporate and Assistant Secretary of Southwestern Energy Company, where her responsibilities included finance and mergers and acquisitions, securities and corporate compliance and corporate governance. She also provided legal support to the midstream marketing and logistics businesses. Prior to joining Southwestern Energy Company in 2004, she was an associate with Cleary, Gottlieb, Steen & Hamilton.
Steven Steach has served as our Senior Vice President, Refining since February 1, 2022 and has responsibility for our refining operations. He originally joined us in November 2015 in advance of the acquisition of the Torrance refinery and served as the Vice President and Refinery Manager of the Torrance refinery from its acquisition on July 1, 2016 until January 31, 2022. Before joining PBF, Mr. Steach was Refinery Manager for ConocoPhillips in Billings, MT, for four years. Prior to Billings, Mr. Steach was Operations Manager for ConocoPhillips at their Los Angeles Refinery for a total of nine years, including Site Manager at the Carson plant.
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Corporate Governance Matters
PBF Energy, our indirect parent, has adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is available at www.pbfenergy.com under the heading “Investors”. Any amendments to the Code of Business Conduct and Ethics or any grant of a waiver from the provisions of the Code of Business Conduct and Ethics requiring disclosure under applicable Securities and Exchange Commission rules will be disclosed on such website.
Additional information required by this Item will be contained in PBF Energy’s 2022 Proxy Statement, incorporated herein by reference.
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ITEM 11. EXECUTIVE COMPENSATION
Compensation of Directors of PBF Holding Company LLC
Directors of PBF Holding receive no separate compensation for service on the board of directors or committees thereof.
Additional information required under this Item will be contained in PBF Energy’s 2022 Proxy Statement, incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of December 31, 2021, 100% of the membership interests of PBF Holding were owned by PBF LLC, and PBF Finance had 100 shares of common stock outstanding, all of which were held by PBF Holding. Refer to “Note 14 - Equity Structure” of our Notes to Consolidated Financial Statements.
The stockholders of PBF Energy may be deemed to beneficially own an interest in our membership interests by virtue of their beneficial ownership of shares of Class A common stock of PBF Energy. PBF Energy reports separately on the beneficial ownership of its officers, directors and significant stockholders. For additional information, we refer you to PBF Energy’s 2022 Proxy Statement, which is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Refer to “Note 11 - Related Party Transactions” of our Notes to Consolidated Financial Statements.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Deloitte & Touche LLP (PCAOB ID No. 34) (“Deloitte”) is our independent registered public accounting firm. Our audit fees are determined as part of the overall audit fees for PBF Energy and are approved by the audit committee of the board of directors of PBF Energy. PBF Energy reports separately on the fees and services of its principal accountants. For additional information, we refer you to PBF Energy’s 2022 Proxy Statement, which is incorporated herein by reference.
The following table presents fees incurred for the years ended December 31, 2021 and 2020 for professional services performed by Deloitte.
| (in thousands) | 2021 | 2020 | |||||||||
Audit Fees (1) | $ | 3,918.1 | $ | 4,660.0 | |||||||
Audit-related Fees (2) | 40.0 | 576.0 | |||||||||
Tax Fees (3) | 57.8 | 57.8 | |||||||||
| Total Fees | $ | 4,015.9 | $ | 5,293.8 | |||||||
| (1) Represents the aggregate fees for professional services rendered by Deloitte in connection with its audits of PBF Holding and its indirect parent, PBF Energy’s consolidated financial statements, including the audits of internal control over financial reporting of PBF Energy and related accounting consultation services provided to support the performance of such audits. Fees, and related expenses, are for services performed in connection with the audit of our fiscal years ended December 31, 2021 and 2020 financial statements regardless of when incurred. | |||||||||||
| (2) Represents fees for professional services rendered in connection with various filings for PBF Holding and its indirect parent, PBF Energy, including (i) services rendered in connection with the filing of registration statements with the SEC and (ii) attestation services performed in connection with certain regulatory filings. | |||||||||||
| (3) Represents fees associated with tax services rendered for income tax planning and sales, use and excise tax matters. | |||||||||||
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. Financial Statements. The consolidated financial statements of PBF Holding Company LLC and subsidiaries, required by Part II, Item 8, are included in Part IV of this report. See Index to Consolidated Financial Statements beginning on page F-1.
2. Financial Statement Schedules and Other Financial Information. No financial statement schedules are submitted because either they are not applicable or because the required information is included in the consolidated financial statements or notes thereto.
3. Exhibits. Filed as part of this Annual Report on Form 10-K are the following exhibits:
| Number | Description | |||||||
| Sale and Purchase Agreement dated June 11, 2019 by and between PBF Holding Company LLC and Equilon Enterprises LLC d/b/a Shell Oil Products US (incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated June 11, 2019 (File No. 001-35764)). | ||||||||
| Amendment No. 1 dated February 1, 2020 to Sale and Purchase Agreement dated June 11, 2019 by and between PBF Holding Company LLC and Equilon Enterprises LLC d/b/a Shell Oil Products US (incorporated by reference to Exhibit 2.2 filed with PBF Energy Inc.'s Current Report on Form 8-K dated February 6, 2020 (File No. 001-35764)). | ||||||||
| Certificate of Formation of PBF Holding Company LLC (Incorporated by reference to Exhibit 3.1 filed with PBF Holding Company LLC’s Registration Statement on Form S-4 dated January 14, 2013 (Registration No. 333-186007)). | ||||||||
| Limited Liability Company Agreement of PBF Holding Company LLC (Incorporated by reference to Exhibit 3.2 filed with PBF Holding Company LLC’s Registration Statement on Form S-4 (Registration No. 333-186007)). | ||||||||
| Certificate of Incorporation of PBF Finance Corporation (Incorporated by reference to Exhibit 3.3 filed with PBF Holding Company LLC’s Registration Statement on Form S-4 (Registration No. 333-186007)). | ||||||||
| Bylaws of PBF Finance Corporation (Incorporated by reference to Exhibit 3.4 filed with PBF Holding Company LLC’s Registration Statement on Form S-4 (Registration No. 333-186007)). | ||||||||
| Indenture dated as of May 30, 2017, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent and form of 7.25% Senior Note (included as Exhibit A) (incorporated by reference to Exhibit 4.1 of PBF Energy Inc’s Current Report on Form 8-K (File No. 001-35764) filed on May 30, 2017). | ||||||||
| Indenture dated as of January 24, 2020, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent and form of 6.00% Senior Notes due 2028 (included as Exhibit A) (incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated January 24, 2020 (File No. 001-35764)). | ||||||||
| First Supplemental Indenture dated February 3, 2020, among PBF Holding Company LLC, PBF Finance Corporation, Martinez Refining Company LLC, Martinez Terminal Company LLC, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, transfer agent, registrar and authenticating agent (6.00% Senior Notes due 2028) (incorporated by reference to Exhibit 4.3 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
97
| First Supplemental Indenture dated February 3, 2020, among PBF Holding Company LLC, PBF Finance Corporation, Martinez Refining Company LLC, Martinez Terminal Company LLC, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, transfer agent, registrar and authenticating agent (7.25% Senior Notes due 2025) (incorporated by reference to Exhibit 4.4 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
| Indenture dated as of May 13, 2020, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent and form of 9.25% Senior Secured Notes due 2025 (included as exhibit A) (incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 13, 2020 (File No. 001-35764)). | ||||||||
| Supplemental Indenture dated December 21, 2020, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent (9.25% Senior Secured Notes due 2025) (incorporated by reference to Exhibit 4.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 22, 2020 (File No. 001-35764)). | ||||||||
| PBF Energy Inc. Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to DEF 14A filed with PBF Energy Inc.’s Proxy Statement dated March 22, 2016 (File No. 001-35764)). | ||||||||
| PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan (incorporated by reference to Appendix A to PBF Energy Inc.’s Definitive Proxy Statement on Schedule 14A filed on April 13, 2018 (File No. 001-35764)). | ||||||||
| Form of PBF Energy Non-Qualified Stock Option Agreement (prior to 2020) under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated November 2, 2018 (File No. 001-35764)). | ||||||||
| Form of PBF Energy Non-Qualified Stock Option Agreement (2020 and thereafter) under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated November 13, 2020 (File No. 001-35764)). | ||||||||
| Form of PBF Energy Performance Share Unit Award Agreement (2021-2023) under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s Current Report on Form 8-K dated November 13, 2020 (File No. 001-35764)). | ||||||||
| Form of PBF Energy Performance Unit Award Agreement (2021-2023) under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated November 13, 2020 (File No. 001-35764)). | ||||||||
| Form of Non-Qualified Stock Option Agreement under the PBF Energy Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 filed with PBF Energy Inc.’s Amendment No. 6 to Registration Statement on Form S-1 (Registration No. 333-177933)). | ||||||||
| Form of Amended and Restated Restricted Stock Agreement for non-employee Directors under the PBF Energy Inc. 2017 Equity Incentive Plan. (incorporated by reference to Exhibit 10.3 of PBF Energy Inc.’s Annual Report on Form 10-K (File No. 001-35764) filed on February 23, 2018). | ||||||||
| Form of Amended and Restated Restricted Stock Agreement for employees under PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 of PBF Energy Inc.’s Annual Report on Form 10-K (File No. 001-35764) filed on February 23, 2018). | ||||||||
98
| Transportation Services Agreement dated as of August 31, 2016 among PBF Holding Company LLC and Torrance Valley Pipeline Company LLC (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Pipeline Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Pipeline Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.5 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Dedicated Storage Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.6 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Throughput Storage Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.7 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Senior Secured Revolving Credit Agreement dated as of May 2, 2018 (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 7, 2018 (File No. 001-35764)). | ||||||||
| Second Amendment dated as of May 7, 2020 to Senior Secured Revolving Credit Agreement dated as of May 2, 2018, as amended (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 7, 2020 (File No. 001-35764)). | ||||||||
| Amendment dated as of February 18, 2020 to Senior Secured Revolving Credit Agreement dated as of May 2, 2018 (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
| Sixth Amended and Restated Operation and Management Services and Secondment Agreement dated as of July 31, 2018, among PBF Holding Company LLC, Delaware City Refining Company LLC, Toledo Refining Company LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC, Chalmette Refining L.L.C., Paulsboro Refining Company LLC, PBF Logistics GP LLC, PBF Logistics LP, DCR Storage and Loading LLC, Delaware City Terminaling Company LLC, Toledo Terminaling Company LLC, Delaware Pipeline Company LLC, Delaware City Logistics Company LLC, Paulsboro Terminaling Company LLC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Rail Logistics Company LLC, Chalmette Logistics Company LLC and PBFX Operating Company LLC (incorporated by reference to Exhibit 10.3 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated October 31, 2018 (File No. 001-36446)). | ||||||||
| Fifth Amended and Restated Omnibus Agreement dated as of July 31, 2018, among PBF Holding Company LLC, PBF Energy Company LLC, PBF Logistics GP LLC and PBF Logistics LP (incorporated by reference to Exhibit 10.2 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated October 31, 2018 (File No. 001-36446)). | ||||||||
| Amended and Restated Delaware City Rail Terminaling Services Agreement (incorporated by reference to Exhibit 10.1 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated May 3, 2018 (File No. 001-36446)). | ||||||||
| Amended and Restated Delaware City West Ladder Rack Terminaling Services Agreement (incorporated by reference to Exhibit 10.2 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated May 3, 2018 (File No. 001-36446)). | ||||||||
99
| Delaware Pipeline Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware Pipeline Company LLC (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764)). | ||||||||
| Delaware City Truck Loading Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware City Logistics Company LLC (incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764)). | ||||||||
| Third Amended and Restated Inventory Intermediation Agreement dated as of October 25, 2021, among J. Aron & Company, LLC, PBF Holding Company LLC, Delaware City Refining Company LLC, Paulsboro Refining Company LLC and Chalmette Refining, L.L.C. (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated October 28, 2021 (File No. 001-35764)). | ||||||||
| Amendment to Amended and Restated Delaware City Rail Terminaling Service Agreement dated February 13, 2019 among PBF Holding Company LLC, Delaware City Terminaling Company LLC and CPI Operations LLC (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s Current Report on Form 8-K dated February 14, 2019 (File No. 001-35764)). | ||||||||
| Terminaling Service Agreement dated February 13, 2019 among PBF Holding Company LLC, Delaware City Terminaling Company LLC and CPI Operations LLC (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated February 14, 2019 (File No. 001-35764)). | ||||||||
| Amended and Restated Toledo Truck Unloading & Terminaling Agreement effective as of June 1, 2014 (incorporated by reference to Exhibit 10.10 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated August 7, 2014 (File No. 001-35764)). | ||||||||
| Assignment and Amendment of Amended and Restated Toledo Truck Unloading & Terminaling Agreement dated as of December 12, 2014 by and between PBF Holding Company LLC, PBF Logistics LP and Toledo Terminaling Company LLC (incorporated by reference to Exhibit 10.4 filed with PBF Logistics LP’s Current Report on Form 8-K dated December 16, 2014 (File No. 001-36446)). | ||||||||
| Lease Agreement dated as of February 15, 2017 by and between PBFX Operating Company LLC and Chalmette Refining, L.L.C. (incorporated by reference to Exhibit 10.3 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on February 22, 2017). | ||||||||
| Storage Services Agreement dated as of February 15, 2017 by and between PBFX Operating Company LLC and PBF Holding Company LLC (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on February 22, 2017). | ||||||||
| Firm Transportation Service Agreement dated as of August 3, 2017, by and between Paulsboro Natural Gas Pipeline Company LLC and Paulsboro Refining Company LLC (incorporated by reference to Exhibit 10.1 with PBF Logistics LP’s Quarterly Report on Form 10-Q dated November 2, 2017 (File No. 001-36446). | ||||||||
| Storage and Terminaling Services Agreement dated as of December 12, 2014 among PBF Holding Company LLC and Toledo Terminaling Company LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 16, 2014 (File No. 001-36446)). | ||||||||
| Joinder Agreement to the ABL Security Agreement dated as of February 1, 2020, among Martinez Refining Company LLC, Martinez Terminal Company LLC and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
100
| Joinder Agreement to the Credit Agreement dated as of February 1, 2020, among PBF Holding Company LLC, the Guarantors named on the signature pages thereto including Martinez Refining Company LLC, Martinez Terminal Company LLC and Bank of America, N.A., as Administrative Agent to Senior Secured Revolving Credit Agreement dated as of May 2, 2018 (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
| Employment Agreement dated as of September 4, 2014 between PBF Investments LLC and Thomas O’Connor (incorporated by reference to Exhibit 10.9 filed with PBF Energy Inc.’s Annual Report on Form 10-K dated February 29, 2016 (File No. 001-35764)). | ||||||||
| Employment Agreement dated as of April 1, 2014 between PBF Investments LLC and Timothy Paul Davis (incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 7, 2014 (File No. 001-35764)). | ||||||||
| Employment Agreement dated as of April 1, 2014 between PBF Investments LLC and Erik Young (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 7, 2014 (File No. 001-35764)). | ||||||||
| Amended and Restated Employment Agreement dated as of December 17, 2012, between PBF Investments LLC and Thomas J. Nimbley (incorporated by reference to Exhibit 10.8 filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 18, 2012 (File No. 001-35764)). | ||||||||
| Second Amended and Restated Employment Agreement, dated as of December 17, 2012, between PBF Investments LLC and Matthew C. Lucey (incorporated by reference to Exhibit 10.9 filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 18, 2012 (File No. 001-35764)). | ||||||||
| Subsidiaries of PBF Holding Company LLC. | ||||||||
| List of Guarantor Subsidiaries. | ||||||||
| Power of Attorney (included on signature page). | ||||||||
| Certification by Chief Executive Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification by Chief Financial Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification by Chief Executive Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification by Chief Financial Officer of PBF Holding Company LLC 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. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101). | |||||||
——————————
101
| * | Filed herewith. | ||||
| ** | Indicates management compensatory plan or arrangement. | ||||
| † | Portions of the exhibits have been omitted because (i) the registrant customarily and actually treats that information as private or confidential and (ii) the omitted information is not material. | ||||
| (1) | This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act. | ||||
102
PBF HOLDING COMPANY LLC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F- 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To PBF Energy Inc., the Managing Member of PBF Holding Company LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of PBF Holding Company LLC and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.
