PBF Energy(PBF) - 2025 Q1 - Quarterly Report

Cautionary Note Regarding Forward-Looking Statements This section warns that the report contains forward-looking statements subject to risks and uncertainties, which could cause actual results to differ materially from expectations Summary This section highlights that the report contains forward-looking statements subject to risks and uncertainties, which could cause actual results to differ materially from expectations - Forward-looking statements are identified by words like 'believes,' 'expects,' 'may,' 'should,' 'intends,' 'plans,' 'estimates,' 'anticipates' or similar expressions[11] - Important factors that could cause actual results to differ materially include supply/demand/prices for products/crude oil, inflation, geopolitical conflicts (e.g., Russia-Ukraine, Middle East), the Martinez refinery fire (restart timing, costs, insurance), RINs obligations, regulatory changes (e.g., RFS, AB 32, climate change policies), and cyber-attacks[12][13][14][15][16][17] - The company does not intend to update or revise any forward-looking statements, except as required by applicable law[19] Part I – Financial Information This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements of PBF Energy Inc. for the three months ended March 31, 2025 and 2024, including balance sheets, statements of operations, comprehensive income (loss), changes in equity, and cash flows, along with detailed notes explaining the company's business, accounting policies, and specific financial items Condensed Consolidated Balance Sheets The balance sheet shows a slight increase in total assets and a significant increase in total liabilities, primarily driven by long-term debt, while total equity decreased from December 31, 2024, to March 31, 2025 | Metric | March 31, 2025 (millions) | December 31, 2024 (millions) | Change (millions) | % Change | | :----------------------------------- | :-------------------------- | :--------------------------- | :---------------- | :------- | | Total assets | $13,027.6 | $12,703.2 | $324.4 | 2.55% | | Total liabilities | $7,782.6 | $7,024.6 | $758.0 | 10.79% | | Total equity | $5,245.0 | $5,678.6 | $(433.6) | -7.64% | | Cash and cash equivalents | $468.6 | $536.1 | $(67.5) | -12.59% | | Inventories | $2,890.8 | $2,595.3 | $295.5 | 11.39% | | Long-term debt | $2,237.0 | $1,457.3 | $779.7 | 53.50% | Condensed Consolidated Statements of Operations The company reported a significant net loss for the three months ended March 31, 2025, compared to net income in the prior year period, primarily due to decreased revenues, higher costs, and increased interest expense | Metric | Three Months Ended March 31, 2025 (millions) | Three Months Ended March 31, 2024 (millions) | Change (millions) | % Change | | :------------------------------------------------ | :----------------------------------------- | :----------------------------------------- | :---------------- | :------- | | Revenues | $7,066.4 | $8,645.6 | $(1,579.2) | -18.27% | | Total cost and expenses | $7,577.6 | $8,500.5 | $(922.9) | -10.86% | | Income (loss) from operations | $(511.2) | $145.1 | $(656.3) | -452.31% | | Net income (loss) | $(405.9) | $107.5 | $(513.4) | -477.58% | | Net income (loss) attributable to PBF Energy Inc. stockholders | $(401.8) | $106.6 | $(508.4) | -476.92% | | Basic EPS | $(3.53) | $0.89 | $(4.42) | -496.63% | | Diluted EPS | $(3.53) | $0.86 | $(4.39) | -510.47% | | Interest expense (net) | $(36.9) | $(10.5) | $(26.4) | 251.43% | | Income tax (benefit) expense | $(141.9) | $27.7 | $(169.6) | -612.27% | Condensed Consolidated Statements of Comprehensive Income (Loss) The company reported a comprehensive loss for the three months ended March 31, 2025, a significant decline from comprehensive income in the prior year, primarily driven by the net loss | Metric | Three Months Ended March 31, 2025 (millions) | Three Months Ended March 31, 2024 (millions) | Change (millions) | % Change | | :------------------------------------------------ | :----------------------------------------- | :----------------------------------------- | :---------------- | :------- | | Net income (loss) | $(405.9) | $107.5 | $(513.4) | -477.58% | | Total other comprehensive income | $0.7 | $0.5 | $0.2 | 40.00% | | Comprehensive income (loss) | $(405.2) | $108.0 | $(513.2) | -475.19% | | Comprehensive income (loss) attributable to PBF Energy Inc. stockholders | $(401.1) | $107.1 | $(508.2) | -474.51% | Condensed Consolidated Statements of Changes in Equity Total equity decreased significantly from December 31, 2024, to March 31, 2025, primarily due to the comprehensive loss and dividend payments, partially offset by stock-based compensation | Metric | Balance, March 31, 2025 (millions) | Balance, December 31, 2024 (millions) | Change (millions) | | :----------------------------------- | :--------------------------------- | :---------------------------------- | :---------------- | | Total Equity | $5,245.0 | $5,678.6 | $(433.6) | | Retained Earnings | $3,002.2 | $3,436.2 | $(434.0) | | Treasury Stock (Amount) | $(1,228.3) | $(1,222.8) | $(5.5) | | Additional Paid-in Capital | $3,348.2 | $3,338.7 | $9.5 | | Noncontrolling Interest | $130.1 | $134.4 | $(4.3) | - Key changes in equity for the three months ended March 31, 2025, include a comprehensive loss of $405.2 million, dividends of $32.2 million, and treasury stock purchases of $5.5 million[29] Condensed Consolidated Statements of Cash Flows The company experienced a significant net cash outflow from operating activities in Q1 2025, a reversal from a net inflow in Q1 2024, primarily due to a net loss and changes in working capital. Investing activities continued to use cash, while financing activities provided a substantial cash inflow due to new debt issuance | Metric | Three Months Ended March 31, 2025 (millions) | Three Months Ended March 31, 2024 (millions) | Change (millions) | | :------------------------------------------ | :----------------------------------------- | :----------------------------------------- | :---------------- | | Net cash (used in) provided by operating activities | $(661.4) | $15.8 | $(677.2) | | Net cash used in investing activities | $(217.5) | $(284.4) | $66.9 | | Net cash provided by (used in) financing activities | $811.4 | $(73.4) | $884.8 | | Net change in cash and cash equivalents | $(67.5) | $(342.0) | $274.5 | | Cash and cash equivalents, end of period | $468.6 | $1,441.5 | $(972.9) | - Operating cash flow for Q1 2025 was negatively impacted by a net loss of $405.9 million and $329.8 million in working capital uses, including inventory purchases and Tax Receivable Agreement payments[31][228] - Financing cash flow for Q1 2025 was significantly boosted by $788.5 million from 2030 9.875% Senior Notes and $100.7 million from insurance premium financing, despite dividend payments and other outflows[33][230] Notes to Condensed Consolidated Financial Statements These notes provide detailed information on the company's business, significant accounting policies, financial instrument valuations, debt, equity, and segment performance, offering context to the condensed consolidated financial statements Note 1. Description of the Business and Basis of Presentation This note outlines PBF Energy's structure as a holding company controlling PBF LLC and its subsidiaries, which operate oil refineries and a biorefinery. It also details the basis of financial statement presentation, recently adopted and issued accounting pronouncements, and the significant impact of the February 2025 Martinez refinery fire - PBF Energy Inc. is the sole managing member of PBF LLC, holding approximately 99.3% economic interest as of March 31, 2025, and consolidates PBF LLC's financial results[36][37] - The company owns and operates oil refineries and related facilities in North America, and has an equity method investment in St. Bernard Renewables LLC (SBR), which operates a biorefinery[37] - A fire occurred at the Martinez refinery on February 1, 2025, leading to a full shutdown for Q1 2025; certain units restarted in April 2025, with remaining damaged units planned for restart in Q4 2025[44][45] - The cost of repairs for the Martinez fire is expected to be largely covered by property insurance, subject to a $30.0 million deductible; business interruption coverage commenced on April 3, 2025, after a 60-day waiting period[47] - The company recorded a $61.0 million insurance recovery receivable for property damage and fire response costs in Q1 2025, and incurred $78.1 million in operating expenses related to fire response and restart efforts[48][49] Note 2. Inventories This note details the composition of inventories, primarily crude oil, feedstocks, and refined products, and their valuation method. Inventories increased from December 31, 2024, to March 31, 2025, with no lower of cost or market adjustment recorded | (in millions) | March 31, 2025 | December 31, 2024 | | :-------------------------- | :------------- | :---------------- | | Crude oil and feedstocks | $1,514.5 | $1,232.7 | | Refined products and blendstocks | $1,204.3 | $1,194.6 | | Warehouse stock and other | $172.0 | $168.0 | | Total inventories | $2,890.8 | $2,595.3 | | Lower of cost or market adjustment | — | — | - Inventories are valued under the LIFO method; as of March 31, 2025, the replacement value of inventories exceeded the LIFO carrying value by approximately $157.3 million, up from $7.7 million at December 31, 2024[50] Note 3. Accrued Expenses This note provides a breakdown of accrued expenses, which increased from