CVI - NYSE

Hello, and thank you for standing by. My name is Bella, and I will be your conference operator today. At this time, I would like to welcome everyone to Fourth Quarter 2025 CVR Energy, Inc. Earnings Conference Call. [Operator Instructions] I would now like to turn the conference over to Richard Roberts, Vice President, FP&A and Investor Relations. You may begin.

Thank you. Good afternoon, everyone. We very much appreciate you joining us this afternoon for our CVR Energy Fourth Quarter 2025 Earnings Call. With me today are Mark Pytosh, our Chief Executive Officer; Dane Neumann, our Chief Financial Officer; Mike Wright, our Chief Operating Officer; and other members of management. Prior to discussing our 2025 fourth quarter and full year results, let me remind you that this conference call may contain forward-looking statements as estimate a defined under federal securities laws. For this purpose, any statements made during this call that are not statements of historical facts may be deemed to be forward-looking statements. You are cautioned that these statements may be affected by important factors set forth in our filings with the Securities and Exchange Commission and in our latest earnings release. As a result, actual operations or results may differ materially from the results discussed in the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. This call also includes various non-GAAP financial measures. The disclosures related to such non-GAAP measures, including reconciliation to the most directly comparable GAAP financial measures are included in our 2025 fourth quarter earnings release that we filed with the SEC and Form 10-K for the period and will be discussed during the call. With that said, I'll turn the call over to Mark.

Thank you, Richard. Good afternoon, everyone, and thank you for joining our earnings call. For the full year 2025, we reported consolidated net income of $90 million and EBITDA of $591 million. At the segment level, we generated EBITDA of $411 million in the Petroleum segment, $211 million in the Fertilizer segment and a loss of $22 million in the Renewable segment. For the fourth quarter, consolidated net loss was $116 million and EBITDA was $51 million. Our fourth quarter results were impacted by the accelerated depreciation associated with the reversion of the renewable deal unit at Wynnewood back to hydrocarbon processing along with extended downtime at the Coffeyville fertilizer facility due to 3 weeks of start-up issues at the third-party air separation plant. We continue to believe the refining and fertilizer market fundamentals look constructive for the next several years, which I will discuss further in my closing remarks. Now let me turn the call over to Dane to discuss our financial highlights.