Critical Accounting Policy and Estimate – Impairment Assessment of Long-Lived Assets and Definite-Lived Intangibles – refer to Note 2 to the Consolidated Financial Statements
Critical Audit Matter Description
The Company recordsevaluates long-lived assets for impairment on a continual basis and reassesses the reasonableness of their related useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events may include, among other things, significant adverse changes in the business climate, market
F- 2
conditions, environmental regulations or a determination that it is more likely than not that an asset retirement obligation at fair valueor an asset group will be sold or retired before its estimated useful life. During 2021, business conditions related to demand for the estimated costcompany’s products and reduced throughput levels as well as increasing environmental regulation were assessed as possible triggering events. These possible triggering events of impairment may impact the Company’s assumptions related to retire a tangible long-lived asset atfuture throughput levels, future operating revenues, expenses and gross margin, levels of anticipated capital expenditures and remaining useful life. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the timecarrying amount exceeds the sum of the undiscounted cash flows expected to result from its use, early retirement or disposition. When events or changes in circumstances exist, the Company incurs that liability, whichevaluates its long-lived assets for impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted cash flows expected to result for the use of the assets over their remaining useful life. If the carrying amount of an asset exceeds the undiscounted cash flows, an analysis is generally when the asset is purchased, constructed, or leased. The Company records the liability when it has a legal or contractual obligationperformed to incur costs to retire the asset and when a reasonable estimate ofdetermine the fair value of the liability canasset. The Company makes significant assumptions to evaluate long-lived assets for possible indications of impairment. Changes in these assumptions could have a significant impact on the long- lived assets. For the year ended December 31, 2021, no impairment loss related to long-lived assets has been recognized.
We identified the determination of possible triggering events for long lived assets as a critical audit matter because of the significant assumptions management makes when determining whether events or changes in circumstances have occurred indicating that the carrying amounts of long-lived assets may not be made. Ifrecoverable.This required a reasonable estimate cannot be made athigh degree of auditor judgment.
How the timeCritical Audit Matter Was Addressed in the liabilityAudit
Our audit procedures related to impairment indicators for long-lived assets included the following, among others:
•We tested the effectiveness of controls over the identification of possible circumstances that may indicate that the carrying amounts of long-lived assets are no longer recoverable, including controls over management’s useful life, throughput levels, gross margin, operating expenses and future levels of capital expenditures assumptions
•We compared management’s evaluation of potential impairment indicators to our independent expectation by:
◦We performed searches for adverse general market and asset-specific environmental conditions
◦We inquired of Management about the impact of macro-economic impacts of the pandemic, the pace of decarbonization and the energy transition, and new environmental regulations on the Company’s forecasting of future cash flows, refining margins, future levels of capital expenditure and estimated useful lives.
◦We inspected minutes of the board of directors, the Company’s public statements, operating plans, and market reports to identify any evidence that may contradict management’s assumptions
◦We read relevant rules and regulations issued by federal, state and local regulatory bodies, including staff reports, resolutions, other third-party filings, and other publicly available information to assess future levels of sustained capital expenditure and impact to future refinery throughput.
•With the assistance of Environmental Specialists, we performed a public domain search to assess the impact of environmental regulatory laws on the company’s operations
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
March 2, 2022
We have served as the Company's auditor since 2011.
F- 3
PBF HOLDING COMPANY LLC
CONSOLIDATED BALANCE SHEETS
(in millions)
| December 31, 2021 | December 31, 2020 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,305.7 | $ | 1,570.1 | |||||||
| Accounts receivable | 1,272.0 | 501.5 | |||||||||
| Accounts receivable - affiliate | 4.1 | 4.9 | |||||||||
| Inventories | 2,505.1 | 1,686.2 | |||||||||
| Prepaid and other current assets | 71.7 | 56.4 | |||||||||
| Total current assets | 5,158.6 | 3,819.1 | |||||||||
| Property, plant and equipment, net | 4,114.8 | 4,023.1 | |||||||||
| Lease right of use assets - third party | 717.0 | 916.7 | |||||||||
| Lease right of use assets - affiliate | 485.4 | 571.0 | |||||||||
| Deferred charges and other assets, net | 813.8 | 862.7 | |||||||||
| Total assets | $ | 11,289.6 | $ | 10,192.6 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 906.3 | $ | 402.3 | |||||||
| Accounts payable - affiliate | 61.7 | 53.2 | |||||||||
| Accrued expenses | 2,728.3 | 1,881.8 | |||||||||
| Deferred revenue | 40.3 | 45.1 | |||||||||
| Current operating lease liabilities - third party | 64.8 | 78.3 | |||||||||
| Current operating lease liabilities - affiliate | 90.7 | 85.6 | |||||||||
| Current debt | — | 7.4 | |||||||||
| Total current liabilities | 3,892.1 | 2,553.7 | |||||||||
| Long-term debt | 3,673.3 | 3,932.8 | |||||||||
| Deferred tax liabilities | 24.2 | 38.7 | |||||||||
| Long-term operating lease liabilities - third party | 570.3 | 755.9 | |||||||||
| Long-term operating lease liabilities - affiliate | 394.7 | 485.4 | |||||||||
| Long-term financing lease liabilities - third party | 70.6 | 68.3 | |||||||||
| Other long-term liabilities | 251.0 | 267.0 | |||||||||
| Total liabilities | 8,876.2 | 8,101.8 | |||||||||
| Commitments and contingencies (Note 12) | 0 | 0 | |||||||||
| Equity: | |||||||||||
| PBF Holding Company LLC equity | |||||||||||
| Member’s equity | 2,870.2 | 2,809.7 | |||||||||
| Retained earnings (accumulated deficit) | (489.3) | (723.4) | |||||||||
| Accumulated other comprehensive income (loss) | 20.3 | (6.1) | |||||||||
| Total PBF Holding Company LLC equity | 2,401.2 | 2,080.2 | |||||||||
| Noncontrolling interest | 12.2 | 10.6 | |||||||||
| Total equity | 2,413.4 | 2,090.8 | |||||||||
| Total liabilities and equity | $ | 11,289.6 | $ | 10,192.6 | |||||||
See notes to consolidated financial statements.
F- 4
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions)
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||||||||||||||
| Revenues | $ | 27,202.0 | $ | 15,045.0 | $ | 24,468.9 | |||||||||||||||||||||||
| Cost and expenses: | |||||||||||||||||||||||||||||
| Cost of products and other | 24,114.3 | 14,548.2 | 21,667.7 | ||||||||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization expense as reflected below) | 1,999.1 | 1,835.2 | 1,684.3 | ||||||||||||||||||||||||||
| Depreciation and amortization expense | 415.7 | 498.0 | 386.7 | ||||||||||||||||||||||||||
| Cost of sales | 26,529.1 | 16,881.4 | 23,738.7 | ||||||||||||||||||||||||||
| General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 226.4 | 229.0 | 258.7 | ||||||||||||||||||||||||||
| Depreciation and amortization expense | 13.3 | 11.3 | 10.8 | ||||||||||||||||||||||||||
| Change in fair value of contingent consideration | 29.4 | (79.3) | — | ||||||||||||||||||||||||||
| Impairment expense | — | 91.8 | — | ||||||||||||||||||||||||||
| Equity income in investee | — | — | (7.9) | ||||||||||||||||||||||||||
| Gain on sale of assets | (0.2) | (477.8) | (29.9) | ||||||||||||||||||||||||||
| Total cost and expenses | 26,798.0 | 16,656.4 | 23,970.4 | ||||||||||||||||||||||||||
| Income (loss) from operations | 404.0 | (1,611.4) | 498.5 | ||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||
| Interest expense, net | (275.1) | (210.3) | (108.7) | ||||||||||||||||||||||||||
| Change in fair value of catalyst obligations | 8.5 | (11.8) | (9.7) | ||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | 79.9 | (22.2) | — | ||||||||||||||||||||||||||
| Other non-service components of net periodic benefit cost | 7.8 | 4.3 | (0.2) | ||||||||||||||||||||||||||
| Income (loss) before income taxes | 225.1 | (1,851.4) | 379.9 | ||||||||||||||||||||||||||
| Income tax (benefit) expense | (14.0) | 6.1 | (8.3) | ||||||||||||||||||||||||||
| Net income (loss) | 239.1 | (1,857.5) | 388.2 | ||||||||||||||||||||||||||
| Less: net income (loss) attributable to noncontrolling interests | 2.3 | (0.3) | — | ||||||||||||||||||||||||||
| Net income (loss) attributable to PBF Holding Company LLC | $ | 236.8 | $ | (1,857.2) | $ | 388.2 | |||||||||||||||||||||||
See notes to consolidated financial statements.
F- 5
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||||||||||||||
| Net income (loss) | $ | 239.1 | $ | (1,857.5) | $ | 388.2 | |||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||
| Unrealized (loss) gain on available for sale securities | (0.7) | (0.1) | 0.4 | ||||||||||||||||||||||||||
| Net gain on pension and other post-retirement benefits | 27.1 | 3.7 | 13.8 | ||||||||||||||||||||||||||
| Total other comprehensive income | 26.4 | 3.6 | 14.2 | ||||||||||||||||||||||||||
| Comprehensive income (loss) | 265.5 | (1,853.9) | 402.4 | ||||||||||||||||||||||||||
| Less: comprehensive income (loss) attributable to noncontrolling interests | 2.3 | (0.3) | — | ||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to PBF Holding Company LLC | $ | 263.2 | $ | (1,853.6) | $ | 402.4 | |||||||||||||||||||||||
See notes to consolidated financial statements.
F- 6
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions)
| Member's Equity | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Noncontrolling Interest | Total Equity | ||||||||||||||||||||||||||||
| Balance, January 1, 2019 | $ | 2,652.5 | $ | (23.9) | $ | 890.3 | $ | 10.9 | $ | 3,529.8 | ||||||||||||||||||||||
| Member distributions | — | — | (121.6) | — | (121.6) | |||||||||||||||||||||||||||
| Capital contributions from PBF LLC | 228.5 | — | — | — | 228.5 | |||||||||||||||||||||||||||
| Distribution of assets to PBF LLC | (0.3) | — | — | — | (0.3) | |||||||||||||||||||||||||||
| Distribution of TVPC investment | (168.8) | — | — | — | (168.8) | |||||||||||||||||||||||||||
| Stock based compensation | 27.2 | — | — | — | 27.2 | |||||||||||||||||||||||||||
| Comprehensive income | — | 14.2 | 388.2 | — | 402.4 | |||||||||||||||||||||||||||
| Balance, December 31, 2019 | 2,739.1 | (9.7) | 1,156.9 | 10.9 | 3,897.2 | |||||||||||||||||||||||||||
| Member distributions | — | — | (23.1) | — | (23.1) | |||||||||||||||||||||||||||
| Capital contributions from PBF LLC | 42.4 | — | — | — | 42.4 | |||||||||||||||||||||||||||
| Stock based compensation | 28.2 | — | — | — | 28.2 | |||||||||||||||||||||||||||
| Comprehensive income (loss) | — | 3.6 | (1,857.2) | (0.3) | (1,853.9) | |||||||||||||||||||||||||||
| Balance, December 31, 2020 | 2,809.7 | (6.1) | (723.4) | 10.6 | 2,090.8 | |||||||||||||||||||||||||||
| Member distributions | — | — | (2.7) | — | (2.7) | |||||||||||||||||||||||||||
| Capital contributions from PBF LLC | 37.0 | — | — | — | 37.0 | |||||||||||||||||||||||||||
| Distribution of assets to PBF LLC | (0.4) | — | — | — | (0.4) | |||||||||||||||||||||||||||
| Stock based compensation | 23.9 | — | — | — | 23.9 | |||||||||||||||||||||||||||
| Comprehensive income | — | 26.4 | 236.8 | 2.3 | 265.5 | |||||||||||||||||||||||||||
| Other | — | — | — | (0.7) | (0.7) | |||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | 2,870.2 | $ | 20.3 | $ | (489.3) | $ | 12.2 | $ | 2,413.4 | ||||||||||||||||||||||
See notes to consolidated financial statements.
F- 7
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income (loss) | $ | 239.1 | $ | (1,857.5) | $ | 388.2 | |||||||||||
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | 444.3 | 523.8 | 404.4 | ||||||||||||||
| Impairment expense | — | 91.8 | — | ||||||||||||||
| Stock-based compensation | 30.3 | 29.3 | 30.5 | ||||||||||||||
| Change in fair value of catalyst obligations | (8.5) | 11.8 | 9.7 | ||||||||||||||
| Deferred income taxes | (14.5) | 7.3 | (8.8) | ||||||||||||||
| Non-cash change in inventory repurchase obligations | (8.4) | (12.6) | 25.4 | ||||||||||||||
| Non-cash lower of cost or market inventory adjustment | (669.6) | 268.0 | (250.2) | ||||||||||||||
| Change in fair value of contingent consideration | 29.4 | (79.3) | — | ||||||||||||||
| (Gain) loss on extinguishment of debt | (79.9) | 22.2 | — | ||||||||||||||
| Pension and other post-retirement benefit costs | 50.8 | 55.7 | 44.8 | ||||||||||||||
| Income from equity method investee | — | — | (7.9) | ||||||||||||||
| Distributions from equity method investee | — | — | 7.9 | ||||||||||||||
| Gain on sale of assets | (0.2) | (477.8) | (29.9) | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Accounts receivable | (770.5) | 325.1 | (115.9) | ||||||||||||||
| Due to/from affiliates | 9.3 | 6.7 | 12.6 | ||||||||||||||
| Inventories | (149.3) | 392.2 | (8.0) | ||||||||||||||
| Prepaid and other current assets | (15.3) | (3.0) | 4.4 | ||||||||||||||
| Accounts payable | 480.1 | (200.6) | 132.0 | ||||||||||||||
| Accrued expenses | 806.9 | 111.5 | 209.5 | ||||||||||||||
| Deferred revenue | (4.8) | 28.2 | (0.2) | ||||||||||||||
| Other assets and liabilities | (76.9) | (62.8) | (58.9) | ||||||||||||||
| Net cash provided by (used in) operating activities | $ | 292.3 | $ | (820.0) | $ | 789.6 | |||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Expenditures for property, plant and equipment | (240.5) | (183.9) | (373.1) | ||||||||||||||
| Expenditures for deferred turnaround costs | (117.7) | (188.1) | (299.3) | ||||||||||||||
| Expenditures for other assets | (28.9) | (9.1) | (44.7) | ||||||||||||||
| Acquisition of Martinez refinery | — | (1,176.2) | — | ||||||||||||||
| Proceeds from sale of assets | — | 543.1 | 36.3 | ||||||||||||||
| Equity method investment - return of capital | — | — | 0.6 | ||||||||||||||
| Net cash used in investing activities | $ | (387.1) | $ | (1,014.2) | $ | (680.2) | |||||||||||
See notes to consolidated financial statements.
