Document and Entity Information
Document and Entity Information Document - shares | 3 Months Ended | |
Mar. 31, 2020 | May 12, 2020 | |
Entity Information [Line Items] | ||
Entity Registrant Name | PBF HOLDING Co LLC | |
Entity Central Index Key | 0001566011 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | No | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 0 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
PBF Finance Corporation [Member] | ||
Entity Information [Line Items] | ||
Entity Registrant Name | PBF FINANCE CORPORATION | |
Entity Central Index Key | 0001566097 | |
Entity Common Stock, Shares Outstanding | 100 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 589.4 | $ 763.1 |
Accounts receivable | 431.9 | 826.6 |
Accounts receivable - affiliate | 13.5 | 6.5 |
Inventories | 986.5 | 2,122.2 |
Assets held for sale | 58.4 | 0 |
Prepaid and other current assets | 98.1 | 48 |
Total current assets | 2,177.8 | 3,766.4 |
Property, plant and equipment, net | 4,145.4 | 3,168.6 |
Financing lease right of use assets - third party | 84.9 | 24.2 |
Deferred charges and other assets, net | 1,065.7 | 930 |
Total assets | 8,435.2 | 8,845.6 |
Current liabilities: | ||
Accounts payable | 428 | 591.2 |
Accounts payable - affiliate | 87.1 | 48.1 |
Accrued expenses | 1,463.1 | 1,791.4 |
Operating Lease, Liability, Current | 160 | |
Deferred revenue | 33.9 | 17 |
Total current liabilities | 2,172.1 | 2,598.9 |
Long-term debt | 2,643.5 | 1,262.8 |
Deferred tax liabilities | 45.6 | 31.4 |
Operating Lease, Liability, Noncurrent | 799.8 | |
Long-term financing lease liabilities - third party | 73.2 | 18.4 |
Other long-term liabilities | 291.9 | 232.9 |
Total liabilities | 6,026.1 | 4,948.4 |
Commitments and contingencies (Note 8) | ||
Equity: | ||
Member’s equity | 2,745.9 | 2,739.1 |
Retained earnings (Accumulated deficit) | (338.8) | 1,156.9 |
Accumulated other comprehensive loss | (8.9) | (9.7) |
Total PBF Holding Company LLC equity | 2,398.2 | 3,886.3 |
Noncontrolling interest | 10.9 | 10.9 |
Total equity | 2,409.1 | 3,897.2 |
Total liabilities and equity | 8,435.2 | 8,845.6 |
Third Party Lease [Member] | ||
Current assets: | ||
Operating Lease, Right-of-Use Asset | 330.2 | 306.1 |
Current liabilities: | ||
Operating Lease, Liability, Current | 79.4 | 72 |
Operating Lease, Liability, Noncurrent | 249.3 | 232.9 |
Lease with Affiliate [Member] | ||
Current assets: | ||
Operating Lease, Right-of-Use Asset | 631.2 | 650.3 |
Current liabilities: | ||
Operating Lease, Liability, Current | 80.6 | 79.2 |
Operating Lease, Liability, Noncurrent | $ 550.5 | $ 571.1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 5,260 | $ 5,208.7 |
Cost and expenses: | ||
Cost of products and other | 6,033.4 | 4,276.2 |
Operating expenses (excluding depreciation and amortization expense as reflected below) | 507.5 | 453.4 |
Depreciation and amortization expense | 105.4 | 94.3 |
Cost of sales | 6,646.3 | 4,823.9 |
General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 78.2 | 51.2 |
Depreciation and amortization expense | 2.9 | 2.8 |
Change in fair value of contingent consideration | (53) | 0 |
Equity Income in Investee | 0 | 4.7 |
Total cost and expenses | 6,674.4 | 4,873.2 |
Income (loss) from operations | (1,414.4) | 335.5 |
Other income (expense): | ||
Interest expense, net | 36.5 | 27.4 |
Change in fair value of catalyst obligations | 11.7 | (3.1) |
Debt extinguishment costs | (22.2) | 0 |
Other non-service components of net periodic benefit cost | 1 | (0.1) |
Income (loss) before income taxes | (1,460.4) | 304.9 |
Income tax expense (benefit) | 14.2 | (7.2) |
Net income (loss) | (1,474.6) | 312.1 |
Less: net income attributable to noncontrolling interests | 0 | 0 |
Net income (loss) attributable to PBF Holding Company LLC | $ (1,474.6) | $ 312.1 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (1,474.6) | $ 312.1 |
Other comprehensive income: | ||
Unrealized gain on available for sale securities | 0.6 | 0 |
Net gain on pension and other post-retirement benefits | 0.2 | 0.2 |
Total other comprehensive income | 0.8 | 0.2 |
Comprehensive income (loss) | (1,473.8) | 312.3 |
Less: comprehensive income attributable to noncontrolling interests | 0 | 0 |
Comprehensive income (loss) attributable to PBF Holding Company LLC | $ (1,473.8) | $ 312.3 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity Statement - USD ($) $ in Millions | Total | Member's Equity [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2018 | $ 3,529.8 | $ 2,652.5 | $ (23.9) | $ 890.3 | $ 10.9 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Member distributions | (23) | 0 | 0 | (23) | 0 |
Distribution of assets to PBF LLC | 0.3 | 0.3 | 0 | 0 | 0 |
Stock-based compensation | 6.2 | 6.2 | 0 | 0 | 0 |
Net income (loss) | 312.1 | 0 | 0 | 312.1 | 0 |
Other comprehensive income | 0.2 | 0 | 0.2 | 0 | 0 |
Ending balance at Mar. 31, 2019 | 3,825 | 2,658.4 | (23.7) | 1,179.4 | 10.9 |
Beginning balance at Dec. 31, 2019 | 3,897.2 | 2,739.1 | (9.7) | 1,156.9 | 10.9 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Member distributions | (21.1) | 0 | 0 | (21.1) | 0 |
Stock-based compensation | 6.8 | 6.8 | 0 | 0 | 0 |
Net income (loss) | (1,474.6) | 0 | 0 | (1,474.6) | 0 |
Other comprehensive income | 0.8 | 0 | 0.8 | 0 | 0 |
Ending balance at Mar. 31, 2020 | $ 2,409.1 | $ 2,745.9 | $ (8.9) | $ (338.8) | $ 10.9 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (1,474.6) | $ 312.1 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 110.8 | 98.7 |
Stock-based compensation | 8.3 | 7.1 |
Change in fair value of catalyst obligations | (11.7) | 3.1 |
Deferred income taxes | 14.2 | (7.2) |
Non-cash change in inventory repurchase obligations | (67.9) | 14.2 |
Non-cash lower of cost or market inventory adjustment | 1,285.6 | (506) |
Change in fair value of contingent consideration | (53) | 0 |
Debt extinguishment costs | 22.2 | 0 |
Pension and other post-retirement benefit costs | 13.1 | 11.2 |
Income from equity method investee | 0 | 4.7 |
Distributions from equity method investee | 0 | 4.7 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 394.7 | (152.7) |
Due to/from affiliates | 32 | 10.3 |
Inventories | 74.3 | (194.7) |
Prepaid and other current assets | (44.8) | (70) |
Accounts payable | (198.7) | 40.6 |
Accrued expenses | (367) | 213.3 |
Deferred revenue | 16.9 | 46.5 |
Other assets and liabilities | (9) | (11.5) |
Net cash used in operating activities | (254.6) | (185) |
Cash flows from investing activities: | ||
Expenditures for property, plant and equipment | (59.2) | (94.2) |
Expenditures for deferred turnaround costs | (69.1) | (133) |
Expenditures for other assets | (4.6) | (22.2) |
Acquisition of Martinez refinery | (1,176.2) | 0 |
Equity method investment - return of capital | 0 | 1.8 |
Net cash used in investing activities | (1,309.1) | (247.6) |
Cash flows from financing activities: | ||
Distributions to members | (21.1) | (23) |
Proceeds from 2028 6.00% Senior Notes | 1,000 | 0 |
Proceeds from revolver borrowings | 1,150 | 575 |
Repayments of revolver borrowings | 250 | 325 |
Payments on financing leases | 2.6 | 0 |
Proceeds from insurance premium financing | 45.3 | 30.2 |
Deferred financing costs and other | 12.3 | 0 |
Net cash provided by financing activities | 1,390 | 255.5 |
Net (decrease) increase in cash and cash equivalents | (173.7) | (177.1) |
Cash and cash equivalents, beginning of period | 763.1 | 561.7 |
Cash and cash equivalents, end of period | 589.4 | 384.6 |
Non-cash activities: | ||
Accrued and unpaid capital expenditures | 125.2 | 118.1 |
Assets acquired under operating leases | 47.6 | 936.6 |
Assets acquired under finance leases | 63.5 | 0 |
Fair value of the Martinez Contingent Consideration at acquisition | 77.3 | 0 |
Distribution of assets to PBF Energy Company LLC | 0 | 0.3 |
Interest (net of capitalized interest of $3.3 million and $4.0 million in 2020 and 2019, respectively) | 13.4 | 4 |
Capitalized interest | 3.3 | 4 |
2023 Senior Notes [Member] | ||
Cash flows from financing activities: | ||
Repayments of Long-term Debt | (517.5) | 0 |
Rail Term Loan [Member] | ||
Cash flows from financing activities: | ||
Repayments of Long-term Debt | $ (1.8) | $ (1.7) |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2020 | |
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”), a Delaware limited liability company, and PBF Finance Corporation (“PBF Finance”), a wholly-owned subsidiary of PBF Holding, together with the Company’s consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of, and owner of an equity interest representing approximately 99.2% of the outstanding economic interest in, PBF LLC as of March 31, 2020. PBF Investments LLC, Toledo Refining Company LLC, Paulsboro Refining Company LLC, Delaware City Refining Company LLC, Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Energy Western Region LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC and Martinez Refining 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”. PBF Logistics GP LLC (“PBF GP”) serves as the general partner of PBF Logistics LP (“PBFX”). PBF GP is wholly-owned by PBF LLC. In a series of transactions, PBF Holding has distributed certain assets to PBF LLC, which in turn contributed those assets to PBFX (as described in “Note 7 - Related Party Transactions”). Substantially all of the Company’s operations are in the United States. As of March 31, 2020, 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 that are largely out of the Company’s control can cause prices to vary over time. The resulting potential margin volatility can have a material effect on the Company’s financial position, earnings and cash flows. 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 PBF Holding and PBF Finance financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year. Reclassification As of March 31, 2020, Financing lease right-of-use assets and liabilities, previously included in Deferred charges and other assets, net and Other long term liabilities, respectively, in the Condensed Consolidated Balance Sheets, are disclosed as separate line items in the Condensed Consolidated Financial Statements. Certain of these amounts previously reported in the Company's Condensed Consolidated Financial Statements and those respective footnotes for prior periods have been reclassified to conform to the 2020 presentation. Interim Impairment Assessment The global crisis resulting from the spread of the recent novel coronavirus (“COVID-19”) has had a substantial impact on the economy and overall consumer demand for energy and hydrocarbon products. As a result of the significant decrease in PBF Energy’s stock price as of the end of the quarter and noticeable reduction in demand for the Company’s products, the Company determined an impairment triggering event had occurred. As such, the Company performed an interim impairment assessment on certain long-lived assets as of March 31, 2020. As a result of the interim impairment test, the Company concluded that the carrying values of its long-lived assets were not impaired when comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets over their remaining estimated useful life. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses” (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This guidance amends the guidance on measuring credit losses on financial assets held at amortized cost. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2020. The adoption of this ASU does not currently impact the Company’s Condensed Consolidated Financial Statements. Refer to “Note 3 - Current Expected Credit Losses” for further disclosure related to our adoption of this pronouncement.. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the effects of reference rate reform on financial reporting. The amendments in this ASU provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference London Interbank Offering Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by topic or industry subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Company is currently evaluating the impact of this new standard on its Condensed Consolidated Financial Statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20)”, to improve the effectiveness of benefit plan disclosures in the notes to financial statements by facilitating clear communication of the information required by GAAP that is most important to users of each entity’s financial statements. The amendments in this ASU modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Additionally, the amendments in this ASU remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendments in this ASU are effective for fiscal years ending after December 15, 2020, for public business entities and early adoption is permitted for all entities. The Company is currently evaluating the impact of this new standard on its Condensed Consolidated Financial Statements and related disclosures. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Martinez Acquisition On February 1, 2020, the Company acquired from Equilon Enterprises LLC d/b/a Shell Oil Products US (the "Seller"), the Martinez refinery and related logistics assets (collectively, the "Martinez Acquisition"), pursuant to a sale and purchase agreement dated June 11, 2019 (the “Sale and Purchase Agreement”). The Martinez refinery, located in Martinez, California, is a high-conversion, dual-coking facility that is strategically positioned in Northern California and provides for operating and commercial synergies with the Torrance refinery located in Southern California. In addition to refining assets, the Martinez Acquisition includes a number of onsite logistics assets, including a deep-water marine facility, product distribution terminals and refinery crude and product storage facilities. The aggregate purchase price for the Martinez Acquisition was $1,253.4 million, including final working capital of $216.1 million and the Martinez Contingent Consideration, as defined below. The transaction was financed through a combination of cash on hand, including proceeds from the 2028 Senior Notes (as defined in “Note 6 - Debt”) and borrowings under PBF Holding’s asset-based revolving credit agreement (the “Revolving Credit Facility”). The Company accounted for the Martinez Acquisition as a business combination under GAAP whereby it recognizes assets acquired and liabilities assumed in an acquisition at their estimated fair values as of the date of acquisition. The purchase price and fair value allocation may be subject to adjustment pending completion of the final purchase valuation, which was in process as of March 31, 2020. The total purchase consideration and the fair values of the assets and liabilities at the acquisition date, which may be subject to adjustments as noted above, were as follows: (in millions) Purchase Price Gross purchase price $ 960.0 Working capital, including post close adjustments 216.1 Contingent consideration (a) 77.3 Total consideration $ 1,253.4 (a) The Martinez Acquisition includes an obligation for the Company to make post-closing earn-out payments to the Seller based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company recorded the Martinez Contingent Consideration based on its estimated fair value of $77.3 million at the acquisition date, which was recorded within “Other long-term liabilities” within the Condensed Consolidated Balance Sheets. The following table summarizes the preliminary amounts recognized for assets acquired and liabilities assumed as of the acquisition date: (in millions) Fair Value Allocation Inventories $ 224.1 Prepaid and other current assets 5.4 Property, plant and equipment 987.9 Operating lease right of use assets 7.8 Financing lease right of use assets 63.5 Deferred charges and other assets, net 63.7 Accrued expenses (1.4) Current operating lease liabilities (1.9) Current financing lease liabilities (a) (6.0) Long-term operating lease liabilities (5.9) Long-term financing lease liabilities (57.5) Other long-term liabilities - Environmental obligation (26.3) Fair value of net assets acquired $ 1,253.4 (a) Current financing lease liabilities are recorded in Accrued expenses within the Condensed Consolidated Balance Sheet. The Company’s Condensed Consolidated Financial Statements for the three months ended March 31, 2020 include the results of operations of the Martinez refinery and related logistics assets subsequent to the Martinez Acquisition. The same period in 2019 does not include the results of operations of such assets. On an unaudited pro-forma basis, the revenues and net income (loss) of the Company, assuming the acquisition had occurred on January 1, 2019, are shown below. The unaudited pro-forma information does not purport to present what the Company’s actual results would have been had the Martinez Acquisition occurred on January 1, 2019, nor is the financial information indicative of the results of future operations. The unaudited pro-forma financial information includes the depreciation and amortization expense related to the Martinez Acquisition and interest expense associated with the related financing. Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 (Unaudited, in millions) Pro-forma revenues $ 5,623.8 $ 6,251.3 Pro-forma net income (loss) attributable to PBF Holding $ (1,505.9) $ 293.6 Acquisition Expenses The Company incurred acquisition-related costs of $11.5 million for the three months ended March 31, 2020, consisting primarily of consulting and legal expenses related to the Martinez Acquisition. There were no acquisition costs during the three months ended March 31, 2019. These costs are included in General and administrative expenses within the Condensed Consolidated Statements of Operations. |
Credit Losses
Credit Losses | 3 Months Ended |
Mar. 31, 2020 | |
Credit Loss [Abstract] | |
CURRENT EXPECTED CREDIT LOSSES | CURRENT EXPECTED CREDIT LOSSES Credit Losses The Company has exposure to credit losses primarily through its sales of refined products. The Company evaluates creditworthiness on an individual customer basis. The Company utilizes a financial review model for purposes of evaluating creditworthiness which is based on information from financial statements and credit reports. The financial review model enables the Company to assess the customer’s risk profile and determine credit limits on the basis of their financial strength, including but not limited to, their liquidity, leverage, debt serviceability, longevity and how they pay their bills. The Company may require security in the form of letters of credit or cash payments in advance of product delivery for certain customers that are deemed higher risk. The Company’s payment terms on its trade receivables are relatively short, generally 30 days or less for a substantial majority of its refined products. As a result, the Company’s collection risk is mitigated to a certain extent by the fact that sales are collected in a relatively short period of time, allowing for the ability to reduce exposure on defaults if collection issues are identified. Notwithstanding, the Company reviews each customer’s credit risk profile at least annually or more frequently if warranted. Following the widespread market disruption that has resulted from the COVID-19 pandemic and related governmental responses, the Company has been performing ongoing credit reviews of its customers including monitoring for any negative credit events such as customer bankruptcy or insolvency events. As a result, the Company has adjusted certain payment terms or limited available trade credit for certain customers, as well as for customers within industries that are deemed to be at higher risk. The Company performs a quarterly allowance for doubtful accounts analysis to assess whether an allowance needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews accounts that are past due, have known disputes or have experienced any negative credit events that may result in future collectability issues. There was no allowance for doubtful accounts recorded as of March 31, 2020 and December 31, 2019. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: March 31, 2020 (in millions) Titled Inventory Inventory Intermediation Agreements Total Crude oil and feedstocks $ 1,158.7 $ — $ 1,158.7 Refined products and blendstocks 1,109.6 270.8 1,380.4 Warehouse stock and other 134.6 — 134.6 $ 2,402.9 $ 270.8 $ 2,673.7 Lower of cost or market adjustment (1,521.5) (165.7) (1,687.2) Total inventories $ 881.4 $ 105.1 $ 986.5 December 31, 2019 (in millions) Titled Inventory Inventory Intermediation Agreements Total Crude oil and feedstocks $ 1,071.4 $ 2.7 $ 1,074.1 Refined products and blendstocks 976.0 352.9 1,328.9 Warehouse stock and other 120.8 — 120.8 $ 2,168.2 $ 355.6 $ 2,523.8 Lower of cost or market adjustment (324.8) (76.8) (401.6) Total inventories $ 1,843.4 $ 278.8 $ 2,122.2 Inventory under the amended and restated inventory intermediation agreements with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”) (as amended and restated from time to time, the “Inventory Intermediation Agreements”) includes crude oil, intermediate and certain finished products (the “J. Aron Products”) purchased or produced by the Paulsboro and Delaware City refineries (the “East Coast Refineries”), and sold to counterparties in connection with such agreements. This inventory is held in the Company’s storage tanks at the East Coast Refineries and at PBFX’s assets acquired from Crown Point International, LLC in October 2018 (the “PBFX East Coast Storage Assets” and together with the Company’s storage tanks at the East Coast Refineries, the “J. Aron Storage Tanks”). During the three months ended March 31, 2020, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased loss from operations by $1,285.6 million, reflecting the net change in the lower of cost or market (“LCM”) inventory reserve from $401.6 million at December 31, 2019 to $1,687.2 million at March 31, 2020. During the three months ended March 31, 2019, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased income from operations by $506.0 million, reflecting the net change in the LCM inventory reserve from $651.8 million at December 31, 2018 to $145.8 million at March 31, 2019. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following: (in millions) March 31, 2020 December 31, 2019 Inventory-related accruals $ 606.8 $ 1,103.2 Inventory intermediation agreements 209.5 278.1 Excise and sales tax payable 141.9 98.4 Renewable energy credit and emissions obligations 118.4 17.7 Accrued transportation costs 88.5 88.7 Accrued capital expenditures 84.6 31.0 Customer deposits 36.4 1.8 Accrued utilities 28.2 40.1 Accrued interest 26.9 6.8 Accrued salaries and benefits 18.5 77.4 Accrued refinery maintenance and support costs 13.5 16.9 Environmental liabilities 12.6 12.3 Current finance lease liabilities 12.7 6.5 Other 64.6 12.5 Total accrued expenses $ 1,463.1 $ 1,791.4 The Company has the obligation to repurchase the J. Aron Products that are held in its J. Aron Storage Tanks in accordance with the Inventory Intermediation Agreements with J. Aron. As of March 31, 2020 and December 31, 2019, a liability is recognized for the Inventory Intermediation Agreements and is recorded at market price for the J. Aron owned inventory held in the Company’s J. Aron Storage Tanks under the Inventory Intermediation Agreements, with any change in the market price being recorded in Cost of products and other. The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the Renewable Fuels Standard. The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by Environmental Protection Agency. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. In addition, the Company is subject to obligations to comply with federal and state legislative and regulatory measures, including regulations in the state of California pursuant to Assembly Bill 32, to address environmental compliance and greenhouse gas and other emissions. These requirements include incremental costs to operate and maintain our facilities as well as to implement and manage new emission controls and programs. Renewable energy credit and emissions obligations fluctuate with the volume of applicable product sales and timing of credit purchases. |
