UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________
Date of Report (Date of earliest event reported): July 27, 2017
CVR ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-33492 (Commission File Number) | 61-1512186 (I.R.S. Employer Identification Number) |
2277 Plaza Drive, Suite 500 Sugar Land, Texas 77479 (Address of principal executive offices, including zip code) | ||
Registrant’s telephone number, including area code: (281) 207-3200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. Results of Operations and Financial Condition.
On July 27, 2017, CVR Energy, Inc. (the "Company") posted a presentation to its website at www.cvrenergy.com under the tab "Investor Relations" providing information regarding its results of operations and financial condition for the quarter and six months ended June 30, 2017. The presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished pursuant to Item 2.02 and Item 7.01 of Form 8-K and will not, except to the extent required by applicable law or regulation, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor will any of such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated by reference as if fully set forth herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being "furnished" as part of this Current Report on Form 8-K:
99.1 Slides from presentation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 27, 2017
CVR Energy, Inc. | |
By: | /s/ Susan M. Ball |
Susan M. Ball, | |
Chief Financial Officer and Treasurer | |
2nd Quarter 2017 Earnings Report
July 27, 2017
Forward Looking Statements
This presentation should be reviewed in conjunction with CVR Energy, Inc.’s Second Quarter earnings conference
call held on July 27, 2017. The following information contains forward-looking statements based on management’s
current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are
subject to risks, uncertainties, assumptions and other important factors. You are cautioned not to put undue reliance
on such forward-looking statements (including forecasts and projections regarding our future performance) because
actual results may vary materially from those expressed or implied as a result of various factors, including, but not
limited to (i) those set forth under “Risk Factors” in CVR Energy, Inc.’s Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and any other filings CVR Energy, Inc. makes with the Securities and Exchange Commission,
(ii) those set forth under “Risk Factors” in CVR Refining, LP’s Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and any other filings CVR Refining, LP makes with the Securities and Exchange Commission, and (iii)
those set forth under “Risk Factors” in the CVR Partners, LP Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and any other filings CVR Partners, LP makes with the Securities and Exchange Commission. CVR
Energy, Inc. assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
All information in this earnings report is unaudited other than the consolidated statement of operations data for the
years ended December 31, 2014 through 2016 and the balance sheet data as of December 31, 2014 through 2016.
2
Consolidated Results
Second Quarter Year to Date
(In millions, except for EPS/EPU/Distributions)
6/30/2017 6/30/2016
Percent
Change 6/30/2017 6/30/2016
Percent
Change
Net income (loss) attributable to CVR Energy stockholders $ (10.5) $ 28.4 -137% $ 11.7 $ 12.2 -4%
Diluted earnings (loss) per share $ (0.12) $ 0.33 -136% $ 0.13 $ 0.14 -7%
Adjusted net income (loss) per diluted share(1) $ (0.04) $ 0.20 -120% $ 0.23 $ 0.29 -21%
EBITDA(2) $ 25.7 $ 83.1 -69% $ 104.7 $ 78.6 33%
Adjusted EBITDA(2) $ 37.7 $ 64.4 -41% $ 118.1 $ 100.6 17%
Adjusted Petroleum EBITDA(3) $ 43.1 $ 84.7 -49% $ 157.6 $ 119.8 32%
CVR Refining Distributions $ — $ — —% $ — $ — —%
Adjusted Nitrogen Fertilizer EBITDA(4) $ 32.3 $ 29.1 11% $ 53.1 $ 57.0 -7%
CVR Partners Distributions(5) $ — $ 0.17 -100% $ 0.02 $ 0.44 -95%
(1) Non-GAAP reconciliation on slide 10
(2) Non-GAAP reconciliation on slide 11
(3) Non-GAAP reconciliation on slide 12
(4) Non-GAAP reconciliation on slide 13
(5) On April 1, 2016, CVR Partners completed the merger (the "East Dubuque Merger") whereby CVR Partners acquired a nitrogen fertilizer manufacturing facility located in East Dubuque, Illinois (the
"East Dubuque Facility"). Prior to the East Dubuque Merger, CVR Partners had 73.1 million units outstanding, and post-merger it has 113.3 million units outstanding. Available cash for distribution,
per common unit for the three and six months ended June 30, 2016 is calculated on the post-merger common units outstanding.