F- 8
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(in millions)
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Contributions from PBF LLC | $ | 37.0 | $ | 42.4 | $ | 228.5 | |||||||||||
| Distribution to T&M and Collins shareholders | (0.7) | — | — | ||||||||||||||
| Distributions to members | (2.7) | (23.1) | (121.6) | ||||||||||||||
| Proceeds from 2025 9.25% Senior Secured Notes | — | 1,250.6 | — | ||||||||||||||
| Proceeds from 2028 6.00% Senior Notes | — | 1,000.0 | — | ||||||||||||||
| Repurchase of 2028 6.00% Senior Notes | (109.3) | — | — | ||||||||||||||
| Repurchase of 2025 7.25% Senior Notes | (37.5) | — | — | ||||||||||||||
| Redemption of 2023 7.00% Senior Notes | — | (517.5) | — | ||||||||||||||
| Proceeds from revolver borrowings | — | 1,450.0 | 1,350.0 | ||||||||||||||
| Repayments of revolver borrowings | — | (550.0) | (1,350.0) | ||||||||||||||
| Repayments of PBF Rail Term Loan | (7.4) | (7.2) | (7.0) | ||||||||||||||
| Settlements of precious metal catalyst obligations | (31.7) | (8.8) | (6.5) | ||||||||||||||
| Proceeds from catalyst financing arrangements | — | 51.9 | — | ||||||||||||||
| Payments on financing leases | (17.8) | (12.4) | — | ||||||||||||||
| Deferred financing costs and other | 0.5 | (34.7) | (1.4) | ||||||||||||||
| Net cash (used in) provided by financing activities | $ | (169.6) | $ | 2,641.2 | $ | 92.0 | |||||||||||
| Net change in cash and cash equivalents | (264.4) | 807.0 | 201.4 | ||||||||||||||
| Cash and cash equivalents, beginning of period | 1,570.1 | 763.1 | 561.7 | ||||||||||||||
| Cash and cash equivalents, end of period | $ | 1,305.7 | $ | 1,570.1 | $ | 763.1 | |||||||||||
| Supplemental cash flow disclosures | |||||||||||||||||
| Non-cash activities: | |||||||||||||||||
| Accrued and unpaid capital expenditures | $ | 103.2 | $ | 31.1 | $ | 36.0 | |||||||||||
| Assets acquired or remeasured under operating and financing leases | (106.6) | 702.0 | 1,194.3 | ||||||||||||||
| Fair value of the Martinez Contingent Consideration at acquisition | — | 77.3 | — | ||||||||||||||
| Distribution of assets to PBF Energy Company LLC | — | — | 169.1 | ||||||||||||||
| Cash paid during the year for: | |||||||||||||||||
| Interest (net of capitalized interest of $8.9, $11.9 and $17.6 in 2021, 2020 and 2019, respectively) | $ | 265.4 | $ | 162.9 | $ | 107.0 | |||||||||||
| Income taxes | 1.0 | 1.0 | 1.2 | ||||||||||||||
See notes to consolidated financial statements.
F- 9
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Description of the Business
PBF Holding Company LLC (“PBF Holding” or the “Company”), together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is incurred,a wholly-owned subsidiary of PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of, and owner of an equity interest representing approximately 99.2% of the outstanding economic interest in PBF LLC as of December 31, 2021. Collectively, PBF Holding and its consolidated subsidiaries are referred to hereinafter as the “Company”.
On May 14, 2014, PBF Logistics LP (“PBFX”), a Delaware master limited partnership, completed its initial public offering (the “PBFX Offering”). PBF Logistics GP LLC (“PBF GP”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF LLC. In connection with the PBFX Offering, PBF Holding contributed to PBFX the assets and liabilities of certain crude oil terminaling assets. In a series of additional transactions subsequent to the PBFX Offering, PBF Holding distributed certain additional assets to PBF LLC, which in turn contributed those assets to PBFX (as described in “Note 11 - Related Party Transactions”).
Substantially all of the Company’s operations are in the United States. As of December 31, 2021, the Company’s oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and have been aggregated to form 1 reportable segment.
COVID-19 and Market Developments
The impact of the unprecedented global health and economic crisis sparked by the coronavirus (“COVID-19”) pandemic, and variants thereof, and related adverse impact on economic and commercial activity resulted in a significant reduction in demand for refined petroleum and petrochemical products starting in the first quarter of 2020. This significant demand reduction has had an adverse impact on the Company’s results of operations and liquidity position. Demand for these products, however, started to recover throughout the year ended December 31, 2021 in connection with the lifting or easing of restrictions by many governmental authorities and the distribution of COVID-19 vaccines and other protective measures. The Company will recordhas adjusted throughput rates across its entire refining system to correlate with the liability when sufficient informationgradual increases in demand, while still running below historic levels.
It is availableimpossible to estimate the liability’s fair value. Certainduration or significance of the financial impact that will result from the COVID-19 pandemic. However, the extent of the impact of the COVID-19 pandemic on the Company’s business, financial condition, results of operations and liquidity will depend largely on future developments, including the duration and severity of the pandemic, and variants thereof, particularly within the geographic areas where the Company operates, the effectiveness of vaccine programs, and the related impact on overall economic activity, all of which cannot be predicted with certainty at this time.
F- 10
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Presentation
These Consolidated Financial Statements include the accounts of PBF Holding and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Cost Classifications
Cost of products and other consists of the cost of crude oil, other feedstocks, blendstocks and purchased refined products and the related in-bound freight and transportation costs.
Operating expenses (excluding depreciation and amortization) consists of direct costs of labor, maintenance and services, utilities, property taxes, environmental compliance costs and other direct operating costs incurred in connection with our refining operations. Such expenses exclude depreciation related to refining and logistics assets that are integral to the refinery production process, which is presented separately as Depreciation and amortization expense as a component of Cost of sales on the Company’s Consolidated Statements of Operations.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures. Actual results could differ from those estimates.
Impairment Assessment of Long-Lived Assets and Definite-Lived Intangibles
The Company evaluates long-lived assets for impairment on a continual basis and reassesses the reasonableness of their related useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events may include, among other things, significant adverse changes in the business climate, market conditions, environmental regulations or a determination that it is more likely than not that an asset or an asset group will be sold or retired before its estimated useful life. These possible triggering events of impairment may impact the Company’s assumptions related to future throughput levels, future operating revenues, expenses and gross margin, levels of anticipated capital expenditures and remaining useful life. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use, early retirement obligationsor disposition. Cash flows for long-lived assets/asset groups are based on its legal obligation to perform remedial activitydetermined at itsthe lowest level for which identifiable cash flows exist. The cash flows from the refinery sites when it permanently ceases operationsasset groups are evaluated individually regardless of product mix or fuel type produced. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived assets. The Company therefore considers the settlement date of these obligations to be indeterminable. Accordingly, the Company cannot calculate an associated asset retirement liability for these obligations at this time. The Company will measure and recognize theexceeds its fair value, of these asset retirement obligations when the settlement date is determinable.
F- 1311
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Business Combinations
We use the acquisition method of accounting for the recognition of assets acquired and liabilities assumed in business combinations at their estimated fair value is amortizedvalues as stock-based compensation expense on a straight-line methodof the date of acquisition. Any excess consideration transferred over the vesting period and included in General and administration expense with forfeitures recognized in the period they occur.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying amount of the cash equivalents approximates their carryingfair value due to the short-term maturity of those instruments.
Concentrations of Credit Risk
For the year ended December 31, 2021 and December 31, 2020, only 1 customer, Shell plc (“Shell”), accounted for 10% or more of the Company’s revenues (approximately 15% and 13%, respectively). For the year ended December 31, 2019 no single customer amounted to greater than or equal to 10% of the Company’s revenues.
As of December 31, 2021 and December 31, 2020, only 1 customer, Shell, accounted for 10% or more of the Company’s total trade accounts receivable (approximately 26% and 17%, respectively).
Revenue Recognition
The Company sells various refined products primarily through its refinery subsidiaries and recognizes revenue related to the sale of products when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Refer to “Note 17 - Revenues” for further discussion of the Company’s revenue recognition policy.
Accounts Receivable
Accounts receivable are carried at invoiced amounts. An allowance for doubtful accounts is established, if required, to report such amounts at their short-term nature. Derivative instrumentsestimated net realizable value. In estimating probable losses, management reviews accounts that are recorded at fair value in the consolidated balance sheets.past due and determines if there are any known disputes.
Excise taxes on sales of refined products that are collected from customers and remitted to various governmental agencies are reported on a net basis.
F- 1412
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Inventory
Inventories are carried at the lower of cost or market. The cost of crude oil, feedstocks, blendstocks and refined products are determined under the last-in first-out (“LIFO”) method using the dollar value LIFO method with increments valued based on average purchase prices during the year. The cost of supplies and other inventories is determined principally on the weighted average cost method.
RINs
The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the renewable fuel standard implemented by Environmental Protection Agency (“EPA”), which sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into motor fuels consumed in the United States (the “Renewable Fuel Standard”). The Company’s commodity contractsoverall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability.
Leases
The Company leases office space, office equipment, refinery facilities and equipment, railcars and other logistics assets primarily under non-cancelable operating leases, with terms typically ranging from one to twenty years, subject to certain renewal options as applicable. The Company considers those renewal or termination options that are measuredreasonably certain to be exercised in the determination of the lease term and initial measurement of lease liabilities and right-of-use assets. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Interest expense for finance leases is incurred based on the carrying value of the lease liability. Leases with an initial term of 12 months or less are not recorded on the Company’s Consolidated Balance Sheets.
The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate.
For substantially all classes of underlying assets, the Company has elected the practical expedient not to separate lease and non-lease components, which allows for combining the components if certain criteria are met. For certain leases of refinery support facilities, the Company accounts for the non-lease service component separately.
F- 13
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property, Plant and Equipment
Property, plant and equipment additions are recorded at fair value using Level 1 inputscost. The Company capitalizes costs associated with the preliminary, pre-acquisition and development/construction stages of a major construction project. The Company capitalizes the interest cost associated with major construction projects based on quoted pricesthe effective interest rate of total borrowings. The Company also capitalizes costs incurred in an active market, Level 2 inputs based on quoted market pricesthe acquisition and development of software for similar instruments, or Level 3 inputs based on third-party sourcesinternal use, including the costs of software, materials, consultants and payroll-related costs for employees incurred in the application development stage.
Depreciation is computed using the straight-line method over the following estimated useful lives:
| Process units and equipment | 5-25 years | |||||||
| Pipeline and equipment | 5-25 years | |||||||
| Buildings | 25 years | |||||||
| Computers, furniture and fixtures | 3-7 years | |||||||
| Leasehold improvements | 20 years | |||||||
| Railcars | 50 years | |||||||
Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized.
Deferred Charges and Other Assets, Net
Deferred charges and other available marketassets include refinery turnaround costs, catalyst, precious metal catalysts, linefill, deferred financing costs and intangible assets. Refinery turnaround costs, which are incurred in connection with planned major maintenance activities, are capitalized when incurred and amortized on a straight-line basis over the period of time estimated to lapse until the next turnaround occurs. The amortization period generally ranges from 3 to 6 years; however, based data. The Company’s catalyst lease obligationupon the specific facts and derivatives relatedcircumstances, different periods of deferral occur.
Precious metal catalysts, linefill and certain other intangibles are considered indefinite-lived assets as they are not expected to deteriorate in their prescribed functions. Such assets are assessed for impairment in connection with the Company’s crude oilreview of its long-lived assets.
Deferred financing costs are capitalized when incurred and feedstocksamortized over the life of the loan (generally 1 to 8 years).
Intangible assets with finite lives primarily consist of emission credits and refined product purchase obligationspermits and are measured and recorded at fair value using Level 2 inputs on a recurring basis, based on observable market prices for similar instruments.amortized over their estimated useful lives (generally 1 to 10 years).
F- 14
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivative Instruments
We are exposed to market risk, primarily related to changes in commodity prices for the crude oil and feedstocks used in the refining process, as well as the prices of the refined products sold and the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. The accounting treatment for commodity and environmental compliance contracts depends on the intended use of the particular contract and on whether or not the contract meets the definition of a derivative. Non-derivative contracts are recorded at the time of delivery.
All derivative instruments that are not designated as normal purchases or sales are recorded in our Consolidated Balance Sheets as either assets or liabilities measured at their fair values. Changes in the fair value of derivative instruments that either are not designated or do not qualify for hedge accounting treatment or normal purchase or normal sale accounting are recognized in income. Contracts qualifying for the normal purchases and sales exemption are accounted for upon settlement. We elect fair value hedge accounting for certain derivatives associated with our inventory repurchase obligations.
Derivative accounting is complex and requires management judgment in the following respects: identification of derivatives and embedded derivatives; determination of the fair value of derivatives; identification of hedge relationships; assessment and measurement of hedge ineffectiveness; and election and designation of the normal purchases and sales exception. All of these judgments, depending upon their timing and effect, can have a significant impact on earnings.
Impairment of Long-Lived Assets
We evaluate long-lived assets for impairment on a continual basis and reassess the reasonableness of their related useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events may include, among other things, significant adverse changes in the business climate, market conditions, environmental regulations or a determination that it is more likely than not that an asset or an asset group will be sold or retired before its estimated useful life. These possible triggering events of impairment may impact our assumptions related to future throughput levels, future operating revenues, expenses and gross margin, levels of anticipated capital expenditures and remaining useful life. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. Cash flows for long-lived assets/asset groups are determined at the lowest level for which identifiable cash flows exist. The cash flows from the refinery asset groups are evaluated individually regardless of product mix or fuel type produced. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. Our assumptions incorporate inherent uncertainties that are at times difficult to predict and could result in impairment charges or accelerated depreciation in future periods if actual results materially differ from the estimated assumptions used.
87
Recent Accounting Pronouncements
Refer to “Note 2 - Summary of Significant Accounting Policies” of our Notes to Consolidated Financial Statements, for Recently Issued Accounting Pronouncements.