December 31, 2024, to March 31, 2025, with inventory-related accruals and renewable energy credit obligations being the largest components | (in millions) | March 31, 2025 | December 31, 2024 | | :------------------------------------------ | :------------- | :---------------- | | Inventory-related accruals | $1,428.3 | $1,398.8 | | Renewable energy credit and emissions obligations | $493.1 | $465.9 | | Accrued transportation costs | $161.9 | $175.2 | | Excise and sales tax payable | $145.7 | $150.7 | | Accrued refinery maintenance and support costs | $88.9 | $45.5 | | Total accrued expenses | $2,625.3 | $2,533.5 | - The company is subject to obligations to purchase Renewable Identification Numbers (RINs) and comply with greenhouse gas emission programs (e.g., California AB 32); these obligations fluctuate with product sales and credit purchases[54] Note 4. Credit Facilities and Debt This note details the company's debt outstanding, which significantly increased due to the issuance of new senior unsecured notes in March 2025. The company remains in compliance with all debt covenants | (in millions) | March 31, 2025 | December 31, 2024 | | :------------------------------------ | :------------- | :---------------- | | 6.00% senior unsecured notes due 2028 | $801.6 | $801.6 | | 7.875% senior unsecured notes due 2030 | $500.0 | $500.0 | | 9.875% senior unsecured notes due 2030 | $800.0 | — | | Revolving Credit Facility | $200.0 | $200.0 | | Long-term debt | $2,237.0 | $1,457.3 | - On March 17, 2025, PBF Holding issued $800.0 million in aggregate principal amount of 2030 9.875% Senior Notes, with net proceeds of approximately $776.7 million used to repay revolving credit facility borrowings and for general corporate purposes[58] - The 2030 9.875% Senior Notes are senior unsecured obligations, ranking equally with existing senior indebtedness and effectively subordinated to secured indebtedness[59] - As of March 31, 2025, the Company is in compliance with all covenants in its debt agreements[64] Note 5. Related Party Transactions This note summarizes the company's commercial and reimbursement transactions with St. Bernard Renewables LLC (SBR), an equity method investee, and details a limited guaranty provided by PBF Holding for an SBR term loan | (in millions) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Sales (to SBR) | $13.4 | $5.0 | | Purchases (from SBR) | $(60.3) | $(91.2) | | Reimbursements (from SBR) | $43.2 | $38.4 | | Total lease expense (to SBR) | $(5.3) | — | - As of March 31, 2025, the Condensed Consolidated Balance Sheets include $53.7 million in Accounts receivable and $37.0 million in Accrued expenses related to SBR transactions[68] - PBF Holding has provided a limited guaranty for a $100.0 million term loan entered by SBR in April 2025, capped at 50% of the obligations, commensurate with PBF Energy's equity interest[69] Note 6. Commitments and Contingencies This note details the company's exposure to various lawsuits, investigations, and environmental liabilities, including those related to the Martinez refinery incidents and the Tax Receivable Agreement. While outcomes are uncertain, the company accrues for probable and estimable losses - The aggregate environmental liability on the balance sheet was $153.5 million at March 31, 2025, with $142.9 million classified as long-term, primarily for remediation obligations at the Torrance refinery[76] - PBF Energy has a Tax Receivable Agreement (TRA) obligation, recognizing a liability of $168.2 million as of March 31, 2025; a $125.4 million payment related to the 2023 tax year was made in January 2025[80] - The Martinez refinery is subject to multiple ongoing investigations and civil enforcement actions by various regulatory agencies (BAAD, CCC, DOJ, USAO, EPA, DFG, CalOSHA) for incidents including a catalyst release (Nov 2022), petroleum coke dust releases (July/Oct 2023), flaring (Dec 2023), and a brush fire (Dec 2023)[83] - A joint civil enforcement action was announced against Martinez Refinery Company LLC (MRC) in November 2023; the company believes the outcomes of these legal matters will not have a material impact on its financial position, results of operations, or cash flows[83] Note 7. Equity This note details the company's equity structure, including PBF Energy's controlling interest in PBF LLC and noncontrolling interests in PBF LLC and PBF Holding subsidiaries. It also summarizes changes in equity and the status of the share repurchase program - PBF Energy holds approximately 99.3% equity interest in PBF LLC as of March 31, 2025, with the remaining 0.7% held by other members, representing the noncontrolling interest[84][86] - The company's Board of Directors authorized a share repurchase program of up to $1.75 billion, expiring December 2025; no