Document and Entity Information
Document and Entity Information Document - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Entity Information [Line Items] | ||
Entity Registrant Name | PBF HOLDING CO LLC | |
Entity Central Index Key | 1,566,011 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 0 | |
PBF Finance Corporation [Member] | ||
Entity Information [Line Items] | ||
Entity Registrant Name | PBF FINANCE CORPORATION | |
Entity Central Index Key | 1,566,097 | |
Entity Common Stock, Shares Outstanding | 100 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current assets: | ||||
Cash and cash equivalents | $ 217,545 | $ 694,882 | $ 626,705 | $ 914,749 |
Accounts receivable | 608,391 | 615,881 | ||
Accounts receivable - affiliate | 20,159 | 7,631 | ||
Affiliate note receivable | 11,600 | 0 | ||
Inventories | 2,085,958 | 1,863,560 | ||
Prepaid expense and other current assets | 68,835 | 40,536 | ||
Total current assets | 3,012,488 | 3,154,313 | ||
Property, plant and equipment, net | 2,745,377 | 2,728,699 | ||
Investment in equity method investee | 180,056 | 179,882 | ||
Deferred charges and other assets, net | 605,451 | 504,003 | ||
Total assets | 6,543,372 | 6,566,897 | ||
Current liabilities: | ||||
Accounts payable | 373,262 | 530,365 | ||
Accounts payable - affiliate | 30,003 | 37,863 | ||
Accrued expenses | 1,600,080 | 1,462,729 | ||
Deferred revenue | 2,751 | 12,340 | ||
Total current liabilities | 2,006,096 | 2,043,297 | ||
Delaware Economic Development Authority loan | 0 | |||
Long-term debt | 1,579,686 | 1,576,559 | ||
Affiliate notes payable | 0 | 86,298 | ||
Forgiveness of related party debt | 86,298 | $ 0 | 379,947 | |
Deferred tax liabilities | 45,661 | 45,699 | ||
Other long-term liabilities | 226,712 | 226,111 | ||
Total liabilities | 3,858,155 | 3,977,964 | ||
Commitments and contingencies (Note 8) | ||||
Equity: | ||||
Member’s equity | 2,317,366 | 2,155,863 | ||
Retained earnings/(Accumulated deficit) | 380,866 | 446,519 | ||
Accumulated other comprehensive loss | (25,641) | (25,962) | ||
Total PBF Holding Company LLC equity | 2,672,591 | 2,576,420 | ||
Noncontrolling interest | 12,626 | 12,513 | ||
Total equity | 2,685,217 | 2,588,933 | ||
Total liabilities and equity | $ 6,543,372 | $ 6,566,897 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | $ 4,750,198 | $ 2,800,185 |
Cost and expenses | ||
Cost of sales, excluding depreciation | 4,251,754 | 2,445,983 |
Operating expenses, excluding depreciation | 436,853 | 296,639 |
General and administrative expenses | 40,479 | 33,269 |
Equity (income) loss in investee | (3,599) | 0 |
Loss on sale of assets | 883 | 0 |
Depreciation and amortization expense | 55,690 | 54,293 |
Total cost and expenses | 4,782,060 | 2,830,184 |
Income (loss) from operations | (31,862) | (29,999) |
Other income (expenses) | ||
Change in fair value of catalyst leases | (2,588) | (2,885) |
Interest expense, net | (30,656) | (33,271) |
Income (loss) before income taxes | (65,106) | (66,155) |
Income tax expense | 434 | 32,273 |
Net income (loss) | (65,540) | (98,428) |
Less: net income attributable to noncontrolling interests | 113 | 303 |
Net income (loss) attributable to PBF Holding Company LLC | $ (65,653) | $ (98,731) |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net income | $ (65,540) | $ (98,428) |
Other comprehensive income: | ||
Unrealized gain (loss) on available for sale securities | 34 | 306 |
Net gain on pension and other postretirement benefits | 287 | 316 |
Total other comprehensive income | 321 | 622 |
Comprehensive income (loss) | (65,219) | (97,806) |
Less: comprehensive income attributable to noncontrolling interests | 113 | 303 |
Comprehensive income (loss) attributable to PBF Holding Company LLC | $ (65,332) | $ (98,109) |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net income | $ (65,540) | $ (98,428) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: | ||
Depreciation and amortization | 57,869 | 56,532 |
Stock-based compensation | 5,345 | 2,621 |
Change in fair value of catalyst lease obligations | 2,588 | 2,885 |
Deferred income taxes | (38) | 31,487 |
Non-cash lower of cost or market inventory adjustment | 16,039 | (59,063) |
Non-cash change in inventory repurchase obligations | (23,124) | 35,147 |
Pension and other post retirement benefit costs | 10,560 | 7,680 |
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions | 174 | 0 |
Loss on sale of assets | 883 | 0 |
Net cash used in operations | (304,624) | (43,221) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,490 | (86,765) |
Due to/from affiliates | (8,581) | 746 |
Inventories | (238,437) | 4,035 |
Prepaid expense and other current assets | (28,299) | (28,142) |
Accounts payable | (188,813) | 72,966 |
Accrued expenses | 183,139 | 18,167 |
Deferred revenue | (9,589) | (889) |
Other assets and liabilities | (25,942) | (2,200) |
Cash flows from investing activities: | ||
Expenditures for property, plant and equipment | (95,676) | (42,731) |
Expenditures for deferred turnaround costs | (64,371) | (82,747) |
Expenditures for other assets | (14,847) | (17,163) |
Chalmette Acquisition working capital settlement | 0 | 2,659 |
Net cash used in investing activities | (174,894) | (145,300) |
Cash flows from financing activities: | ||
Contributions from PBF LLC | 72,000 | 0 |
Distributions to members | 0 | (30,829) |
Repayment of affiliate notes payable | 0 | (517) |
Proceeds from Issuance of Long-term Debt | (1,642) | 0 |
Proceeds from revolver borrowings | 200,000 | 0 |
Repayments of Lines of Credit | (200,000) | 0 |
Net cash provided by (used in) financing activities | 70,358 | (31,346) |
Net decrease in cash and cash equivalents | (409,160) | (219,867) |
Cash and equivalents, beginning of period | 626,705 | 914,749 |
Cash and equivalents, end of period | 217,545 | 694,882 |
Non-cash activities: | ||
Distribution of assets to PBF Energy Company LLC | 25,547 | 0 |
Accrued capital expenditures | 53,652 | 7,619 |
Forgiveness of related party debt | $ 86,298 | $ 0 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2017 | |
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 Holding Company LLC (“PBF Holding” or the “Company”), a Delaware limited liability company, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of, and owner of an equity interest representing approximately 96.6% of the outstanding economic interest in, PBF LLC as of March 31, 2017 . PBF Investments LLC (“PBF Investments”), Toledo Refining Company LLC (“Toledo Refining” or “TRC”), Paulsboro Refining Company LLC (“Paulsboro Refining” or “PRC”), Delaware City Refining Company LLC (“Delaware City Refining” or “DCR”), Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Western Region LLC (“PBF Western Region”), Torrance Refining Company LLC (“Torrance Refining”) and Torrance Logistics Company LLC are PBF LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. Collectively, PBF Holding and its consolidated subsidiaries are referred to hereinafter as the “Company”. On May 14, 2014, PBF Logistics LP (“PBFX”), a Delaware master limited partnership, completed its initial public offering (the “PBFX Offering”). PBF Logistics GP LLC (“PBF GP”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF LLC. In connection with the PBFX Offering, PBF Holding contributed to PBFX the assets and liabilities of certain crude oil terminaling assets. In a series of additional transactions subsequent to the PBFX Offering, PBF Holding distributed certain additional assets to PBF LLC, which in turn contributed those assets to PBFX. PBF Holding and PBF LLC entered into additional transactions with PBFX since the PBFX Offering (as described in “Note 7 - Related Party Transactions”). Substantially all of the Company’s operations are in the United States. As of March 31, 2017 , the Company’s oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and have been aggregated to form one 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 accounting principles generally accepted in the United States of America (“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, 2016 of PBF Holding Company LLC and PBF Finance Corporation. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year. Reclassification Certain amounts previously reported in the Company's condensed consolidated financial statements for prior periods have been reclassified to conform to the 2017 presentation. These reclassifications include certain details about accrued expenses in that footnote. Recently Adopted Accounting Guidance Effective January 1, 2017, the Company adopted Accounting Standard Update (“ASU”) No. 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2016-06”). ASU 2016-6 was issued in March 2016 by the Financial Accounting Standards Board (“FASB”) 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 Company’s adoption of this guidance did not materially impact its consolidated financial statements. Effective January 1, 2017, the Company adopted ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 was issued by the FASB in March 2016 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 could prior to its adoption for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The Company’s adoption of this guidance did not materially impact its consolidated financial statements. Effective January 1, 2017, the Company adopted ASU No. 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control” (“ASU 2016-17”). ASU 2016-17 was issued by the FASB in October 2016 to amend the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity (“VIE”) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The amendments in this ASU do not change the characteristics of a primary beneficiary in current GAAP. The amendments in this ASU require that a reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, include all of its direct variable interests in a VIE and, on a proportionate basis, its indirect variable interests in a VIE held through related parties, including related parties that are under common control with the reporting entity. The Company’s adoption of this guidance did not materially impact its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), which provides guidance to assist entities with evaluating when a set of transferred assets and activities is a business. Under ASU 2017-01, it is expected that the definition of a business will be narrowed and more consistently applied. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments in this ASU should be applied prospectively on or after the effective date. Early adoption of ASU 2017-01 is permitted and the Company early adopted the new standard in its consolidated financial statements and related disclosures effective January 1, 2017. The Company’s adoption of this guidance did not materially impact its consolidated financial statements. Recent Accounting Pronouncements In August 2015, the FASB issued ASU 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. Additional ASUs have been issued in 2016 that provide certain implementation guidance related to ASU 2014-09 (collectively, the Company refers to ASU 2014-09 and these additional ASUs as the “Updated Revenue Recognition Guidance”). The Updated Revenue Recognition Guidance 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 modified retrospective 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 has established a working group to assess the Updated Revenue Recognition Guidance, including its impact on the Company’s business processes, accounting systems, controls and financial statement disclosures. The Company’s preliminary expectation is that it will adopt this guidance using the modified retrospective method whereby a cumulative effect adjustment is recognized upon adoption and the Updated Revenue Recognition Guidance is applied prospectively. It is not anticipated that the Company will early adopt this new guidance. The working group is in the early stages of its implementation plan and continues to evaluate the impact of this new standard on the Company’s consolidated financial statements and related disclosures. Although the Company’s analysis of the new standard is still in process and interpretative and industry specific guidance is still developing, the Company currently does not expect the new standard to have a material impact on the amount or timing of revenues recognized for the majority of its revenue arrangements. 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 has established a working group to study and lead implementation of the new guidance in ASU 2016-02. This working group was formed during 2016 and has begun the process of compiling a central repository for all leases entered into by the Company and its subsidiaries for further analysis as the implementation project progresses. It is not anticipated that the Company will early adopt this new guidance. The working group continues to evaluate the impact of this new standard on its consolidated financial statements and related disclosures. At this time, the Company has identified that the most significant impacts of this new guidance will be to bring nearly all leases on its balance sheet with “right of use assets” and “lease obligation liabilities” as well as accelerating the interest expense component of financing leases. In March 2017, the FASB issued ASU 2017-07 “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which provides guidance to improve the reporting of net benefit cost in the income statement and on the components eligible for capitalization in assets. Under the new guidance, employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in assets. Additionally, under this guidance, employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. These components will not be eligible for capitalization in assets. Employers will apply the guidance on the presentation of the components of net periodic benefit cost in the income statement retrospectively. The guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component will be applied prospectively. The guidance includes a practical expedient allowing entities to estimate amounts for comparative periods using the information previously disclosed in their pension and other postretirement benefit plan note to the financial statements. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Torrance Acquisition On July 1, 2016, the Company acquired from ExxonMobil Oil Corporation and its subsidiary, Mobil Pacific Pipe Line Company, the Torrance refinery and related logistics assets (collectively, the “Torrance Acquisition”). The Torrance refinery, located in Torrance, California, is a high-conversion, delayed-coking refinery. The facility is strategically positioned in Southern California with advantaged logistics connectivity that offers flexible raw material sourcing and product distribution opportunities primarily in the California, Las Vegas and Phoenix area markets. The Torrance Acquisition provided the Company with a broader more diversified asset base and increased the number of operating refineries from four to five and expanded the Company’s combined crude oil throughput capacity. The acquisition also provided the Company with a presence in the PADD 5 market. In addition to refining assets, the transaction included a number of high-quality logistics assets including a sophisticated network of crude and products pipelines, product distribution terminals and refinery crude and product storage facilities. The most significant of the logistics assets is a crude gathering and transportation system which delivers San Joaquin Valley crude oil directly from the field to the refinery. Additionally, included in the transaction were several pipelines which provide access to sources of crude oil including the Ports of Long Beach and Los Angeles, as well as clean product outlets with a direct pipeline supplying jet fuel to the Los Angeles airport. The aggregate purchase price for the Torrance Acquisition was $521,350 in cash after post closing purchase price adjustments, plus final working capital of $450,582 . In addition, the Company assumed certain pre-existing environmental and regulatory emission credit obligations in connection with the Torrance Acquisition. The transaction was financed through a combination of cash on hand, including proceeds from certain PBF Energy equity offerings and borrowings under the Company’s asset based revolving credit agreement (the “Revolving Loan”). The Company accounted for the Torrance Acquisition as a business combination under GAAP whereby the Company recognizes assets acquired and liabilities assumed in an acquisition at their estimated fair values as of the date of acquisition. The purchase valuation was in process as of March 31, 2017 as the purchase price and fair value allocation may be subject to adjustment pending completion of our assessment of the estimated costs and duration of certain assumed pre-existing environmental obligations. The total purchase consideration and the fair values of the assets and liabilities at the acquisition date, which may be subject to adjustment as noted above, were as follows: Purchase Price Gross purchase price $ 537,500 Working capital 450,582 Post close purchase price adjustments (16,150 ) Total consideration $ 971,932 The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition date: Fair Value Allocation Inventories $ 404,542 Prepaid expenses and other current assets 1,186 Property, plant and equipment 703,443 Deferred charges and other assets, net 68,053 Accounts payable (2,688 ) Accrued expenses (64,137 ) Other long-term liabilities (138,467 ) Fair value of net assets acquired $ 971,932 The Company’s condensed consolidated financial statements for the three months ended March 31, 2017 include the results of operations of the Torrance refinery and related logistics assets subsequent to the Torrance Acquisition whereas the same period in 2016 does not include the results of operations of such assets. On an unaudited pro forma basis, the revenues and net income of the Company assuming the Torrance Acquisition had occurred on January 1, 2015, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2015, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense attributable to the Torrance Acquisition and interest expense associated with the related financing. Three Months Ended March 31, 2016 Pro forma revenues $ 3,339,691 Pro forma net loss attributable to PBF Holding LLC $ (200,167 ) The unaudited amount of revenues and net loss above have been calculated after conforming accounting policies of the Torrance refinery and related logistics assets to those of the Company and certain one-time adjustments. 