DEBT (Notes)
DEBT (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Long-term Debt, Unclassified [Abstract] | |
Debt Disclosure [Text Block] | DEBT Senior Notes On January 24, 2020, PBF Holding entered into an indenture (the “Indenture”) among PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance (together with PBF Holding, the “Issuers”), the guarantors named therein (collectively the “Guarantors”), Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, under which the Issuers issued $1.0 billion in aggregate principal amount of 6.00% senior unsecured notes due 2028 (the “2028 Senior Notes”). The Issuers received net proceeds of approximately $987.0 million from the offering after deducting the initial purchasers’ discount and estimated offering expenses. The Company primarily used the net proceeds to fully redeem the 7.00% senior notes due 2023 (the “2023 Senior Notes”), including accrued and unpaid interest, on February 14, 2020, and to fund a portion of the cash consideration for the Martinez Acquisition. The difference between the carrying value of the 2023 Senior Notes on the date they were reacquired and the amount for which they were reacquired has been classified as Debt extinguishment costs in the Condensed Consolidated Statement of Operations. In connection with the issuance of the 2028 Senior Notes, the Issuers and the Guarantors entered into a registration rights agreement whereby the Company has agreed to file with the SEC and use reasonable efforts to cause to become effective within 365 days of the closing date, a registration statement relating to an offer to exchange the 2028 Senior Notes for an issue of registered notes with terms substantially identical to the 2028 Senior Notes. The Issuers will be obligated to pay additional interest if they fail to comply with their obligations to register the 2028 Senior Notes within the specified time period. The Company fully intends to file a registration statement for the exchange of the 2028 Senior Notes within the 365 day period following the closing of the 2028 Senior Notes. In addition, there are no restrictions or hindrances that the Company is aware of that would prohibit the Issuers from filing such registration statement and maintaining its effectiveness as stipulated in the registration rights agreement. As such, the Company asserts that it is not probable that it will have to transfer any consideration as a result of the registration rights agreement and thus no loss contingency was recorded. The 2028 Senior Notes are guaranteed on a senior unsecured basis by substantially all of PBF Holding’s subsidiaries. The 2028 Senior Notes and guarantees are senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future indebtedness, including PBF Holding’s Revolving Credit Facility and the Issuers’ 7.25% senior notes due 2025 (the “2025 Senior Notes”). The 2028 Senior Notes and the guarantees rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The 2028 Senior Notes and the guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Credit Facility) to the extent of the value of the collateral securing such indebtedness. The 2028 Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries. At any time prior to February 15, 2023, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2028 Senior Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 106.000% of the principal amount of the 2028 Senior Notes, plus any accrued and unpaid interest through the date of redemption. On or after February 15, 2023, the Issuers may redeem all or part of the 2028 Senior Notes, in each case at the redemption prices described in the Indenture, together with any accrued and unpaid interest through the date of redemption. In addition, prior to February 15, 2023, the Issuers may redeem all or part of the 2028 Senior Notes at a “make-whole” redemption price described in the Indenture, together with any accrued and unpaid interest through the date of redemption. As disclosed in “Note 15 - Subsequent Events”, on May 13, 2020, PBF Holding issued $1.0 billion in aggregate principal amount of 9.25% senior secured notes due 2025 (the “2025 Senior Secured Notes”). The Company intends to use the net proceeds for general corporate purposes. PBF Holding Revolving Credit Facility The Revolving Credit Facility has a maximum commitment of $3.4 billion, a maturity date of May 2023, and a Borrowing Base, as defined in the agreement governing the Revolving Credit Facility (the “Revolving Credit Agreement”) to make funds available for working capital and other general corporate purposes. Borrowings under the Revolving Credit Facility bear interest at the Alternative Base Rate plus the Applicable Margin or at the Adjusted LIBOR plus the Applicable Margin, all as defined in the Revolving Credit Agreement. In addition, an accordion feature allows for commitments of up to $3.5 billion. During the three months ended March 31, 2020, the Company used advances under the Revolving Credit Facility to fund a portion of the Martinez Acquisition and other general corporate purposes. The outstanding borrowings under the Revolving Credit Facility as of March 31, 2020 were $900.0 million. There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2019. On February 18, 2020, in connection with its entry into a $300.0 million uncommitted receivables purchase facility (the “Receivables Facility”), the Company amended the Revolving Credit Facility and entered into a related intercreditor agreement to allow it to sell certain Eligible Receivables (as defined in the Revolving Credit Agreement) derived from the sale of refined product over truck racks. Under the Receivables Facility, the Company sells such receivables to a bank subject to bank approval and certain conditions. The sales of receivables under the Receivables Facility are absolute and irrevocable but subject to certain repurchase obligations under certain circumstances. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Transactions and Agreements with PBFX The Company 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”), the Company 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 the Company. Refer to the Company’s 2019 Annual Report on Form 10-K (“Note 9 - Related Party Transactions” of the Notes to Consolidated Financial Statements) for a more complete description of the Contribution Agreements with PBFX that were entered into prior to 2020. Commercial Agreements The Company has entered into long-term, fee-based commercial agreements with PBFX relating to assets associated with the Contribution Agreements, the majority of which include a minimum volume commitment (“MVC”) and are supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. Under these agreements, PBFX provides various pipeline, rail and truck terminaling and storage services to the Company and the Company has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes. The Company believes the terms and conditions under these agreements, as well as the Omnibus Agreement and the Services Agreement (each as defined below) with PBFX, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. Refer to the Company’s 2019 Annual Report on Form 10-K (“Note 9 - Related Party Transactions” of the Notes to Consolidated Financial Statements) for a more complete description of the Company’s commercial agreements with PBFX, including those identified as leases, that were entered into prior to 2020. No new agreements, or amendments, were entered into during the three months ended March 31, 2020. Other Agreements In addition to the commercial agreements described above, the Company has entered into an omnibus agreement with PBFX, PBF GP and PBF LLC, which has been amended and restated in connection with certain Contribution Agreements (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 $8.3 million effective as of January 1, 2020. Additionally, the Company and certain of its subsidiaries have entered into an operation and management services and secondment agreement with PBFX (as amended, the “Services Agreement”), pursuant to which the Company and its subsidiaries provide PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements. PBFX reimburses the Company 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. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service upon 30-days’ notice. Refer to the Company’s 2019 Annual Report on Form 10-K (“Note 9 - Related Party Transactions” of the Notes to Consolidated Financial Statements) for a more complete description of the Omnibus Agreement and the Services Agreement. Summary of Transactions with PBFX A summary of the Company’s affiliate transactions with PBFX is as follows: Three Months Ended March 31, (in millions) 2020 2019 Reimbursements under affiliate agreements: Services Agreement $ 2.2 $ 2.1 Omnibus Agreement 2.0 1.8 Total expenses under affiliate agreements 75.5 71.3 Total reimbursements under the Omnibus Agreement are included in General and administrative expenses and reimbursements under the Services Agreement and expenses under affiliate agreements are included in Cost of products and other in the Company’s Condensed Consolidated Statements of Operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES In the ordinary conduct of the Company’s business, the Company is from time to time subject to lawsuits, investigations and claims, including class action proceedings, mass tort actions, tort actions, environmental claims and employee-related matters. The outcome of these matters cannot always be predicted accurately, but the Company accrues liabilities for these matters if the Company has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. For such ongoing matters for which we have not recorded a liability but losses are reasonably possible, we are unable to estimate a range of possible losses at this time due to various reasons that may include but are not limited to, matters being in an early stage and not fully developed through pleadings, discovery or court proceedings, number of potential claimants being unknown or uncertainty regarding a number of different factors underlying the potential claims. However, the ultimate resolution of one or more of these contingencies could result in an adverse outcome that may have a material effect on our financial position, results of operations or cash flows. 