shares were repurchased in Q1 2025, but 2,561,060 shares were repurchased for $125.0 million in Q1 2024[91] | (in millions) | Balance at March 31, 2025 | Balance at January 1, 2025 | | :------------------------------------------ | :------------------------ | :----------------------- | | PBF Energy Inc. Equity | $5,114.9 | $5,544.2 | | Noncontrolling Interest in PBF LLC | $117.4 | $121.7 | | Noncontrolling Interest in PBF Holding | $12.7 | $12.7 | | Total Equity | $5,245.0 | $5,678.6 | Note 8. Dividends and Distributions This note details the dividends and distributions paid during the three months ended March 31, 2025, including the pro-rata distribution from PBF LLC to its members and the subsequent cash dividend paid by PBF Energy Inc. to its Class A common stockholders - PBF LLC made aggregate non-tax distributions of $31.5 million, or $0.275 per unit, to its members during Q1 2025[95] - PBF Energy used $31.3 million of this distribution to pay quarterly cash dividends of $0.275 per share of Class A common stock on March 14, 2025[95] Note 9. Revenues This note provides a breakdown of revenues by segment and product type, highlighting a decrease in total revenues for Q1 2025 compared to Q1 2024, primarily in the Refining segment. It also explains revenue recognition policies and deferred revenue | (in millions) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Refining Segment: | | | | Gasoline and distillates | $6,125.6 | $7,599.0 | | Feedstocks and other | $496.9 | $307.9 | | Asphalt and blackoils | $237.7 | $473.6 | | Chemicals | $121.4 | $167.0 | | Lubricants | $75.5 | $88.9 | | Total Refining Revenue | $7,057.1 | $8,636.4 | | Logistics Segment: | | | | Logistics Revenue | $94.5 | $96.1 | | Total Revenues | $7,066.4 | $8,645.6 | - Total revenues decreased by $1,579.2 million (18.27%) from Q1 2024 to Q1 2025, mainly due to lower sales of gasoline, distillates, asphalt, and blackoils in the Refining segment[97] - Deferred revenue increased to $63.7 million as of March 31, 2025, from $43.8 million at December 31, 2024, driven by the timing of cash payments received in advance of performance obligations[100] Note 10. Income Taxes This note details the company's income tax provision, which showed a significant benefit in Q1 2025 compared to an expense in Q1 2024, primarily due to a deferred income tax benefit. The effective tax rate for PBF Energy Inc. was 26.1% for Q1 2025 | (in millions) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Current income tax expense | $0.5 | $22.5 | | Deferred income tax (benefit) expense | $(142.4) | $5.2 | | Total income tax (benefit) expense | $(141.9) | $27.7 | - PBF Energy Inc.'s effective income tax rate was 26.1% for the three months ended March 31, 2025, compared to 20.6% for the same period in 2024[105] - The company has determined there are no material uncertain tax positions as of March 31, 2025[108] Note 11. Fair Value Measurements This note provides information on the fair value measurements of the company's financial assets and liabilities, categorized by the fair value hierarchy (Level 1, 2, or 3). It highlights the valuation methods used for money market funds, commodity contracts, and renewable energy credit obligations, and also presents the fair value of debt | (in millions) | March 31, 2025 (Fair Value) | December 31, 2024 (Fair Value) | | :------------------------------------------ | :-------------------------- | :--------------------------- | | Money market funds (Level 1) | $15.2 | $21.0 | | Commodity contracts (Net Carrying Value) | $(4.7) | $2.0 | | Renewable energy credit and emissions obligations (Level 2) | $493.1 | $465.9 | - Commodity contracts categorized in Level 1 are measured at fair value based on quoted market prices, while Level 2 contracts use market approach based on future commodity prices for similar instruments[116] - Renewable energy credit and emissions obligations are categorized in Level 2, measured at fair value using a market approach based on quoted prices from an independent pricing service[116] | (in millions) | March 31, 2025 (Carrying Value) | March 31, 2025 (Fair Value) | December 31, 2024 (Carrying Value) | December 31, 2024 (Fair Value) | | :------------------------------------ | :------------------------------ | :-------------------------- | :--------------------------------- | :--------------------------- | | 2028 6.00% Senior Notes | $801.6 | $745.1 | $801.6 | $765.9 | | 2030 7.875% Senior Notes | $500.0 | $438.2 | $500.0 | $490.0 | | 2030 9.875% Senior Notes | $800.0 | $756.9 | — | — | | Revolving Credit Facility | $200.0 | $200.0 | $200.0 | $200.0 | | Long-term debt | $2,237.0 | $2,140.2 | $1,457.3 | $1,455.9 | Note 12. Derivatives This note describes the company's use of derivative instruments to mitigate commodity price