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”). While the Company’s condensed consolidated financial statements for both the three months ended March 31, 2017 and 2016 include the results of operations of Chalmette Refining, the final working capital settlement for the Chalmette Acquisition was finalized in the first quarter of 2016. Additionally, certain acquisition related costs for the Chalmette Acquisition were recorded in the first quarter of 2016. Acquisition Expenses The Company incurred acquisition related costs consisting primarily of consulting and legal expenses related to completed, pending and non-consummated acquisitions of $372 and $4,724 in the three months ended March 31, 2017 and 2016 , respectively. These costs are included in the condensed consolidated statements of operations in General and administrative expenses. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: March 31, 2017 Titled Inventory Inventory Intermediation Arrangements Total Crude oil and feedstocks $ 1,333,336 $ — $ 1,333,336 Refined products and blendstocks 920,573 351,917 1,272,490 Warehouse stock and other 92,159 — 92,159 $ 2,346,068 $ 351,917 $ 2,697,985 Lower of cost or market adjustment (513,090 ) (98,937 ) (612,027 ) Total inventories $ 1,832,978 $ 252,980 $ 2,085,958 December 31, 2016 Titled Inventory Inventory Intermediation Arrangements Total Crude oil and feedstocks $ 1,102,007 $ — $ 1,102,007 Refined products and blendstocks 915,397 352,464 1,267,861 Warehouse stock and other 89,680 — 89,680 $ 2,107,084 $ 352,464 $ 2,459,548 Lower of cost or market adjustment (492,415 ) (103,573 ) (595,988 ) Total inventories $ 1,614,669 $ 248,891 $ 1,863,560 Inventory under inventory intermediation arrangements included certain light finished products sold to counterparties in connection with the amended and restated inventory intermediation agreements (“A&R Intermediation Agreements”) with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”) and stored in the Paulsboro and Delaware City refineries’ storage facilities. During the three months ended March 31, 2017 , the Company recorded an adjustment to value its inventories to the lower of cost or market which decreased both operating income and net income by $16,039 reflecting the net change in the lower of cost or market inventory reserve from $595,988 at December 31, 2016 to $612,027 at March 31, 2017 . 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 both operating income and net income by $59,063 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 . |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following: March 31, December 31, Inventory-related accruals $ 797,959 $ 810,027 Inventory intermediation arrangements 233,289 225,524 Renewable energy credit and emissions obligations 182,328 70,158 Excise and sales tax payable 98,524 86,046 Accrued transportation costs 80,882 89,830 Accrued refinery maintenance and support costs 38,285 28,670 Accrued utilities 35,563 44,190 Accrued interest 24,091 28,934 Accrued capital expenditures 21,942 33,610 Customer deposits 21,758 9,215 Accrued salaries and benefits 13,513 17,466 Environmental liabilities 9,538 8,882 Other 42,408 10,177 Total accrued expenses $ 1,600,080 $ 1,462,729 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. As of March 31, 2017 and December 31, 2016 , a liability is recognized for the inventory 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 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 our 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. In addition, the Company is subject to obligations to comply with federal and state legislative and regulatory measures to address environmental compliance and greenhouse gas and other emissions, including AB 32 in California. These requirements include incremental costs to operate and maintain our facilities as well as to implement and manage new emission controls and programs, which have contributed to the increase in accrued environmental liabilities and emission obligations following the Torrance Acquisition. Renewable energy credit and emissions obligations fluctuate with the volume of applicable product sales and timing of credit purchases. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES PBF Holding is a limited liability company treated as a “flow-through” entity for income tax purposes. Accordingly, there is generally no benefit or provision for federal or state income tax in the PBF Holding financial statements apart from the income tax attributable to two subsidiaries acquired in connection with the acquisition of Chalmette Refining and the Company’s wholly-owned Canadian subsidiary, PBF Energy Limited (“PBF Ltd.”). The two subsidiaries acquired in connection with the Chalmette Acquisition are treated as C-Corporations for income tax purposes. The two acquired subsidiaries incurred $224 and $799 of income tax expense for the three months ended March 31, 2017 and 2016 , respectively. PBF Holding incurred income tax expense of $210 and $31,474 attributable to PBF Ltd. for the three months ended March 31, 2017 and 2016 , respectively. During the preparation of the financial statements for the first quarter of 2016, management determined that the deferred income tax liabilities for PBF Ltd. were understated for prior periods. For the three months ended March 31, 2016, the Company incurred $30,602 of deferred tax expense and $121 of current tax expense relating to a correction of prior periods. |
AFFILIATE NOTE PAYABLE
AFFILIATE NOTE PAYABLE | 3 Months Ended |
Mar. 31, 2017 | |
INTERCOMPANY NOTE PAYABLE [Abstract] | |
AFFILIATE NOTE PAYABLE | AFFILIATE NOTES PAYABLE As of March 31, 2017 , PBF Holding had no outstanding affiliate notes payable with PBF Energy and PBF LLC ( $86,298 outstanding as of December 31, 2016 ). The notes have an interest rate of 2.5% and a five year term but may be prepaid in whole or in part at any time, at the option of PBF Holding, without penalty or premium. Additional borrowings may be made by PBF Holding under such affiliate notes payable from time to time. In the fourth quarter of 2016, the notes were extended to 2021. In the fourth quarter of 2016, PBF LLC converted $379,947 of the outstanding notes payable from PBF Holding to a capital contribution. In the first quarter of 2017, PBF LLC converted the full amount of outstanding notes payable from PBF Holding of $86,298 to a capital contribution. Therefore, as of March 31, 2017 , PBF Holding had no outstanding affiliate notes payable with PBF Energy and PBF LLC ( $86,298 outstanding as of December 31, 2016 ). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Transactions and Agreements with PBFX PBF Holding entered into agreements with PBFX that establish fees for certain general and administrative services, and operational and maintenance services provided by the Company to PBFX. In addition, the Company executed terminal, pipeline and storage services agreements with PBFX under which PBFX provides commercial transportation, terminaling, storage and pipeline services to the Company. These agreements with PBFX include: Contribution Agreements Immediately prior to the closing of certain contribution agreements, which PBF LLC entered into with PBFX (collectively referred to as the “Contribution Agreements”), PBF Holding contributed certain assets to PBF LLC. PBF LLC in turn contributed those assets to PBFX pursuant to the Contribution Agreements. Certain proceeds received by PBF LLC from PBFX in accordance with the Contribution Agreements were subsequently contributed by PBF LLC to PBF Holding. Pursuant to a Contribution Agreement entered into on February 15, 2017, PBF Holding contributed all of the issued and outstanding limited liability company interests of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”) to PBF LLC. PBFX Operating Company LP (“PBFX Op Co”), PBFX’s wholly-owned subsidiary, in turn acquired the limited liability company interests in PNGPC from PBF LLC in connection with the Contribution Agreement effective February 28, 2017. PNGPC owns and operates the Paulsboro Natural Gas Pipeline, an existing interstate natural gas pipeline which serves PBF Holding's Paulsboro refinery, and is subject to regulation by the Federal Energy Regulatory Commission (“FERC”). PNGPC has FERC approval for, and is in the process of constructing, a new pipeline (the “New Pipeline”) to replace the existing pipeline. In consideration for the PNGPC limited liability company interests, PBFX delivered to PBF LLC (i) an $11,600 intercompany promissory note in favor of Paulsboro Refining Company LLC, a wholly owned subsidiary of PBF Holding (the “Promissory Note”), (ii) expansion rights and right of first refusal agreement in favor of PBF LLC with respect to the New Pipeline and (iii) an assignment and assumption agreement with respect to certain outstanding litigation involving PNGPC and the existing pipeline. Commercial Agreements In connection with the Contribution Agreements, PBF Holding entered into long-term, fee-based commercial agreements with PBFX. Under these agreements, PBFX provides various pipeline, rail and truck terminaling and storage services to PBF Holding and PBF Holding has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes. The fees under each of these agreements are supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. PBF Holding believes the terms and conditions under these agreements, as well as the Omnibus Agreement (as defined below) and the Services Agreement (as defined below) each with PBFX, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. These commercial agreements (as defined in the table below) with PBFX include: Service Agreements Initiation Date Initial Term Renewals (a) Minimum Volume Commitments Force Majeure Transportation and Terminaling Delaware City Rail Terminaling Services Agreement 5/8/2014 7 years, 8 months 2 x 5 85,000 bpd PBFX or PBF Holding can declare Toledo Truck Unloading & Terminaling Services Agreement 5/8/2014 7 years, 8 months 2 x 5 5,500 bpd Delaware West Ladder Rack Terminaling Services Agreement 10/1/2014 7 years, 3 months 2 x 5 40,000 bpd Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility 12/12/2014 10 years 2 x 5 4,400 bpd Delaware Pipeline Services Agreement 5/15/2015 10 years, 8 months 2 x 5 50,000 bpd Delaware Pipeline Services Agreement- Magellan Connection 11/1/2016 2 years, 5 months N/A 14,500 bpd Delaware City Truck Loading Services Agreement- Gasoline 5/15/2015 10 years, 8 months 2 x 5 30,000 bpd Delaware City Truck Loading Services Agreement- LPGs 5/15/2015 10 years, 8 months 2 x 5 5,000 bpd Torrance Valley Pipeline Transportation Services Agreement- North Pipeline 8/31/2016 10 years 2 x 5 50,000 bpd Torrance Valley Pipeline Transportation Services Agreement- South Pipeline 8/31/2016 10 years 2 x 5 70,000 bpd Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank 8/31/2016 10 years 2 x 5 55,000 barrels (c) Torrance Valley Pipeline Transportation Services Agreement- Emido Storage Tank 8/31/2016 10 years 2 x 5 900,000 barrels per month Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank 8/31/2016 10 years 2 x 5 770,000 barrels per month Paulsboro Natural Gas Pipeline Services Agreement (b) 9/1/2011 15 years Evergreen N/A Storage Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility 12/12/2014 10 years 2 x 5 3,849,271 barrels (c) PBFX or PBF Holding can declare Chalmette Storage Agreement (d) See note (d) 10 years 2 x 5 625,000 barrels ____________________ (a) PBF Holding has the option to extend the agreements for up to two additional five -year terms as applicable in the table above. (b) In connection with the PNGPC Acquisition, PBFX assumed the current commercial transportation agreement between PNGPC and the Paulsboro refinery. Subsequent to the completion of the New Pipeline, PBF Holding will enter into a new transportation agreement with PBFX. (c) Reflects the overall capacity of the storage facility. The storage MVC is subject to effective operating capacity of each tank which can be impacted by routine tank maintenance and other factors. (d) The Chalmette Storage Agreement was entered into on February 15, 2017 but commences at the earlier of November 1, 2017 or the completion of the Chalmette Storage Tank construction (as defined below). In addition, PBF Holding entered into additional commercial agreements with PBFX related to the four refined products terminals in the greater Philadelphia region (the “East Coast Terminals”) acquired by PBFX in April 2016. These agreements have initial terms ranging from approximately three months to five years and include: • tank lease agreements, under which PBFX provides tank lease services to PBF Holding at the East Coast Terminals, with MVCs of total aggregate shell capacity; and • terminaling service agreements, under which PBFX provides terminaling and other services to PBF Holding at the East Coast Terminals. The terminaling service agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between the East Coast Terminals’ Paulsboro, New Jersey location and PBF Holding with a 15,000 bpd MVC. Other Agreements In addition to the commercial agreements described above, at the closing of the PBFX Offering, PBFX entered into an omnibus agreement, which has been amended and restated in connection with the closing of certain transactions contemplated by the Contribution Agreements with PBF GP, PBF LLC and PBF Holding (as amended, the “Omnibus Agreement”). The Omnibus Agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees. The annual fee was increased to $6,900 per year effective as of January 1, 2017. In connection with the PBFX Offering, PBFX also entered into an Operation and Management Services and Secondment Agreement with PBF Holding and certain of its subsidiaries, pursuant to which PBF Holding and its subsidiaries provides PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements. PBFX reimburses PBF Holding for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air. On February 28, 2017, PBF Holding and PBFX entered into the Fifth Amended and Restated Services Agreement (as amended, the “Services Agreement”) in connection with the PNGPC Acquisition resulting in an increase to the annual fee to $6,696 . The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service on 30 days’ notice. On February 15, 2017, PBF Holding into a ten-year storage services agreement (the “Chalmette Storage Agreement”) with PBFX Op Co under which PBFX Op Co will provide storage services to PBF Holding upon the earlier of November 1, 2017 and the completion of construction of a new tank at the Chalmette refinery (the “Chalmette Storage Tank”). PBFX Op Co and Chalmette Refining, L.L.C. (“Chalmette Refining”) have entered into a twenty -year lease for the premises upon which the tank will be located (the “Lease”) and a project management agreement pursuant to which Chalmette Refining will manage the construction of the tank. The Lease can be extended by PBFX Op Co for two additional ten year terms. Summary of Transactions with PBFX A summary of revenue and expense transactions with PBFX is as follows: Three Months Ended March 31, 2017 2016 Revenues under affiliate agreements: Services Agreement $ 1,618 $ 1,122 Omnibus Agreement 1,654 844 Total expenses under affiliate agreements 56,202 36,549 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Environmental Matters The Company’s refineries, pipelines and related operations are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and the compositions of fuels. Compliance with existing and anticipated laws and regulations can increase the overall cost of operating the refineries, including remediation, operating costs and capital costs to construct, maintain and upgrade equipment and facilities. In connection with the Paulsboro refinery acquisition, the Company assumed certain environmental remediation obligations. The Paulsboro environmental liability of $11,454 recorded as of March 31, 2017 ( $10,792 as of December 31, 2016 ) 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. 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. As of November 1, 2015, the Company acquired Chalmette Refining, which was in discussions with the Louisiana Department of Environmental Quality (“LDEQ”) to resolve self-reported deviations from refinery operations relating to certain Clean Air Act Title V permit conditions, limits and other requirements. LDEQ commenced an enforcement action against Chalmette Refining on November 14, 2014 by issuing a Consolidated Compliance Order and Notice of Potential Penalty (the “Order”) covering deviations from 2009 and 2010. Chalmette Refining and LDEQ subsequently entered into a dispute resolution agreement, the enforcement of which has been suspended while negotiations are ongoing, which may include the resolution of deviations outside the periods covered by the Order. In February 2017, Chalmette Refining and the LDEQ met to resolve the issues under the Order, including the assessment of an administrative penalty against Chalmette Refining. Although a resolution has not been finalized, the administrative penalty is anticipated to be approximately $700 , including beneficial environmental projects. To the extent the administrative penalty exceeds such amount, it is not expected to be material to the Company. On January 24, 2017, in connection with a Clean Air Act inspection in May 2014 by the EPA to determine compliance with 40 CFR Subpart 68 Chemical Accident Prevention Provisions, EPA notified the Chalmette refinery of its intent to bring an enforcement action on two findings from the audit. No settlement or penalty demand has been received to date. It is reasonably possible that EPA will assess penalties in these matters but any such amount is not expected to have a material impact on the Company’s financial position, results of operations or cash flows. On December 23, 2016, the Delaware City refinery received a Notice of Violation (“NOV”) from DNREC concerning a potential violation of the DNREC order authorizing the shipment of crude oil by barge from the refinery. The NOV alleges that DCR made shipments to locations other than the Paulsboro refinery in violation of the order and requests certain additional information. On February 7, 2017, DCR responded to the NOV. On March 10, 2017, DNREC issued a $150 fine in a Notice of Penalty Assessment and Secretary’s Order to the Delaware City refinery for violating the 2013 Secretary’s Order. DNREC’s investigation found that PBF Energy violated the Order throughout 2014, when it made 17 barge shipments of crude oil over 15 days to locations other than the Paulsboro refinery. DNREC determined that the Delaware City refinery had violated the order by failing to make timely and full disclosure to DNREC about the nature and extent of those shipments, and had misrepresented the number of shipments that went to other facilities. The penalty assessment and Secretary’s Order conclude that the 2013 Secretary’s Order was violated by the Paulsboro refinery by shipping crude oil from the Delaware City terminal to three