Supplemental Guarantor Financial Information
As of December 31, 2021, PBF Services, DCR, PBF Power, PRC, Toledo Refining, Chalmette Refining, PBF Western Region, Torrance Refining, Martinez Refining, PBF International Inc. and PBF Investments are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the 2025 Senior Secured Notes, 2025 Senior Notes and 2028 Senior Notes. These guarantees are full and unconditional and joint and several. PBF Holding serves as the “Issuer”. The indentures dated May 30, 2017 and January 24, 2020, among PBF Holding, PBF Finance, the guarantors party thereto, Wilmington Trust, National Association, as trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, and the indenture dated May 13, 2020, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent, govern subsidiaries designated as “Guarantor Subsidiaries”. PBF Ltd., PBF Transportation Company LLC, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins, T&M, Torrance Basin Pipeline Company LLC, Torrance Logistics Company LLC, Torrance Pipeline Company LLC, Martinez Terminal Company LLC, Martinez Pipeline Company LLC and PBFWR Logistics Holdings LLC are consolidated subsidiaries of the Company that are not guarantors of the 2025 Senior Secured Notes, 2025 Senior Notes and 2028 Senior Notes. The 2025 Senior Secured Notes, 2025 Senior Notes and 2028 Senior Notes were co-issued by PBF Finance. For purposes of the following information, PBF Finance is referred to as “Co-Issuer.” The Co-Issuer has no independent assets or operations.
The following tables present summarized information for the Issuer and the Guarantor Subsidiaries on a combined basis after elimination of (i) intercompany transactions and balances among the Issuer and the Guarantor Subsidiaries and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor.
| Summarized Balance Sheets (in millions) | December 31, 2021 | December 31, 2020 | |||||||||
| ASSETS | |||||||||||
Current Assets (1) | $ | 4,840.0 | $ | 3,559.0 | |||||||
| Non-Current Assets | 5,754.0 | 5,990.0 | |||||||||
| Due from non-guarantor subsidiaries | 16,211.0 | 13,813.0 | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
Current liabilities (1) | $ | 3,645.0 | $ | 2,350.0 | |||||||
| Long-term liabilities | 4,862.0 | 5,411.0 | |||||||||
| Due to non-guarantor subsidiaries | 16,100.0 | 13,770.0 | |||||||||
| (1) Includes $4.1 million and $61.7 million of accounts receivables and accounts payables, respectively, related to transactions with PBFX as of December 31, 2021. Includes $4.9 million and $53.2 million of accounts receivables and accounts payables, respectively, related to transactions with PBFX as of December 31, 2020. Refer to “Note 11 - Related Party Transactions” of the Notes to Consolidated Financial Statements for further disclosures. | |||||||||||
88
| Summarized Statements of Operations (in millions) | December 31, 2021 | December 31, 2020 | |||||||||||||||
| Revenues | $ | 26,836.9 | $ | 14,732.0 | |||||||||||||
| Cost of sales | 23,940.0 | 15,394.0 | |||||||||||||||
| Gross margin | 2,896.9 | (662.0) | |||||||||||||||
| Income (loss) from operations | 2,631.5 | (445.2) | |||||||||||||||
| Net income (loss) | 2,400.2 | (680.9) | |||||||||||||||
| Net income (loss) attributable to PBF Holding Company LLC | $ | 2,397.9 | $ | (680.6) | |||||||||||||
| Non-guarantor intercompany sales with the Issuer and Guarantor subsidiaries | $ | 2,237.8 | $ | 1,197.2 | |||||||||||||
| Non-guarantor intercompany cost of sales with the Issuer and Guarantor subsidiaries | 76.7 | 20.6 | |||||||||||||||
Affiliate revenues related to transactions with PBFX (1) | 16.0 | 16.3 | |||||||||||||||
Affiliate expenses related to transactions with PBFX (1) | 304.1 | 289.4 | |||||||||||||||
| (1) Refer to “Note 11 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for further information. | |||||||||||||||||
89
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks, including changes in commodity prices and interest rates. Our primary commodity price risk is associated with the difference between the prices we sell our refined products and the prices we pay for crude oil and other feedstocks. We may use derivative instruments to manage the risks from changes in the prices of crude oil and refined products, natural gas, interest rates, or to capture market opportunities.
Commodity Price Risk
Our earnings, cash flow and liquidity are significantly affected by a variety of factors beyond our control, including the supply of, and demand for, crude oil, other feedstocks, refined products and natural gas. The supply of and demand for these commodities depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, planned and unplanned downtime in refineries, pipelines and production facilities, production levels, the availability of imports, the marketing of competitive and alternative fuels, and the extent of government regulation. As a result, the prices of these commodities can be volatile. Our revenues fluctuate significantly with movements in industry refined product prices, our cost of sales fluctuates significantly with movements in crude oil and feedstock prices and our operating expenses fluctuate with movements in the price of natural gas. We manage our exposure to these commodity price risks through our supply and offtake agreements as well as through the use of various commodity derivative instruments.
We may use non-trading derivative instruments to manage exposure to commodity price risks associated with the purchase or sale of crude oil and feedstocks, finished products and natural gas outside of our supply and offtake agreements. The derivative instruments we use include physical commodity contracts and exchange-traded and over-the-counter financial instruments. We mark-to-market our commodity derivative instruments and recognize the changes in their fair value in our statements of operations.
The negative impact of the unprecedented global health and economic crisis sparked by the COVID-19 pandemic, combined with uncertainty around future output levels of the world’s largest oil producers increased unpredictability in oil supply and demand resulting in an economic challenge to our industry which has not occurred since our formation. This combination resulted in significant reduction in demand for our refined products and abnormal volatility in oil commodity prices. Demand for and market prices of most of our products started to recover following the lifting or easing of these restrictions by many governmental authorities and the distribution of the COVID-19 vaccines at the beginning of 2021.
At December 31, 2021 and December 31, 2020, we had gross open commodity derivative contracts representing 42.1 million barrels and 10.0 million barrels, respectively, with an unrealized net loss of $12.0 million and unrealized net loss of $3.0 million, respectively. The open commodity derivative contracts as of December 31, 2021 expire at various times during 2022 and 2023.
We carry inventories of crude oil, intermediates and refined products (“hydrocarbon inventories”) on our Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled approximately 30.2 million barrels and 28.2 million barrels at December 31, 2021 and December 31, 2020, respectively. The average cost of our hydrocarbon inventories was approximately $78.29 and $78.64 per barrel on a LIFO basis at December 31, 2021 and December 31, 2020, respectively. The December 31, 2020 results exclude the net impact of an LCM inventory adjustment of approximately $669.6 million, whereas at December 31, 2021, the replacement value of inventory exceeded the LIFO carrying value. If market prices of our inventory decline to a level below our average cost, we may be required to write down the carrying value of our hydrocarbon inventories to market.
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Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we annually consume a total of between 75 million and 95 million MMBTUs of natural gas amongst our six refineries as of December 31, 2021. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $75.0 million to $95.0 million.
Compliance Program Price Risk
We are exposed to market risks related to our obligations to buy and the volatility in the price of credits needed to comply with various governmental and regulatory compliance programs, which includes RINs, required to comply with the Renewable Fuel Standard. Our overall RINs obligation is based on a percentage of our domestic shipments of on-road fuels as established by EPA. To the degree we are unable to blend the required amount of biofuels to satisfy our RINs obligation, we must purchase RINs on the open market. To mitigate the impact of the market risk relating to our obligations on our results of operations and cash flows, we may elect to purchase RINs or other environmental credits as part of our liability management strategy.
In addition, we are exposed to risks associated with complying with federal and state legislative and regulatory measures to address greenhouse gas and other emissions. Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as well as implement and manage new emission controls and programs put in place. For example, in September 2016, the state of California enacted AB 32, which further reduces greenhouse gas emission targets to 40% below 1990 levels by 2030. Compliance with such emission standards may require the purchase of emission credits or similar instruments.
Certain of these compliance contracts or instruments qualify as derivative instruments. For certain of these contracts, we elect the normal purchase normal sale exception under ASC 815, Derivatives and Hedging, for such instruments,and therefore do not record these contracts at their fair value.
Interest Rate Risk
The maximum commitment under our Revolving Credit Facility is $3.4 billion. Borrowings under the Revolving Credit Facility bear interest either at the Alternative Base Rate plus the Applicable Margin or at Adjusted LIBOR plus the Applicable Margin, all as defined in the Revolving Credit Agreement. At December 31, 2021, we had $900.0 million outstanding in variable interest debt. If this facility was fully drawn, a 1.0% change in the interest rate would increase or decrease our interest expense by approximately $23.6 million annually.
We also have interest rate exposure in connection with our Third Inventory Intermediation Agreement under which we pay a time value of money charge based on LIBOR.
Credit Risk
We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties. We continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy.
Concentration Risk
For the years ended December 31, 2021 and December 31, 2020, only one customer, Shell, accounted for 10% or more of our revenues (approximately 15% and 13%, respectively). For the year ended December 31, 2019, no single customer accounted for 10% or more of our revenues.
As of December 31, 2021 and December 31, 2020, only one customer, Shell, accounted for 10% or more of our total trade accounts receivable (approximately 26% and 17%, respectively).
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is set forth beginning on page F-1 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We conducted evaluations under the supervision and with the participation of our management, including the principal executive and principal financial officers, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon these evaluations as required by Exchange Act Rule 13a-15(b), the principal executive and principal financial officers concluded that the disclosure controls and procedures are effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on such assessment, management concluded that as of December 31, 2021, the Company’s internal control over financial reporting is effective.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting as permitted by Item 308(b) of Regulation S-K for non-accelerated filers.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
Explanatory Note:
We are a limited liability company wholly-owned and controlled by PBF LLC. PBF Energy is the sole managing member of PBF LLC. Our directors and executive officers are the executive officers of PBF Energy. The compensation paid to these executive officers is for services provided to both entities (i.e., they are not separately compensated for their services as an officer or director of PBF Holding). PBF Holding does not file a proxy statement. If the information were required it would be identical (other than as expressly set forth below) to the information contained in Items 10, 11, 12, 13 and 14 of the Annual Report on Form 10-K of PBF Energy that will appear in the Proxy Statement of PBF Energy furnished to its stockholders in connection with its 2022 Annual Meeting. Such information is incorporated by reference in this Annual Report on Form 10-K.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information About Our Directors and Executive Officers
The following is a list of our directors and executive officers as of March 2, 2022:
| Name | Age (as of December 31, 2021) | Position | ||||||||||||
| Thomas J. Nimbley | 70 | Chief Executive Officer | ||||||||||||
| Matthew C. Lucey | 48 | President | ||||||||||||
| C. Erik Young | 44 | Senior Vice President, Chief Financial Officer | ||||||||||||
| Paul Davis | 59 | President, Western Region | ||||||||||||
| Thomas O’Connor | 49 | Senior Vice President, Commercial | ||||||||||||
| Trecia Canty | 52 | Senior Vice President, General Counsel & Corporate Secretary | ||||||||||||
| Steven Steach | 65 | Senior Vice President, Refining | ||||||||||||
Messrs. Nimbley and Lucey and Ms. Canty serve as the sole directors of PBF Holding and PBF Finance. We believe that each of their experience as executive officers of PBF Holding make them qualified to serve as its directors.
Thomas J. Nimbley has served as our and PBF Energy’s Chief Executive Officer since June 2010 and was Executive Vice President, Chief Operating Officer from March 2010 through June 2010. In his capacity as our Chief Executive Officer, Mr. Nimbley also serves as a director and the Chief Executive Officer of certain of our subsidiaries and our affiliates, including Chairman of the Board of PBF GP. Prior to joining us, Mr. Nimbley served as a Principal for Nimbley Consultants LLC from June 2005 to March 2010, where he provided consulting services and assisted on the acquisition of two refineries. He previously served as Senior Vice President and head of Refining for Phillips Petroleum Company (“Phillips”) and subsequently Senior Vice President and head of Refining for ConocoPhillips (“ConocoPhillips”) domestic refining system (13 locations) following the merger of Phillips and Conoco Inc. Before joining Phillips at the time of its acquisition of Tosco Corporation (“Tosco”) in September 2001, Mr. Nimbley served in various positions with Tosco and its subsidiaries starting in April 1993.
Matthew C. Lucey has served as our and PBF Energy’s President since January 2015 and was our Executive Vice President from April 2014 to December 2014. Mr. Lucey served as our Senior Vice President, Chief Financial Officer from April 2010 to March 2014. Mr. Lucey joined us as Vice President, Finance in April 2008. Mr. Lucey is also a director of certain of PBF Energy’s subsidiaries, including PBF GP. Prior thereto, Mr. Lucey served as a Managing Director of M.E. Zukerman & Co., a New York-based private equity firm specializing in several sectors of the broader energy industry, from 2001 to 2008. Before joining M.E. Zukerman & Co., Mr. Lucey spent six years in the banking industry.
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C. Erik Young has served as our and PBF Energy’s Senior Vice President and Chief Financial Officer since April 2014 after joining us in December 2010 as Director, Strategic Planning where he was responsible for both corporate development and capital markets initiatives. Mr. Young is also a director of certain of PBF Energy’s subsidiaries, including PBF GP. Prior to joining the Company, Mr. Young spent eleven years in corporate finance, strategic planning and mergers and acquisitions roles across a variety of industries. He began his career in investment banking before joining J.F. Lehman & Company, a private equity investment firm, in 2001.
Paul Davis has served as our and PBF Energy’s President, PBF Western Region since September 2017. Mr. Davis joined us in April of 2012 and held various executive roles in our commercial operations, including Co-Head of Commercial, prior to serving as Senior Vice President, Western Region Commercial Operations from September 2015 to September 2017. Previously, Mr. Davis was responsible for managing the U.S. clean products commercial operations for Hess Energy Trading Company from 2006 to 2012. Prior to that, Mr. Davis was responsible for Premcor’s U.S. Midwest clean products disposition group. Mr. Davis has over 29 years of experience in commercial operations in crude oil and refined products, including 16 years with the ExxonMobil in various operational and commercial positions, including sourcing refinery feedstocks and crude oil and the disposition of refined products, as well as optimization roles within refineries.
Thomas O’Connor has served as our and PBF Energy Senior Vice President, Commercial since September 2015. Mr. O’Connor joined us and PBF Energy as Senior Vice President in September 2014 with responsibility for business development and growing the business of PBFX, and from January to September 2015, served as Co-Head of commercial activities. Prior to joining us, Mr. O’Connor worked at Morgan Stanley since 2000 in various positions, most recently as a Managing Director and Global Head of Crude Oil Trading and Global Co-Head of Oil Flow Trading. Prior to joining Morgan Stanley, Mr. O’Connor worked for Tosco from 1995 to 2000 in the Atlantic Basin Fuel Oil and Feedstocks group.
Trecia Canty has served as our Senior Vice President, General Counsel and Corporate Secretary since September 2015. In her role, Ms. Canty is responsible for the legal department and outside counsel, which provide a broad range of support for the Company’s business activities, including corporate governance, compliance, litigations and mergers and acquisitions. Previously, Ms. Canty was named Vice President, Senior Deputy General Counsel and Assistant Secretary in October 2014 and led our commercial and finance legal operations since joining us in November 2012. Ms. Canty is also a director of certain of PBF Energy’s subsidiaries. Prior to joining us, Ms. Canty served as Associate General Counsel, Corporate and Assistant Secretary of Southwestern Energy Company, where her responsibilities included finance and mergers and acquisitions, securities and corporate compliance and corporate governance. She also provided legal support to the midstream marketing and logistics businesses. Prior to joining Southwestern Energy Company in 2004, she was an associate with Cleary, Gottlieb, Steen & Hamilton.
