UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended: December 31, 20152019
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to
Commission File Number: 001-35764
Commission File Number: 333-206728-02
PBF ENERGY INC.
PBF ENERGY COMPANY LLC
(Exact name of registrant as specified in its charter)
| 45-3763855 | |||
| Delaware | 61-1622166 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
| One Sylvan Way, Second Floor | |||
| Parsippany | New Jersey | 07054 | |
| (Address of principal executive offices) | (Zip Code) | ||
(973) 455-7500
(Registrants’ telephone number, including area code: (973) 455-7500code)
Securities registered pursuant to Section 12(b) of the Act.
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | |
| Class A Common Stock, par value $.001 | PBF | New York Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨
PBF Energy Inc. x Yes xo No
PBF Energy Company LLC oYes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨Act.
PBF Energy Inc. oYes xNo
PBF Energy Company LLC oYes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);, and (2) has been subject to such filing requirements for the past 90 days.¨
PBF Energy Inc. x Yes xo No (Note: As of January 1, 2016, the registrant was no longer subject to the filing requirements of Section 13 or 15(d) of the Exchange Act; however, the registrant filed all reports required to be filed during the period it was subject to Section 13 or 15(d) of the Exchange Act.)
PBF Energy Company LLC x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
PBF Energy Inc. x Yes ¨o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
| PBF Energy Inc. | Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
| PBF Energy Company LLC | filer | ☐ | ☐ | ☒ | company | ☐ | Emerging growth company | ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
PBF Energy Inc. o
PBF Energy Company LLC o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).¨
PBF Energy Inc. ☐Yes xNo
PBF Energy Company LLC ☐Yes x No
The aggregate market value of the Common Stock of PBF Energy Inc. held by non-affiliates as of June 30, 2019 was $3,719,104,999 based upon the New York Stock Exchange Composite Transaction closing price.
As of February 18, 2020, PBF Energy Inc. had outstanding 119,784,833 shares of Class A common stock and 20 shares of Class B common stock. PBF Energy Inc. is the sole managing member of, and owner of an equity interest representing approximately 99.0% of the outstanding economic interest in PBF Energy Company LLC as of December 31, 2019. There is no trading in the membership interestsinterest of PBF Energy Company LLC and therefore an aggregate market value based on such is not determinable.
PBF Energy Company LLC has no0 common stock outstanding. As of March 20, 2016, approximately 95.1% of the outstanding economic interests in PBF Energy Company LLC were owned by PBF Energy Inc. and the remaining economic interests were held by the members of PBF Energy Company LLC, other than PBF Energy Inc.
DOCUMENTS INCORPORATED BY REFERENCE
PBF Energy Inc., the sole managing member and the owner of approximately 95.1% of the outstanding economic interests of PBF Energy Company LLC, filed intends to file with the Securities and Exchange Commission a definitive Proxy Statement for its Annual Meeting of Stockholders on March 22, 2016.within 120 days after December 31, 2019. Portions of the Proxy Statement are incorporated by reference in Part III of this Form 10-K to the extent stated herein.
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
TABLE OF CONTENTS
| PART I | |||
| PART II | |||
| PART III | |||
| PART IV | |||
2
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” refers to the greenhouse gas emission control regulations in the state of California to comply with Assembly Bill 32.
“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 to an abbreviation for barrels per day.
“CAA” refers to the Clean Air Act.
“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.
“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.
“Dated Brent” refers to Brent blend oil, a light, sweet North Sea crude oil, characterized by an 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” 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.
“FASB” refers to the Financial Accounting Standards Board which develops U.S. generally accepted accounting principles.
“FCC” refers to fluid catalytic cracking.
“feedstocks” refers to crude oil and partially refined petroleum products that are processed and blended into refined products.
“FERC” refers to the Federal Energy Regulatory Commission.
“GAAP” refers to U.S. generally accepted accounting principles developed by the Financial Accounting Standards Board for nongovernmental entities.
“GHG” refers to greenhouse 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.
“IDRs” refers to incentive distribution rights.
“IMO” refers to the International Maritime Organization.
“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.
“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” refers to the New York Mercantile Exchange.
“PADD” refers to Petroleum Administration for Defense Districts.
“Platts” refers to Platts, a division of The McGraw-Hill Companies.
“PPM” refers to parts per million.
“refined products” refers to petroleum products, such as gasoline, diesel and jet fuel, that are produced by a refinery.
“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.
“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.
“TCJA” refers to the U.S. government comprehensive tax legislation enacted on December 22, 2017 and commonly referred to as the Tax Cuts and Jobs Act.
“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 Energy Inc. (“PBF Energy”) and PBF Energy Company LLC (“PBF LLC”),. Each Registrant hereto is filing on its own behalf all of the information contained in this report that relates to such Registrant. Each Registrant hereto is not filing any information that does not relate to such Registrant, and therefore makes no representation as to any such information. PBF Energy is a Delaware limited liability company and holding company whose primary asset is an equity interest in PBF LLC. PBF Energy is the sole managing member is PBF Energy Inc. (“PBF Energy”). As of, December 31, 2015,and owner of an equity interest representing approximately 95.1%99.0% of the outstanding economic interests in PBF LLC were owned byas of December 31, 2019. PBF Energy operates and controls all of the remaining economic interests were held bybusiness and affairs and consolidates the membersfinancial results of PBF LLC, other than PBF Energy. PBF LLC and its subsidiaries’ business and affairs are operated and controlled by PBF Energy.subsidiaries. PBF LLC is a holding company for the companies that directly and indirectly own and operate PBF Energy’sthe business. PBF Holding Company LLC (“PBF Holding”) is a wholly-owned subsidiaryAs of PBF LLC.December 31, 2019, PBF LLC also holds a 53.7%48.2% limited partner interest and a non-economic general partner interest and all of the incentive distribution rights in PBF Logistics LP (“PBFX” or the “Partnership”), a publicly traded master limited partnership. PBF LLC, through its ownership of the general partner of PBFX, consolidates the financial results of PBFX and its subsidiaries and records a noncontrolling interest in its consolidated financial statements representing the economic interests of PBFX’s unit holders other than PBF LLC.publicly-traded MLP.
PART I
This Annual Report on Form 10-K is filed by PBF Energy and PBF LLC. Discussions or areas of this report that either apply only to PBF Energy or PBF LLC are clearly noted in such sections. Unless the context indicates otherwise, the terms “the Company”“Company”, “we,” “us,” and “our” refer to both PBF Energy and PBF LLC and its consolidated subsidiaries, including PBF Holding Company LLC (“PBF Holding”), PBF Investments LLC (“PBF Investments”), PBF Services Company LLC, PBF Power Marketing LLC, PBF Energy Limited, Toledo Refining Company LLC (“Toledo Refining” or “TRC”), Paulsboro Natural Gas Pipeline Company LLC, Paulsboro Refining Company LLC (“Paulsboro Refining” or “PRC”), Delaware Pipeline Company LLC, Delaware City Refining Company LLC (“Delaware City Refining” or “DCR”), Delaware City Terminaling Company LLC, Toledo Terminaling Company LLC, Chalmette Refining, L.L.C. (“Chalmette Refining”), MOEM PipelinePBF Energy Western Region LLC Collins Pipeline(“PBF Western Region”), Torrance Refining Company T&M TerminalLLC (“Torrance Refining”), Torrance Logistics Company LLC (“Torrance Logistics”), PBF Logistics GP LLC (“PBF GP”), PBF Logistics LP (“PBFX”) and PBF Rail Logistics Company LLC.PBFX.
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, under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.1995 to the extent such statements relate to the operations of an entity that is not a limited liability company or a partnership. You should read our forward-looking statements together with our disclosures under the heading: “Cautionary Statement for the Purpose of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.” 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.
7
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 GulfWest Coast of the United States, as well as in other regions of the United States, Canada and Canada,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. We currentlyAs of December 31, 2019, we own and operate fourfive domestic oil refineries and related assets, which we acquired in 2010, 2011, 2015 and November 2015.2016. Our refineries have a combined processing capacity, known as throughput, of approximately 730,000900,000 bpd, and a weighted-average Nelson Complexity Index of 11.7.12.2. We operate in two reportable business segments: Refining and Logistics.
PBF Energy was formed on November 7, 2011 and is a holding company whose primary asset is a controlling equity interest in PBF LLC. PBF Energy isWe are the sole managing member of PBF LLC and operatesoperate and controlscontrol all of the business and affairs of PBF LLC. We consolidate the financial results of PBF LLC and its subsidiaries and record a noncontrolling interest in our consolidated financial statements representing the economic interests of the members of PBF LLC other than PBF Energy. PBF LLC is a holding company for the companies that directly or indirectly own and operate PBF Energy’sour business. PBF Holding is a wholly-owned subsidiary of PBF LLC and is the parent company for our refining operations. PBF Energy, through its ownership of PBF LLC, also consolidates the financial results of PBFX and records a noncontrolling interest for the economic interests in PBFX held by the public common unit holdersunitholders of PBFX.
As of December 31, 2015,2019, PBF Energy owned 97,781,933held 119,826,202 PBF LLC Series C Units and our current and former executive officers and directors and certain employees and others held 4,985,3581,215,317 PBF LLC Series A Units (we refer to all of the holders of the PBF LLC Series A Units as “the members of PBF LLC other than PBF Energy”). As a result, the holders of PBF Energy’s issued and outstanding shares of PBF Energy’sits Class A common stock have approximately 95.1%99.0% 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 approximately 4.9%1.0% of the voting power in PBF Energy.
On May 14, 2014, PBFX completed its initial public offering (the “PBFX Offering”). As of December 31, 2019, PBF LLC held a 48.2% limited partner interest (consisting of 29,953,631 common units) in PBFX, with the remaining 51.8% limited partner interest held by the public unitholders. PBF LLC also indirectly owns a non-economic general partner interest in PBFX through its wholly-owned subsidiary, PBF GP, the general partner of PBFX. On February 28, 2019, PBFX closed on the transaction contemplated by the Equity Restructuring Agreement (the “IDR Restructuring Agreement”) with PBF LLC and PBF GP, pursuant to which PBFX’s IDRs held by PBF LLC were canceled and converted into 10,000,000 newly issued PBFX common units (the “IDR Restructuring”). Prior to the IDR Restructuring, the IDRs entitled PBF LLC to receive increasing percentages, up to a maximum of 50.0%, of the cash PBFX distributed from operating surplus in excess of $0.345 per unit per quarter. Subsequent to the closing of the IDR Restructuring, no distributions were made to PBF LLC with respect to the IDRs and the newly issued PBFX common units are entitled to normal distributions by PBFX.
The following map details the locations of our refineries and the location of PBFX’s assets as of December 31, 2019 (each as defined below):
Refining
| Refinery | Region | Nelson Complexity Index | Throughput Capacity (in barrels per day) | PADD | Crude Processed (1) | Source (1) |
| Delaware City | East Coast | 11.3 | 190,000 | 1 | light sweet through heavy sour | water, rail |
| Paulsboro | East Coast | 13.2 | 180,000 | 1 | light sweet through heavy sour | water |
| Toledo | Mid-Continent | 9.2 | 170,000 | 2 | light sweet | pipeline, truck, rail |
| Chalmette | Gulf Coast | 12.7 | 189,000 | 3 | light sweet through heavy sour | water, pipeline |
| Torrance | West Coast | 14.9 | 155,000 | 5 | medium and heavy | pipeline, water, truck |
________
(1) Reflects the typical crude and has a throughput capacity
Logistics
PBFX is a fee-based, growth-oriented, publicly tradedpublicly-traded Delaware master limited partnershipMLP formed by usPBF 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, and the receipt, storage and delivery of crude oil, refined products, natural gas and intermediates from sources located throughout the United States and Canada for PBF Energy in support of our refineries. Allits refineries, as well as for third-party customers. As of December 31, 2019, a substantial majority of PBFX’s revenue isrevenues are derived from long-term, fee-based commercial agreements with PBF Holding, which include minimum volume commitments, for receiving,
handling, storing and transferring crude oil, refined products and refined products. Wenatural gas. PBF Energy also havehas agreements with PBFX that establish fees for certain general and administrative services and operational and maintenance services provided by PBF Holding to PBFX. These transactions, other than those with third parties, are eliminated by PBF LLCus in consolidation.
On May 14, 2014,April 24, 2019, PBFX completed its initial public offeringentered into a contribution agreement with PBF LLC (the “PBFX Offering”“TVPC Contribution Agreement”), pursuant to which PBF LLC contributed to PBFX all of the issued and outstanding limited liability company interests of TVP Holding Company LLC (“TVP Holding”) for total consideration of $200.0 million (the “TVPC Acquisition”). Prior to the TVPC Acquisition, TVP Holding owned a 50% membership interest in the Torrance Valley Pipeline Company LLC (“TVPC”). Subsequent to the PBFX Offering, we transferred additional logistical assets to PBFX in three separate transactions in exchange for cash and equity consideration. As of December 31, 2015, we held a 53.7% limited partner interest (consisting of 2,572,944 common units and 15,886,553 subordinated units) in PBFX, with the remaining 46.3% limited partner interest held by the public unit holders. We also own allclosing of the incentive distribution rights (“IDRs”TVPC Acquisition on May 31, 2019, PBFX owns 100% of the membership interests in TVPC. The transaction was financed through a combination of proceeds from the 2019 Registered Direct Offering (as defined in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and indirectly own a non-economic general partner interest inborrowings under the PBFX through its wholly-owned subsidiary, PBF Logistics GP LLC (“PBF GP”five-year, $500.0 million amended and restated revolving credit facility (the “PBFX Revolving Credit Facility”), the general partner of PBFX. During the subordination period (as set forth in the partnership agreement of PBFX) holders of the subordinated units are not entitled to receive any distribution of available cash until the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. If PBFX does not pay distributions on the subordinated units, the subordinated units will not accrue arrearages for those unpaid distributions. Each subordinated unit will convert into one common unit at the end of the subordination period..
See “Item 1A. Risk Factors” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.”
Recent Developments
On September 29, 2015, PBF Holding entered into February 1, 2020, we acquired from Equilon Enterprises LLC d/b/a definitive Sale and Purchase AgreementShell Oil Products US (the “Torrance Sale and Purchase Agreement”) with ExxonMobil Oil Corporation (“ExxonMobil”) and its subsidiary, Mobil Pacific Pipeline Company (together, the “Torrance Sellers”"Seller"), to purchase the TorranceMartinez refinery and related logistics assets (collectively, the “Torrance“Martinez Acquisition”), pursuant to a sale and purchase agreement dated June 11, 2019 (the “Sale and Purchase Agreement”). The TorranceMartinez refinery is located on 750 acresan 860-acre site in Torrance, California,the City of Martinez, 30 miles northeast of San Francisco, California. The refinery is a high-conversion 155,000157,000 bpd, delayed-coking refinerydual-coking facility with a Nelson Complexity Index of 14.9.16.1, 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 with advantaged logistics connectivity that offers flexible raw material sourcing and product distribution opportunities primarily in the California, Las Vegas and Phoenix area markets.California. The TorranceMartinez Acquisition is expected to further increase the Company’sincreases our total throughput capacity to approximately 900,000over 1,000,000 bpd.
In addition to refining assets, the TorranceMartinez Acquisition includes a number of high-quality onsite logistics assets, including a sophisticated network of crude and products pipelines,deep-water marine facility, product distribution terminals and refinery crude and product storage facilities. The most significant of the logistics assets is a 171-mile crude gathering and transportation system which delivers San Joaquin Valley crude oil directly from the field to the refinery. Additionally, included in the transaction are several pipelines which provide access to sources of crude oil including the Ports of Long Beach and Los Angeles, as well as clean product outlets with a direct pipeline supplying jet fuel to the Los Angeles airport. The Torrance refinery also has crude and product storage facilities with approximately 8.68.8 million barrels of shell capacity.
The purchase price for the TorranceMartinez Acquisition is $537.5was $960.0 million plus approximately $230.0 million for estimated hydrocarbon inventory, and working capital to be valued at closing. The purchase pricewhich is also subject to other customary purchase price adjustments. The Torrance Acquisition is expectedfinal valuation. In addition, PBF Holding also has an obligation to close in the second quarter of 2016, subject to satisfaction of customary closing conditions. Additionally, as a condition of closing, the Torrance refinery is required to be restored to full working order with respectmake certain post-closing payments to the event that occurredSeller if certain conditions are met including earn-out payments based on February 18, 2015 resultingcertain earnings thresholds of the Martinez refinery (as set forth in damage to the electrostatic precipitator and related systems, and shall have operated as required under the Torrance Sale and Purchase AgreementAgreement), for a period of at least fifteen days after such restoration.up to four years following the closing. The Company expects to finance the transaction withwas financed through a combination of cash on hand, andincluding proceeds from PBF Energy’s October 2015 Equity Offering and PBF Holding’s 2023 Senior Secured Notes offering. Following the expected completionour offering of the Torrance Acquisition,2028 Senior Notes, and borrowings under our weighted average Nelson Complexity Index will increase to 12.2.
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 reports on Form 10-K, quarterly reports on Form 10-Q, current 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. In this same location, we also post our corporate governance guidelines, code of business conduct and ethics, and the charters of the committees of our board of directors. These documents are available free of charge in print to any stockholder that makes a written request to the Secretary, PBF Energy Company LLC,Inc., One Sylvan Way, Second Floor, Parsippany, New Jersey 07054.
The diagram below depicts our organizational structure as of December 31, 2015:2019:
(1) On January 24, 2020, PBF Holding issued an aggregate $1.0 billion of 6.00% unsecured senior notes due 2028. A portion of the net proceeds from this offering were used to fully redeem the senior notes due 2023.
Operating Segments
Refining Segment
Delaware City 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. Delaware City is a fully integrated operation that receives crude via rail at its crude unloading facilities, or ship or barge at its docks located on the Delaware River. The crude and other feedstocks are transported, via pipes, tostored in an extensive tank farm where they are stored untilprior to processing. In addition, there is a 17-bay, 50,00015-lane, 76,000 bpd capacity truck loading rack (the “Truck Rack”) located adjacent to the refinery and a 23-mile interstate pipeline (the “DCR Products Pipeline”) that are used to distribute clean products,
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 cracking unit (“FCC unit”), 52,000 bpd fluid coking unit 47,000 bpd FCU and 18,00021,000 bpd hydrocracking unit with vacuum distillation. Hydrogen is provided via the refinery’s steam methane reformer and continuous catalytic reformer. The Delaware City refinery predominantly produces gasoline, diesel fuels and heating oil as well as certain lower value products such as petroleum coke and LPGs.unit.
The following table approximates the Delaware City refinery’s major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | ||
| Crude Distillation Unit | 190,000 | ||
| Vacuum Distillation Unit | 102,000 | ||
| Fluid Catalytic Cracking Unit | 82,000 | ||
| Hydrotreating Units | 160,000 | ||
| Hydrocracking Unit | 21,000 | ||
| Catalytic Reforming Unit | 43,000 | ||
| Benzene / Toluene Extraction Unit | 15,000 | ||
| Butane Isomerization Unit | 6,000 | ||
| Alkylation Unit | 11,000 | ||
| Polymerization Unit | 16,000 | ||
| Fluid Coking Unit | 52,000 | ||
Feedstocks and Supply Arrangements. In April 2011, we entered into a We source our crude and feedstock supply agreement with Statoil that expired on December 31, 2015. Pursuant to the agreement as amended in October 2012, we directed Statoil to purchase waterborne crude and other feedstocksoil needs for Delaware City primarily through short-term and Statoil purchased these products on the spot market agreements.
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 through term agreements. Accordingly, Statoil entered into, on our behalf, hedging arrangements to protect against changes in prices between the time of purchase and the time of processing the feedstocks. In addition to procurement, Statoil arranged transportation and insurance for these waterborne deliveries of crude and feedstock supply and we paid Statoil a per barrel fee for their procurement and logistics services. Subsequent to the termination of the Statoil supply agreement, we purchase all of our crude and feedstock needs independently from a variety of suppliers on the spot market or through term agreements.
Inventory Intermediation Agreement. On June 26, 2013, we entered into an Inventory Intermediation Agreement with J. Aron (“Inventory Intermediation Agreement”) to support the operations of the Delaware City refinery, which commenced upon the termination of the product offtake agreement with MSCG. Pursuant to the
Pursuant to each Inventory Intermediation Agreement, J. Aron purchases and holds title to certain inventory, including crude oil, intermediate and certain finished products (the “J. Aron Products”), produced by the East Coast Refineries and delivered into the Company’s storage tanks at the Delaware City and Paulsboro refineries and at PBFX’s East Coast Storage Assets (collectively the “J. Aron Storage Tanks”). Furthermore, J. Aron agrees to sell the J. Aron Products back to the East Coast Refineries as the J. Aron Products are discharged out of our J. Aron Storage Tanks. At expiration, we will have to repurchase the inventories outstanding under the 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, 18 tanks with approximately 3.6 million barrels of storage capacity are dedicated to crude oil and other feedstock storage with the remaining approximately 6.4 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.gas supplied via pipeline from third parties. The Delaware City refinery has a 280 MW power plant located on-siteon site that consists of two natural gas-fueled turbines with combined capacity of approximately 140 MW and four turbo-generatorsturbo 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.Coker. Hydrogen is currently provided via the refinery’s steam methane reformer and continuous catalytic reformer.
Hydrogen Plant Project. During 2018, we signed an agreement with a third-party for an additional supply of 25 million standard cubic feet per day of hydrogen from a new hydrogen generation facility constructed on site (the “Hydrogen Facility”), which is expected to be completed in the second quarter of 2020. Upon completion of the Hydrogen Facility, this additional hydrogen will provide additional complex crude and feedstock processing capabilities.
Paulsboro Refinery
Overview. Paulsboro has a throughput capacity of 180,000 bpd and a Nelson Complexity Index of 13.2. The Paulsboro refinery is located on approximately 950 acres on the Delaware River in Paulsboro, New Jersey, just south ofnear Philadelphia and approximately 30 miles away from Delaware City. Paulsboro receives crude and feedstocks via its marine terminal on the Delaware River. Paulsboro is one of two operating refineries on the East Coast with coking capacity, the other being our Delaware City. Major units at the Paulsboro refinery include crude distillation units, vacuum distillation units, an FCC unit, an Alkylation unit, a delayed coking unit, lube oil processing units and a propane deasphalting unit.
City refinery. The Paulsboro refinery primarily processes a variety of medium and heavy, sour crude oils but can run light, sweet crude oils as well. The Paulsboro refinery predominantly produces gasoline, diesel fuels and jet fuel and also manufactures Group I base oils or lubricants. In addition to its finished clean products slate, Paulsboro produces asphalt and petroleum coke.
The following table approximates the Paulsboro refinery’s major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | ||
| Crude Distillation Units | 168,000 | ||
| Vacuum Distillation Units | 83,000 | ||
| Fluid Catalytic Cracking Unit | 55,000 | ||
| Hydrotreating Units | 141,000 | ||
| Catalytic Reforming Unit | 32,000 | ||
| Alkylation Unit | 11,000 | ||
| Lube Oil Processing Unit | 12,000 | ||
| Delayed Coking Unit | 27,000 | ||
| Propane Deasphalting Unit | 11,000 | ||
Feedstocks and Supply Arrangements. We have a contract with Saudi Aramco pursuant to which we have been purchasingpurchased up to approximately 100,000 bpd of crude oil from Saudi Aramco that is processed at Paulsboro. The crude purchased under this contract is priced off the ASCI.
Refined Product Offtake. Prior to June 30, 2013, we sold the bulk of Paulsboro’s clean products to MSCG through an offtake agreement. With the exception of certainYield and Distribution. The Paulsboro refinery predominantly produces gasoline, diesel fuels and jet fuel and lubricant sales, MSCG purchased 100% of our finished clean productsalso manufactures Group I base oils or lubricants and intermediates underasphalt. Products produced at the offtake agreement. During the term of the offtake agreement, we sold the remainder of our refined products directlyPaulsboro refinery are transferred to a variety of customers on the spot marketprimarily through pipelines or through term agreements. Subsequent to the termination of the offtake agreement, weat 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 under which we sell approximately 35% of our Paulsboro refinery’s gasoline production.
Inventory Intermediation Agreement. On June 26, 2013, the Company entered into anAs discussed above under “Delaware City Refinery - Inventory Intermediation AgreementAgreement”, we currently have Inventory Intermediation Agreements with J. Aron to support the operations of the Paulsboro refinery,East Coast Refineries and facilitate the purchase and sale of certain crude and refined products amongst the parties. The Inventory Intermediation Agreement by and among J. Aron, PBF Holding and PRC expires on December 31, 2021, which commenced upon the terminationterm may be further extended by mutual consent of the product offtake agreement with MSCG. Pursuantparties to December 31, 2022. At expiration, we will be required to repurchase the inventories outstanding under the Inventory Intermediation Agreement J. Aron purchases the Products produced and delivered into the refinery’s storage tanks 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 May 29, 2015, the Company and J. Aron amended the Inventory Intermediation Agreement, pursuant to which certain terms of the existing inventory intermediation agreements were amended, including, among other things, pricing and an extension of the term for a period of two years from the original expiry date of July 1, 2015, subject to certain early termination rights. In addition, the A&R Intermediation Agreements include one-year renewal clauses by mutual consent of both parties.at that time.
Tankage Capacity. 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 Paulsboro refinery consumes approximately 30,00040,000 MMBTU per day of natural gas.gas supplied via pipeline from third parties. The Paulsboro refinery is virtuallymostly self-sufficient for its electrical power requirements.through a mix of gas and steam turbine generators. The Paulsboro refinery generation typically supplies approximately 90%about 57 MW of itsthe total 63 MW total refinery load. There are circumstances where available generation is greater than the total refinery load, through a combination of four generators with a nameplate capacity of 78 MW, in addition to a 30 MW gas turbine generator and two 15 MW steam turbine generators located atbut the Paulsboro refinery does not typically export power to the utility plant. In the event that Paulsboro requires additional electricity to operate the refinery,grid. If necessary, supplemental electrical power is available throughon a guaranteed basis from the local utility. The Paulsboro refinery is connected to the grid via three separate 69 KV69KV aerial feeders and has the ability to run entirely on imported power. Steam is primarily produced byin three boilers each with continuous rated capacity of 300,000-lb/hr at 900-psi. In addition, Paulsboro hasand a heat recovery steam generator andfed by the exhaust from the gas turbine. In addition, there are a number of waste heat boilers and furnace stack economizers throughout the refinery that supplement the steam generation capacity. Paulsboro’sThe Paulsboro refinery’s current hydrogen needs are primarily met by the hydrogen supply from the reformer. In addition, the refinery employshas available a standalone steam methane reformer that is capable of producing 10 MMSCFD of 99% pure hydrogen.reformer. This ancillary hydrogen plant is utilized as a back-up source of hydrogen for the refinery’s process units.
Toledo Refinery
The Toledo refinery is located on a 282-acre site near Toledo, Ohio, approximately 60 miles from Detroit. Major units at the Toledo refinery include a crude unit, an FCC unit, an alkylation unit, a hydrocracker and a UDEX unit. 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.
The following table approximates the Toledo refinery’s major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | ||
| Crude Distillation Unit | 170,000 | ||
| Fluid Catalytic Cracking Unit | 79,000 | ||
| Hydrotreating Units | 95,000 | ||
| Hydrocracking Unit | 45,000 | ||
| Catalytic Reforming Units | 45,000 | ||
| Alkylation Unit | 10,000 | ||
| Polymerization Unit | 7,000 | ||
| UDEX Unit | 16,300 | ||
Feedstocks and Supply Arrangements. We currently fully source our own crude oil needs for Toledo. Prior to July 31, 2014, we had a crude oil acquisition agreement with MSCG pursuant to which we directed MSCG to purchase crudeToledo primarily through short-term and other feedstocks for Toledo. MSCG purchased crudespot market agreements.
Refined Product Yield and feedstocks on the spot market. Accordingly, MSCG entered into, on our behalf, hedging arrangements to protect against changesDistribution. Toledo produces finished products, including gasoline, jet and ULSD, in prices between the time of purchase and the time of processing the feedstocks. In addition to procurement, MSCG arranged transportationa variety of high-value petrochemicals including benzene, toluene, xylene, nonene and insurance for the crude and feedstock supply and we paid MSCG a per barrel fee for their procurement and logistics services. We paid MSCG on a daily basis for the corresponding volume of crude or feedstocks two days after they were consumed in conjunction with the refining process.
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 transferredsold to PBFX in conjunction with its acquisition of the Toledo Storage Facility (as defined below) in December 2014.
Energy and Other Utilities. Under normal operating conditions, the Toledo refinery consumes approximately 17,00020,000 MMBTU per day of natural gas.gas supplied via pipeline from third parties. The Toledo refinery purchases its electricity from a local utilitythe PJM grid and has a long-term contract to purchase hydrogen and steam from a local third partythird-party supplier. In addition to the third partythird-party steam supplier, Toledo consumes a portion of the steam that is generated by its various process units.
Chalmette Refinery
Overview. The Chalmette refinery is located on a 400-acre site outside ofnear New Orleans, Louisiana. It is a dual-train coking refinery with a Nelson Complexity Index of 12.7 and is capable of processing both light and heavy crude oil thoughthrough its 189,000 bpd crude unitunits and downstream Coker, FCC and alkylation 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 loopLouisiana Offshore Oil Port facility through a third partythird-party pipeline. Chalmette Refining also owns 80% of each of the Collins Pipeline Company and T&M Terminal Company, both located in Collins, Mississippi, which provide a clean products outlet for the refinery to the Plantation and Colonial Pipelines. Also included in the acquisition areIn addition, there is also a marine terminal capable of importing waterborne feedstocks and loading or unloading finished products; a clean products truck rack which provides access to local markets; and a crude and product storage facility with approximately 7.5 million barrels of shell capacity.
The following table approximates the Chalmette refinery’s major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | ||
| Crude Distillation | 189,000 | ||
| Fluid Catalytic Cracking Unit | 72,000 | ||
| Hydrotreating Units | 186,000 | ||
| Delayed | 40,000 | ||
| Catalytic Reforming | 40,000 | ||
| Alkylation Unit | 15,000 | ||
Feedstocks and Supply Arrangements. In connection with We source our crude oil and feedstock needs for Chalmette through connections to the Chalmette Acquisition onCAM Pipeline and MOEM Pipeline as well as our marine terminal. On November 1, 2015, we assumedentered into a market-based crude supply arrangementagreement with PDVSAPetróleos de Venezuela S.A. (“PDVSA”) that has a ten yearten-year term with a renewal option for an additional five years, subject to certain early termination rights. The pricing for the crude supply is market based and is agreed
upon on a quarterly basis by both parties. Additionally, we obtainWe have not sourced crude and feedstocks from other sources through connectionsoil under this agreement since 2017 as PDVSA has suspended deliveries due to the CAMparties’ inability to agree to mutually acceptable payment terms and MOEM Pipelines as well as ship docksbecause of U.S. government sanctions against PDVSA.
Refined Product Yield and truck racks.
Tankage Capacity. Chalmette has a total tankage capacity of approximately 7.58.1 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 19,000 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 from a third-party supplier.
Coker Project: The Chalmette refinery restarted its idled 12,000 barrel per day coker unit in the fourth quarter of 2019 to capture the potential benefit of processing additional heavy and high-sulfur feedstocks. The unit has increased the refinery’s total coking capacity to approximately 40,000 barrels per day.
Torrance Refinery
Overview. The Torrance refinery is located on 750 acres in Torrance, California. It is a high-conversion crude, delayed-coking refinery capable of processing both heavy and medium crude oils through its crude unit and downstream units. In addition to refining assets, the Torrance refinery includes 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 oils directly from the field to the refinery. Additionally, included in the refinery are several pipelines which provide access to sources of waterborne crude oils 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.
The following table approximates the Torrance refinery’s major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | ||
| Crude Distillation Unit | 155,000 | ||
| Vacuum Distillation Unit | 102,000 | ||
| Fluid Catalytic Cracking Unit | 88,000 | ||
| Hydrotreating Units | 151,000 | ||
| Hydrocracking Unit | 23,000 | ||
| Alkylation Unit | 27,000 | ||
| Delayed Coking Unit | 53,000 | ||
Feedstocks and Supply Arrangements. The Torrance refinery primarily processes a variety of medium and heavy crude oils. On July 1, 2016, we entered into a crude supply agreement with Exxon Mobil Oil Corporation (“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 written notice of its intent to terminate the agreement. 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. On July 1, 2016, we entered into an offtake agreement with ExxonMobil pursuant to which ExxonMobil purchased up to 50% of our gasoline production. This offtake agreement had an initial term of three years and was not renewed upon expiration on July 1, 2019. 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. Torrance 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 5.46.5 million barrels allocated to intermediates and products.
Energy and Other Utilities. Under normal operating conditions, the ChalmetteTorrance refinery consumes approximately 30,00047,000 MMBTU per day of natural gas.gas supplied via pipeline from third parties. The ChalmetteTorrance refinery generates some power internally using a combination of steam and gas turbines and purchases its electricityany additional needed power from athe local utility andutility. The Torrance refinery has a long-term contract to purchase hydrogen and steam from a third partythird-party supplier.
Logistics Segment
We formed PBFX, a publicly traded master limited partnership,publicly-traded MLP, to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBFX’s operations are aggregated into the Logistics segment. PBFX engages in the receiving, handling, storage and transferring of crude oil, and the receipt, storage and delivery of crude oil, refined products, natural gas and intermediates from sources located throughout the United States and Canada for PBF Energy in support of our refineries.its refineries, as well as for third-party customers. A substantial majority of PBFX’s revenues is derived from long-term, fee-based commercial agreements with PBF Holding, which include minimum volume commitments for receiving, handling, storing and transferring crude oil, refined products and natural gas. PBFX’s third-party revenue is primarily derived from its third-party acquisitions. PBF Energy also has agreements with PBFX that establish fees for certain general and administrative services and operational and maintenance services provided by PBF Holding to PBFX. These transactions, other than those with third parties, are generated from agreements it has witheliminated by PBF Energy and its subsidiaries for such services. PBFX currently does not generate third party revenue and therefore intersegment related revenues are eliminatedPBF LLC in consolidation by PBF LLC. Prior to their acquisition by PBFX, PBFX’s assets were operated within the refining operationsconsolidation.
As of PBF Holding’s Delaware City and Toledo refineries. The assets did not generate third party or intra-entity revenue and were not considered to be a separate reportable segment.
December 31, 2019, PBFX’s assets consist of the following:
| Asset | Capacity | Products Handled | PBF Location Supported |
| Transportation and Terminaling | |||
| DCR Rail Facility (a)(b) | various throughput capacity (a) | Crude | Delaware City and Paulsboro refineries |
| Toledo Truck Terminal (b) | 22,500 bpd unloading capacity | Crude | Toledo Refinery |
| Toledo Storage Facility - propane loading facility (b) | 11,000 bpd throughput capacity | Propane | Toledo Refinery |
| DCR Products Pipeline (b)(c) | 125,000 bpd pipeline capacity | Refined products | Delaware City Refinery |
| DCR Truck Rack (b)(c) | 76,000 bpd throughput capacity | Gasoline, distillates and LPGs | Delaware City Refinery |
| East Coast Terminals | various throughput capacity and approximately 4.2 million barrel aggregate shell capacity | Refined products | Delaware City and Paulsboro refineries |
| Torrance Valley Pipeline (b) | 110,000 bpd pipeline capacity and approximately 700,000 barrel aggregate shell capacity (d) | Crude | Torrance Refinery |
| Paulsboro Natural Gas Pipeline (b) | 60,000 dth/d pipeline capacity | Natural gas | Paulsboro Refinery |
| Toledo Products Terminal | various throughput capacity and 110,000 barrel aggregate shell capacity | Refined products | Toledo Refinery |
| Knoxville Terminals | various throughput capacity and 520,000 barrel aggregate shell capacity | Gasoline, distillates and LPGs | Chalmette Refinery |
| Toledo Rail Products Facility (b)(e) | 16,000 bpd loading capacity | Crude, LPGs, gasoline and distillates | Toledo Refinery |
| Chalmette Truck Rack (b)(e) | 20,000 bpd loading capacity | Gasoline and distillates | Chalmette Refinery |
| Chalmette Rosin Yard (b)(e) | 17,000 bpd unloading capacity | LPGs | Chalmette Refinery |
| Paulsboro Lube Oil Terminal (b)(e) | various throughput capacity and 229,000 barrel aggregate shell capacity | Lubes | Paulsboro Refinery |
| Delaware Ethanol Storage Facility (b)(e) | various throughput capacity and 100,000 barrel aggregate shell capacity | Ethanol | Delaware City Refinery |
| Storage | |||
| Toledo Storage Facility (b) | approximately 3.9 million barrel aggregate shell capacity (f) | Crude, refined products and intermediates | Toledo Refinery |
| Chalmette Storage Tank | 625,000 barrel shell capacity | Crude | Chalmette Refinery |
| East Coast Storage Assets | approximately 4.0 million barrel aggregate shell capacity (g) and various throughput capacity | Crude, feedstock, asphalt and refined products | Delaware City and Paulsboro refineries |
| (a) | Included within the DCR Rail Facility are the DCR Rail Terminal, a rail unloading terminal with an unloading capacity of 130,000 bpd, and the DCR West Rack, an unloading facility with an unloading capacity of 40,000 bpd. |
| (b) | These assets represent the assets that PBFX acquired from PBF LLC. |
| (c) | The DCR Products Pipeline and DCR Truck Rack are collectively referred to as the “DCR Products Pipeline and Truck Rack.” |
| (d) | Includes storage capacity at the PBFX Midway, Emidio and Belridge stations. |
| (e) | These assets are collectively referred to as the “Development Assets”. |
| (f) | Of the approximately 3.9 million barrel aggregate shell capacity, approximately 1.3 million barrels are dedicated to crude and approximately 2.6 million barrels are allocated to refined products and intermediates. |
| (g) | Of the approximately 4.0 million barrel aggregate shell capacity, approximately 3.0 million barrels are dedicated to crude and feedstocks and approximately 1.0 million barrels are allocated to asphalt. |
Transactions with unloading capacity of 22,500 bpd.
PBFXOn May 14, 2014,April 24, 2019, PBFX completed its initial public offering of 15,812,500 common units (including 2,062,500 common units issuedentered into the TVPC Contribution Agreement, pursuant to the exercise of the underwriters’ over-allotment option).
On July 16, 2018, PBFX entered into four contribution agreements with PBF LLC, of $150.0 million consisting of $135.0 million of cash and $15.0 million of PBFX common units, or 620,935 common units (the “Toledo Storage Facility Acquisition”).
On February 15, 2017, PBFX entered into a contribution agreement (“the PNGPC Contribution Agreement”) between PBFX and PBF LLC. Pursuant to the PNGPC Contribution Agreement, PBF LLC contributed to PBFX’s wholly-owned subsidiary, PBFX Operating Company LLC (“PBFX Op Co”), all of the issued and outstanding limited liability company interests of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”). PNGPC owns and operates an existing interstate natural gas pipeline that originates in Delaware City Logistics CompanyCounty, Pennsylvania, at an interconnection with Texas Eastern pipeline that runs under the Delaware River and terminates at the delivery point to PBF Holding’s Paulsboro refinery, and is subject to regulation by the FERC. In connection with the PNGPC Contribution Agreement, PBFX constructed a new 24” pipeline to replace the existing pipeline, which commenced services in August 2017. In consideration for the PNGPC limited liability company interests, PBFX delivered to PBF LLC whose assets consist(i) an $11.6 million intercompany promissory note in favor of Paulsboro Refining, a wholly-owned subsidiary of PBF Holding, (ii) an expansion rights and right of first refusal agreement in favor of PBF LLC with respect to the Paulsboro Natural Gas Pipeline and (iii) an assignment and assumption agreement with respect to certain outstanding litigation involving PNGPC and the existing pipeline.
Effective February 2017, PBF Holding and PBFX Op Co entered into a ten-year storage services agreement under which PBFX, through PBFX Op Co, began providing storage services to PBF Holding commencing on November 1, 2017 upon the completion of the Delaware City Products Pipelineconstruction of a new crude tank with a shell capacity of 625,000 barrels at PBF Holding’s Chalmette refinery. PBFX Op Co and Truck Rack (collectively referredChalmette Refining have entered into a twenty-year lease for the premises upon which the tank is located and a project management agreement pursuant to aswhich Chalmette Refining managed the “Delaware City Products Pipelineconstruction of the tank.
In connection with the foregoing transactions and Truck Rack”),other transactions with PBFX, PBF Holding entered into commercial agreements with PBFX entities for total considerationthe provision of $143.0, consisting of $112.5 million of cash and $30.5 million of PBFX common units, or 1,288,420 common units. The Delaware City Products Pipeline is a 23.4 mile, 16-inch interstate petroleum products pipeline with capacity in excess of 125,000 bpd and the Delaware City Truck Rack is a 15-lane, 76,000 bpd truck loading rack.
services which require minimum monthly throughput volumes. Subsequent to the transactions described above, as of December 31, 2015,2019, PBF LLC holds a 53.7%48.2% limited partner interest in PBFX consisting of 2,572,94429,953,631 common units.
PBFX IDR Restructuring Agreement
On February 28, 2019, PBFX closed the IDR Restructuring Agreement with PBF GP, pursuant to which the IDRs held by PBF LLC were canceled and converted into 10,000,000 newly issued PBFX common units. Subsequent to the closing of the IDR Restructuring, no distributions were made to PBF LLC with respect to the IDRs and the newly issued PBFX common units and 15,886,553 subordinated units. PBF LLC also owns all of the incentive distribution rights and indirectly owns a non-economic general partner interest inare entitled to normal distributions by PBFX. The IDRs entitle PBF LLC to receive increasing percentages, up to a maximum of 50.0%, of the cash PBFX distributes from operating surplus in excess of $0.345 per unit per quarter.
“AB32” refers to the greenhouse gas emission control regulations in the state of California to comply with Assembly Bill 32.
“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 to an abbreviation for barrels per day.
“CAA” refers to the Clean Air Act.
“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.
“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 make various gradesthat approximates the per barrel refining margin resulting from processing two barrels of crude oil to produce one barrel of gasoline distillates (including diesel fuel,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 ULSD)one-half barrel of ULSD.
“Dated Brent” refers to Brent blend oil, a light, sweet North Sea crude oil, characterized by an 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” 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.
“FASB” refers to the Financial Accounting Standards Board which develops U.S. generally accepted accounting principles.
“FCC” refers to fluid catalytic cracking.
“feedstocks” refers to crude oil and partially refined petroleum products that are processed and blended into refined products.
“FERC” refers to the Federal Energy Regulatory Commission.
“GAAP” refers to U.S. generally accepted accounting principles developed by the Financial Accounting Standards Board for nongovernmental entities.
“GHG” refers to greenhouse 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.
“IDRs” refers to incentive distribution rights.
“IMO” refers to the International Maritime Organization.
“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.
“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” refers to the New York Mercantile Exchange.
“PADD” refers to Petroleum Administration for Defense Districts.
“Platts” refers to Platts, a division of The McGraw-Hill Companies.
“PPM” refers to parts per million.
“refined products” refers to petroleum products, such as gasoline, diesel and jet fuel, that are produced by a refinery.
“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.
“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.
“TCJA” refers to the U.S. government comprehensive tax legislation enacted on December 22, 2017 and commonly referred to as the Tax Cuts and Jobs Act.
“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,feedstocks.
