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PBF: Summary Historical And Pro Forma Consolidated Financial And Other Data

The following excerpt is from the company's SEC filing.

The following table sets forth the Companys summary historical and pro forma consolidated financial data at the dates and for the periods indicated. The summary historical consolidated financial data as of December 31, 2013 and 2014 and for each of the three years in the period ended December 31, 2014 have been derived from the Companys audited financial statements included in our Annual Report on

Form 10-K

for the year ended December 31, 2014 (the 2014 Annual Report). The information as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014 was derived from the unaudit ed condensed consolidated financial statements included in the Companys Quarterly Report on

Form 10-Q

for the quarter ended September 30, 2015 (the September Quarterly Report), and includes all adjustments, consisting of normal recurring adjustments, which management considers necessary for a fair presentation of the financial position and the results of operations for such periods. Results for the interim periods are not necessarily indicative of the results for the full year.

The summary unaudited pro forma consolidated financial data have been derived by the application of pro forma adjustments to the Companys historical consolidated financial statements included in the Companys 2014 Annual Report and the Companys September Quarterly Report, that give effect to the acquisition of the Chalmette Refinery and related logistic assets (the Chalmette Acquisition), a borrowing incurred under the Companys asset based revolving credit agreement (the Revolving Loan) to fund the Chalmette Acquisition, an equity contribution in October 2015 from the Companys parent and the consummation of the Notes Offering. The unaudited pro forma consolidated financial statements do not include the impact of the acquisition of the Torrance refinery and related logistics assets (the Torrance Acquisition) announced on September 30, 2015. The unaudited pro forma consolidated financial information does not purport to represent what the Companys results of operations or financial condition would have been had the transactions to which the pro forma adjustments relate actually occurred on the dates indicated, and they do not purport to project the Companys results of operations or financial condition for any future period or as of any future date.

The estimates and assumptions used in preparation of the pro forma financial information may be materially different from the Companys actual experience following the Notes Offering.

Year Ended December 31,

Nine Months Ended September 30,

Pro Forma

Consolidated

Condensed

(in thousands)

Revenues

20,138,687

19,151,455

19,828,155

26,685,661

15,308,155

9,763,440

13,151,698

Cost and expenses:

Cost of sales, excluding depreciation

18,269,078

17,803,314

18,514,054

24,847,804

13,776,574

8,414,423

11,179,521

Operating expenses, excluding depreciation

738,824

812,652

880,701

1,258,841

679,538

625,542

889,242

General and administrative expenses

120,443

95,794

140,150

183,853

103,505

116,115

146,669

Gain on sale of assets

(2,329

(1,133

Depreciation and amortization expense

92,238

111,479

178,996

200,793

135,417

139,757

156,105

19,218,254

18,823,056

19,713,006

26,490,396

14,694,872

9,294,704

12,370,404

Income from operations

920,433

328,399

115,149

195,265

613,283

468,736

781,294

Other income (expense)

Change in fair value of contingent considerations

(2,768

Change in fair value of catalyst lease

(3,724

Interest expense, net

(108,629

(94,214

(98,001

(188,092

(75,704

(65,915

(134,149

Net income

805,312

238,876

21,117

11,142

538,783

411,803

656,127

Less: net income attributable to noncontrolling interests

Net income attributable to PBF Holding

10,780

655,481

Balance sheet data (at end of period)

Total assets

4,116,251

4,219,045

4,043,890

5,103,405

4,988,985

4,041,116

5,100,631

Total long-term debt

729,980

747,576

750,349

1,420,349

751,503

772,422

1,442,422

Total equity

1,751,654

1,772,153

1,630,516

1,908,478

2,293,551

1,763,459

2,113,421

Selected financial data:

EBITDA (excluding special items) (1)

1,006,179

444,569

988,224

1,090,137

749,904

698,622

1,027,528

Adjusted EBITDA(1)

1,044,073

399,317

990,350

1,092,263

753,425

695,969

1,024,875

Capital expenditures

222,688

415,702

625,403

670,351

325,323

334,931

356,373

The special items for the periods presented relate to a lower of cost or market inventory adjustment (LCM). LCM is a GAAP guideline related to inventory valuation that requires inventory to be stated at the lower of cost or market. The Companys inventories are stated at the lower of cost or market. Cost is determined using last-in, first-out (LIFO) inventory valuation methodology, in which the most recently incurred costs are charged to cost of sales and inventories are valued at base layer acquisition costs. Market is determined based on an assessment of the current estimated replacement cost and net realizable selling price of the inventory. In periods where the market price of the Companys inventory declines substantially, cost values of inventory may exceed market values. In such instances, we record an adjustment to write down the value of inventory to market value in accordance with GAAP. In subsequent periods, the value of inventory is reassessed and an LCM adjustment is recorded to reflect the net change in the LCM inventory reserve between the prior period and the current period. Although we believe that non-GAAP financial measures excluding the impact of special items provide useful supplemental information to investors regarding the results and performance of our business and allow for more useful period-over-period comparisons, such non-GAAP measures should only be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.

EBITDA and Adjusted EBITDA, as presented herein, are supplemental measures of performance that are not required by, or presented in accordance with, GAAP. We use these non-GAAP financial measures as supplements to the Companys GAAP results in order to provide a more complete understanding of the factors and trends affecting the Companys business. EBITDA and Adjusted EBITDA are measures of operating performance that are not defined by GAAP and should not be considered a substitute for net income as determined in accordance with GAAP.

Also, because EBITDA and Adjusted EBITDA are not calculated in the same manner by all companies, they are not necessarily comparable to other similarly titled measures used by other companies. EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of the Companys results as reported under GAAP. Some of the limitations of EBITDA and Adjusted EBITDA are they:

do not reflect depreciation expense or the Companys cash expenditures, or future requirements, for capital expenditures or contractual commitments;

do not reflect changes in, or cash requirements for, the Companys working capital needs;

do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on the Companys debt; and

exclude income taxes that may represent a reduction in available cash.

In addition, Adjusted EBITDA:

does not reflect realized and unrealized gains and losses from hedging activities, which may have a substantial impact on the Companys cash flow; and

does not reflect certain other non-cash income and expenses.

The following tables reconcile net income (or, on a pro forma basis, net income) to EBITDA and Adjusted EBITDA excluding special items:

Pro Forma

298,114

400,027

617,475

946,381

Special Items:

Add: Non-cash LCM inventory adjustment (1)

690,110

81,147

Reconciliation of EBITDA (excluding special items) to Adjusted EBITDA

Add: Stock based compensation

Add: LCM adjustment

Add: Non-cash change in...


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