Thank you, Mark, and good afternoon, everyone. For the fourth quarter of 2025, our net loss attributable to CVR shareholders was $110 million losses per share were $1.10, and EBITDA was $51 million. Our fourth quarter results included unfavorable inventory valuation impact of $39 million, a $9 million unfavorable change in our RFS liability and unrealized rate of gains of $10 million. Excluding the above-mentioned items, adjusted EBITDA for the quarter was $91 million and adjusted losses per share were $0.80. Adjusted EBITDA in the Petroleum segment was $73 million for the fourth quarter of 2025 compared to $9 million for the fourth quarter of 2024. Higher crack spreads and increased throughput volumes drove the majority of the increase from the prior year period. Combined total throughput for the fourth quarter of 2025 was approximately 218,000 barrels per day. Crude utilization for the quarter was approximately 97% of nameplate capacity and life product yield was 92% on total throughput volumes. Benchmark cracks for the fourth quarter softened from the third quarter levels as they typically do in the winter with the Group 311 averaging $22.70 per barrel. Cracks were unseasonably strong in October and November, which we believe led to higher than average U.S. refining utilization levels that partly drove the decline in crafts in December. Our fourth quarter realized margin adjusted for the change in RFS liability inventory valuation and unrealized derivative gains was $9.92 per barrel, representing a 44% capture rate on the Group 3 2-1-1 benchmark. RIN prices declined approximately $0.18 per barrel from the third quarter 2025 levels, averaging $6.05 per barrel for the fourth quarter. Net RINs expense for the quarter, excluding the change in RFS liability, was $90 million or $4.49 per barrel, which negatively impacted our tax rate for the quarter by approximately 20%. The estimated accrued RFS obligation on the balance sheet was $72 million at December 31, representing 59 million RINs mark-to-market at an average price of $1.21. As a reminder, we will continue to recognize 100% of Wynnewood Refining Company's RIN obligation in our financials as EPA has not yet ruled on our pending petition, which for the fourth quarter of 2025 was approximately $34 million. Direct operating expenses in the Petroleum segment were $5.40 per barrel for the fourth quarter compared to $5.13 per barrel in the fourth quarter of 2024. The increase in direct operating expenses per barrel was primarily due to increased personnel and utilities costs. Adjusted EBITDA in the Renewable segment was breakeven for the fourth quarter, a decline from fourth quarter of 2024 adjusted EBITDA of $9 million. The decline in adjusted EBITDA was driven by a combination of the loss of the blenders tax credit, a decline in the HOBO spread and reduced throughput volumes. We ceased operations of the renewable diesel unit at the end of November and the reversion of the unit to hydrocarbon processing was completed in December. Adjusted EBITDA in the Fertilizer segment was $20 million for the fourth quarter of 2025 compared to $50 million for the prior year period. ammonia utilization rate was 64% for the quarter, which was impacted by the planned turnaround and subsequent delayed start-up at the Coffeyville facility. While the turnaround was completed in early November as scheduled, we experienced additional downtime following approximately 3 weeks of start-up issues at the third-party air separation plant. The Board of Directors of CVR Partners' general partner declared a distribution of $0.37 per common unit for the fourth quarter of 2025. As CVR Energy owns approximately 37% of CVR Partners common units we will receive a proportionate cash distribution of approximately $1 million. Cash flow from operations for the fourth quarter of 2025 was breakeven and free cash flow was a use of $55 million. Significant uses of cash in the quarter included a $75 million payment on the term loan, $68 million of RIN purchases related to Wynnewood Refining Company's 2024 and 2025 obligations, $55 million of capital spending for the noncontrolling interest portion of the CVR Partners third quarter distribution and $26 million of cash interest. Total consolidated capital spending for the full year 2025 was $197 million, which included $135 million in the Petroleum segment, $57 million in the Fertilizer segment and $4 million in the Renewable segment. Turnaround spending in the petroleum segment was approximately $190 million in 2025. For the full year 2026, we estimate total consolidated capital spending to be approximately $200 million to $240 million and turnaround spending in the petroleum segment to be approximately $15 million to $20 million. Growth capital spending of $75 million to $90 million in 2026 is expected to be slightly elevated relative to the past few years as we hit the peak spending year for the alkylation project at Wynnewood along with a host of reliability and debottlenecking projects in the Fertilizer segment. As a reminder, the growth capital spending in the Fertilizer segment will be funded from cash reserves taken at CVR Partners over the past few years. Turning to the balance sheet. We ended the quarter with a consolidated cash balance of $511 million, which includes $69 million of cash in the fertilizer segment. Subsequent to year-end, we completed a $1 billion senior notes offering with maturities in 2031 and 2034. The proceeds of the offering were used to repay the remaining balance of the term loan redeem all of the outstanding 8.5 senior notes due in 2029 and redeemed $217 million of the 5.75% senior notes due in 2028. With these transactions, we are able to significantly extend our debt maturity profile while retaining the ability to pay down the remainder of the outstanding 2028 notes as we work to get back to our current target of $1 billion of gross leverage. Total liquidity as of December 31, excluding CVR Partners, was approximately $690 million, which was comprised primarily of $442 million of cash and availability under the ABL facility of $248 million. Subsequent to year-end, we also completed an upsize and extension of our asset-based lending facility, increasing the commitments from $345 million to $550 million and extending the maturity to 2031. While we have not historically drawn on the ABL, we believe the increased liquidity is a benefit and provides additional financial flexibility if needed. Looking ahead to the first quarter of 2026 for our Petroleum segment, we estimate total throughput to be approximately 200,000 to 215,000 barrels per day. We estimate direct operating expenses to range between $110 million and $120 million and total capital spending to be between $30 million and $35 million. For the Fertilizer segment, we estimate our first quarter 2026 ammonia utilization rate to be between 95% and 100%. We estimate direct operating expenses to be approximately $57 million to $62 million, excluding inventory impacts, and total capital spending to be between $25 million and $30 million. With that, Mark, I will turn it back over to you.