Explanatory Note
This Annual Report on Form 10-K is filed by PBF Energy Inc. (“PBF Energy”) and blending components. We sell these products through our commercial accounts,PBF Energy Company LLC (“PBF LLC”). Each Registrant hereto is filing on its own behalf all of the information contained in this report that relates to such Registrant. Each Registrant hereto is not filing any information that does not relate to such Registrant, and sales with major oil companies. Fortherefore makes no representation as to any such information. PBF Energy is a holding company whose primary asset is an equity interest in PBF LLC. PBF Energy is the years ended December 31, 2015, 2014sole managing member of, and 2013, gasoline and distillates accounted for 88.0%, 86.0% and 88.6%owner of our revenues, respectively.
PART I
This Annual Report on Form 10-K is filed by PBF Energy and PBF LLC. Discussions or areas of this report that either apply only to PBF Energy or PBF LLC are clearly noted in such sections. Unless the context indicates otherwise, the terms “Company”, “we,” “us,” and “our” refer to both PBF Energy and PBF LLC and its consolidated subsidiaries, including PBF Holding Company LLC (“PBF Holding”), 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 Energy Western Region LLC (“PBF Western Region”), Torrance Refining Company LLC (“Torrance Refining”), Torrance Logistics Company LLC (“Torrance Logistics”), PBF Logistics GP LLC (“PBF GP”) and PBFX.
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, under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 to the extent such statements relate to the operations of an entity that is not a limited liability company or a partnership. You should read our forward-looking statements together with our disclosures under the heading: “Cautionary Statement for 10% or morethe Purpose of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.” 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.
7
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 total trade accounts receivable.
PBF Energy was formed on November 7, 2011 and is a holding company whose primary asset is a controlling equity interest in PBF LLC. We are the sole managing member of PBF LLC and operate and control all of the business and affairs of PBF LLC. We consolidate the financial results of PBF LLC and its subsidiaries and record a noncontrolling interest in our consolidated financial statements representing the economic interests of the members of PBF LLC other than PBF Energy. PBF LLC is a holding company for 29%the companies that directly or indirectly own and 10%operate our business. PBF Holding is a wholly-owned subsidiary of PBF LLC and is the parent company for our revenues, respectively.refining operations. PBF Energy, through its ownership of PBF LLC, also consolidates the financial results of PBFX and records a noncontrolling interest for the economic interests in PBFX held by the public common unitholders of PBFX.
On May 14, 2014, PBFX completed its initial public offering (the “PBFX Offering”). As of December 31, 2019, PBF LLC held a 48.2% limited partner interest (consisting of 29,953,631 common units) in PBFX, with the remaining 51.8% limited partner interest held by the public unitholders. PBF LLC also indirectly owns a non-economic general partner interest in PBFX through its wholly-owned subsidiary, PBF GP, the general partner of PBFX. On February 28, 2019, PBFX closed on the transaction contemplated by the Equity Restructuring Agreement (the “IDR Restructuring Agreement”) with PBF LLC and PBF GP, pursuant to which PBFX’s IDRs held by PBF LLC were canceled and converted into 10,000,000 newly issued PBFX common units (the “IDR Restructuring”). Prior to the IDR Restructuring, the IDRs entitled PBF LLC to receive increasing percentages, up to a maximum of 50.0%, of the cash PBFX distributed from operating resultssurplus in excess of $0.345 per unit per quarter. Subsequent to the closing of the IDR Restructuring, no distributions were made to PBF LLC with respect to the IDRs and the newly issued PBFX common units are mitigated throughentitled to normal distributions by PBFX.
The following map details the locations of our refineries and the location of PBFX’s assets as of December 31, 2019 (each as defined below):
Refining
As of December 31, 2019, our five refineries are located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, Chalmette, Louisiana and Torrance, California. 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) |
| Delaware City | East Coast | 11.3 | 190,000 | 1 | light sweet through heavy sour | water, rail |
| Paulsboro | East Coast | 13.2 | 180,000 | 1 | light sweet through heavy sour | water |
| Toledo | Mid-Continent | 9.2 | 170,000 | 2 | light sweet | pipeline, truck, rail |
| Chalmette | Gulf Coast | 12.7 | 189,000 | 3 | light sweet through heavy sour | water, pipeline |
| Torrance | West Coast | 14.9 | 155,000 | 5 | medium and heavy | pipeline, water, truck |
________
(1) Reflects the typical crude and feedstocks and related sources utilized under normal operating conditions and prevailing market environments.
Logistics
PBFX is a fee-based, growth-oriented, publicly-traded Delaware MLP 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, storage 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 its refineries, as well as for third-party customers. As of December 31, 2019, a substantial majority of PBFX’s revenues are derived from long-term, fee-based commercial agreements with us thatPBF Holding, which include minimum volume commitments.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 PBF Holding to PBFX. These transactions, other than those with third parties, are eliminated by us in consolidation.
On April 24, 2019, PBFX entered into a contribution agreement with PBF LLC (the “TVPC Contribution Agreement”), pursuant to which PBF LLC contributed to PBFX all of the issued and outstanding limited liability company interests of TVP Holding Company LLC (“TVP Holding”) for total consideration of $200.0 million (the “TVPC Acquisition”). Prior to the TVPC Acquisition, TVP Holding owned a 50% membership interest in the Torrance Valley Pipeline Company LLC (“TVPC”). Subsequent to the closing of the TVPC Acquisition on May 31, 2019, PBFX owns 100% of the membership interests in TVPC. The transaction was financed through a combination of proceeds from the 2019 Registered Direct Offering (as defined in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and borrowings under the PBFX five-year, $500.0 million amended and restated revolving credit facility (the “PBFX Revolving Credit Facility”).
See “Item 1A. Risk Factors” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.”
Recent Developments
Martinez Acquisition
On February 1, 2020, we acquired from Equilon Enterprises LLC d/b/a Shell Oil Products US (the "Seller"), the Martinez refinery and related logistics assets (collectively, the “Martinez Acquisition”), pursuant to a sale and purchase agreement dated June 11, 2019 (the “Sale and Purchase Agreement”). 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. The Martinez Acquisition further increases our total throughput capacity to over 1,000,000 bpd.
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.
The refining businesspurchase price for the Martinez Acquisition was $960.0 million plus approximately $230.0 million for estimated hydrocarbon inventory, which is very competitive. We compete directly with various other refining companiessubject to final valuation. In addition, PBF Holding also has an obligation to make certain post-closing payments to the Seller if certain conditions are met including earn-out payments based on certain earnings thresholds of the East and Gulf Coasts andMartinez refinery (as set forth in the Mid-Continent,Sale and Purchase Agreement), for a period of up to four years following the closing. The transaction was financed through a combination of cash on hand, including proceeds from our offering of the 2028 Senior Notes, and borrowings under our Revolving Credit Facility (both, as defined below).
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 reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any other materials filed with integrated oil companies, with foreign refiners that import products into(or furnished to) the United StatesU.S. Securities and with producersExchange Commission (“SEC”) by us are available on our website (under “Investors”) free of charge, soon after we file or furnish such material. In this same location, we also post our corporate governance guidelines, code of business conduct and marketers in other industries supplying alternative formsethics, and the charters of energy and fuels to satisfy the requirements of industrial, commercial and individual consumers. Somecommittees of our competitors have expandedboard of directors. These documents are available free of charge in print to any stockholder that makes a written request to the capacitySecretary, PBF Energy Inc., One Sylvan Way, Second Floor, Parsippany, New Jersey 07054.
The diagram below depicts our organizational structure as of theirDecember 31, 2019:
(1) On January 24, 2020, PBF Holding issued an aggregate $1.0 billion of 6.00% unsecured senior notes due 2028. A portion of the net proceeds from this offering were used to fully redeem the senior notes due 2023.
Operating Segments
We operate in two reportable business segments: Refining and Logistics. Our five oil refineries, and internationally new refineriesincluding certain related logistics assets that are coming on line which could also affect our competitive position.
Refining Segment
Subsequent to the Martinez Acquisition, we own and operate six refineries providing 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. Our refinery and HSE 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.
Delaware City Refinery
Overview. The Delaware City refinery is located on an approximately 2,270 employees. At Paulsboro, 2865,000-acre site, with access to waterborne cargoes and an extensive distribution network of our 454 employeespipelines, barges and tankers, truck and rail. Delaware City is a fully integrated operation that receives crude via rail at its crude unloading facilities, or ship or barge at its docks located on the Delaware River. The crude and other feedstocks are covered by a collective bargaining agreement.stored in an extensive tank farm prior to processing. In addition, 927there is a 15-lane, 76,000 bpd capacity truck loading rack (the “Truck Rack”) located adjacent to the refinery and a 23-mile interstate pipeline (the “DCR Products Pipeline”) that are used to distribute clean products. The DCR Products Pipeline and Truck Rack were sold to PBFX in May 2015.
As a result of our 1,584 employees atits configuration and process units, Delaware City Toledohas 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 Chalmette are covered by a collective bargaining agreement. Noneis one of our corporate employees are covered by a collective bargaining agreement. We consider our relations with the represented employees to be satisfactory. Atlargest and most complex refineries on the East Coast. The Delaware City Toledo and Chalmette, most hourly employees are covered by a collective bargaining agreement throughrefinery is one of two heavy crude coking refineries, the other being our Paulsboro refinery, on the East Coast of the United Steel Workers (“USW”). The agreementsStates with the USW coveringcoking capacity 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 cracking unit (“FCC unit”), 52,000 bpd fluid coking unit and Toledo are scheduled to expire in February 2018 while the agreement with the USW covering Chalmette is scheduled to21,000 bpd hydrocracking unit.
The following is a list of our executive officers as of February 29, 2016:table approximates the Delaware City refinery’s major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | ||
| Crude Distillation Unit | 190,000 | ||
| Vacuum Distillation Unit | 102,000 | ||
| Fluid Catalytic Cracking Unit | 82,000 | ||
| Hydrotreating Units | 160,000 | ||
| Hydrocracking Unit | 21,000 | ||
| Catalytic Reforming Unit | 43,000 | ||
| Benzene / Toluene Extraction Unit | 15,000 | ||
| Butane Isomerization Unit | 6,000 | ||
| Alkylation Unit | 11,000 | ||
| Polymerization Unit | 16,000 | ||
| Fluid Coking Unit | 52,000 | ||
Feedstocks and Supply Arrangements. We source our crude oil needs for Delaware City primarily through short-term and spot market agreements.
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.
Inventory Intermediation Agreement. On August 29, 2019, we entered into amended and restated inventory intermediation agreements with J. Aron, (as amended from time to time, the “Inventory Intermediation Agreements”), to support the operations of the Delaware City and Paulsboro refineries (the “East Coast Refineries”). The Inventory Intermediation Agreement by and among J. Aron, PBF Holding and DCR expires on June 30, 2021, which term may be further extended by mutual consent of the parties to June 30, 2022.
Pursuant to each Inventory Intermediation Agreement, J. Aron purchases and holds title to certain inventory, including crude oil, intermediate and certain finished products (the “J. Aron Products”), produced by the East Coast Refineries and delivered into the Company’s storage tanks at the Delaware City and Paulsboro refineries and at PBFX’s East Coast Storage Assets (collectively the “J. Aron Storage Tanks”). Furthermore, J. Aron agrees to sell the J. Aron Products back to the East Coast Refineries as the J. Aron Products are discharged out of our J. Aron Storage Tanks. At expiration, we will have to repurchase the inventories outstanding under the 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.
Energy and Other Utilities. Under normal operating conditions, the Delaware City refinery consumes approximately 75,000 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.
Hydrogen Plant Project. During 2018, we signed an agreement with a third-party for an additional supply of 25 million standard cubic feet per day of hydrogen from a new hydrogen generation facility constructed on site (the “Hydrogen Facility”), which is expected to be completed in the second quarter of 2020. Upon completion of the Hydrogen Facility, this additional hydrogen will provide additional complex crude and feedstock processing capabilities.
Paulsboro Refinery
Overview. The Paulsboro refinery is located on approximately 950 acres on the Delaware River in Paulsboro, New Jersey, near Philadelphia and approximately 30 miles away from Delaware City. Paulsboro receives crude and feedstocks via its marine terminal on the Delaware River. Paulsboro is one of two operating refineries on the East Coast with coking capacity, the other being our Delaware City refinery. The Paulsboro refinery primarily processes a variety of medium and heavy, sour crude oils but can run light, sweet crude oils as well.
The following table approximates the Paulsboro refinery’s major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | ||
| Crude Distillation Units | |||
| Fluid Catalytic Cracking Unit | |||
| Catalytic Reforming Unit | |||
| Lube Oil Processing Unit | |||
| Propane Deasphalting Unit | |||
Feedstocks and Supply Arrangements. 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 Paulsboro. The crude purchased under this contract is priced off the ASCI.
Refined Product Yield and Distribution. The Paulsboro refinery predominantly produces gasoline, diesel fuels and jet fuel and also manufactures Group I base oils or lubricants and asphalt. Products produced at the Paulsboro refinery are transferred to customers primarily through pipelines 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 under which we sell approximately 35% of our Paulsboro refinery’s gasoline production.
Inventory Intermediation Agreement. As discussed above under “Delaware City Refinery - Inventory Intermediation Agreement”, we currently have Inventory Intermediation Agreements with J. Aron to support the operations of the East Coast Refineries and facilitate the purchase and sale of certain crude and refined products amongst the parties. The Inventory Intermediation Agreement by and among J. Aron, PBF Holding and PRC expires on December 31, 2021, which term may be further extended by mutual consent of the parties to December 31, 2022. At expiration, we will be required to repurchase the inventories outstanding under the Inventory Intermediation Agreement at that time.
Tankage Capacity. 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 Paulsboro refinery consumes approximately 40,000 MMBTU per day of natural gas supplied via pipeline from third parties. The Paulsboro refinery is mostly self-sufficient for electrical power through a mix of gas and steam turbine generators. The Paulsboro refinery generation typically supplies about 57 MW of the total 63 MW total refinery load. There are circumstances where available generation is greater than the total refinery load, but the Paulsboro refinery does not typically export power to the utility grid. If necessary, supplemental electrical power is available on a guaranteed basis from the local utility. The Paulsboro refinery is connected to the grid via three separate 69KV aerial feeders and has the ability to run entirely on imported power. Steam is produced in three boilers and a heat recovery steam generator fed by the exhaust from the gas turbine. In addition, there are a number of waste heat boilers and furnace stack economizers throughout the refinery that supplement the steam generation capacity. The Paulsboro refinery’s current hydrogen needs are primarily met by the hydrogen supply from the reformer. In addition, the refinery has available a standalone steam methane reformer. This ancillary hydrogen plant is utilized as a back-up source of hydrogen for the refinery’s process units.
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) Patoka from the west 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.
The following table approximates the Toledo refinery’s major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | |||
| Crude Distillation Unit | ||||
| Hydrotreating Units | ||||
| Catalytic Reforming Units | ||||
| Polymerization Unit | ||||
Refined Product Yield and Distribution. Toledo produces finished products, including gasoline, jet and ULSD, in addition to a variety of high-value petrochemicals including benzene, toluene, xylene, nonene and tetramer. Toledo 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. 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’s gasoline and ULSD are distributed through various terminals in this network.
We have an agreement with Sunoco whereby Sunoco purchases gasoline and distillate products representing approximately one-third of the Board of Directors of PBF Energy since its formation in November 2011, served as Executive ChairmanToledo refinery’s gasoline and distillates production. The agreement had an initial three-year term, subject to certain early termination rights. In March 2019, the agreement was renewed and extended for a three-year term. We sell the bulk of the Board of Directors of PBF LLCpetrochemicals produced at the Toledo refinery through short-term contracts or on the spot market and its predecessors from March 2008 to February 2013, and was the Chief Executive Officer of PBF LLC and its predecessor from inception until June 2010. Mr. O’Malley also served as the Chairman of PBF Holding from April 2010 to June 2010 and from January 2011 to October 2012. Mr. O’Malley has also served as the Chairmanmajority of the Board of Directors of PBF GP since 2014. Hepetrochemical distribution is done via rail.
Tankage Capacity. The Toledo refinery has more than 30 years of experience in the refining industry. He served as Chairman of the Board of Petroplus Holdings A.G., listed on the Swiss Exchange, from May 2006 until February 2011, and was Chief Executive Officer from May 2006 until September 2007. Mr. O’Malley was Chairman of the Board of Premcor Inc. (“Premcor”), a domestic oil refiner and Fortune 250 company listed on the NYSE, from February 2002 until its sale to Valero in August 2005 and was Chief Executive Officer from February 2002 to January 2005. Before joining Premcor, Mr. O’Malley was Chairman and Chief Executive Officer of Tosco Corporation (“Tosco”). This Fortune 100 company, listed on the NYSE, was the largest independent oil refiner and marketer of oil products in the United States, with annualized revenuestotal storage capacity of approximately $25.0 billion when it merged4.5 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 Phillips Petroleum Company (“Phillips”)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 September 2001.
Energy and Other Utilities. Under normal operating conditions, the Toledo refinery consumes approximately 20,000 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, Toledo consumes a portion of the steam that is generated by its various process units.
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 189,000 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 and T&M Terminal Company, both located in various positions with ToscoCollins, Mississippi, which provide a clean products outlet for the refinery to the Plantation and its subsidiaries startingColonial Pipelines. In addition, there is also a marine terminal capable of importing waterborne feedstocks and loading or unloading finished products; a clean products truck rack which provides access to local markets; and a crude and product storage facility.
The following table approximates the Chalmette refinery’s major process unit capacities. Unit capacities are shown in April 1993.barrels per stream day.
| Refinery Units | Nameplate Capacity | ||
| Crude Distillation Units | 189,000 | ||
| Fluid Catalytic Cracking Unit | 72,000 | ||
| Hydrotreating Units | 186,000 | ||
| Delayed Coking Unit | 40,000 | ||
| Catalytic Reforming Unit | 40,000 | ||
| Alkylation Unit | 15,000 | ||
Feedstocks and Supply Arrangements. We source our crude oil and feedstock needs for Chalmette through connections to the CAM Pipeline and MOEM Pipeline as PBF Energy’s and our President since January 2015 and was PBF Energy’s and our Executive Vice President from April 2014 to December 2014. Mr. Lucey served as PBF Energy’s and our Senior Vice President, Chief Financial Officer from April 2010 to March 2014. Mr. Lucey joined uswell as our Vice President, Finance in April 2008. Prior thereto, Mr. Lucey servedmarine 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 is market based and is agreed upon on a quarterly basis by both parties. We have not sourced crude oil under this agreement since 2017 as a Managing DirectorPDVSA has suspended deliveries due to the parties’ inability to agree to mutually acceptable payment terms and because of M.E. Zukerman & Co., a New York-based private equity firm specializing in several sectorsU.S. government sanctions against PDVSA.
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 broader energy industry,Collins Pipeline and T&M Terminal provides Chalmette with strategic access to Southeast and East Coast markets through third-party logistics.
Tankage Capacity. Chalmette 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 19,000 MMBTU per day of natural gas supplied via pipeline from 2001third parties. The Chalmette refinery purchases its electricity from a local utility and has a long-term contract to 2008. Before joining M.E. Zukerman & Co., Mr. Lucey spent six yearspurchase hydrogen from a third-party supplier.
Coker Project: The Chalmette refinery restarted its idled 12,000 barrel per day coker unit in the banking industry.fourth quarter of 2019 to capture the potential benefit of processing additional heavy and high-sulfur feedstocks. The unit has increased the refinery’s total coking capacity to approximately 40,000 barrels per day.
Torrance Refinery
Overview. The Torrance refinery is located on 750 acres in Torrance, California. It is a high-conversion crude, delayed-coking refinery capable of processing both heavy and medium crude oils through its crude unit and downstream units. In addition to refining assets, the Torrance refinery includes 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 oils directly from the field to the refinery. Additionally, included in the refinery are several pipelines which provide access to sources of waterborne crude oils 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.
The following table approximates the Torrance refinery’s major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | ||
| Crude Distillation Unit | 155,000 | ||
| Vacuum Distillation Unit | 102,000 | ||
| Fluid Catalytic Cracking Unit | 88,000 | ||
| Hydrotreating Units | 151,000 | ||
| Hydrocracking Unit | 23,000 | ||
| Alkylation Unit | 27,000 | ||
| Delayed Coking Unit | 53,000 | ||
Tankage Capacity. Torrance has served as PBF Energy’sa 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 our President, Western Region since September 2015, and prior thereto as PBF products.
Energy and our Senior Vice President, General CounselOther Utilities. Under normal operating conditions, the Torrance refinery consumes approximately 47,000 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 Secretary since May 2010gas turbines and purchases any additional needed power from March 2008 until September 2009. Mr. Dill served as Senior Vice President, General Counselthe local utility. The Torrance refinery has a long-term contract to purchase hydrogen from a third-party supplier.
Logistics Segment
We formed PBFX, a publicly-traded MLP, to own or lease, operate, develop and Secretary for Maxum Petroleum, Inc., a national marketer and logistics company for petroleum products, from September 2009 to May 2010 and as Consulting General Counsel and Secretary for NTR Acquisition Co., a special purpose acquisition company focused on downstream energy opportunities, from April 2007 to February 2008. Previously he served as Vice President, General Counsel and Secretary at Neurogen Corporation, a drug discovery and development company, from March 2006 to December 2007. Mr. Dill has close to 20 years’ experience providing legal support to refining, transportation and marketing organizations in the petroleum industry, including positions at Premcor, ConocoPhillips, Tosco and Unocal Corporation.
As of January 1, 2011, we are required to complyDecember 31, 2019, PBFX’s assets consist of the following:
| Asset | Capacity | Products Handled | PBF Location Supported |
| Transportation and Terminaling | |||
| DCR Rail Facility (a)(b) | various throughput capacity (a) | Crude | Delaware City and Paulsboro refineries |
| Toledo Truck Terminal (b) | 22,500 bpd unloading capacity | Crude | Toledo Refinery |
| Toledo Storage Facility - propane loading facility (b) | 11,000 bpd throughput capacity | Propane | Toledo Refinery |
| DCR Products Pipeline (b)(c) | 125,000 bpd pipeline capacity | Refined products | Delaware City Refinery |
| DCR Truck Rack (b)(c) | 76,000 bpd throughput capacity | Gasoline, distillates and LPGs | Delaware City Refinery |
| East Coast Terminals | various throughput capacity and approximately 4.2 million barrel aggregate shell capacity | Refined products | Delaware City and Paulsboro refineries |
| Torrance Valley Pipeline (b) | 110,000 bpd pipeline capacity and approximately 700,000 barrel aggregate shell capacity (d) | Crude | Torrance Refinery |
| Paulsboro Natural Gas Pipeline (b) | 60,000 dth/d pipeline capacity | Natural gas | Paulsboro Refinery |
| Toledo Products Terminal | various throughput capacity and 110,000 barrel aggregate shell capacity | Refined products | Toledo Refinery |
| Knoxville Terminals | various throughput capacity and 520,000 barrel aggregate shell capacity | Gasoline, distillates and LPGs | Chalmette Refinery |
| Toledo Rail Products Facility (b)(e) | 16,000 bpd loading capacity | Crude, LPGs, gasoline and distillates | Toledo Refinery |
| Chalmette Truck Rack (b)(e) | 20,000 bpd loading capacity | Gasoline and distillates | Chalmette Refinery |
| Chalmette Rosin Yard (b)(e) | 17,000 bpd unloading capacity | LPGs | Chalmette Refinery |
| Paulsboro Lube Oil Terminal (b)(e) | various throughput capacity and 229,000 barrel aggregate shell capacity | Lubes | Paulsboro Refinery |
| Delaware Ethanol Storage Facility (b)(e) | various throughput capacity and 100,000 barrel aggregate shell capacity | Ethanol | Delaware City Refinery |
| Storage | |||
| Toledo Storage Facility (b) | approximately 3.9 million barrel aggregate shell capacity (f) | Crude, refined products and intermediates | Toledo Refinery |
| Chalmette Storage Tank | 625,000 barrel shell capacity | Crude | Chalmette Refinery |
| East Coast Storage Assets | approximately 4.0 million barrel aggregate shell capacity (g) and various throughput capacity | Crude, feedstock, asphalt and refined products | Delaware City and Paulsboro refineries |
___________________
| (a) | Included within the DCR Rail Facility are the DCR Rail Terminal, a rail unloading terminal with an unloading capacity of 130,000 bpd, and the DCR West Rack, an unloading facility with an unloading capacity of 40,000 bpd. |
| (b) | These assets represent the assets that PBFX acquired from PBF LLC. |
| (c) | The DCR Products Pipeline and DCR Truck Rack are collectively referred to as the “DCR Products Pipeline and Truck Rack.” |
| (d) | Includes storage capacity at the PBFX Midway, Emidio and Belridge stations. |
| (e) | These assets are collectively referred to as the “Development Assets”. |
| (f) | Of the approximately 3.9 million barrel aggregate shell capacity, approximately 1.3 million barrels are dedicated to crude and approximately 2.6 million barrels are allocated to refined products and intermediates. |
| (g) | Of the approximately 4.0 million barrel aggregate shell capacity, approximately 3.0 million barrels are dedicated to crude and feedstocks and approximately 1.0 million barrels are allocated to asphalt. |
Transactions with PBFX
Since the EPA’s Controlinception of Hazardous Air Pollutants From Mobile Sources, or MSAT2, regulations on gasoline that impose reductionsPBFX in 2014, PBF LLC and PBFX have entered into a series of drop-down transactions. Such transactions occurring in the benzene content of our produced gasoline. We purchase benzene creditsthree years ended December 31, 2019 are discussed below.
On April 24, 2019, PBFX entered into the TVPC Contribution Agreement, pursuant to meet these requirements. Our planned capital projects will reduce the amount of benzene credits that we needwhich PBF LLC contributed to purchase. In addition, the renewable fuel standards mandate the blending of prescribed percentages of renewable fuels (e.g., ethanol and biofuels) into our produced gasoline and diesel. These new requirements, other requirementsPBFX all of the CAAissued and other presentlyoutstanding limited liability company interests of TVP Holding for total consideration of $200.0 million in cash. Prior to the TVPC Acquisition, TVP Holding owned a 50% membership interest in TVPC. Subsequent to the closing of the TVPC Acquisition on May 31, 2019, PBFX owns 100% of the membership interests in TVPC. The transaction was financed through a combination of proceeds from the 2019 Registered Direct Offering (as defined in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and borrowings under the PBFX Revolving Credit Facility.
On July 16, 2018, PBFX entered into four contribution agreements with PBF LLC, pursuant to which PBF LLC contributed all of the issued and outstanding limited liability company interests of the Development Assets to PBFX effective July 31, 2018 (the “Development Assets Contribution Agreements”). In consideration for the Development Assets limited liability company interests, PBFX delivered to PBF LLC total consideration of $31.6 million consisting of 1,494,134 common units of PBFX.
On February 15, 2017, PBFX entered into a contribution agreement (“the PNGPC Contribution Agreement”) between PBFX and PBF LLC. Pursuant to the PNGPC Contribution Agreement, PBF LLC contributed to PBFX’s wholly-owned subsidiary, PBFX Operating Company LLC (“PBFX Op Co”), all of the issued and outstanding limited liability company interests of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”). PNGPC owns and operates an existing or future environmental regulations may cause usinterstate natural gas pipeline that originates in Delaware County, Pennsylvania, at an interconnection with Texas Eastern pipeline that runs under the Delaware River and terminates at the delivery point 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.
Effective February 2017, PBF Holding and PBFX Op Co entered into a ten-year storage services agreement under which PBFX, through PBFX Op Co, began providing storage services to PBF Holding commencing on November 1, 2017 upon the completion of the construction of a new crude tank with a shell capacity of 625,000 barrels at PBF Holding’s Chalmette refinery,refinery. PBFX Op Co and Chalmette Refining have entered into a twenty-year lease for the Company obtained $3.9 million in financial assurance (inpremises upon which the formtank is located and a project management agreement pursuant to which Chalmette Refining managed the construction of surety bond) to cover estimated potential site remediation costs associated with an agreed to Administrative Order of Consent with the EPA. The estimated cost assumes remedial activities will continue for a minimum of 30 years.tank.
In connection with the acquisitionforegoing transactions and other transactions with PBFX, PBF Holding entered into commercial agreements with PBFX entities for the provision of services which require minimum monthly throughput volumes. Subsequent to the transactions described above, as of December 31, 2019, PBF LLC holds a 48.2% limited partner interest in PBFX consisting of 29,953,631 common units.
PBFX IDR Restructuring Agreement
On February 28, 2019, PBFX closed the IDR Restructuring Agreement with PBF GP, pursuant to which the IDRs held by PBF LLC were canceled and converted into 10,000,000 newly issued PBFX common units. Subsequent to the closing of the Delaware City refinery, the prior owners remain responsible, subjectIDR Restructuring, no distributions were made to certain limitations, for certain environmental obligations including ongoing remediation of soil and groundwater contamination at the site. Further, in connection with the Delaware City and Paulsboro acquisitions, we purchased two individual ten-year, $75.0 million environmental insurance policies to insure against unknown environmental liabilities at each refinery. In connection with the acquisition of the Toledo refinery, the seller, subject to certain limitations, initially retains remediation obligations which will transition to us over a 20-year period. However, there can be no assurance that any available indemnity, self-guarantee or insurance will be sufficient to cover any ultimate environmental liabilities we may incurPBF LLC with respect to our refineries, which could be significant. In connection with the acquisition of the Chalmette refinery, the Company purchased a ten year, $100.0 million environmental insurance policy to insure against unknown environmental liabilities at the refinery.
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” refers to the greenhouse gas emission control regulations in the state of California to comply with Assembly Bill 32.
“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 at 1 atmosphere pressure.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 to an abbreviation for barrels per day.
“CAA” refers to the Clean Air Act.
“CAM Pipeline” or “CAM Connection Pipeline” refers to the Clovelly-Alliance-Meraux pipeline in Louisiana.
“CAPP”CARB”refers to the Canadian AssociationCalifornia Air Resources Board; gasoline and diesel fuel sold in the state of Petroleum Producers.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.
“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 refineryand 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.
“Dated Brent” refers to Brent blend oil, a light, sweet North Sea crude oil, characterized by an 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” 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 and cellulosic residues from crops or wood.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.
“FASB” refers to the Financial Accounting Standards Board which develops U.S. generally accepted accounting principles.
“FCC” refers to fluid catalytic cracking.
“feedstocks” refers to crude oil and partially refined petroleum products that are processed and blended into refined products.
“FCC”FERC” refers to fluid catalytic cracking.the Federal Energy Regulatory Commission.
“GAAP” refers to U.S. generally accepted accounting principles developed by the Financial Accounting Standards Board for nongovernmental entities.
“GHG” refers to greenhouse 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.
“IDRs” refers to incentive distribution rights.
“IMO” refers to the International Maritime Organization.
“IPO” refers to the initial public offering of PBF Energy’sEnergy 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.
“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 Refining, L.L.C. The MOEM Pipelinerefinery and transports Heavy Louisiana Sweet (HLS) and South Louisiana Intermediate (SLI) crude.
“MSCG”MW” refers to Morgan Stanley Capital Group Inc.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” refers to the New York Mercantile Exchange.
“PADD” refers to Petroleum Administration for Defense Districts.
“Platts” refers to Platts, a division of The McGraw-Hill Companies.
“PPM” refers to parts per million.
“refined products” refers to petroleum products, such as gasoline, diesel and jet fuel, that are produced by a refinery.
“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, Inc. (R&M).LLC.
“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.
“TCJA” refers to the U.S. government comprehensive tax legislation enacted on December 22, 2017 and commonly referred to as the Tax Cuts and Jobs Act.
“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 Energy Inc. (“PBF Energy”) and PBF Energy Company LLC (“PBF LLC”). Each Registrant hereto is filing on its own behalf all of the information contained in this report that relates to such Registrant. Each Registrant hereto is not filing any information that does not relate to such Registrant, and therefore makes no representation as to any such information. PBF Energy is a holding company whose primary asset is an equity interest in PBF LLC. PBF Energy is the sole managing member of, and owner of an equity interest representing approximately 99.0% of the outstanding economic interests in PBF LLC as of December 31, 2019. PBF Energy operates and controls all of the business and affairs and consolidates the financial results of PBF LLC and its subsidiaries. PBF LLC is a holding company for the companies that directly and indirectly own and operate the business. As of December 31, 2019, PBF LLC also holds a 48.2% limited partner interest and a non-economic general partner interest in PBF Logistics LP (“PBFX”), a publicly-traded MLP.
PART I
This Annual Report on Form 10-K is filed by PBF Energy and PBF LLC. Discussions or areas of this report that either apply only to PBF Energy or PBF LLC are clearly noted in such sections. Unless the context indicates otherwise, the terms “Company”, “we,” “us,” and “our” refer to both PBF Energy and PBF LLC and its consolidated subsidiaries, including PBF Holding Company LLC (“PBF Holding”), 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 Energy Western Region LLC (“PBF Western Region”), Torrance Refining Company LLC (“Torrance Refining”), Torrance Logistics Company LLC (“Torrance Logistics”), PBF Logistics GP LLC (“PBF GP”) and PBFX.
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, under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 to the extent such statements relate to the operations of an entity that is not a limited liability company or a partnership. You should read our forward-looking statements together with our disclosures under the heading: “Cautionary Statement for the Purpose of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.” 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, 2019, we own and operate five domestic oil refineries and related assets, which we acquired in 2010, 2011, 2015 and 2016. Our refineries have a combined processing capacity, known as throughput, of approximately 900,000 bpd, and a weighted-average Nelson Complexity Index of 12.2. We operate in two reportable business segments: Refining and Logistics.
PBF Energy was formed on November 7, 2011 and is a holding company whose primary asset is a controlling equity interest in PBF LLC. We are the sole managing member of PBF LLC and operate and control all of the business and affairs of PBF LLC. We consolidate the financial results of PBF LLC and its subsidiaries and record a noncontrolling interest in our consolidated financial statements representing the economic interests of the members of PBF LLC other than PBF Energy. PBF LLC is a holding company for the companies that directly or indirectly own and operate our business. PBF Holding is a wholly-owned subsidiary of PBF LLC and is the parent company for our refining operations. PBF Energy, through its ownership of PBF LLC, also consolidates the financial results of PBFX and records a noncontrolling interest for the economic interests in PBFX held by the public common unitholders of PBFX.
As of December 31, 2019, PBF Energy held 119,826,202 PBF LLC Series C Units and our current and former executive officers and directors and certain employees and others held 1,215,317 PBF LLC Series A Units (we refer to all of the holders of the PBF LLC Series A Units as “the members of PBF LLC other than PBF Energy”). As a result, the holders of PBF Energy’s issued and outstanding shares of its Class A common stock have approximately 99.0% 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 approximately 1.0% of the voting power in PBF Energy.
On May 14, 2014, PBFX completed its initial public offering (the “PBFX Offering”). As of December 31, 2019, PBF LLC held a 48.2% limited partner interest (consisting of 29,953,631 common units) in PBFX, with the remaining 51.8% limited partner interest held by the public unitholders. PBF LLC also indirectly owns a non-economic general partner interest in PBFX through its wholly-owned subsidiary, PBF GP, the general partner of PBFX. On February 28, 2019, PBFX closed on the transaction contemplated by the Equity Restructuring Agreement (the “IDR Restructuring Agreement”) with PBF LLC and PBF GP, pursuant to which PBFX’s IDRs held by PBF LLC were canceled and converted into 10,000,000 newly issued PBFX common units (the “IDR Restructuring”). Prior to the IDR Restructuring, the IDRs entitled PBF LLC to receive increasing percentages, up to a maximum of 50.0%, of the cash PBFX distributed from operating surplus in excess of $0.345 per unit per quarter. Subsequent to the closing of the IDR Restructuring, no distributions were made to PBF LLC with respect to the IDRs and the newly issued PBFX common units are entitled to normal distributions by PBFX.
The following map details the locations of our refineries and the location of PBFX’s assets as of December 31, 2019 (each as defined below):
Refining
As of December 31, 2019, our five refineries are located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, Chalmette, Louisiana and Torrance, California. 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) |
| Delaware City | East Coast | 11.3 | 190,000 | 1 | light sweet through heavy sour | water, rail |
| Paulsboro | East Coast | 13.2 | 180,000 | 1 | light sweet through heavy sour | water |
| Toledo | Mid-Continent | 9.2 | 170,000 | 2 | light sweet | pipeline, truck, rail |
| Chalmette | Gulf Coast | 12.7 | 189,000 | 3 | light sweet through heavy sour | water, pipeline |
| Torrance | West Coast | 14.9 | 155,000 | 5 | medium and heavy | pipeline, water, truck |
________
(1) Reflects the typical crude and feedstocks and related sources utilized under normal operating conditions and prevailing market environments.
Logistics
PBFX is a fee-based, growth-oriented, publicly-traded Delaware MLP 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, storage 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 its refineries, as well as for third-party customers. As of December 31, 2019, a substantial majority of PBFX’s revenues are derived from long-term, fee-based commercial agreements with PBF Holding, 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 PBF Holding to PBFX. These transactions, other than those with third parties, are eliminated by us in consolidation.
On April 24, 2019, PBFX entered into a contribution agreement with PBF LLC (the “TVPC Contribution Agreement”), pursuant to which PBF LLC contributed to PBFX all of the issued and outstanding limited liability company interests of TVP Holding Company LLC (“TVP Holding”) for total consideration of $200.0 million (the “TVPC Acquisition”). Prior to the TVPC Acquisition, TVP Holding owned a 50% membership interest in the Torrance Valley Pipeline Company LLC (“TVPC”). Subsequent to the closing of the TVPC Acquisition on May 31, 2019, PBFX owns 100% of the membership interests in TVPC. The transaction was financed through a combination of proceeds from the 2019 Registered Direct Offering (as defined in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and borrowings under the PBFX five-year, $500.0 million amended and restated revolving credit facility (the “PBFX Revolving Credit Facility”).
See “Item 1A. Risk Factors” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.”
Recent Developments
Martinez Acquisition
On February 1, 2020, we acquired from Equilon Enterprises LLC d/b/a Shell Oil Products US (the "Seller"), the Martinez refinery and related logistics assets (collectively, the “Martinez Acquisition”), pursuant to a sale and purchase agreement dated June 11, 2019 (the “Sale and Purchase Agreement”). 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. The Martinez Acquisition further increases our total throughput capacity to over 1,000,000 bpd.
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.
The purchase price for the Martinez Acquisition was $960.0 million plus approximately $230.0 million for estimated hydrocarbon inventory, which is subject to final valuation. In addition, PBF Holding also has an obligation to make certain post-closing payments to the Seller if certain conditions are met including earn-out payments 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 closing. The transaction was financed through a combination of cash on hand, including proceeds from our offering of the 2028 Senior Notes, and borrowings under our Revolving Credit Facility (both, as defined below).
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 reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any other materials filed with (or furnished to) the U.S. Securities and Exchange Commission (“SEC”) by us are available on our website (under “Investors”) free of charge, soon after we file or furnish such material. In this same location, we also post our corporate governance guidelines, code of business conduct and ethics, and the charters of the committees of our board of directors. These documents are available free of charge in print to any stockholder that makes a written request to the Secretary, PBF Energy Inc., One Sylvan Way, Second Floor, Parsippany, New Jersey 07054.
The diagram below depicts our organizational structure as of December 31, 2019:
(1) On January 24, 2020, PBF Holding issued an aggregate $1.0 billion of 6.00% unsecured senior notes due 2028. A portion of the net proceeds from this offering were used to fully redeem the senior notes due 2023.
Operating Segments
We operate in two reportable business segments: Refining and Logistics. Our five oil refineries, including certain related logistics assets that are not owned by PBFX, are engaged in the refining of crude oil and other feedstocks into petroleum products, and are aggregated into the Refining segment. PBFX operates certain logistics assets such as crude oil and refined petroleum products terminals, pipelines and storage facilities. Certain of PBFX’s assets were previously operated and owned by various subsidiaries of PBF Holding and were acquired by PBFX in a series of transactions since its inception. PBFX is reported in the Logistics segment. A substantial majority of PBFX’s revenues are derived from long-term, fee-based commercial agreements with PBF Holding and its subsidiaries and these intersegment related revenues are eliminated in consolidation. See “Note 21 - Segment Information” of our Notes to Consolidated Financial Statements, for detailed information on our operating results by business segment.
Refining Segment
Subsequent to the Martinez Acquisition, we own and operate six refineries providing 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. Our refinery assets as of December 31, 2019 are described below.
Delaware City 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. Delaware City is a fully integrated operation that receives crude via rail at its crude unloading facilities, or ship or barge at its docks 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 “Truck Rack”) located adjacent to the refinery and a 23-mile interstate pipeline (the “DCR Products Pipeline”) that are used to distribute clean products. The DCR Products Pipeline and Truck Rack were sold to PBFX in May 2015.
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 coking refineries, the other being our Paulsboro refinery, on the East Coast of the United States with coking capacity 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 cracking unit (“FCC unit”), 52,000 bpd fluid coking unit and 21,000 bpd hydrocracking unit.
The following table approximates the Delaware City refinery’s major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | ||
| Crude Distillation Unit | 190,000 | ||
| Vacuum Distillation Unit | 102,000 | ||
| Fluid Catalytic Cracking Unit | 82,000 | ||
| Hydrotreating Units | 160,000 | ||
| Hydrocracking Unit | 21,000 | ||
| Catalytic Reforming Unit | 43,000 | ||
| Benzene / Toluene Extraction Unit | 15,000 | ||
| Butane Isomerization Unit | 6,000 | ||
| Alkylation Unit | 11,000 | ||
| Polymerization Unit | 16,000 | ||
| Fluid Coking Unit | 52,000 | ||
Feedstocks and Supply Arrangements. We source our crude oil needs for Delaware City primarily through short-term and spot market agreements.
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.
Inventory Intermediation Agreement. On August 29, 2019, we entered into amended and restated inventory intermediation agreements with J. Aron, (as amended from time to time, the “Inventory Intermediation Agreements”), to support the operations of the Delaware City and Paulsboro refineries (the “East Coast Refineries”). The Inventory Intermediation Agreement by and among J. Aron, PBF Holding and DCR expires on June 30, 2021, which term may be further extended by mutual consent of the parties to June 30, 2022.
Pursuant to each Inventory Intermediation Agreement, J. Aron purchases and holds title to certain inventory, including crude oil, intermediate and certain finished products (the “J. Aron Products”), produced by the East Coast Refineries and delivered into the Company’s storage tanks at the Delaware City and Paulsboro refineries and at PBFX’s East Coast Storage Assets (collectively the “J. Aron Storage Tanks”). Furthermore, J. Aron agrees to sell the J. Aron Products back to the East Coast Refineries as the J. Aron Products are discharged out of our J. Aron Storage Tanks. At expiration, we will have to repurchase the inventories outstanding under the 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.
Energy and Other Utilities. Under normal operating conditions, the Delaware City refinery consumes approximately 75,000 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.
Hydrogen Plant Project. During 2018, we signed an agreement with a third-party for an additional supply of 25 million standard cubic feet per day of hydrogen from a new hydrogen generation facility constructed on site (the “Hydrogen Facility”), which is expected to be completed in the second quarter of 2020. Upon completion of the Hydrogen Facility, this additional hydrogen will provide additional complex crude and feedstock processing capabilities.
Paulsboro Refinery
Overview. The Paulsboro refinery is located on approximately 950 acres on the Delaware River in Paulsboro, New Jersey, near Philadelphia and approximately 30 miles away from Delaware City. Paulsboro receives crude and feedstocks via its marine terminal on the Delaware River. Paulsboro is one of two operating refineries on the East Coast with coking capacity, the other being our Delaware City refinery. The Paulsboro refinery primarily processes a variety of medium and heavy, sour crude oils but can run light, sweet crude oils as well.