risk, primarily through economic hedges not designated as accounting hedges. It also provides the fair values and recognized gains/losses on these instruments - As of March 31, 2025, the company had 22,032,000 barrels of crude oil and 3,225,000 barrels of refined products outstanding under commodity derivative contracts not designated as hedges[124] | Description | March 31, 2025 (Fair Value Asset/(Liability)) | December 31, 2024 (Fair Value Asset/(Liability)) | | :------------------------------------ | :------------------------------------------ | :------------------------------------------- | | Commodity contracts (not designated as hedging instruments) | $(4.7) million | $2.0 million | | Description | Three Months Ended March 31, 2025 (Gain or (Loss)) | Three Months Ended March 31, 2024 (Gain or (Loss)) | | :------------------------------------ | :------------------------------------------ | :------------------------------------------- | | Commodity contracts (not designated as hedging instruments) | $(1.3) million | $(25.5) million | Note 13. Segment Information This note outlines the company's two reportable segments: Refining and Logistics. It provides financial disclosures for each segment, including revenues, costs, and income from operations, and reconciles them to consolidated totals - The Refining segment includes six refineries producing unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants, and other petroleum products[132] - The Logistics segment, comprised of PBFX, owns and operates crude oil and refined products terminals, pipelines, and storage facilities, primarily serving the Refining segment through fee-based commercial agreements[133] | (in millions) | Refining (Q1 2025) | Logistics (Q1 2025) | Corporate (Q1 2025) | Eliminations (Q1 2025) | Consolidated Total (Q1 2025) | | :-------------------------- | :------------------ | :------------------ | :------------------ | :--------------------- | :--------------------------- | | Revenues | $7,057.1 | $94.5 | — | $(85.2) | $7,066.4 | | Income (loss) from operations | $(473.2) | $51.4 | $(89.4) | — | $(511.2) | | Capital expenditures | $215.6 | $2.4 | $0.3 | — | $218.3 | | Total assets | $11,214.8 | $773.3 | $1,001.1 | $38.4 | $13,027.6 | | (in millions) | Refining (Q1 2024) | Logistics (Q1 2024) | Corporate (Q1 2024) | Eliminations (Q1 2024) | Consolidated Total (Q1 2024) | | :-------------------------- | :------------------ | :------------------ | :------------------ | :--------------------- | :--------------------------- | | Revenues | $8,636.4 | $96.1 | — | $(86.9) | $8,645.6 | | Income (loss) from operations | $170.6 | $45.1 | $(70.6) | — | $145.1 | | Capital expenditures | $283.1 | $1.1 | $0.5 | — | $284.7 | | Total assets | $10,945.5 | $781.9 | $1,015.4 | $(39.6) | $12,703.2 | Note 14. Net Income Per Share This note presents the computation of basic and diluted net income (loss) per share for PBF Energy Class A common stock, using the two-class method due to participating securities. It shows a basic and diluted loss per share for Q1 2025, a significant decline from income per share in Q1 2024 | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net income (loss) attributable to PBF Energy Inc. stockholders | $(401.8) million | $106.6 million | | Basic net income (loss) per Class A common share | $(3.53) | $0.89 | | Diluted net income (loss) per Class A common share | $(3.53) | $0.86 | | Weighted-average shares of Class A common stock outstanding (Basic) | 113,754,290 | 119,864,653 | | Weighted-average shares of Class A common stock outstanding (Diluted) | 114,617,070 | 124,670,049 | - For periods showing a net loss, all common stock equivalents and unvested restricted stock are considered anti-dilutive[147] Note 15. Subsequent Events This note discloses significant events that occurred after the quarter ended March 31, 2025, including a declared dividend, expected insurance proceeds related to the Martinez fire, and the agreement to sell certain terminal assets - On May 1, 2025, PBF Energy declared a dividend of $0.275 per share on Class A common stock, payable May 29, 2025[148] - In April 2025, the company received notice of an unallocated first installment of insurance proceeds of $280.0 million ($250.0 million net) for the Martinez fire, expected in Q2 2025[149] - On April 30, 2025, the company agreed to sell two refined product terminal facilities in Philadelphia, PA, and Knoxville, TN, for $175 million, subject to closing conditions and regulatory approvals[150] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations for the three months ended March 31, 2025, compared to the same period in 2024. It covers an overview of the business, recent developments, factors affecting comparability, detailed analysis of operating results, non-GAAP