Document and Entity Information
Document and Entity Information Document - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 02, 2016 | |
Entity Information [Line Items] | ||
Entity Registrant Name | PBF ENERGY INC. | |
Entity Central Index Key | 1,534,504 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Class A Common Stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 97,817,756 | |
Class B common stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 740,321 | $ 944,320 |
Accounts receivable | 541,524 | 454,759 |
Inventories | 1,229,299 | 1,174,272 |
Deferred tax asset | 353,547 | 371,186 |
Prepaid expense and other current assets | 156,666 | 77,474 |
Total current assets | 3,021,357 | 3,022,011 |
Property, plant and equipment, net | 2,372,904 | 2,356,638 |
Deferred tax assets | 188,281 | 201,504 |
Marketable securities | 234,408 | 234,258 |
Deferred charges and other assets, net | 366,709 | 290,713 |
Total assets | 6,183,659 | 6,105,124 |
Current liabilities: | ||
Accounts payable | 388,230 | 315,653 |
Accrued expenses | 1,144,606 | 1,119,189 |
Payable to related parties pursuant to tax receivable agreement | 57,042 | 56,621 |
Deferred tax liabilities | 29,971 | 0 |
Deferred revenue | 3,154 | 4,043 |
Total current liabilities | 1,623,003 | 1,495,506 |
Delaware Economic Development Authority loan | 4,000 | 4,000 |
Long-term debt | 1,841,902 | 1,836,355 |
Payable to related parties pursuant to tax receivable agreement | 604,376 | 604,797 |
Other long-term liabilities | 76,632 | 68,609 |
Total liabilities | $ 4,149,913 | $ 4,009,267 |
Commitments and contingencies (Note 10) | ||
Equity: | ||
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares outstanding, at March 31, 2016 and December 31, 2015 | $ 0 | $ 0 |
Treasury stock, at cost, 6,061,503 shares outstanding at March 31, 2016 and 6,056,719 shares outstanding at December 31, 2015 | (150,804) | (150,804) |
Additional paid in capital | 1,907,469 | 1,904,751 |
Retained earnings/(Accumulated deficit) | (141,666) | (83,454) |
Accumulated other comprehensive loss | (22,696) | (23,289) |
Total PBF Energy Inc. equity | 1,592,396 | 1,647,297 |
Noncontrolling interest | 441,350 | 448,560 |
Total equity | 2,033,746 | 2,095,857 |
Total liabilities and equity | 6,183,659 | 6,105,124 |
Class A Common Stock [Member] | ||
Equity: | ||
Common stock | 93 | 93 |
Class B common stock [Member] | ||
Equity: | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Treasury stock, shares | 6,061,503 | 6,061,503 |
Preferred stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares outstanding | 97,816,106 | 97,781,933 |
Class B common stock [Member] | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, shares outstanding | 27 | 28 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 2,800,185 | $ 2,995,136 |
Cost and expenses: | ||
Cost of sales, excluding depreciation | 2,412,095 | 2,502,215 |
Operating expenses, excluding depreciation | 299,999 | 237,118 |
General and administrative expenses | 37,582 | 36,046 |
Gain on sale of assets | 0 | (359) |
Depreciation and amortization expense | 55,933 | 47,706 |
Total cost and expenses | 2,805,609 | 2,822,726 |
(Loss) income from operations | (5,424) | 172,410 |
Other income (expenses): | ||
Change in fair value of catalyst leases | (2,885) | 2,039 |
Interest expense, net | (37,527) | (22,192) |
(Loss) income before income taxes | (45,836) | 152,257 |
Income tax (benefit) expense | (22,500) | 49,138 |
Net (loss) income | (23,336) | 103,119 |
Less: net income attributable to noncontrolling interests | 6,052 | 15,798 |
Net (loss) income attributable to PBF Energy Inc. | $ (29,388) | $ 87,321 |
Weighted-average shares of Class A common stock outstanding | ||
Basic (in shares) | 97,809,384 | 84,278,071 |
Diluted (in shares) | 97,809,384 | 91,669,101 |
Earnings Per Share [Abstract] | ||
Basic (in dollars per share) | $ (0.30) | $ 1.04 |
Diluted (in dollars per share) | (0.30) | 1 |
Dividends per common share (in dollars per share) | $ 0.30 | $ 0.30 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (23,336) | $ 103,119 |
Other comprehensive income: | ||
Unrealized gain (loss) on available for sale securities | 306 | 71 |
Net gain on pension and other postretirement benefits | 316 | 400 |
Total other comprehensive income | 622 | 471 |
Comprehensive (loss) income | (22,714) | 103,590 |
Less: comprehensive income attributable to noncontrolling interests | 6,082 | 15,824 |
Comprehensive (loss) income attributable to PBF Energy Inc. | $ (28,796) | $ 87,766 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net (loss) income | $ (23,336) | $ 103,119 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operations: | ||
Depreciation and amortization | 58,595 | 49,892 |
Stock-based compensation | 3,350 | 2,955 |
Change in fair value of catalyst lease obligations | 2,885 | (2,039) |
Deferred income taxes | 52,954 | 23,168 |
Non-cash change in inventory repurchase obligations | 35,147 | 66,509 |
Pension and other post retirement benefit costs | 7,680 | 6,448 |
Gain on disposition of property, plant and equipment | 0 | (359) |
Change in non-cash lower of cost or market adjustment | (59,063) | (21,208) |
Changes in current assets and current liabilities: | ||
Accounts receivable | (86,765) | 110,084 |
Inventories | 4,035 | (1,007) |
Prepaid expenses and other current assets | (79,192) | 19,940 |
Accounts payable | 72,577 | (22,113) |
Accrued expenses | (9,375) | (195,613) |
Deferred revenue | (889) | 4,859 |
Payable to related parties pursuant to tax receivable agreement | 0 | (10,168) |
Other assets and liabilities | 800 | (1,962) |
Net cash (used in) provided by operations | (20,597) | 132,505 |
Cash flow from investing activities: | ||
Expenditures for property, plant and equipment | (43,170) | (102,395) |
Expenditures for deferred turnaround costs | (82,747) | (18,376) |
Expenditures for other assets | (17,163) | (4,958) |
Chalmette Acquisition working capital settlement | (2,659) | 0 |
Purchase of marketable securities | (690,000) | (689,693) |
Maturities of marketable securities | 689,860 | 689,697 |
Proceeds from sale of assets | 0 | 77,618 |
Net cash used in investing activities | (145,879) | (48,107) |
Cash flows from financing activities: | ||
Distributions to PBF Energy Company LLC members | (1,487) | (1,610) |
Distributions to PBFX unit holders | (6,694) | (5,309) |
Dividend payments | (29,342) | (25,733) |
Purchases of treasury stock | 0 | (407) |
Deferred financing costs and other | 0 | (383) |
Net cash used in financing activities | (37,523) | (32,791) |
Net (decrease) increase in cash and cash equivalents | (203,999) | 51,607 |
Cash and equivalents, beginning of period | 944,320 | 397,873 |
Cash and cash equivalents, end of period | 740,321 | 449,480 |
Non-cash activities: | ||
Accrued construction in progress and unpaid fixed assets | 7,619 | 26,708 |
Rail Facility [Member] | ||
Cash flows from financing activities: | ||
Proceeds from revolver borrowings | 0 | 23,425 |
Repayments of revolver borrowings | $ 0 | $ (22,774) |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business PBF Energy Inc. (“PBF Energy”) was formed as a Delaware corporation in 2011 and completed an initial public offering in December 2012. PBF Energy is the sole managing member of PBF Energy Company LLC (“PBF LLC”), a Delaware limited liability company, with a controlling interest in PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries and records a noncontrolling interest in its consolidated financial statements representing the economic interests of PBF LLC's members other than PBF Energy. PBF LLC, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding Company LLC (“PBF Holding”) is a wholly-owned subsidiary of PBF LLC. PBF Finance Corporation (“PBF Finance”) is a wholly-owned subsidiary of PBF Holding. Delaware City Refining Company LLC (“Delaware City Refining” or “DCR”), PBF Power Marketing LLC, PBF Energy Limited, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Refining Company LLC, Chalmette Refining, L.L.C. (“Chalmette Refining”) and MOEM Pipeline LLC are PBF LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. In addition, PBF LLC, through Chalmette Refining, holds an 80% interest in and consolidates Collins Pipeline Company and T&M Terminal Company. As of March 31, 2016 , PBF LLC also holds a 53.7% limited partner interest and all of the incentive distribution rights in PBF Logistics LP (“PBFX”), a publicly traded master limited partnership (refer to Note 2 “PBF Logistics LP” of our Notes to Condensed Consolidated Financial Statements). PBF Logistics GP LLC (“PBF GP”) owns the noneconomic general partner interest and serves as the general partner of PBFX and is wholly-owned by PBF LLC. PBF Energy, through its ownership of PBF LLC, 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. Collectively, PBF Energy and its consolidated subsidiaries, including PBF LLC, PBF Holding, and PBFX are referred to hereinafter as the “Company” unless the context otherwise requires. On February 6, 2015, the Company completed a public offering of 3,804,653 shares of Class A common stock in a secondary offering (the “February 2015 secondary offering”). All of the shares in the February 2015 secondary offering were sold by funds affiliated with Blackstone Group L.P., or Blackstone, and First Reserve Management, L.P., or First Reserve. In connection with the February 2015 secondary offering, Blackstone and First Reserve exchanged all of their remaining PBF LLC Series A Units for an equivalent number of shares of Class A common stock of PBF Energy, and as a result, Blackstone and First Reserve no longer hold any PBF LLC Series A Units or shares of PBF Energy Class A common stock. PBF Energy did not receive any proceeds from the February 2015 secondary offering. As of March 31, 2016 , the Company owns 97,816,106 PBF LLC Series C Units and the Company's current and former executive officers and directors and certain employees and others beneficially own 4,947,401 PBF LLC Series A Units. As of March 31, 2016 , the holders of the Company's issued and outstanding shares of Class A common stock have 95.2% of the voting power in the Company and the members of PBF LLC other than PBF Energy through their holdings of Class B common stock have the remaining 4.8% of the voting power in the Company. Substantially all of the Company’s operations are in the United States. The Company operates in two reportable business segments: Refining and Logistics. The Company’s four 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 is a publicly traded master limited partnership that was formed to operate logistical assets such as crude oil and refined petroleum products terminals, pipelines, and storage facilities. PBFX's operations are aggregated into the Logistics segment. PBFX currently does not generate third party revenue and as such intersegment related revenues are eliminated in consolidation. Prior to the PBFX Offering, PBFX's assets were operated within the refining operations of the Company's Delaware City and Toledo refineries. The assets, did not generate third party revenue nor, apart from Delaware Pipeline Company LLC, any intra-entity revenue and were not considered to be a separate reportable segment. To generate earnings and cash flows from operations, the Company is primarily dependent upon processing crude oil and selling refined petroleum products at margins sufficient to cover fixed and variable costs and other expenses. Crude oil and refined petroleum products are commodities; and factors largely out of the Company’s control can cause prices to vary over time. The potential margin volatility can have a material effect on the Company’s financial position, earnings and cash flow. Basis of Presentation The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2015 of PBF Energy. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the full year. Recently Adopted Accounting Guidance Effective January 1, 2016, the Company adopted Accounting Standard Update ("ASU") No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis" ("ASU 2015-02"), which changed existing consolidation requirements associated with the analysis a reporting entity must perform to determine whether it should consolidate certain types of legal entities, including limited partnerships and variable interest entities. The Company’s adoption of this guidance did not impact our consolidated financial statements. Effective January 1, 2016, the Company adopted ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"), which requires (i) that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, (ii) that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as 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 amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The adoption of this guidance did not affect any of the Company's financial statements or related disclosures. Recent Accounting Pronouncements In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), which defers 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. In November 2015, the FASB issued ASU No. 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"), which requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. Under ASU 2015-17, this guidance becomes effective for annual periods beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016 and interim periods within those years. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”), which amends how entities measure equity investments that do not result in consolidation and are not accounted for under the equity method and how they present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. ASU 2016-01 also changes certain disclosure requirements and other aspects of current US GAAP but does not change the guidance for classifying and measuring investments in debt securities and loans. Under ASU 2016-01, this guidance becomes effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted in certain circumstances. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), to increase the transparency and comparability about leases among entities. The new guidance requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-06, “Derivatives and Hedging (Topic 815) Contingent Put and Call Options in Debt Instruments No. 2016-06 March 2016 a consensus of the FASB Emerging Issues Task Force” (“ASU 2016-06”), to increase consistency in practice in applying guidance on determining if an embedded derivative is clearly and closely related to the economic characteristics of the host contract, specifically for assessing whether call (put) options that can accelerate the repayment of principal on a debt instrument meet the clearly and closely related criterion. The guidance in ASU 2016-06 applies to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. ASU 2016-06 is effective for interim and annual periods beginning after December 15, 2016, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”) which is intended to simplify certain aspects of the accounting for share-based payments to employees. The guidance in ASU 2016-09 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled rather than recording excess tax benefits or deficiencies in additional paid-in capital. The guidance in ASU 2016-09 also allows an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. ASU 2016-09 also contains additional guidance for nonpublic entities that do not apply to the Company. ASU 2016-09 is effective for interim and annual periods beginning after December 15, 2016, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. |
PBF LOGISTICS LP PBF LOGISITICS
PBF LOGISTICS LP PBF LOGISITICS LP | 3 Months Ended |
Mar. 31, 2016 | |
PBF LOGISTICS LP [Abstract] | |