locations other than the Paulsboro refinery, on 15 days in 2014, making a total of 17 separate barge shipments containing approximately 35.7 million gallons of crude oil in total. On April 28, 2017, DCR appealed the Notice of Penalty Assessment and Secretary’s Order. To the extent that the penalty and Secretary’s Order are upheld, there will not be a material adverse effect on the Company’s financial position, results of operations or cash flows. On December 28, 2016, DNREC issued a Coastal Zone Act permit (the “Ethanol permit”) to DCR allowing the utilization of existing tanks and existing marine loading equipment at their existing facilities to enable denatured ethanol to be loaded from storage tanks to marine vessels and shipped to offsite facilities. On January 13, 2017, the issuance of the Ethanol Permit was appealed by two environmental groups. On February 27, 2017, the Coastal Zone Industrial Board held a public hearing and dismissed the appeal, determining that the appellants did not have standing. The final opinion and order of the Board was issued March 16, 2017. The appellants filed an appeal of the Board’s decision with the Delaware Superior Court on March 30, 2017. On February 3, 2011, EPA sent a request for information pursuant to Section 114 of the Clean Air Act to the Paulsboro refinery with respect to compliance with EPA standards governing flaring. The refinery and the EPA have reached agreement on settlement, which includes a civil penalty of $180 . The refinery is waiting for the consent decree to be lodged. On February 14, 2017, the New Jersey Department of Environmental Protection (“NJDEP”) submitted a proposed Administrative Consent Order (“ACO”) which covers air emission violations from 2013 through 2016 and work practice standards that were not subject to an affirmative defense at the Paulsboro refinery. In settlement of the violations, the NJDEP has proposed that the Paulsboro refinery pay a civil administrative penalty of $313 , which includes $153 for a supplemental environmental project. If the offer is accepted, the remaining $160 shall be remitted by the Paulsboro refinery within 30 days of receipt of the offer. This amount is not material to the Company, individually or in the aggregate. In connection with the acquisition of the Torrance refinery and related logistics assets, the Company assumed certain pre-existing environmental liabilities totaling $140,417 as of March 31, 2017 ( $142,456 as of December 31, 2016), related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring and other clean up activities, which reflects the current estimated cost of the remediation obligations. The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities. In addition, in connection with the acquisition of the Torrance refinery and related logistics assets, the Company purchased a ten year, $100,000 environmental insurance policy to insure against unknown environmental liabilities. Furthermore, in connection with the acquisition, the Company assumed responsibility for certain specified environmental matters that occurred prior to the Company’s ownership of the refinery. Specifically, the Company assumed responsibility for specified NOVs issued by the Southern California Air Quality Management District (“SCAQMD”) in various years before the Company’s ownership. Additionally, subsequent to the acquisition, the Company received further NOVs from the SCAQMD as well as from the City of Torrance and the City of Torrance Fire Department related to alleged operational violations, emission discharges and/or flaring incidents at the refinery. With the exception of one NOV for which a proposed settlement is less than $100 , no settlement or penalty demands have been received to date with respect to the other NOVs. As the ultimate outcomes are uncertain, the Company cannot currently estimate the final amount or timing of their resolution. It is reasonably possible that SCAQMD and/or the City of Torrance will assess penalties in these matters but any such amount is not expected to have a material impact on the Company’s financial position, results of operations or cash flows. The Company’s operations and many of the products it manufactures are subject to certain specific requirements of the Clean Air Act (the “CAA”) and related state and local regulations. The CAA contains provisions that require capital expenditures for the installation of certain air pollution control devices at the Company’s refineries. Subsequent rule making authorized by the CAA or similar laws or new agency interpretations of existing rules, may necessitate additional expenditures in future years. 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, all of the Northeastern states and Washington DC have adopted sulfur controls on heating oil. Most of the Northeastern states will now require heating oil with 15 PPM or less sulfur by July 1, 2018 (except for Pennsylvania and Maryland - where less than 500 ppm sulfur is required). 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 CAA. This final rule establishes more stringent vehicle emission standards and further reduces the sulfur content of gasoline starting in January 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 facilities are complying with these new requirements as planned, either directly or using flexibility provided by sulfur credits generated or purchased in advance as an economic optimization. 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 published the final 2014-2016 standards under the Renewable Fuels Standard (“RFS”) late in 2015 and issued final 2017 RFS standards in November 2016. It is not clear that renewable fuel producers will be able to produce the volumes of these fuels required for blending in accordance with the 2017 standards. The final 2017 cellulosic standard is at approximately 135% of the 2016 standard. It is likely that cellulosic RIN production will be lower than needed forcing obligated parties, such as the Company, to purchase cellulosic “waiver credits” to comply in 2017 (the waiver credit option by regulation is only available for the cellulosic standard). The advanced and total RIN requirements were raised (by 7% and 3% respectively) above the original proposed level in May 2016. Production of advanced RINs has been below what is needed for compliance in 2016. Obligated parties, such as the Company, will likely be relying on the nesting feature of the biodiesel RIN to comply with the advanced standard in 2017. While the Company believes that total RIN production will be adequate for 2016 needs, the new 2017 standard will put obligated parties up against the E10 blendwall leaving little flexibility. Compliance in 2017 will likely rely on obligated parties drawing down the supply of excess RINs collectively known as the “RIN bank” and could tighten the RIN market potentially raising RIN prices further. The Company is actively supporting a proposal to change the point of obligation under the RFS program to the “blender” of renewable fuels. The Company believes this proposed change will level the playing field between participating parties in the program. The new presidential administration may be supportive of this proposal. Depending on how the new administration addresses this proposal and any future changes to the RFS 2 program there could be a material impact on the Company’s cost of compliance with RFS 2. 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. 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. As a result of the Torrance Acquisition, the Company is subject to greenhouse gas emission control regulations in the state of California pursuant to Assembly Bill 32 (“AB 32”). AB 32 imposes a statewide cap on greenhouse gas emissions, including emissions from transportation fuels, with the aim of returning the state to 1990 emission levels by 2020. AB32 is implemented through two market mechanisms including the Low Carbon Fuel Standard (“LCFS”) and Cap and Trade. The Company is responsible for the AB 32 obligations related to the Torrance refinery beginning on July 1, 2016 and must purchase emission credits to comply with these obligations. Additionally, in September 2016, the state of California enacted Senate Bill 32 (“SB 32”) which further reduces greenhouse gas emissions targets to 40 percent below 1990 levels by 2030. However, subsequent to the acquisition, the Company is recovering the majority of these costs from its customers, and as such does not expect this obligation to materially impact the Company’s financial position, results of operations, or cash flows. To the degree there are unfavorable changes to AB 32 or SB 32 regulations or the Company is unable to recover such compliance costs from customers, these regulations could have a material adverse effect on our financial position, results of operations and cash flows. The Company is subject to obligations to purchase RINs required to comply with the RFS. In late 2015, the EPA initiated enforcement proceedings against companies it believes produced invalid RINs. On October 13, 2016, PBF Holding and its subsidiaries, Toledo Refining Company LLC and Delaware City Refining Company LLC, were notified by the EPA that its records indicated that these entities used potentially invalid RINs. The EPA directed each of the subsidiaries to resubmit reports to remove the potentially invalid RINs and to replace the invalid RINs with valid RINs with the same D Code. The invalid RINs have been retired and the Company has executed settlement agreements with the EPA requiring the payment of penalties of $550 . On February 15, 2017, the Company received another notification that EPA records indicated that PBF Holding used potentially invalid RINs that were in fact verified under the EPA’s RIN Quality Assurance Program (QAP) by an independent auditor as QAP A RINs. Under the regulations use of potentially invalid QAP A RINs provided the user with an affirmative defense from civil penalties provided certain conditions are met. The Company has asserted the affirmative defense and if accepted by the EPA will not be required to replace these RINs and will not be subject to civil penalties under the program. It is reasonably possible that the EPA will not accept the Company’s defense and may assess penalties in these matters but any such amount is not expected to have a material impact on the Company’s financial position, 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 generally 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 (the Company’s indirect parent) 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 or the Company. 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 96.6% interest in PBF LLC as of March 31, 2017 ( 96.5% as of December 31, 2016 ). PBF LLC generally obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 3 Months Ended |
Mar. 31, 2017 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS In August 2016 the Company amended the PBF Energy Pension Plan and the Post-Retirement Medical Plan to, among other things, incorporate into the plan all employees who became employed at the Company’s California locations on July 1, 2016, in connection with the Torrance Acquisition. The amendments to the plan were effective as of July 1, 2016. The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following: Three Months Ended Pension Benefits 2017 2016 Components of net periodic benefit cost: Service cost $ 10,143 $ 7,340 Interest cost 1,084 776 Expected return on plan assets (1,442 ) (1,106 ) Amortization of prior service cost 13 13 Amortization of actuarial loss (gain) 113 194 Net periodic benefit cost $ 9,911 $ 7,217 Three Months Ended Post-Retirement Medical Plan 2017 2016 Components of net periodic benefit cost: Service cost $ 316 $ 220 Interest cost 172 134 Amortization of prior service cost 161 109 Amortization of actuarial loss (gain) — — Net periodic benefit cost $ 649 $ 463 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 and December 31, 2016 . 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, 2017 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Level 1 Level 2 Level 3 Assets: Money market funds $ 30,663 $ — $ — $ 30,663 N/A $ 30,663 Commodity contracts 17,980 290 — 18,270 (16,422 ) 1,848 Derivatives included with inventory intermediation agreement obligations — 29,182 — 29,182 — 29,182 Liabilities: Commodity contracts 13,132 3,290 — 16,422 (16,422 ) — Catalyst lease obligations — 48,558 — 48,558 — 48,558 As of December 31, 2016 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Level 1 Level 2 Level 3 Assets: Money market funds $ 342,837 $ — $ — $ 342,837 N/A $ 342,837 Commodity contracts 948 35 — 983 (983 ) — Derivatives included with inventory intermediation agreement obligations — 6,058 — 6,058 — 6,058 Liabilities: Commodity contracts 859 3,548 84 4,491 (983 ) 3,508 Catalyst lease obligations — 45,969 — 45,969 — 45,969 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. • The commodity contracts categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted prices in an active market. The commodity contracts categorized in Level 2 of the fair value hierarchy are measured at fair value using a market approach based upon future commodity prices for similar instruments quoted in active markets. • The commodity contracts categorized in Level 3 of the fair value hierarchy consist of commodity price swap contracts that relate to forecasted purchases of crude oil for which quoted forward market prices are not readily available due to market illiquidity. The forward prices used to value these swaps were derived using broker quotes, prices from other third party sources and other available market based data. • The derivatives included with inventory intermediation agreement obligations and the catalyst lease obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based upon commodity prices for similar instruments quoted in active markets. 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, 2017 and December 31, 2016 , $9,513 and $9,440 , 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 of commodity contracts categorized in Level 3 of the fair value hierarchy: Three Months Ended March 31, 2017 2016 Balance at beginning of period $ (84 ) $ 3,543 Purchases — — Settlements 45 (256 ) Unrealized gain (loss) included in earnings 39 (1,372 ) Transfers into Level 3 — — Transfers out of Level 3 — — Balance at end of period $ — $ 1,915 There were no transfers between levels during the three months ended March 31, 2017 or 2016 . Fair value of debt The table below summarizes the fair value and carrying value of debt as of March 31, 2017 and December 31, 2016 . March 31, 2017 December 31, 2016 Carrying value Fair value Carrying value Fair value Senior Secured Notes due 2020 (a) $ 671,189 $ 692,332 $ 670,867 $ 696,098 Senior Secured Notes due 2023 (a) 500,000 506,911 500,000 498,801 Revolving Loan (b) 350,000 350,000 350,000 350,000 PBF Rail Term Loan (b) 33,358 33,358 35,000 35,000 Catalyst leases (c) 48,558 48,558 45,969 45,969 1,603,105 1,631,159 1,601,836 1,625,868 Less - Current maturities — — — — Less - Unamortized deferred financing costs 23,419 n/a 25,277 n/a Long-term debt $ 1,579,686 $ 1,631,159 $ 1,576,559 $ 1,625,868 (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. (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, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES The Company uses derivative instruments to mitigate certain exposures to commodity price risk. 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 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 intermediates and refined products. The level of activity for these derivatives is based on the level of operating inventories. As of March 31, 2017 , there were 3,471,786 barrels of intermediates and refined products ( 2,942,348 barrels at December 31, 2016 ) outstanding under these derivative instruments designated as fair value hedges and no barrels ( no barrels at December 31, 2016 ) 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, 2017 , there were 14,845,000 barrels of crude oil and 6,714,000 barrels of refined products ( 5,950,000 and 2,831,000 , respectively, as of December 31, 2016 ), 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, 2017 and December 31, 2016 and the line items in the condensed 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, 2017: Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 29,182 December 31, 2016: Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 6,058 Derivatives not designated as hedging instruments: March 31, 2017: Commodity contracts Accounts receivable $ 1,848 December 31, 2016: Commodity contracts Accrued expenses $ 3,508 The following table provides information about the gains or losses recognized in income on these derivative instruments and the line items in the condensed 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, 2017: Derivatives included with the inventory intermediation agreement obligations Cost of sales $ 23,124 For the three months ended March 31, 2016: Derivatives included with the inventory intermediation agreement obligations Cost of sales $ (35,146 ) Derivatives not designated as hedging instruments: For the three months ended March 31, 2017: Commodity contracts Cost of sales $ 391 For the three months ended March 31, 2016: Commodity contracts Cost of sales $ (19,953 ) Hedged items designated in fair value hedges: For the three months ended March 31, 2017: Intermediate and refined product inventory Cost of sales $ (23,124 ) For the three months ended March 31, 2016: Intermediate and refined product inventory Cost of sales $ 35,146 The Company had no ineffectiveness related to the Company’s fair value hedges for the three months ended March 31, 2017 and 2016 . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Dividend Declared On May 4, 2017, PBF Energy, PBF Holding’s indirect parent, announced a dividend of $0.30 per share on outstanding Class A common stock. The dividend is payable on May 31, 2017 to PBF Energy Class A common stockholders of record at the close of business on May 16, 2017. Inventory Intermediation Agreements On May 4, 2017, PBF Holding and its subsidiaries, DCR and PRC, entered into amendments to the inventory intermediation agreements (as amended, the "Intermediation Agreement Amendments") with J. Aron, pursuant to which certain terms of the existing inventory intermediation agreements were amended, including, among other things, pricing and an extension of the terms. The Intermediation Agreement Amendment by and among J. Aron, PBF Holding and PRC relating to the A&R Intermediation Agreement for the Paulsboro refinery extends the term to January 2, 2018, which term may be further extended by mutual consent of the parties to July 1, 2019. The Intermediation Agreement Amendment by and among J. Aron, PBF Holding and DCR relating to the A&R Intermediation Agreement for the Delaware City refinery extends the term to July 1, 2019, which term may be further extended by mutual consent of the parties to July 1, 2020. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS | 3 Months Ended |
