XML 64 R45.htm IDEA: XBRL DOCUMENT v3.8.0.1
NONCONTROLLING INTERESTS (Tables)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Noncontrolling Interest [Abstract]    
Schedule of noncontrolling interest
The noncontrolling interest ownership percentages in PBF LLC as of the completion dates of each of the equity offerings and year ends occurring in the years ended December 31, 2017, 2016 and 2015 are calculated as follows:
 
Holders of
PBF LLC Series
A Units
 
Outstanding Shares
of PBF Energy
Class A
Common
Stock
 
Total
January 1, 2015
9,170,696

 
81,981,119

 
91,151,815

 
10.1
%
 
89.9
%
 
100
%
February 6, 2015 - Secondary offering
5,366,043

 
85,768,077

 
91,134,120

 
5.9
%
 
94.1
%
 
100
%
October 13, 2015 - Equity offering
5,111,358

 
97,393,850

 
102,505,208

 
5.0
%
 
95.0
%
 
100
%
December 31, 2015
4,985,358

 
97,781,933

 
102,767,291

 
4.9
%
 
95.1
%
 
100
%
December 19, 2016 - Equity offering
4,120,902

 
109,004,047

 
113,124,949

 
3.6
%
 
96.4
%
 
100
%
December 31, 2016
3,920,902

 
109,204,047

 
113,124,949

 
3.5
%
 
96.5
%
 
100
%
December 31, 2017
3,767,464

 
110,565,531

 
114,332,995

 
3.3
%
 
96.7
%
 
100
%
The noncontrolling interest ownership percentages in PBFX as of the DCR Products Pipeline and Truck Rack Acquisitions, the 2016 PBFX Equity Offerings and the years ended December 31, 2017, 2016 and 2015 are calculated as follows:
 
Units of PBFX Held by the Public
 
Units of PBFX Held by PBF LLC (Including Subordinated Units)
 
Total
January 1, 2015
15,812,500

 
17,171,077

 
32,983,577

 
47.9
%
 
52.1
%
 
100.0
%
May 15, 2015
15,812,500

 
18,459,497

 
34,271,997

 
46.1
%
 
53.9
%
 
100.0
%
December 31, 2015
15,924,676

 
18,459,497

 
34,384,173

 
46.3
%
 
53.7
%
 
100.0
%
April 5, 2016
18,799,676

 
18,459,497

 
37,259,173

 
50.5
%
 
49.5
%
 
100.0
%
August 17, 2016
22,893,472

 
18,459,497

 
41,352,969

 
55.4
%
 
44.6
%
 
100.0
%
December 31, 2016
23,271,174

 
18,459,497

 
41,730,671

 
55.8
%
 
44.2
%
 
100.0
%
December 31, 2017
23,441,211

 
18,459,497

 
41,900,708

 
55.9
%
 
44.1
%
 
100.0
%
 
Schedule of stockholders equity
STOCKHOLDERS’ AND MEMBERS’ EQUITY STRUCTURE
Class A Common Stock
Holders of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon the Company’s dissolution or liquidation or the sale of all or substantially all of the assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata remaining assets available for distribution. Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights.
Class B Common Stock
Holders of shares of Class B common stock are entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each PBF LLC Series A Unit beneficially owned by such holder. Accordingly, the members of PBF LLC other than PBF Energy collectively have a number of votes in PBF Energy that is equal to the aggregate number of PBF LLC Series A Units that they hold.
Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by applicable law.
Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of PBF Energy.
Preferred Stock
Authorized preferred stock may be issued in one or more series, with designations, powers and preferences as shall be designated by the Board of Directors.
PBF LLC Capital Structure
PBF LLC Series A Units
The allocation of profits and losses and distributions to PBF LLC Series A unit holders is governed by the Limited Liability Company Agreement of PBF LLC. These allocations are made on a pro rata basis with PBF LLC Series C Units. PBF LLC Series A unit holders do not have voting rights.
PBF LLC Series B Units
The PBF LLC Series B Units are intended to be “profit interests” within the meaning of Revenue Procedures 93-27 and 2001-43 of the Internal Revenue Service and have a stated value of zero at issuance. The PBF LLC Series B Units are held by certain of the Company’s current and former officers, have no voting rights and are designed to increase in value only after the Company’s financial sponsors achieve certain levels of return on their investment in PBF LLC Series A Units. Accordingly, the amounts paid to the holders of PBF LLC Series B Units, if any, will reduce only the amounts otherwise payable to the PBF LLC Series A Units held by the Company’s financial sponsors, and will not reduce or otherwise impact any amounts payable to PBF Energy (the holder of PBF LLC Series C Units), the holders of the Company’s Class A common stock or any other holder of PBF LLC Series A Units. The maximum number of PBF LLC Series B Units authorized to be issued is 1,000,000.
PBF LLC Series C Units
The PBF LLC Series C Units rank on a parity with the PBF LLC Series A Units as to distribution rights, voting rights and rights upon liquidation, winding up or dissolution. PBF LLC Series C Units are held solely by PBF Energy.
Information about the issued classes of PBF LLC units for the years ended December 31, 2017, 2016 and 2015, is as follows:
 