The following table approximates the Paulsboro refinery’s major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | ||
| Crude Distillation Units | 168,000 | ||
| Vacuum Distillation Units | 83,000 | ||
| Fluid Catalytic Cracking Unit | 55,000 | ||
| Hydrotreating Units | 141,000 | ||
| Catalytic Reforming Unit | 32,000 | ||
| Alkylation Unit | 11,000 | ||
| Lube Oil Processing Unit | 12,000 | ||
| Delayed Coking Unit | 27,000 | ||
| Propane Deasphalting Unit | 11,000 | ||
Feedstocks and Supply Arrangements. 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 Paulsboro. The crude purchased under this contract is priced off the ASCI.
Refined Product Yield and Distribution. The Paulsboro refinery predominantly produces gasoline, diesel fuels and jet fuel and also manufactures Group I base oils or lubricants and asphalt. Products produced at the Paulsboro refinery are transferred to customers primarily through pipelines 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 under which we sell approximately 35% of our Paulsboro refinery’s gasoline production.
Inventory Intermediation Agreement. As discussed above under “Delaware City Refinery - Inventory Intermediation Agreement”, we currently have Inventory Intermediation Agreements with J. Aron to support the operations of the East Coast Refineries and facilitate the purchase and sale of certain crude and refined products amongst the parties. The Inventory Intermediation Agreement by and among J. Aron, PBF Holding and PRC expires on December 31, 2021, which term may be further extended by mutual consent of the parties to December 31, 2022. At expiration, we will be required to repurchase the inventories outstanding under the Inventory Intermediation Agreement at that time.
Tankage Capacity. 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 Paulsboro refinery consumes approximately 40,000 MMBTU per day of natural gas supplied via pipeline from third parties. The Paulsboro refinery is mostly self-sufficient for electrical power through a mix of gas and steam turbine generators. The Paulsboro refinery generation typically supplies about 57 MW of the total 63 MW total refinery load. There are circumstances where available generation is greater than the total refinery load, but the Paulsboro refinery does not typically export power to the utility grid. If necessary, supplemental electrical power is available on a guaranteed basis from the local utility. The Paulsboro refinery is connected to the grid via three separate 69KV aerial feeders and has the ability to run entirely on imported power. Steam is produced in three boilers and a heat recovery steam generator fed by the exhaust from the gas turbine. In addition, there are a number of waste heat boilers and furnace stack economizers throughout the refinery that supplement the steam generation capacity. The Paulsboro refinery’s current hydrogen needs are primarily met by the hydrogen supply from the reformer. In addition, the refinery has available a standalone steam methane reformer. This ancillary hydrogen plant is utilized as a back-up source of hydrogen for the refinery’s process units.
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) Patoka from the west 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.
The following table approximates the Toledo refinery’s major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | ||
| Crude Distillation Unit | 170,000 | ||
| Fluid Catalytic Cracking Unit | 79,000 | ||
| Hydrotreating Units | 95,000 | ||
| Hydrocracking Unit | 45,000 | ||
| Catalytic Reforming Units | 45,000 | ||
| Alkylation Unit | 10,000 | ||
| Polymerization Unit | 7,000 | ||
| UDEX Unit | 16,300 | ||
Feedstocks and Supply Arrangements. We source our crude oil needs for Toledo primarily through short-term and spot market agreements.
Refined Product Yield and Distribution. Toledo produces finished products, including gasoline, jet and ULSD, in addition to a variety of high-value petrochemicals including benzene, toluene, xylene, nonene and tetramer. Toledo 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. 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’s gasoline and ULSD are distributed through various 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, subject to certain early termination rights. In March 2019, the agreement was renewed and extended for a three-year term. 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 below) in December 2014.
Energy and Other Utilities. Under normal operating conditions, the Toledo refinery consumes approximately 20,000 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, Toledo consumes a portion of the steam that is generated by its various process units.
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 189,000 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 and T&M Terminal Company, 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; a clean products truck rack which provides access to local markets; and a crude and product storage facility.
The following table approximates the Chalmette refinery’s major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | ||
| Crude Distillation Units | 189,000 | ||
| Fluid Catalytic Cracking Unit | 72,000 | ||
| Hydrotreating Units | 186,000 | ||
| Delayed Coking Unit | 40,000 | ||
| Catalytic Reforming Unit | 40,000 | ||
| Alkylation Unit | 15,000 | ||
Feedstocks and Supply Arrangements. We source our crude oil and feedstock needs for Chalmette through connections to the CAM Pipeline and MOEM Pipeline 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 is market based and is agreed upon on a quarterly basis by both parties. We have not sourced crude oil under this agreement since 2017 as 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.
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 Pipeline and T&M Terminal provides Chalmette with strategic access to Southeast and East Coast markets through third-party logistics.
Tankage Capacity. Chalmette 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 19,000 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 from a third-party supplier.
Coker Project: The Chalmette refinery restarted its idled 12,000 barrel per day coker unit in the fourth quarter of 2019 to capture the potential benefit of processing additional heavy and high-sulfur feedstocks. The unit has increased the refinery’s total coking capacity to approximately 40,000 barrels per day.
Torrance Refinery
Overview. The Torrance refinery is located on 750 acres in Torrance, California. It is a high-conversion crude, delayed-coking refinery capable of processing both heavy and medium crude oils through its crude unit and downstream units. In addition to refining assets, the Torrance refinery includes 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 oils directly from the field to the refinery. Additionally, included in the refinery are several pipelines which provide access to sources of waterborne crude oils 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.
The following table approximates the Torrance refinery’s major process unit capacities. Unit capacities are shown in barrels per stream day.
| Refinery Units | Nameplate Capacity | ||
| Crude Distillation Unit | 155,000 | ||
| Vacuum Distillation Unit | 102,000 | ||
| Fluid Catalytic Cracking Unit | 88,000 | ||
| Hydrotreating Units | 151,000 | ||
| Hydrocracking Unit | 23,000 | ||
| Alkylation Unit | 27,000 | ||
| Delayed Coking Unit | 53,000 | ||
Feedstocks and Supply Arrangements. The Torrance refinery primarily processes a variety of medium and heavy crude oils. On July 1, 2016, we entered into a crude supply agreement with Exxon Mobil Oil Corporation (“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 written notice of its intent to terminate the agreement. 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. On July 1, 2016, we entered into an offtake agreement with ExxonMobil pursuant to which ExxonMobil purchased up to 50% of our gasoline production. This offtake agreement had an initial term of three years and was not renewed upon expiration on July 1, 2019. 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. Torrance 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 47,000 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.
Logistics Segment
We formed PBFX, a publicly-traded MLP, to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBFX’s operations are aggregated into the Logistics segment. 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 PBF Energy in support of its refineries, as well as for third-party customers. A substantial majority of PBFX’s revenues is derived from long-term, fee-based commercial agreements with PBF Holding, which include minimum volume commitments for receiving, handling, storing and transferring crude oil, refined products and natural gas. PBFX’s third-party revenue is primarily derived from its third-party acquisitions. PBF Energy also has agreements with PBFX that establish fees for certain general and administrative services and operational and maintenance services provided by PBF Holding to PBFX. These transactions, other than those with third parties, are eliminated by PBF Energy and PBF LLC in consolidation.
As of December 31, 2019, PBFX’s assets consist of the following:
| Asset | Capacity | Products Handled | PBF Location Supported |
| Transportation and Terminaling | |||
| DCR Rail Facility (a)(b) | various throughput capacity (a) | Crude | Delaware City and Paulsboro refineries |
| Toledo Truck Terminal (b) | 22,500 bpd unloading capacity | Crude | Toledo Refinery |
| Toledo Storage Facility - propane loading facility (b) | 11,000 bpd throughput capacity | Propane | Toledo Refinery |
| DCR Products Pipeline (b)(c) | 125,000 bpd pipeline capacity | Refined products | Delaware City Refinery |
| DCR Truck Rack (b)(c) | 76,000 bpd throughput capacity | Gasoline, distillates and LPGs | Delaware City Refinery |
| East Coast Terminals | various throughput capacity and approximately 4.2 million barrel aggregate shell capacity | Refined products | Delaware City and Paulsboro refineries |
| Torrance Valley Pipeline (b) | 110,000 bpd pipeline capacity and approximately 700,000 barrel aggregate shell capacity (d) | Crude | Torrance Refinery |
| Paulsboro Natural Gas Pipeline (b) | 60,000 dth/d pipeline capacity | Natural gas | Paulsboro Refinery |
| Toledo Products Terminal | various throughput capacity and 110,000 barrel aggregate shell capacity | Refined products | Toledo Refinery |
| Knoxville Terminals | various throughput capacity and 520,000 barrel aggregate shell capacity | Gasoline, distillates and LPGs | Chalmette Refinery |
| Toledo Rail Products Facility (b)(e) | 16,000 bpd loading capacity | Crude, LPGs, gasoline and distillates | Toledo Refinery |
| Chalmette Truck Rack (b)(e) | 20,000 bpd loading capacity | Gasoline and distillates | Chalmette Refinery |
| Chalmette Rosin Yard (b)(e) | 17,000 bpd unloading capacity | LPGs | Chalmette Refinery |
| Paulsboro Lube Oil Terminal (b)(e) | various throughput capacity and 229,000 barrel aggregate shell capacity | Lubes | Paulsboro Refinery |
| Delaware Ethanol Storage Facility (b)(e) | various throughput capacity and 100,000 barrel aggregate shell capacity | Ethanol | Delaware City Refinery |
| Storage | |||
| Toledo Storage Facility (b) | approximately 3.9 million barrel aggregate shell capacity (f) | Crude, refined products and intermediates | Toledo Refinery |
| Chalmette Storage Tank | 625,000 barrel shell capacity | Crude | Chalmette Refinery |
| East Coast Storage Assets | approximately 4.0 million barrel aggregate shell capacity (g) and various throughput capacity | Crude, feedstock, asphalt and refined products | Delaware City and Paulsboro refineries |
___________________
| (a) | Included within the DCR Rail Facility are the DCR Rail Terminal, a rail unloading terminal with an unloading capacity of 130,000 bpd, and the DCR West Rack, an unloading facility with an unloading capacity of 40,000 bpd. |
| (b) | These assets represent the assets that PBFX acquired from PBF LLC. |
| (c) | The DCR Products Pipeline and DCR Truck Rack are collectively referred to as the “DCR Products Pipeline and Truck Rack.” |
| (d) | Includes storage capacity at the PBFX Midway, Emidio and Belridge stations. |
| (e) | These assets are collectively referred to as the “Development Assets”. |
| (f) | Of the approximately 3.9 million barrel aggregate shell capacity, approximately 1.3 million barrels are dedicated to crude and approximately 2.6 million barrels are allocated to refined products and intermediates. |
| (g) | Of the approximately 4.0 million barrel aggregate shell capacity, approximately 3.0 million barrels are dedicated to crude and feedstocks and approximately 1.0 million barrels are allocated to asphalt. |
Transactions with PBFX
Since the inception of PBFX in 2014, PBF LLC and PBFX have entered into a series of drop-down transactions. Such transactions occurring in the three years ended December 31, 2019 are discussed below.
On April 24, 2019, PBFX entered into the TVPC Contribution Agreement, pursuant to which PBF LLC contributed to PBFX all of the issued and outstanding limited liability company interests of TVP Holding for total consideration of $200.0 million in cash. Prior to the TVPC Acquisition, TVP Holding owned a 50% membership interest in TVPC. Subsequent to the closing of the TVPC Acquisition on May 31, 2019, PBFX owns 100% of the membership interests in TVPC. The transaction was financed through a combination of proceeds from the 2019 Registered Direct Offering (as defined in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and borrowings under the PBFX Revolving Credit Facility.
On July 16, 2018, PBFX entered into four contribution agreements with PBF LLC, pursuant to which PBF LLC contributed all of the issued and outstanding limited liability company interests of the Development Assets to PBFX effective July 31, 2018 (the “Development Assets Contribution Agreements”). In consideration for the Development Assets limited liability company interests, PBFX delivered to PBF LLC total consideration of $31.6 million consisting of 1,494,134 common units of PBFX.
On February 15, 2017, PBFX entered into a contribution agreement (“the PNGPC Contribution Agreement”) between PBFX and PBF LLC. Pursuant to the PNGPC Contribution Agreement, PBF LLC contributed to PBFX’s wholly-owned subsidiary, PBFX Operating Company LLC (“PBFX Op Co”), all of the issued and outstanding limited liability company interests of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”). PNGPC owns and operates an existing interstate natural gas pipeline that originates in Delaware County, Pennsylvania, at an interconnection with Texas Eastern pipeline that runs under the Delaware River and terminates at the delivery point to PBF Holding’s Paulsboro refinery, and is subject to regulation by the FERC. In connection with the PNGPC Contribution Agreement, PBFX constructed a new 24” pipeline to replace the existing pipeline, which commenced services in August 2017. In consideration for the PNGPC limited liability company interests, PBFX delivered to PBF LLC (i) an $11.6 million intercompany promissory note in favor of Paulsboro Refining, a wholly-owned subsidiary of PBF Holding, (ii) an expansion rights and right of first refusal agreement in favor of PBF LLC with respect to the Paulsboro Natural Gas Pipeline and (iii) an assignment and assumption agreement with respect to certain outstanding litigation involving PNGPC and the existing pipeline.
Effective February 2017, PBF Holding and PBFX Op Co entered into a ten-year storage services agreement under which PBFX, through PBFX Op Co, began providing storage services to PBF Holding commencing on November 1, 2017 upon the completion of the construction of a new crude tank with a shell capacity of 625,000 barrels at PBF Holding’s Chalmette refinery. PBFX Op Co and Chalmette Refining have entered into a twenty-year lease for the premises upon which the tank is located and a project management agreement pursuant to which Chalmette Refining managed the construction of the tank.
In connection with the foregoing transactions and other transactions with PBFX, PBF Holding entered into commercial agreements with PBFX entities for the provision of services which require minimum monthly throughput volumes. Subsequent to the transactions described above, as of December 31, 2019, PBF LLC holds a 48.2% limited partner interest in PBFX consisting of 29,953,631 common units.
PBFX IDR Restructuring Agreement
On February 28, 2019, PBFX closed the IDR Restructuring Agreement with PBF GP, pursuant to which the IDRs held by PBF LLC were canceled and converted into 10,000,000 newly issued PBFX common units. Subsequent to the closing of the IDR Restructuring, no distributions were made to PBF LLC with respect to the IDRs and the newly issued PBFX common units are entitled to normal distributions by PBFX.
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, 2019, 2018 and 2017, gasoline and distillates accounted for 86.8%, 84.7% and 84.1% of our revenues, respectively.
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. However, we do have product offtake arrangements for a portion of our clean products. For the years ended December 31, 2019, 2018 and 2017, no single customer accounted for 10% or more of our revenues, respectively. As of December 31, 2019 and December 31, 2018, no single customer accounted for 10% or more of our total trade accounts receivable.
Seasonality
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. As a result, our operating results for the first and fourth calendar quarters may be lower than those for the second and third calendar quarters of each year. Refining margins remain volatile and our results of operations may not reflect these historical seasonal trends. Additionally, the degree of seasonality may differ by the geographic areas in which we operate. Most of the effects of seasonality on PBFX’s operating results are mitigated through fee-based commercial agreements with PBF Holding that include minimum volume commitments.
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.
Our complex refinery system and sourcing optionality may position us favorably to benefit from changes in certain market conditions and governmental or industry regulations, such as the recently instituted requirement from the IMO related 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.
Corporate Offices
We currently lease approximately 58,000 square feet for our principal corporate offices in Parsippany, New Jersey. The lease for our principal corporate offices expires in 2022. Functions performed in the Parsippany office include overall corporate management, refinery and HSE 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 4,000 square feet for our regional corporate office in Long Beach, California. The lease for our Long Beach office expires in 2021. Functions performed in the Long Beach office include overall regional corporate management, planning and strategy, commercial operations, logistics, contract administration, marketing and governmental affairs.
We lease approximately 5,000 square feet for our regional corporate office in The Woodlands, Texas. The lease for The Woodlands office expires in 2022. Functions performed in The Woodlands include pipeline control center operations and logistics operations, engineering and regulatory support functions.
Employees
As of December 31, 2019, we had approximately 3,442 employees, of which 1,713 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 | 414 | — | N/A | N/A | ||||
| Delaware City refinery | 558 | 377 | USW | January 2022 | ||||
| Paulsboro refinery | 486 | 294 | IOW | March 2022 | ||||
| Toledo refinery | 550 | 333 | USW | February 2022 | ||||
| Chalmette refinery | 612 | 301 | USW | January 2022 | ||||
| Torrance refinery | 616 | 311 12 | USW IBEW | January 2022 January 2022 | ||||
| Torrance logistics | 114 | 47 4 | USW USW | April 2021 January 2022 | ||||
| PBFX | 92 | 24 10 | USW-East Coast Storage Assets USW- East Coast Terminals | January 2022 April 2024 | ||||
| Total employees | 3,442 | 1,713 | ||||||
Information About Our Executive Officers
The following is a list of our executive officers as of February 20, 2020:
| Name | Age (as of December 31, 2019) | Position | ||
| Thomas J. Nimbley | 68 | Chief Executive Officer and Chairman of the Board of Directors | ||
| Matthew C. Lucey | 46 | President | ||
| Erik Young | 42 | Senior Vice President, Chief Financial Officer | ||
| Paul Davis | 57 | President, Western Region | ||
| Thomas L. O’Connor | 47 | Senior Vice President, Commercial | ||
| Herman Seedorf | 68 | Senior Vice President, Refining | ||
| Trecia Canty | 50 | Senior Vice President, General Counsel & Corporate Secretary | ||
Thomas J. Nimbley has served as our Chief Executive Officer since June 2010 and on our Board of Directors since October 2014. He has served as the Chairman of our Board since July 2016. He was our 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 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 our Vice President, Finance in April 2008. Mr. Lucey is also a director of certain of our 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.
Erik Young has served as our 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 our 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 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 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 Senior Vice President, Commercial since September 2015. Mr. O’Connor joined us 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 our 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.
Herman Seedorf has served as our Senior Vice President of Refining since May 2014. Mr. Seedorf originally joined us in February of 2011 as the Delaware City Refinery Plant Manager and served as Senior Vice President, Eastern Region Refining, from September 2013 to May 2014. Prior to 2011, Mr. Seedorf served as the refinery manager of the Wood River Refinery in Roxana, Illinois, and also as an officer of the joint venture between ConocoPhillips and Cenovus Energy Inc. Mr. Seedorf’s oversight responsibilities included the development and execution of the multi-billion dollar upgrade project which enabled the expanded processing of Canadian crude oils. He also served as the refinery manager of the Bayway Refinery in Linden, New Jersey for four years during the time period that it was an asset of Tosco. Mr. Seedorf began his career in the petroleum industry with Exxon Corporation in 1980.
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 our 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.
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.
We incorporate by reference into this Item the environmental disclosures contained in the following sections of this report:
•Item 1A. “Risk Factors”
◦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;
◦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 have capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate;
◦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;
◦Changes in laws or standards affecting the transportation of North American crude oil by rail could significantly impact our operations, and as a result cause our costs to increase.
◦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.
•Item 3. “Legal Proceedings”, and;
•Item 8. “Financial Statements and Supplementary Data”
◦Note 8 - Accrued Expenses,
◦Note 11 - Other Long-Term Liabilities and
◦Note 13 - Commitments and Contingencies
Applicable Federal and State Regulatory 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 13 - Commitments and Contingencies
26
ITEM 1A. RISK FACTORS
Risks Relating to Our Business and Industry
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. In that case, the valuetrading price of our membership interestsPBF Energy Class A common stock could decline.fall.
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 revenues, 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 petroleum 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, our earnings, profitability and cash flows are negatively affected. Refining margins historically 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.
In addition, the nature of our business requires us to maintain substantial crude oil, feedstock and refined product inventories. 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 chargeimpact to cost of sales.products and other. For example, during the year ended December 31, 2015, the Company2019, we recorded an adjustment to value itsour inventories to the lower of cost or market which decreased operatingincreased income from operations and net income by $427.2$250.2 million and $188.0 million, respectively, reflecting the net change in the lower of cost or marketLCM inventory reserve from $690.1$651.8 million at December 31, 20142018 to $1,117.3$401.6 million at December 31, 2015.2019.
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 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 cheaperless expensive than benchmark crude oils, such as the heavy, sour crude oils processed at our Delaware City, Paulsboro, Chalmette and ChalmetteTorrance refineries. For our Toledo refinery, historicallyaside from recent crude differential volatility, purchased crude prices have historically been slightly above the WTI benchmark, however, that premium to WTIsuch 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 Dated Brent/WTI or related differential narrows. For example, the WTI/WCS differential, a proxy for the difference between light U.S. and heavy Canadian crudes, has decreased from $19.45 per barrel in 2014 to $11.87 per barrel for the year ended December 31, 2015, however, this decrease may not be indicative of the differential going forward. Moreover, a furtherdifferentials narrow. A narrowing of the light-heavy differential may reduce our refining margins and adversely affect our profitability and earnings. In addition, while our Toledo refinery benefits from a widening of the WTI/Dated Brent/WTI differential, a narrowing of thisBrent 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. This applies as wellIn 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 East Coast strategy of delivering crude by rail, which has been unfavorably impacted by narrowing Dated Brent/WTI differentials during 2015refining margins and adversely affect our rail related commitments.profitability and earnings. Divergent views have been expressed as to the expected magnitude of changes to these crude differentials in future periods. Any furthercontinued or continuedfurther narrowing of these differentials 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 foursix 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 logisticallogistics 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. 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.
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.
In addition, due to the common carrier regulatory obligation applicable to interstate oil pipelines, capacity is proratedallocation among shippers in accordance with the tariff then in effectcan become contentious in the event there are nominationsdemand 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.
Regulation of emissions of greenhouse gases could force us to incur increased capital 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 CAA. 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 AB32). Efforts have also been undertaken to delay, limit or prohibit EPA and possibly state action to regulate GHG emissions, and it is not possible at this time to predict the ultimate form, timing or extent of federal or state regulation. In addition, it is currently uncertain how the current presidential administration or future administrations will address GHG emissions. 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. Such requirements also could adversely affect
demand for the refined petroleum products that we produce. Any increased costs or reduced demand could materially and adversely affect our business and results of operation.
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 requires the state to reduce its GHG emissions to 1990 levels by 2020. Additionally, 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 requires a 10% reduction in the carbon intensity of gasoline and diesel by 2020. 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.
We may not be able to successfully integrate the recently acquired Martinez Refinery into our business, or realize the anticipated benefits of this acquisition.
The integration of the recently acquired Martinez refinery into our operations may be a complex and time-consuming process that may not be successful. Even if we successfully integrate this business into our operations, there can be no assurance that we will realize the anticipated benefits and operating synergies. Our estimates regarding the earnings, operating cash flow, capital expenditures and liabilities resulting from this acquisition may prove to be incorrect. This acquisition involves risks, including:
unexpected losses of key employees, customers and suppliers of the acquired operations;
challenges in managing the increased scope, geographic diversity and complexity of our operations;
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.
In connection with the Martinez Acquisition, we did not have access to the type of historical financial information that we may require regarding the prior operation of the refinery. As a result, it may be difficult for investors to evaluate the probable impact of this acquisition on our financial performance until we have operated the acquired refinery for a substantial period of time.
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.
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, such as the Strengthening the Cybersecurity of Federal Networks and Critical Infrastructure executive order, 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.
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 NYMEX 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.
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 termlong-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 and Inventory Intermediation Agreements. We terminated our supply agreement with Statoil for our Delaware City refinery effective December 31, 2015 and our MSCG offtake agreements for our Paulsboro and Delaware City refineries effective July 1, 2013. Concurrent with the termination of our MSCG offtake agreements, we entered into Inventory Intermediation Agreements with J. Aron at our Paulsboro and Delaware City refineries. Pursuant to the Inventory Intermediation Agreements, J. Aron purchases and holds title to certain of the intermediate and finished products produced by the Delaware City and Paulsboro refineries and delivered into the tanks at the refineries (or at other locations outside of the refineries as agreed upon by both parties). Furthermore, J. Aron agrees to sell the intermediate and finished products back to us as they are discharged out of the refineries’ tanks (or other locations outside of the refineries as agreed upon by both parties). On May 29, 2015, PBF Holding entered into amended and restated inventory intermediation agreements with J. Aron pursuant to which certain terms of the existing inventory intermediation agreements were amended, including, among other things, pricing and an extension of the term for a period of two years from the original expiry date of July 1, 2015, subject to certain early termination rights. In addition, the A&R Intermediation Agreements include one-year renewal clauses by mutual consent of both parties. We market and sell the finished products independently to third parties.
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 A&RInventory Intermediation Agreements with J. Aron would require us to finance our refined products inventorythe J. Aron Products covered by the agreements at terms that may not be as favorable. Additionally, we are obligated to repurchase from J. Aron all volumes of products located at the refineries’ storage tanks (or at other locations outside of the refineries as agreed upon by both parties)J. Aron Products upon termination of these agreements, which may have a material adverse impact on our 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 support ongoing capital
expenditures for equipment maintenance and upgrades 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 acquisition,and Torrance acquisitions, we assumed certain significant environmental obligations, 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.Condition and Results of Operations.” Our liquidity condition will affect our ability to satisfy any and all of these needs or obligations.
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.
the fixed income markets have experienced periods of extreme volatility that have negatively impacted market liquidity conditions. 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, and the solvency of lending counterparties specifically,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.
Competition from companies who 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. 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.
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.
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. These agreements are predominantly scheduled to expire on various dates in 2021 and 2022 (See “Item 1. Business” - Employees). 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.
Any political instability, military strikes, sustained military campaigns, terrorist activity, or 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, or changes in foreign policy in areas or regions of the world where we acquire crude oil and other raw materials or sell our refined petroleum 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 subject to United States trade and economic sanctions laws, which change frequently as a result of foreign policy developments, and which may necessitate changes to our crude oil acquisition activities. Further, like other industrial companies, our facilities may be the target of terrorist activities.activities or subject to catastrophic events such as natural disasters and pandemic illness. Any act of war, terrorism, or terrorismother catastrophic events that resulted 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.
Economic turmoil in the global financial system has had and mayor an economic slowdown or recession in the future may have an adverse impact on the refining industry.
Our business and profitability are affected by the overall level of demand for our products, which in turn is affected by factors such as overall levels of economic activity and business and consumer confidence and spending. DeclinesIn the past, declines in global economic activity and consumer and business confidence and spending duringsignificantly reduced the recent global downturn significantly reducedlevel of demand for our products. In addition, macroeconomic trends, such as economic recession, inflation, unemployment and interest rates or unexpected catastrophic events such as natural disasters or pandemic illness, can affect the level of demand for our products. Reduced demand for our products has had and may continue to have an adverse impact on our business, financial condition, results of operations and cash flows. In addition, downturns in the economy impact the demand for refined fuels and, in turn, result in excess refining capacity. Refining margins are impacted by changes in domestic and global refining capacity, as increases in refining capacity can adversely impact refining margins, earnings and cash flows.
Our business is indirectly exposed to risks faced by our suppliers, customers and other business partners. The impact on these constituencies of the risks posed by economic turmoil in the global financial system have included or could include interruptions or delays in the performance by counterparties to our contracts, reductions and delays in customer purchases, delays in or the inability of customers to obtain financing to purchase our products and the inability of customers to pay for our products. Any of these events may have an adverse impact on our business, financial condition, results of operations and cash flows.
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)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.
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.
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.
Our commodity derivative activities could result in period-to-period earnings volatility.
We do not currently apply hedge accounting to allany 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 (i.e., gross margins) 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.
Our operations are subject to reduce the effect of commodity price, interest ratefederal, state and other risks associated with our business.
We cannot predict what additional environmental, health and safety legislation or the CFTC, has proposed rules to set position limits for certain futures and option contracts, and for swaps that are their economic equivalent,regulations may be adopted in the major energy markets. The legislationfuture, or how existing or future laws or regulations may also require us to complybe administered or interpreted with margin requirements and with certain clearing and trade-execution requirements if we do not satisfy certain specific exceptions. The legislation may also require the counterpartiesrespect to our derivatives contracts to transfer or assign someoperations. Many of their derivatives contracts to a separate entity, which may not be as creditworthy as the current counterparty. The legislationthese laws and any new regulations could significantly increasehave become increasingly stringent over time, and the cost of derivatives contracts (including throughcompliance with these requirements can be expected to post collateral), materially alterincrease over time.
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 termsfailure of derivatives contracts, reduceprior owners of our facilities to complete their clean-up obligations, the availability of derivativesliability to protect against risks we encounter, reduce our abilitythird parties for damage to monetizetheir property, or restructure our existing derivatives contracts,the need to address newly-discovered information or conditions that may require a response could be significant, and increase our exposure to less creditworthy counterparties. If we reduce our use of derivatives as a result of the legislation and regulations, our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures. Anypayment of these consequencesamounts could have a material adverse effect on us, our business, financial condition, cash flows 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.operations and impair our financial condition.
Financial Condition and Results of Operations—Contractual Obligations and Commitments” and “Item 1. Business—Environmental, Health and Safety Matters.”
We may also face liability arising from current or interrupted by a security breach, cyber-attack, fire, flood, power loss, telecommunications failurefuture claims alleging personal injury or similar event. We have a formal disaster recovery plan in place, but this plan may not prevent delaysproperty damage due to exposure to chemicals or other complications thatregulated materials, such as various perfluorinated compounds, including perfluorooctanoate, perfluorooctane sulfonate, perfluorohexane sulfonate, or other per-and polyfluoroalkyl substances, 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 arise from an information systems failure. Further,materially adversely affect our business, interruption insurance may not compensate us adequately for losses that may occur. Finally, federal legislation relating to cyber-security threats could impose additional requirements on our operations.financial condition, results of operations and cash flow.
Product liability claims and litigation could adversely affect our business and results of operations.
Product liability is a significant commercial risk. Substantial damage awards have been made in certain jurisdictions against manufacturers and resellers 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. Product liability claims against us could have a material adverse effect on our business or results of operations.
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 petroleum 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.
Renewable fuels mandates may reduce demand for the refined fuels we produce, which could have a material adverse effect on our results of operations and financial condition. 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 Renewable Fuel Standards, or RFS, implementing mandates to blend renewable fuels into the petroleum fuels produced and sold in the United States. Under RFS, the volume of renewable fuels that obligated refineries must blend into their finished petroleum fuels increases annually over time until 2022. 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. We incurred approximately $122.7 million in RINs costs during the year ended December 31, 2019 as compared to $143.9 million and $293.7 million during the years ended December 31, 2018 and 2017, 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.
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 (“DOT”), 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 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 Occupational Safety & Health Administration (“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 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.
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.
Changes in our credit profile could adversely affect our business.
Changes in our credit profile could affect the way crude oil 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 our 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.
Changes in laws or standards affecting the transportation of North American crude oil by rail could significantly impact our operations, and as a result cause our costs to increase.
Investigations into past rail accidents involving the transport of crude oil have prompted government agencies and other interested parties to call for increased regulation of the transport of crude oil by rail including in the areas of crude oil constituents, rail car design, routing of trains and other matters. Regulation governing shipments of petroleum crude oil by rail requires shippers to properly test and classify petroleum crude oil and further requires shippers to treat Class 3 petroleum crude oil transported by rail in tank cars as a Packing Group I or II hazardous material only, which creates further classification and testing requirements, along with more severe penalties for
violations. The DOT issued additional rules and regulations that require rail carriers to provide certain notifications to State agencies along routes utilized by trains over a certain length carrying crude oil, enhance safety training standards under the Rail Safety Improvement Act of 2008, require each railroad or contractor to develop and submit a training program to perform regular oversight and annual written reviews and establish enhanced tank car standards and operational controls for high-hazard flammable trains. These rules and any further changes in law, regulations or industry standards that require us to reduce the volatile or flammable constituents in crude oil that is transported by rail, alter the design or standards for rail cars we use, change the routing or scheduling of trains carrying crude oil, or any other changes that detrimentally affect the economics of delivering North American crude oil by rail to our, or subsequently to third-party, refineries, could increase our costs, which could have a material adverse effect on our financial condition, results of operations, cash flows and our ability to service our indebtedness.
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 liabilityliabilities under, or costs and capital expenditures to comply with, health, safety, environmental and healthother laws and safety 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.
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.
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 substantial indebtedness may significantly affect our financial flexibility in the future. As of December 31, 2015,2019, we have total long-term debt including the Delaware Economic Development Authority Loan and intercompany notes payable, of $1,881.6$2,097.3 million, excluding unamortized deferred debt issuance costs of $32.4 million and our PBF LLC Affiliate note payable with PBF Energy that eliminates in consolidation at the PBF Energy level, and we could incur an additional $980.8$1,673.5 million under our credit facilities. With the exception of the PBFX Senior Notes, (as defined below) allAs disclosed in “Note 25 - Subsequent Events” of our long-termNotes to Consolidated Financial Statements, we incurred additional debt is secured. Wein conjunction with the
issuance of an aggregate $1.0 billion of 6.00% senior unsecured notes due 2028 by PBF Holding in January 2020 (the “2028 Senior Notes”), and we may incur additional indebtedness in the future. Our strategy includesmay include executing future refinery and logistics acquisitions. Any significant acquisition would likely require us to incur additional indebtedness in order to finance all or a portion of such acquisition. The level of our indebtedness has several important consequences for our future operations, including that:
a significant 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 substantial indebtedness increases the risk that we may default on our debt obligations, certain of which contain cross-default and/or cross-acceleration provisions. We have significant principal payments due underOur, and our debt instruments. Our subsidiaries’, ability to meet theirfuture 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 substantial 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.
Despite our 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 substantial 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 anticipated debt levels, the substantial leverage risks described above would increase. Also, these restrictions do not prevent us from incurring obligations that do not constitute indebtedness.
Restrictive covenants in our debt instruments may limit our ability to undertake certain types of transactions.
Various covenants in our debt instruments and other financing arrangements may restrict our and our subsidiaries’ financial flexibility in a number of ways. Our indebtedness subjects us to significant financial and other restrictive covenants, including restrictions on our ability to incur additional indebtedness, place liens upon assets, pay dividends 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 these 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 they may not meet such tests.tests in the future.
Provisions in our indentures could discourage an acquisition of PBF Energy or us by a third party.third-party.
Certain provisions of our indentures could make it more difficult or more expensive for a third partythird-party to acquire us. Upon the occurrence of certain transactions constituting a “change inof control” as described in the Senior Secured Notes (as defined below) and PBFXindentures governing the 2025 Senior Notes (as defined below) indentures,, the 2028 Senior Notes and the PBFX 2023 Senior Notes (as defined below and in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations”), 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.
Our future credit ratings could adversely affect the cost of our borrowing as well as our ability to obtain credit in the future.
On January 24, 2020, PBF Holding issued the 2028 Senior Notes. The proceeds from this offering were used in part to subsequently redeem its outstanding 7.00% senior notes due 2023 (the “2023 Senior Notes”). The 2028 Senior Notes and our 7.25% senior notes due 2025 (the “2025 Senior Notes”) are rated B1 by Moody’s Investors Service Inc., BB by Standard & Poor’s Financial Services LLC, and BB by Fitch Ratings, Inc. Any adverse effect on our credit rating may increase our cost of borrowing or hinder our ability to raise financing in the capital markets, which would impair our ability to grow our business and make cash distributions to our shareholders.
The discontinuation of LIBOR, and the adoption of an alternative reference rate, may have a material adverse impact on our floating rate indebtedness and financing costs.
We are subject to interest rate risk on floating interest rate borrowings under PBF Holding’s asset-based revolving credit agreement (the “Revolving Credit Facility”), the PBFX Revolving Credit Facility and the PBF Rail Term Loan (as defined in “Note 9 - Credit Facilities and Debt” of our Notes to Consolidated Financial Statements). These borrowings have the optionality to use London Interbank Offering Rate (“LIBOR”) as a benchmark for establishing the interest rate. In July 2017, the Financial Conduct Authority (the regulatory authority over LIBOR) stated they will plan for a phase out of regulatory oversight of LIBOR after 2021 to allow for an orderly transition to an alternate reference rate. In the United States, the Alternative Reference Rates Committee (the working group formed to recommend an alternative rate to LIBOR) has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. There can be no guarantee that SOFR will become a widely accepted benchmark in place of LIBOR. Although the full impact of the transition away from LIBOR, including the discontinuance of LIBOR publication and the adoption of SOFR as the replacement rate for LIBOR, remains unclear, these changes may have an adverse impact on our floating rate indebtedness and financing costs.
Risks Related to Our Organizational Structure and PBF Energy Class A Common Stock
PBF Energy is the sole managing member of PBF LLC and its only material asset is its interest in PBF LLC. Accordingly, PBF Energy depends upon distributions from PBF LLC and its subsidiaries to pay its taxes, meet its other obligations and/or pay dividends in the future.
PBF Energy and PBF LLC are eachis a holding company and all of theirits operations are conducted through subsidiaries of PBF LLC. PBF Energy has no independent means of generating revenue and no material assets other than its ownership interest in PBF LLC. PBF Energy and PBF LLCWe depend on the earnings and cash flow of PBF LLC’sour subsidiaries to meet theirour obligations, including theirour indebtedness, tax liabilities and obligations to make payments under thea tax receivable agreement.agreement entered into with PBF LLC Series A and PBF LLC Series B unitholders (the “Tax Receivable Agreement”). If PBF Energy or PBF LLCwe do not receive such cash distributions, dividends or other payments from our subsidiaries, PBF Energy and PBF LLCwe may be unable to meet their obligations.our obligations and/or pay dividends.
PBF Energy, as the sole managing memberpartner of PBF LLC, may cause PBF LLC to make distributions to its members in an amount sufficient to enable itPBF Energy to cover all applicable taxes at assumed tax rates, to make payments owed by itPBF Energy under the tax receivable agreement,Tax Receivable Agreement, and to pay other obligations and dividends, if any, declared by PBF Energy. To the extent we need funds and any of our subsidiaries is restricted from making such distributions under applicable law or regulation or under the terms of our financing or other contractual arrangements, or is otherwise unable to provide such funds, such restrictions could materially adversely affect our liquidity and financial condition.
The PBF Holding asset based revolving credit agreement (the “Revolving Loan”), 8.25%Revolving Credit Facility, the 2028 Senior Secured Notes, due 2020 issued by PBF Holding in February 2012 (the “2020the 2025 Senior Secured Notes”), 7.00% Senior Secured Notes, due 2023 issued by PBF Holding in November 2015 (the “2023 Senior Secured Notes”, and together with the 2020 Senior Secures notes, the “Senior Secured Notes”), and certain of our other outstanding debt arrangements include a restricted payment covenant, which restricts the ability of PBF Holding to make distributions to us, and we anticipate our future debt will contain a similar restriction. PBFX’s five-year, $325.0 million senior secured revolving credit facility (the “PBFXPBFX Revolving Credit Facility”), PBFX’s three-year, $300.0 million term loan facility (the “PBFX Term Loan”)Facility and PBFX’s 6.875%indenture governing its PBFX 2023 Senior Notes due 2023 (the “PBFX Senior Notes”) also contain covenants that limit or restrict PBFX’s ability and the ability of its restricted subsidiaries to make distributions and other restricted payments and restrict PBFX’s ability to incur liens and enter into burdensome agreements.
In addition, there may be restrictions on payments by our subsidiaries under applicable laws, including laws that require companies to maintain minimum amounts of capital and to make payments to stockholders only from profits. For example, PBF Holding is 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, and PBFX is subject to a similar prohibition. As a result, we may be unable to obtain that cash to satisfy our obligations.
The rights of its limited liability company agreement. These amounts could be material to PBF LLC.
The interests of the other members of PBF LLC, which include current and former directors and officers, may not in all cases be aligned.aligned with PBF Energy Class A common stockholders’ interests. For example, these members may have different tax positions which could influence their positions, including regarding whether and when we dispose of assets and whether and when we incur new or refinance existing indebtedness, especially in light of the existence of the tax receivable agreement.Tax Receivable Agreement. In addition, the structuring of future transactions may take into consideration these tax or other considerations even where no similar benefit would accrue to PBF Energy Class A common stockholders or us. See “Certain Relationships and Related Transactions—IPO Related Agreements” in our 2020 Proxy Statement incorporated herein by reference.
Under a tax receivable agreement,the Tax Receivable Agreement, PBF Energy is required to pay the pre-IPO ownersformer and current holders of PBF LLC Series A Units and PBF LLC Series B Units for certain realized or assumed tax benefits PBF Energy may claim arising in connection with prior offerings and future exchanges of PBF LLC Series A Units for shares of its Class A common stock and related transactions. The indentureindentures governing the Senior Secured Notes allows us,senior notes allow PBF LLC, under certain circumstances, to make distributions sufficient for PBF Energy to pay its obligations arising fromobligation under the tax receivable agreement,Tax Receivable Agreement, and such amounts are expected to be substantial.
PBF Energy entered intois party to a tax receivable agreementTax Receivable Agreement that provides for the payment from time to time (“On-Going Payments”) by PBF Energy to the formercurrent and currentformer holders of PBF LLC Series A Units and PBF LLC Series B Units for certainof 85% of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) the increases in tax benefits it may claim arisingbasis resulting from its acquisitions of PBF LLC Series A Units, including such acquisitions in connection with its prior offerings or in the future and future exchanges of PBF LLC Series A Units for shares of(ii) certain other tax benefits related to its Class A common stock and related transactions, andentering into the amounts it may pay could be significant.
We expect that the indenture governing the Senior Secured Notes allows PBF Holding’s subsidiaries to make tax distributions (as defined in the indenture), and it is expectedpayments that PBF Energy’s share of these tax distributions will be in amounts sufficient to allow PBF Energy to make On-Going Payments. The indenture governing the Senior Secured Notes also allows PBF Holding 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 PBF Holding offers to purchase all of the Senior Secured 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 indenture governing the Senior Secured Notes are insufficient to satisfy its obligations under the tax receivable agreement, PBF Energy may cause us, or our subsidiaries, to make distributions in accordance with other provisionsunder the Tax Receivable Agreement will be substantial. As of December 31, 2019, PBF Energy has recognized a liability for the Tax Receivable Agreement of $373.5 million reflecting PBF Energy’s estimate of the indenture governing the Senior Secured Notes in orderundiscounted amounts that it expects to satisfy such obligations. In any case, based on our estimates of PBF Energy’s obligationspay under the tax receivable agreement the amount of our distributions on account of PBF Energy’s obligations under the tax receivable agreement are expected to be substantial.
circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreement for that taxable year because no benefit will have been actually realized. However, any tax benefits that do not result in realized benefits in a given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the Tax Receivable Agreement. The foregoing numbers are merely estimates—estimates based on assumptions that are subject to change due to various factors, including, among other factors, the timing of exchanges of PBF LLC Series A Units for shares of PBF Energy Class A common stock as contemplated by the Tax Receivable
Agreement, the price of PBF Energy Class A common stock at the time of such exchanges, the extent to which such exchanges are taxable, and the amount and timing of PBF Energy’s income. The actual payments under the Tax Receivable Agreement could differ materially. For example, itIt is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding Tax Receivable Agreement payments. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, (i) the payments under the Tax Receivable Agreement exceed the actual benefits PBF Energy realizes in respect of the tax attributes subject to the Tax Receivable Agreement, and/or (ii) distributions to PBF Energy by PBF LLC are not sufficient to permit PBF Energy, after it has paid its taxes and other obligations, to make payments under the Tax Receivable Agreement. The payments under the Tax Receivable Agreement are not conditioned upon any recipient’s continued ownership of us.