PBF Logistics LP | PBF LOGISTICS LP On May 14, 2014, PBFX completed its initial public offering (the “PBFX Offering”) of 15,812,500 common units. As of March 31, 2016 , PBF LLC holds a 53.7% limited partner interest in PBFX (consisting of 2,572,944 common units and 15,886,553 subordinated units) and all of PBFX's incentive distribution rights, with the remaining 46.3% limited partner interest held by public common unit holders. PBF LLC also owns indirectly a non-economic general partner interest in PBFX through its wholly-owned subsidiary, PBF GP, 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. PBFX engages in the receiving, handling and transferring of crude oil and the receipt, storage and delivery of crude oil, refined products and intermediates from sources located throughout the United States and Canada for PBF Energy in support of its refineries. As of March 31, 2016 , all of PBFX’s revenue 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 and refined products. 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 are eliminated by PBF Energy in consolidation. PBFX’s initial assets consisted of a light crude oil rail unloading terminal at the Delaware City refinery that also services the Paulsboro refinery (which is referred to as the “Delaware City Rail Terminal”), and a crude oil truck unloading terminal at the Toledo refinery (which is referred to as the “Toledo Truck Terminal”) that are integral components of the crude oil delivery operations at three of PBF Energy’s refineries. In a series of drop-down transactions subsequent to the PBFX Offering, PBF Holding distributed certain additional assets to PBF LLC which, in turn, contributed such assets to PBFX consisting of the Delaware City heavy crude unloading rack, which is also capable of unloading light crude oil (the "DCR West Rack"), a tank farm and related facilities located at PBF Energy's Toledo refinery, including a propane storage and loading facility (the "Toledo Storage Facility"), and a products pipeline, truck rack and related facilities located at our Delaware City refinery (collectively the "Delaware City Products Pipeline and Truck Rack"). PBFX, a variable interest entity, is consolidated by PBF Energy through its ownership of PBF LLC. PBF LLC through its ownership of PBF GP, has the sole ability to direct the activities of PBFX that most significantly impact its economic performance. PBF LLC is considered to be the primary beneficiary of PBFX for accounting purposes. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | Chalmette Acquisition On November 1, 2015, the Company acquired from ExxonMobil, Mobil Pipe Line Company and PDV Chalmette, L.L.C., 100% of the ownership interests of Chalmette Refining, which owns the Chalmette refinery and related logistics assets (collectively, the "Chalmette Acquisition"). 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 closing of the Chalmette Acquisition, Chalmette Refining is a wholly-owned subsidiary of PBF Holding. Chalmette Refining is strategically positioned on the Gulf Coast with logistics connectivity that offers flexible raw material sourcing and product distribution opportunities, including the potential to export products and provides geographic diversification into PADD 3. 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. Also included in the acquisition are 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 aggregate purchase price for the Chalmette Acquisition was $322,000 in cash, plus inventory and final working capital of $245,963 . As described below, the valuation of the working capital was finalized in the first quarter of 2016. The transaction was financed through a combination of cash on hand and borrowings under PBF Holding's asset based revolving credit agreement (the “Revolving Loan”). The Company accounted for the Chalmette Acquisition as a business combination under US GAAP whereby we recognize assets acquired and liabilities assumed in an acquisition 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. The final purchase price and fair value allocation were completed as of March 1, 2016. During the measurement period, which ended in March 2016, adjustments were made to the Company's preliminary fair value estimates related primarily to inventories and accounts payable. The following table summarizes the final amounts recognized for assets acquired and liabilities assumed as of the acquisition date. The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows: Purchase Price Net cash $ 587,005 Cash acquired (19,042 ) Total consideration $ 567,963 Fair Value Allocation Accounts receivable $ 1,126 Inventories 271,434 Prepaid expenses and other current assets 913 Property, plant and equipment 356,961 Deferred charges and other assets 8,312 Accounts payable (4,870 ) Accrued expenses (28,371 ) Deferred tax liability (25,721 ) Noncontrolling interests (11,821 ) Fair value of net assets acquired $ 567,963 In addition, in connection with the acquisition of Chalmette Refining, the Company acquired Collins Pipeline Company and T&M Terminal Company, which are both C-corporations for tax purposes. As a result, the Company recognized a deferred tax liability of $25,721 attributable to the book and tax basis difference in the C-corporation assets, which had a corresponding impact on noncontrolling interests of $5,144 . The Company’s consolidated financial statements for the three months ended March 31, 2016 include the results of operations of the Chalmette refinery whereas the same period in 2015 do not include the results of operations of the Chalmette refinery. On an unaudited pro forma basis, the revenues and net income of the Company assuming the acquisition had occurred on January 1, 2015, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2015, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense related to the acquisition and interest expense associated with the financing of the Chalmette Acquisition. (Unaudited) Three Months Ended March 31, 2015 Pro forma revenues $ 4,052,933 Pro forma net income attributable to PBF Energy Inc. $ 126,926 Pro forma net income available to Class A common stock per share: Basic $ 1.32 Diluted $ 1.30 The unaudited amount of revenues and net income above have been calculated after conforming Chalmette Refining's accounting policies to those of the Company and certain one-time adjustments. Acquisition Expenses The Company incurred acquisition related costs consisting primarily of consulting and legal expenses related to the Chalmette Acquisition and other pending and non-consummated acquisitions of $4,724 and $550 in the three months ended March 31, 2016 and 2015 , respectively. These costs are included in the consolidated income statement in General and administrative expenses. |
NONCONTROLLING INTEREST OF PBF
NONCONTROLLING INTEREST OF PBF ENERGY AND PBFX | 3 Months Ended |
Mar. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTEREST OF PBF ENERGY AND PBFX | NONCONTROLLING INTEREST OF PBF ENERGY AND PBFX Noncontrolling Interest in PBF LLC 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. As of December 31, 2015 and March 31, 2016 , PBF Energy’s equity interest in PBF LLC represented approximately 95.1% and 95.2% , respectively, of the outstanding interests. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, and records a noncontrolling interest for the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the consolidated statements of operations includes the portion of net income or loss attributable to the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the consolidated balance sheets includes the portion of net assets of PBF Energy attributable to the members of PBF LLC other than PBF Energy. The noncontrolling interest ownership percentage of PBF LLC as of March 31, 2016 and December 31, 2015 is calculated as follows: Holders of PBF LLC Series A Units Outstanding Shares of PBF Energy Class A Common Stock Total * December 31, 2015 4,985,358 97,781,933 102,767,291 4.9 % 95.1 % 100.0 % March 31, 2016 4,947,401 97,816,106 102,763,507 4.8 % 95.2 % 100.0 % —————————— * Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis. Noncontrolling Interest in PBFX PBF LLC holds a 53.7% limited partner interest in PBFX and owns all of PBFX’s incentive distribution rights, with the remaining 46.3% limited partner interest owned by public common unit holders as of March 31, 2016 . PBF LLC is also the sole member of PBF GP, the general partner of PBFX. PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX, and records a noncontrolling interest for the economic interest in PBFX held by the public common unit holders. Noncontrolling interest on the consolidated statements of operations includes the portion of net income or loss attributable to the economic interest in PBFX held by the public common unit holders of PBFX other than PBF Energy (through its ownership in PBF LLC). Noncontrolling interest on the consolidated balance sheets includes the portion of net assets of PBFX attributable to the public common unit holders of PBFX. The noncontrolling interest ownership percentage of PBFX as of March 31, 2016 and December 31, 2015 , is calculated as follows: Units of PBFX Held by the Public Units of PBFX Held by PBF LLC (Including Subordinated Units) Total December 31, 2015 15,924,676 18,459,497 34,384,173 46.3 % 53.7 % 100.0 % March 31, 2016 15,924,676 18,459,497 34,384,173 46.3 % 53.7 % 100.0 % Noncontrolling Interest in PBF Holding Subsequent to the Chalmette Acquisition, PBF Holding recorded noncontrolling interests in two subsidiaries of Chalmette Refining. PBF Holding, through Chalmette Refining, owns an 80% ownership interest in both Collins Pipeline Company and T&M Terminal Company. The Company recorded a noncontrolling interest in the earnings of these subsidiaries of $303 for the three months ended March 31, 2016 . The following table summarizes the changes in equity for the controlling and noncontrolling interests of PBF Energy for the three months ended March 31, 2016 and 2015 : PBF Energy Inc. Equity Noncontrolling Noncontrolling Total Equity Balance at January 1, 2016 $ 1,647,297 $ 108,243 $ 340,317 $ 2,095,857 Comprehensive income (28,796 ) (2,411 ) 8,493 (22,714 ) Dividends and distributions (29,342 ) (1,487 ) (6,694 ) (37,523 ) Stock-based compensation 2,621 — 729 3,350 Exercise of PBF LLC options and warrants, net 1,058 (190 ) — 868 Other (442 ) (5,145 ) (505 ) (6,092 ) Balance at March 31, 2016 $ 1,592,396 $ 99,010 $ 342,340 $ 2,033,746 PBF Energy Inc. Equity Noncontrolling Noncontrolling Total Equity Balance at January 1, 2015 $ 1,218,213 $ 138,734 $ 336,369 $ 1,693,316 Comprehensive income 87,766 7,814 8,010 103,590 Dividends and distributions (25,733 ) (1,610 ) (5,309 ) (32,652 ) Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings 1,297 — — 1,297 Record allocation of noncontrolling interest upon completion of secondary offerings 39,976 (39,976 ) — — Stock-based compensation 1,930 95 930 2,955 Exercise of PBF LLC options and warrants, net — (383 ) — (383 ) Purchase of treasury stock (407 ) — — (407 ) Balance at March 31, 2015 $ 1,323,042 $ 104,674 $ 340,000 $ 1,767,716 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: March 31, 2016 Titled Inventory Inventory Supply and Intermediation Arrangements Total Crude oil and feedstocks $ 1,135,671 $ — $ 1,135,671 Refined products and blendstocks 690,813 400,753 1,091,566 Warehouse stock and other 60,335 — 60,335 $ 1,886,819 $ 400,753 $ 2,287,572 Lower of cost or market reserve (900,728 ) (157,545 ) (1,058,273 ) Total inventories $ 986,091 $ 243,208 $ 1,229,299 December 31, 2015 Titled Inventory Inventory Supply and Intermediation Arrangements Total Crude oil and feedstocks $ 1,137,605 $ — $ 1,137,605 Refined products and blendstocks 687,389 411,357 1,098,746 Warehouse stock and other 55,257 — 55,257 $ 1,880,251 $ 411,357 $ 2,291,608 Lower of cost or market reserve (966,564 ) (150,772 ) (1,117,336 ) Total inventories $ 913,687 $ 260,585 $ 1,174,272 Inventory under inventory supply and intermediation arrangements included certain crude oil stored at the Company’s Delaware City refinery's storage facilities that the Company was obligated to purchase as it was consumed in connection with its Crude Supply Agreement that expired on December 31, 2015; and light finished products sold to counterparties in connection with the A&R Intermediation Agreements and stored in the Paulsboro and Delaware City refineries' storage facilities. Due to the lower crude oil and refined product pricing environment beginning at the end of 2014 and continuing throughout 2015 and into 2016, the Company recorded adjustments to value its inventories to the lower of cost or market. During the three months ended March 31, 2016 , the Company recorded an adjustment to value its inventories to the lower of cost or market which increased operating income and net income by $59,063 and $35,674 , respectively, reflecting the net change in the lower of cost or market inventory reserve from $1,117,336 at December 31, 2015 to $1,058,273 at March 31, 2016 . During the three months ended March 31, 2015 , the Company recorded an adjustment to value its inventories to the lower of cost or market which increased operating income and net income by $21,208 and $12,682 , respectively, reflecting the net change in the lower of cost or market inventory reserve from $690,110 at December 31, 2014 to $668,902 at March 31, 2015 . |
DEFERRED CHARGES AND OTHER ASSE
DEFERRED CHARGES AND OTHER ASSETS, NET | 3 Months Ended |
Mar. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DEFERRED CHARGES AND OTHER ASSETS, NET | DEFERRED CHARGES AND OTHER ASSETS, NET Deferred charges and other assets, net consisted of the following: March 31, December 31, Deferred turnaround costs, net $ 237,398 $ 177,236 Catalyst, net 89,995 77,725 Linefill 13,504 13,504 Restricted cash 1,500 1,500 Intangible assets, net 209 219 Other 24,103 20,529 Total deferred charges and other assets, net $ 366,709 $ 290,713 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following: March 31, December 31, Inventory-related accruals $ 583,287 $ 548,800 Inventory supply and intermediation arrangements 274,668 252,380 Accrued transportation costs 87,972 91,546 Renewable energy credit obligations 45,729 19,472 Excise and sales tax payable 41,110 34,129 Accrued interest 30,558 24,806 Accrued utilities 24,780 25,192 Customer deposits 26,656 20,395 Accrued salaries and benefits 12,290 61,011 Accrued construction in progress 6,709 7,400 Other 10,847 34,058 Total accrued expenses $ 1,144,606 $ 1,119,189 The Company has the obligation to repurchase certain intermediates and finished products that are held in the Company’s refinery storage tanks at the Delaware City and Paulsboro refineries in accordance with the A&R Intermediation Agreements with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”). As of March 31, 2016 and December 31, 2015 , a liability is recognized for the Inventory supply and intermediation arrangements and is recorded at market price for the J. Aron owned inventory held in the Company's storage tanks under the A&R Inventory Intermediation Agreements, with any change in the market price being recorded in cost of sales. The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the Renewable Fuels Standard. The Company's overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by the Environmental Protection Agency (“EPA”). To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid expenses and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 3 Months Ended |
Mar. 31, 2016 | |