Mar. 31, 2017 | |
Condensed Financial Information of Subsidiary Disclosure [Abstract] | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS | CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING PBF Services Company, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC, Chalmette Refining, L.L.C., PBF Western Region LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC and PBF Investments LLC are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the Senior Secured Notes. These guarantees are full and unconditional and joint and several. For purposes of the following footnote, PBF Holding is referred to as “Issuer”. The indentures dated February 9, 2012 and November 24, 2015, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, governs subsidiaries designated as “Guarantor Subsidiaries”. PBF Energy Limited, PBF Transportation Company LLC, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins Pipeline Company, T&M Terminal Company, TVP Holding Company LLC (“TVP Holding”), Torrance Basin Pipeline Company LLC and Torrance Pipeline Company LLC are consolidated subsidiaries of the Company that are not guarantors of the Senior Secured Notes. Additionally, our 50% equity investment in Torrance Valley Pipeline Company, held by TVP Holding is included in our Non-Guarantor financial position and results of operations and cash flows as TVP Holding is not a guarantor of the Senior Secured Notes. The Senior Secured Notes were co-issued by PBF Finance. For purposes of the following footnote, PBF Finance is referred to as “Co-Issuer.” The Co-Issuer has no independent assets or operations. The following supplemental combining and condensed consolidating financial information reflects the Issuer’s separate accounts, the combined accounts of the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, the combining and consolidating adjustments and eliminations and the Issuer’s consolidated accounts for the dates and periods indicated. For purposes of the following combining and consolidating information, the Issuer’s investment in its subsidiaries and the Guarantor subsidiaries’ investments in their subsidiaries are accounted for under the equity method of accounting. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) March 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 134,312 $ 36,705 $ 46,528 $ — $ 217,545 Accounts receivable 577,601 6,863 23,927 — 608,391 Accounts receivable - affiliate 652 18,908 599 — 20,159 Affiliate note receivable — 11,600 — — 11,600 Inventories 1,877,091 — 208,867 — 2,085,958 Prepaid expense and other current assets 26,453 42,153 229 — 68,835 Due from related parties 25,381,354 22,185,000 5,190,264 (52,756,618 ) — Total current assets 27,997,463 22,301,229 5,470,414 (52,756,618 ) 3,012,488 Property, plant and equipment, net 31,859 2,472,462 241,056 — 2,745,377 Investment in subsidiaries 340,774 436,400 — (777,174 ) — Investment in equity method investee — — 180,056 — 180,056 Deferred charges and other assets, net 32,393 573,058 — — 605,451 Total assets $ 28,402,489 $ 25,783,149 $ 5,891,526 $ (53,533,792 ) $ 6,543,372 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 199,929 $ 163,115 $ 10,218 $ — $ 373,262 Accounts payable - affiliate 30,030 68 (95 ) — 30,003 Accrued expenses 1,286,243 145,614 168,223 — 1,600,080 Deferred revenue 1,326 1,412 13 — 2,751 Due to related parties 22,670,320 24,878,148 5,208,150 (52,756,618 ) — Total current liabilities 24,187,848 25,188,357 5,386,509 (52,756,618 ) 2,006,096 Long-term debt 1,498,238 48,503 32,945 — 1,579,686 Deferred tax liabilities — — 45,661 — 45,661 Other long-term liabilities 31,186 192,056 3,470 — 226,712 Total liabilities 25,717,272 25,428,916 5,468,585 (52,756,618 ) 3,858,155 Commitments and contingencies Equity: Member’s equity 2,317,366 1,714,778 371,731 (2,086,509 ) 2,317,366 Retained earnings / (Accumulated deficit) 380,866 (1,364,935 ) 51,210 1,313,725 380,866 Accumulated other comprehensive (loss) income (25,641 ) (8,236 ) — 8,236 (25,641 ) Total PBF Holding Company LLC equity 2,672,591 341,607 422,941 (764,548 ) 2,672,591 Noncontrolling interest 12,626 12,626 — (12,626 ) 12,626 Total equity 2,685,217 354,233 422,941 (777,174 ) 2,685,217 Total liabilities and equity $ 28,402,489 $ 25,783,149 $ 5,891,526 $ (53,533,792 ) $ 6,543,372 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) December 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 530,085 $ 56,717 $ 41,366 $ (1,463 ) $ 626,705 Accounts receivable 599,147 7,999 8,735 — 615,881 Accounts receivable - affiliate 2,432 4,504 695 — 7,631 Inventories 1,680,058 — 183,502 — 1,863,560 Prepaid expense and other current assets 27,443 12,933 160 — 40,536 Due from related parties 24,141,120 21,883,569 4,692,799 (50,717,488 ) — Total current assets 26,980,285 21,965,722 4,927,257 (50,718,951 ) 3,154,313 Property, plant and equipment, net 33,772 2,452,877 242,050 — 2,728,699 Investment in subsidiaries 705,034 440,377 — (1,145,411 ) — Investment in equity method investee — — 179,882 — 179,882 Deferred charges and other assets, net 12,317 491,673 13 — 504,003 Total assets $ 27,731,408 $ 25,350,649 $ 5,349,202 $ (51,864,362 ) $ 6,566,897 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 360,260 $ 157,277 $ 14,291 $ (1,463 ) $ 530,365 Accounts payable - affiliate 37,077 786 — — 37,863 Accrued expenses 1,094,581 201,935 166,213 — 1,462,729 Deferred revenue 10,901 1,438 1 — 12,340 Due to related parties 22,027,065 24,031,520 4,658,903 (50,717,488 ) — Total current liabilities 23,529,884 24,392,956 4,839,408 (50,718,951 ) 2,043,297 Long-term debt 1,496,085 45,908 34,566 — 1,576,559 Affiliate notes payable 86,298 — — — 86,298 Deferred tax liabilities — — 45,699 — 45,699 Other long-term liabilities 30,208 192,204 3,699 — 226,111 Total liabilities 25,142,475 24,631,068 4,923,372 (50,718,951 ) 3,977,964 Commitments and contingencies Equity: Member’s equity 2,155,863 1,714,997 374,067 (2,089,064 ) 2,155,863 Retained earnings / (accumulated deficit) 446,519 (999,693 ) 51,763 947,930 446,519 Accumulated other comprehensive (loss) income (25,962 ) (8,236 ) — 8,236 (25,962 ) Total PBF Holding Company LLC equity 2,576,420 707,068 425,830 (1,132,898 ) 2,576,420 Noncontrolling interest 12,513 12,513 — (12,513 ) 12,513 Total equity 2,588,933 719,581 425,830 (1,145,411 ) 2,588,933 Total liabilities and equity $ 27,731,408 $ 25,350,649 $ 5,349,202 $ (51,864,362 ) $ 6,566,897 CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended March 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 4,725,779 $ 625,769 $ 529,905 $ (1,131,255 ) $ 4,750,198 Costs and expenses Cost of sales, excluding depreciation 4,360,620 497,774 524,615 (1,131,255 ) 4,251,754 Operating expenses, excluding depreciation (5 ) 429,530 7,328 — 436,853 General and administrative expenses 33,695 7,165 (381 ) — 40,479 Equity (income) loss in investee — — (3,599 ) — (3,599 ) Loss on sale of assets — 883 — — 883 Depreciation and amortization expense 1,762 52,047 1,881 — 55,690 4,396,072 987,399 529,844 (1,131,255 ) 4,782,060 Income (loss) from operations 329,707 (361,630 ) 61 — (31,862 ) Other income (expenses) Equity in earnings (loss) of subsidiaries (365,129 ) (553 ) — 365,682 — Change in fair value of catalyst leases — (2,588 ) — — (2,588 ) Interest expense, net (30,118 ) (358 ) (180 ) — (30,656 ) Income (loss) before income taxes (65,540 ) (365,129 ) (119 ) 365,682 (65,106 ) Income tax expense — — 434 — 434 Net income (loss) (65,540 ) (365,129 ) (553 ) 365,682 (65,540 ) Less: net income (loss) attributable to noncontrolling interests 113 113 — (113 ) 113 Net income (loss) attributable to PBF Holding Company LLC $ (65,653 ) $ (365,242 ) $ (553 ) $ 365,795 $ (65,653 ) Comprehensive income (loss) attributable to PBF Holding Company LLC $ (65,332 ) $ (365,242 ) $ (553 ) $ 365,795 $ (65,332 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended March 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 2,795,916 $ 49,619 $ 320,720 $ (366,070 ) $ 2,800,185 Costs and expenses Cost of sales, excluding depreciation 2,439,388 63,970 308,695 (366,070 ) 2,445,983 Operating expenses, excluding depreciation (372 ) 294,034 2,977 — 296,639 General and administrative expenses 28,697 6,851 (2,279 ) — 33,269 Depreciation and amortization expense 1,697 50,742 1,854 — 54,293 2,469,410 415,597 311,247 (366,070 ) 2,830,184 Income (loss) from operations 326,506 (365,978 ) 9,473 — (29,999 ) Other income (expenses) Equity in earnings (loss) of subsidiaries (392,593 ) — — 392,593 — Change in fair value of catalyst leases — (2,885 ) — — (2,885 ) Interest expense, net (32,341 ) (358 ) (572 ) — (33,271 ) Income (loss) before income taxes (98,428 ) (369,221 ) 8,901 392,593 (66,155 ) Income tax expense — — 32,273 — 32,273 Net income (loss) (98,428 ) (369,221 ) (23,372 ) 392,593 (98,428 ) Less: net income attributable to noncontrolling interests 303 303 — (303 ) 303 Net income (loss) attributable to PBF Holding Company LLC $ (98,731 ) $ (369,524 ) $ (23,372 ) $ 392,896 $ (98,731 ) Comprehensive income (loss) attributable to PBF Holding Company LLC $ (98,109 ) $ (369,524 ) $ (23,372 ) $ 392,896 $ (98,109 ) CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Three Months Ended March 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ (65,540 ) $ (365,129 ) $ (553 ) $ 365,682 $ (65,540 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: Depreciation and amortization 3,914 52,054 1,901 — 57,869 Stock-based compensation — 5,345 — — 5,345 Change in fair value of catalyst leases — 2,588 — — 2,588 Deferred income taxes — — (38 ) — (38 ) Non-cash lower of cost or market inventory adjustment 16,039 — — — 16,039 Non-cash change in inventory repurchase obligations (23,124 ) — — — (23,124 ) Pension and other post-retirement benefit costs 1,651 8,909 — — 10,560 Undistributed earnings of equity method investee — — (174 ) — (174 ) Loss on sale of assets — 883 — — 883 Equity in earnings of subsidiaries 365,129 553 — (365,682 ) — Changes in operating assets and liabilities: Accounts receivable 21,546 1,136 (15,192 ) — 7,490 Due to/from affiliates (580,598 ) 520,234 51,783 — (8,581 ) Inventories (213,072 ) — (25,365 ) — (238,437 ) Prepaid expenses and other current assets 992 (29,222 ) (69 ) — (28,299 ) Accounts payable (160,331 ) (25,872 ) (4,073 ) 1,463 (188,813 ) Accrued expenses 196,138 (14,993 ) 1,994 — 183,139 Deferred revenue (9,575 ) (26 ) 12 — (9,589 ) Other assets and liabilities (14,962 ) (7,752 ) (3,228 ) — (25,942 ) Net cash (used in) provided by operations (461,793 ) 148,708 6,998 1,463 (304,624 ) Cash flows from investing activities: Expenditures for property, plant and equipment (527 ) (94,955 ) (194 ) — (95,676 ) Expenditures for deferred turnaround costs — (64,371 ) — — (64,371 ) Expenditures for other assets — (14,847 ) — — (14,847 ) Net cash used in investing activities (527 ) (174,173 ) (194 ) — (174,894 ) Cash flows from financing activities: Contributions from PBF LLC 72,000 — — — 72,000 Repayments of PBF Rail term loan — — (1,642 ) — (1,642 ) Proceeds from revolver borrowings 200,000 — — — 200,000 Repayment of revolver borrowings (200,000 ) — — — (200,000 ) Due to/from affiliates (5,453 ) 5,453 — — — Net cash provided by (used in) financing activities 66,547 5,453 (1,642 ) — 70,358 Net (decrease) increase in cash and cash equivalents (395,773 ) (20,012 ) 5,162 1,463 (409,160 ) Cash and cash equivalents, beginning of period 530,085 56,717 41,366 (1,463 ) 626,705 Cash and cash equivalents, end of period $ 134,312 $ 36,705 $ 46,528 $ — $ 217,545 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Three Months Ended March 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ (98,428 ) $ (369,221 ) $ (23,372 ) $ 392,593 $ (98,428 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: Depreciation and amortization 3,884 50,700 1,948 — 56,532 Stock-based compensation — 2,621 — — 2,621 Change in fair value of catalyst leases — 2,885 — — 2,885 Deferred income taxes — — 31,487 — 31,487 Non-cash change in inventory repurchase obligations — 35,147 — — 35,147 Non-cash lower of cost of market inventory adjustment (78,159 ) 19,096 — — (59,063 ) Pension and other post-retirement benefit costs 1,732 5,948 — — 7,680 Equity in earnings of subsidiaries 392,593 — — (392,593 ) — Changes in operating assets and liabilities: Accounts receivable (97,973 ) 6,717 4,491 — (86,765 ) Due to/from affiliates (412,569 ) 416,735 (3,420 ) — 746 Inventories 55,526 (28,387 ) (23,104 ) — 4,035 Prepaid expense and other current assets (6,227 ) (22,016 ) 101 — (28,142 ) Accounts payable 35,441 37,120 (577 ) 982 72,966 Accrued expenses (119 ) (3,661 ) 21,947 — 18,167 Deferred revenue (889 ) — — — (889 ) Other assets and liabilities (41 ) (3,511 ) 1,352 — (2,200 ) Net cash provided by (used in) operations (205,229 ) 150,173 10,853 982 (43,221 ) Cash flows from investing activities: Expenditures for property, plant and equipment (5,466 ) (37,260 ) (5 ) — (42,731 ) Expenditures for deferred turnaround costs — (82,747 ) — — (82,747 ) Expenditures for other assets — (17,163 ) — — (17,163 ) Chalmette Acquisition working capital settlement — (2,659 ) — — (2,659 ) Net cash used in investing activities (5,466 ) (139,829 ) (5 ) — (145,300 ) Cash flows from financing activities: Distributions to members (30,829 ) — — — (30,829 ) Repayment of affiliate notes payable (517 ) — — — (517 ) Net cash used in financing activities (31,346 ) — — — (31,346 ) Net increase (decrease) in cash and cash equivalents (242,041 ) 10,344 10,848 982 (219,867 ) Cash and cash equivalents, beginning of period 882,820 6,236 28,968 (3,275 ) 914,749 Cash and cash equivalents, end of period $ 640,779 $ 16,580 $ 39,816 $ (2,293 ) $ 694,882 |
DESCRIPTION OF THE BUSINESS A19
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Pronouncements | Recently Adopted Accounting Guidance Effective January 1, 2017, the Company adopted Accounting Standard Update (“ASU”) No. 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2016-06”). ASU 2016-6 was issued in March 2016 by the Financial Accounting Standards Board (“FASB”) 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 Company’s adoption of this guidance did not materially impact its consolidated financial statements. Effective January 1, 2017, the Company adopted ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 was issued by the FASB in March 2016 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 could prior to its adoption for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The Company’s adoption of this guidance did not materially impact its consolidated financial statements. Effective January 1, 2017, the Company adopted ASU No. 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control” (“ASU 2016-17”). ASU 2016-17 was issued by the FASB in October 2016 to amend the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity (“VIE”) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The amendments in this ASU do not change the characteristics of a primary beneficiary in current GAAP. The amendments in this ASU require that a reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, include all of its direct variable interests in a VIE and, on a proportionate basis, its indirect variable interests in a VIE held through related parties, including related parties that are under common control with the reporting entity. The Company’s adoption of this guidance did not materially impact its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), which provides guidance to assist entities with evaluating when a set of transferred assets and activities is a business. Under ASU 2017-01, it is expected that the definition of a business will be narrowed and more consistently applied. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments in this ASU should be applied prospectively on or after the effective date. Early adoption of ASU 2017-01 is permitted and the Company early adopted the new standard in its consolidated financial statements and related disclosures effective January 1, 2017. The Company’s adoption of this guidance did not materially impact its consolidated financial statements. Recent Accounting Pronouncements In August 2015, the FASB issued ASU 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. Additional ASUs have been issued in 2016 that provide certain implementation guidance related to ASU 2014-09 (collectively, the Company refers to ASU 2014-09 and these additional ASUs as the “Updated Revenue Recognition Guidance”). The Updated Revenue Recognition Guidance 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 modified retrospective 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 has established a working group to assess the Updated Revenue Recognition Guidance, including its impact on the Company’s business processes, accounting systems, controls and financial statement disclosures. The Company’s preliminary expectation is that it will adopt this guidance using the modified retrospective method whereby a cumulative effect adjustment is recognized upon adoption and the Updated Revenue Recognition Guidance is applied prospectively. It is not anticipated that the Company will early adopt this new guidance. The working group is in the early stages of its implementation plan and continues to evaluate the impact of this new standard on the Company’s consolidated financial statements and related disclosures. Although the Company’s analysis of the new standard is still in process and interpretative and industry specific guidance is still developing, the Company currently does not expect the new standard to have a material impact on the amount or timing of revenues recognized for the majority of its revenue arrangements. 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 has established a working group to study and lead implementation of the new guidance in ASU 2016-02. This working group was formed during 2016 and has begun the process of compiling a central repository for all leases entered into by the Company and its subsidiaries for further analysis as the implementation project progresses. It is not anticipated that the Company will early adopt this new guidance. The working group continues to evaluate the impact of this new standard on its consolidated financial statements and related disclosures. At this time, the Company has identified that the most significant impacts of this new guidance will be to bring nearly all leases on its balance sheet with “right of use assets” and “lease obligation liabilities” as well as accelerating the interest expense component of financing leases. In March 2017, the FASB issued ASU 2017-07 “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which provides guidance to improve the reporting of net benefit cost in the income statement and on the components eligible for capitalization in assets. Under the new guidance, employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in assets. Additionally, under this guidance, employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. These components will not be eligible for capitalization in assets. Employers will apply the guidance on the presentation of the components of net periodic benefit cost in the income statement retrospectively. The guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component will be applied prospectively. The guidance includes a practical expedient allowing entities to estimate amounts for comparative periods using the information previously disclosed in their pension and other postretirement benefit plan note to the financial statements. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. 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, 2017 | |