In certain cases, payments by PBF Energy under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits it realizes in respect of the tax attributes subject to the Tax Receivable Agreement. These provisions may deter a change in control of the Company.
The Tax Receivable Agreement provides that upon certain changes of control, or if, at any time, PBF Energy elects an early termination of the Tax Receivable Agreement, PBF Energy’s (or its successor’s) obligations with respect to exchanged or acquired PBF LLC Series A Units (whether exchanged or acquired before or after such transaction) would be based on certain assumptions, including (i) that PBF Energy would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the Tax Receivable Agreement and (ii) that the subsidiaries of PBF LLC will sell certain nonamortizable assets (and realize certain related tax benefits) no later than a specified date. Moreover, in each of these instances, PBF Energy would be required to make an immediate payment equal to the present value (at a discount rate equal to LIBOR plus 100 basis points) of the anticipated future tax benefits (based on the foregoing assumptions). Accordingly, payments under the Tax Receivable Agreement may be made years in advance of the actual realization, if any, of the anticipated future tax benefits and may be significantly greater than the actual benefits PBF Energy realizes in respect of the tax attributes subject to the Tax Receivable Agreement. Assuming that the market value of a share of PBF Energy Class A common stock equals $31.37 per share (the closing price on December 31, 2019) and that LIBOR were to be 1.85%, we estimate that, as of December 31, 2019 the aggregate amount of these accelerated payments would have been approximately $326.9 million if triggered immediately on such date. In these situations, PBF Energy’s obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity. PBF Energy may not be able to finance its obligations under the Tax Receivable Agreement and its existing indebtedness may limit its subsidiaries’ ability to make distributions to PBF Energy to pay these obligations. These provisions may deter a potential sale of our Company to a third-party and may otherwise make it less likely that a third-party would enter into a change of control transaction with us.
Moreover, payments under the tax receivable agreementTax Receivable Agreement will be based on the tax reporting positions that PBF Energy determines in accordance with the tax receivable agreement. NeitherTax Receivable Agreement. PBF Energy nor any of its subsidiaries will not be reimbursed for any payments previously made under the tax receivable agreementTax Receivable Agreement if the Internal Revenue Service subsequently disallows part or all of the tax benefits that gave rise to such prior payments. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement that are significantly in excess of the benefits that PBF Energy actually realized in respect of (i) the increases in tax basis resulting from our purchases or exchanges of PBF LLC Series A Units and (ii) certain other tax benefits related to PBF Energy entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement.
PBF Energy cannot assure you that it will continue to declare dividends or have the available cash to make dividend payments.
Although PBF Energy currently intends to continue to pay quarterly cash dividends on its Class A common stock, the declaration, amount and payment of any dividends will be at the sole discretion of our board of directors. PBF Energy is not obligated under any applicable laws, its governing documents or any contractual agreements with its existing and prior owners or otherwise to declare or pay any dividends or other distributions (other than the obligations of PBF LLC to make tax distributions to its members). Our board of directors may take into account, among other things, general economic conditions, our financial condition and operating results, our available cash
and current and anticipated cash needs, capital requirements, plans for expansion, including acquisitions, tax, legal, regulatory and contractual restrictions and implications, including under our subsidiaries’ outstanding debt documents, and such other factors as our board of directors may deem relevant in determining whether to declare or pay any dividend. Because PBF Energy is a holding company with no material assets (other than the equity interests of its direct subsidiary), its cash flow and ability to pay dividends is dependent upon the financial results and cash flows of its indirect subsidiaries PBF Holding and PBFX and their respective operating subsidiaries and the distribution or other payment of cash to it in the form of dividends or otherwise. The direct and indirect subsidiaries of PBF Energy are separate and distinct legal entities and have no obligation to make any funds available to it other than in the case of certain intercompany transactions. As a result, if PBF Energy does not declare or pay dividends you may not receive any return on an investment in PBF Energy Class A common stock unless you sell PBF Energy Class A common stock for a price greater than that which you paid for it.
Anti-takeover and certain other provisions in our certificate of incorporation and bylaws and Delaware law may discourage or delay a change in control.
Our certificate of incorporation and bylaws contain provisions which could make it more difficult for stockholders to effect certain corporate actions. Among other things, these provisions:
authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval;
prohibit stockholder action by written consent;
restrict certain business combinations with stockholders who obtain beneficial ownership of a certain percentage of our outstanding common stock;
provide that special meetings of stockholders may be called only by the chairman of the board of directors, the chief executive officer or the board of directors, and establish advance notice procedures for the nomination of candidates for election as directors or for proposing matters that can be acted upon at stockholder meetings; and
provide that our stockholders may only amend our bylaws with the approval of 75% or more of all of the outstanding shares of our capital stock entitled to vote.
These anti-takeover provisions and other provisions of Delaware law may have the effect of delaying or deterring a change of control of our company. Certain provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire. These provisions could limit the price that certain investors might be willing to pay in the future for shares of PBF Energy Class A common stock.
The market price of PBF Energy Class A common stock may be volatile, which could cause the value of your investment to decline.
The market price of PBF Energy Class A common stock may be highly volatile and could be subject to wide fluctuations due to a number of factors including:
variations in actual or anticipated operating results or dividends, if any, to stockholders;
changes in, or failure to meet, earnings estimates of securities analysts;
market conditions in the oil refining industry and volatility in commodity prices;
the impact of disruptions to crude or feedstock supply to any of our refineries, including disruptions due to problems with third-party logistics infrastructure;
litigation and government investigations;
the timing and announcement of any potential acquisitions and subsequent impact of any future acquisitions on our capital structure, financial condition or results of operations;
changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof;
general economic and stock market conditions; and
the availability for sale, or sales by PBF Energy or its senior management, of a significant number of shares of its Class A common stock in the public market.
In addition, the stock markets generally may experience significant volatility, often unrelated to the operating performance of the individual companies whose securities are publicly-traded. These and other factors may cause the market price of PBF Energy Class A common stock to decrease significantly, which in turn would adversely affect the value of your investment.
In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could significantly harm our profitability and reputation.
Risks Related to Our Ownership of 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, and 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 four refineries under long-term, fee-based commercial agreements with our subsidiaries. These commercial agreements have an initial term of approximately sevenranging from one to tenfifteen 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, and 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.
In addition, as of December 31, 2015,2019, PBF LLC owns 2,572,94429,953,631 common units and 15,886,553 subordinated units representing an aggregate 53.7%48.2% limited partner interest in PBFX, as well as all of the incentive distribution rights and a non-economic general partner interest in PBFX. The inability of PBFX to continue operations, perform under its commercial arrangements with our subsidiaries or the occurrence of any of these risks or operational hazards, could also adversely impact the value of our investment in PBFX and, because PBFX is a consolidated entity, our business, financial condition and results of operations.
The holders of limited liability company interests in PBF LLC, including PBF Energy, generally have to include for purposes of calculating their U.S. federal, state and local income taxes their share of any taxable income of PBF LLC, regardless of whether such holders receive cash distributions from PBF LLC. The members of PBF LLCEnergy ultimately may not receive cash distributions from PBF LLC equal to theirits share of the taxable income of PBF LLC or even equal to the actual tax due with respect to that income. For example, PBF LLC is required to include in taxable income PBF LLC’s allocable share of PBFX’s taxable income and gains (such share to be determined pursuant to the partnership agreement of PBFX), regardless of the amount of cash distributions received by PBF LLC from PBFX, and such taxable income and gains will flow-through to the membersPBF Energy to the extent of
to the membersPBF Energy on account of theirits indirect interest in PBFX may not be sufficient for any of the membersPBF Energy to pay the amount of taxes theyit will owe on account of its indirect interests in PBFX.
If PBFX was to be treated as a corporation, rather than as a partnership, for U.S. federal income tax purposes or if PBFX was otherwise subject to entity-level taxation, PBFX’s cash available for distribution to its unit holders,unitholders, including to us, would be reduced, likely causing a substantial reduction in the value of units, including the units held by us.
The present U.S. federal income tax treatment of publicly tradedpublicly-traded partnerships, including PBFX, or an investment in its common units may be modified by administrative, legislative or judicial interpretation at any time. For example, from time to time the U.S. Congress considers substantive changes to the existing federal income tax laws that would affect publicly tradedpublicly-traded partnerships. Any modification to the U.S. federal income tax laws and interpretations thereof may or may not be applied retroactively and could make it more difficult or impossible for PBFX to meet the exception to be treated as a partnership for U.S. federal income tax purposes. We are unable to predict whether any of these changes, or other proposals, will ultimately be enacted. Any such changes could negatively impact the value of an investment in PBFX common units.
If PBFX were treated as a corporation for U.S. federal income tax purposes, it would pay U.S. federal income tax on income at the corporate tax rate, which is currently a maximum of 35%,21% under the TCJA, and would likely be liable for state income tax at varying rates. Distributions to PBFX unitholders would generally be taxed again as corporate distributions, and no income, gains, losses, deductions or credits would flow through to PBFX unitholders. Because taxes would be imposed upon PBFX as a corporation, the cash available for distribution to PBFX unitholders would be substantially reduced. Therefore, PBFX’s treatment as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to PBFX unitholders, likely causing a substantial reduction in the value of the units.
All of the executive officers and a majority of the initial 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 initial directors of PBF GP are also current or former officers or a directordirectors 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 unit holders.unitholders. Conflicts of interest may arise between PBF Energy and its affiliates, including PBF GP, on the one hand, and PBFX and its unit holders,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. 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 unit holdersunitholders 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 July 24, 2013, the Delaware Department of Natural Resources and Environmental Control (“DNREC”)DNREC issued a Notice of Administrative Penalty Assessment and Secretary’s Order to Delaware City RefiningDCR for alleged air emission violations that occurred during the re-start of the refinery in 2011 and subsequent to the re-start. The penalty assessment seekssought $460,200 in penalties and $69,030 in cost recovery for DNREC’s expenses associated with investigation of the incidents. We disputePursuant to a settlement agreement entered into on or about July 11, 2019 by and between DCR and DNREC (“Settlement Agreement”), DCR resolved this and other Notices of Violation (“NOVs”) as well as potential claims available to DNREC for any noncompliance with air quality matters related to activities at the amountDelaware City refinery occurring between June 1, 2010 and October 31, 2018, including associated Title V Permit deviations and particulate matter emissions from certain coke management facilities. The Settlement Agreement provides for resolution of DNREC’s claims, a penalty payment by DCR of $950,000, and no admission of liability by DCR. The Settlement Agreement will also result in modification and reissuance by DNREC of certain air quality permits for the Delaware City refinery to resolve objections made by DCR to certain prior permit conditions. Testing of the penalty assessmentaforementioned coke management facilities was conducted in September 2019 and allegationsconfirmed compliance with operating permit limits.
The Delaware City refinery appealed a Notice of Penalty Assessment and Secretary’s Order issued in March 2017, including a $150,000 fine, alleging violation of a 2013 Secretary’s Order authorizing crude oil shipment by barge. DNREC asserted that the Delaware City refinery had violated the Secretary’s 2013 Order by allegedly failing to make timely and full disclosure to DNREC about the nature and extent of those shipments, and allegedly misrepresenting the number of shipments that went to other facilities. The Penalty Assessment and Secretary’s Order conclude that the 2013 Secretary’s Order was violated by the refinery by shipping crude oil from the Delaware City terminal to three locations other than the Paulsboro refinery, on 15 days in 2014, making a total of 17 separate barge shipments containing approximately 35.7 million gallons of crude oil in total. On April 28, 2017, the Delaware City refinery appealed the Notice of Penalty Assessment and Secretary’s Order. On March 5, 2018, Notice of Penalty Assessment was settled by DNREC, the Delaware Attorney General and Delaware City refinery for $100,000. The Delaware City refinery made no admissions with respect to the alleged violations and agreed to request a Coastal Zone Act status decision prior to making crude oil shipments to destinations other than Paulsboro. The Delaware City refinery has paid the penalty. The Coastal Zone Act status decision request was submitted to DNREC and the outstanding appeal was withdrawn as required under settlement agreement. DNREC has confirmed that Delaware City Refining Company has fully satisfied its obligations under the agreement, and therefore that the resolution of liability provided under the agreement has taken effect.
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 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 order,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 have filed a joint motion with the Coastal Zone Board, requesting that the 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. That joint motion remains pending before the Coastal Zone Board.
At the time we acquired the Toledo refinery, EPA had initiated an investigation pursuant to Section 114 of the CAA into the compliance of the refinery with CAA standards, including those governing flaring. On February 1, 2013, EPA issued an amended NOV, and on September 20, 2013, EPA issued a NOV and Finding of Violation to Toledo refinery, alleging certain violations of the CAA at its Plant 4 and Plant 9 flares since the acquisition of the refinery on March 1, 2011. Following settlement discussions, this enforcement action has been resolved. On August 21, 2019, the United States District Court for the Northern District of Ohio entered a consent decree executed by Toledo refinery, EPA and the U.S. Department of Justice. The consent decree included flare emission reduction and controls, enhancements to the existing leak detection and repair program, a civil administrative penalty of $418,300, and a commitment of $150,000 to support implementation of community-based supplemental environmental projects. In the context of resolving the terms of this consent decree, Toledo refinery also agreed to pay EPA and the State of Ohio certain stipulated penalties of $76,700 related to the termination of an historical consent decree.
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, $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 Southern California Air Quality Management District (“SCAQMD”) and the Division of Occupational Safety and Health of the State of California (“Cal/OSHA”).
Subsequent to the acquisition, further NOVs were issued by the SCAQMD, Cal/OSHA, 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 Risk Management Plan (“RMP”) inspection following the acquisition related to Torrance operations and issued preliminary findings in March 2017 concerning RMP potential operational violations. Since EPA’s issuance of the preliminary findings in March 2017, we have been in substantive discussions to resolve the preliminary findings. Effective January 9, 2020, we and EPA entered into a Consent Agreement and Final Order (“CAFO”), effective as of January 9, 2020, which contains no admission by us for any alleged violations in the CAFO, includes a release from all alleged violations in the CAFO, requires payment of a penalty of $125,000 and the implementation of a supplemental environmental project (“SEP”) of at least $219,000 that must be completed by December 15, 2021. The SEP will consist of configuring the northeast fire water monitor to automatically deploy water upon detection of a release.
EPA and the California Department of Toxic Substances Control (“DTSC”) in December 2016 conducted a Resource 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. On June 14, 2018, the Torrance refinery and DTSC reached settlement regarding the oil bearing 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 General for final resolution. The Torrance refinery and the California Attorney General are in discussions to resolve these alleged remaining RCRA violations.
On September 3, 2019, we received a letter from the SCAQMD proposing to settle a NOV relating to Title V deviations alleged to have occurred in the second half of 2016 for $465,000. We are currently in communication with DNRECthe SCAQMD to resolve the assessment. It is possible that DNREC will assessNOV.
During 2018, EPA conducted certain evaluations of the ambient air in the vicinity of one of PBFX’s petroleum terminals. PBFX and EPA agreed to resolve EPA’s allegations through execution of an Administrative Consent Order (the “ACO”). The ACO, effective on November 13, 2019, provides for PBFX to make a civil penalty in this matterpayment of $226,235, and commit to certain injunctive relief, notably including the installation and operation of a thermal oxidizer to reduce the emissions to the atmosphere of volatile organic compound emissions collected from certain existing tanks. Pursuant to the terms of the ACO, PBFX does not admit the factual or legal allegations, nor any liability for noncompliance as alleged by EPA.
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 behave a material impact on our financial position, results of operations or cash flows, individually or in the aggregate.
On December 5, 1990, prior to our ownership of the Chalmette refinery, the plaintiff in Adam Thomas, et al. v. Exxon Mobil Corporation and Chalmette Refining, L.L.C., filed an action on behalf of himself and potentially thousands of other individuals in St. Bernard Parish and Orleans Parish who were allegedly exposed to hydrogen sulfide and sulfur dioxide as a result of more than 100 separate flaring events that occurred between 1989 and 2010. This litigation is proceeding as a mass action with individually named plaintiffs as a result of a 2008 trial court decision, affirmed by the court of appeals that denied class certification. The plaintiffs claim to have suffered physical injuries, property damage, and other damages as a result of the releases. Plaintiffs seek to recover unspecified compensatory and punitive damages, interest, and costs. The Court had scheduled an October 2019 mini-trial of up to 10 plaintiffs, relating to as many as 5 separate flaring events that occurred between 2002 and 2007. However, on October 9, 2019, the parties reached an agreement in principle to settle this matter, which is expected to result in the dismissal with prejudice of all outstanding claims. Although the settlement resolution has not been finalized, we presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.
On February 17, 2017, in Arnold Goldstein, et al. v. Exxon Mobil Corporation, et al., we and PBF LLC, and our subsidiaries, PBF Western Region and Torrance Refining and the manager of our Torrance refinery along with ExxonMobil 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 (the “Court”) and alleges negligence, strict liability, ultrahazardous 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 Company.ESP explosion, ExxonMobil has 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’ to file a Second Amended Complaint alleging groundwater contamination. With the filing of the Second Amended Complaint, Plaintiffs’ added an additional plaintiff. On March 18, 2019, the class certification hearing was held and the judge took the matter under submission. On April 1, 2019, the judge issued an order denying class certification. On April 15, 2019, Plaintiffs filed a Petition with the Ninth Circuit for Permission to Appeal the Order Denying Motion for Class Certification. The appeal is currently pending with the Ninth Circuit. On May 3, 2019, Plaintiffs filed a Motion with the Central District Court for Leave to File a Renewed Motion for Class Certification. On May 22, 2019, the judge granted Plaintiffs’ motion. We filed our opposition to the motion on July 29, 2019. The Plaintiffs’ motion was heard on September 23, 2019. On October 15, 2019, the judge granted certification to two limited classes of property owners, 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. We presently believe the outcome will not have a material impact on our financial position, results of operations or cash flows.
On September 18, 2018, in Michelle Kendig and Jim Kendig, et al. v. ExxonMobil Oil Corporation, et al., PBF Energy Limited and Torrance Refining along with ExxonMobil and ExxonMobil Pipeline Company were named as defendants in a class action and representative action complaint filed on behalf of NovemberMichelle Kendig, Jim Kendig and others similarly situated. The complaint was filed in the Superior Court of the State of California, County of Los Angeles and alleges failure to authorize and permit uninterrupted rest and meal periods, failure to furnish accurate wage statements, violation of the Private Attorneys General Act and violation of the California Unfair Business and Competition Law. Plaintiffs seek to recover unspecified economic damages, statutory damages, civil penalties provided by statute, disgorgement of profits, injunctive relief, declaratory relief, interest, attorney’s fees and costs. To the extent that plaintiffs’ claims accrued prior to July 1, 2015,2016, ExxonMobil has retained responsibility for any liabilities that would arise from the lawsuit pursuant to the agreement relating to the acquisition of the Torrance refinery and logistics assets. On October 26, 2018, the matter was removed to the Federal Court, California Central District. A mediation hearing between the parties was held on August 23, 2019. From the mediation hearing, the parties have reached a tentative agreement in principle to settle. Although the settlement resolution has not been finalized, we presently believe the outcome 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. v. PBF Consultants, LLC, etal., the Plaintiff filed an action in the 19th Judicial District Court for the Parish of East Baton Rouge, alleges numerous causes of action, including wrongful death, premises liability, negligence, and gross negligence against PBF Holding, PBFX Operating Company acquiredLLC, Chalmette Refining, whichtwo individual employees of the Chalmette refinery (the “PBF Defendants”), two entities, PBF Consultants, LLC (“PBF Consultants”) 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 performing clay removal work activities inside a clay treating vessel located at the Chalmette refinery. Plaintiff seeks 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 Defendants have issued a tender of defense and indemnity to Clean Harbors and its insurer pursuant to indemnity obligations contained in discussions with the Louisiana Departmentassociated services agreement. On September 25, 2018, the PBF Defendants filed an answer in the state court action denying the allegations. On October 10, 2018, the PBF Defendants filed to remove the case to the United States District Court for the Middle District of Environmental Quality (“LDEQ”)Louisiana. On November 9, 2018, Plaintiff filed a motion to resolve self-reported deviations from refinery operations relatingremand the matter back to certain Clean Air Act Title V permit conditions, limitsstate court and other requirements. LDEQ commenced an enforcement action against Chalmette Refiningthe PBF Defendants filed a response on November 14, 2014 by issuing30, 2018. On December 21, 2018, Plaintiff filed a Consolidated Compliance Ordermotion for leave to file a reply memorandum and Notice of Potential Penalty (the “Order”) covering deviations from 2009the reply memorandum was filed December 27, 2018. On April 15, 2019 the Federal Magistrate Judge filed a Report and 2010. Chalmette RefiningRecommendation denying Plaintiff’s motion to remand and LDEQ subsequently entered into a dispute resolution agreement,dismissing without prejudice the enforcement of whichclaims against John Sprafka, Wayne LaCombe, PBF Consultants and PBF Investments. On June 24, 2019, the Federal Judge adopted the Magistrate Judge’s Report and Recommendation denying Plaintiff’s motion to remand and dismissing without prejudice the claims against John Sprafka, Wayne LaCombe, PBF Consultants and PBF Investments. Discovery has been suspended while negotiations are ongoing, which may includeserved by the parties. We cannot currently estimate the amount or the timing of the resolution of deviations outsidethis matter. We presently believe the periods coveredoutcome will not have a material impact on our financial position, results of operations or cash flows.
In Varga, Sabrina, et al., v. CRU Railcar Services, LLC, et al., PBF Holding and other of our entities were named as defendants along with CRU Railcar Services, LLC (“CRU”) in a lawsuit arising from a railcar explosion that occurred while CRU employees were cleaning a railcar owned by us. The initial lawsuit alleged that an employee of CRU was fatally injured as a result of the explosion. On July 5, 2019, a petition for intervention was filed alleging that another CRU employee was fatally injured in the same explosion. On October 7, 2019, a third CRU employee joined the lawsuit alleging severe injuries from the incident. We have issued a tender of defense and indemnity to CRU and its insurer pursuant to indemnity obligations contained in the associated services agreement which have not been accepted at this time. Discovery has been served by the Order.parties. We cannot currently estimate the amount or the timing of the resolution of this matter. 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 provided 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 LDEQEPA will not accept our defense and may assess an administrative penalty against Chalmette Refining,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.
The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), also known as “Superfund,” imposes liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to be materialresponsible for the release of a “hazardous substance” into the environment. These persons include the current or former owner or operator of the disposal site or sites where the release occurred and companies that disposed of or arranged for the disposal of the hazardous substances. Under CERCLA, such persons may be subject to joint and several liability for investigation and the Company.costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. As discussed more fully above, certain of our sites are subject to these laws and we may be held liable for investigation and remediation costs or claims for natural resource damages. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. Analogous state laws impose similar responsibilities and liabilities on responsible parties. In our current normal operations, we have generated waste, some of which falls within the statutory definition of a “hazardous substance” and some of which may have been disposed of at sites that may require cleanup under Superfund.
ITEM 4. MINE SAFETY DISCLOSURE
None.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
As of December 31, 2015,February 18, 2020 there were 28165 holders of record of SeriesPBF Energy Class A membership interestscommon stock and 20 holders of record of PBF LLC and PBF Energy was the sole holder of the Series C membership interests of PBF LLC.Class B common stock.
Dividend and Distribution Policy
Subject to the following paragraphs, PBF Energy currently intends to continue to pay quarterly cash dividends of approximately $0.30 per share on its Class A common stock. The declaration, amount and payment of this and any other future dividends on shares of PBF Energy Class A common stock will be at the sole discretion of PBF Energy’s board of directors.
PBF Energy is a holding company and has no material assets other than its ownership interests of PBF LLC. In order for PBF Energy to pay any dividends, it needs to cause PBF LLC to make distributions to it and the holders of PBF LLC Series A Units, and PBF LLC needs to cause PBF Holding and/or PBFX to make distributions to it, in at least an amount sufficient to cover cash dividends, if any, declared by PBF Energy. Each of PBF Holding and PBFX is 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, PBF LLC may be unable to obtain cash from PBF Holding and/or PBFX to satisfy its obligations and make distributions to PBF Energy for dividends, if any, to PBF Energy’s stockholders. If PBF LLC makes such distributions to PBF Energy, the holders of PBF LLC Series A Units will also be entitled to receive pro rata distributions.
The ability of PBF Holding to pay dividends and make distributions to PBF LLC is, and in the future may be, limited by covenants in its Revolving Loan, 2020Credit Facility, the 2025 Senior Secured Notes, 2023 Senior Secured Notes (together with the 2020 Senior Secured Notes, the “Senior Secured Notes”)2028 Senior Notes and other debt instruments. Subject to certain exceptions, the Revolving LoanCredit Facility and the indentures governing the Senior Secured Notessenior notes prohibit PBF Holding from making distributions to PBF LLC if certain defaults exist. In addition, both the indentures and the Revolving LoanCredit Facility contain additional restrictions limiting PBF Holding’s ability to make distributions to PBF LLC.
PBFX intends to make a minimum quarterly distribution to the holders of its common units and subordinated units, including PBF LLC, of at least $0.30 per unit, or $1.20 per unit on an annualized basis, to the extent PBFX has sufficient cash from operations after the establishment of cash reserves and the payment of costs and expenses, including reimbursements of expenses to PBFX’s general partner. However, there is no guarantee that PBFX will pay the minimum quarterly distribution or any amount on the units we own in any quarter. Even if PBFX’s cash distribution policy is not modified or revoked, the amount of distributions paid under the policy and the decision to make any distribution is determined by its general partner, taking into consideration the terms of PBFX’s partnership agreement.agreement and debt facilities.
PBF Holding made $350.7$121.6 million in distributions to PBF LLC during the year ended December 31, 2015.2019. PBF LLC used $112.8$145.3 million, of this amount in totalwhich included $115.4 million distributed from PBF Holding, to make four separate non-tax distributions of $0.30 per unit ($1.20 per unit in total) to its members, of which $106.6$143.8 million was distributed to PBF Energy and the balance
was distributed to PBF LLC’s other members. PBF Energy used this $106.6$143.8 million to pay four separate equivalent cash dividends of $0.30 per share of its Class A common stock on March 14, 2019, May 30, 2019, August 30, 2019 and November 25, 2015, August 10, 2015, May 27, 2015, and March 10, 2015.26, 2019. PBF LLC used the remaining $237.9 million from PBF Holding’s distributions to makealso made aggregate tax distributions to its members including $224.7of $55.1 million, of which $53.4 million was made to PBF Energy. In addition, PBFX made aggregate quarterly distributions of $49.5$125.5 million ($1.442.05 per unit) during the year ended December 31, 20152019 to holders of its common and subordinated units, of which $26.7$61.4 million was paid to PBF LLC.
Prior to the IDR Restructuring, PBF LLC ownsowned all of the IDRs of PBFX. The IDRs entitleentitled PBF LLC to receive increasing percentages, up to a maximum of 50.0%, of the cash PBFX distributesdistributed from operating surplus in excess of $0.345 per unit per quarter. The maximum distribution of 50.0% includesincluded distributions paid to PBF LLC on its partnership interest. The maximum distribution of 50.0% doesdid not include any distributions that PBF LLC may receivepreviously received on common units or subordinated units that it owns. PBFX made IDR payments of $0.5$12.7 million to PBF LLC based on its distributions for the year ended December 31, 2015.2018. Subsequent to the closing of the IDR Restructuring on February 28, 2019, the IDRs were canceled, no distributions were made to PBF LLC with respect to the IDRs and the newly issued PBFX common units are entitled to normal distributions.
PBF LLC willexpects to continue to make tax distributions to its members in accordance with its amended and restated limited liability company agreement.
Stock Performance Graph
In accordance with SEC rules, the information contained in the Stock Performance Graph below shall not be deemed to be “soliciting material,” or to be “filed” with the SEC, or subject to the SEC’s Regulation 14A or 14C, other than as provided under Item 201(e) of Regulation S-K, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended.
This performance graph and the related textual information are based on historical data and are not indicative of future performance. The following line graph compares the cumulative total return on an investment in our common stock against the cumulative total return of the S&P 500 Composite Index and an index of peer companies (that we selected) for the periods commencing December 31, 2014 through December 31, 2019. Our peer group consists of the following companies that are engaged in refining operations in the U.S.: CVR Energy Inc., Delek US Holdings Inc., HollyFrontier Corp, Marathon Petroleum Corp, Phillips 66 and Valero Energy Corp.
| 12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2017 | 12/31/2018 | 12/31/2019 | ||||||||||||||||||
| PBF Energy Class A common stock | $ | 100.00 | $ | 143.62 | $ | 114.10 | $ | 152.40 | $ | 144.87 | $ | 145.11 | |||||||||||
| S&P 500 | 100.00 | 101.38 | 113.51 | 138.29 | 132.23 | 173.86 | |||||||||||||||||
| Peer Group | 100.00 | 123.39 | 125.95 | 167.27 | 148.91 | 180.37 | |||||||||||||||||
Recent Sales of Unregistered Securities—Exchange of PBF LLC Series A Units for PBF Energy Class A Common Stock
In the fourth quarter of 2019, there were no exchanges of PBF LLC Series A Units for shares of PBF Energy Class A common stock in transactions exempt from registration under Section 4(2) of the Securities Act. No exchanges were made by any of our directors or executive officers.
ITEM 6. SELECTED FINANCIAL DATA
The following table presentstables present selected historical consolidated financial and other data of PBF LLC. The data presented isEnergy and PBF LLC’s data, unless otherwise noted.LLC. The selected historical consolidated financial data as of December 31, 20152019 and 20142018 and for each of the three years in the period ended December 31, 2015,2019, have been derived from our audited financial statements, included in “Item 8. Financial Statements and Supplementary Data.” The selected historical consolidated financial data as of December 31, 2013, 20122017, 2016 and 20112015 and for the years ended December 31, 20122016 and 20112015 have been derived from the audited financial statements of PBF Energy and PBF LLC not included in this Annual Report on Form 10-K. As a result of the ToledoChalmette and ChalmetteTorrance acquisitions, the historical consolidated financial results of PBF Energy and PBF LLC only includesinclude the results of operations for the ToledoChalmette and ChalmetteTorrance refineries from March 1, 2011 and November 1, 2015 and July 1, 2016 forward, respectively.
The historical consolidated financial data and other statistical data presented below should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Operations” and our consolidated financial statementsConsolidated Financial Statements and the related notes thereto, included in “Item 8. Financial Statements and Supplementary Data.”
The consolidated financial information may not be indicative of our future financial condition, results of operations or cash flows.
| Year Ended December 31, | ||||||||||||||||||||
| 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
| (in thousands, except share and per share data) | ||||||||||||||||||||
| Statement of operations data: | ||||||||||||||||||||
| Revenues | $ | 13,123,929 | $ | 19,828,155 | $ | 19,151,455 | $ | 20,138,687 | $ | 14,960,338 | ||||||||||
| Costs and expenses: | ||||||||||||||||||||
| Cost of sales, excluding depreciation | 11,481,614 | 18,471,203 | 17,803,314 | 18,269,078 | 13,855,163 | |||||||||||||||
| Operating expenses, excluding depreciation | 904,525 | 883,140 | 812,652 | 738,824 | 658,831 | |||||||||||||||
| General and administrative expenses (1) | 180,310 | 146,592 | 95,794 | 120,443 | 86,911 | |||||||||||||||
| Gain on sale of asset | (1,004 | ) | (895 | ) | (183 | ) | (2,329 | ) | — | |||||||||||
| Depreciation and amortization expense | 197,417 | 180,382 | 111,479 | 92,238 | 53,743 | |||||||||||||||
| Income (loss) from operations | 361,067 | 147,733 | 328,399 | 920,433 | 305,690 | |||||||||||||||
| Other (expense) income: | ||||||||||||||||||||
| Change in fair value of continent consideration | — | — | — | (2,768 | ) | (5,215 | ) | |||||||||||||
| Change in fair value of catalyst lease obligation | 10,184 | 3,969 | 4,691 | (3,724 | ) | 7,316 | ||||||||||||||
| Interest expense, net | (109,411 | ) | (100,352 | ) | (94,057 | ) | (108,629 | ) | (65,120 | ) | ||||||||||
| Income before income taxes | 261,840 | 51,350 | 239,033 | 805,312 | 242,671 | |||||||||||||||
| Income taxes | 648 | — | — | — | — | |||||||||||||||
| Net Income | 261,192 | 51,350 | 239,033 | 805,312 | 242,671 | |||||||||||||||
| Less: net income attributable to noncontrolling interests | 34,880 | 14,740 | — | — | — | |||||||||||||||
| Net income attributable to PBF Energy Company LLC | $ | 226,312 | $ | 36,610 | $ | 239,033 | $ | 805,312 | $ | 242,671 | ||||||||||
| Balance sheet data (at end of period) : | ||||||||||||||||||||
| Total assets | $ | 5,501,167 | $ | 4,525,920 | $ | 4,192,504 | $ | 4,102,136 | $ | 3,607,129 | ||||||||||
Total long-term debt (2) | 1,881,637 | 1,260,349 | 747,576 | 729,980 | 804,865 | |||||||||||||||
| Total equity | 1,909,395 | 1,652,837 | 1,715,256 | 1,723,545 | 1,110,918 | |||||||||||||||
| Other financial data : | ||||||||||||||||||||
Capital expenditures (3) | $ | 981,080 | $ | 631,332 | $ | 415,702 | $ | 222,688 | $ | 574,883 | ||||||||||
| Year Ended December 31, | ||||||||||||||||||||
| PBF Energy | 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
| (in millions, except share and per share data) | ||||||||||||||||||||
| Revenues | $ | 24,508.2 | $ | 27,186.1 | $ | 21,786.6 | $ | 15,920.4 | $ | 13,123.9 | ||||||||||
| Cost and expenses: | ||||||||||||||||||||
| Cost of products and other | 21,387.5 | 24,503.4 | 18,863.6 | 13,598.3 | 11,481.6 | |||||||||||||||
| Operating expenses (excluding depreciation and amortization expense as reflected below) | 1,782.3 | 1,721.0 | 1,684.4 | 1,422.8 | 902.9 | |||||||||||||||
| Depreciation and amortization expense | 425.3 | 359.1 | 278.0 | 216.3 | 187.7 | |||||||||||||||
| Cost of sales | 23,595.1 | 26,583.5 | 20,826.0 | 15,237.4 | 12,572.2 | |||||||||||||||
General and administrative expenses (excluding depreciation and amortization expense as reflected below) (1) | 284.0 | 277.0 | 214.5 | 166.3 | 181.3 | |||||||||||||||
| Depreciation and amortization expense | 10.8 | 10.6 | 13.0 | 5.8 | 9.7 | |||||||||||||||
| Change in contingent consideration | (0.8 | ) | — | — | — | — | ||||||||||||||
| (Gain) loss on sale of asset | (29.9 | ) | (43.1 | ) | 1.5 | 11.4 | (1.0 | ) | ||||||||||||
| Total cost and expenses | 23,859.2 | 26,828.0 | 21,055.0 | 15,420.9 | 12,762.2 | |||||||||||||||
| Income from operations | 649.0 | 358.1 | 731.6 | 499.5 | 361.7 | |||||||||||||||
| Other income (expense): | ||||||||||||||||||||
| Interest expense, net | (159.6 | ) | (169.9 | ) | (154.4 | ) | (150.0 | ) | (106.2 | ) | ||||||||||
| Change in Tax Receivable Agreement liability | — | 13.9 | 250.9 | 12.9 | 18.2 | |||||||||||||||
| Change in fair value of catalyst obligations | (9.7 | ) | 5.6 | (2.2 | ) | 1.4 | 10.2 | |||||||||||||
| Debt extinguishment costs | — | — | (25.5 | ) | — | — | ||||||||||||||
| Other non-service components of net periodic benefit cost | (0.2 | ) | 1.1 | (1.4 | ) | (0.6 | ) | (1.7 | ) | |||||||||||
| Income before income taxes | 479.5 | 208.8 | 799.0 | 363.2 | 282.2 | |||||||||||||||
| Income tax expense | 104.3 | 33.5 | 315.6 | 137.7 | 86.7 | |||||||||||||||
| Net income | 375.2 | 175.3 | 483.4 | 225.5 | 195.5 | |||||||||||||||
| Less: net income attributable to noncontrolling interests | 55.8 | 47.0 | 67.8 | 54.7 | 49.1 | |||||||||||||||
| Net income attributable to PBF Energy Inc. stockholders | $ | 319.4 | $ | 128.3 | $ | 415.6 | $ | 170.8 | $ | 146.4 | ||||||||||
| Weighted-average shares of Class A common stock outstanding: | ||||||||||||||||||||
| Basic | 119,887,646 | 115,190,262 | 109,779,407 | 98,334,302 | 88,106,999 | |||||||||||||||
| Diluted | 121,853,299 | 118,773,606 | 113,898,845 | 103,606,709 | 94,138,850 | |||||||||||||||
| Net income available to Class A common stock per share: | ||||||||||||||||||||
| Basic | $ | 2.66 | $ | 1.11 | $ | 3.78 | $ | 1.74 | $ | 1.66 | ||||||||||
| Diluted | $ | 2.64 | $ | 1.10 | $ | 3.73 | $ | 1.74 | $ | 1.65 | ||||||||||
| Dividends per common share | $ | 1.20 | $ | 1.20 | $ | 1.20 | $ | 1.20 | $ | 1.20 | ||||||||||
| Balance sheet data (at end of period) : | ||||||||||||||||||||
| Total assets | $ | 9,132.4 | $ | 8,005.4 | $ | 8,118.0 | $ | 7,621.9 | $ | 6,105.1 | ||||||||||
Total debt (2) | 2,097.3 | 1,974.7 | 2,226.1 | 2,180.7 | 1,881.6 | |||||||||||||||
| Total equity | 3,585.5 | 3,248.5 | 2,902.9 | 2,570.7 | 2,095.9 | |||||||||||||||
| Other financial data : | ||||||||||||||||||||
Capital expenditures (3) | $ | 748.9 | $ | 733.9 | $ | 727.1 | $ | 1,612.9 | $ | 981.1 | ||||||||||
| Year Ended December 31, | ||||||||||||||||||||
| PBF LLC | 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
| (in millions) | ||||||||||||||||||||
| Revenues | $ | 24,508.2 | $ | 27,186.1 | $ | 21,786.6 | $ | 15,920.4 | $ | 13,123.9 | ||||||||||
| Cost and expenses: | ||||||||||||||||||||
| Cost of products and other | 21,387.5 | 24,503.4 | 18,863.6 | 13,598.3 | 11,481.6 | |||||||||||||||
| Operating expenses (excluding depreciation and amortization expense as reflected below) | 1,782.3 | 1,721.0 | 1,684.4 | 1,422.8 | 902.9 | |||||||||||||||
| Depreciation and amortization expense | 425.3 | 359.1 | 278.0 | 216.3 | 187.7 | |||||||||||||||
| Cost of sales | 23,595.1 | 26,583.5 | 20,826.0 | 15,237.4 | 12,572.2 | |||||||||||||||
General and administrative expenses (excluding depreciation and amortization expense as reflected below) (1) | 282.3 | 275.2 | 214.2 | 166.1 | 180.3 | |||||||||||||||
| Depreciation and amortization expense | 10.8 | 10.6 | 13.0 | 5.8 | 9.7 | |||||||||||||||
| Change in contingent consideration | (0.8 | ) | — | — | — | — | ||||||||||||||
| (Gain) loss on sale of assets | (29.9 | ) | (43.1 | ) | 1.5 | 11.4 | (1.0 | ) | ||||||||||||
| Total cost and expenses | 23,857.5 | 26,826.2 | 21,054.7 | 15,420.7 | 12,761.2 | |||||||||||||||
| Income from operations | 650.7 | 359.9 | 731.9 | 499.7 | 362.7 | |||||||||||||||
| Other income (expense): | ||||||||||||||||||||
| Interest expense, net | (169.1 | ) | (178.5 | ) | (162.3 | ) | (155.8 | ) | (109.4 | ) | ||||||||||
| Change in fair value of catalyst obligations | (9.7 | ) | 5.6 | (2.2 | ) | 1.4 | 10.2 | |||||||||||||
| Debt extinguishment costs | — | — | (25.5 | ) | — | — | ||||||||||||||
| Other non-service components of net periodic benefit cost | (0.2 | ) | 1.1 | (1.4 | ) | (0.6 | ) | (1.7 | ) | |||||||||||
| Income before income taxes | 471.7 | 188.1 | 540.5 | 344.7 | 261.8 | |||||||||||||||
| Income tax (benefit) expense | (8.3 | ) | 8.0 | (10.8 | ) | 23.7 | 0.6 | |||||||||||||
| Net income | 480.0 | 180.1 | 551.3 | 321.0 | 261.2 | |||||||||||||||
| Less: net income attributable to noncontrolling interests | 51.5 | 42.3 | 51.2 | 40.1 | 34.9 | |||||||||||||||
| Net income attributable to PBF Energy Company LLC | $ | 428.5 | $ | 137.8 | $ | 500.1 | $ | 280.9 | $ | 226.3 | ||||||||||
| Balance sheet data (at end of period) : | ||||||||||||||||||||
| Total assets | $ | 9,129.1 | $ | 7,953.1 | $ | 8,039.0 | $ | 7,133.5 | $ | 5,501.2 | ||||||||||
Total debt (2) | 2,473.7 | 2,300.8 | 2,519.0 | 2,370.8 | 2,096.3 | |||||||||||||||
| Total equity | 3,609.1 | 3,219.4 | 2,878.5 | 2,487.7 | 1,909.4 | |||||||||||||||
| Other financial data : | ||||||||||||||||||||
Capital expenditures (3) | $ | 748.9 | $ | 733.9 | $ | 727.0 | $ | 1,612.9 | $ | 981.1 | ||||||||||
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| (1) | Includes acquisition related expenses consisting primarily of consulting and legal expenses related to |
| (2) | Total |
| (3) | Includes expenditures for acquisitions, construction in progress, property, plant and equipment (including railcar purchases), deferred turnaround costs and other assets, excluding the proceeds from sales of assets. |
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 Items 1, 1A, and 2, “Business,“Item 1. Business”, “Item 1A. Risk Factors, and Properties,” Item 6, “SelectedFactors”, “Item 2. Properties”, “Item 6. Selected Financial Data,” and Item 8, “Financial“Item 8. Financial Statements and Supplementary Data,” respectively, included in this Annual Report on Form 10-K.