financial measures, and liquidity and capital resources Overview PBF Energy is a major independent petroleum refiner and supplier in the U.S., operating six refineries with a combined throughput capacity of approximately 1,000,000 bpd. The company operates in two segments: Refining and Logistics, and holds a 50% interest in the SBR Renewable Diesel Facility - PBF Energy operates six domestic oil refineries with a combined throughput capacity of approximately 1,000,000 barrels per day (bpd) and a weighted-average Nelson Complexity Index of 12.8[152] - The company's two reportable business segments are Refining (six oil refineries) and Logistics (crude oil and refined products terminals, pipelines, and storage facilities operated by PBFX)[152] - PBF Energy holds a 50% interest in the Renewable Diesel Facility through its SBR equity method investment[152] Recent Developments A fire at the Martinez refinery on February 1, 2025, led to a full shutdown for Q1 2025. Investigations are ongoing, and the refinery is expected to restart in two stages, with certain units in April 2025 and damaged units in Q4 2025. Insurance is expected to cover most repair costs, subject to deductibles and a business interruption waiting period - A fire at the Martinez refinery on February 1, 2025, caused a full shutdown for the remainder of Q1 2025[158] - The refinery is expected to restart in two stages: unaffected units (including crude unit) in April 2025, and remaining damaged units (primarily those scheduled for turnaround) in Q4 2025[159] - Repair costs are largely expected to be covered by property insurance, subject to a $30.0 million deductible; business interruption insurance commenced on April 3, 2025, after a 60-day waiting period[160] Factors Affecting Comparability Between Periods Several key events impacted the comparability of financial results between Q1 2025 and Q1 2024, including expenses from the Martinez fire, the issuance of new senior notes, ongoing transactions with SBR, share repurchase activities, and the Tax Receivable Agreement liability - Operating expenses associated with the Martinez fire totaled $78.1 million in Q1 2025, decreasing income from operations and net income by $78.1 million and $57.8 million, respectively[164] - The company issued $800.0 million of 9.875% senior unsecured notes due 2030 in March 2025, with net proceeds of approximately $776.7 million used to repay revolving credit facility borrowings and for general corporate purposes[165] - No shares were purchased under the share repurchase program in Q1 2025, compared to $125.0 million in repurchases in Q1 2024[168] - The Tax Receivable Agreement liability decreased to $168.2 million at March 31, 2025, from $293.6 million at December 31, 2024, following a $125.4 million payment in January 2025 for the 2023 tax year[169] Results of Operations The company experienced a significant net loss in Q1 2025 compared to net income in Q1 2024, primarily driven by decreased revenues, unfavorable crack spreads and crude oil differentials, lower throughput, and increased operating expenses due to the Martinez fire. RFS compliance costs remained substantial | Metric | Three Months Ended March 31, 2025 (millions) | Three Months Ended March 31, 2024 (millions) | Change (millions) | % Change | | :------------------------------------------------ | :----------------------------------------- | :----------------------------------------- | :---------------- | :------- | | Revenues | $7,066.4 | $8,645.6 | $(1,579.2) | -18.27% | | Income (loss) from operations | $(511.2) | $145.1 | $(656.3) | -452.31% | | Net income (loss) attributable to PBF Energy Inc. stockholders | $(401.8) | $106.6 | $(508.4) | -476.92% | | Consolidated gross margin | $(420.2) | $218.2 | $(638.4) | -292.58% | | Gross refining margin | $391.7 | $958.3 | $(566.6) | -59.13% | | Basic EPS | $(3.53) | $0.89 | $(4.42) | -496.63% | | Diluted EPS | $(3.53) | $0.86 | $(4.39) | -510.47% | | Operating Highlight | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | :----- | | Production (bpd in thousands) | 732.7 | 909.5 | -19.5% | | Crude oil and feedstocks throughput (bpd in thousands) | 730.4 | 897.4 | -18.6% | | Consolidated gross margin per barrel of throughput | $(6.39) | $2.68 | $(9.07) | | Gross refining margin per barrel of throughput | $5.96 | $11.73 | $(5.77) | | Refining operating expense, per barrel of throughput | $10.74 | $8.02 | $2.72 | | Effective RIN basket price ($/barrel) | $4.75 | $3.69 | $1.06 | | Natural gas ($/MMBTU) | $3.87 | $2.10 | $1.77 | - Overall average throughput rates were lower in Q1 2025 due to increased maintenance activity and unplanned downtime related to the Martinez fire[181] - Consolidated gross margin and gross refining margin decreased due to unfavorable movements in