Business Combinations [Abstract] | |
Schedule of purchase consideration given | The total purchase consideration and the fair values of the assets and liabilities at the acquisition date, which may be subject to adjustment as noted above, were as follows: Purchase Price Gross purchase price $ 537,500 Working capital 450,582 Post close purchase price adjustments (16,150 ) Total consideration $ 971,932 |
Schedule of assets acquired and liabilities assumed | The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition date: Fair Value Allocation Inventories $ 404,542 Prepaid expenses and other current assets 1,186 Property, plant and equipment 703,443 Deferred charges and other assets, net 68,053 Accounts payable (2,688 ) Accrued expenses (64,137 ) Other long-term liabilities (138,467 ) Fair value of net assets acquired $ 971,932 |
Schedule of pro forma information | Three Months Ended March 31, 2016 Pro forma revenues $ 3,339,691 Pro forma net loss attributable to PBF Holding LLC $ (200,167 ) The unaudited amount of revenues and net loss above have been calculated after conforming accounting policies of the Torrance refinery and related logistics assets to those of the Company and certain one-time adjustments |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following: March 31, 2017 Titled Inventory Inventory Intermediation Arrangements Total Crude oil and feedstocks $ 1,333,336 $ — $ 1,333,336 Refined products and blendstocks 920,573 351,917 1,272,490 Warehouse stock and other 92,159 — 92,159 $ 2,346,068 $ 351,917 $ 2,697,985 Lower of cost or market adjustment (513,090 ) (98,937 ) (612,027 ) Total inventories $ 1,832,978 $ 252,980 $ 2,085,958 December 31, 2016 Titled Inventory Inventory Intermediation Arrangements Total Crude oil and feedstocks $ 1,102,007 $ — $ 1,102,007 Refined products and blendstocks 915,397 352,464 1,267,861 Warehouse stock and other 89,680 — 89,680 $ 2,107,084 $ 352,464 $ 2,459,548 Lower of cost or market adjustment (492,415 ) (103,573 ) (595,988 ) Total inventories $ 1,614,669 $ 248,891 $ 1,863,560 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consisted of the following: March 31, December 31, Inventory-related accruals $ 797,959 $ 810,027 Inventory intermediation arrangements 233,289 225,524 Renewable energy credit and emissions obligations 182,328 70,158 Excise and sales tax payable 98,524 86,046 Accrued transportation costs 80,882 89,830 Accrued refinery maintenance and support costs 38,285 28,670 Accrued utilities 35,563 44,190 Accrued interest 24,091 28,934 Accrued capital expenditures 21,942 33,610 Customer deposits 21,758 9,215 Accrued salaries and benefits 13,513 17,466 Environmental liabilities 9,538 8,882 Other 42,408 10,177 Total accrued expenses $ 1,600,080 $ 1,462,729 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | These commercial agreements (as defined in the table below) with PBFX include: Service Agreements Initiation Date Initial Term Renewals (a) Minimum Volume Commitments Force Majeure Transportation and Terminaling Delaware City Rail Terminaling Services Agreement 5/8/2014 7 years, 8 months 2 x 5 85,000 bpd PBFX or PBF Holding can declare Toledo Truck Unloading & Terminaling Services Agreement 5/8/2014 7 years, 8 months 2 x 5 5,500 bpd Delaware West Ladder Rack Terminaling Services Agreement 10/1/2014 7 years, 3 months 2 x 5 40,000 bpd Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility 12/12/2014 10 years 2 x 5 4,400 bpd Delaware Pipeline Services Agreement 5/15/2015 10 years, 8 months 2 x 5 50,000 bpd Delaware Pipeline Services Agreement- Magellan Connection 11/1/2016 2 years, 5 months N/A 14,500 bpd Delaware City Truck Loading Services Agreement- Gasoline 5/15/2015 10 years, 8 months 2 x 5 30,000 bpd Delaware City Truck Loading Services Agreement- LPGs 5/15/2015 10 years, 8 months 2 x 5 5,000 bpd Torrance Valley Pipeline Transportation Services Agreement- North Pipeline 8/31/2016 10 years 2 x 5 50,000 bpd Torrance Valley Pipeline Transportation Services Agreement- South Pipeline 8/31/2016 10 years 2 x 5 70,000 bpd Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank 8/31/2016 10 years 2 x 5 55,000 barrels (c) Torrance Valley Pipeline Transportation Services Agreement- Emido Storage Tank 8/31/2016 10 years 2 x 5 900,000 barrels per month Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank 8/31/2016 10 years 2 x 5 770,000 barrels per month Paulsboro Natural Gas Pipeline Services Agreement (b) 9/1/2011 15 years Evergreen N/A Storage Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility 12/12/2014 10 years 2 x 5 3,849,271 barrels (c) PBFX or PBF Holding can declare Chalmette Storage Agreement (d) See note (d) 10 years 2 x 5 625,000 barrels ____________________ (a) PBF Holding has the option to extend the agreements for up to two additional five -year terms as applicable in the table above. (b) In connection with the PNGPC Acquisition, PBFX assumed the current commercial transportation agreement between PNGPC and the Paulsboro refinery. Subsequent to the completion of the New Pipeline, PBF Holding will enter into a new transportation agreement with PBFX. (c) Reflects the overall capacity of the storage facility. The storage MVC is subject to effective operating capacity of each tank which can be impacted by routine tank maintenance and other factors. (d) The Chalmette Storage Agreement was entered into on February 15, 2017 but commences at the earlier of November 1, 2017 or the completion of the Chalmette Storage Tank construction (as defined below). A summary of revenue and expense transactions with PBFX is as follows: Three Months Ended March 31, 2017 2016 Revenues under affiliate agreements: Services Agreement $ 1,618 $ 1,122 Omnibus Agreement 1,654 844 Total expenses under affiliate agreements 56,202 36,549 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 2017 2016 Components of net periodic benefit cost: Service cost $ 10,143 $ 7,340 Interest cost 1,084 776 Expected return on plan assets (1,442 ) (1,106 ) Amortization of prior service cost 13 13 Amortization of actuarial loss (gain) 113 194 Net periodic benefit cost $ 9,911 $ 7,217 Three Months Ended Post-Retirement Medical Plan 2017 2016 Components of net periodic benefit cost: Service cost $ 316 $ 220 Interest cost 172 134 Amortization of prior service cost 161 109 Amortization of actuarial loss (gain) — — Net periodic benefit cost $ 649 $ 463 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 and December 31, 2016 . 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, 2017 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Level 1 Level 2 Level 3 Assets: Money market funds $ 30,663 $ — $ — $ 30,663 N/A $ 30,663 Commodity contracts 17,980 290 — 18,270 (16,422 ) 1,848 Derivatives included with inventory intermediation agreement obligations — 29,182 — 29,182 — 29,182 Liabilities: Commodity contracts 13,132 3,290 — 16,422 (16,422 ) — Catalyst lease obligations — 48,558 — 48,558 — 48,558 As of December 31, 2016 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Level 1 Level 2 Level 3 Assets: Money market funds $ 342,837 $ — $ — $ 342,837 N/A $ 342,837 Commodity contracts 948 35 — 983 (983 ) — Derivatives included with inventory intermediation agreement obligations — 6,058 — 6,058 — 6,058 Liabilities: Commodity contracts 859 3,548 84 4,491 (983 ) 3,508 Catalyst lease obligations — 45,969 — 45,969 — 45,969 |
Schedule of Effect of Significant Unobservable Inputs | The table below summarizes the changes in fair value measurements of commodity contracts categorized in Level 3 of the fair value hierarchy: Three Months Ended March 31, 2017 2016 Balance at beginning of period $ (84 ) $ 3,543 Purchases — — Settlements 45 (256 ) Unrealized gain (loss) included in earnings 39 (1,372 ) Transfers into Level 3 — — Transfers out of Level 3 — — Balance at end of period $ — $ 1,915 |
Schedule of Fair value of Debt | The table below summarizes the fair value and carrying value of debt as of March 31, 2017 and December 31, 2016 . March 31, 2017 December 31, 2016 Carrying value Fair value Carrying value Fair value Senior Secured Notes due 2020 (a) $ 671,189 $ 692,332 $ 670,867 $ 696,098 Senior Secured Notes due 2023 (a) 500,000 506,911 500,000 498,801 Revolving Loan (b) 350,000 350,000 350,000 350,000 PBF Rail Term Loan (b) 33,358 33,358 35,000 35,000 Catalyst leases (c) 48,558 48,558 45,969 45,969 1,603,105 1,631,159 1,601,836 1,625,868 Less - Current maturities — — — — Less - Unamortized deferred financing costs 23,419 n/a 25,277 n/a Long-term debt $ 1,579,686 $ 1,631,159 $ 1,576,559 $ 1,625,868 (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. (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, 2017 | |
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, 2017 and December 31, 2016 and the line items in the condensed 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, 2017: Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 29,182 December 31, 2016: Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 6,058 Derivatives not designated as hedging instruments: March 31, 2017: Commodity contracts Accounts receivable $ 1,848 December 31, 2016: Commodity contracts Accrued expenses $ 3,508 |
Schedule of Derivative Instruments, Gain (Loss) Recognized in Income | The following table provides information about the gains or losses recognized in income on these derivative instruments and the line items in the condensed 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, 2017: Derivatives included with the inventory intermediation agreement obligations Cost of sales $ 23,124 For the three months ended March 31, 2016: Derivatives included with the inventory intermediation agreement obligations Cost of sales $ (35,146 ) Derivatives not designated as hedging instruments: For the three months ended March 31, 2017: Commodity contracts Cost of sales $ 391 For the three months ended March 31, 2016: Commodity contracts Cost of sales $ (19,953 ) Hedged items designated in fair value hedges: For the three months ended March 31, 2017: Intermediate and refined product inventory Cost of sales $ (23,124 ) For the three months ended March 31, 2016: Intermediate and refined product inventory Cost of sales $ 35,146 |
CONDENSED CONSOLIDATING FINAN27
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Condensed Financial Information of Subsidiary Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) March 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 134,312 $ 36,705 $ 46,528 $ — $ 217,545 Accounts receivable 577,601 6,863 23,927 — 608,391 Accounts receivable - affiliate 652 18,908 599 — 20,159 Affiliate note receivable — 11,600 — — 11,600 Inventories 1,877,091 — 208,867 — 2,085,958 Prepaid expense and other current assets 26,453 42,153 229 — 68,835 Due from related parties 25,381,354 22,185,000 5,190,264 (52,756,618 ) — Total current assets 27,997,463 22,301,229 5,470,414 (52,756,618 ) 3,012,488 Property, plant and equipment, net 31,859 2,472,462 241,056 — 2,745,377 Investment in subsidiaries 340,774 436,400 — (777,174 ) — Investment in equity method investee — — 180,056 — 180,056 Deferred charges and other assets, net 32,393 573,058 — — 605,451 Total assets $ 28,402,489 $ 25,783,149 $ 5,891,526 $ (53,533,792 ) $ 6,543,372 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 199,929 $ 163,115 $ 10,218 $ — $ 373,262 Accounts payable - affiliate 30,030 68 (95 ) — 30,003 Accrued expenses 1,286,243 145,614 168,223 — 1,600,080 Deferred revenue 1,326 1,412 13 — 2,751 Due to related parties 22,670,320 24,878,148 5,208,150 (52,756,618 ) — Total current liabilities 24,187,848 25,188,357 5,386,509 (52,756,618 ) 2,006,096 Long-term debt 1,498,238 48,503 32,945 — 1,579,686 Deferred tax liabilities — — 45,661 — 45,661 Other long-term liabilities 31,186 192,056 3,470 — 226,712 Total liabilities 25,717,272 25,428,916 5,468,585 (52,756,618 ) 3,858,155 Commitments and contingencies Equity: Member’s equity 2,317,366 1,714,778 371,731 (2,086,509 ) 2,317,366 Retained earnings / (Accumulated deficit) 380,866 (1,364,935 ) 51,210 1,313,725 380,866 Accumulated other comprehensive (loss) income (25,641 ) (8,236 ) — 8,236 (25,641 ) Total PBF Holding Company LLC equity 2,672,591 341,607 422,941 (764,548 ) 2,672,591 Noncontrolling interest 12,626 12,626 — (12,626 ) 12,626 Total equity 2,685,217 354,233 422,941 (777,174 ) 2,685,217 Total liabilities and equity $ 28,402,489 $ 25,783,149 $ 5,891,526 $ (53,533,792 ) $ 6,543,372 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) December 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 530,085 $ 56,717 $ 41,366 $ (1,463 ) $ 626,705 Accounts receivable 599,147 7,999 8,735 — 615,881 Accounts receivable - affiliate 2,432 4,504 695 — 7,631 Inventories 1,680,058 — 183,502 — 1,863,560 Prepaid expense and other current assets 27,443 12,933 160 — 40,536 Due from related parties 24,141,120 21,883,569 4,692,799 (50,717,488 ) — Total current assets 26,980,285 21,965,722 4,927,257 (50,718,951 ) 3,154,313 Property, plant and equipment, net 33,772 2,452,877 242,050 — 2,728,699 Investment in subsidiaries 705,034 440,377 — (1,145,411 ) — Investment in equity method investee — — 179,882 — 179,882 Deferred charges and other assets, net 12,317 491,673 13 — 504,003 Total assets $ 27,731,408 $ 25,350,649 $ 5,349,202 $ (51,864,362 ) $ 6,566,897 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 360,260 $ 157,277 $ 14,291 $ (1,463 ) $ 530,365 Accounts payable - affiliate 37,077 786 — — 37,863 Accrued expenses 1,094,581 201,935 166,213 — 1,462,729 Deferred revenue 10,901 1,438 1 — 12,340 Due to related parties 22,027,065 24,031,520 4,658,903 (50,717,488 ) — Total current liabilities 23,529,884 24,392,956 4,839,408 (50,718,951 ) 2,043,297 Long-term debt 1,496,085 45,908 34,566 — 1,576,559 Affiliate notes payable 86,298 — — — 86,298 Deferred tax liabilities — — 45,699 — 45,699 Other long-term liabilities 30,208 192,204 3,699 — 226,111 Total liabilities 25,142,475 24,631,068 4,923,372 (50,718,951 ) 3,977,964 Commitments and contingencies Equity: Member’s equity 2,155,863 1,714,997 374,067 (2,089,064 ) 2,155,863 Retained earnings / (accumulated deficit) 446,519 (999,693 ) 51,763 947,930 446,519 Accumulated other comprehensive (loss) income (25,962 ) (8,236 ) — 8,236 (25,962 ) Total PBF Holding Company LLC equity 2,576,420 707,068 425,830 (1,132,898 ) 2,576,420 Noncontrolling interest 12,513 12,513 — (12,513 ) 12,513 Total equity 2,588,933 719,581 425,830 (1,145,411 ) 2,588,933 Total liabilities and equity $ 27,731,408 $ 25,350,649 $ 5,349,202 $ (51,864,362 ) $ 6,566,897 |
Condensed Income Statement | CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended March 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 4,725,779 $ 625,769 $ 529,905 $ (1,131,255 ) $ 4,750,198 Costs and expenses Cost of sales, excluding depreciation 4,360,620 497,774 524,615 (1,131,255 ) 4,251,754 Operating expenses, excluding depreciation (5 ) 429,530 7,328 — 436,853 General and administrative expenses 33,695 7,165 (381 ) — 40,479 Equity (income) loss in investee — — (3,599 ) — (3,599 ) Loss on sale of assets — 883 — — 883 Depreciation and amortization expense 1,762 52,047 1,881 — 55,690 4,396,072 987,399 529,844 (1,131,255 ) 4,782,060 Income (loss) from operations 329,707 (361,630 ) 61 — (31,862 ) Other income (expenses) Equity in earnings (loss) of subsidiaries (365,129 ) (553 ) — 365,682 — Change in fair value of catalyst leases — (2,588 ) — — (2,588 ) Interest expense, net (30,118 ) (358 ) (180 ) — (30,656 ) Income (loss) before income taxes (65,540 ) (365,129 ) (119 ) 365,682 (65,106 ) Income tax expense — — 434 — 434 Net income (loss) (65,540 ) (365,129 ) (553 ) 365,682 (65,540 ) Less: net income (loss) attributable to noncontrolling interests 113 113 — (113 ) 113 Net income (loss) attributable to PBF Holding Company LLC $ (65,653 ) $ (365,242 ) $ (553 ) $ 365,795 $ (65,653 ) Comprehensive income (loss) attributable to PBF Holding Company LLC $ (65,332 ) $ (365,242 ) $ (553 ) $ 365,795 $ (65,332 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended March 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 2,795,916 $ 49,619 $ 320,720 $ (366,070 ) $ 2,800,185 Costs and expenses Cost of sales, excluding depreciation 2,439,388 63,970 308,695 (366,070 ) 2,445,983 Operating expenses, excluding depreciation (372 ) 294,034 2,977 — 296,639 General and administrative expenses 28,697 6,851 (2,279 ) — 33,269 Depreciation and amortization expense 1,697 50,742 1,854 — 54,293 2,469,410 415,597 311,247 (366,070 ) 2,830,184 Income (loss) from operations 326,506 (365,978 ) 9,473 — (29,999 ) Other income (expenses) Equity in earnings (loss) of subsidiaries (392,593 ) — — 392,593 — Change in fair value of catalyst leases — (2,885 ) — — (2,885 ) Interest expense, net (32,341 ) (358 ) (572 ) — (33,271 ) Income (loss) before income taxes (98,428 ) (369,221 ) 8,901 392,593 (66,155 ) Income tax expense — — 32,273 — 32,273 Net income (loss) (98,428 ) (369,221 ) (23,372 ) 392,593 (98,428 ) Less: net income attributable to noncontrolling interests 303 303 — (303 ) 303 Net income (loss) attributable to PBF Holding Company LLC $ (98,731 ) $ (369,524 ) $ (23,372 ) $ 392,896 $ (98,731 ) Comprehensive income (loss) attributable to PBF Holding Company LLC $ (98,109 ) $ (369,524 ) $ (23,372 ) $ 392,896 $ (98,109 ) |