Thank you, Dane. As this is my first earnings call as the CEO of CVR Energy, I wanted to take a few minutes to highlight some of the strategic priorities that we will be focused on over the next few years. First and foremost, our primary focus will continue to be the safe and reliable operations of our facilities. Reliability is key in this industry as we need to make sure the facilities are running well to be able to capture whenever margin opportunities present themselves. Second, we are reevaluating our commercial optimization opportunities to drive margin capture improvement in the petroleum segment. While we are still at the beginning phases of this analysis, we believe there are opportunities in our existing asset base to capture more of the crack than we have been over the past few years. These include the reversion of the RDU back to hydrocarbon processing, which should expand the crude slate flexibility at Wynnewood and allow us to repurpose rail assets for additional feedstock security and product shipment optionality. At Coffeyville, we have started ramping up our WCS processing and believe we may be able to get throughput up to 20,000 barrels per day compared to less than 1,000 barrels per day in 2025. I would also like to take this opportunity to introduce our new Chief Commercial Officer, Travis Capps. Travis brings over 30 years of leadership experience in the refining and petrochemical industries. Most recently having served as Chief Commercial Officer at Motiva. We're excited to have Travis leading our commercial team as we look to better optimize our refining portfolio. Third, we plan to take a more proactive approach in pursuing opportunities to expand our asset footprint. Our portfolio would benefit greatly from additional geographic diversity and increased scale, and we plan to be more active in the marketplace and trying to identify these opportunities. And finally, we will maintain a disciplined approach to capital allocation. We've made significant progress on our deleveraging efforts, reducing debt on the balance sheet by over $165 million in 2025. Making progress on deleveraging, along with maintaining a cash balance of $400 million to $500 million excluding CVR Partners and generating free cash flow in the current environment are some of the key metrics the Board evaluates each quarter regarding a potential return of the dividend. Looking ahead, we believe fundamentals in the refining sector continue to look constructive over the next few years. Global refining capacity additions are set to slow down in 2026 and 2027 and compared to the past few years, while refined product demand growth is expected to remain steady, particularly for diesel. Within the Mid-Con where we operate several new refined product pipelines are under construction or development that should offer additional outlets from the Mid-Con and the Gulf Coast to the Denver area, the Southwest and potentially on to California. On the crude oil side of the equation, recent developments in Venezuela could lead to additional heavy barrels coming to the Gulf Coast, which in turn may pressure Canadian crude oil differentials. Wider Canadian crude debts would be a benefit to our system as we increase our WCS processing at Coffeyville, which was part of the facility's upgrades over a plus turnaround cycle. Although RINs continue to weigh on our margin capture in refining, we remain cautiously optimistic after the actions taken by EPA last year to clear the backlog of outstanding SRE petitions. We believe Wynnewood refining company should continue to receive full or partial SRE grants as it has for the 2017 through 2024 period. And we will continue to fight for the right 21 refining companies entitled to. Far from being the windfall that large integrated refiners and the RFA claim, there is no doubt that Wynnewood Refining company suffers disproportionate economic harm as a result of complying with the RFS. Any attempt to force the shutdown of small refineries is nothing more than a maneuver to increase the market share of large integrated refiners to align their own pockets at the expense of the American driving public. In Fertilizer segment, despite a record crop year for corn in 2025 and preliminary estimates are calling for up to 95 million acres of corn to be planted in 2026, which should drive continued strong demand for nitrogen fertilizers through the spring. In addition, global inventories of nitrogen fertilizers appear to still be tight and pricing has been robust so far to start the year. We are continuing to invest in plant infrastructure for reliability in addition to increasing our DEF production and load-out capacity. We are also progressing the feedstock diversification and ammonia expansion project at the Coffeyville facility and the brownfield expansion at East Dubuque. Although we experienced some unplanned downtime in the fourth quarter due to the third-party owned air separation plant at Coffeyville. Both facilities are running well today. And as Dane noted in our guidance, we are currently expecting a long utilization rates back above 95% for the first quarter. Looking at quarter-to-date pricing metrics for the first quarter, [ Group 3 2-1-1 ] cracks have averaged $17.09 per barrel with the Brent WTI spread at $4.57 per barrel. And the WCS differential at $14.84 per barrel under WTI. Prompt fertilizer prices are $700 per tonne for ammonia and $350 a tonne for UAN. With that, operator, we are ready for questions.