Steven Steach has served as our Senior Vice President, Refining since February 1, 2022 and has responsibility for our refining operations. He originally joined us in November 2015 in advance of the acquisition of the Torrance refinery and served as the Vice President and Refinery Manager of the Torrance refinery from its acquisition on July 1, 2016 until January 31, 2022. Before joining PBF, Mr. Steach was Refinery Manager for ConocoPhillips in Billings, MT, for four years. Prior to Billings, Mr. Steach was Operations Manager for ConocoPhillips at their Los Angeles Refinery for a total of nine years, including Site Manager at the Carson plant.
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Corporate Governance Matters
PBF Energy, our indirect parent, has adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is available at www.pbfenergy.com under the heading “Investors”. Any amendments to the Code of Business Conduct and Ethics or any grant of a waiver from the provisions of the Code of Business Conduct and Ethics requiring disclosure under applicable Securities and Exchange Commission rules will be disclosed on such website.
Additional information required by this Item will be contained in PBF Energy’s 2022 Proxy Statement, incorporated herein by reference.
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ITEM 11. EXECUTIVE COMPENSATION
Compensation of Directors of PBF Holding Company LLC
Directors of PBF Holding receive no separate compensation for service on the board of directors or committees thereof.
Additional information required under this Item will be contained in PBF Energy’s 2022 Proxy Statement, incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of December 31, 2021, 100% of the membership interests of PBF Holding were owned by PBF LLC, and PBF Finance had 100 shares of common stock outstanding, all of which were held by PBF Holding. Refer to “Note 14 - Equity Structure” of our Notes to Consolidated Financial Statements.
The stockholders of PBF Energy may be deemed to beneficially own an interest in our membership interests by virtue of their beneficial ownership of shares of Class A common stock of PBF Energy. PBF Energy reports separately on the beneficial ownership of its officers, directors and significant stockholders. For additional information, we refer you to PBF Energy’s 2022 Proxy Statement, which is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Refer to “Note 11 - Related Party Transactions” of our Notes to Consolidated Financial Statements.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Deloitte & Touche LLP (PCAOB ID No. 34) (“Deloitte”) is our independent registered public accounting firm. Our audit fees are determined as part of the overall audit fees for PBF Energy and are approved by the audit committee of the board of directors of PBF Energy. PBF Energy reports separately on the fees and services of its principal accountants. For additional information, we refer you to PBF Energy’s 2022 Proxy Statement, which is incorporated herein by reference.
The following table presents fees incurred for the years ended December 31, 2021 and 2020 for professional services performed by Deloitte.
| (in thousands) | 2021 | 2020 | |||||||||
Audit Fees (1) | $ | 3,918.1 | $ | 4,660.0 | |||||||
Audit-related Fees (2) | 40.0 | 576.0 | |||||||||
Tax Fees (3) | 57.8 | 57.8 | |||||||||
| Total Fees | $ | 4,015.9 | $ | 5,293.8 | |||||||
| (1) Represents the aggregate fees for professional services rendered by Deloitte in connection with its audits of PBF Holding and its indirect parent, PBF Energy’s consolidated financial statements, including the audits of internal control over financial reporting of PBF Energy and related accounting consultation services provided to support the performance of such audits. Fees, and related expenses, are for services performed in connection with the audit of our fiscal years ended December 31, 2021 and 2020 financial statements regardless of when incurred. | |||||||||||
| (2) Represents fees for professional services rendered in connection with various filings for PBF Holding and its indirect parent, PBF Energy, including (i) services rendered in connection with the filing of registration statements with the SEC and (ii) attestation services performed in connection with certain regulatory filings. | |||||||||||
| (3) Represents fees associated with tax services rendered for income tax planning and sales, use and excise tax matters. | |||||||||||
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. Financial Statements. The consolidated financial statements of PBF Holding Company LLC and subsidiaries, required by Part II, Item 8, are included in Part IV of this report. See Index to Consolidated Financial Statements beginning on page F-1.
2. Financial Statement Schedules and Other Financial Information. No financial statement schedules are submitted because either they are not applicable or because the required information is included in the consolidated financial statements or notes thereto.
3. Exhibits. Filed as part of this Annual Report on Form 10-K are the following exhibits:
| Number | Description | |||||||
| Sale and Purchase Agreement dated June 11, 2019 by and between PBF Holding Company LLC and Equilon Enterprises LLC d/b/a Shell Oil Products US (incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated June 11, 2019 (File No. 001-35764)). | ||||||||
| Amendment No. 1 dated February 1, 2020 to Sale and Purchase Agreement dated June 11, 2019 by and between PBF Holding Company LLC and Equilon Enterprises LLC d/b/a Shell Oil Products US (incorporated by reference to Exhibit 2.2 filed with PBF Energy Inc.'s Current Report on Form 8-K dated February 6, 2020 (File No. 001-35764)). | ||||||||
| Certificate of Formation of PBF Holding Company LLC (Incorporated by reference to Exhibit 3.1 filed with PBF Holding Company LLC’s Registration Statement on Form S-4 dated January 14, 2013 (Registration No. 333-186007)). | ||||||||
| Limited Liability Company Agreement of PBF Holding Company LLC (Incorporated by reference to Exhibit 3.2 filed with PBF Holding Company LLC’s Registration Statement on Form S-4 (Registration No. 333-186007)). | ||||||||
| Certificate of Incorporation of PBF Finance Corporation (Incorporated by reference to Exhibit 3.3 filed with PBF Holding Company LLC’s Registration Statement on Form S-4 (Registration No. 333-186007)). | ||||||||
| Bylaws of PBF Finance Corporation (Incorporated by reference to Exhibit 3.4 filed with PBF Holding Company LLC’s Registration Statement on Form S-4 (Registration No. 333-186007)). | ||||||||
| Indenture dated as of May 30, 2017, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent and form of 7.25% Senior Note (included as Exhibit A) (incorporated by reference to Exhibit 4.1 of PBF Energy Inc’s Current Report on Form 8-K (File No. 001-35764) filed on May 30, 2017). | ||||||||
| Indenture dated as of January 24, 2020, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent and form of 6.00% Senior Notes due 2028 (included as Exhibit A) (incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated January 24, 2020 (File No. 001-35764)). | ||||||||
| First Supplemental Indenture dated February 3, 2020, among PBF Holding Company LLC, PBF Finance Corporation, Martinez Refining Company LLC, Martinez Terminal Company LLC, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, transfer agent, registrar and authenticating agent (6.00% Senior Notes due 2028) (incorporated by reference to Exhibit 4.3 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
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| First Supplemental Indenture dated February 3, 2020, among PBF Holding Company LLC, PBF Finance Corporation, Martinez Refining Company LLC, Martinez Terminal Company LLC, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, transfer agent, registrar and authenticating agent (7.25% Senior Notes due 2025) (incorporated by reference to Exhibit 4.4 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
| Indenture dated as of May 13, 2020, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent and form of 9.25% Senior Secured Notes due 2025 (included as exhibit A) (incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 13, 2020 (File No. 001-35764)). | ||||||||
| Supplemental Indenture dated December 21, 2020, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent (9.25% Senior Secured Notes due 2025) (incorporated by reference to Exhibit 4.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 22, 2020 (File No. 001-35764)). | ||||||||
| PBF Energy Inc. Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to DEF 14A filed with PBF Energy Inc.’s Proxy Statement dated March 22, 2016 (File No. 001-35764)). | ||||||||
| PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan (incorporated by reference to Appendix A to PBF Energy Inc.’s Definitive Proxy Statement on Schedule 14A filed on April 13, 2018 (File No. 001-35764)). | ||||||||
| Form of PBF Energy Non-Qualified Stock Option Agreement (prior to 2020) under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated November 2, 2018 (File No. 001-35764)). | ||||||||
| Form of PBF Energy Non-Qualified Stock Option Agreement (2020 and thereafter) under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated November 13, 2020 (File No. 001-35764)). | ||||||||
| Form of PBF Energy Performance Share Unit Award Agreement (2021-2023) under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s Current Report on Form 8-K dated November 13, 2020 (File No. 001-35764)). | ||||||||
| Form of PBF Energy Performance Unit Award Agreement (2021-2023) under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated November 13, 2020 (File No. 001-35764)). | ||||||||
| Form of Non-Qualified Stock Option Agreement under the PBF Energy Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 filed with PBF Energy Inc.’s Amendment No. 6 to Registration Statement on Form S-1 (Registration No. 333-177933)). | ||||||||
| Form of Amended and Restated Restricted Stock Agreement for non-employee Directors under the PBF Energy Inc. 2017 Equity Incentive Plan. (incorporated by reference to Exhibit 10.3 of PBF Energy Inc.’s Annual Report on Form 10-K (File No. 001-35764) filed on February 23, 2018). | ||||||||
| Form of Amended and Restated Restricted Stock Agreement for employees under PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 of PBF Energy Inc.’s Annual Report on Form 10-K (File No. 001-35764) filed on February 23, 2018). | ||||||||
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| Transportation Services Agreement dated as of August 31, 2016 among PBF Holding Company LLC and Torrance Valley Pipeline Company LLC (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Pipeline Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Pipeline Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.5 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Dedicated Storage Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.6 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Throughput Storage Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.7 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||||||||
| Senior Secured Revolving Credit Agreement dated as of May 2, 2018 (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 7, 2018 (File No. 001-35764)). | ||||||||
| Second Amendment dated as of May 7, 2020 to Senior Secured Revolving Credit Agreement dated as of May 2, 2018, as amended (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 7, 2020 (File No. 001-35764)). | ||||||||
| Amendment dated as of February 18, 2020 to Senior Secured Revolving Credit Agreement dated as of May 2, 2018 (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
| Sixth Amended and Restated Operation and Management Services and Secondment Agreement dated as of July 31, 2018, among PBF Holding Company LLC, Delaware City Refining Company LLC, Toledo Refining Company LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC, Chalmette Refining L.L.C., Paulsboro Refining Company LLC, PBF Logistics GP LLC, PBF Logistics LP, DCR Storage and Loading LLC, Delaware City Terminaling Company LLC, Toledo Terminaling Company LLC, Delaware Pipeline Company LLC, Delaware City Logistics Company LLC, Paulsboro Terminaling Company LLC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Rail Logistics Company LLC, Chalmette Logistics Company LLC and PBFX Operating Company LLC (incorporated by reference to Exhibit 10.3 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated October 31, 2018 (File No. 001-36446)). | ||||||||
| Fifth Amended and Restated Omnibus Agreement dated as of July 31, 2018, among PBF Holding Company LLC, PBF Energy Company LLC, PBF Logistics GP LLC and PBF Logistics LP (incorporated by reference to Exhibit 10.2 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated October 31, 2018 (File No. 001-36446)). | ||||||||
| Amended and Restated Delaware City Rail Terminaling Services Agreement (incorporated by reference to Exhibit 10.1 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated May 3, 2018 (File No. 001-36446)). | ||||||||
| Amended and Restated Delaware City West Ladder Rack Terminaling Services Agreement (incorporated by reference to Exhibit 10.2 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated May 3, 2018 (File No. 001-36446)). | ||||||||
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| Delaware Pipeline Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware Pipeline Company LLC (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764)). | ||||||||
| Delaware City Truck Loading Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware City Logistics Company LLC (incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764)). | ||||||||
| Third Amended and Restated Inventory Intermediation Agreement dated as of October 25, 2021, among J. Aron & Company, LLC, PBF Holding Company LLC, Delaware City Refining Company LLC, Paulsboro Refining Company LLC and Chalmette Refining, L.L.C. (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated October 28, 2021 (File No. 001-35764)). | ||||||||
| Amendment to Amended and Restated Delaware City Rail Terminaling Service Agreement dated February 13, 2019 among PBF Holding Company LLC, Delaware City Terminaling Company LLC and CPI Operations LLC (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s Current Report on Form 8-K dated February 14, 2019 (File No. 001-35764)). | ||||||||
| Terminaling Service Agreement dated February 13, 2019 among PBF Holding Company LLC, Delaware City Terminaling Company LLC and CPI Operations LLC (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated February 14, 2019 (File No. 001-35764)). | ||||||||
| Amended and Restated Toledo Truck Unloading & Terminaling Agreement effective as of June 1, 2014 (incorporated by reference to Exhibit 10.10 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated August 7, 2014 (File No. 001-35764)). | ||||||||
| Assignment and Amendment of Amended and Restated Toledo Truck Unloading & Terminaling Agreement dated as of December 12, 2014 by and between PBF Holding Company LLC, PBF Logistics LP and Toledo Terminaling Company LLC (incorporated by reference to Exhibit 10.4 filed with PBF Logistics LP’s Current Report on Form 8-K dated December 16, 2014 (File No. 001-36446)). | ||||||||
| Lease Agreement dated as of February 15, 2017 by and between PBFX Operating Company LLC and Chalmette Refining, L.L.C. (incorporated by reference to Exhibit 10.3 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on February 22, 2017). | ||||||||
| Storage Services Agreement dated as of February 15, 2017 by and between PBFX Operating Company LLC and PBF Holding Company LLC (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on February 22, 2017). | ||||||||
| Firm Transportation Service Agreement dated as of August 3, 2017, by and between Paulsboro Natural Gas Pipeline Company LLC and Paulsboro Refining Company LLC (incorporated by reference to Exhibit 10.1 with PBF Logistics LP’s Quarterly Report on Form 10-Q dated November 2, 2017 (File No. 001-36446). | ||||||||
| Storage and Terminaling Services Agreement dated as of December 12, 2014 among PBF Holding Company LLC and Toledo Terminaling Company LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 16, 2014 (File No. 001-36446)). | ||||||||
| Joinder Agreement to the ABL Security Agreement dated as of February 1, 2020, among Martinez Refining Company LLC, Martinez Terminal Company LLC and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
100
| Joinder Agreement to the Credit Agreement dated as of February 1, 2020, among PBF Holding Company LLC, the Guarantors named on the signature pages thereto including Martinez Refining Company LLC, Martinez Terminal Company LLC and Bank of America, N.A., as Administrative Agent to Senior Secured Revolving Credit Agreement dated as of May 2, 2018 (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764). | ||||||||
| Employment Agreement dated as of September 4, 2014 between PBF Investments LLC and Thomas O’Connor (incorporated by reference to Exhibit 10.9 filed with PBF Energy Inc.’s Annual Report on Form 10-K dated February 29, 2016 (File No. 001-35764)). | ||||||||
| Employment Agreement dated as of April 1, 2014 between PBF Investments LLC and Timothy Paul Davis (incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 7, 2014 (File No. 001-35764)). | ||||||||
| Employment Agreement dated as of April 1, 2014 between PBF Investments LLC and Erik Young (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 7, 2014 (File No. 001-35764)). | ||||||||
| Amended and Restated Employment Agreement dated as of December 17, 2012, between PBF Investments LLC and Thomas J. Nimbley (incorporated by reference to Exhibit 10.8 filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 18, 2012 (File No. 001-35764)). | ||||||||
| Second Amended and Restated Employment Agreement, dated as of December 17, 2012, between PBF Investments LLC and Matthew C. Lucey (incorporated by reference to Exhibit 10.9 filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 18, 2012 (File No. 001-35764)). | ||||||||
| Subsidiaries of PBF Holding Company LLC. | ||||||||
| List of Guarantor Subsidiaries. | ||||||||
| Power of Attorney (included on signature page). | ||||||||
| Certification by Chief Executive Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification by Chief Financial Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification by Chief Executive Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification by Chief Financial Officer of PBF Holding Company LLC 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. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101). | |||||||
——————————
101
| * | Filed herewith. | ||||
| ** | Indicates management compensatory plan or arrangement. | ||||
| † | Portions of the exhibits have been omitted because (i) the registrant customarily and actually treats that information as private or confidential and (ii) the omitted information is not material. | ||||
| (1) | This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act. | ||||
102
PBF HOLDING COMPANY LLC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F- 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To PBF Energy Inc., the Managing Member of PBF Holding Company LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of PBF Holding Company LLC and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.
