Business Context and Reporting Period
This Form 8-K/A is an amendment filed by PBF Energy Inc. and PBF Holding Company LLC on September 13, 2016, regarding the Torrance Acquisition completed on July 1, 2016. The filing amends the original July 5, 2016 report to provide audited and unaudited financial statements for the acquired Torrance Refinery and Associated Logistics Business, as well as unaudited pro forma financial information for PBF Energy and PBF Holding.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references the following financial documents filed as exhibits:
- Historical Audited Statements: Combined balance sheets for the Torrance Refinery for years ended December 31, 2015, 2014, and 2013 (Exhibit 99.1).
- Historical Unaudited Statements: Condensed combined statements for the Torrance Refinery for the six months ended June 30, 2016, and 2015 (Exhibit 99.2).
- Pro Forma Information: Unaudited pro forma consolidated statements for PBF Holding and PBF Energy for the six months ended June 30, 2016, and the year ended December 31, 2015 (Exhibits 99.3 and 99.4).
Material Changes
The primary material change is the completion of the acquisition of the Torrance refinery and related logistics assets on July 1, 2016. This filing serves to update the financial disclosure regarding this transaction by including the specific historical and pro forma financial data required by Item 9.01.
Guidance, Outlook, and Risks
The filing text does not contain management commentary, forward-looking guidance, specific risk factors, or details on contingencies. The document is strictly an amendment to provide financial exhibits related to the acquisition.
Investor Verification Checklist
- Review Exhibit 99.1 for the audited historical financial performance of the Torrance Refinery for 2013-2015.
- Review Exhibit 99.2 for the unaudited financial performance of the Torrance Refinery for the first half of 2016.
- Analyze Exhibits 99.3 and 99.4 to understand the pro forma impact of the acquisition on PBF Holding and PBF Energy's consolidated financial position.
- Verify the consent of PricewaterhouseCoopers LLP (Exhibit 23.1) regarding the audited statements.