3
Capital Structure
$600
$400
$200
$0
-$200
2014 2015 2016 Q2 2017
Note: Refer to slide 8 for metrics used in calculation
(1) Amounts presented are gross debt, not net of unamortized debt issuance costs or unamortized discount
Financial Metrics 2014 2015 2016 Q2 2017
LTM
w Debt to Capital 41% 41% 58% 60%
w Debt to Adj. EBITDA 1.4 1.4 6.6 6.0
w Net Debt to Adj. EBITDA (0.2) (0.2) 2.5 1.8
As of 06/30/2017
Consolidated Cash and cash equivalents $ 829.9
CVR Refining
$400mm ABL —
$250mm Revolver —
Capital Lease Obligations 46.0
6.5% Unsecured Notes due 2022 500.0
Total CVR Refining Debt(1) $ 546.0
CVR Partners
$50mm ABL —
9.25% Senior Secured Notes due 2023 645.0
6.5% Unsecured Notes due 2021 2.2
Total CVR Partners Debt(1) $ 647.2
CVR Energy Loan to CVR Refining —
Total Debt(1) $ 1,193.2
CVR Stockholders' Equity 783.0
Total Capitalization $ 1,976.2
Capitalization
($ in millions)
4
Consolidated Net Debt (Cash)
($ in millions)
$(78.8)
$(91.6)
$458.3
$363.3
Appendix
Non-GAAP Financial Measures
To supplement the actual results in accordance with GAAP for the applicable periods, the Company also uses non-GAAP financial measures
as discussed below, which are reconciled to GAAP-based results. These non-GAAP financial measures should not be considered an alternative
for GAAP results. The adjustments are provided to enhance an overall understanding of the Company’s financial performance for the
applicable periods and are indicators management believes are relevant and useful for planning and forecasting future periods.
6
Non-GAAP Financial Measures (cont'd)
Adjusted net income (loss) is not a recognized term under GAAP and should not be substituted for net income (loss) as a measure of our performance but rather should
be utilized as a supplemental measure of financial performance in evaluating our business. Management believes that adjusted net income (loss) provides relevant and
useful information that enables external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, to better understand and
evaluate our ongoing operating results and allow for greater transparency in the review of our overall financial, operational and economic performance. Adjusted net
income (loss) per diluted share represents adjusted net income (loss) divided by weighted-average diluted shares outstanding. Adjusted net income (loss) represents net
income (loss), as adjusted, that is attributable to CVR Energy stockholders.
EBITDA and Adjusted EBITDA. EBITDA represents net income (loss) attributable to CVR Energy stockholders before consolidated (i) interest expense and other financing
costs, net of interest income, (ii) income tax expense (benefit), and (iii) depreciation and amortization, less the portion of these adjustments attributable to non-controlling
interest. Adjusted EBITDA represents EBITDA adjusted for, as applicable, consolidated (i) FIFO impact (favorable) unfavorable; (ii) (gain) loss on extinguishment of
debt; (iii) major scheduled turnaround expenses (that many of our competitors capitalize and thereby exclude from their measures of EBITDA and adjusted EBITDA);
(iv) (gain) loss on derivatives, net; (v) current period settlements on derivative contracts; (vi) flood insurance recovery; (vii) business interruption insurance recovery;
and (viii) expenses associated with the East Dubuque Merger, less the portion of these adjustments attributable to non-controlling interest. EBITDA and Adjusted EBITDA
are not recognized terms under GAAP and should not be substituted for net income (loss) or cash flow from operations. Management believes that EBITDA and Adjusted
EBITDA enable investors to better understand and evaluate our ongoing operating results and allow for greater transparency in reviewing our overall financial, operational
and economic performance. EBITDA and Adjusted EBITDA presented by other companies may not be comparable to our presentation, since each company may define
these terms differently. EBITDA and Adjusted EBITDA represent EBITDA and Adjusted EBITDA that is attributable to CVR Energy stockholders. Prior to 2016, EBITDA
was also adjusted for share-based compensation expense in calculating Adjusted EBITDA. Beginning in 2016, share-based compensation expense is no longer utilized
as an adjustment to derive Adjusted EBITDA as no equity-settled awards remain outstanding for CVR Energy or any of its subsidiaries, and CVR Partners and CVR
Refining are responsible for reimbursing CVR Energy for their allocated portion of all outstanding awards. Management believes, based on the nature, classification and
cash settlement feature of the currently outstanding awards, that it is no longer necessary to adjust EBITDA for share-based compensation expense to derive Adjusted
EBITDA.