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. These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters which could include soil and water contamination, air pollution, personal injury and property damage allegedly caused by substances which the Company manufactured, handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which the Company has assumed responsibility. The Company believes that its current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and will continue to be ongoing discussions about environmental and safety matters between the Company and federal and state authorities, including notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, the Company anticipates that continuing capital investments and changes in operating procedures will be required for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations. In connection with the acquisition of the Torrance refinery and related logistics assets, the Company assumed certain pre-existing environmental liabilities totaling $119.8 million as of March 31, 2020 ($121.3 million as of December 31, 2019), related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring activities 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. The aggregate environmental liability reflected in the Company’s Condensed Consolidated Balance Sheets was $162.0 million and $132.2 million at March 31, 2020 and December 31, 2019, respectively, of which $149.4 million and $119.9 million, respectively, were classified as Other long-term liabilities. These liabilities include remediation and monitoring costs expected to be incurred over an extended period of time. Estimated liabilities could increase in the future when the results of ongoing investigations become known, are considered probable and can be reasonably estimated. Contingent Consideration In connection with the Martinez Acquisition, the Sale and Purchase Agreement includes an earn-out provision based on certain earning thresholds of the Martinez refinery. Pursuant to the agreement, the Company will make payments to the Seller based on the future earnings of the Martinez refinery, as defined in the agreement, for a period of up to four years following the acquisition closing date. The Company recorded the acquisition date fair value of the earn-out provision as contingent consideration of $77.3 million within “Other long-term liabilities” within the Company’s Condensed Consolidated Balance Sheets. The Martinez Contingent Consideration was $24.3 million as of March 31, 2020, representing the present value of expected future payments discounted at a blended rate of 24.6%. At March 31, 2020, the estimated undiscounted liability totaled $43.5 million, based on the Company’s anticipated future earn-out payments. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases office space, office equipment, refinery facilities and equipment, railcars and other logistics assets primarily under non-cancelable operating leases, with terms typically ranging from one twenty The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate. For substantially all classes of underlying assets, the Company has elected the practical expedient not to separate lease and non-lease components, which allows it to combine the components if certain criteria are met. For certain leases of refinery support facilities, which have commenced subsequent to the year ended December 31, 2019, the Company accounts for the non-lease service component separately. There are no material residual value guarantees associated with any of the Company’s leases. There are no significant restrictions or covenants included in the Company’s lease agreements other than those that are customary in such arrangements. Certain of the Company’s leases, primarily for the Company’s commercial and logistics asset classes, include provisions for variable payments. These variable payments are typically determined based on a measure of throughput or actual days the asset has operated during the contract term or another measure of usage and are not included in the initial measurement of lease liabilities and right-of-use assets. Lease Position as of March 31, 2020 and December 31, 2019 The table below presents the lease related assets and liabilities recorded on the Company’s Condensed Consolidated Balance Sheets for the periods presented: (in millions) Classification on the Balance Sheet March 31, 2020 December 31, 2019 Assets Operating lease assets - third party Operating lease right of use assets - third party $ 330.2 $ 306.1 Operating lease assets - affiliate Operating lease right of use assets - affiliate 631.2 650.3 Finance lease assets Financing lease right of use assets - third party 84.9 24.2 Total lease right of use assets $ 1,046.3 $ 980.6 Liabilities Current liabilities: Operating lease liabilities - third party Current operating lease liabilities - third party $ 79.4 $ 72.0 Operating lease liabilities - affiliate Current operating lease liabilities - affiliate 80.6 79.2 Finance lease liabilities - third party Accrued expenses 12.7 6.5 Noncurrent liabilities: Operating lease liabilities - third party Long-term operating lease liabilities - third party 249.3 232.9 Operating lease liabilities - affiliate Long-term operating lease liabilities - affiliate 550.5 571.1 Finance lease liabilities - third party Long-term financing lease liabilities - third party 73.2 18.4 Total lease liabilities $ 1,045.7 $ 980.1 Lease Costs The table below provides certain information related to costs for the Company’s leases for the period presented: Three Months Ended March 31, Lease Costs (in millions) 2020 2019 Components of total lease cost: Finance lease cost Amortization of lease right of use assets $ 2.9 $ — Interest on lease liabilities 0.9 — Operating lease cost 60.5 53.3 Short-term lease cost 22.0 23.3 Variable lease cost 10.6 10.1 Total lease cost $ 96.9 $ 86.7 There were no net gains or losses on any sale-leaseback transactions for the three months ended March 31, 2020 and March 31, 2019. Other Information The table below provides supplemental cash flow information related to leases for the periods presented (in millions): Three Months Ended March 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 60.8 $ 35.4 Operating cash flows for finance leases 0.9 — Financing cash flows for finance leases 2.6 — Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets 111.1 82.7 Lease Term and Discount Rate The table below presents certain information related to the weighted average remaining lease term and weighted average discount rate for the Company’s leases as of March 31, 2020: Weighted average remaining lease term - operating leases 8.5 years Weighted average remaining lease term - finance leases 7.8 years Weighted average discount rate - operating leases 7.82 % Weighted average discount rate - finance leases 5.26 % Undiscounted Cash Flows The table below reconciles the fixed component of the undiscounted cash flows for each of the periods presented to the lease liabilities recorded on the Condensed Consolidated Balance Sheets as of March 31, 2020: Amounts due within twelve months of March 31, (in millions) Finance Leases Operating Leases 2020 $ 16.8 $ 229.2 2021 15.4 194.0 2022 11.0 178.3 2023 11.0 159.2 2024 11.0 152.3 Thereafter 40.0 427.2 Total minimum lease payments 105.2 1,340.2 Less: effect of discounting 19.3 380.4 Present value of future minimum lease payments 85.9 959.8 Less: current obligations under leases 12.7 160.0 Long-term lease obligations $ 73.2 $ 799.8 As of March 31, 2020, the Company has entered into certain leases that have not yet commenced. Such leases include a 15-year lease for hydrogen supply, with future payments estimated to total approximately $212.6 million, expected to commence in the second quarter of 2020. No other such pending leases, either individually or in the aggregate, are material. There are no material lease arrangements in which the Company is the lessor. In the normal course of business, the Company enters into certain affiliate lease arrangements with PBFX for the use of certain storage, terminaling and pipeline assets. The Company believes that the terms and conditions under these leases are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. The terms for these affiliate leases generally range from seven fifteen |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 3 Months Ended |
Mar. 31, 2020 | |
Defined Benefit Plan [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS The Company amended the PBF Energy Pension Plan to, among other things, incorporate into the plan all employees who became employed at the Company’s Martinez, California location on February 1, 2020, in connection with the Martinez Acquisition. The amendment to the plan was effective as of February 1, 2020. The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following: (in millions) Three Months Ended March 31, Pension Benefits 2020 2019 Components of net periodic benefit cost: Service cost $ 13.8 $ 10.9 Interest cost 1.8 2.1 Expected return on plan assets (3.1) (2.4) Amortization of prior service cost and actuarial loss 0.1 0.1 Net periodic benefit cost $ 12.6 $ 10.7 (in millions) Three Months Ended March 31, Post-Retirement Medical Plan 2020 2019 Components of net periodic benefit cost: Service cost $ 0.3 $ 0.2 Interest cost 0.1 0.2 Amortization of prior service cost and actuarial loss 0.1 0.1 Net periodic benefit cost $ 0.5 $ 0.5 |
REVENUES REVENUES
REVENUES REVENUES | 3 Months Ended |
Mar. 31, 2020 | |
Revenues [Abstract] | |
REVENUES | REVENUES Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The following table provides information relating to the Company’s revenues from external customers for each product or group of similar products for the periods presented: Three Months Ended March 31, (in millions) 2020 2019 Gasoline and distillates $ 4,570.4 $ 4,433.0 Feedstocks and other 311.3 200.7 Asphalt and blackoils 207.0 353.0 Chemicals 112.8 151.7 Lubricants 58.5 70.3 Total Revenues $ 5,260.0 $ 5,208.7 The Company’s revenues are generated from the sale of refined petroleum products. These revenues are largely based on the current spot market prices of the products sold, which represent consideration specifically allocable to the products being sold on a given day, and the Company recognizes those revenues upon delivery and transfer of title to the products to our customers. The time at which delivery and transfer of title occurs is the point when the Company’s control of the products is transferred to the Company’s customers and when its performance obligation to its customers is fulfilled. Delivery and transfer of title are specifically agreed to between the Company and customers within the contracts. The Company also has contracts which contain fixed pricing, tiered pricing, minimum volume features with makeup periods, or other factors that have not materially been affected by ASC 606, Revenues from Contracts with Customers. Deferred Revenues The Company records deferred revenues when cash payments are received or are due in advance of performance, including amounts which are refundable. Deferred revenue was $33.9 million and $17.0 million as of March 31, 2020 and December 31, 2019, respectively. Fluctuations in the deferred revenue balance are primarily driven by the timing and extent of cash payments received or due in advance of satisfying the Company’s performance obligations. The Company’s payment terms vary by type and location of customers and the products offered. The period between invoicing and when payment is due is not significant (i.e. generally within two months). For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2020 | |