[Operator Instructions] Your first question comes from the line of Manav Gupta with UBS.

I wanted to first start on a little bit on what you mentioned in the opening comments, looks like more pragmatic M&A, but more persuasive approach to M&A than the prior management team. Can you talk a little bit about that, your expansion plan? What kind of assets are you looking? Which fats would you be interested in? Is it only refining? Anything on those lines would really be helpful.

Thanks for the question, Manav. So our focus is when we say proactive means that try to engage with other players to discuss kind of where things are headed strategically and looking for places where people are thinking of doing something different going forward looking at a portfolio evaluation and really just trying to engage in discussions and see what may be out there and trying to see if there are opportunities to do bilateral acquisitions as opposed to participating in the auction process. So we're really just more trying to engage in being in the dialogue. We're looking at both sides of the business, so both our refining business and our fertilizer business. So we are looking at opportunities to grow in both areas. And what I want to say is while we're going to be more proactive, we're not going to lose our discipline. So it's not that we feel pressure that we have to do something, but we think there's going to be opportunities. We think the industry is sort of at an inflection point where there's going to be changes in portfolios out there, and we would like to see if there's opportunities to participate in that and -- but we're going to be disciplined. And I would give you kind of two thoughts on metrics or guideposts. One is we won't stretch the balance sheet. So we're not going to try to leverage up to do anything in either business. And the other is that any deal that we would consider has to be accretive to our shareholders or our unitholders. So we are going to try to see if opportunities present themselves, but we are going to be disciplined in our approach.

Perfect. That's very reasonable. My quick follow-up, sir, is, you said you were going to pay down term loan and you have paid a portion of it, should we expect that you will first pay down the full amount of it? Or can we expect that as you are paying it down, you could institute like a small, modest dividend, refining shareholders always appreciate some kind of cash returns. I'll turn it over.

Yes. Thanks, Manav. This is Dane. As we've said in our prepared remarks, cash -- free cash flow, minimum cash balances and progress deleveraging have been our priorities. We don't believe that we have to be back to our base $1 billion target before a dividend can return, and we've obviously made a lot of progress on the deleveraging. So again, we don't think we have to be at 0. We want to see a clear path to paying it down further before we consider returning to a modest level of dividend.

Yes. And just to add to that, Manav, because we do get that question quite a bit as when we return with the dividend, we want a dividend that's going to be sustainable in any part of the cycle. So we want to be -- have -- be able to do that and not yoyo the dividend. And so we -- one of our major goals is to bring the dividend back. We understand that the shareholders would like us to be paying a dividend. But we want also something that's sustainable. So we'll pick that spot. The sweet spot Dane's described where we can be sustainable in paying it again, in good crack markets and bad.

Your next question comes from the line of Matthew Blair with TPH.

Great. you talk a little bit more about ramping up the WCS runs at your Coffeyville refinery. I think previously, you were shipping those WCS barrels and then reselling them in Cushing. So you're still getting some economic benefit. But I think on -- earlier, you mentioned that you're looking to ramp up rents at 20,000 barrels a day versus just the one that you did in 2025. So -- can you talk about like why -- like what's spurring this change? Is there anything different going forward in your kit? Why are you doing this?

So Matt, we were -- we had sort of gotten prepared for this day. The last two turnarounds, we had upgraded our metallurgy there and so we were prepared for this day. And quite frankly, when Maduro was removed in Venezuela, that started changing the dynamics in the Western Canadian market. And we saw dips widen out. And the biggest bang for our buck in the portfolio was to run those barrels as opposed to there were some -- the sales price was the most attractive. So the most attractive option was to be able to run the barrels, and we moved very quickly. So I was very happy with quickly our team acted on that, and we've been ramping up in January and into February. So we're taking advantage of that market opportunity. And -- but the best economic value of the barrel was to run it at Coffeyville rather than shipping it all down to the Gulf Coast.