CAUTIONARY STATEMENT FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Annual Report on Form 10-K contains certain “forward-looking statements”,statements,” as defined in the Private Securities Litigation Reform Act of 1995 (“PSLRA”), of expected future developments that involve riskrisks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “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.statements made under the safe harbor of the PSLRA except to the extent such statements relate to the operations of a partnership or limited liability company. 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:
•supply, demand, prices and other market conditions for our products, including volatility in commodity prices;
•the effects of competition in our markets;
•changes in currency exchange rates, interest rates and capital costs;
•adverse developments in our relationship with both our key employees and unionized employees;
•our ability to operate our businesses efficiently, manage capital expenditures and costs (including general and administrative expenses) and generate earnings and cash flow;
•our substantial indebtedness;
•our expectations with respect to our capital improvement and turnaround projects;
•our supply and inventory intermediation arrangements expose us to counterparty credit and performance risk;
•termination of our A&RInventory Intermediation Agreements with J. Aron, which 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. Additionally, we are obligated to repurchase from J. Aron certain intermediates and finished products located at the Paulsboro and Delaware City refineries’ storage tanksour J. Aron Storage Tanks upon termination of these agreements;
•restrictive covenants in our indebtedness that may adversely affect our operational flexibility;
•payments by PBF Energy to the current and former holders of PBF LLC Series A Units and PBF LLC Series B Units under PBF Energy’s Tax Receivable Agreement for certain tax benefits we may claim;
•our assumptions regarding payments arising under PBF Energy’s tax receivable agreementTax Receivable Agreement and other arrangements relating to our organizational structure;structure are subject to change due to various factors, including, among other factors, the timing of exchanges of PBF LLC Series A Units for shares of PBF Energy Class A common stock as contemplated by the Tax Receivable Agreement, the price of PBF Energy Class A common stock at the time of such exchanges, the extent to which such exchanges are taxable, and the amount and timing of our income;
•our expectations and timing with respect to our acquisition activity and whether anysuch acquisitions are accretive or dilutive;dilutive to shareholders;
•our expectations with respect to our capital improvement and turnaround projects;
to problems at PBFX or with third partythird-party logistics infrastructure or operations, including pipeline, marine and rail transportation;
•the possibility that we or PBF Energy, might reduce or not make further distributions or dividend payments;
•the inability of our subsidiaries to freely pay dividends or make distributions to us;
•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;
•the impact of the recently enacted federal income tax legislation on our business;
•the threat of cyber-attacks;
•the effectiveness of our crude oil sourcing strategies, including our crude by rail strategy and related commitments;
•adverse impacts related to recent legislation by the federal government lifting the restrictions on exporting U.S. crude oil;
•adverse impacts from changes in our regulatory environment, such as the effects of compliance with AB32, or from actions taken by environmental interest groups;
•market risks related to the volatility in the price of Renewable Identification Numbers (“RINS”)RINs required to comply with the Renewable Fuel Standards;Standards and GHG emission credits required to comply with various GHG emission programs, such as AB32;
•adverse impacts from changes in our regulatory environment or actions taken by environmental interest groups;
•unforeseen liabilities arising fromassociated with the ChalmetteMartinez Acquisition and/or Torrance Acquisition that are unforeseen or exceed our expectations;and any other acquisitions;
•risk associated with the operation of PBFX as a separate, publicly tradedpublicly-traded entity;
•potential tax consequences related to our investment in PBFX; and
•any decisions we continue to make with respect to our energy-related logisticallogistics assets that may be transferred to PBFX.
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.
Executive Summary
Our business operations are conducted by PBF LLC and its subsidiaries. We were formed in March 2008 as a holding company to controlpursue the subsidiaries that directlyacquisitions of crude oil refineries and indirectly owndownstream assets in North America. As of December 31, 2019, we owned and operate our business, and are now a subsidiary of PBF Energy. We currently own and operate fouroperated five domestic oil refineries and related assets located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, Chalmette, Louisiana and New Orleans, Louisiana.Torrance, California. Our refineries have a combined processing capacity, known as throughput, of approximately 730,000900,000 bpd, and a weighted average Nelson Complexity Index of 11.7. Effective with the completion of the PBFX Offering in May 2014, the Company operates12.2. We operate in two reportable business segments: Refining and Logistics. The Company’s fourOur five oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and are aggregated into the Refining segment. PBFX operates certain logistical assets such as crude oil and refined petroleum products terminals, pipelines, and storage facilities, which are aggregated into the Logistics segment.
Factors Affecting Comparability
Our results over the past three years have been affected by the following events, the understanding of which must be understoodwill aid in order to assessassessing the comparability of our period to period financial performance and financial condition.
On NovemberAugust 1, 2015, the Company2019 and August 7, 2018, we closed on third-party sales of parcels of real property acquired from ExxonMobil Oil Corporation, Mobil Pipe Line Company and PDV Chalmette, Inc., 100%as part of the ownership interests of Chalmette Refining, which owns the ChalmetteTorrance refinery, and related logistics assets. The Chalmette refinery, located outside of New Orleans, Louisiana, is a dual-train coking refinery and is capable of processing both light and heavy crude oil. Subsequent to the closingbut not part of the Chalmette Acquisition, Chalmette Refining is a wholly-owned subsidiaryrefinery itself. The sales resulted in gains of PBF Holding.approximately $33.1 million and $43.8 million in the third quarter of 2019 and 2018, respectively, included within Gain on sale of assets in the Consolidated Statements of Operations.
Inventory Intermediation Agreements
Pursuant to each Inventory Intermediation Agreement, J. Aron continues to purchase and hold title to the J. Aron Products produced by the East Coast Refineries, and delivered into our J. Aron Storage Tanks. Furthermore, J. Aron agrees to sell the J. Aron Products back to the East Coast Refineries as they are discharged out of our J. Aron Storage Tanks. J. Aron has the right to store the J. Aron Products purchased in tanks under the Inventory Intermediation Agreements and will retain these storage rights for the term of the agreements. PBF Holding continues to market and sell the J. Aron Products independently to third parties.
Adoption of Accounting Standards Codification (“ASC”) Topic 842, “Leases”
As disclosed in “Note 14 - Leases” of our Notes to Consolidated Financial Statements, prior to January 1, 2019, we accounted for leases under ASC 840 and did not record a marine terminal capableright of importing waterborne feedstocksuse asset or corresponding lease liability for operating leases on our Consolidated Balance Sheets. We adopted ASC 842 using a modified retrospective approach, and loading or unloading finished products;elected the transition method to apply the new standard at the adoption date of January 1, 2019. As such, financial information for prior periods has not been adjusted and continues to be reported under ASC 840.
Early Return of Railcars
On September 30, 2018, we agreed to voluntarily return a clean products truck rack which provides accessportion of railcars under an operating lease in order to local markets;rationalize certain components of our railcar fleet based on prevailing market conditions in the crude oil by rail market. Under the terms of the lease amendment, we agreed to pay amounts in lieu of satisfaction of return conditions (the “early termination penalty”) and a crudereduced rental fee over the remaining term of the lease. Certain of these railcars were idle as of September 30, 2018 and product storage facility.
PBF Energy Inc. Public Offerings
As a combinationresult of cash on hand and borrowings under the Company’s existing revolving credit line.
On August 14, 2018, PBF Energy completed a public offering of an aggregate of 6,000,000 shares of PBF Energy Class A common stock for net proceeds of $287.3 million, after deducting underwriting discounts and commissions and other offering expenses (the “August 2018 Equity Offering”).
As of December 31, 2019, including the offerings described above, PBF Energy owns 119,826,202 PBF LLC Series C Units and our current and former executive officers and directors and certain employees and others beneficially own 1,215,317 PBF LLC Series A Units, and the holders of our issued and outstanding shares of PBF Energy Class A common stock have 99.0% of the voting power in us and the members of PBF LLC other than PBF Energy through their holdings of Class B common stock have the remaining 1.0% of the voting power in us.
PBFX Equity Offerings
On April 24, 2019, PBFX entered into subscription agreements to sell an aggregate of 6,585,500 common units to certain institutional investors in a registered direct offering (the “2019 Registered Direct Offering”) for gross proceeds of approximately $135.0 million. The 2019 Registered Direct Offering closed on April 29, 2019.
On July 30, 2018, PBFX closed on a common unit purchase agreement with certain funds managed by Tortoise Capital Advisors, L.L.C. providing for the issuance and sale in a registered direct offering of an aggregate of 1,775,750 common units for net proceeds of approximately $34.9 million.
As of December 31, 2019, PBF LLC held a 50.2%48.2% limited partner interest in PBFX (consisting of 74,053 common units and 15,886,553 subordinated units), with the remaining 49.8%51.8% limited partner interest heldowned by public common unit holders.unitholders.
PBFX Assets and Transactions
PBFX’s initial assets consistedconsist of the Delaware City Rail Terminal and the Toledo Truck Terminal, whichvarious logistics assets (as described in “Item 1. Business”). Apart from business associated with certain third-party acquisitions, PBFX’s revenues are integral components of the crude oil delivery operations at our refineries. All of PBFX’s initial revenue was derived from long-term, fee-based commercial agreements with subsidiaries of PBF LLC,Holding, which include minimum volume commitments, for receiving, handling, transferring and transferringstoring crude oil.oil, refined products and natural gas. These transactions are eliminated by PBF Energy and PBF LLC in consolidation.
Since the inception of PBFX received proceeds (after deducting underwriting discounts and structuring fees but before estimated offering expenses) from the PBFX Offering of approximately $341.0 million. PBFX used the net proceeds from the offering to: (i) distribute approximately $35.0 million toin 2014, PBF LLC for certain capital expenditures incurred prior to the closingand PBFX have entered into a series of the PBFX Offering with respect to assets contributed to PBFXdrop-down transactions. Such transactions and to reimburse it for estimated offering expenses; (ii) pay debt issuance costs of approximately $2.3 million related to the PBFX Revolving Credit Facility and the PBFX Term Loan; and (iii) purchase $298.7 million in U.S. Treasury or other investment grade securities which will be used to fund anticipated capital expenditures by PBFX. PBFX retained approximately $5.0 million for general partnership purposes. PBFX also borrowed $298.7 million under the PBFX Term Loan, which is secured by a pledge of the U.S. Treasury or other investment grade securities heldthird-party acquisitions made by PBFX and distributedoccurring in the proceeds of such borrowings to PBF LLC. PBF LLC contributed the proceeds of the PBFX Offering and PBFX Term Loan borrowings to PBF Holding, which intends to use such funds for general corporate purposes. In addition, as ofthree years ended December 31, 2015, 403,375 phantom units with distribution equivalent rights were granted under2019 are discussed below.
TVPC Acquisition
On April 24, 2019, PBFX entered into the PBFX long term incentive planTVPC Contribution Agreement, pursuant to certain directors, officers (including our named executive officers) and employees of PBF GP or its affiliates, which will vest in equal annual installments over a four-year period.
PBFX IDR Restructuring
On February 28, 2019, PBFX closed on the IDR Restructuring Agreement with PBF LLC and $30.0PBF GP, pursuant to which PBFX’s IDRs held by PBF LLC were canceled and converted into 10,000,000 newly issued PBFX common units. Subsequent to the closing of the IDR Restructuring, no distributions were made to PBF LLC with respect to the IDRs and the newly issued PBFX common units are entitled to normal distributions by PBFX.
East Coast Storage Assets Acquisition
On October 1, 2018, PBFX closed on its agreement with Crown Point International, LLC (“Crown Point”) to purchase its wholly-owned subsidiary, CPI Operations LLC (the “East Coast Storage Assets Acquisition”) for total consideration of approximately $127.0 million, including working capital and the Contingent Consideration (as defined in proceeds from“Note 4 - Acquisitions” of our Notes to Consolidated Financial Statements), comprised of an initial payment at closing of $75.0 million with a remaining balance of $32.0 million that was paid on October 1, 2019. The residual purchase consideration consists of the saleContingent Consideration. The consideration was financed through a combination of marketable securities. PBFX also borrowed an additional $30.0 millioncash on hand and borrowings under the PBFX Revolving Credit Facility to repay $30.0 million outstanding under theFacility.
Development Assets Acquisition
On July 16, 2018, PBFX Term Loan in order to release the $30.0 million in marketable securities that had collateralized the PBFX Term Loan.
Knoxville Terminal Acquisition
On April 16, 2018, PBFX completed the purchase of two refined product terminals located in Knoxville, Tennessee, which include product tanks, pipeline connections to the Colonial Pipeline Company and Plantation Pipe Line Company pipeline systems and truck loading facilities (the “Knoxville Terminals”) from Cummins Terminals, Inc. for total cash consideration of $58.0 million, excluding working capital adjustments (the “Knoxville Terminals Purchase”). The transaction was financed through a combination of cash on hand and $30.5 million of Partnership common units, or 1,288,420 common units. The cash consideration was funded by PBFX with $88.0 million in proceeds from the PBFX 6.875% Senior Notes due 2023, sale of approximately $0.7 million in marketable securities and $23.8 million in borrowings under the PBFX Revolving Credit Facility.
Chalmette Storage Services Agreement
On February 15, 2017, we entered into a ten-year storage services agreement, under which PBFX, borrowed an additional $0.7 million under its Revolving Credit Facilitythrough PBFX Op Co, assumed construction of a crude oil storage tank at the Chalmette refinery (the “Chalmette Storage Tank”). The Chalmette Storage Tank commenced operations providing storage services to repay $0.7 millionPBF Holding in November 2017 upon completion of its Term Loan in order to releaseconstruction.
PNGPC Contribution Agreement
On February 15, 2017, PBFX entered into the $0.7 million in marketable securities that had collateralized the Term Loan.
On an ongoing basis,July 30, 2018, PBFX entered into the PBFX Revolving Loan is available to be used for working capitalCredit Facility with Wells Fargo Bank, National Association, as administrative agent, and other general corporate purposes. In 2012, we amended thea syndicate of lenders. The PBFX Revolving Loan to increase the aggregate size from $500.0 million to $965.0 million. In addition, the Revolving Loan wasCredit Facility amended and restated on October 26, 2012 to increase the maximum availability to $1.375 billion, extend the maturity date to October 26, 2017 and amend the borrowing base to include non-U.S. inventory. The agreement was expanded again in December 2012 and November 2013 to increase the maximum availability from $1.375 billion to $1.610 billion. On August 15,May 2014 the agreement was amended and restated once morePBFX Revolving Credit Facility to, among other things, increase the maximum availabilitycommitment available to $2.50 billion and extend its maturityPBFX from $360.0 million to August 2019. The amended and restated Revolving Loan includes an accordion feature which allows for aggregate commitments of up to $2.75 billion. In November and December 2015, PBF Holding increased the maximum availability under the Revolving Loan to $2.60 billion and $2.64 billion, respectively, in accordance with its accordion feature. The commitment fees on the unused portions, the interest rate on advances and the fees for letters of credit have also been reduced in the amended and restated Revolving Loan.
July 2023. PBFX Debt and Credit Facilities
The DCR West Rack Acquisition and the Toledo Storage Facility Acquisition each were funded partially by proceeds from the sale of marketable securities andoutstanding borrowings under the PBFX Revolving Credit Facility. PBFX repaid a portionFacility were $283.0 million, $156.0 million and $29.7 million as of its outstanding PBFX Term Loan in order to release the marketable securities that had collateralized the PBFX Term Loan.December 31, 2019, 2018 and 2017, respectively.
PBF Holding Revolving Credit Facility
On May 12, 2015, PBFX entered into2, 2018, PBF Holding and certain of its wholly-owned subsidiaries, as borrowers or subsidiary guarantors, replaced our existing asset-based revolving credit agreement dated as of August 15, 2014 (the “August 2014 Revolving Credit Agreement”) with the Revolving Credit Facility. Among other things, the Revolving Credit Facility increases the maximum commitment available to PBF Holding from $2.6 billion to $3.4 billion, extends the maturity date to May 2023, and redefines certain components of the Borrowing Base, as defined in the agreement governing the Revolving Credit Facility (the “Revolving Credit Agreement”), to make more funding available for working capital and other general corporate purposes. In addition, an indenture amongaccordion feature allows for commitments of up to $3.5 billion. The commitment fees on the Partnership,unused portion, the interest rate on advances and the fees for letters of credit are consistent with the August 2014 Revolving Credit Agreement and further described in “Note 9 - Credit Facilities and Debt” of our Notes to Consolidated Financial Statements.
There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2019 and December 31, 2018. At December 31, 2017, there was $350.0 million outstanding under the August 2014 Revolving Credit Agreement.
Senior Notes
On May 30, 2017, PBF LogisticsHolding and PBF Finance Corporation a Delaware corporation and wholly-owned subsidiary of PBFX (“PBF Logistics Finance,” and together with PBFX, the “Issuers”Finance”), the Guarantors named therein (certain subsidiaries of PBFX) and Deutsche Bank Trust Company Americas, as Trustee, under which the Issuers issued $350.0$725.0 million, in aggregate, principal amount of the PBFX2025 Senior Notes. PBF LLC has provided a limited guaranteeWe used the net proceeds of collection$711.6 million to fund the cash tender offer (the “Tender Offer”) for any and all of the outstanding 8.25% senior secured notes due 2020 (the “2020 Senior Secured Notes”), to pay the related redemption price and accrued and unpaid interest for any 2020 Senior Secured Notes that remained outstanding after the completion of the Tender Offer, and for general corporate purposes. As described in “Note 9 - Credit Facilities 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.
On October 6, 2017, PBFX issued an additional $175.0 million in aggregate principal amount of 6.875% Senior Notes due 2023 (together with the initially issued notes, the “PBFX 2023 Senior Notes”). The additional amount of the PBFX 2023 Senior Notes but is not otherwise subject towere issued at 102% of face value with an effective rate of 6.442% and were issued under the covenantsindenture governing the initial PBFX 2023 Senior Notes dated May 12, 2015. PBFX used the net proceeds from the offering of the indenture. Ofadditional amount of the $350.0 million aggregate PBFX 2023 Senior Notes $19.9 million were purchased by certainto repay a portion of PBF Energy’s officers and directors and their affiliates pursuant to a separate private placement transaction. After deducting offering expenses, PBFX received net proceeds of approximately $343.0 million from the PBFX Senior Notes offering.
Renewable Fuels Standard
We have seen fluctuations in the cost of renewable fuel credits, known asare subject to obligations to purchase RINs required for complianceto comply with the RFS.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 $171.6$122.7 million in RINs costs during the year ended December 31, 20152019 as compared to $115.7$143.9 million and $126.4$293.7 million during the years ended December 31, 20142018 and 2013,2017, 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.
Crude Oil Acquisition Agreements
Tax Receivable Agreement
In connection with PBF Energy’s initial public offering, PBF Energy entered into a Tax Receivable Agreement pursuant to which PBF Energy is required to pay the members of PBF LLC, who exchange their units for PBF Energy Class A common stock or whose units PBF Energy purchases, approximately 85% of the cash savings in income taxes that PBF Energy realizes as a result of the increase in the tax basis of its interest in PBF LLC, including tax benefits attributable to payments made under the Tax Receivable Agreement. PBF Energy has recognized, as of December 31, 2019, 2018 and 2017, a liability for the Tax Receivable Agreement of $373.5 million, $373.5 million and $362.1 million, respectively, reflecting its estimate of the undiscounted amounts that it expects to pay under the agreement due to exchanges including those in connection with its IPO and its secondary offerings. PBF Energy’s estimate of the Tax Receivable Agreement liability is based, in part, on forecasts of future taxable income over the anticipated life of its future business operations, assuming no material changes in the relevant tax law. Periodically, it may adjust the liability based, in part, on an updated estimate of the amounts that it expects to pay, using assumptions consistent with those used in its concurrent estimate of the deferred tax asset valuation allowance. For example, PBF Energy must adjust the estimated Tax Receivable Agreement liability each time it purchases PBF LLC Series A Units or upon an exchange of PBF LLC Series A Units for PBF Energy Class A common stock. These periodic adjustments to the tax receivable liability, if any, are recorded in general and administrative expense and may result in adjustments to its income tax expense and deferred tax assets and liabilities. As a result of the reduction of the corporate tax rate to 21% as part of the TCJA, the liability associated with the Tax Receivable Agreement was reduced. Accordingly, the deferred tax assets associated with the payments made or expected to be made were also reduced.
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 operating 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.
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 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 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 debts by obtaining security such as guarantees or letters of credit.
Other Factors
We currently source our crude oil for the Paulsboro, Delaware City and Chalmetteour refineries on a global basis through a combination of market purchases and short-term purchase contracts, and through our crude oil supply agreements with Saudi Aramco and PDVSA. Our crude oil supply agreement with Statoil for Paulsboro was terminated effective March 31, 2013, at which time we began to source Paulsboro’s crude oil and feedstocks independently. Our crude oil supply agreement with Statoil for Delaware City expired on December 31, 2015. Subsequent to the termination of the Statoil supply agreement, we purchase all of our crude and feedstock needs independently from a variety of suppliers, including Saudi Aramco and others, on the spot market or through term agreements. We have been purchasing up to approximately 100,000 bpd of crude oil from Saudi Aramco that is processed at Paulsboro. We have 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. Prior to the termination of the Toledo Crude Oil Acquisition Agreement, our Toledo refinery sourced domestic and Canadian crude oil through similar market purchases through this crude supply contract with MSCG. Subsequently, our Toledo refinery has sourced its crude oil and feedstocks independently. 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 City 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 PDVSA since 2017 as PDVSA has suspended deliveries due to our inability to agree to mutually acceptable payment terms and because of U.S. government sanctions against PDVSA.
In the past several years, we expanded and upgraded the existing on-site railroad infrastructure at the Delaware City refinery, including the expansion of the crude rail unloading facilities.refinery. Currently, crude oil delivered by rail to this facility is consumed at our Delaware City refinery. We may also transport some of the crude delivered by rail from Delaware City via barge to ourand Paulsboro refinery or other third party destinations. In 2014, we completed a project to expand the Delaware City heavy crude rail unloading facility.refineries. The Delaware City rail unloading facility, which was transferred to PBFX in 2014, allowsfacilities, and the East Coast Storage Assets, allow our East Coast refineries to source WTI-based crude oils from Western Canada and the Mid-Continent, which we believe, at times, may provide cost advantages versus traditional Brent-based international crude oils.
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 renewable fuel credits, known asemission 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 electricity and chemicals.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.
Refinery-Specific Information
The following section includes refinery-specific information related to our operations, crude oil differentials, ancillary costs, and local premiums and discounts.
Delaware City Refinery. The benchmark refining margin for the Delaware City refinery is calculated by assuming that two barrels of the benchmark Dated Brent crude oil are converted into one barrel of gasoline and one barrel of ULSD.diesel. We calculate this refining marginbenchmark using the NYH market value of gasolinereformulated blendstock for oxygenate blending (“RBOB”) and ultra-low sulfur dieselULSD against the market value of Dated Brent crude oil and refer to the benchmark as the Dated Brent (NYH) 2-1-1 benchmark refining margin. Our Delaware City refinery has a product slate of approximately 55%51% gasoline, 33%31% distillate, (consisting of ULSD, marketed as ULSD or low sulfur heating oil, and conventional heating oil), 1%2% high-value petrochemicals, with the remaining portion of the product slate comprised of lower-value products (4%(3% petroleum coke, 4%3% LPGs, 7% black oil and 3% other). For this reason, we believe the Dated Brent (NYH) 2-1-1 is an appropriate benchmark industry refining margin. The majority of Delaware City revenues are generated off NYH-based market prices.
The Delaware City refinery’s realized gross margin on a per barrel basis has historically differed from the Dated Brent (NYH) 2-1-1 benchmark refining margin due to the following factors:
•the Delaware City refinery processes a slate of primarily medium and heavy and sour crude oil,oils, which has constituted approximately 65%55% to 70%65% 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 price-advantaged crude oil which may affect our overall crude slate 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, we produce lowlower value products including sulfur, carbon dioxide and petroleum coke. These products are priced at a significant discount to gasoline, ULSDRBOB and heating oil and represent approximately 5% to 7% of our total production volume.ULSD.
Paulsboro Refinery.The benchmark refining margin for the Paulsboro refinery is calculated by assuming that two barrels of the benchmark Dated Brent crude oil are converted into one barrel of gasoline and one barrel of ultra-low sulfur diesel. We calculate this refining marginbenchmark using the New York HarborNYH market value of gasolineRBOB and ultra-low sulfurULSD diesel against the market value of Dated Brent crude oil and refer to the benchmark as the Dated Brent (NYH) 2-1-1 benchmark refining margin. Our Paulsboro refinery has a product slate of approximately 40%44% gasoline, 37.5%34% distillate (comprised of jet fuel, ULSD and heating oil), 4.5%3% high-value Group I lubricants,
with the remaining portion of the product slate comprised of lower-value products (2%(13% black oil, 2% petroleum coke, and 4% LPGs, 3% fuel oil, 8.5% asphalt and 0.5% other)LPGs). For this reason, we believe the Dated Brent (NYH) 2-1-1 is an appropriate benchmark industry refining margin. The majority of Paulsboro revenues are generated off NYH-based market prices.
The Paulsboro refinery’s realized gross margin on a per barrel basis has historically differed from the Dated Brent (NYH) 2-1-1 benchmark refining margin due to the following factors:
•the Paulsboro refinery has generally processedprocesses a slate of primarily medium and heavy and sour crude oil,oils, which has historically constituted approximately 65%75% to 70%85% of total throughput. The remaining throughput consists of sweet crude oil and other feedstocks and blendstocks;
•as a result of the heavy, sour crude slate processed at Paulsboro, we produce lowlower value products including sulfur and petroleum coke and fuel oil.coke. These products are priced at a significant discount to gasolineRBOB and heating oilULSD; and represent approximately 5% to 7% of our total production volume; and
•the Paulsboro refinery produces Group I lubricants which through an extensive production process, have a low volume yield on throughput but carry a premium sales price.price to RBOB and ULSD.
Toledo Refinery. The benchmark refining margin for the Toledo refinery is calculated by assuming that four barrels of benchmark 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 gasolineconventional blendstock for oxygenate blending 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 52%55% gasoline, 36%34% distillate, (comprised of jet fuel and ULSD), 5% high-value petrochemicals (including nonene, tetramer, benzene, xylene and toluene) with the remaining portion of the product slate comprised of lower-value products (5%(4% LPGs and 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.
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 been higher thandiffered 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 the LLS (Gulf Coast) 2-1-1 crack spread, which is a benchmark that approximates the per barrel refining margin resulting from processingcalculated by assuming two barrels of LLS crude oil to produceare converted into one barrel of gasoline and one barrel of ultra-low sulfur diesel. We calculate this refining marginbenchmark using the US Gulf Coast Conventional market value of 87 conventional gasoline and ultra-low sulfur dieselULSD against the market value of LLC crude oilLLS 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 55%50% gasoline and 33% distillate, (comprised of ULSD, LSD, Heating Oil, and light crude oil), 5% high-value petrochemicals (including benzene and xylenes) with the remaining portion of the product slate comprised of lower-value products (3%(8% black oil, 4% petroleum coke, 3% LPGs, and 1% other)2% petrochemical feedstocks). 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 (Gulf Coast) 2-1-1 benchmark refining margin due to the following factors:
•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, the 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 to capture the potential benefit in the price for heavy and high-sulfur feedstocks. The unit has increased the refinery’s total coking capacity to approximately 40,000 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”) 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), CARB diesel and jet fuel and refer to the benchmark as the ANS (West Coast) 4-3-1 benchmark refining margin. Our Torrance refinery has a product slate of approximately 62% gasoline and 26% distillate with the remaining portion of the product slate comprised of lower-value products (8% petroleum coke, 2% LPG and 2% black oil). 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.
The Torrance 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 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”) 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.
Results of Operations
The tables below reflect our consolidated financial and operating highlights for the years ended December 31, 2015, 20142019, 2018 and 20132017 (amounts in thousands,millions, except per share data). Effective withDifferences between the completionresults of operations of PBF Energy and PBF LLC primarily pertain to income taxes, interest expense and noncontrolling interest as shown below. Earnings per share information applies only to the PBFX Offering in May 2014, wefinancial results of PBF Energy. We operate in two reportable business segments: Refining and Logistics. Our four oil refineries, excluding the assets owned by PBFX, are all engaged in the refining of crude oil and other feedstocks into petroleum products, and are aggregated into the Refining segment. PBFX is a publicly traded master limited partnershippublicly-traded MLP that operates logisticalcertain logistics assets such as crude oil and refined petroleum products terminals, pipelines and storage facilities. PBFX’s operations are aggregated into the Logistics segment. Prior to the PBFX Offering, DCR West Rack Acquisition, Toledo Storage Facility Acquisition and the Delaware City Products Pipeline and Truck Rack Acquisition, PBFX’s assets were operated within the refining operations of our Delaware City and Toledo refineries and wereWe do not considered to be a separate reportable segment. We did not analyzeseparately discuss our results by individual segments as, apart from PBFX’s third-party acquisitions, our Logistics segment doesdid not have any third party revenuesignificant third-party revenues and substantially alla significant portion of its operating results eliminate in consolidation. Additionally, third party expenses attributable directly to the Logistics segment are immaterial to our consolidated operating results.
| Year Ended December 31, | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| Revenue | $ | 13,123,929 | $ | 19,828,155 | $ | 19,151,455 | ||||||
| Cost of sales, excluding depreciation | 11,481,614 | 18,471,203 | 17,803,314 | |||||||||
| 1,642,315 | 1,356,952 | 1,348,141 | ||||||||||
| Operating expenses, excluding depreciation | 904,525 | 883,140 | 812,652 | |||||||||
| General and administrative expenses | 180,310 | 146,592 | 95,794 | |||||||||
| Gain on sale of asset | (1,004 | ) | (895 | ) | (183 | ) | ||||||
| Depreciation and amortization expense | 197,417 | 180,382 | 111,479 | |||||||||
| Income from operations | 361,067 | 147,733 | 328,399 | |||||||||
| Change in fair value of catalyst leases | 10,184 | 3,969 | 4,691 | |||||||||
| Interest expense, net | (109,411 | ) | (100,352 | ) | (94,057 | ) | ||||||
| Income before income taxes | 261,840 | 51,350 | 239,033 | |||||||||
| Income tax expense | 648 | — | — | |||||||||
| Net income | 261,192 | 51,350 | 239,033 | |||||||||
| Less: net income attributable to noncontrolling interest | 34,880 | 14,740 | — | |||||||||
| Net income attributable to PBF Energy Company LLC | $ | 226,312 | $ | 36,610 | $ | 239,033 | ||||||
| Gross margin | $ | 571,524 | $ | 308,399 | $ | 436,867 | ||||||
| Year Ended December 31, | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| Key Operating Information | ||||||||||||
| Production (barrels per day in thousands) | 511.9 | 452.1 | 451.0 | |||||||||
| Crude oil and feedstocks throughput (barrels per day in thousands) | 516.4 | 453.1 | 452.8 | |||||||||
| Total crude oil and feedstocks throughput (millions of barrels) | 188.4 | 165.4 | 165.3 | |||||||||
| Operating expense, excluding depreciation, per barrel of throughput | $ | 4.72 | $ | 5.34 | $ | 4.92 | ||||||
| Crude and feedstocks (% of total throughput) (1): | ||||||||||||
| Heavy Crude | 14 | % | 14 | % | 15 | % | ||||||
| Medium Crude | 49 | % | 44 | % | 42 | % | ||||||
| Light Crude | 26 | % | 33 | % | 35 | % | ||||||
| Other feedstocks and blends | 11 | % | 9 | % | 8 | % | ||||||
| Total throughput | 100 | % | 100 | % | 100 | % | ||||||
| Yield (% of total throughput): | ||||||||||||
| Gasoline and gasoline blendstocks | 49 | % | 47 | % | 46 | % | ||||||
| Distillates and distillate blendstocks | 35 | % | 36 | % | 37 | % | ||||||
| Lubes | 1 | % | 2 | % | 2 | % | ||||||
| Chemicals | 3 | % | 3 | % | 3 | % | ||||||
| Other | 12 | % | 12 | % | 12 | % | ||||||
| Total yield | 100 | % | 100 | % | 100 | % | ||||||
| PBF Energy | Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| Revenues | $ | 24,508.2 | $ | 27,186.1 | $ | 21,786.6 | ||||||
| Cost and expenses: | ||||||||||||
| Cost of products and other | 21,387.5 | 24,503.4 | 18,863.6 | |||||||||
| Operating expenses (excluding depreciation and amortization expense as reflected below) | 1,782.3 | 1,721.0 | 1,684.4 | |||||||||
| Depreciation and amortization expense | 425.3 | 359.1 | 278.0 | |||||||||
| Cost of sales | 23,595.1 | 26,583.5 | 20,826.0 | |||||||||
| General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 284.0 | 277.0 | 214.5 | |||||||||
| Depreciation and amortization expense | 10.8 | 10.6 | 13.0 | |||||||||
| Change in contingent consideration | (0.8 | ) | — | — | ||||||||
| (Gain) loss on sale of assets | (29.9 | ) | (43.1 | ) | 1.5 | |||||||
| Total cost and expenses | 23,859.2 | 26,828.0 | 21,055.0 | |||||||||
| Income from operations | 649.0 | 358.1 | 731.6 | |||||||||
| Other income (expense): | ||||||||||||
| Interest expense, net | (159.6 | ) | (169.9 | ) | (154.4 | ) | ||||||
| Change in Tax Receivable Agreement liability | — | 13.9 | 250.9 | |||||||||
| Change in fair value of catalyst obligations | (9.7 | ) | 5.6 | (2.2 | ) | |||||||
| Debt extinguishment costs | — | — | (25.5 | ) | ||||||||
| Other non-service components of net periodic benefit cost | (0.2 | ) | 1.1 | (1.4 | ) | |||||||
| Income before income taxes | 479.5 | 208.8 | 799.0 | |||||||||
| Income tax expense | 104.3 | 33.5 | 315.6 | |||||||||
| Net income | 375.2 | 175.3 | 483.4 | |||||||||
| Less: net income attributable to noncontrolling interests | 55.8 | 47.0 | 67.8 | |||||||||
| Net income attributable to PBF Energy Inc. stockholders | $ | 319.4 | $ | 128.3 | $ | 415.6 | ||||||
| Consolidated gross margin | $ | 913.1 | $ | 602.6 | $ | 960.6 | ||||||
Gross refining margin (1) | $ | 2,801.2 | $ | 2,419.4 | $ | 2,676.6 | ||||||
| Net income available to Class A common stock per share: | ||||||||||||
| Basic | $ | 2.66 | $ | 1.11 | $ | 3.78 | ||||||
| Diluted | $ | 2.64 | $ | 1.10 | $ | 3.73 | ||||||
——————————
(1) See Non-GAAP Financial Measures.
| PBF LLC | Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| Revenues | $ | 24,508.2 | $ | 27,186.1 | $ | 21,786.6 | ||||||
| Cost and expenses: | ||||||||||||
| Cost of products and other | 21,387.5 | 24,503.4 | 18,863.6 | |||||||||
| Operating expenses (excluding depreciation and amortization expense as reflected below) | 1,782.3 | 1,721.0 | 1,684.4 | |||||||||
| Depreciation and amortization expense | 425.3 | 359.1 | 278.0 | |||||||||
| Cost of sales | 23,595.1 | 26,583.5 | 20,826.0 | |||||||||
| General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 282.3 | 275.2 | 214.2 | |||||||||
| Depreciation and amortization expense | 10.8 | 10.6 | 13.0 | |||||||||
| Change in contingent consideration | (0.8 | ) | — | — | ||||||||
| (Gain) loss on sale of assets | (29.9 | ) | (43.1 | ) | 1.5 | |||||||
| Total cost and expenses | 23,857.5 | 26,826.2 | 21,054.7 | |||||||||
| Income from operations | 650.7 | 359.9 | 731.9 | |||||||||
| Other income (expense): | ||||||||||||
| Interest expense, net | (169.1 | ) | (178.5 | ) | (162.3 | ) | ||||||
| Change in fair value of catalyst obligations | (9.7 | ) | 5.6 | (2.2 | ) | |||||||
| Debt extinguishment costs | — | — | (25.5 | ) | ||||||||
| Other non-service components of net periodic benefit cost | (0.2 | ) | 1.1 | (1.4 | ) | |||||||
| Income before income taxes | 471.7 | 188.1 | 540.5 | |||||||||
| Income tax (benefit) expense | (8.3 | ) | 8.0 | (10.8 | ) | |||||||
| Net income | 480.0 | 180.1 | 551.3 | |||||||||
| Less: net income attributable to noncontrolling interests | 51.5 | 42.3 | 51.2 | |||||||||
| Net income attributable to PBF Energy Company LLC | $ | 428.5 | $ | 137.8 | $ | 500.1 | ||||||
Operating Highlights
| Year Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| Key Operating Information | ||||||||||||
| Production (bpd in thousands) | 825.2 | 854.5 | 802.9 | |||||||||
| Crude oil and feedstocks throughput (bpd in thousands) | 823.1 | 849.7 | 807.4 | |||||||||
| Total crude oil and feedstocks throughput (millions of barrels) | 300.4 | 310.0 | 294.7 | |||||||||
| Consolidated gross margin per barrel of throughput | $ | 3.04 | $ | 1.94 | $ | 3.25 | ||||||
Gross refining margin, excluding special items, per barrel of throughput (1) | $ | 8.51 | $ | 9.09 | $ | 8.08 | ||||||
| Refinery operating expense, per barrel of throughput | $ | 5.61 | $ | 5.34 | $ | 5.52 | ||||||
Crude and feedstocks (% of total throughput) (2) | ||||||||||||
| Heavy | 32 | % | 36 | % | 34 | % | ||||||
| Medium | 28 | % | 30 | % | 30 | % | ||||||
| Light | 26 | % | 21 | % | 21 | % | ||||||
| Other feedstocks and blends | 14 | % | 13 | % | 15 | % | ||||||
| Total throughput | 100 | % | 100 | % | 100 | % | ||||||
| Yield (% of total throughput) | ||||||||||||
| Gasoline and gasoline blendstocks | 49 | % | 50 | % | 50 | % | ||||||
| Distillates and distillate blendstocks | 32 | % | 32 | % | 30 | % | ||||||
| Lubes | 1 | % | 1 | % | 1 | % | ||||||
| Chemicals | 2 | % | 2 | % | 2 | % | ||||||
| Other | 16 | % | 16 | % | 16 | % | ||||||
| Total yield | 100 | % | 101 | % | 99 | % | ||||||
——————————
(1) See Non-GAAP Financial Measures.
(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.
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
| 2015 | 2014 | 2013 | 2019 | 2018 | 2017 | |||||||||||||||||||
| (dollars per barrel, except as noted) | (dollars per barrel, except as noted) | |||||||||||||||||||||||
| Dated Brent Crude | $ | 52.56 | $ | 98.95 | $ | 108.66 | ||||||||||||||||||
| Dated Brent crude oil | $ | 64.34 | $ | 71.34 | $ | 54.18 | ||||||||||||||||||
| West Texas Intermediate (WTI) crude oil | $ | 48.71 | $ | 93.28 | $ | 97.99 | $ | 57.03 | $ | 65.20 | $ | 50.79 | ||||||||||||
| Light Louisiana Sweet (LLS) crude oil | $ | 52.36 | $ | 96.92 | $ | 107.31 | $ | 62.67 | $ | 70.23 | $ | 54.02 | ||||||||||||
| Alaska North Slope (ANS) crude oil | $ | 65.00 | $ | 71.54 | $ | 54.43 | ||||||||||||||||||
| Crack Spreads | ||||||||||||||||||||||||
| Dated Brent (NYH) 2-1-1 | $ | 16.35 | $ | 12.92 | $ | 12.34 | $ | 12.68 | $ | 13.17 | $ | 14.74 | ||||||||||||
| WTI (Chicago) 4-3-1 | $ | 17.91 | $ | 15.92 | $ | 20.09 | $ | 15.25 | $ | 14.84 | $ | 15.88 | ||||||||||||
| LLS (Gulf Coast) 2-1-1 | $ | 14.39 | $ | 16.95 | 11.54 | $ | 12.43 | $ | 12.30 | $ | 13.57 | |||||||||||||
| ANS (West Coast) 4-3-1 | $ | 18.46 | $ | 15.48 | $ | 17.43 | ||||||||||||||||||
| Crude Oil Differentials | ||||||||||||||||||||||||
| Dated Brent (foreign) less WTI | $ | 3.85 | $ | 5.66 | $ | 10.67 | $ | 7.31 | $ | 6.14 | $ | 3.39 | ||||||||||||
| Dated Brent less Maya (heavy, sour) | $ | 8.45 | $ | 13.08 | $ | 11.38 | $ | 6.76 | $ | 8.70 | $ | 7.16 | ||||||||||||
| Dated Brent less WTS (sour) | $ | 3.59 | $ | 11.62 | $ | 13.31 | $ | 8.09 | $ | 13.90 | $ | 4.37 | ||||||||||||
| Dated Brent less ASCI (sour) | $ | 4.57 | $ | 6.49 | $ | 6.67 | $ | 3.73 | $ | 4.64 | $ | 3.66 | ||||||||||||
| WTI less WCS (heavy, sour) | $ | 11.87 | $ | 19.45 | $ | 24.62 | $ | 13.61 | $ | 26.93 | $ | 12.24 | ||||||||||||
| WTI less Bakken (light, sweet) | $ | 2.89 | $ | 5.47 | $ | 5.12 | $ | 0.66 | $ | 2.86 | $ | (0.26 | ) | |||||||||||
| WTI less Syncrude (light, sweet) | $ | (1.45 | ) | $ | 2.25 | $ | 0.63 | $ | 0.18 | $ | 6.84 | $ | (1.74 | ) | ||||||||||
| WTI less LLS (light, sweet) | $ | (5.64 | ) | $ | (5.03 | ) | $ | (3.23 | ) | |||||||||||||||
| WTI less ANS (light, sweet) | $ | (7.97 | ) | $ | (6.34 | ) | $ | (3.63 | ) | |||||||||||||||
| Natural gas (dollars per MMBTU) | $ | 2.63 | $ | 4.26 | $ | 3.73 | $ | 2.53 | $ | 3.07 | $ | 3.02 | ||||||||||||
Overview— Net PBF Energy net income for PBF LLC was $261.2$375.2 million for the year ended December 31, 20152019 compared to $51.4net income of $175.3 million for the year ended December 31, 2014. Net income attributable to2018. PBF LLC net income was $226.3$480.0 million for the year ended December 31, 20152019 compared to net income of $180.1 million for the year ended December 31, 2018. Net income attributable to PBF Energy stockholders was $319.4 million, or $2.64 per diluted share, for the year ended December 31, 2019 ($2.64 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $0.90 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income excluding special items, as described below in Non-GAAP Financial Measures) compared to net income attributable to PBF LLCEnergy stockholders of $36.6$128.3 million, or $1.10 per diluted share, for the year ended December 31, 2014.2018 ($1.10 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $3.26 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income excluding special items, as described below in Non-GAAP Financial Measures). The net income or loss attributable to PBF LLC includesEnergy stockholders represents PBF LLC’sEnergy’s equity interest in its operating subsidiaries’ net income.PBF LLC’s pre-tax income, less applicable income tax expense. PBF Energy’s weighted-average equity interest in PBF LLC was 99.0% and 98.3% for the years ended December 31, 2019 and 2018, respectively.
Our results for the year ended December 31, 20152019 were negativelypositively impacted by special items comprised of a non-cash, special item consisting of a pre-tax LCM inventory LCM adjustment of approximately $427.2$250.2 million, whereas our results for the year ended December 31, 2014 were negatively impacted byor $188.0 million net of tax and a pre-tax inventory LCM adjustmentgain on the sale of approximately $690.1 million. These LCM charges were recorded due to significant declines in the price of crude oil and refined products in 2015 and 2014. Our throughput rates during the year ended December 31, 2015 compared to December 31, 2014 were higher due to the acquisition of the Chalmette refinery on November 1, 2015 as well as an approximate 40-day plant-wide planned turnaroundland at our Toledo Refinery completed in the fourth quarterTorrance refinery of 2014.$33.1 million, or $24.9 million net of tax. Our results for the year ended December 31, 20152018 were positivelynegatively impacted by higher throughput volumes, lower non-cash special items forconsisting of a non-cash, pre-
tax LCM chargesinventory adjustment of approximately $351.3 million, or $260.0 million net of tax, and higher crack spreads for the East Coast andearly return of certain leased railcars, resulting in a pre-tax charge of $52.3 million, or $38.7 million net of tax. These unfavorable impacts were partially offset by special items related to a pre-tax benefit associated with the change in the Mid-Continent partially offsetTax Receivable Agreement liability of $13.9 million, or $10.3 million net of tax, and a pre-tax gain on the sale of land at our Torrance refinery of $43.8 million, or $32.4 million net of tax.