crack spreads and crude oil differentials, lower barrels sold, and the temporary shutdown of the Martinez refinery[182] - Total RFS compliance costs were $120.0 million in Q1 2025, down from $129.7 million in Q1 2024[183] - Operating expenses increased by $43.7 million (6.4%) to $731.8 million in Q1 2025, mainly due to higher maintenance expenses at the Martinez refinery and increased energy costs[189] - Interest expense, net, increased by $26.4 million to $36.9 million in Q1 2025, primarily due to higher interest costs from the new 2030 9.875% Senior Notes and higher outstanding borrowings on the Revolving Credit Facility, coupled with a decrease in interest income[195] Non-GAAP Financial Measures This section presents various Non-GAAP financial measures, including Adjusted Fully-Converted Net Income (Loss), Gross Refining Margin, EBITDA, and Net Debt to Capitalization Ratio, both with and without special items. These measures are used by management to evaluate operating performance and provide supplemental information to investors, with detailed reconciliations to comparable GAAP measures - Special items for the periods presented include the SBR LCM inventory adjustment, Martinez fire expenses, changes in fair value of contingent consideration, and loss on formation of SBR equity method investment[201] | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Adjusted fully-converted net income (loss) | $(404.9) million | $107.3 million | | Adjusted fully-converted net income (loss) excluding special items | $(353.6) million | $106.4 million | | Diluted net income (loss) per share | $(3.53) | $0.86 | | Adjusted fully-converted net income (loss) per fully exchanged, fully diluted shares outstanding | $(3.53) | $0.86 | | Adjusted fully-converted net income (loss) excluding special items per fully exchanged, fully diluted shares outstanding | $(3.09) | $0.85 | | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Consolidated gross margin | $(420.2) million | $218.2 million | | Gross refining margin | $391.7 million | $958.3 million | | Gross refining margin excluding special items | $391.7 million | $958.3 million | | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | EBITDA | $(339.6) million | $290.3 million | | EBITDA excluding special items | $(270.2) million | $289.1 million | | Adjusted EBITDA | $(258.8) million | $301.5 million | | Metric | March 31, 2025 | December 31, 2024 | | :------------------------------------------ | :------------- | :---------------- | | Total debt | $2,237.0 million | $1,457.3 million | | Net debt | $1,768.4 million | $921.2 million | | Total equity | $5,245.0 million | $5,678.6 million | | Total debt to capitalization ratio | 30 % | 20 % | | Net debt to capitalization ratio | 25 % | 14 % | Liquidity and Capital Resources The company's liquidity is primarily supported by cash flows from operations, cash and cash equivalents, and borrowing availability under its credit facility. While operating cash flow was negative in Q1 2025, a significant financing inflow from new senior notes bolstered liquidity. The company outlines its capital spending plans, share repurchase program, and obligations under the Tax Receivable Agreement - Primary sources of liquidity are cash flows from operations, cash and cash equivalents, and borrowing availability under the credit facility[227] - Net cash used in operating activities was $661.4 million for Q1 2025, compared to net cash provided of $15.8 million for Q1 2024, primarily due to a net loss and working capital changes[228] - Net cash provided by financing activities was $811.4 million for Q1 2025, driven by $788.5 million from new 2030 9.875% Senior Notes and $100.7 million from insurance premium financing[230] - As of March 31, 2025, operational liquidity was approximately $2.4 billion, consisting of over $400.0 million in cash and approximately $2.0 billion in Revolving Credit Facility availability[232] - Capital spending for Q1 2025 was $218.3 million, primarily for annual maintenance and turnaround costs; full-year 2025 capital spending is projected at $750.0 million to $775.0 million, excluding Martinez fire rebuild costs[236] - The company expects to receive $250.0 million (net) in insurance proceeds for the Martinez fire in Q2 2025[238] - The Tax Receivable Agreement obligation was $168.2 million as of March 31, 2025, with a $125.4 million payment made in January 2025[241] - PBF Energy announced a dividend of $0.275 per share on May 1, 2025, and intends to continue quarterly cash dividends[244][245] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the company's exposure to various market risks, including commodity price risk (crude oil, refined products, natural gas), compliance program price risk (RINs, GHG emissions), interest rate risk on