Marketable Securities [Abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES The U.S Treasury securities purchased by the Company with the proceeds from the PBFX Offering are used as collateral to secure a three-year, $300,000 term loan facility entered into by PBFX (the “PBFX Term Loan”). PBFX anticipates holding the securities for an indefinite amount of time (the securities will be rolled over as they mature). As necessary and at the discretion of PBFX, these securities are expected to be liquidated and the proceeds used to fund future capital expenditures. While PBFX does not routinely sell marketable securities prior to their scheduled maturity dates, some of PBFX's investments may be held and restricted for the purpose of funding future capital expenditures and acquisitions, so these investments are classified as available-for-sale marketable securities as they may occasionally be sold prior to their scheduled maturity dates due to the unexpected timing of cash needs. The carrying value of these marketable securities approximates fair value and are measured using Level 1 inputs. The maturities of the marketable securities range from one to three months and are classified on the balance sheet in non-current assets. As of March 31, 2016 and December 31, 2015 , the Company held $234,408 and $234,258 , respectively, in marketable securities. The gross unrecognized holding gains and losses as of March 31, 2016 and December 31, 2015 were not material. The net realized gains or losses from the sale of marketable securities were not material for the three months ended March 31, 2016 and 2015 . |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES PBF Energy files federal and applicable state corporate income tax returns and recognizes income taxes on its pre-tax income, which to date has consisted solely of its share of PBF LLC’s pre-tax income (approximately 95.1% as of December 31, 2015 and approximately 95.2% as of March 31, 2016 ). PBF LLC is organized as a limited liability company and PBFX is a master limited partnership, both of which are treated as “flow-through” entities for federal income tax purposes and therefore are not subject to income taxes apart from the income tax attributable to two subsidiaries of Chalmette Refining that are treated as C-Corporations for income tax purposes. As a result, PBF Energy's condensed 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 apart from the income tax of $799 for the three months ended March 31, 2016 attributable to those two C-Corporation subsidiaries of Chalmette Refining. The income tax provision in the PBF Energy condensed consolidated financial statements of operations consisted of the following: Three Months Ended 2016 2015 Current tax (benefit) expense $ (75,454 ) $ 25,970 Deferred tax expense 52,954 23,168 Total tax (benefit) expense $ (22,500 ) $ 49,138 Income tax expense (benefit) is based on income before taxes attributable to PBF Energy and excludes income before taxes attributable to noncontrolling interests as such interests are not subject to income taxes. The difference between the Company’s income tax expense (benefit) and the income tax provision computed by applying the United States statutory rate and the difference between the Company’s effective income tax rate and the United States statutory rate are reconciled below: Three Months Ended Three Months Ended Provision at Federal statutory rate $ (18,161 ) 35.0 % $ 47,689 35.0 % Increase (decrease) attributable to flow-through of certain tax adjustments: State income taxes (net federal income tax) (2,402 ) 4.6 % 7,098 5.2 % Non deductible/nontaxable items 135 (0.3 )% 526 0.4 % Adjustment for manufacturer's benefit — — % (1,206 ) (0.9 )% Rate differential from foreign jurisdictions (375 ) 0.7 % (5,629 ) (4.1 )% Other (1,697 ) 3.3 % 660 0.5 % Total $ (22,500 ) 43.3 % $ 49,138 36.1 % The Company's effective income tax rate for the three months ended March 31, 2016 and 2015 , including the impact of income attributable to noncontrolling interests of $6,052 and $15,798 , respectively, was 49.1% and 32.3% , respectively. PBF Energy has determined there are no material uncertain tax positions as of March 31, 2016 . PBF Energy does not have any unrecognized tax benefits. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Environmental Matters The Company’s refineries 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. In connection with the Paulsboro refinery acquisition, the Company assumed certain environmental remediation obligations. The environmental liability of $12,021 recorded as of March 31, 2016 ( $10,367 as of December 31, 2015 ) represents the present value of expected future costs discounted at a rate of 8.0% . The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities. As of March 31, 2016 and December 31, 2015 , this liability is self-guaranteed by the Company. In connection with the acquisition of the Delaware City assets, Valero Energy Corporation (“Valero”) remains responsible for certain pre-acquisition environmental obligations up to $20,000 and the predecessor to Valero in ownership of the refinery retains other historical obligations. In connection with the acquisition of the Delaware City assets and the Paulsboro refinery, the Company and Valero purchased ten year, $75,000 environmental insurance policies to insure against unknown environmental liabilities at each site. In connection with the Toledo refinery acquisition, Sunoco, Inc. (R&M) (“Sunoco”) remains responsible for environmental remediation for conditions that existed on the closing date for twenty years from March 1, 2011, subject to certain limitations. In connection with the acquisition of the Chalmette refinery, the Company obtained $3,936 in financial assurance (in the form of a 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. Further, in connection with the acquisition of the Chalmette refinery, the Company purchased a ten year, $100,000 environmental insurance policy to insure against unknown environmental liabilities at the refinery. In 2010, New York State adopted a Low-Sulfur Heating Oil mandate that, beginning July 1, 2012, requires all heating oil sold in New York State to contain no more than 15 parts per million (“PPM”) sulfur. Since July 1, 2012, other states in the Northeast market began requiring heating oil sold in their state to contain no more than 15 PPM sulfur. Currently, six Northeastern states require heating oil with 15 PPM or less sulfur. By July 1, 2016, two more states are expected to adopt this requirement and by July 1, 2018 most of the remaining Northeastern states (except for Pennsylvania and New Hampshire) will require heating oil with 15 PPM or less sulfur. All of the heating oil the Company currently produces meets these specifications. The mandate and other requirements do not currently have a material impact on the Company's financial position, results of operations or cash flows. The EPA issued the final Tier 3 Gasoline standards on March 3, 2014 under the Clean Air Act. This final rule establishes more stringent vehicle emission standards and further reduces the sulfur content of gasoline starting in January of 2017. The new standard is set at 10 PPM sulfur in gasoline on an annual average basis starting January 1, 2017, with a credit trading program to provide compliance flexibility. The EPA responded to industry comments on the proposed rule and maintained the per gallon sulfur cap on gasoline at the existing 80 PPM cap. The standards set by the new rule are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. The EPA was required to release the final annual standards for the Reformulated Fuels Standard (“RFS”) for 2014 no later than Nov 29, 2013 and for 2015 no later than Nov 29, 2014. The EPA did not meet these requirements but did release proposed standards for 2014. The EPA did not finalize this proposal in 2014. The EPA published the final 2014-2016 Renewable standards late in 2015. The EPA essentially set the standards for 2014 and 2015 at the estimated actual renewable fuel used in each year given they were for the most part regulating activities that had already occurred. In setting the 2016 standards the EPA recognized the E10 blend wall and used the general waiver authority to set the 2016 renewable fuel requirement lower than the original requirements stated in the Energy Independence Security Act (EISA). These new standards are being challenged by both renewable fuel producers and obligated parties in legal actions. The courts are attempting to consolidate some of these challenges. It appears unlikely the courts will be able resolve these issues before EPA releases the final 2017 standards late in 2016 assuming they stay on schedule. The Company is currently evaluating the final standards and they may have a material impact on the Company's cost of compliance with RFS 2. The EPA published a Final Rule to the Clean Water Act (“CWA”) Section 316(b) in August 2014 regarding cooling water intake structures, which includes requirements for petroleum refineries. The purpose of this rule is to prevent fish from being trapped against cooling water intake screens (impingement) and to prevent fish from being drawn through cooling water systems (entrainment). Facilities will be required to implement Best Technology Available (BTA) as soon as possible, but state agencies have the discretion to establish implementation time lines. The Company continues to evaluate the impact of this regulation, and at this time does not anticipate it having a material impact on the Company’s financial position, results of operations or cash flows. In addition, on December 1, 2015 the EPA finalized revisions to an existing air regulation concerning Maximum Achievable Control Technologies (“MACT”) for Petroleum Refineries. The regulation requires additional continuous monitoring systems for eligible process safety valves relieving to atmosphere, minimum flare gas heat (Btu) content, and delayed coke drum vent controls to be installed by January 30, 2019. In addition, a program for ambient fence line monitoring for benzene will need to be implemented by January 30, 2018. The Company is currently evaluating the final standards to evaluate the impact of this regulation, and at this time does not anticipate it will have a material impact on the Company's financial position, results of operations or cash flows. In late 2015, the EPA initiated enforcement proceedings against companies it believes produced invalid RINs. We purchased RINs to satisfy a portion of our obligations under the Renewable Fuels Standard program for calendar year 2012 and had purchased some RINs the EPA considered invalid. We continue to purchase RINs to satisfy our obligations under the RFS program, and on April 11, 2016, PBF Holding Company LLC was notified by the EPA that the EPA’s records indicated that PBF Holding used potentially invalid RINs generated by one of the companies. The EPA directed PBF Holding to resubmit reports to remove the potentially invalid RINs and to replace the invalid RINs with valid RINs with the same D Code. We are in the process of determining whether any of those RINs are invalid. We understand the EPA continues to investigate invalid RINs. While we do not know what actions the EPA will take, or penalties it will impose with respect to these identified RINs or any other RINs we have purchased that the EPA may identify as being invalid, at this time, we do not expect any such action or penalties would have a material effect on our financial condition, results of operations or cash flows. The Company is also currently subject to certain other existing environmental claims and proceedings. The Company believes that there is only a remote possibility that future costs related to any of these other known contingent liability exposures would have a material impact on its financial position, results of operations or cash flows. PBF LLC Limited Liability Company Agreement 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. PBF Energy ultimately may not receive cash distributions from PBF LLC equal to its share of such taxable income 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 PBF Energy to the extent of its allocable share of the taxable income of PBF LLC. As a result, at certain times, the amount of cash otherwise ultimately available to PBF Energy on account of its indirect interest in PBFX may not be sufficient for PBF Energy to pay the amount of taxes it will owe on account of its indirect interests in PBFX. Taxable income of PBF LLC generally is allocated to the holders of PBF LLC units (including PBF Energy) pro-rata in accordance with their respective share of the net profits and net losses of PBF LLC. In general, 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 are required to be in 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 is required to 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. PBF LLC obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX. Tax Receivable Agreement PBF Energy entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B Unit holders (the “Tax Receivable Agreement”) that provides for the payment by PBF Energy to such persons of an amount equal to 85% of the amount of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) increases in tax basis, as described below, and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. For purposes of the Tax Receivable Agreement, the benefits deemed realized by PBF Energy will be computed by comparing the actual income tax liability of PBF Energy (calculated with certain assumptions) to the amount of such taxes that PBF Energy would have been required to pay had there been no increase to the tax basis of the assets of PBF LLC as a result of purchases or exchanges of PBF LLC Series A Units for shares of PBF Energy's Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless: (i) PBF Energy exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches any of its material obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in which case all obligations under the Tax Receivable Agreement will generally be accelerated and due as calculated under certain assumptions. The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of PBF LLC, PBF Holding or PBFX. In general, PBF Energy expects to obtain funding for these annual payments from PBF LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners. Such owners include PBF Energy, which holds a 95.2% interest in PBF LLC as of March 31, 2016 ( 95.1% as of December 31, 2015 ). PBF LLC obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX. As of March 31, 2016 , the Company has recognized a liability for the tax receivable agreement of $661,418 ( $661,418 as of December 31, 2015 ) reflecting the estimate of the undiscounted amounts that the Company expects to pay under the agreement. |
DIVIDENDS AND DISTRIBUTIONS
DIVIDENDS AND DISTRIBUTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
DIVIDENDS AND DISTRIBUTIONS | DIVIDENDS AND DISTRIBUTIONS With respect to dividends and distributions paid during the three months ended March 31, 2016 , PBF LLC made aggregate non-tax quarterly distributions of $0.30 per unit to its members, of which $29,342 was distributed pro-rata to PBF Energy and the balance was distributed to its other members. PBF Energy used this $29,342 to pay quarterly cash dividends of $0.30 per share of Class A common stock on March 8, 2016. With respect to distributions paid during the three months ended March 31, 2016 , PBFX paid a distribution on outstanding common and subordinated units of $0.41 per unit on March 8, 2016, for a total distribution of $14,680 , of which $7,986 was distributed to PBF LLC and the balance was distributed to its public unit holders. |
TREASURY STOCK
TREASURY STOCK | 3 Months Ended |
Mar. 31, 2016 | |