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 expense 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, which are treated as C-Corporations for income tax purposes. The reported income tax provision in the PBF Holding Condensed Consolidated Financial Statements of Operations consists of the following: Three Months Ended March 31, (in millions) 2020 2019 Current income tax expense $ — $ — Deferred income tax expense (benefit) 14.2 (7.2) Total income tax expense (benefit) $ 14.2 $ (7.2) On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law. The CARES Act includes several provisions for corporations, including increasing the amount of deductible interest, allowing companies to carryback certain Net Operating Losses (“NOLs”) and increasing the amount of NOLs that corporations can use to offset income. The CARES Act did not materially affect the Company’s first-quarter income tax provision, deferred tax assets and liabilities, and related taxes payable. The Company is currently assessing the future implications of these provisions, as applicable, within the CARES Act on its Consolidated Financial Statements. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and December 31, 2019. The Company has 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. The Company has 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. The Company has no derivative contracts that are subject to master netting arrangements that are reflected gross on the Condensed Consolidated Balance Sheets. As of March 31, 2020 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (in millions) Level 1 Level 2 Level 3 Assets: Money market funds $ 1.1 $ — $ — $ 1.1 N/A $ 1.1 Commodity contracts — 9.9 — 9.9 (7.5) 2.4 Derivatives included with inventory intermediation agreement obligations — 66.6 — 66.6 — 66.6 Liabilities: Commodity contracts 1.1 6.4 — 7.5 (7.5) — Catalyst obligations — 35.9 — 35.9 — 35.9 Contingent consideration obligation — — 24.3 24.3 — 24.3 As of December 31, 2019 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (in millions) Level 1 Level 2 Level 3 Assets: Money market funds $ 97.9 $ — $ — $ 97.9 N/A $ 97.9 Commodity contracts 32.5 1.5 — 34.0 (33.8) 0.2 Liabilities: Commodity contracts 32.8 1.0 — 33.8 (33.8) — Catalyst obligations — 47.6 — 47.6 — 47.6 Derivatives included with inventory intermediation agreement obligations — 1.3 — 1.3 — 1.3 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 derivatives included with inventory intermediation agreement obligations and the catalyst 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. • The Martinez Contingent Consideration obligation at March 31, 2020 is categorized in Level 3 of the fair value hierarchy and is estimated using discounted cash flow models based on management’s estimate of the future cash flows related to the earn-out periods. The change in fair value of the obligation during the three months ended March 31, 2020 was impacted primarily by the change in estimated future earnings related to the Martinez refinery during the earn-out period. 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, 2020 and December 31, 2019, $11.0 million and $10.3 million, respectively, were included within Deferred charges and other assets, net for these non-qualified pension plan assets. The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy: (in millions) Three Months Ended March 31, 2020 Balance at beginning of period $ — Additions 77.3 Unrealized gain included in earnings (53.0) Balance at end of period $ 24.3 There were no transfers between levels during the three months ended March 31, 2020 or 2019, respectively. Fair value of debt The table below summarizes the carrying value and fair value of debt as of March 31, 2020 and December 31, 2019. March 31, 2020 December 31, 2019 (in millions) Carrying value Fair value Carrying value Fair value 2028 Senior Notes (a) $ 1,000.0 $ 670.9 $ — $ — 2025 Senior Notes (a) 725.0 480.6 725.0 776.5 2023 Senior Notes (b) — — 500.0 519.7 Revolving Credit Facility (c) 900.0 900.0 — — PBF Rail Term Loan (c) 12.8 12.8 14.5 14.5 Catalyst financing arrangements (d) 35.9 35.9 47.6 47.6 2,673.7 2,100.2 1,287.1 1,358.3 Less - Unamortized deferred financing costs (30.2) n/a (24.3) n/a Long-term debt $ 2,643.5 $ 2,100.2 $ 1,262.8 $ 1,358.3 ____________________________ (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 outstanding senior notes. (b) As discussed in “Note 6 - Debt”, the 2023 Senior Notes were redeemed in full on February 14, 2020. (c) 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. |
DERIVATIVES
DERIVATIVES | 3 Months Ended |
Mar. 31, 2020 | |
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 the Inventory Intermediation Agreements that contain purchase obligations for certain volumes of crude oil, intermediates and refined products. The purchase obligations related to crude oil, intermediates and refined products under these agreements are derivative instruments that have been designated as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value of these purchase obligation derivatives is based on market prices of the underlying crude oil, intermediates and refined products. The level of activity for these derivatives is based on the level of operating inventories. As of March 31, 2020, there were no barrels of crude oil and feedstocks (27,580 barrels at December 31, 2019) outstanding under these derivative instruments designated as fair value hedges. As of March 31, 2020, there were 3,275,153 barrels of intermediates and refined products (3,430,635 barrels at December 31, 2019) outstanding under these derivative instruments designated as fair value 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, 2020, there were 3,500,000 barrels of crude oil and 2,775,000 barrels of refined products (5,511,000 and 5,788,000, respectively, as of December 31, 2019), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts. The Company also uses derivative instruments to mitigate the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. For such contracts that represent derivatives, the Company elects the normal purchase normal sale exception under ASC 815, Derivatives and Hedging, and therefore does not record them at fair value. The following tables provide information about the fair values of these derivative instruments as of March 31, 2020 and December 31, 2019 and the line items in the Condensed Consolidated Balance Sheets in which the fair values are reflected. Description Fair Value (in millions) Derivatives designated as hedging instruments: March 31, 2020: Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 66.6 December 31, 2019: Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ (1.3) Derivatives not designated as hedging instruments: March 31, 2020: Commodity contracts Accounts receivable $ 2.4 December 31, 2019: Commodity contracts Accounts receivable $ 0.2 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 Statements of Operations 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 (in millions) Derivatives designated as hedging instruments: For the three months ended March 31, 2020: Derivatives included with the inventory intermediation agreement obligations Cost of products and other $ 67.9 For the three months ended March 31, 2019: Derivatives included with the inventory intermediation agreement obligations Cost of products and other $ (14.2) Derivatives not designated as hedging instruments: For the three months ended March 31, 2020: Commodity contracts Cost of products and other $ 78.2 For the three months ended March 31, 2019: Commodity contracts Cost of products and other $ 31.7 Hedged items designated in fair value hedges: For the three months ended March 31, 2020: Crude oil, intermediate and refined product inventory Cost of products and other $ (67.9) For the three months ended March 31, 2019: Crude oil, intermediate and refined product inventory Cost of products and other $ 14.2 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Sale of Hydrogen Plants On April 17, 2020, the Company closed on the sale of 5 hydrogen plants to Air Products and Chemicals, Inc. for gross cash proceeds of $530.0 million. In connection with the sale, the Company has agreed to enter into long term off-take arrangements covering hydrogen produced at each of the five plants on terms in line with similar arrangements in place elsewhere in its refining system. Revolver Credit Facility Amendment On May 7, 2020, the Company amended its Revolving Credit Facility to increase its ability to incur certain secured debt from an amount equal to 10% of its total assets to 20% of its total assets. 2025 Senior Secured Notes Offering On May 13, 2020, PBF Holding issued $1.0 billion in aggregate principal amount of 9.25% senior secured notes |
DESCRIPTION OF THE BUSINESS A_2
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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 PBF Holding and PBF Finance financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year. |
Reclassification | ReclassificationAs of March 31, 2020, Financing lease right-of-use assets and liabilities, previously included in Deferred charges and other assets, net and Other long term liabilities, respectively, in the Condensed Consolidated Balance Sheets, are disclosed as separate line items in the Condensed Consolidated Financial Statements. Certain of these amounts previously reported in the Company's Condensed Consolidated Financial Statements and those respective footnotes for prior periods have been reclassified to conform to the 2020 presentation. |
Interim Impairment Assessment | Interim Impairment Assessment The global crisis resulting from the spread of the recent novel coronavirus (“COVID-19”) has had a substantial impact on the economy and overall consumer demand for energy and hydrocarbon products. As a result of the significant decrease in PBF Energy’s stock price as of the end of the quarter and noticeable reduction in demand for the Company’s products, the Company determined an impairment triggering event had occurred. As such, the Company performed an interim impairment assessment on certain long-lived assets as of March 31, 2020. As a result of the interim impairment test, the Company concluded that the carrying values of its long-lived assets were not impaired when comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets over their remaining estimated useful life. |
New Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses” (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This guidance amends the guidance on measuring credit losses on financial assets held at amortized cost. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2020. The adoption of this ASU does not currently impact the Company’s Condensed Consolidated Financial Statements. Refer to “Note 3 - Current Expected Credit Losses” for further disclosure related to our adoption of this pronouncement.. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the effects of reference rate reform on financial reporting. The amendments in this ASU provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference London Interbank Offering Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by topic or industry subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Company is currently evaluating the impact of this new standard on its Condensed Consolidated Financial Statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20)”, to improve the effectiveness of benefit plan disclosures in the notes to financial statements by facilitating clear communication of the information required by GAAP that is most important to users of each entity’s financial statements. The amendments in this ASU modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Additionally, the amendments in this ASU remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendments in this ASU are effective for fiscal years ending after December 15, 2020, for public business entities and early adoption is permitted for all entities. The Company is currently evaluating the impact of this new standard on its Condensed Consolidated Financial Statements and related disclosures. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination, Consideration Transferred, Working Capital Adjustments [Table Text Block] | The total purchase consideration and the fair values of the assets and liabilities at the acquisition date, which may be subject to adjustments as noted above, were as follows: (in millions) Purchase Price Gross purchase price $ 960.0 Working capital, including post close adjustments 216.1 Contingent consideration (a) 77.3 Total consideration $ 1,253.4 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the preliminary amounts recognized for assets acquired and liabilities assumed as of the acquisition date: (in millions) Fair Value Allocation Inventories $ 224.1 Prepaid and other current assets 5.4 Property, plant and equipment 987.9 Operating lease right of use assets 7.8 Financing lease right of use assets 63.5 Deferred charges and other assets, net 63.7 Accrued expenses (1.4) Current operating lease liabilities (1.9) Current financing lease liabilities (a) (6.0) Long-term operating lease liabilities (5.9) Long-term financing lease liabilities (57.5) Other long-term liabilities - Environmental obligation (26.3) Fair value of net assets acquired $ 1,253.4 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 (Unaudited, in millions) Pro-forma revenues $ 5,623.8 $ 6,251.3 Pro-forma net income (loss) attributable to PBF Holding $ (1,505.9) $ 293.6 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following: March 31, 2020 (in millions) Titled Inventory Inventory Intermediation Agreements Total Crude oil and feedstocks $ 1,158.7 $ — $ 1,158.7 Refined products and blendstocks 1,109.6 270.8 1,380.4 Warehouse stock and other 134.6 — 134.6 $ 2,402.9 $ 270.8 $ 2,673.7 Lower of cost or market adjustment (1,521.5) (165.7) (1,687.2) Total inventories $ 881.4 $ 105.1 $ 986.5 December 31, 2019 (in millions) Titled Inventory Inventory Intermediation Agreements Total Crude oil and feedstocks $ 1,071.4 $ 2.7 $ 1,074.1 Refined products and blendstocks 976.0 352.9 1,328.9 Warehouse stock and other 120.8 — 120.8 $ 2,168.2 $ 355.6 $ 2,523.8 Lower of cost or market adjustment (324.8) (76.8) (401.6) Total inventories $ 1,843.4 $ 278.8 $ 2,122.2 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consisted of the following: (in millions) March 31, 2020 December 31, 2019 Inventory-related accruals $ 606.8 $ 1,103.2 Inventory intermediation agreements 209.5 278.1 Excise and sales tax payable 141.9 98.4 Renewable energy credit and emissions obligations 118.4 17.7 Accrued transportation costs 88.5 88.7 Accrued capital expenditures 84.6 31.0 Customer deposits 36.4 1.8 Accrued utilities 28.2 40.1 Accrued interest 26.9 6.8 Accrued salaries and benefits 18.5 77.4 Accrued refinery maintenance and support costs 13.5 16.9 Environmental liabilities 12.6 12.3 Current finance lease liabilities 12.7 6.5 Other 64.6 12.5 Total accrued expenses $ 1,463.1 $ 1,791.4 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | A summary of the Company’s affiliate transactions with PBFX is as follows: Three Months Ended March 31, (in millions) 2020 2019 Reimbursements under affiliate agreements: Services Agreement $ 2.2 $ 2.1 Omnibus Agreement 2.0 1.8 Total expenses under affiliate agreements 75.5 71.3 Total reimbursements under the Omnibus Agreement are included in General and administrative expenses and reimbursements under the Services Agreement and expenses under affiliate agreements are included in Cost of products and other in the Company’s Condensed Consolidated Statements of Operations. |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee [Table Text Block] | The table below presents the lease related assets and liabilities recorded on the Company’s Condensed Consolidated Balance Sheets for the periods presented: (in millions) Classification on the Balance Sheet March 31, 2020 December 31, 2019 Assets Operating lease assets - third party Operating lease right of use assets - third party $ 330.2 $ 306.1 Operating lease assets - affiliate Operating lease right of use assets - affiliate 631.2 650.3 Finance lease assets Financing lease right of use assets - third party 84.9 24.2 Total lease right of use assets $ 1,046.3 $ 980.6 Liabilities Current liabilities: Operating lease liabilities - third party Current operating lease liabilities - third party $ 79.4 $ 72.0 Operating lease liabilities - affiliate Current operating lease liabilities - affiliate 80.6 79.2 Finance lease liabilities - third party Accrued expenses 12.7 6.5 Noncurrent liabilities: Operating lease liabilities - third party Long-term operating lease liabilities - third party 249.3 232.9 Operating lease liabilities - affiliate Long-term operating lease liabilities - affiliate 550.5 571.1 Finance lease liabilities - third party Long-term financing lease liabilities - third party 73.2 18.4 Total lease liabilities $ 1,045.7 $ 980.1 |
Lease, Cost [Table Text Block] | The table below provides certain information related to costs for the Company’s leases for the period presented: Three Months Ended March 31, Lease Costs (in millions) 2020 2019 Components of total lease cost: Finance lease cost Amortization of lease right of use assets $ 2.9 $ — Interest on lease liabilities 0.9 — Operating lease cost 60.5 53.3 Short-term lease cost 22.0 23.3 Variable lease cost 10.6 10.1 Total lease cost $ 96.9 $ 86.7 |
Supplemental Cash Flow and Other Information [Table Text Block] | The table below provides supplemental cash flow information related to leases for the periods presented (in millions): Three Months Ended March 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 60.8 $ 35.4 Operating cash flows for finance leases 0.9 — Financing cash flows for finance leases 2.6 — Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets 111.1 82.7 Lease Term and Discount Rate The table below presents certain information related to the weighted average remaining lease term and weighted average discount rate for the Company’s leases as of March 31, 2020: Weighted average remaining lease term - operating leases 8.5 years Weighted average remaining lease term - finance leases 7.8 years Weighted average discount rate - operating leases 7.82 % Weighted average discount rate - finance leases 5.26 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | The table below reconciles the fixed component of the undiscounted cash flows for each of the periods presented to the lease liabilities recorded on the Condensed Consolidated Balance Sheets as of March 31, 2020: Amounts due within twelve months of March 31, (in millions) Finance Leases Operating Leases 2020 $ 16.8 $ 229.2 2021 15.4 194.0 2022 11.0 178.3 2023 11.0 159.2 2024 11.0 152.3 Thereafter 40.0 427.2 Total minimum lease payments 105.2 1,340.2 Less: effect of discounting 19.3 380.4 Present value of future minimum lease payments 85.9 959.8 Less: current obligations under leases 12.7 160.0 Long-term lease obligations $ 73.2 $ 799.8 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Defined Benefit Plan [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: (in millions) Three Months Ended March 31, Pension Benefits 2020 2019 Components of net periodic benefit cost: Service cost $ 13.8 $ 10.9 Interest cost 1.8 2.1 Expected return on plan assets (3.1) (2.4) Amortization of prior service cost and actuarial loss 0.1 0.1 Net periodic benefit cost $ 12.6 $ 10.7 (in millions) Three Months Ended March 31, Post-Retirement Medical Plan 2020 2019 Components of net periodic benefit cost: Service cost $ 0.3 $ 0.2 Interest cost 0.1 0.2 Amortization of prior service cost and actuarial loss 0.1 0.1 Net periodic benefit cost $ 0.5 $ 0.5 |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenues [Abstract] | |
Revenue from External Customers by Products and Services [Table Text Block] | The following table provides information relating to the Company’s revenues from external customers for each product or group of similar products for the periods presented: Three Months Ended March 31, (in millions) 2020 2019 Gasoline and distillates $ 4,570.4 $ 4,433.0 Feedstocks and other 311.3 200.7 Asphalt and blackoils 207.0 353.0 Chemicals 112.8 151.7 Lubricants 58.5 70.3 Total Revenues $ 5,260.0 $ 5,208.7 |
INCOME TAXES INCOME TAX EXPENSE
INCOME TAXES INCOME TAX EXPENSE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
INCOME TAX EXPENSE [Abstract] | |
Schedule of components of income tax provision (benefit) | The reported income tax provision in the PBF Holding Condensed Consolidated Financial Statements of Operations consists of the following: Three Months Ended March 31, (in millions) 2020 2019 Current income tax expense $ — $ — Deferred income tax expense (benefit) 14.2 (7.2) Total income tax expense (benefit) $ 14.2 $ (7.2) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and December 31, 2019. The Company has 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. The Company has 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. The Company has no derivative contracts that are subject to master netting arrangements that are reflected gross on the Condensed Consolidated Balance Sheets. As of March 31, 2020 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (in millions) Level 1 Level 2 Level 3 Assets: Money market funds $ 1.1 $ — $ — $ 1.1 N/A $ 1.1 Commodity contracts — 9.9 — 9.9 (7.5) 2.4 Derivatives included with inventory intermediation agreement obligations — 66.6 — 66.6 — 66.6 Liabilities: Commodity contracts 1.1 6.4 — 7.5 (7.5) — Catalyst obligations — 35.9 — 35.9 — 35.9 Contingent consideration obligation — — 24.3 24.3 — 24.3 As of December 31, 2019 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (in millions) Level 1 Level 2 Level 3 Assets: Money market funds $ 97.9 $ — $ — $ 97.9 N/A $ 97.9 Commodity contracts 32.5 1.5 — 34.0 (33.8) 0.2 Liabilities: Commodity contracts 32.8 1.0 — 33.8 (33.8) — Catalyst obligations — 47.6 — 47.6 — 47.6 Derivatives included with inventory intermediation agreement obligations — 1.3 — 1.3 — 1.3 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy: (in millions) Three Months Ended March 31, 2020 Balance at beginning of period $ — Additions 77.3 Unrealized gain included in earnings (53.0) Balance at end of period $ 24.3 |
Schedule of Fair value of Debt | The table below summarizes the carrying value and fair value of debt as of March 31, 2020 and December 31, 2019. March 31, 2020 December 31, 2019 (in millions) Carrying value Fair value Carrying value Fair value 2028 Senior Notes (a) $ 1,000.0 $ 670.9 $ — $ — 2025 Senior Notes (a) 725.0 480.6 725.0 776.5 2023 Senior Notes (b) — — 500.0 519.7 Revolving Credit Facility (c) 900.0 900.0 — — PBF Rail Term Loan (c) 12.8 12.8 14.5 14.5 Catalyst financing arrangements (d) 35.9 35.9 47.6 47.6 2,673.7 2,100.2 1,287.1 1,358.3 Less - Unamortized deferred financing costs (30.2) n/a (24.3) n/a Long-term debt $ 2,643.5 $ 2,100.2 $ 1,262.8 $ 1,358.3 ____________________________ (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 outstanding senior notes. (b) As discussed in “Note 6 - Debt”, the 2023 Senior Notes were redeemed in full on February 14, 2020. (c) 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. |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and December 31, 2019 and the line items in the Condensed Consolidated Balance Sheets in which the fair values are reflected. Description Fair Value (in millions) Derivatives designated as hedging instruments: March 31, 2020: Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 66.6 December 31, 2019: Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ (1.3) Derivatives not designated as hedging instruments: March 31, 2020: Commodity contracts Accounts receivable $ 2.4 December 31, 2019: Commodity contracts Accounts receivable $ 0.2 |