Excluding the impact of these special items, our results were negatively impacted by unfavorable movements in certain crude differentials.differentials and overall lower throughput volumes and barrels sold across our refineries, partially offset by higher crack spreads realized at our West Coast refinery. Refining margins for the current year compared to the prior year were weaker at our East Coast, Mid-Continent and Gulf Coast refineries, offset by significantly stronger margins realized on the West Coast. Our results for the year ended December 31, 2019 were also negatively impacted by increased operating expenses and depreciation and amortization expense associated with our continued investment in our refining assets and the effect of significant turnaround and maintenance activity during 2019.
Revenues— Revenues totaled $13.1$24.5 billion for the year ended December 31, 20152019 compared to $19.8$27.2 billion for the year ended December 31, 2014,2018, a decrease of approximately $6.7$2.7 billion or 33.8%9.9%. Revenues per barrel sold were $69.93 and $77.08 for the years ended December 31, 2019 and 2018, respectively, a decrease of 9.3% directly related to lower hydrocarbon commodity prices. For the year ended December 31, 2015, the total throughput rates in the East Coast and Mid-Continent refineries averaged approximately 330,700 bpd and 153,800 bpd, respectively. For the period from its acquisition on November 1, 2015 through December 31, 2015, our Gulf Coast refinery’s throughput averaged 190,800 bpd. For the year ended December 31, 2014,2019, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and Mid-ContinentWest Coast refineries averaged
approximately 325,300336,400 bpd, 153,000 bpd, 177,900 bpd and 127,800155,800 bpd, respectively. The increase inFor the year ended December 31, 2018, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 344,700 bpd, 149,600 bpd, 185,600 bpd and 169,800 bpd, respectively. The throughput rates at our East Coast and West Coast refineries were lower in 2015the year ended December 31, 2019 compared to 2014 was primarilythe same period in 2018 due to higher run rates, as a resultplanned downtime associated with turnarounds of favorable market economics partially offset bythe coker and associated units at our Delaware City and Torrance refineries and the crude unit at our Paulsboro refinery, all of which were completed in the first half of 2019, and unplanned downtime at our Delaware City refinery in 2015. The increase in throughputthe first quarter of 2019. Throughput rates at our Mid-Continent refinery were higher in 2015the current year compared to 2014 was primarilythe prior year due an approximate 40-day plant-wideto a planned turnaround completedat our Toledo refinery in the first half of the prior year. Throughput rates at our Gulf Coast refinery were lower in the year ended December 31, 2019 compared to the same period in 2018 due to unplanned downtime in the fourth quarter of 2014.2019. For the year ended December 31, 2015,2019, the total refined product barrels sold at our East Coast, Mid-Continent, Gulf Coast and Mid-ContinentWest Coast refineries averaged approximately 366,100382,500 bpd, 163,900 bpd, 225,300 bpd and 162,600188,600 bpd, respectively. For the year ended December 31, 2014,2018, the total refined product barrels sold at our East Coast, Mid-Continent, Gulf Coast and Mid-ContinentWest Coast refineries averaged approximately 350,800372,700 bpd, 161,800 bpd, 233,700 bpd and 144,100198,100 bpd, respectively. For the period from its acquisition on November 1, 2015 through December 31, 2015, the total product barrels sold at our Gulf Coast refinery averaged 216,100 bpd. 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 refinery.refineries.
Consolidated Gross Margin— Consolidated gross margin totaled $913.1 million for the year ended December 31, 2019, compared to $602.6 million for the year ended December 31, 2018, an increase of $310.5 million. Gross refining margin including refinery operating expenses and depreciation,(as described below in Non-GAAP Financial Measures) totaled $571.5$2,801.2 million, or $3.03$9.34 per barrel of throughput, for the year ended December 31, 2015,2019 compared to $308.4$2,419.4 million, or $1.86$7.79 per barrel of throughput, for the year ended December 31, 2014,2018, an increase of $263.1approximately $381.8 million. Excluding the impact ofGross refining margin excluding special items for LCM charges, gross margin was relatively consistent with prior year.
Consolidated gross margin and gross refining margin were positively impacted in the current year by a non-cash LCM inventory adjustment of approximately $250.2 million on a net basis, resulting from the increase in crude oil and refined product prices from the year ended 2018. Gross refining margin excluding the impact of special items decreased due to unfavorable movements in certain crude differentials and refining margins and reduced throughput rates at the majority of our refineries, partially offset by higher throughput rates in the Mid-Continent and stronger crack spreads on the West Coast. For the year ended December 31, 2018, special items impacting our margin calculations included a non-cash LCM inventory adjustment of approximately $351.3 million
on a net basis, resulting from a decrease in crude oil and refined product prices and a $52.3 million charge resulting from costs associated with the early return of certain leased railcars.
Additionally, our results continue to be impacted by significant costs to comply with the RFS, although at a reduced level from the prior year. Total RFS costs were $122.7 million for the year ended December 31, 2019 compared with $143.9 million for the year ended December 31, 2018.
Average industry margins were mixed during the year ended December 31, 2019 compared with the prior year, primarily as a result of varying regional product inventory levels and seasonal and unplanned refining downtime issues impacting product margins. Crude oil differentials were generally unfavorable compared with the prior year, with notable light-heavy crude differential compression negatively impacting our gross refining margin and moving our overall crude slate lighter.
On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $12.68 per barrel, or 3.7% lower, in the year ended December 31, 2019, as compared to $13.17 per barrel in the same period in 2018. Our margins were negatively impacted from our refinery specific slate on the East Coast by tightening in the Dated Brent/Maya and WTI/Bakken differentials, which decreased $1.94 per barrel and $2.20 per barrel, respectively, in comparison to the prior year. In addition, the WTI/WCS differential decreased significantly to $13.61 per barrel in 2019 compared to $26.93 per barrel in 2018, which unfavorably impacted our cost of heavy Canadian crude.
Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $15.25 per barrel, or 2.8% higher, in the year ended December 31, 2019, as compared to $14.84 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 $0.66 per barrel in the year ended December 31, 2019, as compared to $2.86 per barrel in the prior year. Additionally, the WTI/Syncrude differential averaged $0.18 per barrel for the year ended December 31, 2019 as compared to $6.84 per barrel in the prior year.
In the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $12.43 per barrel, or 1.1% higher, in the year ended December 31, 2019 as compared to $12.30 per barrel in the prior year. Margins in the Gulf Coast were negatively impacted from our refinery specific slate by a weakening WTI/LLS differential, which averaged a premium of $5.64 per barrel for the year ended December 31, 2019 as compared to a premium of $5.03 per barrel in the prior year.
On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $18.46 per barrel, or 19.3% higher, in the year ended December 31, 2019 as compared to $15.48 per barrel in the prior year. Margins on the West Coast were negatively impacted from our refinery specific slate by a weakening WTI/ANS differential, which averaged a premium of $7.97 per barrel for the year ended December 31, 2019 as compared to a premium of $6.34 per barrel in the prior year.
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.
Operating Expenses— Operating expenses totaled $1,782.3 million for the year ended December 31, 2019 compared to $1,721.0 million for the year ended December 31, 2018, an increase of $21.4approximately $61.3 million, or 2.4%3.6%. Of the total $904.5$1,782.3 million of operating expenses approximately $889.4for the year ended December 31, 2019, $1,684.3 million, or $4.72$5.61 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $15.1$98.0 million related to expenses incurred by the Logistics segment. The increasesegment ($1,654.8 million or $5.34 per barrel of throughput, and $66.2 million of operating expenses for the year ended December 31, 2018 related to the Refining and Logistics segments, respectively). Increases in operating expenses iswere mainly attributableattributed to an increase of approximately $45.8 million inhigher outside service costs related to turnaround and maintenance costs primarily driven by the Chalmette Acquisition in 2015 and general repairs at the Delaware City and Paulsboro refineries, an increase of $17.3 million in employee compensation primarily driven by additional headcount and $14.9 million ofactivity. Operating expenses related to our Logistics segment increased catalyst and chemicals costs partially offset by reduced energy costs of $64.4 millionwhen compared to 2018 due to lower natural gas prices. Although operating expenses increase on an overall basis, refinery operating expenses per barrel decreased as a result of higher throughput volumes. Our operating expenses principally consist of salaries and employee benefits, maintenance, energy and catalyst and chemicals costs at our refineries. The operating expenses related to the Logistics segment consist of costs related to the operation and maintenanceoperations of PBFX’s recently acquired assets subsequent to the PBFX Offering and asset acquisitions from PBF Energy.higher environmental clean-up remediation costs and product contamination remediation costs.
General and Administrative Expenses— General and administrative expenses totaled $180.3$284.0 million for the year ended December 31, 2015,2019, compared to $146.6$277.0 million for the year ended December 31, 2014,2018, an increase of $33.7$7.0 million or 23.0%2.5%. The increase in general and administrative expenses for the year ended December 31, 2019 compared with the year ended December 31, 2018 primarily relates to higher employee compensation expense of $13.3 million, mainly related to higher headcount and incentive compensation, higher equity compensation expense of $4.4 million, higher outside services, fees of $3.0 millionincluding legal settlement charges, and transaction costs related to professional, legal and engineering consultants attributable to the ChalmetteMartinez Acquisition, and higher expenses associated with PBFX.partially offset by a reduction in incentive compensation. Our general and administrative expenses are comprised of the personnel, facilities and other infrastructure costs necessary to support our refineries.refineries and related logistics assets.
Gain on Sale of Assets— Gain on sale of assets for the year ended December 31, 2015 was $1.0$29.9 million which related to the sale of railcars which were subsequently leased back to us, compared to a gain of $0.9and $43.1 million for the year ended December 31, 2014, for2019 and December 31, 2018, respectively, mainly attributed to the sale of railcars.two separate parcels of land at our Torrance refinery.
Depreciation and Amortization Expense— Depreciation and amortization expense totaled $197.4$436.1 million for the year ended December 31, 2015,2019 (including $425.3 million recorded within Cost of sales) compared to $180.4$369.7 million for the year ended December 31, 2014,2018 (including $359.1 million recorded within Cost of sales), an increase of $17.0$66.4 million. The increase was largely driven bya result of additional depreciation expense associated with a general increase in our increased fixed asset base due to capital projects and turnarounds completed during 20142019 and 20152018, as well as the acquisition of the Chalmette refinery in 2015. These general increases were partially offset by reduction in impairment charges. In 2014, we recorded a $28.5 million impairmentaccelerated amortization related to an abandoned capital project at ourthe Delaware City and Torrance refinery during that year whereas we did not record any significant impairment chargesturnarounds, which were completed in the first half of 2019.
Change in Tax Receivable Agreement Liability— There was no change in the Tax Receivable Agreement liability for the year ended December 31, 2015.2019. Change in the Tax Receivable Agreement liability for the year ended December 31, 2018 represented a gain of $13.9 million.
Change in Fair Value of Catalyst LeasesObligations— Change in the fair value of catalyst leasesobligations represented a gainloss of $10.2$9.7 million for the year ended December 31, 2015,2019, compared to a gain of $4.0$5.6 million for the year ended December 31, 2014.2018. These gains and losses relate to the change in value of the precious metals underlying the sale and leaseback of our refineries’ precious metals catalyst,metal catalysts, which we are obligated to return or repurchase at fair market value on the leasecatalyst financing arrangement termination dates.
Interest Expense, net— InterestPBF Energy interest expense totaled $109.4$159.6 million for the year ended December 31, 2015,2019, compared to $100.4$169.9 million for the year ended December 31, 2014, an increase2018, a decrease of $9.0$10.3 million. This increasenet decrease is mainly attributable to higher interest costs associated withlower outstanding revolver borrowings for the issuance of the PBFX Senior Notes in May 2015, partially offset by the termination of our crude and feedstock supply agreement with MSCG, effective Julyyear ended December 31, 2014.2019. Interest expense includes interest on long-term debt including the Senior Secured Notes, the PBFX Senior Notes and credit facilities, costs related to the sale and leaseback of our precious metals catalyst, interest expense incurred in connection with our crude and feedstock supply agreement with Statoil up to its expiration on December 31, 2015,metal catalysts, financing costs associated with the 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. PBF LLC interest expense totaled $169.1 million and $178.5 million for the year ended December 31, 2019 and December 31, 2018, respectively (inclusive of $9.5 million and $8.6 million, respectively, of incremental interest expense on the affiliate note payable with PBF Energy that eliminates in consolidation at the PBF Energy level).
Income Tax Expense— As Expense— PBF LLC is organized as a limited liability company and PBFX is an MLP, both of which are treated as a “flow-through” entityentities for federal income tax purposes our consolidated financial statements doand therefore are not include a benefit or provision forsubject to income taxes for the years ended December 31, 2015 and 2014 apart from the income tax attributable totax. However, two subsidiaries of Chalmette Refining thatand our Canadian subsidiary, PBF Energy Limited (“PBF Ltd.”), are treated as C-Corporations for income tax purposes.purposes and may incur income taxes with respect to their earnings, as applicable. The members of PBF LLC are required to include their proportionate share of PBF LLC’s taxable income or loss, which includes PBF LLC’s allocable share of PBFX’s pre-tax income or loss, on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of PBF LLC’s amended and restated limited liability company agreement, related to such taxes on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our consolidated financial statements based on PBF Energy’s allocable share of PBF LLC’s pre-tax income or loss, which was approximately 99.0% and 98.3%, on a weighted-average basis for the years ended December 31, 2019 and 2018, respectively. PBF Energy’s Consolidated Financial Statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interests in PBF LLC or PBFX (although, as described above, PBF LLC must make tax distributions
to all its members on a pro-rata basis). PBF Energy’s effective tax rate, excluding the impact of noncontrolling interest, for the years ended December 31, 2019 and 2018 was 21.8% and 16.0%, respectively, reflecting tax adjustments for discrete items and the impact of tax return to income tax provision adjustments.
Noncontrolling Interests— Interest— PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As a resultthe sole managing member of PBF LLC, PBF Energy operates and controls all of the initial public offeringbusiness and affairs of PBFXPBF LLC and its subsidiaries. PBF Holding’s acquisitionEnergy consolidates the financial results of Chalmette Refining,PBF LLC and its subsidiaries, including PBFX. With respect to the consolidation of PBF LLC, the Company records a noncontrolling interest for the economic interest in PBF LLC held by members other than PBF Energy, and with respect to the consolidation of PBFX, the Company records a noncontrolling interest for the economic interests in PBFX held by the public unit holdersunitholders of PBFX, and with respect to the consolidation of PBF Holding, the Company records a 20% noncontrolling interest for the ownership interestinterests in two subsidiaries of Chalmette Refining held by a third party. The total noncontrolling interest on the consolidated statementConsolidated Statements of operationsOperations represents the portion of the Company’s earnings or loss attributable to the economic interests held by members of PBF LLC other than PBF Energy, by the public common unit holdersunitholders of PBFX and by the third party holderthird-party stockholders of certain of Chalmette Refining’s subsidiaries. The total noncontrolling interest on the balance sheetConsolidated Balance Sheets represents the portion of the Company’s net assets attributable to the economic interests held by the members of PBF LLC other than PBF Energy, by the public common unit holdersunitholders of PBFX and by the third party holderthird-party stockholders of the two Chalmette Refining’sRefining subsidiaries. PBF Energy’s weighted-average equity noncontrolling interest ownership percentage in PBF LLC for the years ended December 31, 2019 and 2018 was approximately 1.0% and 1.7%, respectively. The carrying amount of the noncontrolling interest on our Consolidated Balance Sheets attributable to the noncontrolling interest is not equal to the noncontrolling interest ownership percentage due to the effect of income taxes and related agreements that pertain solely to PBF Energy.
Our results for the year ended December 31, 20142018 were negatively impacted by special items consisting of a non-cash, special item consistingpre-tax LCM inventory adjustment of an inventory LCMapproximately $351.3 million, or $260.0 million net of tax, and the early return of certain leased railcars, resulting in a pre-tax charge of approximately $690.1$52.3 million, dueor $38.7 million net of tax. These unfavorable impacts were partially offset by special items related to a significant declinepre-tax benefit associated with the change in the priceTax Receivable Agreement liability of crude oil$13.9 million, or $10.3 million net of tax, and refined products duringa pre-tax gain on the second halfTorrance land sale of 2014 into early 2015.$43.8 million, or $32.4 million net of tax. Our throughput rates during the year ended December 31, 2014 compared to December 31, 2013 were relatively flat. The throughput rates during 2014 in the Mid-Continent were affected by an approximate 40-day plant-wide planned turnaround at our Toledo Refinery completed in the fourth quarter of 2014. On January 31, 2013 there was a brief fire within the fluid catalytic cracking complex at the Toledo refinery that resulted in that unit being temporarily shutdown. The refinery resumed running at planned rates on February 18, 2013. During the fourth quarter of 2013, our Delaware City Refinery was impacted by 40-day planned turnaround of the coker unit. Excluding the impact of the LCM charge of $690.1 million, our results for the year ended December 31, 20142017 were positively impacted by special items consisting of a non-cash, pre-tax LCM inventory adjustment of approximately $295.5 million, or $178.5 million net of tax, and a pre-tax benefit of $250.9 million, or $151.5 million net of tax related to the change in our Tax Receivable Agreement liability. These favorable impacts were partially offset by special items related to pre-tax debt extinguishment costs of $25.5 million, or $15.4 million net of tax, related to the redemption of the 2020 Senior Secured Notes and the enactment of the TCJA resulting in a
net tax expense of $20.2 million associated with the remeasurement of the Tax Receivable Agreement associated deferred tax assets and related reduction of our deferred tax liabilities.
Excluding the impact of these special items, our results were positively impacted by favorable movements in crude differentials, higher throughput volumes favorable movements in certain crude differentials and lowerbarrels sold across the majority of our refineries and reduced regulatory compliance costs, related to compliance with the RFS partially offset unfavorable movements in certain product margins andby lower crack spreads realized at the majority of our refineries, which were favorably impacted in the Mid-Continent,prior year by the hurricane-related effect on refining margins due to tightening product inventories, specifically distillates. Our results for the year ended December 31, 2018 were negatively impacted by higher energygeneral and administrative costs and an impairment charge of $28.5 million.increased depreciation and amortization expense.
Revenues— Revenues totaled $19.8$27.2 billion for the year ended December 31, 20142018 compared to $19.2$21.8 billion for the year ended December 31, 2013,2017, an increase of $0.7approximately $5.4 billion, or 3.5%24.8%. Revenues per barrel sold were $77.08 and $64.90 for the years ended December 31, 2018 and 2017, respectively, an increase of 18.8% directly related to higher hydrocarbon commodity prices. For the year ended December 31, 2014,2018, the total throughput rates in theat our East Coast, Mid-Continent, Gulf Coast and Mid-ContinentWest Coast refineries averaged approximately 325,300344,700 bpd, 149,600 bpd, 185,600 bpd and 127,800169,800 bpd, respectively. For the year ended December 31, 2013,2017, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and Mid-ContinentWest Coast refineries averaged approximately 310,300338,200 bpd, 145,200 bpd, 184,500 bpd and 142,500139,500 bpd, respectively. The increasethroughput 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 in 2014 compared to 2013 was primarilyincreased due to higher run rates, favorable economics and planned downtime at our Delaware City refinery in 2013.during 2017, whereas our Mid-Continent refinery ran at modestly higher rates during the year, taking advantage of a relatively strong margin environment. The decrease in throughput rates at our Mid-ContinentWest Coast refinery in 2014 compared to 2013 was primarilyincreased due to an approximate 40-day plant-wide planned turnaround completeddowntime in the fourth quarterprior year as part of 2014.the first significant turnaround of the refinery under our ownership and improved refinery performance experienced in the year ended December 31, 2018. For the year ended December 31, 2014,2018, the total refined product barrels sold at our East Coast, Mid-Continent, Gulf Coast and Mid-ContinentWest Coast refineries averaged approximately 350,800372,700 bpd, 161,800 bpd, 233,700 bpd and 144,100198,100 bpd, respectively. For the year ended December 31, 2013,2017, the total refined product barrels sold at our East Coast, Mid-Continent, Gulf Coast and Mid-ContinentWest Coast refineries averaged approximately 307,600363,800 bpd, 160,400 bpd, 227,200 bpd and 153,700168,300 bpd, respectively. 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 refinery.refineries.
Consolidated Gross Margin— Consolidated gross margin totaled $602.6 million for the year ended December 31, 2018, compared to $960.6 million for the year ended December 31, 2017, a decrease of $358.0 million. Gross refining margin including refinery operating expenses and depreciation,(as described below in Non-GAAP Financial Measures) totaled $308.4$2,419.4 million, or $1.86$7.79 per barrel of throughput, for the year ended December 31, 2014,2018 compared to $436.9$2,676.6 million, or $2.64$9.08 per barrel of throughput, for the year ended December 31, 2013,2017, a decrease of $128.5approximately $257.2 million. Excluding the impact ofGross refining margin excluding special items for LCM charges, gross margin increased due to higher throughput rates, favorable movements in certain crude differentials, and lower costs of compliance with Renewable Fuels Standard. Gross margin was impacted by a non-cash LCM charge of approximately $690.1 million resulting from the significant decrease in crude oil and refined product prices during the second half of 2014 into early 2015.
Consolidated gross margin and gross refining margin were negatively impacted in the year ended December 31, 2018 by special items. The increase in operating expenses is mainly attributable to an increasespecial items impacting our margin calculations included a non-cash LCM inventory adjustment of approximately $42.7$351.3 million on a net basis, resulting from a decrease in crude oil and refined product prices compared with the prices at the end of 2017 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 energythe year ended December 31, 2017. Excluding the impact of special items, consolidated gross margin and utilitiesgross refining margin increased due to generally favorable movements in crude differentials and higher throughput volumes and barrels sold across all of our refineries.
Additionally, our results continue to be impacted by significant costs primarily driven by higher natural gas prices, an increase of $16.1 million related to employee compensation primarily driven by employee benefitcomply with RFS, although at a reduced level from the prior year. Total RFS costs and $1.9 million of higher outside engineering and consulting fees related to refinery maintenance projects. Our operating expenses principally consist of salaries and employee benefits, maintenance, energy and catalyst and chemicals costs at our refineries.
Average industry margins were weaker during the year ended December 31, 2018 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 half of the year due to tightening product inventories, specifically distillates. Crude oil differentials were generally favorable compared with the prior year, with beneficial differentials experienced across the East Coast and Mid-Continent, partially offset by marginally unfavorable impacts related to our refinery specific crude slate in the Gulf and West Coast.
On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $13.17 per barrel, or 10.7% lower, in the year ended December 31, 2018 as compared to $14.74 per barrel in the same period in 2017. Our margins were positively impacted from our refinery specific slate on the East Coast by an improving Dated Brent/WTI differential, which increased $2.75 per barrel compared with the prior year and increases in the Dated Brent/Maya and WTI/Bakken differentials, which increased $1.54 per barrel and $3.12 per barrel, respectively, compared with the prior year. In addition, the WTI/WCS differential widened significantly to $26.93 per barrel in 2018 compared to $12.24 in 2017, which favorably impacted our cost of heavy Canadian crude.
Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $14.84 per barrel, or 6.5% lower, in the year ended December 31, 2018, as compared to $15.88 per barrel in the same period in 2017. Our margins were positively impacted from our refinery specific slate in the Mid-Continent by an improving WTI/Bakken differential, which was approximately $2.86 per barrel in the year ended December 31, 2018, as compared to a premium of $0.26 per barrel in the same period in 2017. Additionally, the WTI/Syncrude differential averaged a discount of $6.84 per barrel for the year ended December 31, 2018 as compared to a premium of $1.74 per barrel in the same period in 2017.
In the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $12.30 per barrel, or 9.4% lower, in the year ended December 31, 2018 as compared to $13.57 per barrel in the same period in 2017. Margins in the Gulf Coast were negatively impacted from our refinery specific slate by a declining WTI/LLS differential, which averaged a premium of $5.03 for the year ended December 31, 2018 as compared to an average premium of $3.23 experienced in the prior year.
On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $15.48 per barrel, or 11.2% lower, in the year ended December 31, 2018 as compared to $17.43 per barrel in the same period in 2017. Margins on the West Coast were negatively impacted from our refinery specific slate by a declining WTI/ANS differential, which averaged a premium of $6.34 per barrel for the year ended December 31, 2018 as compared to a premium of $3.63 per barrel in the same period of 2017.
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.
Operating Expenses— Operating expenses totaled $1,721.0 million for the year ended December 31, 2018 compared to $1,684.4 million for the year ended December 31, 2017, an increase of $50.8approximately $36.6 million, or 53.0%2.2%. Of the total $1,721.0 million of operating expenses for the year ended December 31, 2018, $1,654.8 million, or $5.34 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $66.2 million related to expenses incurred by the Logistics segment ($1,626.4 million or $5.52 per barrel of throughput, and $58.0 million of operating expenses for the year ended December 31, 2017 related to the Refining and Logistics segment respectively). Decreases in operating expenses on a per barrel basis were driven by increased system reliability and our focused efforts on reducing operating costs. The increase in operating expenses compared with the prior year was mainly attributable to higher energy and utility costs as a result of higher natural gas pricing and overall increased throughput. This increase was slightly offset by a decrease in supplies and materials due to our Torrance refinery experiencing higher costs in 2017 related to its turnaround. Operating expenses related to our Logistics segment were generally consistent with the prior year and consist of costs related to the operation and maintenance of PBFX’s assets.
General and Administrative Expenses— General and administrative expenses totaled $277.0 million for the year ended December 31, 2018, compared to $214.5 million for the year ended December 31, 2017, an increase of $62.5 million or 29.1%. The increase in general and administrative expenses for the year ended December 31, 2018 compared with the year ended December 31, 2017 primarily relatesrelated to higher employee compensation expense of $49.8 million, mainly related to increases inemployee-related expenses, including incentive compensation headcount, and severance costs.retirement benefits. Our general and administrative expenses are comprised of the personnel, facilities and other infrastructure costs necessary to support our refineries.refineries and related logistics assets.
Depreciation and Amortization Expense— Depreciation and amortization expense totaled $369.7 million for the year ended December 31, 2013, an increase2018 (including $359.1 million recorded within Cost of $68.9 million. The increase was impacted by an impairment charge of $28.5sales) compared to $291.0 million related to an abandoned capital project at our Delaware City refinery duringfor the year ended December 31, 2014. In addition, the2017 (including $278.0 million recorded within Cost of sales), an increase isof $78.7 million. The increase 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 Tax Receivable Agreement Liability— Change in the Tax Receivable Agreement liability for the year includingended December 31, 2018 represented a gain of $13.9 million, compared to a gain of $250.9 million for the expansion of the Delaware City heavy crude rail unloading terminal and additional unloading spots to the dual-loop track light crude rail unloading facility. We also completed turnarounds in late 2013 and early 2014 and other refinery optimization projects at Toledo.year ended December 31, 2017.
Change in Fair Value of Catalyst LeasesObligations— Change in the fair value of catalyst leasesobligations represented a gain of $4.0$5.6 million for the year ended December 31, 2014,2018, compared to a loss of $4.7$2.2 million for the year ended December 31, 2013. This gain relates2017. These gains and losses relate to the change in value of the precious metals underlying the sale and leaseback of our refineries’ precious metals catalyst,metal catalysts, which we are obligated to return or repurchase at fair market value on the leasecatalyst financing arrangement termination dates.
Debt extinguishment costs— Debt extinguishment costs of $25.5 million incurred for the year ended December 31, 2017 relate to nonrecurring charges associated with debt refinancing activity calculated based on the difference between the carrying value of the 2020 Senior Secured Notes on the date that they were reacquired and the amount for which they were reacquired. There were no such costs incurred in the year ended December 31, 2018.
Interest Expense, net— Interest PBF Energy interest expense totaled $100.4$169.9 million for the year ended December 31, 2014,2018, compared to $94.1$154.4 million for the year ended December 31, 2013,2017, an increase of $6.3$15.5 million. TheThis net increase inis mainly attributable to the interest expense is primarily due tocosts associated with the issuance of the $300.0 million PBFX Term Loan in connection withadditional amount of the PBFX Offering2023 Senior Notes in October 2017 and the related amortization of deferred financing fees as well as higher letter of credit fees. In
related to such taxes on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our consolidated financial statements based on PBF Energy’s allocable share of PBF LLC’s pre-tax income or loss, which was approximately 98.3% and 96.6%, on a weighted-average basis for the years ended December 31, 2018 and 2017, respectively. PBF Energy’s consolidated financial statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interests in PBF LLC or PBFX (although, as described above, PBF LLC must make tax distributions to all its members on a pro-rata basis). PBF Energy’s effective tax rate, excluding the impact of noncontrolling interest, for the years ended December 31, 2018 and 2017 was 16.0% and 39.5%, respectively, reflecting discrete tax items primarily related to return to provision adjustments pertaining to equity compensation and the impact of the initial public offeringTCJA which, among other things, reduced the U.S federal corporate tax rate from 35% to 21%.
Noncontrolling Interests— PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, including PBFX. With respect to the consolidation of PBF LLC, the Company records a noncontrolling interest for the economic interest in PBF LLC held by members other than PBF Energy, and with respect to the consolidation of PBFX, the Company records a noncontrolling interest for the economic interests in PBFX held by the public unit holdersunitholders of PBFX.PBFX, and with respect to the consolidation of PBF Holding, the Company records a 20% noncontrolling interest for the ownership interests in two subsidiaries of Chalmette Refining held by a third-party. The total noncontrolling interest on the consolidated statementstatements of operations represents the portion of the Company’s earnings or loss attributable to the economic interests held by members of PBF LLC other than PBF Energy, by the public common unit holdersunitholders of PBFX.PBFX and by the third-party stockholder of certain of Chalmette Refining’s subsidiaries. The total noncontrolling interest on the consolidated balance sheet represents the portion of the Company’s net assets attributable to the economic interests held by the members of PBF LLC other than PBF Energy, by the public common unit holdersunitholders of PBFX.PBFX and by the third-party stockholders of the two Chalmette Refining subsidiaries. PBF Energy’s weighted-average equity noncontrolling interest ownership percentage in PBF LLC for the years ended December 31, 2018 and 2017 was approximately 1.7% and 3.4%, respectively. The carrying amount of the noncontrolling interest on our consolidated balance sheet attributable to the noncontrolling interest is not equal to the noncontrolling interest ownership percentage due to the effect of income taxes and related agreements that pertain solely to PBF Energy.
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”Non-GAAP”). These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP, and our calculations thereof may not be comparable to similarly entitled measures reported by other companies. Such Non-GAAP financial measures are presented only in the context of PBF Energy’s results and are not presented or discussed in respect to PBF LLC.
Special Items
The non-GAAPNon-GAAP measures presented include Adjusted Fully-Converted Net Income excluding special items, EBITDA excluding special items and gross refining margin excluding special items. The specialSpecial items for the periods presented relate to LCM inventory adjustments, gains on sale of assets at our Torrance refinery, changes in the Tax Receivable Agreement liability, charges associated with the early return of certain leased railcars, debt extinguishment costs, a net tax benefit related to the TCJA enactment and a net tax expense associated with the remeasurement of Tax Receivable Agreement associated deferred tax assets. 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.
Adjusted Fully-Converted Net Income and Adjusted Fully-Converted Net Income Excluding Special Items
PBF Energy utilizes results presented on an Adjusted Fully-Converted basis that reflects an assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock. In addition, we present results on an Adjusted Fully-Converted basis excluding special items as described above. We believe that these Adjusted Fully-Converted measures, when presented in conjunction with comparable GAAP measures, are useful to investors to compare PBF Energy results across different periods and to facilitate an understanding of our operating results.
Neither Adjusted Fully-Converted Net Income nor Adjusted Fully-Converted Net Income excluding special items should be considered an alternative to net income presented in accordance with GAAP. Adjusted Fully-Converted Net Income and Adjusted Fully-Converted Net Income excluding special items presented by other companies may not be comparable to our presentation, since each company may define these terms differently. The differences between Adjusted Fully-Converted and GAAP results are as follows:
| 1 | Assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock. As a result of the assumed exchange of all PBF LLC Series A Units, the noncontrolling interest related to these units is converted to controlling interest. Management believes that it is useful to provide the per-share effect associated with the assumed exchange of all PBF LLC Series A Units. |
| 2 | Income Taxes. Prior to PBF Energy’s IPO, PBF Energy was organized as a limited liability company treated as a “flow-through” entity for income tax purposes, and even after PBF Energy’s IPO, not all of our earnings are subject to corporate-level income taxes. Adjustments have been made to the Adjusted Fully-Converted tax provisions and earnings to assume that we had adopted our post-IPO corporate tax structure for all periods presented and are taxed as a C-corporation in the U.S. at the prevailing corporate rates. These assumptions are consistent with the assumption in clause 1 above that all PBF LLC Series A Units are exchanged for shares of PBF Energy Class A common stock, as the assumed exchange would change the amount of PBF Energy’s earnings that are subject to corporate income tax. |
The following table reconciles PBF Energy’s Adjusted Fully-Converted results with its results presented in accordance with GAAP for the years ended December 31, 2019, 2018 and 2017 (in millions, except share and per share amounts):
| Year Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| Net income attributable to PBF Energy Inc. stockholders | $ | 319.4 | $ | 128.3 | $ | 415.6 | ||||||
| Less: Income allocated to participating securities | 0.5 | 0.7 | 1.0 | |||||||||
| Income available to PBF Energy Inc. stockholders - basic | 318.9 | 127.6 | 414.6 | |||||||||
Add: Net income attributable to noncontrolling interests(1) | 4.3 | 4.6 | 16.7 | |||||||||
Less: Income tax expense(2) | (1.0 | ) | (1.2 | ) | (6.6 | ) | ||||||
| Adjusted fully-converted net income | $ | 322.2 | $ | 131.0 | $ | 424.7 | ||||||
Special Items:(3) | ||||||||||||
| Add: Non-cash LCM inventory adjustment | (250.2 | ) | 351.3 | (295.5 | ) | |||||||
| Add: Change in Tax Receivable Agreement liability | — | (13.9 | ) | (250.9 | ) | |||||||
| Add: Debt extinguishment costs | — | — | 25.5 | |||||||||
Add: Net tax benefit related to the TCJA | — | — | (173.3 | ) | ||||||||
| Add: Net tax expense on remeasurement of Tax Receivable Agreement associated deferred tax assets | — | — | 193.4 | |||||||||
| Add: Gain on Torrance land sale | (33.1 | ) | (43.8 | ) | — | |||||||
| Add: Early railcar return expense | — | 52.3 | — | |||||||||
| Less: Recomputed income taxes on special items | 70.4 | (89.9 | ) | 206.3 | ||||||||
| Adjusted fully-converted net income excluding special items | $ | 109.3 | $ | 387.0 | $ | 130.2 | ||||||
| Weighted-average shares outstanding of PBF Energy Inc. | 119,887,646 | 115,190,262 | 109,779,407 | |||||||||
Conversion of PBF LLC Series A Units (4) | 1,207,581 | 1,938,089 | 3,823,783 | |||||||||
Common stock equivalents (5) | 758,072 | 1,645,255 | 295,655 | |||||||||
| Fully-converted shares outstanding—diluted | 121,853,299 | 118,773,606 | 113,898,845 | |||||||||
| Diluted net income per share | $ | 2.64 | $ | 1.10 | $ | 3.73 | ||||||
| Adjusted fully-converted net income per fully exchanged, fully diluted shares outstanding | $ | 2.64 | $ | 1.10 | $ | 3.73 | ||||||
| Adjusted fully-converted net income excluding special items per fully exchanged, fully diluted shares outstanding | $ | 0.90 | $ | 3.26 | $ | 1.14 | ||||||
——————————
See Notes to Non-GAAP Financial Measures.
Gross Refining Margin and Gross Refining Margin Excluding Special Items
Gross refining margin is defined as consolidated gross margin excluding refinery depreciation, refinery operating expense, and gross margin of PBFX. 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 (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 millions, except per barrel amounts):
| Year Ended December 31, | |||||||||||||||||||||
| 2019 | 2018 | 2017 | |||||||||||||||||||
| $ | per barrel of throughput | $ | per barrel of throughput | $ | per barrel of throughput | ||||||||||||||||
| Calculation of consolidated gross margin: | |||||||||||||||||||||
| Revenues | $ | 24,508.2 | $ | 81.58 | $ | 27,186.1 | $ | 87.67 | $ | 21,786.6 | $ | 73.92 | |||||||||
| Less: Cost of sales | 23,595.1 | 78.54 | 26,583.5 | 85.73 | 20,826.0 | 70.67 | |||||||||||||||
| Consolidated gross margin | $ | 913.1 | $ | 3.04 | $ | 602.6 | $ | 1.94 | $ | 960.6 | $ | 3.25 | |||||||||
| Reconciliation of consolidated gross margin to gross refining margin: | |||||||||||||||||||||
| Consolidated gross margin | $ | 913.1 | $ | 3.04 | $ | 602.6 | $ | 1.94 | $ | 960.6 | $ | 3.25 | |||||||||
| Add: PBFX operating expense | 118.7 | 0.40 | 84.4 | 0.27 | 66.4 | 0.23 | |||||||||||||||
| Add: PBFX depreciation expense | 38.6 | 0.13 | 29.4 | 0.09 | 23.7 | 0.08 | |||||||||||||||
| Less: Revenues of PBFX | (340.2 | ) | (1.13 | ) | (281.5 | ) | (0.91 | ) | (254.8 | ) | (0.86 | ) | |||||||||
| Add: Refinery operating expense | 1,684.3 | 5.61 | 1,654.8 | 5.34 | 1,626.4 | 5.52 | |||||||||||||||
| Add: Refinery depreciation expense | 386.7 | 1.29 | 329.7 | 1.06 | 254.3 | 0.86 | |||||||||||||||
| Gross refining margin | $ | 2,801.2 | $ | 9.34 | $ | 2,419.4 | $ | 7.79 | $ | 2,676.6 | $ | 9.08 | |||||||||
Special Items: (3) | |||||||||||||||||||||
| Add: Non-cash LCM inventory adjustment | (250.2 | ) | (0.83 | ) | 351.3 | 1.13 | (295.5 | ) | (1.00 | ) | |||||||||||
| Add: Early railcar return expense | — | — | 52.3 | 0.17 | — | — | |||||||||||||||
| Gross refining margin excluding special items | $ | 2,551.0 | $ | 8.51 | $ | 2,823.0 | $ | 9.09 | $ | 2,381.1 | $ | 8.08 | |||||||||
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See Notes to Non-GAAP Financial Measures.
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 board of 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 obligations, the write down of inventory to the LCM, adjustment.changes in the liability for Tax Receivable Agreement due to factors out of PBF Energy’s control such as changes in tax rates, debt extinguishment costs related to refinancing activities 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.
The following tables reconcile net income as reflected in PBF Energy’s results of operations to EBITDA, EBITDA excluding special items and Adjusted EBITDA for the periods presented (in millions):
| Year Ended December 31, | |||||||||||||
| 2019 | 2018 | 2017 | |||||||||||
| Reconciliation of net income to EBITDA and EBITDA excluding special items: | |||||||||||||
| Net income | $ | 375.2 | $ | 175.3 | $ | 483.4 | |||||||
| Add: Depreciation and amortization expense | 436.1 | 369.7 | 291.0 | ||||||||||
| Add: Interest expense, net | 159.6 | 169.9 | 154.4 | ||||||||||
| Add: Income tax expense | 104.3 | 33.5 | 315.6 | ||||||||||
| EBITDA | $ | 1,075.2 | $ | 748.4 | $ | 1,244.4 | |||||||
Special Items: (3) | |||||||||||||
| Add: Non-cash LCM inventory adjustment | (250.2 | ) | 351.3 | (295.5 | ) | ||||||||
| Add: Change in Tax Receivable Agreement liability | — | (13.9 | ) | (250.9 | ) | ||||||||
| Add: Debt extinguishment costs | — | — | 25.5 | ||||||||||
| Add: Gain on Torrance land sale | (33.1 | ) | (43.8 | ) | — | ||||||||
| Add: Early railcar return expense | — | 52.3 | — | ||||||||||
| EBITDA excluding special items | $ | 791.9 | $ | 1,094.3 | $ | 723.5 | |||||||
| Reconciliation of EBITDA to Adjusted EBITDA: | |||||||||||||
| EBITDA | $ | 1,075.2 | $ | 748.4 | $ | 1,244.4 | |||||||
| Add: Stock based compensation | 37.3 | 26.0 | 26.8 | ||||||||||
| Add: Net non-cash change in fair value of catalyst obligations | 9.7 | (5.6 | ) | 2.2 | |||||||||
Add: Non-cash LCM inventory adjustment (3) | (250.2 | ) | 351.3 | (295.5 | ) | ||||||||
Add: Change in Tax Receivable Agreement liability (3) | — | (13.9 | ) | (250.9 | ) | ||||||||
Add: Debt extinguishment costs (3) | — | — | 25.5 | ||||||||||
| Adjusted EBITDA | $ | 872.0 | $ | 1,106.2 | $ | 752.5 | |||||||
——————————
See Notes to Non-GAAP Financial Measures.
Notes to Non-GAAP Financial Measures
The following notes are applicable to the Non-GAAP Financial Measures above:
| (1) | Represents the elimination of the noncontrolling interest associated with the ownership by the members of PBF LLC other than PBF Energy, as if such members had fully exchanged their PBF LLC Series A Units for shares of PBF Energy Class A common stock. |
| (2) | Represents an adjustment to reflect PBF Energy’s annualized statutory corporate tax rate of approximately 24.9%, 26.0% and 39.6% for the 2019, 2018 and 2017 periods, respectively, applied to the net income attributable to noncontrolling interest for all periods presented. The adjustment assumes the full exchange of existing PBF LLC Series A Units as described in (1) above. Our statutory tax rates were reduced in 2018 as a result of the TCJA enactment. |
| (3) | Special items: |
LCM inventory adjustment - LCM is a GAAP guidelinerequirement related to inventory valuation that requiresmandates 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 byusing 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-downwrite down the value of inventory to market value in accordance with the GAAP. In subsequent periods, the value of inventory is reassessed and aan LCM inventory adjustment is recorded to reflect the net change in the LCM inventory reserve between the prior period and the current period. Although we believe that non-GAAP financial measures, excluding theThe net impact of these LCM inventory adjustments are included in the Refining segment’s income from operations, but are excluded from the operating results presented, as applicable, in order to make such information comparable between periods.
The following table includes the LCM inventory reserve as of each date presented (in millions):
| 2019 | 2018 | 2017 | |||||||||
| January 1, | $ | 651.8 | $ | 300.5 | $ | 596.0 | |||||
| December 31, | 401.6 | 651.8 | 300.5 | ||||||||
The following table includes the corresponding impact of changes in the LCM inventory reserve on income from operations and net income for the periods presented (in millions):
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| Net LCM inventory adjustment (charge) benefit in income from operations | $ | 250.2 | $ | (351.3 | ) | $ | 295.5 | ||||
| Net LCM inventory adjustment (charge) benefit in net income | 188.0 | (260.0 | ) | 178.5 | |||||||
Gain on Torrance land sale - During the years ended December 31, 2019 and 2018, respectively, we recorded a gain 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 increased income from operations and net income by $33.1 million and $24.9 million, respectively, during the year ended December 31, 2019. The gain increased income from operations and net income by $43.8 million and $32.4 million, respectively, during the year ended December 31, 2018. There was no such gain in the year ended December 31, 2017.