 
Series A Units
 
Series B Units
 
Series C Units
Balance—January 1, 2015
 
9,170,696

 
1,000,000

 
81,981,119

Secondary offering transaction
 
(3,804,653
)
 

 
3,804,653

Issuances of restricted stock
 

 

 
247,720

Exercise of warrants and options
 
149,974

 

 
12,766

Exchange of Series A Units for Class A common stock of PBF Energy Inc.
 
(529,178
)
 

 
529,178

Redemption of C Units in connection with stock repurchase
 

 

 
(284,771
)
Surrender of units for tax withholding
 
(1,481
)
 

 
(8,732
)
October 2015 equity offering
 

 

 
11,500,000

Balance - December 31, 2015
 
4,985,358

 
1,000,000

 
97,781,933

Issuances of restricted stock
 

 

 
320,458

Exercise of warrants and options
 
25,550

 

 
11,650

Exchange of Series A Units for Class A common stock of PBF Energy Inc.
 
(1,090,006
)
 

 
1,090,006

December 2016 Equity Offering
 

 

 
10,000,000

Balance - December 31, 2016
 
3,920,902

 
1,000,000

 
109,204,047

Issuances of restricted stock
 

 

 
702,404

Exercise of warrants and options
 
64,373

 

 
462,500

Exchange of Series A Units for Class A common stock of PBF Energy Inc.
 
(196,580
)
 

 
196,580

Redemption of Series A Units by PBF Energy
 
(21,231
)
 

 
21,231

Balance - December 31, 2017
 
3,767,464

 
1,000,000

 
110,586,762


The warrants and options exercised in the table above include both non-compensatory and compensatory PBF LLC Series A warrants and options.
Treasury Stock
The Company’s Board of Directors authorized the repurchase of up to $300,000 of the Company’s Class A common stock (the “Repurchase Program”). On September 26, 2016, the Company’s Board of Directors approved a two year extension to the Repurchase Program. As a result of the extension, the Repurchase Program will expire on September 30, 2018. From the inception of the Repurchase Program through December 31, 2017, the Company has purchased approximately 6.05 million shares of the Company’s Class A common stock through open market transactions under the Repurchase Program, for a total of $150,804. There were no shares repurchased under the Repurchase program in either of the years ended December 31, 2017 or December 31, 2016.
These repurchases may be made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which may be effected through Rule 10b5-1 and Rule 10b-18 plans. The timing and number of shares repurchased will depend on a variety of factors, including price, capital availability, legal requirements and economic and market conditions. The Company is not obligated to purchase any shares under the Repurchase Program, and repurchases may be suspended or discontinued at any time without prior notice.
As of December 31, 2017, the Company had $149,196 remaining in authorized expenditures under the Repurchase Program.
The Company also records Class A common stock surrendered to cover income tax withholdings for certain directors and employees and others pursuant to the vesting of certain awards under the Company’s equity-based compensation plans as treasury shares.
The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF Energy for the years ended December 31, 2017 and 2016:
 
PBF Energy
Inc. Equity
 
Noncontrolling
Interest in PBF LLC
 
Noncontrolling Interest in PBF Holding
 
Noncontrolling
Interest in PBFX
 
Total Equity
Balance at January 1, 2017
$
2,025,044

 
$
98,671

 
$
12,513

 
$
434,456

 
$
2,570,684

Comprehensive income
414,575

 
16,714

 
95

 
51,073

 
482,457

Dividends and distributions
(131,783
)
 