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 Statements of Operations 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 (in millions) Derivatives designated as hedging instruments: For the three months ended March 31, 2020: Derivatives included with the inventory intermediation agreement obligations Cost of products and other $ 67.9 For the three months ended March 31, 2019: Derivatives included with the inventory intermediation agreement obligations Cost of products and other $ (14.2) Derivatives not designated as hedging instruments: For the three months ended March 31, 2020: Commodity contracts Cost of products and other $ 78.2 For the three months ended March 31, 2019: Commodity contracts Cost of products and other $ 31.7 Hedged items designated in fair value hedges: For the three months ended March 31, 2020: Crude oil, intermediate and refined product inventory Cost of products and other $ (67.9) For the three months ended March 31, 2019: Crude oil, intermediate and refined product inventory Cost of products and other $ 14.2 |
DESCRIPTION OF THE BUSINESS A_3
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) | 3 Months Ended |
Mar. 31, 2020segment | |
Description of Business [Line Items] | |
Number of reportable segments | 1 |
PBF Energy [Member] | Class A Common Stock [Member] | |
Description of Business [Line Items] | |
Percentage of ownership in PBF LLC | 99.20% |
ACQUISITIONS (Additional Inform
ACQUISITIONS (Additional Information) (Details) - USD ($) $ in Millions | Feb. 01, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Business Combination, Acquisition Related Costs | $ 11.5 | $ 0 | ||
Martinez Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred | $ 1,253.4 | |||
Working capital, including post close adjustments | 216.1 | |||
Term of Agreement | 4 years | |||
Contingent consideration | [1] | $ 77.3 | ||
[1] | The Martinez Acquisition includes an obligation for the Company to make post-closing earn-out payments to the Seller based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company recorded the Martinez Contingent Consideration based on its estimated fair value of $77.3 million at the acquisition date, which was recorded within “Other long-term liabilities” within the Condensed Consolidated Balance Sheets. |
ACQUISITIONS (Purchase Price) (
ACQUISITIONS (Purchase Price) (Details) - USD ($) $ in Millions | Feb. 01, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Gross purchase price | $ 1,176.2 | $ 0 | ||
Martinez Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Gross purchase price | $ 960 | |||
Working capital, including post close adjustments | 216.1 | |||
Contingent consideration | [1] | 77.3 | ||
Total consideration | $ 1,253.4 | |||
[1] | The Martinez Acquisition includes an obligation for the Company to make post-closing earn-out payments to the Seller based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company recorded the Martinez Contingent Consideration based on its estimated fair value of $77.3 million at the acquisition date, which was recorded within “Other long-term liabilities” within the Condensed Consolidated Balance Sheets. |
ACQUISITIONS (Assets and Liabil
ACQUISITIONS (Assets and Liabilities Acquired) (Details) - Martinez Acquisition [Member] $ in Millions | Feb. 01, 2020USD ($) | |
Business Acquisition [Line Items] | ||
Inventories | $ 224.1 | |
Prepaid and other current assets | 5.4 | |
Property, plant and equipment | 987.9 | |
Operating lease right of use assets | 7.8 | |
Financing lease right of use assets | 63.5 | |
Deferred charges and other assets, net | 63.7 | |
Accrued expenses | 1.4 | |
Current operating lease liabilities | 1.9 | |
Current financing lease liabilities (a) | 6 | [1] |
Long-term operating lease liabilities | 5.9 | |
Long-term financing lease liabilities | 57.5 | |
Other long-term liabilities - Environmental obligation | (26.3) | |
Fair value of net assets acquired | $ 1,253.4 | |
[1] | Current financing lease liabilities are recorded in Accrued expenses within the Condensed Consolidated Balance Sheet. |
ACQUISITIONS (Pro Forma Informa
ACQUISITIONS (Pro Forma Information) (Details) - Martinez Acquisition [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Acquisition [Line Items] | ||
Pro-forma revenues | $ 5,623.8 | $ 6,251.3 |
Pro-forma net income (loss) attributable to PBF Holding | $ (1,505.9) | $ 293.6 |
Credit Losses (Details)
Credit Losses (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Credit Loss [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss | $ 0 | $ 0 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Inventory [Line Items] | ||||
Crude oil and feedstocks | $ 1,158,700 | $ 1,074,100 | ||
Refined products and blendstocks | 1,380,400 | 1,328,900 | ||
Warehouse stock and other | 134,600 | 120,800 | ||
Inventory, Gross | 2,673,700 | 2,523,800 | ||
Lower of cost or market adjustment | (1,687,200) | (401,600) | ||
Total inventories | 986,500 | 2,122,200 | ||
Income (Loss) from Operations | (1,414,400) | $ 335,500 | ||
Scenario, Adjustment [Member] | ||||
Inventory [Line Items] | ||||
Lower of cost or market adjustment | (1,687,200) | (145,800) | (401,600) | $ (651,800) |
Income (Loss) from Operations | (1,285,600) | $ 506,000 | ||
Titled Inventory [Member] | ||||
Inventory [Line Items] | ||||
Crude oil and feedstocks | 1,158,700 | 1,071,400 | ||
Refined products and blendstocks | 1,109,600 | 976,000 | ||
Warehouse stock and other | 134,600 | 120,800 | ||
Inventory, Gross | 2,402,900 | 2,168,200 | ||
Lower of cost or market adjustment | (1,521,500) | (324,800) | ||
Total inventories | 881,400 | 1,843,400 | ||
Inventory Supply and Offtake Arrangements [Member] | ||||
Inventory [Line Items] | ||||
Crude oil and feedstocks | 0 | 2,700 | ||
Refined products and blendstocks | 270,800 | 352,900 | ||
Warehouse stock and other | 0 | 0 | ||
Inventory, Gross | 270,800 | 355,600 | ||
Lower of cost or market adjustment | (165,700) | (76,800) | ||
Total inventories | $ 105,100 | $ 278,800 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Accrued Expenses: | ||
Inventory-related accruals | $ 606.8 | $ 1,103.2 |
Inventory intermediation agreements | 209.5 | 278.1 |
Excise and sales tax payable | 141.9 | 98.4 |
Renewable energy credit and emissions obligations | 118.4 | 17.7 |
Accrued transportation costs | 88.5 | 88.7 |
Accrued capital expenditures | 84.6 | 31 |
Customer deposits | 36.4 | 1.8 |
Accrued utilities | 28.2 | 40.1 |
Accrued interest | 26.9 | 6.8 |
Accrued salaries and benefits | 18.5 | 77.4 |
Accrued refinery maintenance and support costs | 13.5 | 16.9 |
Environmental liabilities | 12.6 | 12.3 |
Current finance lease liabilities | 12.7 | 6.5 |
Other | 64.6 | 12.5 |
Total accrued expenses | $ 1,463.1 | $ 1,791.4 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | May 13, 2020 | Jan. 24, 2020 | May 07, 2020 | May 06, 2020 | Mar. 31, 2020 | Feb. 18, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||
Uncommitted Receivables Purchase Facility, Maximum Borrowing | $ 300,000 | ||||||
2028 Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 1,000,000 | ||||||
Interest rate | 6.00% | ||||||
Proceeds from Debt, Net of Issuance Costs | $ 987,000 | ||||||
2023 Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 7.00% | ||||||
2025 Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 7.25% | ||||||
2025 Senior Secured Notes [Member] | Subsequent Event [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 1,000,000 | ||||||
Interest rate | 9.25% | ||||||
Proceeds from Debt, Net of Issuance Costs | $ 987,500 | ||||||
2028 Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 1,000,000 | $ 0 | |||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 35.00% | ||||||
Debt Instrument, Redemption Price, Percentage | 106.00% | ||||||
Revolving Credit Facility [Member] | Line of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 3,400,000 | ||||||
Line of Credit Facility, Accordion Feature, Increase Limit | 3,500,000 | ||||||
Long-term Line of Credit | $ 900,000 | $ 0 | |||||
Revolving Credit Facility [Member] | Line of Credit [Member] | Subsequent Event [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Ability to incur certain secured debt, percentage of total assets | 20.00% | 10.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - PBF Logistics LP [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cost of Sales [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | $ 75.5 | $ 71.3 |
Fifth Amended and Restated Omnibus Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Annual Fee Increase | 8.3 | |
Omnibus Agreement [Member] | General and Administrative Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | 2 | 1.8 |
Services Agreement [Member] | General and Administrative Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | $ 2.2 | $ 2.1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Feb. 01, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Loss Contingencies [Line Items] | ||||
Environmental liability | $ 162 | $ 132.2 | ||
Martinez Acquisition [Member] | ||||
Loss Contingencies [Line Items] | ||||
Term of Agreement | 4 years | |||
Contingent consideration | [1] | $ 77.3 | ||
Business Combination, Contingent Consideration, Liability | $ 24.3 | |||
Contingent Consideration, Discount Rate | 0.246 | |||
Contingent Consideration, Undiscounted Liability | $ 43.5 | |||
Environmental Issue [Member] | Torrance Refinery [Member] | ||||
Loss Contingencies [Line Items] | ||||
Environmental liability | 119.8 | 121.3 | ||
Other Noncurrent Liabilities [Member] | ||||
Loss Contingencies [Line Items] | ||||
Environmental liability | $ 149.4 | $ 119.9 | ||
[1] | The Martinez Acquisition includes an obligation for the Company to make post-closing earn-out payments to the Seller based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company recorded the Martinez Contingent Consideration based on its estimated fair value of $77.3 million at the acquisition date, which was recorded within “Other long-term liabilities” within the Condensed Consolidated Balance Sheets. |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Sale and Leaseback Transaction, Gain (Loss), Net | $ 0 | $ 0 | |
Operating lease cost | 60.5 | 53.3 | |
Operating Lease, Liability, Current | 160 | ||
Operating Lease, Liability, Noncurrent | $ 799.8 | ||
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 1 year | ||
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 20 years | ||
Hydrogen Supply [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Leases Not Yet Commenced, Liability | $ 212.6 | ||
Lease with Affiliate [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | 32.3 | $ 27.1 | |
Operating Lease, Right-of-Use Asset | 631.2 | $ 650.3 | |
Operating Lease, Liability, Current | 80.6 | 79.2 | |
Operating Lease, Liability, Noncurrent | $ 550.5 | $ 571.1 | |
Lease with Affiliate [Member] | Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 7 years | ||
Lease with Affiliate [Member] | Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 15 years | ||
Hydrogen Supply - Second Quarter 2020 [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Lease Not Yet Commenced, Term Of Contract | 15 years |
Leases - Lease Assets and Liabi
Leases - Lease Assets and Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Lease Assets and Liabilities [Line Items] | ||
Financing lease right of use assets - third party | $ 84.9 | $ 24.2 |
Lease, Right-of-Use Asset | 1,046.3 | 980.6 |
Operating Lease, Liability, Current | 160 | |
Current finance lease liabilities | 12.7 | 6.5 |
Operating Lease, Liability, Noncurrent | 799.8 | |
Long-term financing lease liabilities - third party | 73.2 | 18.4 |
Lease Liability | 1,045.7 | 980.1 |
Third Party Lease [Member] | ||
Lease Assets and Liabilities [Line Items] | ||
Operating Lease, Right-of-Use Asset | 330.2 | 306.1 |