TREASURY STOCK [Abstract] | |
Treasury Stock | TREASURY STOCK On August 19, 2014, the Company's Board of Directors authorized the repurchase of up to $200,000 of the Company's Class A common stock (the “Repurchase Program”). On October 29, 2014, the Company's Board of Directors approved an additional $100,000 increase to the existing Repurchase Program. The Repurchase Program expires on September 30, 2016. No repurchases of the Company's Class A common stock were made during the three months ended March 31, 2016 . From the inception of the Repurchase Program through March 31, 2016 , the Company has purchased approximately 6.05 million shares of the Company's Class A common stock through open market transactions under the Repurchase Program, for a total of $150,804 . These repurchases may be made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which may be effected through Rule 10b5-1 and Rule 10b-18 plans. The timing and number of shares repurchased will depend on a variety of factors, including price, capital availability, legal requirements and economic and market conditions. The Company is not obligated to purchase any shares under the Repurchase Program, and repurchases may be suspended or discontinued at any time without prior notice. As of March 31, 2016 , the Company has the ability to purchase an additional $149,196 in common stock under the approved Repurchase Program. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 3 Months Ended |
Mar. 31, 2016 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following: Three Months Ended Pension Benefits 2016 2015 Components of net periodic benefit cost: Service cost $ 7,340 $ 5,790 Interest cost 776 709 Expected return on plan assets (1,106 ) (829 ) Amortization of prior service costs 13 13 Amortization of loss 194 311 Net periodic benefit cost $ 7,217 $ 5,994 Three Months Ended Post Retirement Medical Plan 2016 2015 Components of net periodic benefit cost: Service cost $ 220 $ 244 Interest cost 134 134 Amortization of prior service costs 109 76 Amortization of loss (gain) — — Net periodic benefit cost $ 463 $ 454 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The tables below present information about the Company's financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of March 31, 2016 and December 31, 2015 . We have elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. We have posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet. As of March 31, 2016 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Level 1 Level 2 Level 3 Assets: Money market funds $ 507,498 $ — $ — $ 507,498 N/A $ 507,498 Marketable securities 234,408 — — 234,408 N/A 234,408 Commodity contracts 29,761 21,346 1,915 53,022 (38,338 ) 14,684 Derivatives included with inventory intermediation agreement obligations — 365 — 365 — 365 Liabilities: Commodity contracts 34,368 3,970 — 38,338 (38,338 ) — Catalyst lease obligations — 34,688 — 34,688 — 34,688 As of December 31, 2015 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Level 1 Level 2 Level 3 Assets: Money market funds $ 631,280 $ — $ — $ 631,280 N/A $ 631,280 Marketable securities 234,258 — — 234,258 N/A 234,258 Commodity contracts 63,810 31,256 3,543 98,609 (52,482 ) 46,127 Derivatives included with inventory intermediation agreement obligations — 35,511 — 35,511 — 35,511 Derivatives included with inventory supply arrangement obligations — — — — — — Liabilities: Commodity contracts 49,960 2,522 — 52,482 (52,482 ) — Catalyst lease obligations — 31,802 — 31,802 — 31,802 The valuation methods used to measure financial instruments at fair value are as follows: • Money market funds categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices and included within cash and cash equivalents. • Marketable securities, consisting primarily of US Treasury securities, categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices. • The commodity contracts categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted prices in an active market. The commodity contracts categorized in Level 2 of the fair value hierarchy are measured at fair value using a market approach based upon future commodity prices for similar instruments quoted in active markets. • The commodity contracts categorized in Level 3 of the fair value hierarchy consist of commodity price swap contracts that relate to forecasted purchases of crude oil for which quoted forward market prices are not readily available due to market illiquidity. The forward prices used to value these swaps were derived using broker quotes, prices from other third party sources and other available market based data. • The derivatives included with inventory supply arrangement obligations, derivatives included with inventory intermediation agreement obligations and the catalyst lease obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based upon commodity prices for similar instruments quoted in active markets. Non-qualified pension plan assets are measured at fair value using a market approach based on published net asset values of mutual funds as a practical expedient. As of March 31, 2016 and December 31, 2015 , $9,645 and $9,325 , respectively, were included within deferred charges and other assets, net for these non-qualified pension plan assets. The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy: Three Months Ended 2016 2015 Balance at beginning of period $ 3,543 $ 1,521 Purchases — — Settlements (256 ) (1,200 ) Unrealized gain included in earnings (1,372 ) 9,357 Transfers into Level 3 — — Transfers out of Level 3 — — Balance at end of period $ 1,915 $ 9,678 There were no transfers between levels during the three months ended March 31, 2016 and 2015 , respectively. Fair value of debt The table below summarizes the fair value and carrying value of debt as of March 31, 2016 and December 31, 2015 . March 31, 2016 December 31, 2015 Carrying value Fair value Carrying value Fair value Senior Secured Notes due 2020 (a) $ 669,940 $ 702,571 $ 669,644 $ 706,246 Senior Secured Notes due 2023 (a) 500,000 474,138 500,000 492,452 PBFX Senior Notes (a) 350,000 339,216 350,000 321,722 PBFX Term Loan (b) 234,200 234,200 234,200 234,200 Rail Facility (b) 67,491 67,491 67,491 67,491 Catalyst leases (c) 34,688 34,688 31,802 31,802 PBFX Revolving Credit Facility (b) 24,500 24,500 24,500 24,500 Revolving Loan (b) — — — — 1,880,819 1,876,804 1,877,637 1,878,413 Less - Current maturities — — — — Less - Unamortized deferred financing costs 38,917 n/a 41,282 n/a Long-term debt $ 1,841,902 $ 1,876,804 $ 1,836,355 $ 1,878,413 (a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the Senior Secured Notes and the PBFX Senior Notes. (b) The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates. (c) Catalyst leases are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option for accounting for its catalyst lease repurchase obligations as the Company's liability is directly impacted by the change in fair value of the underlying catalyst. |
DERIVATIVES
DERIVATIVES | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES The Company uses derivative instruments to mitigate certain exposures to commodity price risk. Prior to December 31, 2015, the Company’s crude supply agreement contained purchase obligations for certain volumes of crude oil and other feedstocks. In addition, the Company entered into Inventory Intermediation Agreements commencing in July 2013 that contain purchase obligations for certain volumes of intermediates and refined products. The purchase obligations related to crude oil, feedstocks, intermediates and refined products under these agreements are derivative instruments that have been designated as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value of these purchase obligation derivatives is based on market prices of the underlying crude oil and refined products. The level of activity for these derivatives is based on the level of operating inventories. As of March 31, 2016 , there were no barrels of crude oil and feedstocks (no barrels at December 31, 2015 ) outstanding under these derivative instruments designated as fair value hedges and no barrels ( no barrels at December 31, 2015 ) outstanding under these derivative instruments not designated as hedges. As of March 31, 2016 , there were 3,440,594 barrels of intermediates and refined products ( 3,776,011 barrels at December 31, 2015 ) outstanding under these derivative instruments designated as fair value hedges and no barrels ( no barrels at December 31, 2015 ) outstanding under these derivative instruments not designated as hedges. These volumes represent the notional value of the contract. The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of March 31, 2016 , there were 39,380,250 barrels of crude oil and 4,502,000 barrels of refined products ( 39,577,000 and 4,599,136 , respectively, as of December 31, 2015 ), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts. The following tables provide information about the fair values of these derivative instruments as of March 31, 2016 and December 31, 2015 and the line items in the consolidated balance sheet in which the fair values are reflected. Description Balance Sheet Location Fair Value Asset/(Liability) Derivatives designated as hedging instruments: March 31, 2016: Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 365 December 31, 2015 Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 35,511 Derivatives not designated as hedging instruments: March 31, 2016: Commodity contracts Accounts receivable $ 14,684 December 31, 2015 Commodity contracts Accounts receivable $ 46,127 The following table provides information about the gain or loss recognized in income on these derivative instruments and the line items in the consolidated financial statements in which such gains and losses are reflected. Description Location of Gain or (Loss) Recognized in Income on Derivatives Gain or (Loss) Recognized in Income on Derivatives Derivatives designated as hedging instruments: For the three months ended March 31, 2016: Derivatives included with the inventory intermediation agreement obligations Cost of sales $ (35,146 ) For the three months ended March 31, 2015: Derivatives included with inventory supply arrangement obligations Cost of sales $ (2,821 ) Derivatives included with the inventory intermediation agreement obligations Cost of sales $ (63,686 ) Derivatives not designated as hedging instruments: For the three months ended March 31, 2016: Commodity contracts Cost of sales $ (19,953 ) For the three months ended March 31, 2015: Commodity contracts Cost of sales $ (41,128 ) Hedged items designated in fair value hedges: For the three months ended March 31, 2016: Intermediate and refined product inventory Cost of sales $ 35,146 For the three months ended March 31, 2015: Crude oil and feedstock inventory Cost of sales $ 2,821 Intermediate and refined product inventory Cost of sales $ 63,686 The Company had no ineffectiveness related to the Company's fair value hedges for the three months ended March 31, 2016 and 2015 . |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company's operations are organized into two reportable segments, Refining and Logistics. Operations that are not included in the Refining and Logistics segments are included in Corporate. Intersegment transactions are eliminated in the consolidated financial statements and are included in Eliminations. Refining The Company's Refining Segment includes the operations of its four refineries which are located in Toledo, Ohio, Delaware City, Delaware, Paulsboro, New Jersey and New Orleans, Louisiana. The refineries produce unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. The Company purchases crude oil, other feedstocks and blending components from various third-party suppliers. The Company sells products throughout the Northeast, Midwest and Gulf Coast of the United States, as well as in other regions of the United States and Canada, and is able to ship products to other international destinations. Logistics The Company formed PBFX, a publicly traded master limited partnership, to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBFX's assets consist of (i) a rail terminal which has a double loop track and ancillary pumping and unloading equipment located at the Delaware City refinery; (ii) a truck terminal comprised of six lease automatic custody transfer units accepting crude oil deliveries by truck located at the Toledo refinery; (iii) a heavy crude rail unloading rack located at the Delaware City refinery; (iv) a tank farm, including a propane storage and loading facility at the Toledo Refinery; and (v) an interstate petroleum products pipeline and a 15 -lane truck loading rack both located at the Delaware City refinery. PBFX provides various rail and truck terminaling services, pipeline transportation services and storage services to PBF Holding and/or its subsidiaries through long-term commercial agreements. PBFX currently does not generate third party revenue and, as such, intersegment related-party revenues are eliminated in consolidation. Prior to the PBFX Offering, PBFX's assets were operated within the refining operations of the Company's Delaware City and Toledo refineries. The assets, did not generate third party revenue nor, apart from Delaware Pipeline Company LLC, any intra-entity revenue and were not considered to be a separate reportable segment. The Company evaluates the performance of its segments based primarily on income from operations. Income from operations includes those revenues and expenses that are directly attributable to management of the respective segment. The Logistics segment's revenues include inter-segment transactions with the Company's Refining segment at prices the Company believes are substantially equivalent to the prices that could have been negotiated with unaffiliated parties with respect to similar services. Activities of the Company's business that are not included in the two operating segments are included in Corporate. Such activities consist primarily of corporate staff operations and other items that are not specific to the normal operations of the two operating segments. The Company does not allocate certain items of other income and expense, including income taxes, to the individual segments. The Refinery segment's operating subsidiaries and PBFX are primarily pass-through entities with respect to income taxes. Disclosures regarding our reportable segments with reconciliations to consolidated totals for the three months ended March 31, 2016 and March 31, 2015 are presented below. In connection with the contribution by PBF LLC of the Delaware City Products Pipeline and Truck Rack, the accompanying segment information has been retrospectively adjusted to include the historical results of the Delaware City Products Pipeline and Truck Rack for all periods presented prior to such contribution. Total assets of each segment consist of net property, plant and equipment, inventories, cash and cash equivalents, accounts receivables and other assets directly associated with the segment’s operations. Corporate assets consist primarily of deferred tax assets, property, plant and equipment and other assets not directly related to our refinery and logistic operations. Three Months Ended March 31, 2016 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 2,800,185 $ 36,549 $ — $ (36,549 ) $ 2,800,185 Depreciation and amortization expense 52,596 1,640 1,697 — 55,933 Income (loss) from operations 4,967 26,323 (36,714 ) — (5,424 ) Interest expense, net 972 7,229 29,326 — 37,527 Capital expenditures (1) 139,600 439 5,700 — 145,739 Three Months Ended March 31, 2015 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 2,995,136 $ 32,846 $ — $ (32,846 ) $ 2,995,136 Depreciation and amortization expense 43,030 1,633 3,043 — 47,706 Income (loss) from operations 188,085 19,717 (35,392 ) — 172,410 Interest expense, net 3,956 1,955 16,281 — 22,192 Capital expenditures 124,468 76 1,185 — 125,729 Balance at March 31, 2016 Refining Logistics Corporate Eliminations Consolidated Total Total assets $ 5,165,674 $ 433,579 $ 608,860 $ (24,454 ) $ 6,183,659 Balance at December 31, 2015 Refining Logistics Corporate Eliminations Consolidated Total Total assets $ 5,087,554 $ 422,902 $ 618,617 $ (23,949 ) $ 6,105,124 (1) The Refining segment includes capital expenditures of $2.7 million for the working capital settlement related to the acquisition of the Chalmette refinery that was finalized in the first quarter of 2016. |