(4,584
)
 
(1,800
)
 
(44,636
)
 
(182,803
)
Stock-based compensation
21,503

 

 

 
5,345

 
26,848

Exercise of PBF LLC options and warrants, net
10,533

 
(598
)
 

 

 
9,935

Effects of exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and tax receivable agreement obligation

(1,139
)
 

 

 

 
(1,139
)
Treasury stock purchases
(1,038
)
 

 

 

 
(1,038
)
Other
(1,041
)
 

 

 
(954
)
 
(1,995
)
Balance at December 31, 2017
$
2,336,654

 
$
110,203

 
$
10,808

 
$
445,284

 
$
2,902,949

 
PBF Energy
Inc. Equity
 
Noncontrolling
Interest in PBF LLC
 
Noncontrolling Interest in PBF Holding
 
Noncontrolling
Interest in PBFX
 
Total Equity
Balance at January 1, 2016
$
1,647,297

 
$
91,018

 
$
17,225

 
$
340,317

 
$
2,095,857

Comprehensive income
168,308

 
14,509

 
269

 
39,840

 
222,926

Dividends and distributions
(132,705
)
 
(6,728
)
 

 
(33,714
)
 
(173,147
)
Effects of equity offerings and exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and tax receivable agreement obligation
(2,613
)
 

 

 

 
(2,613
)
Issuance of additional PBFX common units
54,944

 

 

 
83,434

 
138,378

Stock-based compensation
18,296

 

 

 
4,360

 
22,656

Exercise of PBF LLC options and warrants, net
1,058

 
(172
)
 

 

 
886

October 2015 Equity Offering
275,300

 

 

 

 
275,300

Treasury stock purchases
(743
)
 

 

 

 
(743
)
Other
(4,098
)
 
44

 
(4,981
)
 
219

 
(8,816
)
Balance at December 31, 2016
$
2,025,044

 
$
98,671

 
$
12,513

 
$
434,456

 
$
2,570,684

Schedule of comprehensive income (loss)
The following table summarizes the allocation of total comprehensive income between the controlling and noncontrolling interests of PBF Energy for the year ended December 31, 2017:
 
 
Attributable to
PBF Energy Inc. stockholders
 
Noncontrolling
Interests
 
Total
Net income
 
$
415,517

 
$
67,914

 
$
483,431

Other comprehensive income (loss):
 
 
 
 
 
 
Unrealized loss on available for sale securities
 
(23
)
 
(1
)
 
(24
)
Amortization of defined benefit plans unrecognized net loss
 
(919
)
 
(31
)
 
(950
)
Total other comprehensive loss
 
(942
)
 
(32
)
 
(974
)
Total comprehensive income
 
$
414,575

 
$
67,882

 
$
482,457

The following table summarizes the allocation of total comprehensive income of PBF Energy between the controlling and noncontrolling interests for the year ended December 31, 2016:
 
 
Attributable to
PBF Energy Inc. stockholders
 
Noncontrolling
Interest
 
Total
Net income
 
$
170,811

 
$
54,707

 
$
225,518

Other comprehensive income (loss):
 
 
 
 
 
 
Unrealized loss on available for sale securities
 
(41
)
 
(1
)
 
(42
)
Amortization of defined benefit plans unrecognized net loss
 
(2,462
)
 
(88
)
 
(2,550
)
Total other comprehensive loss
 
(2,503
)
 
(89
)
 
(2,592
)
Total comprehensive income
 
$
168,308

 
$
54,618

 
$
222,926

The following table summarizes the allocation of total comprehensive income of PBF Energy between the controlling and noncontrolling interests for the year ended December 31, 2015:
 
 
Attributable to
PBF Energy Inc. stockholders
 
Noncontrolling
Interest
 
Total
Net income
 
$
146,401

 
$
49,132

 
$
195,533

Other comprehensive income:
 
 
 
 
 
 
Unrealized gain on available for sale securities
 
118

 
6

 
124

Amortization of defined benefit plans unrecognized net gain
 
1,887

 
95

 
1,982

Total other comprehensive income
 
2,005

 
101

 
2,106

Total comprehensive income
 
$
148,406

 
$
49,233

 
$
197,639