variable debt, and credit risk from counterparties. The company uses derivative instruments and other strategies to manage these exposures - The company's earnings, cash flow, and liquidity are significantly affected by volatility in crude oil, other feedstocks, refined products, and natural gas prices[247] - As of March 31, 2025, the company had gross open commodity derivative contracts representing 25.3 million barrels with an unrealized net loss of $4.7 million[249] - The company is exposed to market risks related to obligations to buy renewable energy credits (RINs) and greenhouse gas (GHG) emission credits, with compliance costs fluctuating with market prices[252][253] - At March 31, 2025, the company had $200.0 million outstanding balance in variable interest debt under its Revolving Credit Facility; a 1.0% change in interest rate would impact annual interest expense by approximately $23.5 million if the facility were fully drawn[255] Item 4. Controls and Procedures This section confirms that the company's management, including the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures as of March 31, 2025, and concluded they were effective. No material changes in internal control over financial reporting occurred during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[257] - There were no material changes in internal control over financial reporting during the quarter ended March 31, 2025[258] Part II – Other Information This part covers legal proceedings, unregistered sales of equity securities, and other miscellaneous disclosures Item 1. Legal Proceedings This section details various ongoing legal and environmental proceedings, including multiple investigations and civil enforcement actions related to incidents at the Martinez refinery, a class action lawsuit concerning the Torrance refinery, and an EPA Finding of Violation at the Toledo refinery. The company believes the outcomes of these matters will not have a material impact on its financial position, results of operations, or cash flows - The Martinez refinery is subject to ongoing investigations by multiple regulatory agencies (CalOSHA, BAAD, CCC, DOJ, USAO, EPA) regarding a fire on February 1, 2025, with potential liabilities and financial impacts currently unknown[263] - Multiple class action and representative action complaints (Piscitelli, Cruz, Frye, Saliba, Silvestri, Manning) have been filed against MRC (Martinez Refinery Company LLC) alleging nuisance, trespass, negligence, and Clean Air Act violations related to various incidents at the Martinez refinery in 2022-2024[265][266][268][269][270][271] - A class action lawsuit (Goldstein v. Exxon Mobil Corporation, et al.) concerning the Torrance refinery, alleging groundwater contamination and nuisance, is ongoing, with the Ninth Circuit Court of Appeals recently reversing a dismissal of a trespass claim and vacating a decertification of a subclass for reconsideration[264] - The EPA Region 5 issued a Finding of Violation (FOV) in December 2023 alleging Clean Air Act violations at the Toledo refinery's Wastewater Treatment Unit[273] - The company believes the ultimate outcomes of these pending legal matters will not have a material impact on its financial position, results of operations, or cash flows[262][264][265][266][268][269][270][271][273][275] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports that there were no exchanges of PBF LLC Series A Units for PBF Energy Class A common stock in Q1 2025. Additionally, the company did not purchase any shares under its $1.75 billion share repurchase program during the same period, with approximately $732.0 million remaining available - No exchanges of PBF LLC Series A Units for PBF Energy Class A common stock occurred in Q1 2025[277] - The company did not purchase any shares of PBF Energy's Class A common stock under its Repurchase Program during the three months ended March 31, 2025[279] - Approximately $732.0 million of shares remain available for purchase under the Repurchase Program, which expires in December 2025[279] Item 5. Other Information This section states that none of the company's directors or executive officers adopted or terminated any Rule 10b5-1 trading plans during the three months ended March 31, 2025 - No directors or executive officers adopted or terminated any Rule 10b5-1 trading plans during the three months ended March 31, 2025[281] Item 6. Exhibits This section lists all exhibits filed or incorporated by reference as part of this Form 10-Q report, including indentures for senior notes, certifications, and XBRL-related documents - The exhibit index includes indentures for the 2030 9.875% Senior Notes, certifications from the CEO and CFO (pursuant to Sarbanes-Oxley Act Sections 302 and 906), and Inline XBRL documents[285]