Critical Accounting Policy and Estimate – Impairment Assessment of Long-Lived Assets and Definite-Lived Intangibles – refer to Note 2 to the Consolidated Financial Statements
Critical Audit Matter Description
The Company evaluates long-lived assets for impairment on a continual basis and reassesses the reasonableness of their related useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events may include, among other things, significant adverse changes in the business climate, market
F- 2
conditions, environmental regulations or a determination that it is more likely than not that an asset or an asset group will be sold or retired before its estimated useful life. During 2021, business conditions related to demand for the company’s products and reduced throughput levels as well as increasing environmental regulation were assessed as possible triggering events. These possible triggering events of impairment may impact the Company’s assumptions related to future throughput levels, future operating revenues, expenses and gross margin, levels of anticipated capital expenditures and remaining useful life. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use, early retirement or disposition. When events or changes in circumstances exist, the Company evaluates its long-lived assets for impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted cash flows expected to result for the use of the assets over their remaining useful life. If the carrying amount of an asset exceeds the undiscounted cash flows, an analysis is performed to determine the fair value of the asset. The Company makes significant assumptions to evaluate long-lived assets for possible indications of impairment. Changes in these assumptions could have a significant impact on the long- lived assets. For the year ended December 31, 2021, no impairment loss related to long-lived assets has been recognized.
We identified the determination of possible triggering events for long lived assets as a critical audit matter because of the significant assumptions management makes when determining whether events or changes in circumstances have occurred indicating that the carrying amounts of long-lived assets may not be recoverable.This required a high degree of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to impairment indicators for long-lived assets included the following, among others:
•We tested the effectiveness of controls over the identification of possible circumstances that may indicate that the carrying amounts of long-lived assets are no longer recoverable, including controls over management’s useful life, throughput levels, gross margin, operating expenses and future levels of capital expenditures assumptions
•We compared management’s evaluation of potential impairment indicators to our independent expectation by:
◦We performed searches for adverse general market and asset-specific environmental conditions
◦We inquired of Management about the impact of macro-economic impacts of the pandemic, the pace of decarbonization and the energy transition, and new environmental regulations on the Company’s forecasting of future cash flows, refining margins, future levels of capital expenditure and estimated useful lives.
◦We inspected minutes of the board of directors, the Company’s public statements, operating plans, and market reports to identify any evidence that may contradict management’s assumptions
◦We read relevant rules and regulations issued by federal, state and local regulatory bodies, including staff reports, resolutions, other third-party filings, and other publicly available information to assess future levels of sustained capital expenditure and impact to future refinery throughput.
•With the assistance of Environmental Specialists, we performed a public domain search to assess the impact of environmental regulatory laws on the company’s operations
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
March 2, 2022
We have served as the Company's auditor since 2011.
F- 3
PBF HOLDING COMPANY LLC
CONSOLIDATED BALANCE SHEETS
(in millions)
| December 31, 2021 | December 31, 2020 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,305.7 | $ | 1,570.1 | |||||||
| Accounts receivable | 1,272.0 | 501.5 | |||||||||
| Accounts receivable - affiliate | 4.1 | 4.9 | |||||||||
| Inventories | 2,505.1 | 1,686.2 | |||||||||
| Prepaid and other current assets | 71.7 | 56.4 | |||||||||
| Total current assets | 5,158.6 | 3,819.1 | |||||||||
| Property, plant and equipment, net | 4,114.8 | 4,023.1 | |||||||||
| Lease right of use assets - third party | 717.0 | 916.7 | |||||||||
| Lease right of use assets - affiliate | 485.4 | 571.0 | |||||||||
| Deferred charges and other assets, net | 813.8 | 862.7 | |||||||||
| Total assets | $ | 11,289.6 | $ | 10,192.6 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 906.3 | $ | 402.3 | |||||||
| Accounts payable - affiliate | 61.7 | 53.2 | |||||||||
| Accrued expenses | 2,728.3 | 1,881.8 | |||||||||
| Deferred revenue | 40.3 | 45.1 | |||||||||
| Current operating lease liabilities - third party | 64.8 | 78.3 | |||||||||
| Current operating lease liabilities - affiliate | 90.7 | 85.6 | |||||||||
| Current debt | — | 7.4 | |||||||||
| Total current liabilities | 3,892.1 | 2,553.7 | |||||||||
| Long-term debt | 3,673.3 | 3,932.8 | |||||||||
| Deferred tax liabilities | 24.2 | 38.7 | |||||||||
| Long-term operating lease liabilities - third party | 570.3 | 755.9 | |||||||||
| Long-term operating lease liabilities - affiliate | 394.7 | 485.4 | |||||||||
| Long-term financing lease liabilities - third party | 70.6 | 68.3 | |||||||||
| Other long-term liabilities | 251.0 | 267.0 | |||||||||
| Total liabilities | 8,876.2 | 8,101.8 | |||||||||
| Commitments and contingencies (Note 12) | 0 | 0 | |||||||||
| Equity: | |||||||||||
| PBF Holding Company LLC equity | |||||||||||
| Member’s equity | 2,870.2 | 2,809.7 | |||||||||
| Retained earnings (accumulated deficit) | (489.3) | (723.4) | |||||||||
| Accumulated other comprehensive income (loss) | 20.3 | (6.1) | |||||||||
| Total PBF Holding Company LLC equity | 2,401.2 | 2,080.2 | |||||||||
| Noncontrolling interest | 12.2 | 10.6 | |||||||||
| Total equity | 2,413.4 | 2,090.8 | |||||||||
| Total liabilities and equity | $ | 11,289.6 | $ | 10,192.6 | |||||||
See notes to consolidated financial statements.
F- 4
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions)
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||||||||||||||
| Revenues | $ | 27,202.0 | $ | 15,045.0 | $ | 24,468.9 | |||||||||||||||||||||||
| Cost and expenses: | |||||||||||||||||||||||||||||
| Cost of products and other | 24,114.3 | 14,548.2 | 21,667.7 | ||||||||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization expense as reflected below) | 1,999.1 | 1,835.2 | 1,684.3 | ||||||||||||||||||||||||||
| Depreciation and amortization expense | 415.7 | 498.0 | 386.7 | ||||||||||||||||||||||||||
| Cost of sales | 26,529.1 | 16,881.4 | 23,738.7 | ||||||||||||||||||||||||||
| General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 226.4 | 229.0 | 258.7 | ||||||||||||||||||||||||||
| Depreciation and amortization expense | 13.3 | 11.3 | 10.8 | ||||||||||||||||||||||||||
| Change in fair value of contingent consideration | 29.4 | (79.3) | — | ||||||||||||||||||||||||||
| Impairment expense | — | 91.8 | — | ||||||||||||||||||||||||||
| Equity income in investee | — | — | (7.9) | ||||||||||||||||||||||||||
| Gain on sale of assets | (0.2) | (477.8) | (29.9) | ||||||||||||||||||||||||||
| Total cost and expenses | 26,798.0 | 16,656.4 | 23,970.4 | ||||||||||||||||||||||||||
| Income (loss) from operations | 404.0 | (1,611.4) | 498.5 | ||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||
| Interest expense, net | (275.1) | (210.3) | (108.7) | ||||||||||||||||||||||||||
| Change in fair value of catalyst obligations | 8.5 | (11.8) | (9.7) | ||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | 79.9 | (22.2) | — | ||||||||||||||||||||||||||
| Other non-service components of net periodic benefit cost | 7.8 | 4.3 | (0.2) | ||||||||||||||||||||||||||
| Income (loss) before income taxes | 225.1 | (1,851.4) | 379.9 | ||||||||||||||||||||||||||
| Income tax (benefit) expense | (14.0) | 6.1 | (8.3) | ||||||||||||||||||||||||||
| Net income (loss) | 239.1 | (1,857.5) | 388.2 | ||||||||||||||||||||||||||
| Less: net income (loss) attributable to noncontrolling interests | 2.3 | (0.3) | — | ||||||||||||||||||||||||||
| Net income (loss) attributable to PBF Holding Company LLC | $ | 236.8 | $ | (1,857.2) | $ | 388.2 | |||||||||||||||||||||||
See notes to consolidated financial statements.
F- 5
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||||||||||||||
| Net income (loss) | $ | 239.1 | $ | (1,857.5) | $ | 388.2 | |||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||
| Unrealized (loss) gain on available for sale securities | (0.7) | (0.1) | 0.4 | ||||||||||||||||||||||||||
| Net gain on pension and other post-retirement benefits | 27.1 | 3.7 | 13.8 | ||||||||||||||||||||||||||
| Total other comprehensive income | 26.4 | 3.6 | 14.2 | ||||||||||||||||||||||||||
| Comprehensive income (loss) | 265.5 | (1,853.9) | 402.4 | ||||||||||||||||||||||||||
| Less: comprehensive income (loss) attributable to noncontrolling interests | 2.3 | (0.3) | — | ||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to PBF Holding Company LLC | $ | 263.2 | $ | (1,853.6) | $ | 402.4 | |||||||||||||||||||||||
See notes to consolidated financial statements.
F- 6
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions)
| Member's Equity | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Noncontrolling Interest | Total Equity | ||||||||||||||||||||||||||||
| Balance, January 1, 2019 | $ | 2,652.5 | $ | (23.9) | $ | 890.3 | $ | 10.9 | $ | 3,529.8 | ||||||||||||||||||||||
| Member distributions | — | — | (121.6) | — | (121.6) | |||||||||||||||||||||||||||
| Capital contributions from PBF LLC | 228.5 | — | — | — | 228.5 | |||||||||||||||||||||||||||
| Distribution of assets to PBF LLC | (0.3) | — | — | — | (0.3) | |||||||||||||||||||||||||||
| Distribution of TVPC investment | (168.8) | — | — | — | (168.8) | |||||||||||||||||||||||||||
| Stock based compensation | 27.2 | — | — | — | 27.2 | |||||||||||||||||||||||||||
| Comprehensive income | — | 14.2 | 388.2 | — | 402.4 | |||||||||||||||||||||||||||
| Balance, December 31, 2019 | 2,739.1 | (9.7) | 1,156.9 | 10.9 | 3,897.2 | |||||||||||||||||||||||||||
| Member distributions | — | — | (23.1) | — | (23.1) | |||||||||||||||||||||||||||
| Capital contributions from PBF LLC | 42.4 | — | — | — | 42.4 | |||||||||||||||||||||||||||
| Stock based compensation | 28.2 | — | — | — | 28.2 | |||||||||||||||||||||||||||
| Comprehensive income (loss) | — | 3.6 | (1,857.2) | (0.3) | (1,853.9) | |||||||||||||||||||||||||||
| Balance, December 31, 2020 | 2,809.7 | (6.1) | (723.4) | 10.6 | 2,090.8 | |||||||||||||||||||||||||||
| Member distributions | — | — | (2.7) | — | (2.7) | |||||||||||||||||||||||||||
| Capital contributions from PBF LLC | 37.0 | — | — | — | 37.0 | |||||||||||||||||||||||||||
| Distribution of assets to PBF LLC | (0.4) | — | — | — | (0.4) | |||||||||||||||||||||||||||
| Stock based compensation | 23.9 | — | — | — | 23.9 | |||||||||||||||||||||||||||
| Comprehensive income | — | 26.4 | 236.8 | 2.3 | 265.5 | |||||||||||||||||||||||||||
| Other | — | — | — | (0.7) | (0.7) | |||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | 2,870.2 | $ | 20.3 | $ | (489.3) | $ | 12.2 | $ | 2,413.4 | ||||||||||||||||||||||
See notes to consolidated financial statements.
F- 7
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income (loss) | $ | 239.1 | $ | (1,857.5) | $ | 388.2 | |||||||||||
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | 444.3 | 523.8 | 404.4 | ||||||||||||||
| Impairment expense | — | 91.8 | — | ||||||||||||||
| Stock-based compensation | 30.3 | 29.3 | 30.5 | ||||||||||||||
| Change in fair value of catalyst obligations | (8.5) | 11.8 | 9.7 | ||||||||||||||
| Deferred income taxes | (14.5) | 7.3 | (8.8) | ||||||||||||||
| Non-cash change in inventory repurchase obligations | (8.4) | (12.6) | 25.4 | ||||||||||||||
| Non-cash lower of cost or market inventory adjustment | (669.6) | 268.0 | (250.2) | ||||||||||||||
| Change in fair value of contingent consideration | 29.4 | (79.3) | — | ||||||||||||||
| (Gain) loss on extinguishment of debt | (79.9) | 22.2 | — | ||||||||||||||
| Pension and other post-retirement benefit costs | 50.8 | 55.7 | 44.8 | ||||||||||||||
| Income from equity method investee | — | — | (7.9) | ||||||||||||||
| Distributions from equity method investee | — | — | 7.9 | ||||||||||||||
| Gain on sale of assets | (0.2) | (477.8) | (29.9) | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Accounts receivable | (770.5) | 325.1 | (115.9) | ||||||||||||||
| Due to/from affiliates | 9.3 | 6.7 | 12.6 | ||||||||||||||
| Inventories | (149.3) | 392.2 | (8.0) | ||||||||||||||
| Prepaid and other current assets | (15.3) | (3.0) | 4.4 | ||||||||||||||
| Accounts payable | 480.1 | (200.6) | 132.0 | ||||||||||||||
| Accrued expenses | 806.9 | 111.5 | 209.5 | ||||||||||||||
| Deferred revenue | (4.8) | 28.2 | (0.2) | ||||||||||||||
| Other assets and liabilities | (76.9) | (62.8) | (58.9) | ||||||||||||||
| Net cash provided by (used in) operating activities | $ | 292.3 | $ | (820.0) | $ | 789.6 | |||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Expenditures for property, plant and equipment | (240.5) | (183.9) | (373.1) | ||||||||||||||
| Expenditures for deferred turnaround costs | (117.7) | (188.1) | (299.3) | ||||||||||||||
| Expenditures for other assets | (28.9) | (9.1) | (44.7) | ||||||||||||||
| Acquisition of Martinez refinery | — | (1,176.2) | — | ||||||||||||||
| Proceeds from sale of assets | — | 543.1 | 36.3 | ||||||||||||||
| Equity method investment - return of capital | — | — | 0.6 | ||||||||||||||
| Net cash used in investing activities | $ | (387.1) | $ | (1,014.2) | $ | (680.2) | |||||||||||
See notes to consolidated financial statements.