Petroleum and Nitrogen Fertilizer EBITDA and Adjusted EBITDA. EBITDA by operating segment represents net income (loss) before (i) interest expense and other
financing costs, net of interest income, (ii) income tax expense and (iii) depreciation and amortization. Adjusted EBITDA by operating segment represents EBITDA by
operating segment adjusted for, as applicable (i) FIFO impact (favorable) unfavorable; (ii) loss on extinguishment of debt; (iii) major scheduled turnaround expenses
(that many of our competitors capitalize and thereby exclude from their measures of EBITDA and adjusted EBITDA); (iv) (gain) loss on derivatives, net; (v) current period
settlements on derivative contracts; (vi) flood insurance recovery; (vii) expenses associated with the East Dubuque Merger and (viii) business interruption insurance
recovery, less the portion of these adjustments attributable to noncontrolling interest. We present Adjusted EBITDA by operating segment because it is the starting point
for CVR Refining’s and CVR Partners’ calculation of available cash for distribution. EBITDA and Adjusted EBITDA by operating segment are not recognized terms under
GAAP and should not be substituted for net income (loss) as a measure of performance. Management believes that EBITDA and Adjusted EBITDA by operating segment
enable investors to better understand CVR Refining’s and CVR Partners’ ability to make distributions to their common unitholders, help investors evaluate our ongoing
operating results and allow for greater transparency in reviewing our overall financial, operational and economic performance. EBITDA and Adjusted EBITDA presented
by other companies may not be comparable to our presentation, since each company may define these terms differently.
7
Capital Structure
Financials Full Year LTM
($ in millions) 2014 2015 2016 Q2 2017
n Cash $ 753.7 $ 765.1 $ 735.8 $ 829.9
n Total Debt, including current portion(1) 674.9 673.5 1,194.1 1,193.2
n Net Debt (Cash) (78.8) (91.6) 458.3 363.3
n CVR Stockholders' Equity 988.1 984.1 858.1 783.0
n Adjusted EBITDA(2)(3) $ 473.5 $ 498.8 $ 181.6 $ 199.1
Note: Includes cash and debt of CVR Partners and CVR Refining
(1) Amounts presented are gross debt not net of unamortized debt issuance costs or unamortized discount
(2) Definition on slide 7
(3) Non-GAAP reconciliation on slide 9
8
Consolidated Non-GAAP Financial Measures
Financials Full Year LTM
($ in millions) 2014 2015 2016 Q2 2017
Net income attributable to CVR Energy stockholders $ 173.9 $ 169.6 $ 24.7 $ 24.2
Interest expense and other financing costs, net of interest income 39.1 47.4 83.2 107.0
Income tax expense (benefit) 97.7 84.5 (19.8) (11.4)
Depreciation and amortization 154.4 164.1 193.1 207.5
FIFO impact, (favorable) unfavorable 160.8 60.3 (52.1) 1.0
Share-based compensation(1) 12.3 12.8 — —
Major scheduled turnaround expenses 6.8 109.2 38.1 15.8
Loss (gain) on extinguishment of debt(2) — — 4.9 (0.2)
(Gain) loss on derivatives, net (185.6) 28.6 19.4 4.1
Current period settlements on derivative contracts(3) 122.2 (26.0) 36.4 9.0
Flood insurance recovery(4) — (27.3) — —
Expenses associated with the East Dubuque Merger(5) — 2.3 3.1 0.6
Insurance recovery - business interruption(6) — — (2.1) (2.1)
EBITDA and Adjusted EBITDA adjustments attributable to noncontrolling
interest (108.1) (126.7) (147.3) (156.4)
Adjusted EBITDA(7) $ 473.5 $ 498.8 $ 181.6 $ 199.1
(1) Beginning in 2016, share-based compensation expense is no longer utilized as an adjustment to derive Adjusted EBITDA as no equity-settled awards remain outstanding for CVR Energy or any of its subsidiaries, and
CVR Partners and CVR Refining are responsible for reimbursing CVR Energy for their allocated portion of all outstanding awards. Management believes, based on the nature, classification and cash settlement feature
of the currently outstanding awards, that it is no longer necessary to adjust for share-based compensation expense to derive Adjusted EBITDA. Adjusted EBITDA for the years ended December 31, 2014 and 2015
would have been $461.2 million and $486.0 million, respectively, without adjusting for share-based compensation expense of $12.3 million and $12.8 million, respectively.
(2) Represents a loss on extinguishment of debt incurred by CVR Partners in June 2016 in connection with the repurchase of senior notes assumed in the East Dubuque Merger, which includes a prepayment
premium and write-off of the unamortized purchase accounting adjustment.
(3) Represents the portion of gain (loss) on derivatives, net related to contracts that matured during the respective periods and settled with counterparties. There are no premiums paid or received at inception of the
derivative contracts and upon settlement, there is no cost recovery associated with these contracts.