Early Return of Railcars - During the year ended December 31, 2018 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 and $38.7 million, respectively. There were no such expenses in the years ended December 31, 2019 and December 31, 2017.
Change in Tax Receivable Agreement liability - During the year ended December 31, 2018, PBF Energy recorded a change in the Tax Receivable Agreement liability that increased income before taxes and net income by $13.9 million and $10.3 million, respectively. During the year ended December 31, 2017 PBF Energy recorded a change in Tax Receivable Agreement liability that increased income before income taxes and net income by $250.9 million and $151.5 million, respectively. There was no such change in the liability for the year ended December 31, 2019. The changes in the Tax Receivable Agreement liability reflect charges or benefits attributable to changes in PBF Energy’s obligation under the Tax Receivable Agreement due to factors out of our control such as changes in tax rates.
Debt Extinguishment Costs - During the year ended December 31, 2017, we recorded pre-tax debt extinguishment costs of $25.5 million related to the redemption of the 2020 Senior Secured Notes. These nonrecurring charges decreased net income by $15.4 million for the year ended December 31, 2017. There were no such costs in the years ended December 31, 2019 and December 31, 2018.
TCJA Enactment - We recorded a one-time adjustment in 2017 to deferred tax assets and liabilities in relation to the TCJA. The 2017 net income tax expense impact of $20.2 million consisted of a net tax expense of $193.5 million associated with the remeasurement of the Tax Receivable Agreement associated deferred tax assets and a net tax benefit of $173.3 million for the reduction of our deferred tax liabilities as a result of the TCJA.
Recomputed Income taxes on special items - The income tax impact of the special items, provide useful supplemental information to investors regardingother than TCJA related items, were calculated using the results and performance of our business and allow for more useful 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 preparedtax rates shown in accordance with GAAP.(2) above.
| (4) | Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of existing PBF LLC Series A Units as described in (1) above. |
| (5) | Represents weighted-average diluted shares outstanding assuming the conversion of all common stock equivalents, including options and warrants for PBF LLC Series A Units and performance share units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive) for the years ended December 31, 2019, 2018 and 2017, respectively. Common stock equivalents exclude the effects of options, warrants and performance share units to purchase 6,765,526, 1,293,242 and 6,820,275 shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the years ended December 31, 2019, 2018 and 2017, respectively. For periods showing a net loss, all common stock equivalents and unvested restricted stock are considered anti-dilutive. |
Liquidity and Capital Resources
Overview
Our primary sources of liquidity are our cash flows from operations and borrowing availability under our credit facilities, as more fully described below. We believe that our cash flows from operations and available capital resources will be sufficient to meet our and our subsidiariessubsidiaries’ capital expenditure,expenditures, working capital needs, dividend payments, debt service and share repurchase program requirements, as well as our obligations under the Tax Receivable Agreement, for the next twelve months. We expect to finance the planned Torrance Acquisition with a combination of cash on hand and proceeds from PBF Energy’s October 2015 Equity Offering and PBF Holding’s 2023 Senior Secured Notes offering. However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum oil market pricing and general economic, political and other factors beyond our control. We are in compliance as of December 31, 2019 with all of the covenants, including financial covenants, forin all of our debt agreements.
Cash Flow Analysis
Cash Flows from Operating Activities
Net cash provided by operating activities was $703.3$933.5 million for the year ended December 31, 20152019 compared to net cash provided by operating activities of $521.3$838.0 million for the year ended December 31, 2014.2018. Our operating cash flows for the year ended December 31, 20152019 included our net income of $261.2$375.2 million, plusdepreciation and amortization of $447.5 million, deferred income tax expense of $103.7 million, pension and other post-retirement benefits costs of $44.8 million, stock-based compensation of $37.3 million, net non-cash charges relating to the change in the fair value of our inventory repurchase obligations of $25.4 million, and changes in the fair value of our catalyst obligations of $9.7 million, partially offset by a net non-cash benefit of $250.2 million relating to an LCM inventory adjustment, a gain on sale of $427.2assets of $29.9 million and change in fair value of contingent consideration of $0.8 million. In addition, net changes in operating assets and liabilities reflected cash inflows of approximately $170.8 million driven by the timing of inventory purchases, payments for accrued expenses and accounts payable and collections of accounts receivables. Our operating cash flows for the year ended December 31, 2018 included our net income of $175.3 million, depreciation and amortization of $207.0$378.6 million, deferred income tax expense of $32.7 million, pension and other post-retirement benefits costs of $47.4 million, a net non-cash charge of $351.3 million relating to an LCM inventory adjustment, stock-based compensation of $26.0 million, partially offset by a gain on sale of assets of $43.1 million, net non-cash charges relating to the change in the fair value of our inventory repurchase obligations of $31.8 million, change in the Tax Receivable Agreement liability of $13.9 million and changes in the fair value of our catalyst obligations of $5.6 million. In addition, net changes in operating assets and liabilities reflected uses of cash of approximately $78.9 million driven by the timing of inventory purchases, payments for accrued expenses and accounts payable and collections of accounts receivables.
Net cash provided by operating activities was $838.0 million for the year ended December 31, 2018 compared to net cash provided by operating activities of $685.7 million for the year ended December 31, 2017. Our operating cash flows for the year ended December 31, 2017 included our net income of $483.4 million, deferred income tax expense of $313.8 million, depreciation and amortization of $299.9 million, pension and other post-retirement benefits costs of $42.2 million, stock-based compensation of $26.8 million, debt extinguishment costs related to the refinancing of our 2020 Senior Secured Notes of $25.5 million, the change in the fair value of our inventory repurchase obligations of $63.4 million, pension and other post-retirement benefits costs of $27.0 million, and stock-based compensation of $13.5 million, partially offset by change in the fair value of our catalyst lease of $10.2 million and a gain on the sale of assets of $1.0 million. In addition, net changes in working capital reflected uses of cash of $284.8 million driven by inventory purchases and timing of liability payments. Our operating cash flows for the year ended December 31, 2014 included our net income of $51.4 million, plus net non-cash charges relating to an LCM adjustment of $690.1 million, depreciation and amortization of $188.2 million, pension and other post-retirement benefits of $22.6 million, and stock-based compensation of $7.2 million, partially offset by change in the fair value of our inventory repurchase obligations of $93.2$13.8 million, changes in the fair value of our catalyst leaseobligations of $4.0$2.2 million and a gainloss on salesthe sale of assets of $0.9$1.5 million, partially offset by change in the Tax Receivable Agreement liability of $250.9 million, and a net non-cash benefits relating to an LCM inventory adjustment of $295.5 million. In addition, net changes in working capitaloperating assets and liabilities reflected usessources of cash of $340.1approximately $23.0 million driven by the timing of inventory purchases, payments for accrued expenses and timing of accounts payables payments.
Cash Flows from Investing Activities
Net cash used in investing activities was $812.1$712.6 million for the year ended December 31, 20152019 compared to $663.6$685.6 million for the year ended December 31, 2014.2018. The net cash flows used in investing activities for the year ended December 31, 20152019 was comprised of $565.3cash outflows of $404.9 million used in the acquisition of the Chalmette refinery,for capital expenditures, totaling $354.0 million, expenditures for refinery turnarounds of $53.6$299.3 million and expenditures for other assets of $8.2$44.7 million, partially offset by $168.3proceeds of $36.3 million in proceeds fromrelated to the sale of railcars and net purchases of marketable securities of $0.7 million.land at our Torrance refinery. Net cash used in investing activities for the year ended December 31, 20142018 was comprised of cash outflows of $317.5 million for capital expenditures, totaling $476.4 million, net purchases of marketable securities of $234.9 million, expenditures for refinery turnarounds of $137.7$266.0 million, and expenditures for other assets of $17.3$17.0 million, expenditures for the acquisition of the East Coast Storage Assets by PBFX of $75.0 million and expenditures for the acquisition of the Knoxville Terminals by PBFX of $58.4 million, partially offset by $202.7proceeds of $48.3 million in proceeds fromrelated to the sale of railcars.land at our Torrance refinery.
Net cash used in investing activities was $663.6$685.6 million for the year ended December 31, 20142018 compared to net cash used in investing activities of $313.3$687.0 million for the year ended December 31, 2013.2017. Net cash used in investing activities for the year ended December 31, 2013 consisted primarily2017 was comprised of cash outflows of $306.7 million for capital expenditures, totaling $318.4 million, expenditures for refinery turnarounds of $64.6$379.1 million, primarily at our Toledo refinery and expenditures for other assets of $32.7$31.2 million and expenditures for the acquisition of the Toledo Products Terminal by PBFX of $10.1 million, partially offset by $102.4$40.1 million in proceeds from the sale of assets.net maturities of marketable securities.
Cash Flows from Financing Activities
Net cash provided byused in financing activities was $679.9$3.3 million for the year ended December 31, 2015 compared to net cash provided by financing activities of $433.1 million for the year ended December 31, 2014. For the year ended December 31, 2015, net cash provided by financing activities consisted primarily of $500.0 million in
Net cash used in financing activities was $128.1 million for the year ended December 31, 2018 compared to net cash used in financing activities of $172.0 million for the year ended December 31, 2017. For the year ended December 31, 2017, net cash used in financing activities consisted of distributions and dividends of $181.5 million, full repayment of the PBFX Term Loan of $39.7 million, net repayments of the PBFX Revolver of $159.5 million, payments of contingent considerationprincipal under the PBF Rail Term Loan of $6.6 million, deferred financing costs related to the Toledo acquisitionPBFX 2023 Senior Notes of $3.7 million, repayment of the note payable of $1.2 million and repurchases of our common stock in connection with tax withholding obligations upon the vesting of certain restricted stock awards of $1.0 million, partially offset by the proceeds from the issuance of the additional amount of the PBFX 2023 Senior Notes of $178.5 million, cash proceeds of $21.4 million and $1.0 million for deferred financing costs offset by $15.0 million of net proceeds from revolver borrowings, $14.3 million in proceeds from sale of catalyst and $1.8 million from the exerciseissuance of PBF LLC Series A options and warrants.
the 2025 Senior Secured Notes
The cash flow activity of PBF LLC for the years ended December 31, 2019, December 31, 2018 and December 31, 2017 is materially consistent with that of PBF Energy discussed above, other than changes in deferred income taxes and certain working capital items, which are different from PBF Energy due to certain tax related items not applicable to PBF LLC. Additionally, PBF LLC reflects net borrowings of $3.1 million and net proceeds from the offering of approximately $665.8 million were used to repay our Paulsboro Promissory Note in the amount of $150.6 million, our Term Loan Facility in the amount of $123.8 million, our Toledo Promissory Note in the amount of $181.7$44.1 million and $102.5 million for the years ended December 31, 2019, 2018, and 2017, respectively, related to reduce indebtedness underan affiliate loan with PBF Energy, included in cash flows from financing activities, which eliminates in consolidation at PBF Energy.
Capitalization
Our capital structure was comprised of the Revolving Loan.following as of December 31, 2019 (in millions):
| December 31, 2019 | |||
Debt, including current maturities (1): | |||
| PBF LLC debt | |||
| Affiliate note payable | $ | 376.4 | |
| PBF Holding debt | |||
| 2025 Senior Notes | 725.0 | ||
2023 Senior Notes | 500.0 | ||
| PBF Rail Term Loan | 14.5 | ||
| Catalyst financing arrangements | 47.6 | ||
| PBF Holding debt | 1,287.1 | ||
| PBFX debt | |||
| PBFX 2023 Senior Notes | 525.0 | ||
| PBFX Revolving Credit Facility | 283.0 | ||
| PBFX debt | 808.0 | ||
| Unamortized deferred financing costs | (32.4 | ) | |
| Unamortized premium on PBFX 2023 Senior Notes | 2.2 | ||
| Total PBF LLC debt, net of unamortized deferred financing costs and premium | 2,441.3 | ||
| Less: Affiliate note payable | (376.4 | ) | |
Total PBF Energy debt, net of unamortized deferred financing costs and premium (2) | $ | 2,064.9 | |
| Total PBF Energy Equity | $ | 3,585.5 | |
Total PBF Energy Capitalization (3) | $ | 5,650.4 | |
| Total PBF Energy Debt to Capitalization Ratio | 37 | % | |
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(1) Refer to “Note 9 - Credit Facilities and Debt” and “Note 10 - Affiliate Note Payable - PBF LLC” of our Notes to Consolidated Financial Statements for further discussion related to debt.
(2) Excludes the PBF LLC affiliate note payable that is eliminated at the PBF Energy level.
(3) Total Capitalization refers to the sum of debt, excluding intercompany debt, plus total Equity.
Debt Transactions
On NovemberJanuary 24, 2015,2020, PBF Holding and PBF Finance Corporation issued $500.0 million$1.0 billion in aggregate principal amount of the 2023 Senior Secured Notes.6.00% senior unsecured notes due 2028. The net proceeds from this offering were approximately $490.0$989.0 million after deducting the initial purchasers’ discount and estimated offering expenses. The Company intends to useWe used the proceeds for general corporate purposes, including to fundredeem our outstanding 2023 Senior Notes, to pay a portion of the cash consideration for the Martinez Acquisition and for general corporate purposes.
We closed on the acquisition of the Martinez refinery on February 1, 2020. The purchase price for the pending acquisitionMartinez Acquisition was $960.0 million plus approximately $230.0 million for estimated hydrocarbon inventory, which is subject to final valuation. In addition, we also have an obligation to make certain post-closing payments to the Seller if certain conditions are met including earn-out payments based on certain earnings thresholds of the TorranceMartinez refinery (as set forth in the Sale and related logistics assets.Purchase Agreement), for a period of up to four years following the
closing. The Senior Secured Notes are senior obligationstransaction was financed through a combination of PBF Holding and payment is jointly and severally guaranteedcash on a senior secured basis by certain of PBF Holding’s subsidiaries representing substantially all of its present assets. The 2020 Senior Secured Notes are, and the 2023 Senior Secured Notes are initially, secured, subject to certain exceptions and permitted liens, on a first-priority basis by substantially allhand, including proceeds from our offering of the present2028 Senior Notes, and future assets of PBF Holding and its subsidiaries (other than assets securing theborrowings under our Revolving Loan), which also constitute collateral securing certain hedging obligations and any existing or future indebtedness which is permitted to be secured on a pari passu basis with the Senior Secured Notes to the extent of the value of the collateral.Credit Facility.
Revolving Credit Facilities Overview
Our primary sources of liquidity are cash flows from operations with additional sources available under borrowing capacity from our revolving lines of credit. As of December 31, 2019, PBF Energy had $814.9 million of cash and cash equivalents, no outstanding balance under the Senior Secured Notes have repurchase options exercisable only uponRevolving Credit Facility and $283.0 million outstanding under the PBFX Revolving Credit Facility. We believe available capital resources will be adequate to meet our capital expenditure, working capital and debt service requirements. We had available capacity under revolving credit facilities as follows at December 31, 2019 (in millions):
| Total Commitment | Amount Borrowed as of December 31, 2019 | Outstanding Letters of Credit | Available Capacity | Expiration date | ||||||||||||||
| Revolving Credit Facility (a) | $ | 3,400.0 | $ | — | $ | 221.4 | $ | 1,461.3 | May 2023 | |||||||||
| PBFX Revolving Credit Facility | 500.0 | 283.0 | 4.8 | 212.2 | July 2023 | |||||||||||||
| Total Credit Facilities | $ | 3,900.0 | $ | 283.0 | $ | 226.2 | $ | 1,673.5 | ||||||||||
(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 |
Additional Information on Indebtedness
Our debt, including our revolving credit facilities, term loans and senior notes, include certain asset sale transactions, or in event of a default as defined in the indentures. The indentures contain customary terms, events of defaulttypical financial covenants and covenants for an issuer of non-investment grade debt securities. These covenants include limitationsrestrictions on the issuers’ and its restrictedour subsidiaries’ ability to, among other things, incur additional indebtedness or issueguarantee new debt, engage in certain preferred stock; make equity distributions, pay dividends on or repurchase capital stock or make other restricted payments; enter intobusiness activities including transactions with affiliates; create liens;affiliates and asset sales, make investments or distributions, engage in mergers and consolidations or otherwise sell all or substantially all of our assets; designate subsidiaries as unrestricted subsidiaries; makepay dividends in certain investments; and limit the ability of restricted subsidiaries to make payments to PBF Holding.circumstances. These covenants are subject to a number of important exceptions and qualifications. ManyFor further discussion of our indebtedness and these covenants will ceaseand restrictions, see “Note 9 - Credit Facilities and Debt” of our Notes to apply or will be modified during a covenant suspension event, including when the Senior Secured Notes are rated investment grade. Certain covenants for the 2023 Senior Secured Notes will also be modified following a Collateral Fall-Away Event.Consolidated Financial Statements.
PBF Holding isand PBFX were in compliance with thetheir respective debt covenants as of December 31, 2015.2019.
Cash Balances
As of December 31, 2015, our2019, PBF Energy and PBF LLC cash and cash equivalents totaled $938.9 million. We also had $1.5$814.9 million in restricted cash, which was included within deferred charges and other assets, net on our balance sheet.$813.7 million, respectively.
Liquidity
As of December 31, 2015,2019, our total liquidity was approximately $1,538.6$2,276.2 million, compared to total liquidity of approximately $1,109.9$1,677.4 million as of December 31, 2014. Total2018. Our total liquidity is the sum of our cash and cash equivalents plusequal to the amount of excess availability under the Revolving Loan. AsCredit Facility, which includes PBF Energy cash balance at December 31, 2019. In addition, as of December 31, 2015,2019, PBFX had additionalapproximately $212.2 million of borrowing capacity under the PBFX Revolving Credit Facility compared with $340.0 million as of $298.5 million, whichDecember 31, 2018. The PBFX Revolving
Credit Facility is available to PBFX to fund working capital, acquisitions, distributions, and capital expenditures, and for other general corporate purposes.
Working Capital
Working capital has increased during the year ended December 31, 2019 primarily as a result of earnings and the cash proceeds from the issuance of the 2023 Senior Secured Notes.change in our LCM inventory adjustment, partially offset by capital expenditures, including turnaround costs, and dividends and distributions.
Crude and Feedstock Supply Agreements
We hadhave a similar supply agreementcontract with MSCG, which was terminated effective July 31, 2014,Saudi Aramco pursuant to supply the crude oil requirements for our Toledo refinery, under which we took titlehave been purchasing up to MSCG’s crude oil at certain interstate pipeline delivery locations. Payment for the crude oil under the Toledo supply agreement was due three days after it was processed by us or sold to third parties. We did not have to post letters of credit for these purchases and the Toledo supply agreement allowed us to price and pay for our crude oil as it was processed, which reduced the time we were exposed to market fluctuations. We recorded an accrued liability at each period-end for the amount we owed MSCG for the crude oil that we owned but had not processed. Subsequent to the term of the MSCG supply agreement, we have sourced all our Toledo crude oil needs independently, which has increased the volumesapproximately 100,000 bpd of crude oil from Saudi Aramco that is processed at our Paulsboro refinery. In connection with the Chalmette Acquisition we own.
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. In addition, we have entered into certain offtake agreements for our West Coast system with the same counterparty for clean products with varying terms up to 15 years.
Inventory Intermediation Agreements
We entered into two separate Inventory Intermediation Agreements with J. Aron, to support the operations of the East Coast Refineries. The Inventory Intermediation Agreement by and among J. Aron, PBF Holding and DCR expires on June 26, 2013,30, 2021, which commenced upon the termination of the product offtake agreements with MSCG. On May 29, 2015, we entered into amended and restated inventory intermediation agreements with J. Aron pursuant to which certain terms of the existing inventory intermediation agreements were amended, including, among other things, pricing and an extension of the term for a period of two years from the original expiry date of July 1, 2015, subject to certain early termination rights. In addition, the A&R Intermediation Agreements include one-year renewal clausesmay be further extended by mutual consent of both parties.the parties to June 30, 2022. The Inventory Intermediation Agreement by and among J. Aron, PBF Holding and PRC expires on December 31, 2021, which term may be further extended by mutual consent of the parties to December 31, 2022. If not extended, at expiration, we will be required to repurchase the inventories outstanding under the Inventory Intermediation Agreement at that time.
Pursuant to each A&RInventory Intermediation Agreement, J. Aron will continue to purchasepurchases and holdholds title to certain of the intermediate and finished productsJ. Aron Products produced by the Paulsboro and Delaware City refineries, respectively,East Coast Refineries, and delivered into tanks at the refineries. Furthermore,our J. Aron agreesStorage Tanks. J. Aron has agreed to sell the J. Aron Products back to Paulsboro refinery and Delaware City refinerythe East Coast Refineries as the Productsthey are discharged out of the Refineries’ tanks.our J. Aron Storage Tanks. J. Aron has the right to store the J. Aron Products purchased in tanks under the A&RInventory Intermediation Agreements and will retain these storage rights for the term of the agreements. PBF Holding will continuecontinues to market and sell the J. Aron Products independently to third parties.
At December 31, 2015, the2019, LIFO value of crude oil, intermediates and finished products owned by J. Aron included within inventory onInventory in our balance sheetConsolidated Balance Sheets was $411.4$355.6 million. We accrue a corresponding liability for such crude oil, intermediates and finished products.
Capital Spending
PBFX. We currently expect to spend an aggregate of approximately between $475.0$550.0 million to $500.0$600.0 million in netexcluding PBFX and any capital expenditures during 2016related to the Martinez Acquisition, for facility improvements and refinery maintenance and turnarounds, excluding any potential capital expenditures related to the pending Torrance Acquisition and PBFX Plains Asset Purchase. Significant capital spending plans for 2016 include turnarounds for the coker at our Delaware City refinery and the FCC at our Paulsboro refinery, as well as expenditures to meet Tier 3environmental and regulatory requirements. In addition, PBFX expects to spend an aggregate of approximately $22.0 to $34.0 million in net capital expenditures during 2020.
Contractual Obligations and Commitments
The following table summarizes our material contractual payment obligations as of December 31, 2015.2019 (in millions). The table below does not include any contractual obligations with PBFX as these related party transactions are eliminated upon consolidation of our financial statements. This table also excludes any obligations or commitments associated with the Martinez refinery that was acquired on February 1, 2020.
| Payments due by period | Payments due by period | |||||||||||||||||||||||||||||||||||||||
| Total | Less than 1 year | 1-3 Years | 3-5 Years | More than 5 years | Total | Less than 1 year | 1-3 Years | 3-5 Years | More than 5 years | |||||||||||||||||||||||||||||||
| PBF Energy: | ||||||||||||||||||||||||||||||||||||||||
| Long-term debt (a) | $ | 2,098,117 | $ | 17,252 | $ | 530,865 | $ | 700,000 | $ | 850,000 | $ | 2,095.1 | $ | 21.4 | $ | 40.7 | $ | 1,308.0 | $ | 725.0 | ||||||||||||||||||||
| Interest payments on debt facilities (a) | 739,989 | 126,225 | 246,086 | 202,522 | 165,156 | 607.5 | 138.3 | 276.5 | 166.4 | 26.3 | ||||||||||||||||||||||||||||||
| Delaware Economic Development Authority Loan (b) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Operating Leases (c) | 458,358 | 96,229 | 173,653 | 130,193 | 58,283 | |||||||||||||||||||||||||||||||||||
| Purchase obligations (d): | ||||||||||||||||||||||||||||||||||||||||
| Crude Supply and Inventory Intermediation Agreements | 2,333,615 | 876,142 | 731,853 | 725,620 | — | |||||||||||||||||||||||||||||||||||
Leases and other rental-related commitments (b) | 641.3 | 193.9 | 128.1 | 71.1 | 248.2 | |||||||||||||||||||||||||||||||||||
Purchase obligations: (c) | ||||||||||||||||||||||||||||||||||||||||
| Crude and Feedstock Supply and Inventory Intermediation Agreements | 6,494.9 | 3,331.7 | 3,149.1 | 14.1 | — | |||||||||||||||||||||||||||||||||||
| Other Supply and Capacity Agreements | 990,365 | 184,314 | 285,829 | 187,075 | 333,147 | 544.1 | 138.5 | 109.3 | 97.1 | 199.2 | ||||||||||||||||||||||||||||||
| Construction obligations | 7,400 | 7,400 | — | — | — | 37.2 | 37.2 | — | — | — | ||||||||||||||||||||||||||||||
| Environmental obligations | 15,646 | 2,284 | 1,946 | 1,768 | 9,648 | 141.2 | 12.8 | 35.3 | 17.2 | 75.9 | ||||||||||||||||||||||||||||||
| Pension and post-retirement obligations | 186,341 | 11,957 | 15,111 | 15,735 | 143,538 | 274.9 | 15.8 | 33.4 | 27.0 | 198.7 | ||||||||||||||||||||||||||||||
| Total contractual cash obligations | $ | 6,829,831 | $ | 1,321,803 | $ | 1,985,343 | $ | 1,962,913 | $ | 1,559,772 | ||||||||||||||||||||||||||||||
Tax Receivable Agreement obligation (f) | 373.5 | — | 75.6 | 107.8 | 190.1 | |||||||||||||||||||||||||||||||||||
East Coast Storage Assets Contingent Consideration (g) | 30.6 | 10.7 | 19.9 | — | — | |||||||||||||||||||||||||||||||||||
| Total contractual cash obligations for PBF Energy | $ | 11,240.3 | $ | 3,900.3 | $ | 3,867.9 | $ | 1,808.7 | $ | 1,663.4 | ||||||||||||||||||||||||||||||
| Adjustments for PBF LLC: | ||||||||||||||||||||||||||||||||||||||||
Less: Tax Receivable Agreement obligation (h) | (373.5 | ) | — | (75.6 | ) | (107.8 | ) | (190.1 | ) | |||||||||||||||||||||||||||||||
Add: Affiliate Note Payable (h) | 376.4 | — | — | — | 376.4 | |||||||||||||||||||||||||||||||||||
| Total contractual cash obligations for PBF LLC | $ | 11,243.2 | $ | 3,900.3 | $ | 3,792.3 | $ | 1,700.9 | $ | 1,849.7 | ||||||||||||||||||||||||||||||
(a) Long-term Debtdebt and Interest Paymentspayments on Debt Facilitiesdebt facilities
Long-term obligations represent (i) the repayment of the outstanding borrowings under the Revolving Loan;Credit Facility; (ii) the repayment of indebtedness incurred in connection with the 2023 Senior SecuredNotes and 2025 Senior Notes; (iii) the repayment of our catalyst leasefinancing obligations on their maturity dates; (iv) the repayment of outstanding amounts under the PBFX Revolving Credit Facility the PBFX Term Loan and the PBFX 2023 Senior Notes; and (v) the repayment of outstanding amounts under the PBF Rail Facility;Term Loan. PBF Energy’s contractual obligations exclude the $376.4 million PBF LLC affiliate note payable, which bears interest at 2.5%, is due in 2030 and (vi)eliminates in consolidation at the repayment of outstanding intercompany notes payable with PBF Energy.Energy level.
Interest payments on debt facilities include cash interest payments on the 2023 Senior Secured Notes, PBFX Term Loan,2025 Senior Notes, PBFX Revolving Credit Facility, PBFX 2023 Senior Notes, catalyst leasefinancing obligations, PBF Rail Facility, our intercompany notes payable with PBF Energy,Term Loan, plus cash payments for the commitment fees on the unused portion on our revolving credit facilities and letter of credit fees on the letters of credit outstanding at December 31, 2015.2019. With the exception of our catalyst leasesfinancing obligations and outstanding borrowings on the PBFX Revolving Credit Facility,PBF Rail Term Loan, we have no long-term debt maturing before 20172023 as of December 31, 2015.2019.
The table above does not include future interest and principal repayments related to the January 2020 issuance of $1.0 billion in aggregate principal amount of the 2028 Senior Notes or the February 2020 redemption of the 2023 Senior Notes. Refer to “Debt Transactions” above, for further details.
Refer to “Note 9 - Credit Facilities and Debt” and “Note 10 - Affiliate Note Payable - PBF LLC” of our Notes to Consolidated Financial Statements for further discussion related to debt.
(b) Delaware Economic Development Authority Loan
We enter into operating leases and other rental-related agreements in the normal course of business, somebusiness. As described in “Note 2 - Summary of Significant Accounting Policies” of our Notes to Consolidated Financial Statements, we adopted new guidance on leases effective January 1, 2019 which brought substantially all leases with initial terms of over twelve months outstanding as of the implementation date onto our Consolidated Balance Sheets. Leases with initial terms of twelve months or less are considered short-term and we elected the practical expedient in the new lease guidance to exclude these leases from our Consolidated Balance Sheets. Some of our leases provide us with the option to renew the lease at or purchasebefore expiration of the leased item.lease terms. Future operating lease obligations would change if we chose to exercise renewal options andor if we enter into additional operating or finance lease agreements. Certain of our lease obligations contain a fixed and variable component. The table above reflects the fixed component of our lease obligations.obligations, including short-term lease expense. The variable component could be significant. Our operatingAdditionally, we have entered into a 15-year lease obligations are further explainedfor hydrogen supply, with future lease payments estimated to total approximately $212.6 million, expected to commence in the Commitmentssecond quarter of 2020. As this lease has not yet commenced, the table above does not include any contractual obligation for this lease. See “Note 14 - Leases” of our Notes to Consolidated Financial Statements for further details and Contingencies footnotedisclosures regarding our operating and finance lease obligations.
Also included within the lease section above are our obligations related to our financial statements, “Item 8. Financial Statements and Supplementary Data.” Weleased railcar fleet. In support of our rail strategy, we have at times entered into agreements to lease or purchase 5,900 crude railcars. Certain of these railcars which will enable us to transport this crude to each of our refineries. Any such leases will commence as the railcars are delivered. Of the 5,900 crude railcars, during 2015 and 2014 we purchased 1,122 and 1,403 railcars, respectively, andwere subsequently sold them to third parties, which have leased the railcars back to us for periods of between fivefour and seven years. On September 30, 2018, we agreed to voluntarily return a portion of railcars under an operating lease in order to rationalize certain components of our railcar fleet based on prevailing market conditions in the crude oil by rail market. Under the terms of the lease amendment, we agreed to pay the early termination penalty and will pay a reduced rental fee over the remaining term of the lease. As of December 31, 2019, $16.1 million of our total $52.3 million charge recognized in 2018 has not yet been paid and is included within the table above.
We also enter into contractual obligations with third parties for the right to use property for locating pipelines and accessing certain of our assets (also referred to as land easements) in the normal course of business. Our obligations regarding such land easements are included within Leases and other rental-related commitments in the table above. As described in “Note 2 - Summary of Significant Accounting Policies” of our Notes to Consolidated Financial Statements, we elected the practical expedient to not evaluate land easements for lease consideration under the new lease guidance adopted on January 1, 2019 and we have applied the new lease guidance to any new or modified land easements after the date of adoption. (c) Purchase obligations |
We have obligations to repurchase crude oil, feedstocks, certain intermediates and refined productsthe J. Aron Products under separate crude supply and inventory intermediation agreementsthe Inventory Intermediation Agreements with J. Aron and Statoil as further explained in the“Note 2 - Summary of Significant Accounting Policies, InventoriesPolicies”, “Note 5 - Inventories” and “Note 8 - Accrued Expenses footnotesExpenses” of our Notes to our financial statements, “Item 8.Consolidated Financial Statements and Supplementary Data.” Our agreements with Statoil for Paulsboro and Delaware City were terminated effective March 31, 2013 and December 31, 2015, respectively, at which time we began to source Paulsboro’s and Delaware City’s crude oil and feedstocks independently.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 20152019 year end market prices.
Payments under “Other Supply and Capacity Agreements” include contracts for the transportation of crude oil and supply of hydrogen, steam, or natural gas to certain of our refineries, contracts for the treatment of wastewater, and contracts for pipeline capacity. We enter into these contracts to facilitate crude oil deliveries and to ensure an adequate supply of energy 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. The amounts included in this table are based on fixed or minimum quantities to be purchased and the fixed or estimated costs based on market conditions as of December 31, 2015.2019.
The amounts included in this table exclude 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 the parties inability to agree to mutually acceptable payment terms and because of U.S. government sanctions against PDVSA. (d) Environmental obligations |
In connection with the Paulsboro acquisition,certain of our refinery and logistics acquisitions, we have assumed certain environmental remediation obligations to address existing soil and groundwater contaminationmatters that were outstanding at the site and recorded a liabilitytime of such acquisitions. In addition, in the amount of $10.4 million which reflects the present value of the current estimated cost of the remediation obligations assumed based on investigative work to-date. The undiscounted estimated costs related to these environmental remediation obligations were $15.6 million as of December 31, 2015.
(e) Pension and post-retirement obligations under regulatory orders unique to each site, including orders regulating air emissions from each facility.
Pension and post-retirement obligations include only those amounts we expect to pay out in benefit payments and are further explained in “Note 18 - Employee Benefit Plans” of our Notes to Consolidated Financial Statements.
(f) Tax Receivable Agreement obligation
The table above reflects PBF Energy’s estimated timing of payments under the Tax Receivable Agreement, including the impact of the TCJA, assuming that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement as of December 31, 2019. Refer to “Note 13 - Commitments and Contingencies” of our Notes to Consolidated Financial Statement for further discussion of the Tax Receivable Agreement.
(g) East Coast Storage Assets Contingent Consideration
The East Coast Storage Assets Contingent Consideration includes the estimated undiscounted Contingent Consideration amounts payable to Crown Point related to the PBFX acquisition of the East Coast Storage Assets and related annual earn-out payments through 2022.
(h) Affiliate Note Payable
As described in “Note 10 - Affiliate Note Payable - PBF LLC” of our Notes to Consolidated Financial Statements, as of December 31, 2019, PBF LLC had an outstanding note payable with PBF Energy for an aggregate principal amount of $376.4 million. The note has an interest rate of 2.5% and matures in April 2030, but may be prepaid in whole or in part at any time, at the Employee Benefit Plans footnoteoption of PBF LLC without penalty or premium. This affiliate note payable is a cash obligation of PBF LLC only and eliminates in consolidation for PBF Energy.
Martinez Acquisition
The Contractual Obligations and Commitments table as of December 31, 2019 above and its related notes (a) through (h) above do not include any contractual payment obligations related to our financial statements, “Item 8. Financial Statementsthe Martinez refinery and Supplementary Data.”related logistics assets that were acquired on February 1, 2020. Such contractual payment obligations assumed include: (i) leases and related rental commitments, (ii) purchase obligations, including crude and feedstock supply agreements and other supply and capacity agreements, (iii) environmental obligations and (iv) earn-out payments 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 closing.
Tax distributionsDistributions
PBF LLC is required to make periodic tax distributions to the members of PBF LLC, including PBF Energy, pro rata in accordance with their respective percentage interests for such period (as determined under the amended and restated limited liability company agreement of PBF LLC), subject to available cash and applicable law and contractual restrictions (including pursuant to our debt instruments) and based on certain assumptions. Generally, these tax distributions will be an amount equal to our estimate of the taxable income of PBF LLC for the year multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the nondeductibility of certain expenses). If, with respect to any given calendar year, the aggregate periodic tax distributions were less than the actual taxable income of PBF LLC multiplied by the assumed tax rate, PBF LLC will make a “true up” tax distribution, no later than March 15 of the following year, equal to such difference, subject to the available cash and borrowings of PBF LLC. As these distributions are conditional they have been excluded from the table above.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements as of December 31, 2015,2019, other than outstanding letters of credit in the amount of approximately $353.5$226.2 million.
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“Note 2 - Summary of Significant Accounting Policies” of our Notes to our financial statements,Consolidated Financial Statements, “Item 8. Financial Statements and Supplementary Data.”
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.
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 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. 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 with certain of these environmental obligations due to our short operating 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.
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 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.
Deferred taxes are provided using a liability method, whereby deferred tax assets are recognized for deductible temporary differences and December 31, 2014, respectively.
liabilities are adjusted for the effective date of ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) for all entities by one year. The guidance in ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. Under ASU 2015-14, this guidance becomes effective for interim and annual periods beginning after December 15, 2017 and permits the use of either the retrospective or cumulative effect transition method. Under ASU 2015-14, early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company continues to evaluate the impact of this new standard on its consolidated financial statements and related disclosures.
Pursuant to the Tax Receivable Agreement PBF Energy entered into at the time of its initial public offering, it is required to pay the current and former PBF LLC Series A unitholders, who exchange their units for PBF Energy stock or whose units we purchase, approximately 85% of the cash savings in income effects, if any,taxes that PBF Energy is deemed to realize as a result of the changeincrease in the tax basis of its interest in PBF LLC, including tax benefits attributable to payments made under the Tax Receivable Agreement. These payment obligations are of PBF Energy and not of PBF LLC or any of its subsidiaries. PBF Energy has recognized a liability for the Tax Receivable Agreement reflecting its estimate of the undiscounted amounts that it expects to pay under the agreement. PBF Energy’s estimate of the Tax Receivable Agreement liability is based, in part, on forecasts of future taxable income over the anticipated life of PBF Energy’s future business operations, assuming no material changes in the relevant tax law. The assumptions used in the forecasts are subject to substantial uncertainty about PBF Energy’s future business operations and the actual payments that it is required to make under the Tax Receivable Agreement could differ materially from its current estimates. PBF Energy must adjust the estimated Tax Receivable Agreement liability each time we purchase PBF LLC Series A Units or upon an exchange of PBF LLC Series A Units for PBF Energy Class A common stock. Such adjustments will be based on forecasts of future taxable income and PBF Energy’s future business operations at the time of such purchases or exchanges. Periodically, PBF Energy may adjust the liability based on an updated estimate of the amounts that it expects to pay, using assumptions consistent with those used in its concurrent estimate of the deferred tax asset valuation allowance. These periodic adjustments to the provisional amounts, calculated asTax Receivable Agreement liability, if the accounting had been completed at the acquisition date, (iii) that an entity present separately on the face of the income statement or disclose in the notes the portion of the amountany, are recorded in current-period earnings by line item that would have been recordedgeneral and administrative expense and may result in previous reporting periods if the adjustmentadjustments to the provisional amounts had been recognized as of the acquisition date. Under ASU 2015-16, this guidance becomes effective for annual periods beginning after December 15, 2016our income tax expense and interim periods within annual periods beginning after December 15, 2017 with prospective application with early adoption permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.
Recent Accounting Pronouncements
Refer to “Note 2 - Summary of financial position. Under ASU 2015-17, this guidance becomes effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods with early adoption permitted as of the beginning of an annual or interim period after issuance of the ASU. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures and expects to early adopt this guidance for periods beginning after December 31, 2015.
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.
At December 31, 20152019 and 2014,2018, we had gross open commodity derivative contracts representing 44.211.3 million barrels and 49.37.4 million barrels, respectively, with an unrealized net gain (loss) of $46.1$0.2 million and $31.2$7.2 million, respectively. The open commodity derivative contracts as of December 31, 20152019 expire at various times during 2016.2020.
We carry inventories of crude oil, intermediates and refined products (“hydrocarbon inventories”) on our balance sheet,Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled approximately 26.830.2 million barrels and 18.630.5 million barrels at December 31, 20152019 and December 31, 2014,2018, respectively. The average cost of our hydrocarbon inventories was approximately $83.55$79.63 and $94.29$78.78 per barrel on a LIFO basis at December 31, 20152019 and December 31, 2014,2018, respectively, excluding the net impact of LCM inventory adjustments of approximately $1,117.3$401.6 million and $690.1$651.8 million, respectively. During 2015 and 2014, theIf market prices of our inventory declineddecline to a level below our average cost, and we wrotemay be required to write down the carrying value of our hydrocarbon inventories to market.
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 approximately 52between 68 million and 74 million MMBTUs of natural gas amongst our four refineries.five refineries as of December 31, 2019. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $52$68.0 million to $74.0 million.
Compliance Program Price Risk
We are exposed to market risks related to 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.RFS. Our overall RINs obligation is based on a percentage of our domestic shipments of on-road fuels as established by the 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 this risk on our results of operations and cash flows we may purchase RINs or other environmental credits when the price of these instruments is deemed favorable.
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 requires the state to reduce its GHG emissions to 1990 levels by 2020. 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. We generally 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 availabilitycommitment under our Revolving LoanCredit Facility is $2.6$3.4 billion. Borrowings under the Revolving LoanCredit Facility bear interest either at the Alternative Base Rate plus the Applicable Margin or at the Adjusted LIBOR Rate plus the Applicable Margin, all as defined in the Revolving Loan. The Applicable Margin ranges from 1.50% to 2.25% for Adjusted LIBOR Rate Loans and from 0.50% to 1.25% for Alternative Base Rate Loans, depending on the Company’s debt rating.Credit Agreement. If this facility werewas fully drawn, a one percent1.0% change in the interest rate would increase or decrease our interest expense by approximately $26.0$21.9 million annually.
The PBFX Revolving Credit Facility, with a maximum commitment of $500.0 million, bears interest either at the Alternative Base Rate plus the Applicable Margin or at Adjusted LIBOR plus the Applicable Margin, all as defined in the PBFX Revolving Credit Facility andAgreement. If this facility was fully drawn, a 1.0% change in the PBFXinterest rate would increase or decrease our interest expense by approximately $4.3 million annually.
In addition, the PBF Rail Term Loan, which bearbears interest at a variable rate, and expose us to interest rate risk.had an outstanding principal balance of $14.5 million at December 31, 2019. A 1.0% change in the interest rate associated with the borrowings outstanding under these facilities would result in a $4.5 million change inincrease or decrease our interest expense assuming
We also have interest rate exposure in connection with our J. Aron Inventory Intermediation Agreements 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 will 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 yearyears ended December 31, 20152019, 2018 and December 31, 2014,2017, no single customer accounted for 10% or more of our total sales.
No single customer accounted for 10% or more of our total trade accounts receivable as of December 31, 2014.2019 and 2018, respectively.
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
Management’s Report on Internal Control over Financial Reporting - PBF Energy
Management assessed the effectiveness of ourPBF Energy’s internal control over financial reporting as of December 31, 2015,2019, 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, 2015, the Company’s2019, PBF Energy’s internal control over financial reporting is effective.
PBF LLC’s management is responsible for establishing and maintaining adequate internal control over financial reporting as permitteddefined in Rule 13a-15(f) of the Exchange Act. PBF LLC’s 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 PBF LLC’s internal control over financial reporting as of December 31, 2019, using the criteria set forth by Item 308(b)the Committee of Regulation S-K for non-accelerated filers.Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on such assessment, management concluded that as of December 31, 2019, PBF LLC’s internal control over financial reporting is effective.
Auditor Attestation Report
Our independent registered public accounting firm has issued an attestation report on the effectiveness of PBF Energy’s internal control over financial reporting, which is on page F-4 of this report.
Changes in Internal Control Over Financial Reporting
ITEM 9B. OTHER INFORMATION
On February 14, 2020, the Company exercised its rights under the indenture governing the 2023 Senior Notes to redeem all of the outstanding 2023 Senior Notes at a price of 103.5% of the aggregate principal amount thereof plus accrued and unpaid interest. The aggregate redemption price for all 2023 Senior Notes approximated $517.5 million plus accrued and unpaid interest. See “Note 25 - Subsequent Events” of the Notes to Consolidated Financial Statements included herein as part of “Item 8. Financial Statements and Supplementary Data”.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required under this Item will be contained in PBF Energy’s 2016our 2020 Proxy Statement, incorporated herein by reference.