F- 8
PBF HOLDING COMPANY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(in millions)
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Contributions from PBF LLC | $ | 37.0 | $ | 42.4 | $ | 228.5 | |||||||||||
| Distribution to T&M and Collins shareholders | (0.7) | — | — | ||||||||||||||
| Distributions to members | (2.7) | (23.1) | (121.6) | ||||||||||||||
| Proceeds from 2025 9.25% Senior Secured Notes | — | 1,250.6 | — | ||||||||||||||
| Proceeds from 2028 6.00% Senior Notes | — | 1,000.0 | — | ||||||||||||||
| Repurchase of 2028 6.00% Senior Notes | (109.3) | — | — | ||||||||||||||
| Repurchase of 2025 7.25% Senior Notes | (37.5) | — | — | ||||||||||||||
| Redemption of 2023 7.00% Senior Notes | — | (517.5) | — | ||||||||||||||
| Proceeds from revolver borrowings | — | 1,450.0 | 1,350.0 | ||||||||||||||
| Repayments of revolver borrowings | — | (550.0) | (1,350.0) | ||||||||||||||
| Repayments of PBF Rail Term Loan | (7.4) | (7.2) | (7.0) | ||||||||||||||
| Settlements of precious metal catalyst obligations | (31.7) | (8.8) | (6.5) | ||||||||||||||
| Proceeds from catalyst financing arrangements | — | 51.9 | — | ||||||||||||||
| Payments on financing leases | (17.8) | (12.4) | — | ||||||||||||||
| Deferred financing costs and other | 0.5 | (34.7) | (1.4) | ||||||||||||||
| Net cash (used in) provided by financing activities | $ | (169.6) | $ | 2,641.2 | $ | 92.0 | |||||||||||
| Net change in cash and cash equivalents | (264.4) | 807.0 | 201.4 | ||||||||||||||
| Cash and cash equivalents, beginning of period | 1,570.1 | 763.1 | 561.7 | ||||||||||||||
| Cash and cash equivalents, end of period | $ | 1,305.7 | $ | 1,570.1 | $ | 763.1 | |||||||||||
| Supplemental cash flow disclosures | |||||||||||||||||
| Non-cash activities: | |||||||||||||||||
| Accrued and unpaid capital expenditures | $ | 103.2 | $ | 31.1 | $ | 36.0 | |||||||||||
| Assets acquired or remeasured under operating and financing leases | (106.6) | 702.0 | 1,194.3 | ||||||||||||||
| Fair value of the Martinez Contingent Consideration at acquisition | — | 77.3 | — | ||||||||||||||
| Distribution of assets to PBF Energy Company LLC | — | — | 169.1 | ||||||||||||||
| Cash paid during the year for: | |||||||||||||||||
| Interest (net of capitalized interest of $8.9, $11.9 and $17.6 in 2021, 2020 and 2019, respectively) | $ | 265.4 | $ | 162.9 | $ | 107.0 | |||||||||||
| Income taxes | 1.0 | 1.0 | 1.2 | ||||||||||||||
See notes to consolidated financial statements.
F- 9
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Description of the Business
PBF Holding Company LLC (“PBF Holding” or the “Company”), together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of, and owner of an equity interest representing approximately 99.2% of the outstanding economic interest in PBF LLC as of December 31, 2021. Collectively, PBF Holding and its consolidated subsidiaries are referred to hereinafter as the “Company”.
On May 14, 2014, PBF Logistics LP (“PBFX”), a Delaware master limited partnership, completed its initial public offering (the “PBFX Offering”). PBF Logistics GP LLC (“PBF GP”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF LLC. In connection with the PBFX Offering, PBF Holding contributed to PBFX the assets and liabilities of certain crude oil terminaling assets. In a series of additional transactions subsequent to the PBFX Offering, PBF Holding distributed certain additional assets to PBF LLC, which in turn contributed those assets to PBFX (as described in “Note 11 - Related Party Transactions”).
Substantially all of the Company’s operations are in the United States. As of December 31, 2021, the Company’s oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and have been aggregated to form 1 reportable segment.
COVID-19 and Market Developments
The impact of the unprecedented global health and economic crisis sparked by the coronavirus (“COVID-19”) pandemic, and variants thereof, and related adverse impact on economic and commercial activity resulted in a significant reduction in demand for refined petroleum and petrochemical products starting in the first quarter of 2020. This significant demand reduction has had an adverse impact on the Company’s results of operations and liquidity position. Demand for these products, however, started to recover throughout the year ended December 31, 2021 in connection with the lifting or easing of restrictions by many governmental authorities and the distribution of COVID-19 vaccines and other protective measures. The Company has adjusted throughput rates across its entire refining system to correlate with the gradual increases in demand, while still running below historic levels.
It is impossible to estimate the duration or significance of the financial impact that will result from the COVID-19 pandemic. However, the extent of the impact of the COVID-19 pandemic on the Company’s business, financial condition, results of operations and liquidity will depend largely on future developments, including the duration and severity of the pandemic, and variants thereof, particularly within the geographic areas where the Company operates, the effectiveness of vaccine programs, and the related impact on overall economic activity, all of which cannot be predicted with certainty at this time.
F- 10
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Presentation
These Consolidated Financial Statements include the accounts of PBF Holding and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Cost Classifications
Cost of products and other consists of the cost of crude oil, other feedstocks, blendstocks and purchased refined products and the related in-bound freight and transportation costs.
Operating expenses (excluding depreciation and amortization) consists of direct costs of labor, maintenance and services, utilities, property taxes, environmental compliance costs and other direct operating costs incurred in connection with our refining operations. Such expenses exclude depreciation related to refining and logistics assets that are integral to the refinery production process, which is presented separately as Depreciation and amortization expense as a component of Cost of sales on the Company’s Consolidated Statements of Operations.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures. Actual results could differ from those estimates.
Impairment Assessment of Long-Lived Assets and Definite-Lived Intangibles
The Company evaluates long-lived assets for impairment on a continual basis and reassesses the reasonableness of their related useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events may include, among other things, significant adverse changes in the business climate, market conditions, environmental regulations or a determination that it is more likely than not that an asset or an asset group will be sold or retired before its estimated useful life. These possible triggering events of impairment may impact the Company’s assumptions related to future throughput levels, future operating revenues, expenses and gross margin, levels of anticipated capital expenditures and remaining useful life. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use, early retirement or disposition. Cash flows for long-lived assets/asset groups are determined at the lowest level for which identifiable cash flows exist. The cash flows from the refinery asset groups are evaluated individually regardless of product mix or fuel type produced. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. The Company’s assumptions incorporate inherent uncertainties that are at times difficult to predict and could result in impairment charges or accelerated depreciation in future periods if actual results materially differ from the estimated assumptions used.
F- 11
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Business Combinations
We use the acquisition method of accounting for the recognition of assets acquired and liabilities assumed in business combinations at their estimated fair values as of the date of acquisition. Any excess consideration transferred over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is required in estimating the fair value of assets acquired. As a result, in the case of significant acquisitions, we obtain the assistance of third-party valuation specialists in estimating fair values of tangible and intangible assets based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.
Certain of the Company’s acquisitions may include earn-out provisions or other forms of contingent consideration. As of the acquisition date, the Company records contingent consideration, as applicable, at the estimated fair value of expected future payments associated with the earn-out. Any changes to the recorded fair value of contingent consideration, subsequent to the measurement period, will be recognized as earnings in the period in which it occurs.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying amount of the cash equivalents approximates fair value due to the short-term maturity of those instruments.
Concentrations of Credit Risk
For the year ended December 31, 2021 and December 31, 2020, only 1 customer, Shell plc (“Shell”), accounted for 10% or more of the Company’s revenues (approximately 15% and 13%, respectively). For the year ended December 31, 2019 no single customer amounted to greater than or equal to 10% of the Company’s revenues.
As of December 31, 2021 and December 31, 2020, only 1 customer, Shell, accounted for 10% or more of the Company’s total trade accounts receivable (approximately 26% and 17%, respectively).
Revenue Recognition
The Company sells various refined products primarily through its refinery subsidiaries and recognizes revenue related to the sale of products when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Refer to “Note 17 - Revenues” for further discussion of the Company’s revenue recognition policy.
Accounts Receivable
Accounts receivable are carried at invoiced amounts. An allowance for doubtful accounts is established, if required, to report such amounts at their estimated net realizable value. In estimating probable losses, management reviews accounts that are past due and determines if there are any known disputes.
Excise taxes on sales of refined products that are collected from customers and remitted to various governmental agencies are reported on a net basis.
F- 12
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Inventory
Inventories are carried at the lower of cost or market. The cost of crude oil, feedstocks, blendstocks and refined products are determined under the last-in first-out (“LIFO”) method using the dollar value LIFO method with increments valued based on average purchase prices during the year. The cost of supplies and other inventories is determined principally on the weighted average cost method.
RINs
The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the renewable fuel standard implemented by Environmental Protection Agency (“EPA”), which sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into motor fuels consumed in the United States (the “Renewable Fuel Standard”). The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability.
Leases
The Company leases office space, office equipment, refinery facilities and equipment, railcars and other logistics assets primarily under non-cancelable operating leases, with terms typically ranging from one to twenty years, subject to certain renewal options as applicable. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of lease liabilities and right-of-use assets. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Interest expense for finance leases is incurred based on the carrying value of the lease liability. Leases with an initial term of 12 months or less are not recorded on the Company’s Consolidated Balance Sheets.
The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate.
For substantially all classes of underlying assets, the Company has elected the practical expedient not to separate lease and non-lease components, which allows for combining the components if certain criteria are met. For certain leases of refinery support facilities, the Company accounts for the non-lease service component separately.
F- 13
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property, Plant and Equipment
Property, plant and equipment additions are recorded at cost. The Company capitalizes costs associated with the preliminary, pre-acquisition and development/construction stages of a major construction project. The Company capitalizes the interest cost associated with major construction projects based on the effective interest rate of total borrowings. The Company also capitalizes costs incurred in the acquisition and development of software for internal use, including the costs of software, materials, consultants and payroll-related costs for employees incurred in the application development stage.
Depreciation is computed using the straight-line method over the following estimated useful lives:
| Process units and equipment | 5-25 years | |||||||
| Pipeline and equipment | 5-25 years | |||||||
| Buildings | 25 years | |||||||
| Computers, furniture and fixtures | 3-7 years | |||||||
| Leasehold improvements | 20 years | |||||||
| Railcars | 50 years | |||||||
Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized.
Deferred Charges and Other Assets, Net
Deferred charges and other assets include refinery turnaround costs, catalyst, precious metal catalysts, linefill, deferred financing costs and intangible assets. Refinery turnaround costs, which are incurred in connection with planned major maintenance activities, are capitalized when incurred and amortized on a straight-line basis over the period of time estimated to lapse until the next turnaround occurs. The amortization period generally ranges from 3 to 6 years; however, based upon the specific facts and circumstances, different periods of deferral occur.
Precious metal catalysts, linefill and certain other intangibles are considered indefinite-lived assets as they are not expected to deteriorate in their prescribed functions. Such assets are assessed for impairment in connection with the Company’s review of its long-lived assets.
Deferred financing costs are capitalized when incurred and amortized over the life of the loan (generally 1 to 8 years).
Intangible assets with finite lives primarily consist of emission credits and permits and are amortized over their estimated useful lives (generally 1 to 10 years).
F- 14
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Investments in Equity Method Investments
For equity investments that are not required to be consolidated under the variable or voting interest model, the Company evaluates the level of influence it is able to exercise over an entity’s operations to determine whether to use the equity method of accounting. The Company’s judgment regarding the level of control over an equity method investment includes considering key factors such as its ownership interest, participation in policy-making and other significant decisions and material intercompany transactions. Amounts recognized for equity method investments are included in equity method investments in the consolidated balance sheet and adjusted for the Company’s share of the net earnings and losses of the investee and cash distributions, which are included in the consolidated statements of operations and the consolidated statements of cash flows. Amounts recognized for earnings in excess of distributions of the Company’s equity method investments are included in the operating section of the consolidated statements of cash flows. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. A loss is recorded in earnings in the current period to write down the carrying value of the investment to fair value if a decline in the value of an equity method investment is determined to be other than temporary.
Asset Retirement Obligations
The Company records an asset retirement obligation at fair value for the estimated cost to retire a tangible long-lived asset at the time the Company incurs that liability, which is generally when the asset is purchased, constructed, or leased. The Company records the liability when it has a legal or contractual obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate cannot be made at the time the liability is incurred, the Company will record the liability when sufficient information is available to estimate the liability’s fair value. Certain of the Company’s asset retirement obligations are based on its legal obligation to perform remedial activity at its refinery sites when it permanently ceases operations of the long-lived assets. The Company therefore considers the settlement date of these obligations to be indeterminable. Accordingly, the Company cannot calculate an associated asset retirement liability for these obligations at this time. The Company will measure and recognize the fair value of these asset retirement obligations when the settlement date is determinable.
Environmental Matters
Liabilities for future remediation costs are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable future costs using currently available technology and applying current regulations, as well as the Company’s own internal environmental policies. The measurement of environmental remediation liabilities may be discounted to reflect the time value of money if the aggregate amount and timing of cash payments of the liabilities are fixed or reliably determinable. The actual settlement of the Company’s liability for environmental matters could materially differ from its estimates due to a number of uncertainties such as the extent of contamination, changes in environmental laws and regulations, potential improvements in remediation technologies and the participation of other responsible parties.
F- 15
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock-Based Compensation
Stock-based compensation includes the accounting effect of options to purchase PBF Energy Class A common stock granted by PBF Energy to certain PBF Holding employees, Series A warrants issued or granted by PBF LLC to employees in connection with their acquisition of PBF LLC Series A units, options to acquire Series A units of PBF LLC granted by PBF LLC to certain employees, Series B units of PBF LLC that were granted to certain members of management and restricted PBF LLC Series A Units and restricted PBF Energy Class A common stock granted to certain directors and officers. The estimated fair value of the options to purchase PBF Energy Class A common stock and the PBF LLC Series A warrants and options, is based on the Black-Scholes option pricing model and the fair value of the PBF LLC Series B units is estimated based on a Monte Carlo simulation model. The estimated fair value is amortized as stock-based compensation expense on a straight-line method over the vesting period and included in General and administrative expense with forfeitures recognized in the period they occur.