Condensed Consolidating Statement of Cash Flow | CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Three Months Ended March 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ (65,540 ) $ (365,129 ) $ (553 ) $ 365,682 $ (65,540 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: Depreciation and amortization 3,914 52,054 1,901 — 57,869 Stock-based compensation — 5,345 — — 5,345 Change in fair value of catalyst leases — 2,588 — — 2,588 Deferred income taxes — — (38 ) — (38 ) Non-cash lower of cost or market inventory adjustment 16,039 — — — 16,039 Non-cash change in inventory repurchase obligations (23,124 ) — — — (23,124 ) Pension and other post-retirement benefit costs 1,651 8,909 — — 10,560 Undistributed earnings of equity method investee — — (174 ) — (174 ) Loss on sale of assets — 883 — — 883 Equity in earnings of subsidiaries 365,129 553 — (365,682 ) — Changes in operating assets and liabilities: Accounts receivable 21,546 1,136 (15,192 ) — 7,490 Due to/from affiliates (580,598 ) 520,234 51,783 — (8,581 ) Inventories (213,072 ) — (25,365 ) — (238,437 ) Prepaid expenses and other current assets 992 (29,222 ) (69 ) — (28,299 ) Accounts payable (160,331 ) (25,872 ) (4,073 ) 1,463 (188,813 ) Accrued expenses 196,138 (14,993 ) 1,994 — 183,139 Deferred revenue (9,575 ) (26 ) 12 — (9,589 ) Other assets and liabilities (14,962 ) (7,752 ) (3,228 ) — (25,942 ) Net cash (used in) provided by operations (461,793 ) 148,708 6,998 1,463 (304,624 ) Cash flows from investing activities: Expenditures for property, plant and equipment (527 ) (94,955 ) (194 ) — (95,676 ) Expenditures for deferred turnaround costs — (64,371 ) — — (64,371 ) Expenditures for other assets — (14,847 ) — — (14,847 ) Net cash used in investing activities (527 ) (174,173 ) (194 ) — (174,894 ) Cash flows from financing activities: Contributions from PBF LLC 72,000 — — — 72,000 Repayments of PBF Rail term loan — — (1,642 ) — (1,642 ) Proceeds from revolver borrowings 200,000 — — — 200,000 Repayment of revolver borrowings (200,000 ) — — — (200,000 ) Due to/from affiliates (5,453 ) 5,453 — — — Net cash provided by (used in) financing activities 66,547 5,453 (1,642 ) — 70,358 Net (decrease) increase in cash and cash equivalents (395,773 ) (20,012 ) 5,162 1,463 (409,160 ) Cash and cash equivalents, beginning of period 530,085 56,717 41,366 (1,463 ) 626,705 Cash and cash equivalents, end of period $ 134,312 $ 36,705 $ 46,528 $ — $ 217,545 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Three Months Ended March 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ (98,428 ) $ (369,221 ) $ (23,372 ) $ 392,593 $ (98,428 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: Depreciation and amortization 3,884 50,700 1,948 — 56,532 Stock-based compensation — 2,621 — — 2,621 Change in fair value of catalyst leases — 2,885 — — 2,885 Deferred income taxes — — 31,487 — 31,487 Non-cash change in inventory repurchase obligations — 35,147 — — 35,147 Non-cash lower of cost of market inventory adjustment (78,159 ) 19,096 — — (59,063 ) Pension and other post-retirement benefit costs 1,732 5,948 — — 7,680 Equity in earnings of subsidiaries 392,593 — — (392,593 ) — Changes in operating assets and liabilities: Accounts receivable (97,973 ) 6,717 4,491 — (86,765 ) Due to/from affiliates (412,569 ) 416,735 (3,420 ) — 746 Inventories 55,526 (28,387 ) (23,104 ) — 4,035 Prepaid expense and other current assets (6,227 ) (22,016 ) 101 — (28,142 ) Accounts payable 35,441 37,120 (577 ) 982 72,966 Accrued expenses (119 ) (3,661 ) 21,947 — 18,167 Deferred revenue (889 ) — — — (889 ) Other assets and liabilities (41 ) (3,511 ) 1,352 — (2,200 ) Net cash provided by (used in) operations (205,229 ) 150,173 10,853 982 (43,221 ) Cash flows from investing activities: Expenditures for property, plant and equipment (5,466 ) (37,260 ) (5 ) — (42,731 ) Expenditures for deferred turnaround costs — (82,747 ) — — (82,747 ) Expenditures for other assets — (17,163 ) — — (17,163 ) Chalmette Acquisition working capital settlement — (2,659 ) — — (2,659 ) Net cash used in investing activities (5,466 ) (139,829 ) (5 ) — (145,300 ) Cash flows from financing activities: Distributions to members (30,829 ) — — — (30,829 ) Repayment of affiliate notes payable (517 ) — — — (517 ) Net cash used in financing activities (31,346 ) — — — (31,346 ) Net increase (decrease) in cash and cash equivalents (242,041 ) 10,344 10,848 982 (219,867 ) Cash and cash equivalents, beginning of period 882,820 6,236 28,968 (3,275 ) 914,749 Cash and cash equivalents, end of period $ 640,779 $ 16,580 $ 39,816 $ (2,293 ) $ 694,882 |
DESCRIPTION OF THE BUSINESS A28
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017USD ($)segment | Mar. 31, 2016USD ($) | Dec. 31, 2016 | |
Description of Business [Line Items] | |||
Number of Reportable Segments | segment | 1 | ||
Less: net income attributable to noncontrolling interests | $ 113 | $ 303 | |
Income tax expense | $ 434 | $ 32,273 | |
PBF Energy [Member] | Class A Common Stock [Member] | |||
Description of Business [Line Items] | |||
Percentage of ownership in PBF LLC | 96.60% | 96.50% | |
Torrance Valley Pipeline Company [Member] | |||
Description of Business [Line Items] | |||
Ownership percentage | 50.00% |
ACQUISITIONS Purchase Price (De
ACQUISITIONS Purchase Price (Details) $ in Thousands | Jul. 01, 2016USD ($)refinery | Jun. 30, 2016refinery |
Business Acquisition [Line Items] | ||
Number Of Operating Refineries | refinery | 5 | 4 |
Torrance Refinery [Member] | ||
Business Acquisition [Line Items] | ||
Gross purchase price | $ 537,500 | |
Working capital | 450,582 | |
Post close purchase price adjustments | 16,150 | |
Consideration transferred | $ 971,932 |
ACQUISITIONS Acquired assets an
ACQUISITIONS Acquired assets and liabilities (Details) - Torrance Refinery [Member] $ in Thousands | Jul. 01, 2016USD ($) |
Business Acquisition [Line Items] | |
Inventories | $ 404,542 |
Prepaid expenses and other current assets | 1,186 |
Property, plant and equipment | 703,443 |
Deferred charges and other assets, net | 68,053 |
Accounts payable | (2,688) |
Accrued expenses | (64,137) |
Other long-term liabilities | (138,467) |
Fair value of net assets acquired | $ 971,932 |
ACQUISITIONS Proforma informati
ACQUISITIONS Proforma information for acquisition (Details) - Torrance Refinery [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Business Acquisition [Line Items] | |
Pro forma revenues | $ 3,339,691 |
Pro forma net income attributable to PBF Holding Company LLC. | $ (200,167) |
ACQUISITIONS Other details for
ACQUISITIONS Other details for acquisition (Details) - USD ($) $ in Thousands | Jul. 01, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Nov. 01, 2015 |
Business Acquisition [Line Items] | ||||
Acquisition related costs | $ 372 | $ 4,724 | ||
Torrance Refinery [Member] | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 521,350 | |||
Working capital | $ 450,582 | |||
Chalmette Refining L.L.C. [Member] | PBF Energy Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage | 100.00% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Inventory [Line Items] | |||||
Crude oil and feedstocks | $ 1,333,336 | $ 1,102,007 | |||
Refined products and blendstocks | 1,272,490 | 1,267,861 | |||
Warehouse stock and other | 92,159 | 89,680 | |||
Inventory, Gross | 2,697,985 | 2,459,548 | |||
Lower of cost or market adjustment | (612,027) | $ 1,058,273 | (595,988) | $ 595,988 | $ 1,117,336 |
Inventories | 2,085,958 | 1,863,560 | |||
Operating Income (Loss) | 31,862 | 29,999 | |||
Titled Inventory [Member] | |||||
Inventory [Line Items] | |||||
Crude oil and feedstocks | 1,333,336 | 1,102,007 | |||
Refined products and blendstocks | 920,573 | 915,397 | |||
Warehouse stock and other | 92,159 | 89,680 | |||
Inventory, Gross | 2,346,068 | 2,107,084 | |||
Lower of cost or market adjustment | (513,090) | (492,415) | |||
Inventories | 1,832,978 | 1,614,669 | |||
Inventory Supply and Offtake Arrangements [Member] | |||||
Inventory [Line Items] | |||||
Crude oil and feedstocks | 0 | 0 | |||
Refined products and blendstocks | 351,917 | 352,464 | |||
Warehouse stock and other | 0 | 0 | |||
Inventory, Gross | 351,917 | 352,464 | |||
Lower of cost or market adjustment | (98,937) | (103,573) | |||
Inventories | 252,980 | $ 248,891 | |||
Scenario, Adjustment [Member] | |||||
Inventory [Line Items] | |||||
Operating Income (Loss) | $ (16,039) | $ 59,063 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accrued Expenses: | ||
Inventory-related accruals | $ 797,959 | $ 810,027 |
Inventory intermediation arrangements | 233,289 | 225,524 |
Renewable energy credit and emissions obligations | 182,328 | 70,158 |
Accrued transportation costs | 80,882 | 89,830 |
Refinery Operating Accruals | 38,285 | 28,670 |
Excise and sales tax payable | 98,524 | 86,046 |
Accrued utilities | 35,563 | 44,190 |
Accrued interest | 24,091 | 28,934 |
Accrued salaries and benefits | 13,513 | 17,466 |
Accrued capital expenditures | 21,942 | 33,610 |
Customer deposits | 21,758 | 9,215 |
Environmental liabilities | 9,538 | 8,882 |
Other | 42,408 | 10,177 |
Total accrued expenses | $ 1,600,080 | $ 1,462,729 |
INCOME TAXES Income Taxes (Deta
INCOME TAXES Income Taxes (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015subsidiary | |
Income Taxes [Line Items] | |||
Number Of Subsidiaries Acquired | subsidiary | 2 | ||
Deferred income taxes | $ (38) | $ 31,487 | |
Income tax expense | 434 | 32,273 | |
Collins Pipeline Company And T&M Terminal Company [Member] | |||
Income Taxes [Line Items] | |||
Income tax expense | 224 | 799 | |
PBF Energy Limited [Member] | |||
Income Taxes [Line Items] | |||
Income tax expense | $ (210) | 31,474 | |
Restatement Adjustment [Member] | Prior period error correction [Member] | PBF Energy Limited [Member] | |||
Income Taxes [Line Items] | |||
Current Income Tax Expense (Benefit) | 121 | ||
Deferred income taxes | $ 30,602 |
AFFILIATE NOTE PAYABLE (Details
AFFILIATE NOTE PAYABLE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Affiliate notes payable | $ 0 | $ 86,298 | |
Forgiveness of related party debt | $ 86,298 | $ 0 | $ 379,947 |
Notes Payable, Other Payables [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 2.50% | ||
Debt instrument, term | 5 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Nov. 01, 2017bblrenewal | Feb. 15, 2017renewal | Nov. 01, 2016bbl / d | Aug. 31, 2016bbl / dbblrenewal | Apr. 29, 2016bbl / dterminal | May 15, 2015renewal | May 14, 2015bbl / d | Dec. 11, 2014bbl / dbblrenewal | Oct. 01, 2014bbl / d | Sep. 30, 2014renewal | May 14, 2014bbl / drenewal | Sep. 01, 2011 | Mar. 31, 2017USD ($)renewal | Mar. 31, 2016USD ($) | Dec. 31, 2016 |
Related Party Transaction [Line Items] | |||||||||||||||
Number of Contract Renewals | renewal | 2 | ||||||||||||||
Term of Renewal | 5 years | ||||||||||||||
Torrance Valley Pipeline Transportation Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Number of Contract Renewals | renewal | 2 | ||||||||||||||
Term of Renewal | 5 years | ||||||||||||||
Torrance Valley Pipeline Transportation Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Term of Agreement | 10 years | ||||||||||||||
DCR Terminaling Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Term of Agreement | 7 years 8 months | ||||||||||||||
Number of Contract Renewals | renewal | 2 | ||||||||||||||
Term of Renewal | 5 years | ||||||||||||||
Delaware City Products Pipeline - Magellan [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Term of Agreement | 2 years 5 months | ||||||||||||||
East Coast Terminals [Member] | East Coast Terminals commercial agreements [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Number Of Refined Product Terminals Acquired | terminal | 4 | ||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 15,000 | ||||||||||||||
Delaware Truck Loading Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Term of Agreement | 10 years 8 months | ||||||||||||||
Number of Contract Renewals | renewal | 2 | ||||||||||||||
Term of Renewal | 5 years | ||||||||||||||
Toledo Terminaling Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Term of Agreement | 7 years 8 months | ||||||||||||||
Number of Contract Renewals | renewal | 2 | ||||||||||||||
Term of Renewal | 5 years | ||||||||||||||
West Ladder Rack Terminaling Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Term of Agreement | 7 years 3 months | ||||||||||||||
Number of Contract Renewals | renewal | 2 | ||||||||||||||
Term of Renewal | 5 years | ||||||||||||||
Toledo Tank Farm Storage and Terminaling Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Term of Agreement | 10 years | ||||||||||||||
Number of Contract Renewals | renewal | 2 | ||||||||||||||
Term of Renewal | 5 years | ||||||||||||||
Delaware City Pipeline Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Term of Agreement | 10 years 8 months | ||||||||||||||
Number of Contract Renewals | renewal | 2 | ||||||||||||||
Term of Renewal | 5 years | ||||||||||||||
Toledo Tank Farm Storage and Terminaling Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Term of Agreement | 20 years | ||||||||||||||
Number of Contract Renewals | renewal | 2 | ||||||||||||||
Term of Renewal | 10 years | ||||||||||||||
Paulsboro Natural Gas Pipeline Transportation Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Term of Agreement | 15 years | ||||||||||||||
PBFX Operating Company LP [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party transaction, amounts of transaction | $ | $ 11,600,000 | ||||||||||||||
PBF Logistics LP [Member] | Cost of Sales [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party transaction, amounts of transaction | $ | 56,202,000 | $ 36,549,000 | |||||||||||||
PBF Logistics LP [Member] | General and Administrative Expense [Member] | Omnibus Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party transaction, amounts of transaction | $ | 1,654,000 | 844,000 | |||||||||||||
PBF Logistics LP [Member] | General and Administrative Expense [Member] | Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party transaction, amounts of transaction | $ | 1,618,000 | $ 1,122,000 | |||||||||||||
PBF Logistics LP [Member] | Delaware City Products Pipeline [Member] | Delaware City Pipeline Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 50,000 | ||||||||||||||
PBF Logistics LP [Member] | Delaware City Products Pipeline - Magellan [Member] | Delaware City Pipeline Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 14,500 | ||||||||||||||
PBF Logistics LP [Member] | Torrance Valley Pipeline - North [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 50,000 | ||||||||||||||
PBF Logistics LP [Member] | Torrance Valley Pipeline - South [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 70,000 | ||||||||||||||
PBF Logistics LP [Member] | Torrance Valley Pipeline - Midway Tank [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | 55,000 | ||||||||||||||
PBF Logistics LP [Member] | Torrance Valley Pipeline - Belridge Tanks [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 770,000 | ||||||||||||||
PBF Logistics LP [Member] | Torrance Valley Pipeline - Emidio Tanks [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 900,000 | ||||||||||||||
PBF Logistics LP [Member] | Delaware City Rail Unloading Terminal [Member] | DCR Terminaling Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 85,000 | ||||||||||||||
PBF Logistics LP [Member] | Toledo Truck Unloading Terminal [Member] | Toledo Terminaling Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 5,500 | ||||||||||||||
PBF Logistics LP [Member] | Delaware City West Heavy Crude Unloading Rack [Member] | West Ladder Rack Terminaling Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 40,000 | ||||||||||||||
PBF Logistics LP [Member] | Toledo Tank Farm [Member] | Toledo Tank Farm Storage and Terminaling Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 4,400 | ||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | 3,849,271 | ||||||||||||||
PBF LLC [Member] | Fourth Amended and Restated Omnibus Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party transaction, annual fee | $ | 6,900,000 | ||||||||||||||
PBF LLC [Member] | Fifth Amended and Restated O&M Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party transaction, annual fee | $ | $ 6,696,000 | ||||||||||||||
Refined Clean Product [Member] | PBF Logistics LP [Member] | Delaware City Truck Rack [Member] | Delaware City Terminaling Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 30,000 | ||||||||||||||
LPGs [Member] | PBF Logistics LP [Member] | Delaware City Truck Rack [Member] | Delaware City Terminaling Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 5,000 | ||||||||||||||
Minimum [Member] | East Coast Terminals [Member] | East Coast Terminals commercial agreements [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Term of Agreement | 3 months | ||||||||||||||
Maximum [Member] | East Coast Terminals [Member] | East Coast Terminals commercial agreements [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Term of Agreement | 5 years | ||||||||||||||
Torrance Valley Pipeline Company [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Ownership percentage | 50.00% | ||||||||||||||
Subsequent Event [Member] | Chalmette Storage Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Term of Agreement | 10 years | ||||||||||||||
Number of Contract Renewals | renewal | 2 | ||||||||||||||
Term of Renewal | 5 years | ||||||||||||||
Subsequent Event [Member] | PBF Logistics LP [Member] | Chalmette Storage Tank [Member] | Chalmette Storage Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | 625,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) gallon in Millions | Mar. 10, 2017USD ($) | Feb. 14, 2017USD ($) | Jan. 13, 2017group | Oct. 13, 2016USD ($) | Jul. 01, 2016USD ($) | Mar. 01, 2011 | Feb. 03, 2011USD ($) | Feb. 28, 2017USD ($) | Nov. 30, 2016 | Mar. 31, 2017USD ($)ppm | Dec. 31, 2016USD ($) | Dec. 31, 2014locationgallonshipment | Dec. 31, 2010ppm |
Loss Contingencies [Line Items] | |||||||||||||
Percent of tax benefit received from increases in tax basis paid to stockholders | 85.00% | ||||||||||||
Number Of Days Barge Shipments Made | 15 days | ||||||||||||
PBF Energy [Member] | Class A Common Stock [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Percentage of ownership in PBF LLC | 96.60% | 96.50% | |||||||||||
Environmental Issue [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Environmental liability | $ 11,454,000 | $ 10,792,000 | |||||||||||
Discount rate used for environmental liability assessment | 8.00% | ||||||||||||
Maximum amount of sulfur allowed in heating oil (in ppm) | ppm | 10 | ||||||||||||
Public Utilities, Description of Specific Regulatory Liabilities | 80 | ||||||||||||
Loss Contingency, Number Of Environmental Groups Appealing Permits | group | 2 | ||||||||||||
Environmental Issue [Member] | PBF Energy and Valero [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Term of insurance policies | 10 years | ||||||||||||
Environmental Issue [Member] | Sunoco, Inc. [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss Contingency Accrual, Insurance-Related Assessment, Expiration Of Liability Period | 20 years | ||||||||||||
Environmental Issue [Member] | Torrance Refinery [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Environmental liability | $ 140,417,000 | $ 142,456,000 | |||||||||||
Term of insurance policies | 10 years | ||||||||||||