Okay. It sounds good. And then could you talk about the steep rise in RIN prices since the start of the year and basically, how are you dealing with it? Are you looking to blend more of your own barrels? Or are you in the market purchasing those RINs? And as part of the M&A effort, would you think about acquiring more blending capacity or potentially retail to offset some of your RIN exposure?

Sure. There's a few questions in there, so I'll try to parse that. But rent prices have increased quite a bit in the first 6 weeks of the year. I think we believe that the -- it's not finalized, of course, we're in already in '26, so we don't even have to finalize '26 RVO. So apart from the course there. But there has been a proposal made. It's supposed to be finalized any day now, back in September, and we think that it's a much higher RVO than we've had historically, and we think that, that's lifted the rent market. Just to give you a fact there, the RIN obligation at Wynnewood is our financial obligation is 2 to 3x what we pay everybody who works at the facility. So just to level set how what a steep cost it is to us it is 2 to 3x when we pay all the employees at the facility today. And yes, we are trying to blend more, we're trying to take steps to reduce our overall exposure. And in the acquisition world or develop world, we're going to be looking for ways to either get more blending capacity or moving fuel around or all of the above and try to minimize the impact on us. But there's no doubt that we can't hide from the full effect of the RVO. We're going to have some exposure there, but we're going to try to do everything we can to minimize the cost to the company.

Your last question comes from the line of [ Alexa Petrick ] with Goldman Sachs.

I wanted to start maybe back on Coffeyville. Would love your perspective, there's been more initiatives there on improving capture rates, and you've also talked about increasing jet fuel production. Any thoughts on how we can think about kind of the capture rate uplift and some of the moving pieces there going forward?

Sure. And we have a similar number of initiatives going on in winning wood. So I don't -- we did talk about Coffeyville a lot today, but we're pursuing it on -- at both facilities. And we're not -- we're pretty early and not ready to get targets. We're going to continue to be talking about all of our capture opportunities that we've either done or pursuing over the coming quarters. So we'll be communicating the way we are thinking about it is rather than putting a fixed number out there and saying that's what our -- it's really, from my perspective, a cultural shift where we are constantly looking for those margin capture opportunities. Because they come in different forms in January, the two forms that were -- that appeared that were not on the radar screen or the winter storm and the Venezuelan situation. And we're working together to being able to respond to changes in the market and take advantage. And the issue is the window is open and close, and they're generally open for short periods of time. And so you have to be fast and you have to respond. And we are working to speed it up and respond to opportunities across the whole platform to be able to take advantage of it. So we're not putting a target out there at this point, but we will be communicating with you as to our progress on improving our margin capture, and we wanted to show up in the results. Obviously.

Okay. That's helpful. And then maybe one follow-up. It's been a few months in some of these product pipeline projects were announced, bringing products from the Mid-Con to the West Coast. Any updated thoughts on how this could change the operating environment dynamic in the Mid-Con and how you guys are thinking about the next few years there?

Yes. Sure. We're -- I would just say I'm very optimistic about the Mid-Continent for the next several years because I think with the pipelines that are being developed to go to the West and then the Denver I feel like our -- the Group 3, the Southern and the Southern Plains, well, it's going to begin to look more like the other parts of the geographies and refining in other parts of the country where you have other outlets. The biggest issue in the Mid-Con is seasonally, we have a wide basis. And if we had more outlets for what we're producing, I think that basis would not be as wide. And so I look out as the infrastructure is being developed as the Mid-Con being a pretty attractive place to be and give us opportunities to be moving fuel to other regions. And especially in times of the year where seasonally it's softer in the Mid-Con. So I'm very optimistic about it. It's going to take some time for all the infrastructure to be put in place. But I think the upside for our company in the Mid-Con is very good. And I think the Mid-Con as a market is going to be a lot more attractive in the coming years. So very optimistic about what's ahead there.

There are no questions at this time. I will now turn the call back over to Mark Pytosh for closing remarks.

Again, I'd like to thank all of you for your interest in CVR Energy. Additionally, I wanted to thank our employees for their hard work and commitment delivering safe, reliable and environmentally responsible operations, and we look forward to reviewing our first quarter results in a couple of months. Thank you.