NET (LOSS) INCOME PER SHARE OF
NET (LOSS) INCOME PER SHARE OF PBF ENERGY | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
NET (LOSS) INCOME PER SHARE OF PBF ENERGY | NET (LOSS) INCOME PER SHARE OF PBF ENERGY The following table sets forth the computation of basic and diluted net (loss) income per Class A common share attributable to PBF Energy: Three Months Ended Basic Earnings Per Share: 2016 2015 Numerator for basic net (loss) income per Class A common share - net (loss) income attributable to PBF Energy $ (29,388 ) $ 87,321 Denominator for basic net (loss) income per Class A common share - weighted average shares 97,809,384 84,278,071 Basic net (loss) income attributable to PBF Energy per Class A common share $ (0.30 ) $ 1.04 Diluted Earnings Per Share: Numerator: Net (loss) income attributable to PBF Energy $ (29,388 ) $ 87,321 Plus: Net (loss) income attributable to noncontrolling interest (1) — 7,788 Less: Income tax expense (benefit) on net (loss) income attributable to noncontrolling interest (1) — (3,131 ) Numerator for diluted net (loss) income per Class A common share - net income (loss) attributable to PBF Energy (1) $ (29,388 ) $ 91,978 Denominator (1) : Denominator for basic net (loss) income per Class A common share-weighted average shares 97,809,384 84,278,071 Effect of dilutive securities: Conversion of PBF LLC Series A Units — 6,866,867 Common stock equivalents (2) — 524,163 Denominator for diluted net (loss) income per common share-adjusted weighted average shares 97,809,384 91,669,101 Diluted net (loss) income attributable to PBF Energy per Class A common share $ (0.30 ) $ 1.00 __________ (1) The diluted earnings per share calculation generally assumes the conversion of all outstanding PBF LLC Series A Units to Class A common stock of PBF Energy. The net (loss) income attributable to PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net (loss) income, as well as the corresponding income tax expense (benefit) (based on a 39.6% and 40.2% statutory tax rate for the three months ended March 31, 2016 and 2015, respectively) attributable to the converted units. During the three months ended March 31, 2016, the potential conversion of 4,956,417 PBF LLC Series A Units into PBF Energy Class A common stock were excluded from the denominator in computing diluted net income per share because including them would have had an anti-dilutive effect. As the potential conversion of the PBF LLC Series A Units and Common stock equivalents were not included, the numerator used in the calculation of diluted net income per share was equal to the numerator used in the calculation of basic net income per share and does not include the net income and income tax attributable to the net income associated with the potential conversion of the PBF LLC Series A Units and Common stock equivalents. (2) Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of common stock equivalents, including options and warrants for PBF LLC Series A Units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive). Common stock equivalents excludes the effects of options to purchase 4,945,360 and 2,869,500 shares of PBF Energy Class A common stock because they are anti-dilutive for the three months ended March 31, 2016 and 2015 , respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Dividend Declared On April 28, 2016, the Company announced a dividend of $0.30 per share on outstanding Class A common stock. The dividend is payable on May 31, 2016 to Class A common stockholders of record at the close of business on May 13, 2016. PBFX Distributions On April 28, 2016, the Board of Directors of PBF GP announced a distribution of $0.42 per unit on outstanding common and subordinated units of PBFX. The distribution is payable on May 31, 2016 to PBFX unit holders of record at the close of business on May 13, 2016. PBFX Plains Asset Purchase On April 29, 2016, PBFX's wholly-owned subsidiary, PBF Logistics Products Terminals LLC, completed the purchase of four refined product terminals located in the greater Philadelphia region from an affiliate of Plains All American Pipeline, L.P. for total cash consideration of approximately $100,000 . April 2016 PBFX Equity Offering On April 5, 2016, PBFX completed a public offering of an aggregate of 2,875,000 common units, including 375,000 common units that were sold pursuant to the exercise of an over-allotment option, for net proceeds of $51,400 , after deducting underwriting discounts and commissions and other offering expenses (the "April 2016 PBFX Equity Offering"). As a result of the April 2016 PBFX Equity Offering, PBF LLC holds a 49.5% limited partner interest in PBFX and owns all of PBFX’s IDRs, with the remaining 50.5% limited partner interest owned by public unitholders. |
DESCRIPTION OF THE BUSINESS A25
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), which defers 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. In November 2015, the FASB issued ASU No. 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"), which requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. Under ASU 2015-17, this guidance becomes effective for annual periods beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016 and interim periods within those years. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”), which amends how entities measure equity investments that do not result in consolidation and are not accounted for under the equity method and how they present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. ASU 2016-01 also changes certain disclosure requirements and other aspects of current US GAAP but does not change the guidance for classifying and measuring investments in debt securities and loans. Under ASU 2016-01, this guidance becomes effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted in certain circumstances. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), to increase the transparency and comparability about leases among entities. The new guidance requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-06, “Derivatives and Hedging (Topic 815) Contingent Put and Call Options in Debt Instruments No. 2016-06 March 2016 a consensus of the FASB Emerging Issues Task Force” (“ASU 2016-06”), to increase consistency in practice in applying guidance on determining if an embedded derivative is clearly and closely related to the economic characteristics of the host contract, specifically for assessing whether call (put) options that can accelerate the repayment of principal on a debt instrument meet the clearly and closely related criterion. The guidance in ASU 2016-06 applies to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. ASU 2016-06 is effective for interim and annual periods beginning after December 15, 2016, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”) which is intended to simplify certain aspects of the accounting for share-based payments to employees. The guidance in ASU 2016-09 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled rather than recording excess tax benefits or deficiencies in additional paid-in capital. The guidance in ASU 2016-09 also allows an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. ASU 2016-09 also contains additional guidance for nonpublic entities that do not apply to the Company. ASU 2016-09 is effective for interim and annual periods beginning after December 15, 2016, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of assets acquired and liabilities assumed | The following table summarizes the final amounts recognized for assets acquired and liabilities assumed as of the acquisition date. The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows: Purchase Price Net cash $ 587,005 Cash acquired (19,042 ) Total consideration $ 567,963 Fair Value Allocation Accounts receivable $ 1,126 Inventories 271,434 Prepaid expenses and other current assets 913 Property, plant and equipment 356,961 Deferred charges and other assets 8,312 Accounts payable (4,870 ) Accrued expenses (28,371 ) Deferred tax liability (25,721 ) Noncontrolling interests (11,821 ) Fair value of net assets acquired $ 567,963 |
Schedule of Pro Forma Information | The unaudited pro forma financial information includes the depreciation and amortization expense related to the acquisition and interest expense associated with the financing of the Chalmette Acquisition. (Unaudited) Three Months Ended March 31, 2015 Pro forma revenues $ 4,052,933 Pro forma net income attributable to PBF Energy Inc. $ 126,926 Pro forma net income available to Class A common stock per share: Basic $ 1.32 Diluted $ 1.30 |
NONCONTROLLING INTEREST OF PB27
NONCONTROLLING INTEREST OF PBF ENERGY AND PBFX (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Noncontrolling Interest [Line Items] | |
Summary of the allocation of equity between the controlling and noncontrolling interests of PBF Energy | The following table summarizes the changes in equity for the controlling and noncontrolling interests of PBF Energy for the three months ended March 31, 2016 and 2015 : PBF Energy Inc. Equity Noncontrolling Noncontrolling Total Equity Balance at January 1, 2016 $ 1,647,297 $ 108,243 $ 340,317 $ 2,095,857 Comprehensive income (28,796 ) (2,411 ) 8,493 (22,714 ) Dividends and distributions (29,342 ) (1,487 ) (6,694 ) (37,523 ) Stock-based compensation 2,621 — 729 3,350 Exercise of PBF LLC options and warrants, net 1,058 (190 ) — 868 Other (442 ) (5,145 ) (505 ) (6,092 ) Balance at March 31, 2016 $ 1,592,396 $ 99,010 $ 342,340 $ 2,033,746 PBF Energy Inc. Equity Noncontrolling Noncontrolling Total Equity Balance at January 1, 2015 $ 1,218,213 $ 138,734 $ 336,369 $ 1,693,316 Comprehensive income 87,766 7,814 8,010 103,590 Dividends and distributions (25,733 ) (1,610 ) (5,309 ) (32,652 ) Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings 1,297 — — 1,297 Record allocation of noncontrolling interest upon completion of secondary offerings 39,976 (39,976 ) — — Stock-based compensation 1,930 95 930 2,955 Exercise of PBF LLC options and warrants, net — (383 ) — (383 ) Purchase of treasury stock (407 ) — — (407 ) Balance at March 31, 2015 $ 1,323,042 $ 104,674 $ 340,000 $ 1,767,716 |
PBF LLC [Member] | |
Noncontrolling Interest [Line Items] | |
The ownership percentage in PBF LLC | The noncontrolling interest ownership percentage of PBF LLC as of March 31, 2016 and December 31, 2015 is calculated as follows: Holders of PBF LLC Series A Units Outstanding Shares of PBF Energy Class A Common Stock Total * December 31, 2015 4,985,358 97,781,933 102,767,291 4.9 % 95.1 % 100.0 % March 31, 2016 4,947,401 97,816,106 102,763,507 4.8 % 95.2 % 100.0 % —————————— * Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis. |
PBF Logistics LP [Member] | |
Noncontrolling Interest [Line Items] | |
The ownership percentage in PBF LLC | The noncontrolling interest ownership percentage of PBFX as of March 31, 2016 and December 31, 2015 , is calculated as follows: Units of PBFX Held by the Public Units of PBFX Held by PBF LLC (Including Subordinated Units) Total December 31, 2015 15,924,676 18,459,497 34,384,173 46.3 % 53.7 % 100.0 % March 31, 2016 15,924,676 18,459,497 34,384,173 46.3 % 53.7 % 100.0 % |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following: March 31, 2016 Titled Inventory Inventory Supply and Intermediation Arrangements Total Crude oil and feedstocks $ 1,135,671 $ — $ 1,135,671 Refined products and blendstocks 690,813 400,753 1,091,566 Warehouse stock and other 60,335 — 60,335 $ 1,886,819 $ 400,753 $ 2,287,572 Lower of cost or market reserve (900,728 ) (157,545 ) (1,058,273 ) Total inventories $ 986,091 $ 243,208 $ 1,229,299 December 31, 2015 Titled Inventory Inventory Supply and Intermediation Arrangements Total Crude oil and feedstocks $ 1,137,605 $ — $ 1,137,605 Refined products and blendstocks 687,389 411,357 1,098,746 Warehouse stock and other 55,257 — 55,257 $ 1,880,251 $ 411,357 $ 2,291,608 Lower of cost or market reserve (966,564 ) (150,772 ) (1,117,336 ) Total inventories $ 913,687 $ 260,585 $ 1,174,272 |
DEFERRED CHARGES AND OTHER AS29
DEFERRED CHARGES AND OTHER ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of deferred charges and other assets, net | Deferred charges and other assets, net consisted of the following: March 31, December 31, Deferred turnaround costs, net $ 237,398 $ 177,236 Catalyst, net 89,995 77,725 Linefill 13,504 13,504 Restricted cash 1,500 1,500 Intangible assets, net 209 219 Other 24,103 20,529 Total deferred charges and other assets, net $ 366,709 $ 290,713 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consisted of the following: March 31, December 31, Inventory-related accruals $ 583,287 $ 548,800 Inventory supply and intermediation arrangements 274,668 252,380 Accrued transportation costs 87,972 91,546 Renewable energy credit obligations 45,729 19,472 Excise and sales tax payable 41,110 34,129 Accrued interest 30,558 24,806 Accrued utilities 24,780 25,192 Customer deposits 26,656 20,395 Accrued salaries and benefits 12,290 61,011 Accrued construction in progress 6,709 7,400 Other 10,847 34,058 Total accrued expenses $ 1,144,606 $ 1,119,189 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of the income tax provision | The income tax provision in the PBF Energy condensed consolidated financial statements of operations consisted of the following: Three Months Ended 2016 2015 Current tax (benefit) expense $ (75,454 ) $ 25,970 Deferred tax expense 52,954 23,168 Total tax (benefit) expense $ (22,500 ) $ 49,138 |
Schedule of effective income tax rate reconciliation | The difference between the Company’s income tax expense (benefit) and the income tax provision computed by applying the United States statutory rate and the difference between the Company’s effective income tax rate and the United States statutory rate are reconciled below: Three Months Ended Three Months Ended Provision at Federal statutory rate $ (18,161 ) 35.0 % $ 47,689 35.0 % Increase (decrease) attributable to flow-through of certain tax adjustments: State income taxes (net federal income tax) (2,402 ) 4.6 % 7,098 5.2 % Non deductible/nontaxable items 135 (0.3 )% 526 0.4 % Adjustment for manufacturer's benefit — — % (1,206 ) (0.9 )% Rate differential from foreign jurisdictions (375 ) 0.7 % (5,629 ) (4.1 )% Other (1,697 ) 3.3 % 660 0.5 % Total $ (22,500 ) 43.3 % $ 49,138 36.1 % |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |
Schedule of net periodic benefit cost | The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following: Three Months Ended Pension Benefits 2016 2015 Components of net periodic benefit cost: Service cost $ 7,340 $ 5,790 Interest cost 776 709 Expected return on plan assets (1,106 ) (829 ) Amortization of prior service costs 13 13 Amortization of loss 194 311 Net periodic benefit cost $ 7,217 $ 5,994 Three Months Ended Post Retirement Medical Plan 2016 2015 Components of net periodic benefit cost: Service cost $ 220 $ 244 Interest cost 134 134 Amortization of prior service costs 109 76 Amortization of loss (gain) — — Net periodic benefit cost $ 463 $ 454 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The tables below present information about the Company's financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of March 31, 2016 and December 31, 2015 . We have elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. We have posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet. As of March 31, 2016 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Level 1 Level 2 Level 3 Assets: Money market funds $ 507,498 $ — $ — $ 507,498 N/A $ 507,498 Marketable securities 234,408 — — 234,408 N/A 234,408 Commodity contracts 29,761 21,346 1,915 53,022 (38,338 ) 14,684 Derivatives included with inventory intermediation agreement obligations — 365 — 365 — 365 Liabilities: Commodity contracts 34,368 3,970 — 38,338 (38,338 ) — Catalyst lease obligations — 34,688 — 34,688 — 34,688 As of December 31, 2015 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Level 1 Level 2 Level 3 Assets: Money market funds $ 631,280 $ — $ — $ 631,280 N/A $ 631,280 Marketable securities 234,258 — — 234,258 N/A 234,258 Commodity contracts 63,810 31,256 3,543 98,609 (52,482 ) 46,127 Derivatives included with inventory intermediation agreement obligations — 35,511 — 35,511 — 35,511 Derivatives included with inventory supply arrangement obligations — — — — — — Liabilities: Commodity contracts 49,960 2,522 — 52,482 (52,482 ) — Catalyst lease obligations — 31,802 — 31,802 — 31,802 |
Schedule of Effect of Significant Unobservable Inputs | The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy: Three Months Ended 2016 2015 Balance at beginning of period $ 3,543 $ 1,521 Purchases — — Settlements (256 ) (1,200 ) Unrealized gain included in earnings (1,372 ) 9,357 Transfers into Level 3 — — Transfers out of Level 3 — — Balance at end of period $ 1,915 $ 9,678 |
Schedule of Fair value of Debt | The table below summarizes the fair value and carrying value of debt as of March 31, 2016 and December 31, 2015 . March 31, 2016 December 31, 2015 Carrying value Fair value Carrying value Fair value Senior Secured Notes due 2020 (a) $ 669,940 $ 702,571 $ 669,644 $ 706,246 Senior Secured Notes due 2023 (a) 500,000 474,138 500,000 492,452 PBFX Senior Notes (a) 350,000 339,216 350,000 321,722 PBFX Term Loan (b) 234,200 234,200 234,200 234,200 Rail Facility (b) 67,491 67,491 67,491 67,491 Catalyst leases (c) 34,688 34,688 31,802 31,802 PBFX Revolving Credit Facility (b) 24,500 24,500 24,500 24,500 Revolving Loan (b) — — — — 1,880,819 1,876,804 1,877,637 1,878,413 Less - Current maturities — — — — Less - Unamortized deferred financing costs 38,917 n/a 41,282 n/a Long-term debt $ 1,841,902 $ 1,876,804 $ 1,836,355 $ 1,878,413 (a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the Senior Secured Notes and the PBFX Senior Notes. (b) The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates. (c) Catalyst leases are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option for accounting for its catalyst lease repurchase obligations as the Company's liability is directly impacted by the change in fair value of the underlying catalyst. |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments | The following tables provide information about the fair values of these derivative instruments as of March 31, 2016 and December 31, 2015 and the line items in the consolidated balance sheet in which the fair values are reflected. Description Balance Sheet Location Fair Value Asset/(Liability) Derivatives designated as hedging instruments: March 31, 2016: Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 365 December 31, 2015 Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 35,511 Derivatives not designated as hedging instruments: March 31, 2016: Commodity contracts Accounts receivable $ 14,684 December 31, 2015 Commodity contracts Accounts receivable $ 46,127 |
Schedule of Derivative Instruments, Gain (Loss) Recognized in Income | The following table provides information about the gain or loss recognized in income on these derivative instruments and the line items in the consolidated financial statements in which such gains and losses are reflected. Description Location of Gain or (Loss) Recognized in Income on Derivatives Gain or (Loss) Recognized in Income on Derivatives Derivatives designated as hedging instruments: For the three months ended March 31, 2016: Derivatives included with the inventory intermediation agreement obligations Cost of sales $ (35,146 ) For the three months ended March 31, 2015: Derivatives included with inventory supply arrangement obligations Cost of sales $ (2,821 ) Derivatives included with the inventory intermediation agreement obligations Cost of sales $ (63,686 ) Derivatives not designated as hedging instruments: For the three months ended March 31, 2016: Commodity contracts Cost of sales $ (19,953 ) For the three months ended March 31, 2015: Commodity contracts Cost of sales $ (41,128 ) Hedged items designated in fair value hedges: For the three months ended March 31, 2016: Intermediate and refined product inventory Cost of sales $ 35,146 For the three months ended March 31, 2015: Crude oil and feedstock inventory Cost of sales $ 2,821 Intermediate and refined product inventory Cost of sales $ 63,686 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Disclosures regarding our reportable segments with reconciliations to consolidated totals for the three months ended March 31, 2016 and March 31, 2015 are presented below. In connection with the contribution by PBF LLC of the Delaware City Products Pipeline and Truck Rack, the accompanying segment information has been retrospectively adjusted to include the historical results of the Delaware City Products Pipeline and Truck Rack for all periods presented prior to such contribution. Total assets of each segment consist of net property, plant and equipment, inventories, cash and cash equivalents, accounts receivables and other assets directly associated with the segment’s operations. Corporate assets consist primarily of deferred tax assets, property, plant and equipment and other assets not directly related to our refinery and logistic operations. Three Months Ended March 31, 2016 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 2,800,185 $ 36,549 $ — $ (36,549 ) $ 2,800,185 Depreciation and amortization expense 52,596 1,640 1,697 — 55,933 Income (loss) from operations 4,967 26,323 (36,714 ) — (5,424 ) Interest expense, net 972 7,229 29,326 — 37,527 Capital expenditures (1) 139,600 439 5,700 — 145,739 Three Months Ended March 31, 2015 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 2,995,136 $ 32,846 $ — $ (32,846 ) $ 2,995,136 Depreciation and amortization expense 43,030 1,633 3,043 — 47,706 Income (loss) from operations 188,085 19,717 (35,392 ) — 172,410 Interest expense, net 3,956 1,955 16,281 — 22,192 Capital expenditures 124,468 76 1,185 — 125,729 Balance at March 31, 2016 Refining Logistics Corporate Eliminations Consolidated Total Total assets $ 5,165,674 $ 433,579 $ 608,860 $ (24,454 ) $ 6,183,659 Balance at December 31, 2015 Refining Logistics Corporate Eliminations Consolidated Total Total assets $ 5,087,554 $ 422,902 $ 618,617 $ (23,949 ) $ 6,105,124 |
NET (LOSS) INCOME PER SHARE O36
NET (LOSS) INCOME PER SHARE OF PBF ENERGY (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted net income per common share | The following table sets forth the computation of basic and diluted net (loss) income per Class A common share attributable to PBF Energy: Three Months Ended Basic Earnings Per Share: 2016 2015 Numerator for basic net (loss) income per Class A common share - net (loss) income attributable to PBF Energy $ (29,388 ) $ 87,321 Denominator for basic net (loss) income per Class A common share - weighted average shares 97,809,384 84,278,071 Basic net (loss) income attributable to PBF Energy per Class A common share $ (0.30 ) $ 1.04 Diluted Earnings Per Share: Numerator: Net (loss) income attributable to PBF Energy $ (29,388 ) $ 87,321 Plus: Net (loss) income attributable to noncontrolling interest (1) — 7,788 Less: Income tax expense (benefit) on net (loss) income attributable to noncontrolling interest (1) — (3,131 ) Numerator for diluted net (loss) income per Class A common share - net income (loss) attributable to PBF Energy (1) $ (29,388 ) $ 91,978 Denominator (1) : Denominator for basic net (loss) income per Class A common share-weighted average shares 97,809,384 84,278,071 Effect of dilutive securities: Conversion of PBF LLC Series A Units — 6,866,867 Common stock equivalents (2) — 524,163 Denominator for diluted net (loss) income per common share-adjusted weighted average shares 97,809,384 91,669,101 Diluted net (loss) income attributable to PBF Energy per Class A common share $ (0.30 ) $ 1.00 __________ (1) The diluted earnings per share calculation generally assumes the conversion of all outstanding PBF LLC Series A Units to Class A common stock of PBF Energy. The net (loss) income attributable to PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net (loss) income, as well as the corresponding income tax expense (benefit) (based on a 39.6% and 40.2% statutory tax rate for the three months ended March 31, 2016 and 2015, respectively) attributable to the converted units. During the three months ended March 31, 2016, the potential conversion of 4,956,417 PBF LLC Series A Units into PBF Energy Class A common stock were excluded from the denominator in computing diluted net income per share because including them would have had an anti-dilutive effect. As the potential conversion of the PBF LLC Series A Units and Common stock equivalents were not included, the numerator used in the calculation of diluted net income per share was equal to the numerator used in the calculation of basic net income per share and does not include the net income and income tax attributable to the net income associated with the potential conversion of the PBF LLC Series A Units and Common stock equivalents. (2) Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of common stock equivalents, including options and warrants for PBF LLC Series A Units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive). Common stock equivalents excludes the effects of options to purchase 4,945,360 and 2,869,500 shares of PBF Energy Class A common stock because they are anti-dilutive for the three months ended March 31, 2016 and 2015 , respectively. |
DESCRIPTION OF THE BUSINESS A37
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) | Feb. 06, 2015shares | Mar. 31, 2016reportable_segmentshares | Dec. 31, 2015shares |
Description of Business [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
Shares, outstanding | 102,763,507 | 102,767,291 | |
Percentage of ownership in PBF LLC | 100.00% | 100.00% | |
Number of reportable segments | reportable_segment | 2 | ||
Class A Common Stock [Member] | PBF Energy [Member] | |||
Description of Business [Line Items] | |||
Shares, outstanding | 97,816,106 | 97,781,933 | |
Percentage of ownership in PBF LLC | 95.20% | 95.10% | |
Series A Units [Member] | PBF LLC [Member] | |||
Description of Business [Line Items] | |||
Shares, outstanding | 4,947,401 | 4,985,358 | |
Percentage of ownership in PBF LLC | 4.80% | 4.90% | |
Limited Partner [Member] | PBF LLC [Member] | |||
Description of Business [Line Items] | |||
Ownership percentage | 53.70% | 53.70% | |
Secondary Public Offering [Member] | Class A Common Stock [Member] | PBF Energy Inc. [Member] | |||
Description of Business [Line Items] | |||
Public offering (in shares) | 3,804,653 | ||
T&M Terminal Company [Member] | Chalmette Refining [Member] | |||
Description of Business [Line Items] | |||
Noncontrolling interest, ownership percentage | 80.00% |
PBF LOGISTICS LP (Details)
PBF LOGISTICS LP (Details) - shares | May. 14, 2014 | Mar. 31, 2016 | Dec. 31, 2015 |
Variable Interest Entity [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
IPO [Member] | Common Units [Member] | PBF Logistics LP [Member] | |||
Variable Interest Entity [Line Items] | |||
Shares sold in offering (in shares) | 15,812,500 | ||
Limited Partner [Member] | Public Unit Holders [Member] | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 46.30% | 46.30% | |
Limited Partner [Member] | PBF LLC [Member] | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 53.70% | 53.70% | |
Limited Partner [Member] | Common Units [Member] | PBF LLC [Member] | |||
Variable Interest Entity [Line Items] | |||
Partner capital units held (in shares) | 2,572,944 | ||
Limited Partner [Member] | Subordinated Units [Member] | PBF LLC [Member] | |||
Variable Interest Entity [Line Items] | |||
Partner capital units held (in shares) | 15,886,553 |
ACQUISITIONS Additional Informa
ACQUISITIONS Additional Information (Details) - USD ($) $ in Thousands | Nov. 01, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Chalmette Refining L.L.C. [Member] | PBF Energy Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Noncontrolling interest, ownership percentage | 100.00% | ||
T&M Terminal Company [Member] | Chalmette Refining [Member] | |||
Business Acquisition [Line Items] | |||
Noncontrolling interest, ownership percentage | 80.00% | ||
MOEM Pipeline [Member] | Chalmette Refining [Member] | |||
Business Acquisition [Line Items] | |||
Noncontrolling interest, ownership percentage | 100.00% | ||
Collins Pipeline Company [Member] | Chalmette Refining [Member] | |||
Business Acquisition [Line Items] | |||
Noncontrolling interest, ownership percentage | 80.00% | ||
Chalmette Refining L.L.C. [Member] | |||
Business Acquisition [Line Items] | |||
Consideration Transferred | $ 322,000 | ||
Inventory and final working capital given in business acquisition | 245,963 | ||
Deferred tax liability | $ 25,721 | ||
Transaction costs | $ 4,724 | $ 550 |
ACQUISITIONS (Purchase Price) (
ACQUISITIONS (Purchase Price) (Details) (Details) - USD ($) $ in Thousands | Nov. 01, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Business Acquisition [Line Items] | |||
Net cash | $ 2,659 | $ 0 | |
Chalmette Refining L.L.C. [Member] | |||
Business Acquisition [Line Items] | |||
Net cash | $ 587,005 | ||
Cash acquired | (19,042) | ||
Total consideration | $ 567,963 |
ACQUISITIONS (Assets and Liabil
ACQUISITIONS (Assets and Liabilities Acquired) (Details) - Chalmette Refining L.L.C. [Member] $ in Thousands | Nov. 01, 2015USD ($) |
Business Acquisition [Line Items] | |
Accounts receivable | $ 1,126 |
Inventories | 271,434 |
Prepaid expenses and other current assets | 913 |
Property, plant and equipment | 356,961 |
Deferred charges and other assets | 8,312 |
Accounts payable | (4,870) |
Accrued expenses | (28,371) |
Deferred tax liability | (25,721) |
Deferred tax liability | (11,821) |
Fair value of net assets acquired | $ 567,963 |
ACQUISITIONS (Pro Forma Informa
ACQUISITIONS (Pro Forma Information) (Details) - Chalmette Refining L.L.C. [Member] $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Pro forma revenues | $ | $ 4,052,933 |
Pro forma net income attributable to PBF Energy Inc. | $ | $ 126,926 |
Pro forma net income available to Class A common stock per share: | |
Basic (in shares) | $ / shares | $ 1.32 |
Diluted (in shares) | $ / shares | $ 1.30 |
NONCONTROLLING INTEREST OF PB43
NONCONTROLLING INTEREST OF PBF ENERGY AND PBFX (Ownership Percentage) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Nov. 01, 2015 |
Noncontrolling Interest [Line Items] | |||
Percentage of ownership in PBF LLC | 100.00% | 100.00% | |
Shares, outstanding | 102,763,507 | 102,767,291 | |
Ownership percentage | 100.00% | 100.00% | |
Common Units [Member] | |||
Noncontrolling Interest [Line Items] | |||