See also Information About Our Executive Officers of the Registrant under “Item 1. Business” of this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements. The consolidated financial statements of PBF Energy Inc., PBF Energy Company LLC and their 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 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 | |
2.1† | Contribution Agreement dated as of April 24, 2019 by and between PBF Energy Company LLC and PBF Logistics LP (incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated April 26, 2019 (File No. 001-35764)) | |
| Contribution Agreement dated as of August 31, 2016 by and between PBF Energy Company LLC and PBF Logistics LP (incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||
| Contribution Agreement dated as of February 15, 2017 by and between PBF Energy Company LLC and PBF Logistics LP (incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated February 22, 2017 (File No. 001-35764)). | ||
| Purchase Agreement dated as of January 29, 2016 by and between PBF Logistics Products Terminals LLC and Plains Products Terminals LLC (incorporated by reference to Exhibit 2.1 filed with PBF Logistics LP’s Current Report on Form 8-K dated February 4, 2016 (File No. 001-36446)). | ||
2.5† | 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)). | |
| Sale and Purchase Agreement by and between PBF Holding Company LLC and ExxonMobil Oil Corporation and its subsidiary, Mobil Pacific Pipeline Company as of September 29, | ||
| Sale and Purchase Agreement by and between PBF Holding Company LLC, ExxonMobil Oil Corporation, Mobil Pipe Line Company and PDV Chalmette, L.L.C. as of June 17, | ||
| Amended and Restated | ||
| Second Amended and Restated Bylaws of PBF Energy Inc. (incorporated by reference to Exhibit 3.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated February 15, 2017 (File No. 001-35764)). | ||
| Indenture dated as of | ||
| Indenture dated May 12, 2015, among PBF Logistics LP, PBF Logistics Finance Corporation, the Guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee and Form of Note (included as Exhibit A) | ||
| Supplemental Indenture dated June 19, 2015, among PBF Logistics LP, PBF Logistics Finance Corporation, the Guarantors named therein and Deutsche Bank Trust Company Americas, as trustee | ||
| Second Supplemental Indenture dated June 28, 2016, among PBF Logistics Products Terminals LLC, PBF Logistics LP, PBF Logistics Finance Corporation, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated August 4, 2016 (File No. 001-36446)). | ||
| Third Supplemental Indenture dated as of October 24, 2016, among Torrance Valley Pipeline Company LLC, PBFX Operating Company LLC, PBF Logistics LP, PBF Logistics Finance Corporation, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference herein to Exhibit 4.8 to the Annual Report on Form 10-K (File No. 001-36446) filed on February 24, 2017). | ||
| Fourth Supplemental Indenture dated as of March 13, 2017, among Paulsboro Natural Gas Pipeline Company LLC, PBF Logistics LP, PBF Logistics Finance Corporation, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference herein to Exhibit 4.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-36446) filed on May 4, 2017). | ||
| Fifth Supplemental Indenture dated October 6, 2017, among PBF Logistics LP, PBF Logistics Finance Corporation and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on October 6, 2017). | ||
| Sixth Supplemental Indenture dated as of September 11, 2018, among DCR Storage and Loading LLC, Chalmette Logistics Company LLC, Toledo Rail Logistics Company LLC, Paulsboro Terminaling Company LLC, PBF Logistics LP, PBF Logistics Finance Corporation, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated October 31, 2018 (File No. 001-36446)). | ||
| Joinder Agreement dated May 26, 2016, among PBF Logistics Products Terminals LLC and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 4.1 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated August 4, 2016 (File No. 001-36446)). | ||
| Amended and Restated Registration Rights Agreement of PBF Energy Inc. dated as of December 12, 2012 | ||
| Form of PBF Energy Non-Qualified Stock Option Agreement under the Amended and Restated PBF Energy Inc. | ||
| Form of PBF Energy Performance Unit Award Agreement 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 2, 2018 (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 | ||
| Form of Restricted Stock Award Agreement for Non- Employee Directors under the PBF Energy Inc. 2012 Equity Incentive Plan. (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated | ||
| Form of | ||
| Form of Restricted Stock Agreement for Employees, under PBF Energy Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated November 4, 2016 (File No. 001-35764)). | ||
| Form of Restricted Stock Agreement for Non-Employee Directors under the PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated August 3, 2017 (File No. 001-35764)). | ||
| Form of 2017 Equity Incentive Plan Restricted Stock Agreement for Employees (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on October 31, 2017). | ||
| Form of 2017 Equity Incentive Plan Non-Qualified Stock Agreement (incorporated by reference to Exhibit 10.2 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on October 31, 2017). | ||
| Amended and | ||
| Form of Amended and | ||
| Form of Amended and | ||
| 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 | ||
| 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)). | ||
| 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)). | ||
| Joinder Agreement dated as of September 7, 2018, among DCR Storage and Loading LLC, Chalmette Logistics Company LLC, Toledo Rail Logistics Company LLC, Paulsboro Terminaling Company LLC and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.4 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated October 31, 2018 (File No. 001-36446)). | ||
| Delaware Pipeline Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware Pipeline Company LLC | ||
| Delaware City Truck Loading Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware City Logistics Company LLC | ||
| Second Amended and Restated Inventory Intermediation Agreement dated as of August 29, 2019, among J. Aron & Company LLC, PBF Holding Company LLC and Paulsboro Refining Company LLC (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 4, 2019 (File No. 001-35764)). | ||
| Delaware City Rail Terminaling Services Agreement, dated as of May 14, 2014 | ||
| 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)). | ||
| 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)). | ||
| 10.35 | Amended and Restated Toledo Truck Unloading & Terminaling Agreement effective as of June 1, 2014 | |
| 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 | ||
| 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). | ||
| Amended and Restated Guaranty of Collection, dated as of October 6, 2017 (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on October 6, 2017). | ||
| Reaffirmation Agreement, dated as of December 5, 2014, | ||
| Designation of Other Guaranteed Revolving Credit Obligations, dated as of December 12, 2014 with respect to the Amended and Restated Guaranty of Collection (incorporated by reference to Exhibit 10.8.2 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated August 6, 2015 (File No. 001-35764)). | ||
| Amended and Restated Revolving Credit Agreement dated as of July 30, 2018, among PBF Logistics LP, | ||
| Second Amended and Restated Agreement of Limited Partnership of PBF Logistics LP dated as of September 15, 2014 (incorporated by reference to Exhibit 3.1 filed with PBF Logistics LP’s Current Report on Form 8-K dated September 19, 2014 (File No. 001-36446)). | ||
| Amended and Restated Delaware City West Ladder Rack Terminaling Services Agreement | ||
| Storage and Terminaling Services Agreement dated as of December 12, 2014 among PBF Holding Company LLC and Toledo Terminaling Company LLC | ||
| Amended and Restated Limited Liability Company Agreement of PBF Energy Company LLC | ||
| Exchange Agreement, dated as of December 12, 2012 | ||
| Tax Receivable Agreement, dated as of December 12, 2012 | ||
| Restated Warrant and Purchase Agreement between PBF Energy Company LLC and the officers party thereto, as amended | ||
| Form of Indemnification Agreement | ||
| PBF Logistics LP 2014 Long-Term Incentive Plan, adopted as of May 14, 2014 | ||
| Form of Phantom Unit Agreement for Employees, under the PBF Logistics LP 2014 Long-Term Incentive Plan | ||
| Form of Phantom Unit Agreement for Non-Employee Directors, under the PBF Logistics LP 2014 Long-Term Incentive Plan | ||
| Form of Indemnification Agreement between PBF Logistics LP, PBF Logistics GP LLC and each of the executive officers and directors of PBF Logistics LP and PBF Logistics GP LLC | ||
| 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)). | ||
| 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 | ||
| Consent of Deloitte & Touche LLP | ||
| Consent of Deloitte & Touche LLP | ||
| Power of Attorney (included on signature page) | ||
| Certification by Chief Executive Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| Certification by Chief Financial Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| Certification by Chief Executive Officer of PBF Energy 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 Energy Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
32.1*(1) | Certification by Chief Executive Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| Certification by Chief Financial Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| Certification by Chief Executive Officer of PBF Energy 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 Energy 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 | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 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. |
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| PBF Energy Inc. | ||
| PBF Energy Company LLC | ||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of PBF Energy Inc., and subsidiaries
Opinion on the Managing Member of
Financial Statements
We have audited the accompanying consolidated balance sheets of PBF Energy Company LLCInc. and subsidiaries (the “Company”"Company") as of December 31, 20152019 and 2014, and2018, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2015. These2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements arepresent fairly, in all material respects, the responsibilityfinancial position of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
We conducted our auditshave also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 2 to the financial statements, effective January 1, 2019, the Company adopted FASB Accounting Standards Update 2016-02, Leases (Topic 842), using the modified retrospective approach. Consistent with management’s disclosure in Note 2, the adoption of ASC 842 has a material effect on the financial statements and financial statement disclosures. As of the date of implementation on January 1, 2019, the impact of the adoption of ASC 842 resulted in the recognition of a right of use asset and lease payable obligation on the Company’s consolidated balance sheet of approximately $250.0 million. As the right of use asset and the lease payable obligation were the same upon adoption of ASC 842, there was no cumulative effect on the Company’s retained earnings.
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 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. 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 matter or on the accounts or disclosures to which it relates.
Deferred Refinery Turnaround Costs - Amortization Period - Refer to Notes 2 and 7 to the financial statements
Critical Audit Matter Description
The Company routinely performs turnaround activities at each of its refineries. Refinery turnaround costs, which are incurred in connection with planned major maintenance activities, are deferred when incurred and amortized on a straight-line basis over the period of time estimated until the next planned turnaround occurs. Management determines the amortization period based on an evaluation determined by the engineers at the respective refineries. The estimate is developed using the engineers’ technical knowledge and experience, as well as the future turnaround plans made by refinery leadership. Management estimates the amortization period of the deferred turnaround costs ranging primarily from three to six years; however, based upon the specific facts and circumstances, different periods of deferral occur. The total cash expenditures in the current year related to turnarounds was $299.3 million.
Given the materiality of the amount subject to amortization and the judgement and technical knowledge required to estimate the amortization period of the turnarounds, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgement and an increased extent of effort, including the need to involve specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the determination of the amortization period of the turnaround projects included the following, among others:
We tested the effectiveness of controls over the approval of the amortization period and the recording of amortization.
For current year turnaround projects, we inquired of operations personnel regarding the in-service date of the asset, the amortization period assigned, and the scope and nature of the turnaround project performed.
With the assistance of our fair value specialists, we evaluated the reasonableness of the estimated amortization period by:
Testing the source information underlying the determination of the amortization period and testing the mathematical accuracy of the calculation.
Developing a range of independent estimates and comparing those to the estimated amortization period selected by management.
We performed a look-back analysis for turnarounds completed in the current year, to determine when a turnaround was last performed on the asset and if the amortization period assigned to it was appropriate.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
February 20, 2020
We have served as the Company's auditor since 2011.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To PBF Energy Inc., the Managing Member of PBF Energy Company LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of PBF Energy Company LLC and subsidiaries (the "Company") as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2019, 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, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity withaccounting principles generally accepted in the United States of America.
Change in Accounting Principle
As discussed in Note 2 to the financial statements, effective January 1, 2019, the Company adopted FASB Accounting Standards Update 2016-02, Leases (Topic 842), using the modified retrospective approach. Consistent with management’s disclosure in Note 2, the adoption of ASC 842 has a material effect on the financial statements and financial statement disclosures. As of the date of implementation on January 1, 2019, the impact of the adoption of ASC 842 resulted in the recognition of a right of use asset and lease payable obligation on the Company’s consolidated balance sheet of approximately $250.0 million. As the right of use asset and the lease payable obligation were the same upon adoption of ASC 842, there was no cumulative effect on the Company’s retained earnings.
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. 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. OurAs part of our audits, included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes
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 supportingregarding the amounts and disclosures in the financial statements, assessingstatements. 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 statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
Deferred Refinery Turnaround Costs - Amortization Period - Refer to Notes 2 and 7 to the financial positionstatements
Critical Audit Matter Description
The Company routinely performs turnaround activities at each of PBF Energy Company LLCits refineries. Refinery turnaround costs, which are incurred in connection with planned major maintenance activities, are deferred when incurred and subsidiariesamortized on a straight-line basis over the period of time estimated until the next planned turnaround occurs. Management determines the amortization period based on an evaluation determined by the engineers at the respective refineries. The estimate is developed using the engineers’ technical knowledge and experience, as well as the future turnaround plans made by refinery leadership. Management estimates the amortization period of December 31, 2015the deferred turnaround costs ranging primarily from three to six years; however, based upon the specific facts and 2014,circumstances, different periods of deferral occur. The total cash expenditures in the current year related to turnarounds was $299.3 million.
Given the materiality of the amount subject to amortization and the results of their operationsjudgement and their cash flows for eachtechnical knowledge required to estimate the amortization period of the three yearsturnarounds, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgement and an increased extent of effort, including the need to involve specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the determination of the amortization period ended December 31, 2015, in conformity with accounting principles generally acceptedof the turnaround projects included the following, among others:
We tested the effectiveness of controls over the approval of the amortization period and the recording of amortization.
For current year turnaround projects, we inquired of operations personnel regarding the in-service date of the asset, the amortization period assigned, and the scope and nature of the turnaround project performed.
With the assistance of our fair value specialists, we evaluated the reasonableness of the estimated amortization period by:
Testing the source information underlying the determination of the amortization period and testing the mathematical accuracy of the calculation.
Developing a range of independent estimates and comparing those to the estimated amortization period selected by management.
We performed a look-back analysis for turnarounds completed in the United States of America.current year, to determine when a turnaround was last performed on the asset and if the amortization period assigned to it was appropriate.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
February 20, 2020
We have served as the Company's auditor since 2011.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of PBF Energy Inc. and subsidiaries
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of PBF Energy Inc. and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated February 20, 2020, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
F- 6
PBF ENERGY INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
| December 31, 2019 | December 31, 2018 | ||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents (PBFX: $35.0 and $19.9, respectively) | $ | 814.9 | $ | 597.3 | |||
| Accounts receivable | 835.0 | 718.2 | |||||
| Inventories | 2,122.2 | 1,865.8 | |||||
| Prepaid and other current assets | 51.6 | 55.6 | |||||
| Total current assets | 3,823.7 | 3,236.9 | |||||
| Property, plant and equipment, net (PBFX: $854.6 and $862.1, respectively) | 4,023.2 | 3,820.9 | |||||
| Deferred tax assets | — | 48.5 | |||||
| Operating lease right of use assets | 306.4 | — | |||||
| Deferred charges and other assets, net | 979.1 | 899.1 | |||||
| Total assets | $ | 9,132.4 | $ | 8,005.4 | |||
| LIABILITIES AND EQUITY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 601.4 | $ | 488.4 | |||
| Accrued expenses | 1,815.6 | 1,623.6 | |||||
| Deferred revenue | 20.1 | 20.1 | |||||
| Current operating lease liabilities | 72.1 | — | |||||
| Current debt | — | 2.4 | |||||
| Total current liabilities | 2,509.2 | 2,134.5 | |||||
| Long-term debt (PBFX: $802.1 and $673.3, respectively) | 2,064.9 | 1,931.3 | |||||
| Payable to related parties pursuant to Tax Receivable Agreement | 373.5 | 373.5 | |||||
| Deferred tax liabilities | 96.9 | 40.4 | |||||
| Long-term operating lease liabilities | 233.1 | — | |||||
| Other long-term liabilities | 269.3 | 277.2 | |||||
| Total liabilities | 5,546.9 | 4,756.9 | |||||
| Commitments and contingencies (Note 13) | |||||||
| Equity: | |||||||
| PBF Energy Inc. equity | |||||||
| Class A common stock, $0.001 par value, 1,000,000,000 shares authorized,119,804,971 shares outstanding at December 31, 2019, 119,874,191 shares outstanding at December 31, 2018 | 0.1 | 0.1 | |||||
| Class B common stock, $0.001 par value, 1,000,000 shares authorized, 20 shares outstanding at December 31, 2019, 20 shares outstanding at December 31, 2018 | — | — | |||||
| Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares outstanding at December 31, 2019 and 2018 | — | — | |||||
| Treasury stock, at cost, 6,424,787 shares outstanding at December 31, 2019 and 6,274,261 shares outstanding at December 31, 2018 | (165.7 | ) | (160.8 | ) | |||
| Additional paid in capital | 2,812.3 | 2,633.8 | |||||
| Retained earnings | 401.2 | 225.8 | |||||
| Accumulated other comprehensive loss | (8.3 | ) | (22.4 | ) | |||
| Total PBF Energy Inc. equity | 3,039.6 | 2,676.5 | |||||
| Noncontrolling interest | 545.9 | 572.0 | |||||
| Total equity | 3,585.5 | 3,248.5 | |||||
| Total liabilities and equity | $ | 9,132.4 | $ | 8,005.4 | |||
See notes to consolidated financial statements.
F- 7
PBF ENERGY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share and per share data)
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| Revenues | $ | 24,508.2 | $ | 27,186.1 | $ | 21,786.6 | |||||
| Cost and expenses: | |||||||||||
| Cost of products and other | 21,387.5 | 24,503.4 | 18,863.6 | ||||||||
| Operating expenses (excluding depreciation and amortization expense as reflected below) | 1,782.3 | 1,721.0 | 1,684.4 | ||||||||
| Depreciation and amortization expense | 425.3 | 359.1 | 278.0 | ||||||||
| Cost of sales | 23,595.1 | 26,583.5 | 20,826.0 | ||||||||
| General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 284.0 | 277.0 | 214.5 | ||||||||
| Depreciation and amortization expense | 10.8 | 10.6 | 13.0 | ||||||||
| Change in contingent consideration | (0.8 | ) | — | — | |||||||
| (Gain) loss on sale of assets | (29.9 | ) | (43.1 | ) | 1.5 | ||||||
| Total cost and expenses | 23,859.2 | 26,828.0 | 21,055.0 | ||||||||
| Income from operations | 649.0 | 358.1 | 731.6 | ||||||||
| Other income (expense): | |||||||||||
| Interest expense, net | (159.6 | ) | (169.9 | ) | (154.4 | ) | |||||
| Change in Tax Receivable Agreement liability | — | 13.9 | 250.9 | ||||||||
| Change in fair value of catalyst obligations | (9.7 | ) | 5.6 | (2.2 | ) | ||||||
| Debt extinguishment costs | — | — | (25.5 | ) | |||||||
| Other non-service components of net periodic benefit cost | (0.2 | ) | 1.1 | (1.4 | ) | ||||||
| Income before income taxes | 479.5 | 208.8 | 799.0 | ||||||||
| Income tax expense | 104.3 | 33.5 | 315.6 | ||||||||
| Net income | 375.2 | 175.3 | 483.4 | ||||||||
| Less: net income attributable to noncontrolling interests | 55.8 | 47.0 | 67.8 | ||||||||
| Net income attributable to PBF Energy Inc. stockholders | $ | 319.4 | $ | 128.3 | $ | 415.6 | |||||
| Weighted-average shares of Class A common stock outstanding | |||||||||||
| Basic | 119,887,646 | 115,190,262 | 109,779,407 | ||||||||
| Diluted | 121,853,299 | 118,773,606 | 113,898,845 | ||||||||
| Net income available to Class A common stock per share: | |||||||||||
| Basic | $ | 2.66 | $ | 1.11 | $ | 3.78 | |||||
| Diluted | $ | 2.64 | $ | 1.10 | $ | 3.73 | |||||
See notes to consolidated financial statements.
F- 8
PBF ENERGY INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| Net income | $ | 375.2 | $ | 175.3 | $ | 483.4 | |||||
| Other comprehensive income (loss): | |||||||||||
| Unrealized gain (loss) on available for sale securities | 0.4 | (0.1 | ) | — | |||||||
| Net gain (loss) on pension and other post-retirement benefits | 13.8 | 3.1 | (1.0 | ) | |||||||
| Total other comprehensive income (loss) | 14.2 | 3.0 | (1.0 | ) | |||||||
| Comprehensive income | 389.4 | 178.3 | 482.4 | ||||||||
| Less: comprehensive income attributable to noncontrolling interests | 55.9 | 47.0 | 67.8 | ||||||||
| Comprehensive income attributable to PBF Energy Inc. stockholders | $ | 333.5 | $ | 131.3 | $ | 414.6 | |||||
See notes to consolidated financial statements.
F- 9
PBF ENERGY INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions, except share and per share data)
| Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
| Balance, January 1, 2017 | 109,204,047 | $ | 0.1 | 28 | $ | — | $ | 2,245.8 | $ | (44.9 | ) | $ | (24.5 | ) | 6,087,963 | $ | (151.6 | ) | $ | 545.6 | $ | 2,570.5 | ||||||||
| Comprehensive income (loss) | — | — | — | — | — | 415.5 | (0.9 | ) | — | — | 67.8 | 482.4 | ||||||||||||||||||
| Exercise of warrants and options | 462,500 | — | — | — | 10.5 | — | — | — | — | (0.6 | ) | 9.9 | ||||||||||||||||||
| Distributions to PBF Energy Company LLC members | — | — | — | — | — | — | — | — | — | (4.5 | ) | (4.5 | ) | |||||||||||||||||
| Distributions to PBF Logistics LP public unitholders | — | — | — | — | — | — | — | — | — | (44.6 | ) | (44.6 | ) | |||||||||||||||||
| Stock-based compensation | 702,404 | — | — | — | 21.5 | — | — | — | — | 5.3 | 26.8 | |||||||||||||||||||
| Dividends ($1.20 per common share) | — | — | — | — | — | (131.8 | ) | — | — | — | — | (131.8 | ) | |||||||||||||||||
| Effects of equity offerings and exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and tax receivable agreement obligation | — | — | — | — | (1.1 | ) | — | — | — | — | — | (1.1 | ) | |||||||||||||||||
| Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | 196,580 | — | (3 | ) | — | — | — | — | — | — | — | — | ||||||||||||||||||
| Treasury stock purchases | — | — | — | — | 1.0 | — | — | 44,921 | (1.0 | ) | — | — | ||||||||||||||||||
| Other | — | — | — | — | — | (2.0 | ) | — | — | — | (2.7 | ) | (4.7 | ) | ||||||||||||||||
| Balance, December 31, 2017 | 110,565,531 | $ | 0.1 | 25 | $ | — | $ | 2,277.7 | $ | 236.8 | $ | (25.4 | ) | 6,132,884 | $ | (152.6 | ) | $ | 566.3 | $ | 2,902.9 | |||||||||
| Comprehensive Income | — | — | — | — | — | 128.3 | 3.0 | — | — | 47.0 | 178.3 | |||||||||||||||||||
| Exercise of warrants and options | 708,091 | — | — | — | 14.0 | — | — | — | — | — | 14.0 | |||||||||||||||||||
| Taxes paid for net settlement of equity-based compensation | — | — | — | — | (4.8 | ) | — | — | — | — | (0.6 | ) | (5.4 | ) | ||||||||||||||||
| Distributions to PBF Energy Company LLC members | — | — | — | — | — | — | — | — | — | (2.1 | ) | (2.1 | ) | |||||||||||||||||
| Distributions to PBF Logistics LP public unitholders | — | — | — | — | — | — | — | — | — | (49.5 | ) | (49.5 | ) | |||||||||||||||||
| Stock-based compensation | 43,311 | — | — | — | 19.7 | — | — | — | — | 5.7 | 25.4 | |||||||||||||||||||
| Dividends ($1.20 per common share) | — | — | — | — | — | (139.3 | ) | — | — | — | — | (139.3 | ) | |||||||||||||||||
| Issuance of additional PBFX common units | — | — | — | — | 28.6 | — | — | — | — | 6.3 | 34.9 | |||||||||||||||||||
| Effects of equity offerings and exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and tax receivable agreement obligation | — | — | — | — | (4.9 | ) | — | — | — | — | — | (4.9 | ) | |||||||||||||||||
| Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | 2,698,635 | — | (5 | ) | — | — | — | — | — | — | — | — | ||||||||||||||||||
| August 2018 Equity Offering | 6,000,000 | — | — | — | 287.3 | — | — | — | — | — | 287.3 | |||||||||||||||||||
| Treasury stock purchases | (141,377 | ) | — | — | — | 8.2 | — | — | 141,377 | (8.2 | ) | — | — | |||||||||||||||||
| Other | — | — | — | — | 8.0 | — | — | — | — | (1.1 | ) | 6.9 | ||||||||||||||||||
| Balance, December 31, 2018 | 119,874,191 | $ | 0.1 | 20 | $ | — | $ | 2,633.8 | $ | 225.8 | $ | (22.4 | ) | 6,274,261 | $ | (160.8 | ) | $ | 572.0 | $ | 3,248.5 | |||||||||
PBF ENERGY INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)
(in millions, except share and per share data)
Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
| Balance, December 31, 2018 | 119,874,191 | $ | 0.1 | 20 | $ | — | $ | 2,633.8 | $ | 225.8 | $ | (22.4 | ) | 6,274,261 | $ | (160.8 | ) | $ | 572.0 | $ | 3,248.5 | |||||||||
| Comprehensive Income | — | — | — | — | — | 319.4 | 14.1 | — | — | 55.9 | 389.4 | |||||||||||||||||||
| Exercise of warrants and options | 16,831 | — | — | — | 0.3 | — | — | — | — | — | 0.3 | |||||||||||||||||||
| Taxes paid for net settlement of equity-based compensation | — | — | — | — | (4.6 | ) | — | — | — | — | (0.2 | ) | (4.8 | ) | ||||||||||||||||
| Distributions to PBF Energy Company LLC members | — | — | — | — | — | — | — | — | — | (3.2 | ) | (3.2 | ) | |||||||||||||||||
| Distributions to PBF Logistics LP public unitholders | — | — | — | — | — | — | — | — | — | (64.1 | ) | (64.1 | ) | |||||||||||||||||
| Stock-based compensation | 54,475 | — | — | — | 27.2 | — | — | — | — | 6.8 | 34.0 | |||||||||||||||||||
| Dividends ($1.20 per common share) | — | — | — | — | — | (143.8 | ) | — | — | — | — | (143.8 | ) | |||||||||||||||||
| Issuance of additional PBFX common units | — | — | — | — | 152.0 | — | — | — | — | (19.5 | ) | 132.5 | ||||||||||||||||||
| Effects of changes in PBFX ownership interest on deferred tax assets and liabilities | — | — | — | — | (1.3 | ) | — | — | — | — | — | (1.3 | ) | |||||||||||||||||
| Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | 10,000 | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||
| Treasury stock purchases | (150,526 | ) | — | — | — | 4.9 | — | — | 150,526 | (4.9 | ) | — | — | |||||||||||||||||
| Other | — | — | — | — | — | (0.2 | ) | — | — | — | (1.8 | ) | (2.0 | ) | ||||||||||||||||
| Balance, December 31, 2019 | 119,804,971 | $ | 0.1 | 20 | $ | — | $ | 2,812.3 | $ | 401.2 | $ | (8.3 | ) | 6,424,787 | $ | (165.7 | ) | $ | 545.9 | $ | 3,585.5 | |||||||||
See notes to consolidated financial statements.
F- 11
PBF ENERGY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 375.2 | $ | 175.3 | $ | 483.4 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 447.5 | 378.6 | 299.9 | ||||||||
| Stock-based compensation | 37.3 | 26.0 | 26.8 | ||||||||
| Change in fair value of catalyst obligations | 9.7 | (5.6 | ) | 2.2 | |||||||
| Deferred income taxes | 103.7 | 32.7 | 313.8 | ||||||||
| Change in Tax Receivable Agreement liability | — | (13.9 | ) | (250.9 | ) | ||||||
| Non-cash change in inventory repurchase obligations | 25.4 | (31.8 | ) | 13.8 | |||||||
| Non-cash lower of cost or market inventory adjustment | (250.2 | ) | 351.3 | (295.5 | ) | ||||||
| Debt extinguishment costs | — | — | 25.5 | ||||||||
| Pension and other post-retirement benefit costs | 44.8 | 47.4 | 42.2 | ||||||||
| Change in fair value of contingent consideration | (0.8 | ) | — | — | |||||||
| (Gain) loss on sale of assets | (29.9 | ) | (43.1 | ) | 1.5 | ||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (116.1 | ) | 234.3 | (332.4 | ) | ||||||
| Inventories | (6.3 | ) | (3.3 | ) | (54.7 | ) | |||||
| Prepaid and other current assets | 2.7 | 10.1 | 73.5 | ||||||||
| Accounts payable | 137.5 | (111.6 | ) | 34.6 | |||||||
| Accrued expenses | 208.1 | (227.1 | ) | 359.5 | |||||||
| Deferred revenue | 0.1 | 11.2 | (4.4 | ) | |||||||
| Payable to related parties pursuant to Tax Receivable Agreement | — | — | — | ||||||||
| Other assets and liabilities | (55.2 | ) | 7.5 | (53.1 | ) | ||||||
| Net cash provided by operating activities | $ | 933.5 | $ | 838.0 | $ | 685.7 | |||||
| Cash flows from investing activities: | |||||||||||
| Expenditures for property, plant and equipment | (404.9 | ) | (317.5 | ) | (306.7 | ) | |||||
| Expenditures for deferred turnaround costs | (299.3 | ) | (266.0 | ) | (379.1 | ) | |||||
| Expenditures for other assets | (44.7 | ) | (17.0 | ) | (31.2 | ) | |||||
| Acquisition of Knoxville Terminal by PBFX | — | (58.4 | ) | — | |||||||
| Acquisition of East Coast Storage Assets by PBFX | — | (75.0 | ) | — | |||||||
| Acquisition of Toledo Products Terminal by PBFX | — | — | (10.1 | ) | |||||||
| Proceeds from sale of assets | 36.3 | 48.3 | — | ||||||||
| Purchase of marketable securities | — | — | (75.0 | ) | |||||||
| Maturities of marketable securities | — | — | 115.1 | ||||||||
| Net cash used in investing activities | $ | (712.6 | ) | $ | (685.6 | ) | $ | (687.0 | ) | ||
PBF ENERGY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(in millions)
| Year Ended December 31, | |||||||||||
| Cash flows from financing activities: | 2019 | 2018 | 2017 | ||||||||
| Net proceeds from issuance of PBF Energy Class A common stock | $ | — | $ | 287.3 | $ | — | |||||
| Net proceeds from issuance of PBFX common units | 132.5 | 34.9 | — | ||||||||
| Dividend payments | (143.5 | ) | (139.0 | ) | (131.7 | ) | |||||
| Distributions to PBFX public unitholders | (62.5 | ) | (48.2 | ) | (43.5 | ) | |||||
| Distributions to PBF Energy Company LLC members other than PBF Energy | (3.2 | ) | (2.1 | ) | (4.5 | ) | |||||
| Distribution to T&M and Collins shareholders | — | — | (1.8 | ) | |||||||
| Proceeds from 2025 Senior Notes | — | — | 725.0 | ||||||||
| Cash paid to extinguish 2020 Senior Secured Notes | — | — | (690.2 | ) | |||||||
| Proceeds from revolver borrowings | 1,350.0 | — | 490.0 | ||||||||
| Repayments of revolver borrowings | (1,350.0 | ) | (350.0 | ) | (490.0 | ) | |||||
| Repayments of PBF Rail Term Loan | (7.0 | ) | (6.8 | ) | (6.6 | ) | |||||
| Proceeds from PBFX revolver borrowings | 228.0 | 170.0 | 20.0 | ||||||||
| Repayments of PBFX revolver borrowings | (101.0 | ) | (43.7 | ) | (179.5 | ) | |||||
| Repayments of PBFX Term Loan borrowings | — | — | (39.7 | ) | |||||||
| Proceeds from PBFX 2023 Senior Notes | — | — | 178.5 | ||||||||
| Repayments of note payable | — | (5.6 | ) | (1.2 | ) | ||||||
| Deferred payment for the East Coast Storage Assets Acquisition | (32.0 | ) | — | — | |||||||
| Settlements of catalyst obligations | (6.5 | ) | (9.1 | ) | 10.8 | ||||||
| Taxes paid for net settlement of equity-based compensation | (4.8 | ) | (5.4 | ) | — | ||||||
| Proceeds from stock options exercised | — | 14.0 | 10.5 | ||||||||
| Purchases of treasury stock | (4.9 | ) | (8.2 | ) | (1.0 | ) | |||||
| Deferred financing costs and other | 1.6 | (16.2 | ) | (17.1 | ) | ||||||
| Net cash used in financing activities | $ | (3.3 | ) | $ | (128.1 | ) | $ | (172.0 | ) | ||
| Net increase (decrease) in cash and cash equivalents | 217.6 | 24.3 | (173.3 | ) | |||||||
| Cash and equivalents, beginning of period | 597.3 | 573.0 | 746.3 | ||||||||
| Cash and equivalents, end of period | $ | 814.9 | $ | 597.3 | $ | 573.0 | |||||
| Supplemental cash flow disclosures | |||||||||||
| Non-cash activities: | |||||||||||
| Accrued and unpaid capital expenditures | $ | 37.2 | $ | 90.2 | $ | 26.8 | |||||
| Assets acquired under operating leases | 408.6 | — | — | ||||||||
| Assets acquired under finance leases | 26.3 | — | — | ||||||||
| Deferred payment for PBFX East Coast Storage Assets Acquisition | — | 30.9 | — | ||||||||
| East Coast Storage Assets Acquisition contingent consideration | — | 21.1 | — | ||||||||
| Note payable issued for purchase of property, plant and equipment | — | — | 6.8 | ||||||||
| Cash paid during year for: | |||||||||||
| Interest, net of capitalized interest of $18.1, $9.5 and $7.2 in 2019, 2018 and 2017, respectively | $ | 154.0 | $ | 164.4 | $ | 166.5 | |||||
| Income taxes | 2.7 | 0.7 | — | ||||||||
See notes to consolidated financial statements.
F- 213
PBF ENERGY COMPANY LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands,millions, except unit and per unit data)
| December 31, 2015 | December 31, 2014 | December 31, 2019 | December 31, 2018 | |||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 938,864 | $ | 367,780 | ||||||||||
| Cash and cash equivalents (PBFX: $35.0 and $19.9, respectively) | $ | 813.7 | $ | 596.0 | ||||||||||
| Accounts receivable | 454,759 | 551,269 | 834.0 | 718.2 | ||||||||||
| Inventories | 1,174,272 | 1,102,261 | 2,122.2 | 1,865.8 | ||||||||||
| Prepaid expense and other current assets | 51,663 | 32,452 | ||||||||||||
| Prepaid and other current assets | 51.6 | 55.1 | ||||||||||||
| Total current assets | 2,619,558 | 2,053,762 | 3,821.5 | 3,235.1 | ||||||||||
| Property, plant and equipment, net | 2,356,638 | 1,936,839 | ||||||||||||
| Marketable securities | 234,258 | 234,930 | ||||||||||||
| Property, plant and equipment, net (PBFX: $854.6 and $862.1, respectively) | 4,023.2 | 3,820.9 | ||||||||||||
| Operating lease right of use assets | 306.4 | — | ||||||||||||
| Deferred charges and other assets, net | 290,713 | 300,389 | 978.0 | 897.1 | ||||||||||
| Total assets | $ | 5,501,167 | $ | 4,525,920 | $ | 9,129.1 | $ | 7,953.1 | ||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 315,653 | $ | 335,268 | $ | 601.4 | $ | 488.4 | ||||||
| Accrued expenses | 1,122,717 | 1,130,905 | 1,846.2 | 1,642.7 | ||||||||||
| Deferred revenue | 4,043 | 1,227 | 20.1 | 20.1 | ||||||||||
| Current operating lease liabilities | 72.1 | — | ||||||||||||
| Current debt | — | 2.4 | ||||||||||||
| Total current liabilities | 1,442,413 | 1,467,400 | 2,539.8 | 2,153.6 | ||||||||||
| Delaware Economic Development Authority loan | 4,000 | 8,000 | ||||||||||||
| Long-term debt | 1,836,355 | 1,220,069 | ||||||||||||
| Intercompany note payable | 214,624 | 109,754 | ||||||||||||
| Deferred tax liability | 20,577 | — | ||||||||||||
| Long-term debt (PBFX: $802.1 and $676.3, respectively) | 2,064.9 | 1,931.3 | ||||||||||||
| Affiliate note payable | 376.4 | 326.1 | ||||||||||||
| Deferred tax liabilities | 31.4 | 40.4 | ||||||||||||
| Long-term operating lease liabilities | 233.1 | — | ||||||||||||
| Other long-term liabilities | 68,693 | 62,750 | 269.3 | 277.2 | ||||||||||
| Total liabilities | 3,586,662 | 2,867,973 | 5,514.9 | 4,728.6 | ||||||||||
| Commitments and contingencies (Note 15) | ||||||||||||||
| Commitments and contingencies (Note 13) | ||||||||||||||
| Series B Units, 1,000,000 issued and outstanding, no par or stated value | 5,110 | 5,110 | 5.1 | 5.1 | ||||||||||
| Equity: | ||||||||||||||
| Series A Units, 4,985,358 and 9,170,696 issued and outstanding, as of December 31, 2015 and 2014, no par or stated value | 51,061 | 91,179 | ||||||||||||
| Series C Units, 97,781,933 and 81,981,119 issued and outstanding, as of December 31, 2015 and 2014, no par or stated value | 1,271,770 | 865,954 | ||||||||||||
| PBF Energy Company LLC equity: | ||||||||||||||
| Series A Units, 1,215,317 and 1,206,325 issued and outstanding at December 31, 2019 and 2018, no par or stated value | 20.0 | 20.2 | ||||||||||||
| Series C Units, 119,826,202 and 119,895,422 issued and outstanding at December 31, 2019 and 2018, no par or stated value | 2,189.4 | 2,009.8 | ||||||||||||
| Treasury stock, at cost | (150,804 | ) | (142,731 | ) | (165.7 | ) | (160.8 | ) | ||||||
| Retained earnings / (Accumulated deficit) | 404,596 | 528,942 | ||||||||||||
| Retained Earnings | 1,142.4 | 914.3 | ||||||||||||
| Accumulated other comprehensive loss | (24,770 | ) | (26,876 | ) | (9.7 | ) | (23.9 | ) | ||||||
| Total PBF Energy Company LLC equity | 1,551,853 | 1,316,468 | 3,176.4 | 2,759.6 | ||||||||||
| Noncontrolling interest | 357,542 | 336,369 | 432.7 | 459.8 | ||||||||||
| Total equity | 1,909,395 | 1,652,837 | 3,609.1 | 3,219.4 | ||||||||||
| Total liabilities, Series B units and equity | $ | 5,501,167 | $ | 4,525,920 | $ | 9,129.1 | $ | 7,953.1 | ||||||
See notes to consolidated financial statements.
F- 314
PBF ENERGY COMPANY LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
millions)
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||
| 2015 | 2014 | 2013 | 2019 | 2018 | 2017 | |||||||||||||||||
| Revenues | $ | 13,123,929 | $ | 19,828,155 | $ | 19,151,455 | $ | 24,508.2 | $ | 27,186.1 | $ | 21,786.6 | ||||||||||
| Cost and expenses: | ||||||||||||||||||||||
| Cost of sales, excluding depreciation | 11,481,614 | 18,471,203 | 17,803,314 | |||||||||||||||||||
| Operating expenses, excluding depreciation | 904,525 | 883,140 | 812,652 | |||||||||||||||||||
| General and administrative expenses | 180,310 | 146,592 | 95,794 | |||||||||||||||||||
| Gain on sale of assets | (1,004 | ) | (895 | ) | (183 | ) | ||||||||||||||||
| Cost of products and other | 21,387.5 | 24,503.4 | 18,863.6 | |||||||||||||||||||
| Operating expenses (excluding depreciation and amortization expense as reflected below) | 1,782.3 | 1,721.0 | 1,684.4 | |||||||||||||||||||
| Depreciation and amortization expense | 197,417 | 180,382 | 111,479 | 425.3 | 359.1 | 278.0 | ||||||||||||||||
| 12,762,862 | 19,680,422 | 18,823,056 | ||||||||||||||||||||
| Cost of sales | 23,595.1 | 26,583.5 | 20,826.0 | |||||||||||||||||||
| General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 282.3 | 275.2 | 214.2 | |||||||||||||||||||
| Depreciation and amortization expense | 10.8 | 10.6 | 13.0 | |||||||||||||||||||
| Change in contingent consideration | (0.8 | ) | — | — | ||||||||||||||||||
| (Gain) loss on sale of assets | (29.9 | ) | (43.1 | ) | 1.5 | |||||||||||||||||
| Total cost and expenses | 23,857.5 | 26,826.2 | 21,054.7 | |||||||||||||||||||
| Income from operations | 361,067 | 147,733 | 328,399 | 650.7 | 359.9 | 731.9 | ||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||
| Change in fair value of catalyst lease | 10,184 | 3,969 | 4,691 | |||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||
| Interest expense, net | (109,411 | ) | (100,352 | ) | (94,057 | ) | (169.1 | ) | (178.5 | ) | (162.3 | ) | ||||||||||
| Change in fair value of catalyst obligations | (9.7 | ) | 5.6 | (2.2 | ) | |||||||||||||||||
| Debt extinguishment costs | — | — | (25.5 | ) | ||||||||||||||||||
| Other non-service components of net periodic benefit cost | (0.2 | ) | 1.1 | (1.4 | ) | |||||||||||||||||
| Income before income taxes | 261,840 | 51,350 | 239,033 | 471.7 | 188.1 | 540.5 | ||||||||||||||||
| Income tax expense | 648 | — | — | |||||||||||||||||||
| Income tax (benefit) expense | (8.3 | ) | 8.0 | (10.8 | ) | |||||||||||||||||
| Net income | 261,192 | 51,350 | 239,033 | 480.0 | 180.1 | 551.3 | ||||||||||||||||
| Less: net income attributable to noncontrolling interests | 34,880 | 14,740 | — | 51.5 | 42.3 | 51.2 | ||||||||||||||||
| Net income attributable to PBF Energy Company LLC | $ | 226,312 | $ | 36,610 | $ | 239,033 | $ | 428.5 | $ | 137.8 | $ | 500.1 | ||||||||||
See notes to consolidated financial statements.
F- 415
PBF ENERGY COMPANY LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)millions)
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||
| 2015 | 2014 | 2013 | 2019 | 2018 | 2017 | |||||||||||||||||
| Net income | $ | 261,192 | $ | 51,350 | $ | 239,033 | $ | 480.0 | $ | 180.1 | $ | 551.3 | ||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||
| Unrealized gain (loss) on available for sale securities | 124 | 127 | (308 | ) | 0.4 | (0.1 | ) | — | ||||||||||||||
| Net gain (loss) on pension and other post-retirement benefits | 1,982 | (12,465 | ) | (5,289 | ) | 13.8 | 3.1 | (1.0 | ) | |||||||||||||
| Total other comprehensive income (loss) | 2,106 | (12,338 | ) | (5,597 | ) | 14.2 | 3.0 | (1.0 | ) | |||||||||||||
| Comprehensive income | 263,298 | 39,012 | 233,436 | 494.2 | 183.1 | 550.3 | ||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests | 34,880 | 14,740 | — | |||||||||||||||||||
| Less: comprehensive income attributable to noncontrolling interests | 51.5 | 42.3 | 51.2 | |||||||||||||||||||
| Comprehensive income attributable to PBF Energy Company LLC | $ | 228,418 | $ | 24,272 | $ | 233,436 | $ | 442.7 | $ | 140.8 | $ | 499.1 | ||||||||||