PBF Energy grants performance share unit awards and performance unit awards to certain key employees. Performance awards granted to employees prior to November 1, 2020 are based on a three-year performance cycle with 4 measurement periods and performance awards granted to employees after November 1, 2020 are based on a three-year performance cycle having a single measurement period. The payout for each, which ranges from 0% to 200%, is based on the relative ranking of the total shareholder return (“TSR”) of PBF Energy’s common stock as compared to the TSR of a selected group of industry peer companies over an average of 4 measurement periods. The performance share unit awards and performance unit awards are each measured at fair value based on Monte Carlo simulation models. The performance share unit awards will be settled in PBF Energy Class A common stock and are accounted for as equity awards and the performance unit awards will be settled in cash and are accounted for as liability awards.
Income Taxes
As PBF Holding is a limited liability company treated as a “flow-through” entity for income tax purposes, there is no benefit or expense for federal or state income tax in the accompanying financial statements apart from the income taxes attributable to 2 subsidiaries acquired in connection with the acquisition of Chalmette Refining, L.L.C. (“Chalmette Refining”) and the Company’s wholly-owned Canadian subsidiary, PBF Energy Limited (“PBF Ltd.”). These subsidiaries are treated as C-corporations for tax purposes, with the tax provision calculated based on the effective tax rate for the periods presented.
The State tax returns for all years since 2016 are subject to examination by the respective tax authorities.
Pension and Other Post-Retirement Benefits
The Company recognizes an asset for the overfunded status or a liability for the underfunded status of its pension and post-retirement benefit plans. The funded status is recorded within Other long-term liabilities or assets. Changes in the plans’ funded status are recognized in other comprehensive income in the period the change occurs.
Fair Value Measurement
A fair value hierarchy (Level 1, Level 2, or Level 3) is used to categorize fair value amounts based on the quality of inputs used to measure fair value. Accordingly, fair values derived from Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities. Fair values derived from Level 2 inputs are based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are either directly or indirectly observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
F- 16
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company uses appropriate valuation techniques based on the available inputs to measure the fair values of its applicable assets and liabilities. When available, the Company measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. In some valuations, the inputs may fall into different levels in the hierarchy. In these cases, the asset or liability level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurements.
Financial Instruments
The estimated fair value of financial instruments has been determined based on the Company’s assessment of available market information and appropriate valuation methodologies. The Company’s non-derivative financial instruments that are included in current assets and current liabilities are recorded at cost in the Consolidated Balance Sheets. The estimated fair value of these financial instruments approximates their carrying value due to their short-term nature. Derivative instruments are recorded at fair value in the Consolidated Balance Sheets.
The Company’s commodity contracts are measured and recorded at fair value using Level 1 inputs based on quoted prices in an active market, Level 2 inputs based on quoted market prices for similar instruments, or Level 3 inputs based on third-party sources and other available market based data. The Company’s catalyst obligations and derivatives related to the Company’s crude oil and feedstocks and refined product purchase obligations are measured and recorded at fair value using Level 2 inputs on a recurring basis, based on observable market prices for similar instruments.
Derivative Instruments
The Company is exposed to market risk, primarily related to changes in commodity prices for the crude oil and feedstocks used in the refining process as well as the prices of the refined products sold.sold and the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. The accounting treatment for commodity and environmental compliance contracts depends on the intended use of the particular contract and on whether or not the contract meets the definition of a derivative.
All derivative instruments, not designated as normal purchases or sales, are recorded in the consolidated balance sheetConsolidated Balance Sheets as either assets or liabilities measured at their fair values. Changes in the fair value of derivative instruments that either are not designated or do not qualify for hedge accounting treatment or normal purchase or normal sale accounting are recognized currently in earnings. Contracts qualifying for the normal purchase and sales exemption are accounted for upon settlement. Cash flows related to derivative instruments that are not designated or do not qualify for hedge accounting treatment are included in operating activities.
The Company designates certain derivative instruments as fair value hedges of a particular risk associated with a recognized asset or liability. At the inception of the hedge designation, the Company documents the relationship between the hedging instrument and the hedged item, as well as its risk management objective and strategy for undertaking various hedge transactions. Derivative gains and losses related to these fair value hedges, including hedge ineffectiveness, are recorded in cost of sales along with the change in fair value of the hedged asset or liability attributable to the hedged risk. Cash flows related to derivative instruments that are designated as fair value hedges are included in operating activities.
Economic hedges are hedges not designated as fair value or cash flow hedges for accounting purposes that are used to (i) manage price volatility in certain refinery feedstock and refined product inventories, and (ii) manage price volatility in certain forecasted refinery feedstock purchases and refined product sales. These instruments are recorded at fair value and changes in the fair value of the derivative instruments are recognized currently in cost of sales.
F- 17
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivative accounting is complex and requires management judgment in the following respects: identification of derivatives and embedded derivatives, determination of the fair value of derivatives, documentation of hedge relationships, assessment and measurement of hedge ineffectiveness and election and designation of the normal purchases and sales exception. All of these judgments, depending upon their timing and effect, can have a significant impact on the Company’s earnings.
Recently AdoptedIssued Accounting GuidancePronouncements
In May 2014,March 2020, the Financial Accounting StandardStandards Board (“FASB”) issued Accounting StandardsStandard Update (“ASU”) No. 2014-092020-04, “Reference Rate Reform (Topic 606) “Revenue from Contracts with Customers.” (“ASC 606”). ASC 606 supersedes the revenue recognition requirements in Accounting Standards Codification 605 “Revenue Recognition” (“ASC 605”), and requires entities to recognize revenue when control848): Facilitation of the promised goods or services is transferredeffects of reference rate reform on financial reporting”. The amendments in this ASU provide optional guidance to customersalleviate the burden in accounting for reference rate reform, by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationship and other transactions affected by the expected market transition from London Interbank Offered Rate (“LIBOR”) and other interbank rates. The amendments in this ASU are effective for all entities at any time beginning on March 12, 2020 through December 31, 2022 and may be applied from the beginning of an amountinterim period that reflectsincludes the consideration to whichissuance date of the entity expects to be entitled to in exchange for those goods or services.ASU. The Company adopted ASC 606 asdoes not expect that the adoption of January 1, 2018 using the modified retrospective transition method. See “Note 15 - Revenues” for further details.this guidance will have a material impact on its Consolidated Financial Statements and related disclosures.
F- 1518
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. ACQUISITIONS
On JulyFebruary 1, 2016,2020, the Company acquired from ExxonMobilEquilon Enterprises LLC d/b/a Shell Oil Corporation and its subsidiary, Mobil Pacific Pipe Line Company,Products US (the "Seller"), the TorranceMartinez refinery and related logistics assets (collectively, the “Torrance Acquisition”"Martinez Acquisition"), pursuant to a sale and purchase agreement dated June 11, 2019 (the “Sale and Purchase Agreement”). While the Company’s consolidated financial statementsThe Martinez refinery, located in Martinez, California, is a high-conversion, dual-coking facility that is strategically positioned in Northern California and provides for both the years ended December 31, 2018operating and 2017 include the results of operations of Torrance Refining, the final working capital settlement forcommercial synergies with the Torrance refinery located in Southern California.
In addition to refining assets, the Martinez Acquisition was finalized in the second quarterincludes a number of 2017. Additionally, certain acquisition related costs for the Torrance Acquisition were recorded in the firstonsite logistics assets, including a deep-water marine facility, product distribution terminals and second quarter of 2017.refinery crude and product storage facilities.
The aggregate purchase price for the TorranceMartinez Acquisition was $521,350 in cash after post-closing purchase price adjustments, plus$1,253.4 million, including final working capital of $450,582. In addition,$216.1 million and the Company assumed certain pre-existing environmental and regulatory emission credit obligations in connection with the Torrance Acquisition.Martinez Contingent Consideration, as defined below. The transaction was financed through a combination of cash on hand, including proceeds from certain equity offerings,the $1.0 billion in aggregate principal amount of 6.0% senior unsecured notes due 2028 (the “2028 Senior Notes”), and borrowings under PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”).
The Company accounted for the Revolving Credit Facility.Martinez Acquisition as a business combination under GAAP whereby it recognizes assets acquired and liabilities assumed in an acquisition at their estimated fair values as of the date of acquisition.
The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows:
| (in millions) | Purchase Price | ||||
| Gross purchase price | $ | 960.0 | |||
| Working capital, including post close adjustments | 216.1 | ||||
| Contingent consideration (a) | 77.3 | ||||
| Total consideration | $ | 1,253.4 | |||
| Purchase Price | |||
| Gross purchase price | $ | 537,500 | |
| Working capital | 450,582 | ||
| Post close purchase price adjustments | (16,150 | ) | |
| Total consideration | $ | 971,932 | |
(a) The Martinez Acquisition included an obligation for the Company to make post-closing earn-out payments to the Seller based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company recorded the Martinez Contingent Consideration based on its estimated fair value of $77.3 million at the acquisition date, which was recorded within “Other long-term liabilities” within the Consolidated Balance Sheets. Subsequent changes in the fair value of the Martinez Contingent Consideration are recorded in the Consolidated Statements of Operations.
F- 1819
PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the final amounts recognized for assets acquired and liabilities assumed as of the acquisition date:
| (in millions) | Fair Value Allocation | ||||
| Inventories | $ | 224.1 | |||
| Prepaid and other current assets | 5.4 | ||||
| Property, plant and equipment | 987.9 | ||||
| Operating lease right of use assets (a) | 7.8 | ||||
| Financing lease right of use assets (a) | 63.5 | ||||
| Deferred charges and other assets, net | 63.7 | ||||
| Accrued expenses | (1.4) | ||||
| Current operating lease liabilities | (1.9) | ||||
| Current financing lease liabilities (b) | (6.0) | ||||
| Long-term operating lease liabilities | (5.9) | ||||
| Long-term financing lease liabilities | (57.5) | ||||
| Other long-term liabilities - environmental obligation | (26.3) | ||||
| Fair value of net assets acquired | $ | 1,253.4 | |||
| 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 | |
(a) Operating and Financing lease right of use assets are recorded in Lease right of use assets - third party within the Consolidated Balance Sheets.
(b) Current financing lease liabilities are recorded in Accrued expenses within the Consolidated Balance Sheets.
The Company’s consolidated financial statementsConsolidated Financial Statements for the yearsyear ended December 31, 2018 and 20172021 include the results of operations of the TorranceMartinez refinery forand related logistics assets subsequent to the full year. The Company’s consolidated financial statements forMartinez Acquisition whereas the year ended December 31, 2016 includesame period in 2020 includes the results of operations of such assets from the Torrance refinery since Julydate of the Martinez Acquisition on February 1, 2016 during which period the Torrance refinery contributed revenues of $1,977,204 and net income of $86,394.2020 to December 31, 2020. On an unaudited pro formapro-forma basis, the revenues and net income (loss) of the Company, assuming the Torrance Acquisitionacquisition had occurred on January 1, 2015,2019, are shown below. The unaudited pro formapro-forma information does not purport to present what the Company’s actual results would have been had the acquisitionMartinez Acquisition occurred on January 1, 2015,2019, nor is the financial information indicative of the results of future operations. The unaudited pro formapro-forma financial information includes the depreciation and amortization expense related to the TorranceMartinez Acquisition and interest expense associated with the related financing.
| Year Ended December 31, 2020 | |||||||||||
| (Unaudited, in millions) | |||||||||||
| Pro-forma revenues | $ | 15,408.8 | |||||||||
| Pro-forma net loss attributable to PBF Holding | (1,888.5) | ||||||||||
| Year ended December 31, | |||
| (Unaudited) | 2016 | ||
| Pro forma revenues | $ | 16,987,548 | |
| Pro forma net income attributable to PBF Holding Company LLC | 31,565 | ||
Acquisition Expenses
There were no acquisition costs for the years ended December 31, 2021 and December 31, 2019. The Company incurred acquisition relatedacquisition-related costs consisting primarily of consulting and legal expenses related to completed, pending and non-consummated acquisitions of $488 and $13,622 in the years ended December 31, 2017 and 2016, respectively. There were no such costs$11.1 million for the year ended December 31, 2018. Acquisition2020. These costs are included in the consolidated statements of operations in General and administrative expenses.expenses within the Consolidated Statements of Operations.
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PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. CURRENT EXPECTED CREDIT LOSSES
The Company has exposure to credit losses primarily through its sales of refined products. The Company evaluates creditworthiness on an individual customer basis. The Company utilizes a financial review model for purposes of evaluating creditworthiness which is based on information from financial statements and credit reports. The financial review model enables the Company to assess the customer’s risk profile and determine credit limits on the basis of their financial strength, including but not limited to, their liquidity, leverage, debt serviceability, longevity and how they pay their bills. The Company may require security in the form of letters of credit or cash payments in advance of product delivery for certain customers that are deemed higher risk.
The Company’s payment terms on its trade receivables are relatively short, generally 30 days or less for a substantial majority of its refined products. As a result, the Company’s collection risk is mitigated to a certain extent by the fact that sales are collected in a relatively short period of time, allowing for the ability to reduce exposure on defaults if collection issues are identified. Notwithstanding, the Company reviews each customer’s credit risk profile at least annually or more frequently if warranted. Following the widespread market disruption that has resulted from the COVID-19 pandemic, including resurgences and variants of the virus and related governmental responses, the Company has been performing ongoing credit reviews of its customers including monitoring for any negative credit events such as customer bankruptcy or insolvency events. As a result, the Company has adjusted payment terms or limited available trade credit for certain customers, as well as for customers within industries that are deemed to be at higher risk.
The Company performs a quarterly allowance for doubtful accounts analysis to assess whether an allowance needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews accounts that are past due, have known disputes or have experienced any negative credit events that may result in future collectability issues. There was no allowance for doubtful accounts recorded as of December 31, 2021 and December 31, 2020, respectively.
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PBF HOLDING COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. INVENTORIES
Inventories consisted of the following:
| December 31, 2018 | ||||||||||||||||||||||||||||
| Titled Inventory | Inventory Intermediation Arrangements | Total | ||||||||||||||||||||||||||
| December 31, 2021 | December 31, 2021 | |||||||||||||||||||||||||||
| (in millions) | (in millions) | Titled Inventory | Inventory Intermediation Agreement | Total | ||||||||||||||||||||||||
| Crude oil and feedstocks | $ | 1,044,824 | $ | — | $ | 1,044,824 | Crude oil and feedstocks | $ | 953.5 | $ | 151.4 | $ | 1,104.9 | |||||||||||||||
| Refined products and blendstocks | 1,026,921 | 334,708 | 1,361,629 | Refined products and blendstocks | 964.6 | 293.8 | 1,258.4 | |||||||||||||||||||||
| Warehouse stock and other | 109,337 | — | 109,337 | Warehouse stock and other | 141.8 | — | 141.8 | |||||||||||||||||||||
| $ | 2,181,082 | $ | 334,708 | $ | 2,515,790 | $ | 2,059.9 | $ | 445.2 | $ | 2,505.1 | |||||||||||||||||
| Lower of cost or market adjustment | (557,187 | ) | (94,547 | ) | (651,734 | ) | Lower of cost or market adjustment | — | — | — | ||||||||||||||||||
| Total inventories | $ | 1,623,895 | $ | 240,161 | $ | 1,864,056 | Total inventories | $ | 2,059.9 | $ | 445.2 | $ | 2,505.1 | |||||||||||||||