Shares sold in public offering (in shares) | 34,384,173 | 34,384,173 | |
Public Unit Holders [Member] | Common Units [Member] | |||
Noncontrolling Interest [Line Items] | |||
Shares sold in public offering (in shares) | 15,924,676 | 15,924,676 | |
PBF Energy [Member] | Class A Common Stock [Member] | |||
Noncontrolling Interest [Line Items] | |||
Percentage of ownership in PBF LLC | 95.20% | 95.10% | |
Shares, outstanding | 97,816,106 | 97,781,933 | |
PBF LLC [Member] | Common Units [Member] | |||
Noncontrolling Interest [Line Items] | |||
Shares sold in public offering (in shares) | 18,459,497 | 18,459,497 | |
PBF LLC [Member] | Series A Units [Member] | |||
Noncontrolling Interest [Line Items] | |||
Percentage of ownership in PBF LLC | 4.80% | 4.90% | |
Shares, outstanding | 4,947,401 | 4,985,358 | |
Collins Pipeline Company And T&M Terminal Company [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest in Limited Partnerships | $ 303 | ||
Limited Partner [Member] | Public Unit Holders [Member] | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage | 46.30% | 46.30% | |
Limited Partner [Member] | PBF LLC [Member] | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage | 53.70% | 53.70% | |
Collins Pipeline Company [Member] | Chalmette Refining [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest, ownership percentage | 80.00% | ||
T&M Terminal Company [Member] | Chalmette Refining [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest, ownership percentage | 80.00% |
NONCONTROLLING INTEREST OF PB44
NONCONTROLLING INTEREST OF PBF ENERGY AND PBFX (Allocation of Equity) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Balance, beginning of period | $ 2,095,857 | $ 1,693,316 |
Comprehensive income | (28,796) | 87,766 |
Less: comprehensive income attributable to noncontrolling interests | 6,082 | 15,824 |
Comprehensive income | (22,714) | 103,590 |
Dividends and distributions | (37,523) | (32,652) |
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings and PBFX's acquisitions from PBF LLC | 0 | 1,297 |
Record allocation of noncontrolling interest upon completion of secondary offerings | 0 | |
Stock-based compensation | 3,350 | 2,955 |
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | (383) | |
Exercise of PBF LLC options and warrants, net | 868 | (407) |
Stockholders' Equity, Other | (6,092) | |
Balance, end of period | 2,033,746 | 1,767,716 |
PBF Energy [Member] | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Balance, beginning of period | 1,647,297 | 1,218,213 |
Comprehensive income | (28,796) | 87,766 |
Dividends and distributions | (29,342) | (25,733) |
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings and PBFX's acquisitions from PBF LLC | 0 | 1,297 |
Record allocation of noncontrolling interest upon completion of secondary offerings | 39,976 | |
Stock-based compensation | 2,621 | 1,930 |
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | 0 | |
Exercise of PBF LLC options and warrants, net | 1,058 | (407) |
Stockholders' Equity, Other | (442) | |
Balance, end of period | 1,592,396 | 1,323,042 |
Noncontrolling Interest - PBF LLC [Member] | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Balance, beginning of period | 108,243 | 138,734 |
Less: comprehensive income attributable to noncontrolling interests | (2,411) | 7,814 |
Dividends and distributions | (1,487) | (1,610) |
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings and PBFX's acquisitions from PBF LLC | 0 | 0 |
Record allocation of noncontrolling interest upon completion of secondary offerings | (39,976) | |
Stock-based compensation | 0 | 95 |
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | (383) | |
Exercise of PBF LLC options and warrants, net | (190) | 0 |
Stockholders' Equity, Other | (5,145) | |
Balance, end of period | 99,010 | 104,674 |
Noncontrolling Interest - PBF Logistics LP [Member] | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Balance, beginning of period | 340,317 | 336,369 |
Less: comprehensive income attributable to noncontrolling interests | 8,493 | 8,010 |
Dividends and distributions | (6,694) | (5,309) |
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings and PBFX's acquisitions from PBF LLC | 0 | 0 |
Record allocation of noncontrolling interest upon completion of secondary offerings | 0 | |
Stock-based compensation | 729 | 930 |
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | 0 | |
Exercise of PBF LLC options and warrants, net | 0 | 0 |
Stockholders' Equity, Other | 505 | |
Balance, end of period | $ 342,340 | $ 340,000 |
NONCONTROLLING INTEREST OF PB45
NONCONTROLLING INTEREST OF PBF ENERGY AND PBFX Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity, Other | $ 6,092 | |
Ownership percentage | 100.00% | 100.00% |
Noncontrolling Interest - PBF Logistics LP [Member] | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity, Other | $ (505) | |
T&M Terminal Company [Member] | Chalmette Refining [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interest, ownership percentage | 80.00% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Inventory [Line Items] | ||||
Crude oil and feedstocks | $ 1,135,671 | $ 1,137,605 | ||
Refined products and blendstocks | 1,091,566 | 1,098,746 | ||
Warehouse stock and other | 60,335 | 55,257 | ||
Inventory, Gross | 2,287,572 | 2,291,608 | ||
Lower of cost or market reserve | (1,058,273) | $ 668,902 | (1,117,336) | $ 690,110 |
Inventories | 1,229,299 | 1,174,272 | ||
Income (loss) from operations | (5,424) | 172,410 | ||
Net (loss) income | (23,336) | 103,119 | ||
Titled Inventory [Member] | ||||
Inventory [Line Items] | ||||
Crude oil and feedstocks | 1,135,671 | 1,137,605 | ||
Refined products and blendstocks | 690,813 | 687,389 | ||
Warehouse stock and other | 60,335 | 55,257 | ||
Inventory, Gross | 1,886,819 | 1,880,251 | ||
Lower of cost or market reserve | (900,728) | (966,564) | ||
Inventories | 986,091 | 913,687 | ||
Inventory Supply and Offtake Arrangements [Member] | ||||
Inventory [Line Items] | ||||
Crude oil and feedstocks | 0 | 0 | ||
Refined products and blendstocks | 400,753 | 411,357 | ||
Warehouse stock and other | 0 | 0 | ||
Inventory, Gross | 400,753 | 411,357 | ||
Lower of cost or market reserve | (157,545) | (150,772) | ||
Inventories | 243,208 | $ 260,585 | ||
Scenario, Adjustment [Member] | ||||
Inventory [Line Items] | ||||
Income (loss) from operations | 59,063 | 21,208 | ||
Net (loss) income | $ 35,674 | $ 12,682 |
DEFERRED CHARGES AND OTHER AS47
DEFERRED CHARGES AND OTHER ASSETS, NET (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred turnaround costs, net | $ 237,398 | $ 177,236 |
Catalyst, net | 89,995 | 77,725 |
Linefill | 13,504 | 13,504 |
Restricted cash | 1,500 | 1,500 |
Intangible assets, net | 209 | 219 |
Other | 24,103 | 20,529 |
Total deferred charges and other assets, net | $ 366,709 | $ 290,713 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued Expenses: | ||
Inventory-related accruals | $ 583,287 | $ 548,800 |
Inventory supply and intermediation arrangements | 274,668 | 252,380 |
Accrued transportation costs | 87,972 | 91,546 |
Renewable energy credit obligations | 45,729 | 19,472 |
Excise and sales tax payable | 41,110 | 34,129 |
Accrued interest | 30,558 | 24,806 |
Accrued utilities | 24,780 | 25,192 |
Customer deposits | 26,656 | 20,395 |
Accrued salaries and benefits | 12,290 | 61,011 |
Accrued construction in progress | 6,709 | 7,400 |
Other | 10,847 | 34,058 |
Accrued expenses | $ 1,144,606 | $ 1,119,189 |
MARKETABLE SECURITIES (Details)
MARKETABLE SECURITIES (Details) - USD ($) | May. 14, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Payments to acquire marketable securities | $ 690,000,000 | $ 689,693,000 | ||
Marketable securities | 234,408,000 | |||
Marketable securities | $ 234,408,000 | $ 234,258,000 | ||
PBF Logistics LP [Member] | US Treasury And Other Investments [Member] | ||||
Payments to acquire marketable securities | $ 300,000,000 | |||
Marketable Securities, maturity range, start | 1 month | |||
Marketable securities, maturity range, maximum | 3 months |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Income Taxes [Line Items] | |||
Statutory tax rate | 39.60% | 40.20% | |
Percentage of ownership in PBF LLC | 100.00% | 100.00% | |
Current tax (benefit) expense | $ (75,454) | $ 25,970 | |
Deferred tax expense | 52,954 | 23,168 | |
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount [Abstract] | |||
Provision at Federal statutory rate, amount | (18,161) | 47,689 | |
State income taxes (net federal income tax), amount | (2,402) | 7,098 | |
Non deductible/nontaxable items, amount | 135 | 526 | |
Adjustment for manufacturer's benefit, amount | 0 | (1,206) | |
Rate differential from foreign jurisdictions, amount | (375) | (5,629) | |
Other, amount | (1,697) | 660 | |
Total tax (benefit) expense | $ (22,500) | $ 49,138 | |
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Percent [Abstract] | |||
Provision at Federal statutory rate, as a percent | 35.00% | 35.00% | |
State income taxes (net federal income tax), as a percent | 4.60% | 5.20% | |
Non deductible/nontaxable items, as a percent | (0.30%) | 0.40% | |
Adjustment for manufacturer's benefit, as a percent | 0.00% | (0.90%) | |
Rate differential from foreign jurisdictions, as a percent | 0.70% | (4.10%) | |
Other, as a percent | 3.30% | 0.50% | |
Effective tax rate | 43.30% | 36.10% | |
Noncontrolling interests, as a percent | 49.10% | 32.30% | |
Less: net income attributable to noncontrolling interests | $ 6,052 | $ 15,798 | |
PBF Energy [Member] | Class A Common Stock [Member] | |||
Income Taxes [Line Items] | |||
Percentage of ownership in PBF LLC | 95.20% | 95.10% | |
Chalmette Refining [Member] | |||
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount [Abstract] | |||
Total tax (benefit) expense | $ 799 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Mar. 03, 2014ppm | Mar. 31, 2016USD ($)ppm | Dec. 31, 2010ppm | Dec. 31, 2015USD ($) |
Loss Contingencies [Line Items] | ||||
Percent of tax benefit received from increases in tax basis paid to stockholders | 85.00% | |||
Percentage of ownership in PBF LLC | 100.00% | 100.00% | ||
Recognized liability for the tax receivable agreement | $ 661,418,000 | $ 661,418,000 | ||
PBF Energy [Member] | Class A Common Stock [Member] | ||||
Loss Contingencies [Line Items] | ||||
Percentage of ownership in PBF LLC | 95.20% | 95.10% | ||
Environmental Issue [Member] | ||||
Loss Contingencies [Line Items] | ||||
Environmental liability | $ 12,021,000 | $ 10,367,000 | ||
Discount rate used for environmental liability assessment | 8.00% | |||
Maximum amount of sulfur allowed in heating oil (in ppm) | ppm | 10 | 80 | ||
Environmental Issue [Member] | Valero [Member] | ||||
Loss Contingencies [Line Items] | ||||
Maximum pre-disposal environmental obligations of Valero | $ 20,000,000 | |||
Environmental Issue [Member] | PBF Energy and Valero [Member] | ||||
Loss Contingencies [Line Items] | ||||
Term of insurance policies | 10 years | |||
Maximum pre-disposal environmental obligations of Valero | $ 75,000,000 | |||
Environmental Issue [Member] | New York [Member] | ||||
Loss Contingencies [Line Items] | ||||
Maximum amount of sulfur allowed in heating oil (in ppm) | ppm | 15 | |||
Chalmette Refinery [Member] | Environmental Issue [Member] | ||||
Loss Contingencies [Line Items] | ||||
Environmental Costs Recognized, Recovery Credited to Expense | $ 3,936,000 | |||
Accrual For Environmental Loss Contingencies, Expected Payment Period | 30 years | |||
Environmental Insurance Policies Coverage | $ 100,000 |
DIVIDENDS AND DISTRIBUTIONS (De
DIVIDENDS AND DISTRIBUTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 08, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Distribution Made to Member or Limited Partner [Line Items] | |||
Dividends per common share (in dollars per share) | $ 0.30 | $ 0.30 | |
Class A Common Stock [Member] | |||
Distribution Made to Member or Limited Partner [Line Items] | |||
Aggregate amount of dividends paid | $ 29,342 | ||
PBF LLC [Member] | PBF Energy [Member] | Cash Distribution [Member] | |||
Distribution Made to Member or Limited Partner [Line Items] | |||
Distributions paid | $ 29,342 | ||
PBF Energy [Member] | Class A Common Stock [Member] | |||
Distribution Made to Member or Limited Partner [Line Items] | |||
Dividends per common share (in dollars per share) | $ 0.30 | $ 0.30 | |
PBF Logistics LP [Member] | |||
Distribution Made to Member or Limited Partner [Line Items] | |||
Distribution made to partner (in dollars per share) | $ 0.41 | ||
Distribution made to partners | $ 14,680 | ||
PBF Logistics LP [Member] | PBF Energy [Member] | |||
Distribution Made to Member or Limited Partner [Line Items] | |||
Distribution made to partners | $ 7,986 |
TREASURY STOCK (Details)
TREASURY STOCK (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Oct. 29, 2014 | Aug. 19, 2014 |
Equity, Class of Treasury Stock [Line Items] | ||||
Treasury stock, shares | 6,061,503 | 6,061,503 | ||
Treasury stock, value | $ 150,804,000 | $ 150,804,000 | ||
Additional shares available to repurchase, value | $ 149,196,000 | |||
Class A Common Stock [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Repurchased amount | $ 200,000,000 | |||
Additional shares authorized, value | $ 100,000,000 | |||
Repurchase Program [Member] | Class A Common Stock [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Treasury stock, shares | 6,050,000 | |||
Treasury stock, value | $ 150,804,000 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Pension Plan, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 7,340 | $ 5,790 |
Interest cost | 776 | 709 |
Expected return on plan assets | (1,106) | (829) |
Amortization of prior service costs | 13 | 13 |
Amortization of loss | 194 | 311 |
Net periodic benefit cost | 7,217 | 5,994 |
Post Retirement Medical Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 220 | 244 |
Interest cost | 134 | 134 |
Amortization of prior service costs | 109 | 76 |
Amortization of loss | 0 | 0 |
Net periodic benefit cost | $ 463 | $ 454 |
FAIR VALUE MEASUREMENTS (Measur
FAIR VALUE MEASUREMENTS (Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 234,408 | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 234,408 | $ 234,258 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 234,408 | 234,258 |
Non-qualified pension plan assets | 9,645 | 9,325 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Inventory Intermediation Agreement Obligation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 365 | |
Derivative assets, effect of counter-party netting | 0 | |
Derivative assets, net carrying value | 365 | |
Fair Value, Measurements, Recurring [Member] | Inventory Intermediation Agreement Obligation [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 0 | |
Fair Value, Measurements, Recurring [Member] | Inventory Intermediation Agreement Obligation [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 365 | |
Fair Value, Measurements, Recurring [Member] | Inventory Intermediation Agreement Obligation [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 0 | |
Fair Value, Measurements, Recurring [Member] | Catalyst lease obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, effect of counter-party netting | 0 | 0 |
Catalyst lease obligations | 34,688 | 31,802 |
Fair Value, Measurements, Recurring [Member] | Catalyst lease obligations [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Catalyst lease obligations | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Catalyst lease obligations [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Catalyst lease obligations | 34,688 | 31,802 |