Operating Lease, Liability, Current | 79.4 | 72 |
Operating Lease, Liability, Noncurrent | 249.3 | 232.9 |
Lease with Affiliate [Member] | ||
Lease Assets and Liabilities [Line Items] | ||
Operating Lease, Right-of-Use Asset | 631.2 | 650.3 |
Operating Lease, Liability, Current | 80.6 | 79.2 |
Operating Lease, Liability, Noncurrent | $ 550.5 | $ 571.1 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Finance Lease, Right-of-Use Asset, Amortization | $ 2.9 | $ 0 |
Finance Lease, Interest Expense | 0.9 | 0 |
Operating lease cost | 60.5 | 53.3 |
Short-term lease cost | 22 | 23.3 |
Variable lease cost | 10.6 | 10.1 |
Total lease cost | $ 96.9 | $ 86.7 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Supplemental Cash Flow and Other Information [Line Items] | ||
Operating Lease, Payments | $ 60.8 | $ 35.4 |
Finance Lease, Interest Payment on Liability | 0.9 | 0 |
Payments on financing leases | 2.6 | 0 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 47.6 | 936.6 |
Operating Lease, Weighted Average Remaining Lease Term | 8 years 6 months | |
Finance Lease, Weighted Average Remaining Lease Term | 7 years 9 months 18 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 7.82% | |
Finance Lease, Weighted Average Discount Rate, Percent | 5.26% | |
Adjustments for New Accounting Pronouncement [Member] | ||
Supplemental Cash Flow and Other Information [Line Items] | ||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 111.1 | $ 82.7 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Finance Lease, Liability, Payment, Due [Abstract] | ||
2020 | $ 16.8 | |
2021 | 15.4 | |
2022 | 11 | |
2023 | 11 | |
2024 | 11 | |
Thereafter | 40 | |
Total minimum lease payments | 105.2 | |
Less: effect of discounting | 19.3 | |
Finance Lease, Liability, Total | 85.9 | |
Finance Lease, Liability, Current | (12.7) | $ (6.5) |
Long-term lease obligations | 73.2 | $ 18.4 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2020 | 229.2 | |
2021 | 194 | |
2022 | 178.3 | |
2023 | 159.2 | |
2024 | 152.3 | |
Thereafter | 427.2 | |
Total minimum lease payments | 1,340.2 | |
Less: effect of discounting | 380.4 | |
Operating Lease, Liability, Total | 959.8 | |
Operating Lease, Liability, Current | (160) | |
Long-term lease obligations | $ 799.8 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Pension Plan, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Service Cost | $ 13.8 | $ 10.9 |
Defined Benefit Plan, Interest Cost | 1.8 | 2.1 |
Defined Benefit Plan, Expected Return (Loss) on Plan Assets | (3.1) | (2.4) |
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) | 0.1 | 0.1 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Total | 12.6 | 10.7 |
Post Retirement Medical Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Service Cost | 0.3 | 0.2 |
Defined Benefit Plan, Interest Cost | 0.1 | 0.2 |
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) | 0.1 | 0.1 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Total | $ 0.5 | $ 0.5 |
REVENUES (Details)
REVENUES (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Revenues | $ 5,260 | $ 5,208.7 | |
Deferred revenue | 33.9 | $ 17 | |
Gasoline And distillates [Member] | |||
Revenues | 4,570.4 | 4,433 | |
Feedstocks and other [Member] | |||
Revenues | 311.3 | 200.7 | |
Asphalt and blackoils [Member] | |||
Revenues | 207 | 353 | |
Chemicals [Member] | |||
Revenues | 112.8 | 151.7 | |
Lubricants [Member] | |||
Revenues | $ 58.5 | $ 70.3 |
INCOME TAXES Income Taxes (Deta
INCOME TAXES Income Taxes (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)subsidiary | Mar. 31, 2019USD ($) | |
Income Taxes [Line Items] | ||
Number Of Subsidiaries Acquired | subsidiary | 2 | |
Current income tax expense | $ 0 | $ 0 |
Deferred income tax expense (benefit) | 14.2 | (7.2) |
Total income tax expense (benefit) | $ 14.2 | $ (7.2) |
FAIR VALUE MEASUREMENTS (Measur
FAIR VALUE MEASUREMENTS (Measured on Recurring Basis) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Defined Benefit Plan, Plan Assets, Amount | $ 11 | $ 10.3 |
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 | 7.5 | 33.8 |
Derivative, Collateral, Right to Reclaim Cash | (7.5) | (33.8) |
Derivative Liability | 0 | 0 |
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 | 1.1 | 32.8 |
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 | 6.4 | 1 |
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 | 0 |
Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, Collateral, Right to Reclaim Cash | 0 | |
Obligations, Fair Value Disclosure | 24.3 | |
Contingent Consideration | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | |
Contingent Consideration | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | |
Contingent Consideration | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 24.3 | |
Catalyst Obligation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, Collateral, Right to Reclaim Cash | 0 | 0 |
Obligations, Fair Value Disclosure | 35.9 | 47.6 |
Catalyst Obligation [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Catalyst Obligation [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 35.9 | 47.6 |
Catalyst Obligation [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Inventory Intermediation Agreement Obligation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, Effect of Counter-party Netting | 0 | |
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 1.3 | |
Derivative Liability | 1.3 | |
Inventory Intermediation Agreement Obligation [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 | 0 | |
Inventory Intermediation Agreement Obligation [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 | 1.3 | |
Inventory Intermediation Agreement Obligation [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 | |
Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 1.1 | 97.9 |
Money market funds [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 1.1 | 97.9 |
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 | 9.9 | 34 |
Derivative assets, Effect of Counter-party Netting | (7.5) | (33.8) |
Derivative assets, Net Carrying Value on Balance Sheet | 2.4 | 0.2 |
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 | 0 | 32.5 |
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 | 9.9 | 1.5 |
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 | $ 0 |
Inventory Intermediation Agreement Obligation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 66.6 | |
Derivative assets, Effect of Counter-party Netting | 0 | |
Derivative assets, Net Carrying Value on Balance Sheet | 66.6 | |
Inventory Intermediation Agreement Obligation [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 | |
Inventory Intermediation Agreement Obligation [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 | 66.6 | |
Inventory Intermediation Agreement Obligation [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 |
FAIR VALUE MEASUREMENTS (Change
FAIR VALUE MEASUREMENTS (Change in Fair Value at Level 3) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward] | ||
Transfers into Level 3 | $ 0 | $ 0 |
Transfers out of Level 3 | 0 | $ 0 |
Contingent Consideration | ||
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward] | ||
Balance at beginning of period | 0 | |
Purchases | 77.3 | |
Unrealized loss included in earnings | (53) | |
Balance at end of period | $ 24.3 |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value and Carrying Value of Debt) (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term debt, Fair value | $ 2,100.2 | $ 1,358.3 | ||
Long-term Debt, Gross | 2,673.7 | 1,287.1 | ||
Unamortized Debt Issuance Expense | (30.2) | (24.3) | ||
Long-term Debt, Excluding Current Maturities | 2,643.5 | 1,262.8 | ||
Long-term debt, excluding current maturities, Fair value | 2,100.2 | 1,358.3 | ||
2028 Senior Notes [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 1,000 | 0 | ||
Long-term debt, Fair value | 670.9 | [1] | 0 | |
2025 Senior Notes [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 725 | 725 | ||
Long-term debt, Fair value | [1] | 480.6 | 776.5 | |
2023 Senior Notes [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 0 | [2] | 500 | |
Long-term debt, Fair value | 0 | 519.7 | ||
Line of Credit [Member] | Revolving Credit Facility [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Line of Credit | 900 | 0 | ||
Lines of Credit, Fair Value Disclosure | 900 | [3] | 0 | |
Catalyst Obligation [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 35.9 | 47.6 | ||
Long-term debt, Fair value | [4] | 35.9 | 47.6 | |
PBF Rail Logistics Company LLC [Member] | Notes Payable to Banks [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 12.8 | 14.5 | ||
Long-term debt, Fair value | [3] | $ 12.8 | $ 14.5 | |
[1] | The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the outstanding senior notes. | |||
[2] | As discussed in “Note 6 - Debt”, the 2023 Senior Notes were redeemed in full on February 14, 2020. | |||
[3] | 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. | |||
[4] | Catalyst financing arrangements 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 repurchase obligations as the Company’s liability is directly impacted by the change in fair value of the underlying catalyst. |
DERIVATIVES (Narrative) (Detail
DERIVATIVES (Narrative) (Details) - bbl | Mar. 31, 2020 | Dec. 31, 2019 |
Crude Oil and Feedstock Inventory [Member] | Fair Value Hedging [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount, volume | 0 | 27,580 |
Intermediates and Refined Products Inventory [Member] | Fair Value Hedging [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount, volume | 3,275,153 | 3,430,635 |
Crude Oil Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount, volume | 3,500,000 | 5,511,000 |
Refined Product Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount, volume | 2,775,000 | 5,788,000 |
DERIVATIVES (Fair Value of Deri
DERIVATIVES (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | Accrued Expenses [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset/(Liability) | $ 66.6 | $ (1.3) |
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accounts Receivable | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset/(Liability) | $ 2.4 | $ 0.2 |
DERIVATIVES (Gain (Loss) Recogn
DERIVATIVES (Gain (Loss) Recognized in Income) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (Loss) on Fair Value Hedge Ineffectiveness, Net | $ 0 | $ 0 |
Inventory Intermediation Agreement Obligation [Member] | Designated as Hedging Instrument [Member] | Cost of Sales [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain or (Loss) Recognized in Income on Derivatives | 67.9 | (14.2) |
Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | Cost of Sales [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain or (Loss) Recognized in Income on Derivatives | 78.2 | 31.7 |
Intermediates and Refined Products Inventory [Member] | Designated as Hedging Instrument [Member] | Fair Value Hedging [Member] | Cost of Sales [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain or (Loss) Recognized in Income on Derivatives | $ (67.9) | $ 14.2 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] $ in Millions | May 13, 2020USD ($) | Apr. 17, 2020USD ($)hydrogenPlants | May 07, 2020 | May 06, 2020 |
Subsequent Event [Line Items] | ||||
Number of Hydrogen Plants Sold | hydrogenPlants | 5 | |||
Proceeds from Sale of Other Assets | $ 530 | |||
2025 Senior Secured Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Long-term Debt | $ 1,000 | |||
Interest rate | 9.25% | |||
Proceeds from Debt, Net of Issuance Costs | $ 987.5 | |||
Revolving Credit Facility [Member] | Line of Credit [Member] | ||||
Subsequent Event [Line Items] | ||||
Ability to incur certain secured debt, percentage of total assets | 20.00% | 10.00% |