Environmental Issue [Member] | New York [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Maximum amount of sulfur allowed in heating oil (in ppm) | ppm | 15 | ||||||||||||
Environmental Issue [Member] | PENNSYLVANIA | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Maximum amount of sulfur allowed in heating oil (in ppm) | ppm | 500 | ||||||||||||
Cellulosic Standard [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Renewable Fuels Standard Requirements Increase | 135.00% | ||||||||||||
Advanced Renewable Identification Number Requirements [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Renewable Fuels Standard Requirements Increase | 7.00% | ||||||||||||
Total Renewable Identification Number Requirements [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Renewable Fuels Standard Requirements Increase | 3.00% | ||||||||||||
Chalmette Refinery [Member] | Environmental Issue [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Environmental Costs Recognized, Recovery Credited to Expense | $ 3,936,000 | ||||||||||||
Term of insurance policies | 10 years | ||||||||||||
Accrual For Environmental Loss Contingencies, Expected Payment Period | 30 years | ||||||||||||
Environmental Insurance Policies Coverage | $ 100,000,000 | ||||||||||||
Maximum [Member] | Environmental Issue [Member] | Valero [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Site Contingency, Loss Exposure Not Accrued, Best Estimate | 20,000,000 | ||||||||||||
Maximum [Member] | Environmental Issue [Member] | PBF Energy and Valero [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Site Contingency, Loss Exposure Not Accrued, Best Estimate | 75,000,000 | ||||||||||||
Maximum [Member] | Environmental Issue [Member] | Torrance Refinery [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Site Contingency, Loss Exposure Not Accrued, Best Estimate | $ 100,000,000 | ||||||||||||
East Coast Terminals [Member] | Minimum [Member] | East Coast Terminals commercial agreements [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Term of Agreement | 3 months | ||||||||||||
East Coast Terminals [Member] | Maximum [Member] | East Coast Terminals commercial agreements [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Term of Agreement | 5 years | ||||||||||||
Louisiana Department of Environmental Quality [Member] | Pending Litigation [Member] | Environmental Remediation Contingency [Domain] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss Contingency, Damages Sought, Value | $ 700,000 | ||||||||||||
DNREC [Member] | Pending Litigation [Member] | Environmental Remediation Contingency [Domain] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss Contingency, Damages Sought, Value | $ 0 | ||||||||||||
Number Of Barge Shipments | shipment | 17 | ||||||||||||
Number Of Gallons Of Crude Oil | gallon | 35.7 | ||||||||||||
Number Of Violated Locations | location | 3 | ||||||||||||
Clean Air Act [Member] | Pending Litigation [Member] | Environmental Remediation Contingency [Domain] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss Contingency, Damages Sought, Value | $ 180,000 | ||||||||||||
New Jersey Department Of Environmental Protection Vs. Paulsboro refinery [Member] | Pending Litigation [Member] | Environmental Remediation Contingency [Domain] | Paulsboro Refining Company LLC [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss Contingency, Damages Sought, Value | $ 313,000 | ||||||||||||
New Jersey Department Of Environmental Protection Vs. Paulsboro refinery [Member] | Pending Litigation [Member] | Supplemental Environmental Project [Member] | Paulsboro Refining Company LLC [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss Contingency, Damages Sought, Value | 153,000 | ||||||||||||
New Jersey Department Of Environmental Protection Vs. Paulsboro refinery [Member] | Pending Litigation [Member] | Balance Payable Upon Unfavorable Regulatory Action [Member] | Paulsboro Refining Company LLC [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss Contingency, Damages Sought, Value | $ 160,000 | ||||||||||||
SCAQMD [Member] | Pending Litigation [Member] | Environmental Remediation Contingency [Domain] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss Contingency, Damages Sought, Value | $ 100,000 | ||||||||||||
Environmental Protection Agency [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Payment Of Penalties | $ 550,000 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Pension Plan, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 10,143 | $ 7,340 |
Interest cost | 1,084 | 776 |
Expected return on plan assets | (1,442) | (1,106) |
Amortization of prior service cost | 13 | 13 |
Amortization of actuarial loss (gain) | 113 | 194 |
Net periodic benefit cost | 9,911 | 7,217 |
Post Retirement Medical Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 316 | 220 |
Interest cost | 172 | 134 |
Amortization of prior service cost | 161 | 109 |
Amortization of actuarial loss (gain) | 0 | 0 |
Net periodic benefit cost | $ 649 | $ 463 |
FAIR VALUE MEASUREMENTS (Measur
FAIR VALUE MEASUREMENTS (Measured on Recurring Basis) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Defined Benefit Plan, Fair Value of Plan Assets | $ 9,513 | $ 9,440 |
Catalyst lease [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, Collateral, Right to Reclaim Cash | 0 | 0 |
Catalyst lease obligations | 48,558 | 45,969 |
Catalyst lease [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Catalyst lease obligations | 0 | 0 |
Catalyst lease [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Catalyst lease obligations | 48,558 | 45,969 |
Catalyst lease [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Catalyst lease obligations | 0 | 0 |
Commodity contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 16,422 | 4,491 |
Derivative, Collateral, Right to Reclaim Cash | (16,422) | (983) |
Derivative Liability | 0 | 3,508 |
Commodity contract [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 13,132 | |
Derivative Liability | 859 | |
Commodity contract [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 3,290 | |
Derivative Liability | 3,548 | |
Commodity contract [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 0 | |
Derivative Liability | 84 | |
Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 30,663 | 342,837 |
Money market funds [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 30,663 | 342,837 |
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 |
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 |
Commodity contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 18,270 | 983 |
Derivative assets, Effect of Counter-party Netting | (16,422) | (983) |
Derivative assets, Net Carrying Value on Balance Sheet | 1,848 | 0 |
Commodity contract [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 17,980 | |
Derivative assets, Net Carrying Value on Balance Sheet | 948 | |
Commodity contract [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 290 | |
Derivative assets, Net Carrying Value on Balance Sheet | 35 | |
Commodity contract [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 0 | |
Derivative assets, Net Carrying Value on Balance Sheet | 0 | |
Derivatives included with intermediation agreement obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 29,182 | 6,058 |
Derivative assets, Effect of Counter-party Netting | 0 | 0 |
Derivative assets, Net Carrying Value on Balance Sheet | 29,182 | 6,058 |
Derivatives included with intermediation agreement obligations [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 0 | |
Derivative assets, Net Carrying Value on Balance Sheet | 0 | |
Derivatives included with intermediation agreement obligations [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 29,182 | |
Derivative assets, Net Carrying Value on Balance Sheet | 6,058 | |
Derivatives included with intermediation agreement obligations [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | $ 0 | |
Derivative assets, Net Carrying Value on Balance Sheet | $ 0 |
FAIR VALUE MEASUREMENTS (Change
FAIR VALUE MEASUREMENTS (Change in Fair Value at Level 3) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward] | ||
Transfers into Level 3 | $ 0 | |
Commodity Contract [Member] | ||
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward] | ||
Balance at beginning of period | $ (84,000) | 3,543,000 |
Purchases | 0 | 0 |
Settlements | 45,000 | (256,000) |
Unrealized loss included in earnings | 39,000 | (1,372,000) |
Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | 0 | 0 |
Balance at end of period | $ 0 | $ 1,915,000 |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value and Carrying Value of Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying value | $ 1,603,105 | $ 1,601,836 |
Long-term debt, Fair value | 1,631,159 | 1,625,868 |
Current portion of long-term debt | 0 | 0 |
Long-Term Debt And Capital Lease Obligations, Current, Fair Value Disclosure | 0 | 0 |
Unamortized Debt Issuance Expense | 23,419 | 25,277 |
Long-term debt | 1,579,686 | 1,576,559 |
Long-term debt, excluding current maturities, Fair value | 1,631,159 | 1,625,868 |
Senior secured notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying value | 671,189 | 670,867 |
Long-term debt, Fair value | 692,332 | 696,098 |
Long-term Line of Credit | 350,000 | 350,000 |
Lines of Credit, Fair Value Disclosure | 350,000 | 350,000 |
2023 Senior Secured Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, Fair value | 506,911 | 498,801 |
Long-term debt | 500,000 | 500,000 |
Rail Facility [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Line of Credit | 33,358 | 35,000 |
Lines of Credit, Fair Value Disclosure | 33,358 | 35,000 |
Catalyst lease [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying value | 48,558 | 45,969 |
Long-term debt, Fair value | $ 48,558 | $ 45,969 |
DERIVATIVES (Narrative) (Detail
DERIVATIVES (Narrative) (Details) | 3 Months Ended | ||
Mar. 31, 2017USD ($)bbl | Mar. 31, 2016USD ($) | Dec. 31, 2016bbl | |
Derivative [Line Items] | |||
Loss on fair value hedge ineffectiveness | $ | $ 0 | $ 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 | 3,471,786 | 2,942,348 | |
Crude Oil Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, notional amount, volume | 14,845,000 | 5,950,000 | |
Refined Product Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, notional amount, volume | 6,714,000 | 2,831,000 |
DERIVATIVES (Fair Value of Deri
DERIVATIVES (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | Accrued Expenses [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset/(Liability) | $ 29,182 | $ 6,058 |
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accounts Receivable [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset/(Liability) | $ 1,848 | $ 3,508 |
DERIVATIVES (Gain (Loss) Recogn
DERIVATIVES (Gain (Loss) Recognized in Income) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (Loss) on Fair Value Hedge Ineffectiveness, Net | $ 0 | $ 0 |
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | Cost of Sales [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain or (Loss) Recognized in Income on Derivatives | 23,124,000 | (35,146,000) |
Designated as Hedging Instrument [Member] | Intermediates and Refined Products Inventory [Member] | Cost of Sales [Member] | Fair Value Hedging [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain or (Loss) Recognized in Income on Derivatives | (23,124,000) | 35,146,000 |
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Cost of Sales [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain or (Loss) Recognized in Income on Derivatives | $ 391,000 | $ (19,953,000) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | May 04, 2017$ / shares |
PBF Energy [Member] | Subsequent Event [Member] | Class A Common Stock [Member] | |
Subsequent Event [Line Items] | |
Dividends declared per share | $ 0.3 |
CONDENSED CONSOLIDATING FINAN47
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2017 | |
PBF Services Company [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
Delaware City Refining Company LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
Delaware Pipeline Company LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
PBF Power Marketing LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
Paulsboro Refining Company LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
Paulsboro Natural Gas Pipeline Company LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
Toledo Refining Company LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
Investments LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Percentage of ownership in subsidiaries | 100.00% |
Torrance Valley Pipeline Company [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership percentage | 50.00% |
CONDENSED CONSOLIDATING FINAN48
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Balance Sheet) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 217,545 | $ 626,705 | $ 694,882 | $ 914,749 |
Accounts receivable | 608,391 | 615,881 | ||
Accounts receivable - affiliate | 20,159 | 7,631 | ||
Affiliate note receivable | 11,600 | 0 | ||
Inventories | 2,085,958 | 1,863,560 | ||
Prepaid expense and other current assets | 68,835 | 40,536 | ||
Due from related party | 0 | 0 | ||
Total current assets | 3,012,488 | 3,154,313 | ||
Property, plant and equipment, net | 2,745,377 | 2,728,699 | ||
Investment in subsidiaries | 0 | 0 | ||
Investment in equity method investee | 180,056 | 179,882 | ||
Deferred charges and other assets, net | 605,451 | 504,003 | ||
Total assets | 6,543,372 | 6,566,897 | ||
Current liabilities: | ||||
Accounts payable | 373,262 | 530,365 | ||
Accounts payable - affiliate | 30,003 | 37,863 | ||
Accrued expenses | 1,600,080 | 1,462,729 | ||
Current portion of long-term debt | 0 | 0 | ||
Deferred revenue | 2,751 | 12,340 | ||
Due to related parties | 0 | 0 | ||
Total current liabilities | 2,006,096 | 2,043,297 | ||
Delaware Economic Development Authority loan | 0 | |||
Long-term debt | 1,579,686 | 1,576,559 | ||
Affiliate notes payable | 0 | 86,298 | ||
Deferred tax liabilities | 45,661 | 45,699 | ||
Other long-term liabilities | 226,712 | 226,111 | ||
Total liabilities | 3,858,155 | 3,977,964 | ||
Commitments and contingencies | ||||
Equity: | ||||
Member’s equity | 2,317,366 | 2,155,863 | ||
Retained earnings / (Accumulated deficit) | 380,866 | 446,519 | ||
Accumulated other comprehensive loss | (25,641) | (25,962) | ||
Total PBF Holding Company LLC equity | 2,672,591 | 2,576,420 | ||
Noncontrolling interest | 12,626 | 12,513 | ||
Total equity | 2,685,217 | 2,588,933 | ||
Total liabilities and equity | 6,543,372 | 6,566,897 | ||
Issuer [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 134,312 | 530,085 | 640,779 | 882,820 |
Accounts receivable | 577,601 | 599,147 | ||
Accounts receivable - affiliate | 652 | 2,432 | ||
Affiliate note receivable | 0 | |||
Inventories | 1,877,091 | 1,680,058 | ||
Prepaid expense and other current assets | 26,453 | 27,443 | ||
Due from related party | 25,381,354 | 24,141,120 | ||
Total current assets | 27,997,463 | 26,980,285 | ||
Property, plant and equipment, net | 31,859 | 33,772 | ||
Investment in subsidiaries | 340,774 | 705,034 | ||
Investment in equity method investee | 0 | 0 | ||
Deferred charges and other assets, net | 32,393 | 12,317 | ||
Total assets | 28,402,489 | 27,731,408 | ||
Current liabilities: | ||||
Accounts payable | 199,929 | 360,260 | ||
Accounts payable - affiliate | 30,030 | 37,077 | ||
Accrued expenses | 1,286,243 | 1,094,581 | ||
Deferred revenue | 1,326 | 10,901 | ||
Due to related parties | 22,670,320 | 22,027,065 | ||
Total current liabilities | 24,187,848 | 23,529,884 | ||
Delaware Economic Development Authority loan | 0 | |||
Long-term debt | 1,498,238 | 1,496,085 | ||
Affiliate notes payable | 86,298 | |||
Deferred tax liabilities | 0 | 0 | ||
Other long-term liabilities | 31,186 | 30,208 | ||
Total liabilities | 25,717,272 | 25,142,475 | ||
Commitments and contingencies | ||||
Equity: | ||||
Member’s equity | 2,317,366 | 2,155,863 | ||
Retained earnings / (Accumulated deficit) | 380,866 | 446,519 | ||
Accumulated other comprehensive loss | (25,641) | (25,962) | ||
Total PBF Holding Company LLC equity | 2,672,591 | 2,576,420 | ||
Noncontrolling interest | 12,626 | 12,513 | ||
Total equity | 2,685,217 | 2,588,933 | ||
Total liabilities and equity | 28,402,489 | 27,731,408 | ||
Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 36,705 | 56,717 | 16,580 | 6,236 |
Accounts receivable | 6,863 | 7,999 | ||
Accounts receivable - affiliate | 18,908 | 4,504 | ||
Affiliate note receivable | 11,600 | |||
Inventories | 0 | 0 | ||
Prepaid expense and other current assets | 42,153 | 12,933 | ||
Due from related party | 22,185,000 | 21,883,569 | ||
Total current assets | 22,301,229 | 21,965,722 | ||
Property, plant and equipment, net | 2,472,462 | 2,452,877 | ||
Investment in subsidiaries | 436,400 | 440,377 | ||
Investment in equity method investee | 0 | 0 | ||
Deferred charges and other assets, net | 573,058 | 491,673 | ||
Total assets | 25,783,149 | 25,350,649 | ||
Current liabilities: | ||||
Accounts payable | 163,115 | 157,277 | ||
Accounts payable - affiliate | 68 | 786 | ||
Accrued expenses | 145,614 | 201,935 | ||
Deferred revenue | 1,412 | 1,438 | ||
Due to related parties | 24,878,148 | 24,031,520 | ||
Total current liabilities | 25,188,357 | 24,392,956 | ||
Delaware Economic Development Authority loan | 0 | |||
Long-term debt | 48,503 | 45,908 | ||
Affiliate notes payable | 0 | |||
Deferred tax liabilities | 0 | 0 | ||
Other long-term liabilities | 192,056 | 192,204 | ||
Total liabilities | 25,428,916 | 24,631,068 | ||
Commitments and contingencies | ||||
Equity: | ||||
Member’s equity | 1,714,778 | 1,714,997 | ||
Retained earnings / (Accumulated deficit) | (1,364,935) | (999,693) | ||
Accumulated other comprehensive loss | (8,236) | (8,236) | ||
Total PBF Holding Company LLC equity | 341,607 | 707,068 | ||
Noncontrolling interest | 12,626 | 12,513 | ||
Total equity | 354,233 | 719,581 | ||
Total liabilities and equity | 25,783,149 | 25,350,649 | ||
Non-Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 46,528 | 41,366 | 39,816 | 28,968 |
Accounts receivable | 23,927 | 8,735 | ||
Accounts receivable - affiliate | 599 | 695 | ||
Affiliate note receivable | 0 | |||
Inventories | 208,867 | 183,502 | ||
Prepaid expense and other current assets | 229 | 160 | ||
Due from related party | 5,190,264 | 4,692,799 | ||
Total current assets | 5,470,414 | 4,927,257 | ||
Property, plant and equipment, net | 241,056 | 242,050 | ||
Investment in subsidiaries | 0 | 0 | ||
Investment in equity method investee | 180,056 | 179,882 | ||
Deferred charges and other assets, net | 0 | 13 | ||
Total assets | 5,891,526 | 5,349,202 | ||
Current liabilities: | ||||
Accounts payable | 10,218 | 14,291 | ||
Accounts payable - affiliate | (95) | 0 | ||
Accrued expenses | 168,223 | 166,213 | ||
Deferred revenue | 13 | 1 | ||