Fair Value, Measurements, Recurring [Member] | Catalyst lease obligations [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Catalyst lease obligations | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, gross carrying value | 38,338 | 52,482 |
Derivative liability, effect of counter-party netting | (38,338) | (52,482) |
Derivative Liability | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, gross carrying value | 34,368 | |
Derivative Liability | 49,960 | |
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, gross carrying value | 3,970 | |
Derivative Liability | 2,522 | |
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Derivatives included with inventory supply arrangement obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 0 | |
Derivative assets, effect of counter-party netting | 0 | |
Derivative assets, net carrying value | 0 | |
Fair Value, Measurements, Recurring [Member] | Derivatives included with inventory supply arrangement obligations [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 0 | |
Fair Value, Measurements, Recurring [Member] | Derivatives included with inventory supply arrangement obligations [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 0 | |
Fair Value, Measurements, Recurring [Member] | Derivatives included with inventory supply arrangement obligations [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 0 | |
Fair Value, Measurements, Recurring [Member] | Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 507,498 | 631,280 |
Fair Value, Measurements, Recurring [Member] | Money market funds [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 507,498 | 631,280 |
Fair Value, Measurements, Recurring [Member] | Money market funds [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Money market funds [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 53,022 | 98,609 |
Derivative assets, effect of counter-party netting | (38,338) | (52,482) |
Derivative assets, net carrying value | 14,684 | 46,127 |
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 29,761 | 63,810 |
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 21,346 | 31,256 |
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, net carrying value | $ 1,915 | 3,543 |
Fair Value, Measurements, Recurring [Member] | Inventory Intermediation Agreement Obligation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 35,511 | |
Derivative assets, effect of counter-party netting | 0 | |
Derivative assets, net carrying value | 35,511 | |
Fair Value, Measurements, Recurring [Member] | Inventory Intermediation Agreement Obligation [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 0 | |
Fair Value, Measurements, Recurring [Member] | Inventory Intermediation Agreement Obligation [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 35,511 | |
Fair Value, Measurements, Recurring [Member] | Inventory Intermediation Agreement Obligation [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | $ 0 |
FAIR VALUE MEASUREMENTS (Change
FAIR VALUE MEASUREMENTS (Change in Fair Value at Level 3) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward] | ||
Balance at end of period | $ 9,678 | |
Commodity Contract [Member] | ||
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward] | ||
Balance at beginning of period | $ 3,543 | 1,521 |
Purchases | 0 | 0 |
Settlements | (256) | (1,200) |
Unrealized loss included in earnings | (1,372) | 9,357 |
Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | 0 | $ 0 |
Balance at end of period | $ 1,915 |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value and Carrying Value of Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, Carrying value | $ 1,880,819 | $ 1,877,637 | |
Long-term debt, Fair value | 1,876,804 | 1,878,413 | |
Current maturities, Carrying value | 0 | 0 | |
Current maturities, Fair value | 0 | 0 | |
Deferred financing costs, net | 38,917 | 41,282 | |
Long-term debt excluding current maturities, Carrying value | 1,841,902 | 1,836,355 | |
Long-term debt excluding current maturities, Fair value | 1,876,804 | 1,878,413 | |
Senior secured notes [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, Carrying value | [1] | 669,940 | 669,644 |
Long-term debt, Fair value | [1] | 702,571 | 706,246 |
Line of Credit Facility, Amount Outstanding | [2] | 0 | 0 |
Line of credit, Fair value | [2] | 0 | 0 |
2023 Senior Secured Notes [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, Fair value | [1] | 474,138 | 492,452 |
Long-term Debt, Gross | [1] | 500,000 | 500,000 |
Senior Secured Notes Issued in 2015 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Line of Credit Facility, Amount Outstanding | [1] | 350,000 | 350,000 |
Line of credit, Fair value | [1] | 339,216 | 321,722 |
Rail Facility [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Line of Credit Facility, Amount Outstanding | [2] | 67,491 | 67,491 |
Line of credit, Fair value | [2] | 67,491 | 67,491 |
PBFX Term Loan [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, Carrying value | [2] | 234,200 | 234,200 |
Long-term debt, Fair value | [2] | 234,200 | 234,200 |
PBFX Revolving Credit Facility [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Line of Credit Facility, Amount Outstanding | [2] | 24,500 | 24,500 |
Line of credit, Fair value | [2] | 24,500 | 24,500 |
Catalyst lease obligations [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, Carrying value | [3] | 34,688 | 31,802 |
Long-term debt, Fair value | [3] | $ 34,688 | $ 31,802 |
[1] | The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the Senior Secured Notes and the PBFX Senior Notes. | ||
[2] | The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates. | ||
[3] | Catalyst leases are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option for accounting for its catalyst lease repurchase obligations as the Company's liability is directly impacted by the change in fair value of the underlying catalyst. |
DERIVATIVES (Narrative) (Detail
DERIVATIVES (Narrative) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)bbl | Mar. 31, 2015USD ($) | Dec. 31, 2015bbl | |
Derivative [Line Items] | |||
Loss on fair value hedge ineffectiveness | $ | $ 0 | $ 0 | |
Crude Oil and Feedstock Inventory [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, notional amount, volume | 0 | 0 | |
Crude Oil and Feedstock Inventory [Member] | Fair Value Hedging [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, notional amount, volume | 0 | ||
Intermediates and Refined Products Inventory [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, notional amount, volume | 0 | 0 | |
Intermediates and Refined Products Inventory [Member] | Fair Value Hedging [Member] | |||
Derivative [Line Items] | |||
Derivative, notional amount, volume | 3,440,594 | 3,776,011 | |
Crude Oil Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, notional amount, volume | 39,380,250 | 39,577,000 | |
Refined Product Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, notional amount, volume | 4,502,000 | 4,599,136 |
DERIVATIVES (Fair Value of Deri
DERIVATIVES (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | Accrued Expenses [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset/(Liability) | $ 365 | $ 35,511 |
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accounts Receivable [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset/(Liability) | $ 14,684 | $ 46,127 |
DERIVATIVES (Gain (Loss) Recogn
DERIVATIVES (Gain (Loss) Recognized in Income) (Details) - Cost of Sales [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Designated as Hedging Instrument [Member] | Inventory Supply Arrangement Obligation [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain or (Loss) Recognized in Income on Derivatives | $ (2,821) | |
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain or (Loss) Recognized in Income on Derivatives | $ (35,146) | (63,686) |
Designated as Hedging Instrument [Member] | Crude Oil and Feedstock Inventory [Member] | Fair Value Hedging [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain or (Loss) Recognized in Income on Derivatives | 2,821 | |
Designated as Hedging Instrument [Member] | Intermediates and Refined Products Inventory [Member] | Fair Value Hedging [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain or (Loss) Recognized in Income on Derivatives | 35,146 | 63,686 |
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain or (Loss) Recognized in Income on Derivatives | $ (19,953) | $ (41,128) |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016USD ($)reportable_segment | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | ||
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | reportable_segment | 2 | |||
Revenues | $ 2,800,185 | $ 2,995,136 | ||
Depreciation and amortization expense | 55,933 | 47,706 | ||
Income (loss) from operations | (5,424) | 172,410 | ||
Interest expense, net | 37,527 | 22,192 | ||
Capital expenditures | 145,739 | [1] | 125,729 | |
Assets | 6,183,659 | $ 6,105,124 | ||
Refining Group [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,800,185 | 2,995,136 | ||
Depreciation and amortization expense | 52,596 | 43,030 | ||
Income (loss) from operations | 4,967 | 188,085 | ||
Interest expense, net | 972 | 3,956 | ||
Capital expenditures | 139,600 | [1] | 124,468 | |
Assets | 5,165,674 | 5,087,554 | ||
PBF Logistics LP [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 36,549 | 32,846 | ||
Depreciation and amortization expense | 1,640 | 1,633 | ||
Income (loss) from operations | 26,323 | 19,717 | ||
Interest expense, net | 7,229 | 1,955 | ||
Capital expenditures | 439 | [1] | 76 | |
Assets | 433,579 | 422,902 | ||
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | ||
Depreciation and amortization expense | 1,697 | 3,043 | ||
Income (loss) from operations | (36,714) | (35,392) | ||
Interest expense, net | 29,326 | 16,281 | ||
Capital expenditures | 5,700 | [1] | 1,185 | |
Assets | 608,860 | 618,617 | ||
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (36,549) | (32,846) | ||
Depreciation and amortization expense | 0 | 0 | ||
Income (loss) from operations | 0 | 0 | ||
Interest expense, net | 0 | 0 | ||
Capital expenditures | 0 | [1] | 0 | |
Assets | $ (24,454) | $ (23,949) | ||
Delaware City Truck Rack [Member] | PBF Logistics LP [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Number Of Unloading Lanes | 15 | |||
Chalmette Refining L.L.C. [Member] | Refining Group [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | $ 2,700 | |||
[1] | The Refining segment includes capital expenditures of $2.7 million for the working capital settlement related to the acquisition of the Chalmette refinery that was finalized in the first quarter of 2016. |
NET (LOSS) INCOME PER SHARE O62
NET (LOSS) INCOME PER SHARE OF PBF ENERGY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Statutory tax rate | 39.60% | 40.20% | |
Basic Earnings Per Share: | |||
Numerator for basic net income per Class A common share-net income attributable to PBF Energy | $ (29,388) | $ 87,321 | |
Denominator for basic net income per Class A common share-weighted average shares (in shares) | 97,809,384 | 84,278,071 | |
Basic net income attributable to PBF Energy per Class A common share (in usd per share) | $ (0.30) | $ 1.04 | |
Diluted Earnings Per Share: | |||
Net income attributable to PBF Energy | $ (29,388) | $ 87,321 | |
Plus: Net income attributable to noncontrolling interest | [1] | 0 | 7,788 |
Less: Income tax on net income attributable to noncontrolling interest | [1] | 0 | (3,131) |
Numerator for diluted net income per Class A common share | [1] | $ (29,388) | $ 91,978 |
Denominator for basic net income per Class A common share-weighted average shares (in shares) | 97,809,384 | 84,278,071 | |
Effect of dilutive securities: | |||
Conversion of PBF LLC Series A Units | 0 | 6,866,867 | |
Effect of dilutive securities on common stock equivalents (in shares) | [2] | 0 | 524,163 |
Denominator for diluted net (loss) income per common share-adjusted weighted average shares | 97,809,384 | 91,669,101 | |
Diluted net income attributable to PBF Energy per Class A common share (in usd per share) | $ (0.30) | $ 1 | |
Series A Units [Member] | |||
Effect of dilutive securities: | |||
Antidilutive common stock excluded from computation of dilutive earnings per share (in shares) | 4,956,417 | ||
Stock Options [Member] | |||
Effect of dilutive securities: | |||
Antidilutive common stock excluded from computation of dilutive earnings per share (in shares) | 4,945,360 | 2,869,500 | |
[1] | The diluted earnings per share calculation generally assumes the conversion of all outstanding PBF LLC Series A Units to Class A common stock of PBF Energy. The net (loss) income attributable to PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net (loss) income, as well as the corresponding income tax expense (benefit) (based on a 39.6% and 40.2% statutory tax rate for the three months ended March 31, 2016 and 2015, respectively) attributable to the converted units. During the three months ended March 31, 2016, the potential conversion of 4,956,417 PBF LLC Series A Units into PBF Energy Class A common stock were excluded from the denominator in computing diluted net income per share because including them would have had an anti-dilutive effect. As the potential conversion of the PBF LLC Series A Units and Common stock equivalents were not included, the numerator used in the calculation of diluted net income per share was equal to the numerator used in the calculation of basic net income per share and does not include the net income and income tax attributable to the net income associated with the potential conversion of the PBF LLC Series A Units and Common stock equivalents. | ||
[2] | Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of common stock equivalents, including options and warrants for PBF LLC Series A Units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive). Common stock equivalents excludes the effects of options to purchase 4,945,360 and 2,869,500 shares of PBF Energy Class A common stock because they are anti-dilutive for the three months ended March 31, 2016 and 2015, respectively. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands | Apr. 29, 2016USD ($)terminal | Apr. 28, 2016$ / shares | Apr. 05, 2016USD ($)shares | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||||
Payments to Acquire Property, Plant, and Equipment | $ 43,170 | $ 102,395 | ||||
Ownership percentage | 100.00% | 100.00% | ||||
Subsequent Event [Member] | Class A Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 0.30 | |||||
Subsequent Event [Member] | PBF Logistics LP [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Cash distribution (in dollars per share) | $ / shares | $ 0.42 | |||||
Common Units [Member] | Subsequent Event [Member] | PBF Logistics LP [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares sold in offering (in shares) | shares | 2,875,000 | |||||
Common Units [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | PBF Logistics LP [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares sold in offering (in shares) | shares | 375,000 | |||||
Limited Partner, Public [Member] | Subsequent Event [Member] | PBF Logistics LP [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Issuance or Sale of Equity | $ 51,400 | |||||
Ownership percentage | 50.50% | |||||
PBF LLC [Member] | Limited Partner, Affiliate [Member] | Subsequent Event [Member] | PBF Logistics LP [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Ownership percentage | 49.50% | |||||
Plains All American Pipeline, L.P. [Member] | Subsequent Event [Member] | PBF Logistics Products Terminals LLC [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number Of Refined Product Terminals Acquired | terminal | 4 | |||||
Payments to Acquire Property, Plant, and Equipment | $ 100,000 |