Due to related parties | 5,208,150 | 4,658,903 | ||
Total current liabilities | 5,386,509 | 4,839,408 | ||
Delaware Economic Development Authority loan | 0 | |||
Long-term debt | 32,945 | 34,566 | ||
Affiliate notes payable | 0 | |||
Deferred tax liabilities | 45,661 | 45,699 | ||
Other long-term liabilities | 3,470 | 3,699 | ||
Total liabilities | 5,468,585 | 4,923,372 | ||
Commitments and contingencies | ||||
Equity: | ||||
Member’s equity | 371,731 | 374,067 | ||
Retained earnings / (Accumulated deficit) | 51,210 | 51,763 | ||
Accumulated other comprehensive loss | 0 | 0 | ||
Total PBF Holding Company LLC equity | 422,941 | 425,830 | ||
Noncontrolling interest | 0 | 0 | ||
Total equity | 422,941 | 425,830 | ||
Total liabilities and equity | 5,891,526 | 5,349,202 | ||
Consolidation, Eliminations [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | (1,463) | $ (2,293) | $ (3,275) |
Accounts receivable | 0 | 0 | ||
Accounts receivable - affiliate | 0 | 0 | ||
Affiliate note receivable | 0 | |||
Inventories | 0 | 0 | ||
Prepaid expense and other current assets | 0 | 0 | ||
Due from related party | (52,756,618) | (50,717,488) | ||
Total current assets | (52,756,618) | (50,718,951) | ||
Property, plant and equipment, net | 0 | 0 | ||
Investment in subsidiaries | (777,174) | (1,145,411) | ||
Investment in equity method investee | 0 | 0 | ||
Deferred charges and other assets, net | 0 | 0 | ||
Total assets | (53,533,792) | (51,864,362) | ||
Current liabilities: | ||||
Accounts payable | 0 | (1,463) | ||
Accounts payable - affiliate | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Deferred revenue | 0 | 0 | ||
Due to related parties | (52,756,618) | (50,717,488) | ||
Total current liabilities | (52,756,618) | (50,718,951) | ||
Delaware Economic Development Authority loan | 0 | |||
Long-term debt | 0 | 0 | ||
Affiliate notes payable | 0 | |||
Deferred tax liabilities | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total liabilities | (52,756,618) | (50,718,951) | ||
Commitments and contingencies | ||||
Equity: | ||||
Member’s equity | (2,086,509) | (2,089,064) | ||
Retained earnings / (Accumulated deficit) | 1,313,725 | 947,930 | ||
Accumulated other comprehensive loss | 8,236 | 8,236 | ||
Total PBF Holding Company LLC equity | (764,548) | (1,132,898) | ||
Noncontrolling interest | (12,626) | (12,513) | ||
Total equity | (777,174) | (1,145,411) | ||
Total liabilities and equity | $ (53,533,792) | $ (51,864,362) |
CONDENSED CONSOLIDATING FINAN49
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Statement of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | $ 4,750,198 | $ 2,800,185 |
Cost and expenses | ||
Cost of sales, excluding depreciation | 4,251,754 | 2,445,983 |
Operating expenses, excluding depreciation | 436,853 | 296,639 |
General and administrative expenses | 40,479 | 33,269 |
Equity (income) loss in investee | (3,599) | 0 |
Gain on sale of asset | 883 | 0 |
Depreciation and amortization expense | 55,690 | 54,293 |
Total cost and expenses | 4,782,060 | 2,830,184 |
Income (loss) from operations | (31,862) | (29,999) |
Other income (expenses) | ||
Equity in earnings of subsidiaries | 0 | 0 |
Change in fair value of catalyst leases | (2,588) | (2,885) |
Interest expense, net | (30,656) | (33,271) |
Income (loss) before income taxes | (65,106) | (66,155) |
Income tax expense | 434 | 32,273 |
Net income (loss) | (65,540) | (98,428) |
Less: net income attributable to noncontrolling interests | 113 | 303 |
Net income (loss) attributable to PBF Holding Company LLC | (65,653) | (98,731) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (65,332) | (98,109) |
Guarantor Subsidiaries [Member] | ||
Revenues | 625,769 | 49,619 |
Cost and expenses | ||
Cost of sales, excluding depreciation | 497,774 | 63,970 |
Operating expenses, excluding depreciation | 429,530 | 294,034 |
General and administrative expenses | 7,165 | 6,851 |
Equity (income) loss in investee | 0 | |
Gain on sale of asset | 883 | |
Depreciation and amortization expense | 52,047 | 50,742 |
Total cost and expenses | 987,399 | 415,597 |
Income (loss) from operations | (361,630) | (365,978) |
Other income (expenses) | ||
Equity in earnings of subsidiaries | (553) | 0 |
Change in fair value of catalyst leases | (2,588) | (2,885) |
Interest expense, net | (358) | (358) |
Income (loss) before income taxes | (365,129) | (369,221) |
Income tax expense | 0 | 0 |
Net income (loss) | (365,129) | (369,221) |
Less: net income attributable to noncontrolling interests | 113 | 303 |
Net income (loss) attributable to PBF Holding Company LLC | (365,242) | (369,524) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (365,242) | (369,524) |
Non-Guarantor Subsidiaries [Member] | ||
Revenues | 529,905 | 320,720 |
Cost and expenses | ||
Cost of sales, excluding depreciation | 524,615 | 308,695 |
Operating expenses, excluding depreciation | 7,328 | 2,977 |
General and administrative expenses | (381) | (2,279) |
Equity (income) loss in investee | (3,599) | |
Gain on sale of asset | 0 | |
Depreciation and amortization expense | 1,881 | 1,854 |
Total cost and expenses | 529,844 | 311,247 |
Income (loss) from operations | 61 | 9,473 |
Other income (expenses) | ||
Equity in earnings of subsidiaries | 0 | 0 |
Change in fair value of catalyst leases | 0 | 0 |
Interest expense, net | (180) | (572) |
Income (loss) before income taxes | (119) | 8,901 |
Income tax expense | 434 | 32,273 |
Net income (loss) | (553) | (23,372) |
Less: net income attributable to noncontrolling interests | 0 | 0 |
Net income (loss) attributable to PBF Holding Company LLC | (553) | (23,372) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (553) | (23,372) |
Issuer [Member] | ||
Revenues | 4,725,779 | 2,795,916 |
Cost and expenses | ||
Cost of sales, excluding depreciation | 4,360,620 | 2,439,388 |
Operating expenses, excluding depreciation | (5) | (372) |
General and administrative expenses | 33,695 | 28,697 |
Equity (income) loss in investee | 0 | |
Gain on sale of asset | 0 | |
Depreciation and amortization expense | 1,762 | 1,697 |
Total cost and expenses | 4,396,072 | 2,469,410 |
Income (loss) from operations | 329,707 | 326,506 |
Other income (expenses) | ||
Equity in earnings of subsidiaries | (365,129) | (392,593) |
Change in fair value of catalyst leases | 0 | 0 |
Interest expense, net | (30,118) | (32,341) |
Income (loss) before income taxes | (65,540) | (98,428) |
Income tax expense | 0 | 0 |
Net income (loss) | (65,540) | (98,428) |
Less: net income attributable to noncontrolling interests | 113 | 303 |
Net income (loss) attributable to PBF Holding Company LLC | (65,653) | (98,731) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (65,332) | (98,109) |
Consolidation, Eliminations [Member] | ||
Revenues | (1,131,255) | (366,070) |
Cost and expenses | ||
Cost of sales, excluding depreciation | (1,131,255) | (366,070) |
Operating expenses, excluding depreciation | 0 | 0 |
General and administrative expenses | 0 | 0 |
Equity (income) loss in investee | 0 | |
Gain on sale of asset | 0 | |
Depreciation and amortization expense | 0 | 0 |
Total cost and expenses | (1,131,255) | (366,070) |
Income (loss) from operations | 0 | 0 |
Other income (expenses) | ||
Equity in earnings of subsidiaries | 365,682 | 392,593 |
Change in fair value of catalyst leases | 0 | 0 |
Interest expense, net | 0 | 0 |
Income (loss) before income taxes | 365,682 | 392,593 |
Income tax expense | 0 | 0 |
Net income (loss) | 365,682 | 392,593 |
Less: net income attributable to noncontrolling interests | (113) | (303) |
Net income (loss) attributable to PBF Holding Company LLC | 365,795 | 392,896 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 365,795 | $ 392,896 |
CONDENSED CONSOLIDATING FINAN50
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Statement of Cash Flows) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income | $ (65,540) | $ (98,428) |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 57,869 | 56,532 |
Stock-based compensation | 5,345 | 2,621 |
Change in fair value of catalyst lease obligations | 2,588 | 2,885 |
Deferred income taxes | (38) | 31,487 |
Non-cash lower of cost or market inventory adjustment | 16,039 | (59,063) |
Non-cash change in inventory repurchase obligations | (23,124) | 35,147 |
Pension and other post retirement benefit costs | 10,560 | 7,680 |
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions | 174 | 0 |
Gain (Loss) on Disposition of Property Plant Equipment | 883 | 0 |
Equity Method Investment, Controlling Interest in Income (Loss) of Subsidiary | 0 | 0 |
Equity (income) loss in investee | (3,599) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,490 | (86,765) |
Due to/from affiliates | (8,581) | 746 |
Inventories | (238,437) | 4,035 |
Prepaid expense and other current assets | (28,299) | (28,142) |
Accounts payable | (188,813) | 72,966 |
Accrued expenses | 183,139 | 18,167 |
Deferred revenue | (9,589) | (889) |
Other assets and liabilities | (25,942) | (2,200) |
Net cash used in operations | (304,624) | (43,221) |
Cash flows from investing activities: | ||
Expenditures for property, plant and equipment | (95,676) | (42,731) |
Expenditures for deferred turnaround costs | (64,371) | (82,747) |
Expenditures for other assets | (14,847) | (17,163) |
Chalmette Acquisition working capital settlement | 0 | (2,659) |
Net cash used in investing activities | (174,894) | (145,300) |
Cash flows from financing activities: | ||
Distribution to members | 0 | (30,829) |
Repayment of affiliate notes payable | 0 | (517) |
Proceeds from revolver borrowings | 200,000 | 0 |
Repayments of Lines of Credit | 200,000 | 0 |
Net cash provided by (used in) financing activities | 70,358 | (31,346) |
Proceeds from members' capital contributions | (72,000) | 0 |
Net decrease in cash and cash equivalents | (409,160) | (219,867) |
Cash and equivalents, beginning of period | 626,705 | 914,749 |
Cash and equivalents, end of period | 217,545 | 694,882 |
Issuer [Member] | ||
Cash flows from operating activities: | ||
Net income | (65,540) | (98,428) |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 3,914 | 3,884 |
Stock-based compensation | 0 | 0 |
Change in fair value of catalyst lease obligations | 0 | 0 |
Deferred income taxes | 0 | 0 |
Non-cash lower of cost or market inventory adjustment | 16,039 | (78,159) |
Non-cash change in inventory repurchase obligations | (23,124) | 0 |
Pension and other post retirement benefit costs | 1,651 | 1,732 |
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions | 0 | |
Gain (Loss) on Disposition of Property Plant Equipment | 0 | |
Equity Method Investment, Controlling Interest in Income (Loss) of Subsidiary | 365,129 | 392,593 |
Equity (income) loss in investee | 0 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 21,546 | (97,973) |
Due to/from affiliates | (580,598) | (412,569) |
Inventories | (213,072) | 55,526 |
Prepaid expense and other current assets | 992 | (6,227) |
Accounts payable | (160,331) | 35,441 |
Accrued expenses | 196,138 | (119) |
Deferred revenue | (9,575) | (889) |
Other assets and liabilities | (14,962) | (41) |
Net cash used in operations | (461,793) | (205,229) |
Cash flows from investing activities: | ||
Expenditures for property, plant and equipment | (527) | (5,466) |
Expenditures for deferred turnaround costs | 0 | 0 |
Expenditures for other assets | 0 | 0 |
Chalmette Acquisition working capital settlement | 0 | |
Net cash used in investing activities | (527) | (5,466) |
Cash flows from financing activities: | ||
Distribution to members | (30,829) | |
Repayment of affiliate notes payable | (517) | |
Proceeds from revolver borrowings | 200,000 | |
Repayments of Lines of Credit | 200,000 | |
Net cash provided by (used in) financing activities | 66,547 | (31,346) |
Proceeds from members' capital contributions | (72,000) | |
Repayments of Rail Facility revolver borrowings | 5,453 | |
Net decrease in cash and cash equivalents | (395,773) | (242,041) |
Cash and equivalents, beginning of period | 530,085 | 882,820 |
Cash and equivalents, end of period | 134,312 | 640,779 |
Guarantor Subsidiaries [Member] | ||
Cash flows from operating activities: | ||
Net income | (365,129) | (369,221) |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 52,054 | 50,700 |
Stock-based compensation | 5,345 | 2,621 |
Change in fair value of catalyst lease obligations | 2,588 | 2,885 |
Deferred income taxes | 0 | 0 |
Non-cash lower of cost or market inventory adjustment | 0 | 19,096 |
Non-cash change in inventory repurchase obligations | 0 | 35,147 |
Pension and other post retirement benefit costs | 8,909 | 5,948 |
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions | 0 | |
Gain (Loss) on Disposition of Property Plant Equipment | 883 | |
Equity Method Investment, Controlling Interest in Income (Loss) of Subsidiary | 553 | 0 |
Equity (income) loss in investee | 0 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,136 | 6,717 |
Due to/from affiliates | 520,234 | 416,735 |
Inventories | 0 | (28,387) |
Prepaid expense and other current assets | (29,222) | (22,016) |
Accounts payable | (25,872) | 37,120 |
Accrued expenses | (14,993) | (3,661) |
Deferred revenue | (26) | 0 |
Other assets and liabilities | (7,752) | (3,511) |
Net cash used in operations | 148,708 | 150,173 |
Cash flows from investing activities: | ||
Expenditures for property, plant and equipment | (94,955) | (37,260) |
Expenditures for deferred turnaround costs | (64,371) | (82,747) |
Expenditures for other assets | (14,847) | (17,163) |
Chalmette Acquisition working capital settlement | (2,659) | |
Net cash used in investing activities | (174,173) | (139,829) |
Cash flows from financing activities: | ||
Distribution to members | 0 | |
Repayment of affiliate notes payable | 0 | |
Proceeds from revolver borrowings | 0 | |
Repayments of Lines of Credit | 0 | |
Net cash provided by (used in) financing activities | 5,453 | 0 |
Proceeds from members' capital contributions | 0 | |
Repayments of Rail Facility revolver borrowings | (5,453) | |
Net decrease in cash and cash equivalents | (20,012) | 10,344 |
Cash and equivalents, beginning of period | 56,717 | 6,236 |
Cash and equivalents, end of period | 36,705 | 16,580 |
Non-Guarantor Subsidiaries [Member] | ||
Cash flows from operating activities: | ||
Net income | (553) | (23,372) |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 1,901 | 1,948 |
Stock-based compensation | 0 | 0 |
Change in fair value of catalyst lease obligations | 0 | 0 |
Deferred income taxes | (38) | 31,487 |
Non-cash lower of cost or market inventory adjustment | 0 | 0 |
Non-cash change in inventory repurchase obligations | 0 | 0 |
Pension and other post retirement benefit costs | 0 | 0 |
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions | 174 | |
Gain (Loss) on Disposition of Property Plant Equipment | 0 | |
Equity Method Investment, Controlling Interest in Income (Loss) of Subsidiary | 0 | 0 |
Equity (income) loss in investee | (3,599) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (15,192) | 4,491 |
Due to/from affiliates | 51,783 | (3,420) |
Inventories | (25,365) | (23,104) |
Prepaid expense and other current assets | (69) | 101 |
Accounts payable | (4,073) | (577) |
Accrued expenses | 1,994 | 21,947 |
Deferred revenue | 12 | 0 |
Other assets and liabilities | (3,228) | 1,352 |
Net cash used in operations | 6,998 | 10,853 |
Cash flows from investing activities: | ||
Expenditures for property, plant and equipment | (194) | (5) |
Expenditures for deferred turnaround costs | 0 | 0 |
Expenditures for other assets | 0 | 0 |
Chalmette Acquisition working capital settlement | 0 | |
Net cash used in investing activities | (194) | (5) |
Cash flows from financing activities: | ||
Distribution to members | 0 | |
Repayment of affiliate notes payable | 0 | |
Proceeds from revolver borrowings | 0 | |
Repayments of Lines of Credit | 0 | |
Net cash provided by (used in) financing activities | (1,642) | 0 |
Proceeds from members' capital contributions | 0 | |
Repayments of Rail Facility revolver borrowings | 0 | |
Net decrease in cash and cash equivalents | 5,162 | 10,848 |
Cash and equivalents, beginning of period | 41,366 | 28,968 |
Cash and equivalents, end of period | 46,528 | 39,816 |
PBF Holding Company LLC [Member] | ||
Cash flows from financing activities: | ||
Repayments of Rail Facility revolver borrowings | 0 | |
Consolidation, Eliminations [Member] | ||
Cash flows from operating activities: | ||
Net income | 365,682 | 392,593 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 0 | 0 |
Stock-based compensation | 0 | 0 |
Change in fair value of catalyst lease obligations | 0 | 0 |
Deferred income taxes | 0 | 0 |
Non-cash lower of cost or market inventory adjustment | 0 | 0 |
Non-cash change in inventory repurchase obligations | 0 | 0 |
Pension and other post retirement benefit costs | 0 | 0 |
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions | 0 | |
Gain (Loss) on Disposition of Property Plant Equipment | 0 | |
Equity Method Investment, Controlling Interest in Income (Loss) of Subsidiary | (365,682) | (392,593) |
Equity (income) loss in investee | 0 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 0 |
Due to/from affiliates | 0 | 0 |
Inventories | 0 | 0 |
Prepaid expense and other current assets | 0 | 0 |
Accounts payable | 1,463 | 982 |
Accrued expenses | 0 | 0 |
Deferred revenue | 0 | 0 |
Other assets and liabilities | 0 | 0 |
Net cash used in operations | 1,463 | 982 |
Cash flows from investing activities: | ||
Expenditures for property, plant and equipment | 0 | 0 |
Expenditures for deferred turnaround costs | 0 | 0 |
Expenditures for other assets | 0 | 0 |
Chalmette Acquisition working capital settlement | 0 | |
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Distribution to members | 0 | |
Repayment of affiliate notes payable | 0 | |
Proceeds from revolver borrowings | 0 | |
Repayments of Lines of Credit | 0 | |
Net cash provided by (used in) financing activities | 0 | 0 |
Proceeds from members' capital contributions | 0 | |
Repayments of Rail Facility revolver borrowings | 0 | |
Net decrease in cash and cash equivalents | 1,463 | 982 |
Cash and equivalents, beginning of period | (1,463) | (3,275) |
Cash and equivalents, end of period | 0 | $ (2,293) |
Rail Term Loan [Member] | ||
Cash flows from financing activities: | ||
Repayments of Debt | (1,642) | |
Rail Term Loan [Member] | Issuer [Member] | ||
Cash flows from financing activities: | ||
Repayments of Debt | 0 | |
Rail Term Loan [Member] | Guarantor Subsidiaries [Member] | ||
Cash flows from financing activities: | ||
Repayments of Debt | 0 | |
Rail Term Loan [Member] | Non-Guarantor Subsidiaries [Member] | ||
Cash flows from financing activities: | ||
Repayments of Debt | (1,642) | |
Rail Term Loan [Member] | Consolidation, Eliminations [Member] | ||
Cash flows from financing activities: | ||
Repayments of Debt | $ 0 |