(4) Represents an insurance recovery from insurance carriers as a result of the flood and crude oil discharge at the Coffeyville refinery on June/July 2007.
(5) On April 1, 2016, CVR Partners completed the East Dubuque Merger. CVR Partners incurred legal and other professional fees and other merger related expenses for the years ended December 31, 2016
and 2015 that are referred to herein as expenses associated with the East Dubuque Merger, which are included in selling, general and administrative expenses.
(6) CVR Partners received a business interruption insurance recovery of $2.1 million in the third quarter of 2016.
(7) Definition on slide 7
9
Consolidated Non-GAAP Financial Measures
Financials Second Quarter Year to Date
($ in millions, except per share data) 6/30/2017 6/30/2016 6/30/2017 6/30/2016
Income (loss) before income tax expense $ (25.9) $ 65.4 $ 27.1 $ 12.7
FIFO impact, (favorable) unfavorable 15.4 (46.2) 15.7 (37.4)
Major scheduled turnaround expenses 2.9 8.7 15.8 38.1
(Gain) loss on derivatives, net — 1.9 (12.2) 3.1
Current period settlements on derivative contracts(1) (0.1) 7.1 1.1 28.5
Loss on extinguishment of debt(2) — 5.1 — 5.1
Expenses associated with the East Dubuque Merger(3) — 1.2 — 2.5
Adjusted net income (loss) before income tax expense (benefit) and noncontrolling interest $ (7.7) $ 43.2 $ 47.5 $ 52.6
Adjusted net (income) loss attributed to noncontrolling interest 2.5 (11.9) (14.2) (18.6)
Income tax benefit (expense), as adjusted 1.9 (14.2) (13.5) (8.5)
Adjusted net income (loss)(4) $ (3.3) $ 17.1 $ 19.8 $ 25.5
Adjusted net income (loss) per diluted share $ (0.04) $ 0.20 $ 0.23 $ 0.29
(1) Represents the portion of gain (loss) on derivatives, net related to contracts that matured during the respective periods and settled with counterparties. There are no premiums paid or received at inception of the
derivative contracts and upon settlement, there is no cost recovery associated with these contracts.
(2) Represents a loss on extinguishment of debt incurred by CVR Partners in June 2016 in connection with the repurchase of senior notes assumed in the East Dubuque Merger, which includes a prepayment
premium and write-off of the unamortized purchase accounting adjustment.
(3) On April 1, 2016, CVR Partners completed the East Dubuque Merger. CVR Partners incurred legal and other professional fees and other merger related expenses that are referred to herein as expenses associated with
the East Dubuque Merger, which are included in selling, general and administrative expenses.
(4) Definition on slide 7
10
Consolidated Non-GAAP Financial Measures
Financials Second Quarter Year to Date
($ in millions) 6/30/2017 6/30/2016 6/30/2017 6/30/2016
Net income (loss) attributable to CVR Energy stockholders $ (10.5) $ 28.4 $ 11.7 $ 12.2
Interest expense and other financing costs, net of interest income 27.3 18.4 54.1 30.3
Income tax expense (benefit) (6.6) 21.6 8.2 (0.2)
Depreciation and amortization 54.0 50.7 105.1 90.7
Adjustments attributable to noncontrolling interest (38.5) (36.0) (74.4) (54.4)
EBITDA(1) $ 25.7 $ 83.1 $ 104.7 $ 78.6
FIFO impact, (favorable) unfavorable 15.4 (46.2) 15.7 (37.4)
Major scheduled turnaround expenses 2.9 8.7 15.8 38.1
(Gain) loss on derivatives, net — 1.9 (12.2) 3.1
Current period settlements on derivative contracts(2) (0.1) 7.1 1.1 28.5
Loss on extinguishment of debt(3) — 5.1 — 5.1
Expenses associated with the East Dubuque Merger(4) — 1.2 — 2.5
Adjustments attributable in noncontrolling interest (6.2) 3.5 (7.0) (17.9)
Adjusted EBITDA(1) $ 37.7 $ 64.4 $ 118.1 $ 100.6
(1) Definition on slide 7
(2) Represents the portion of gain (loss) on derivatives, net related to contracts that matured during the respective periods and settled with counterparties. There are no premiums paid or received at inception of the
derivative contracts and upon settlement, there is no cost recovery associated with these contracts.
(3) Represents a loss on extinguishment of debt incurred by CVR Partners in June 2016 in connection with the repurchase of senior notes assumed in the East Dubuque Merger, which includes a prepayment
premium and write-off of the unamortized purchase accounting adjustment.
(4) On April 1, 2016, CVR Partners completed the East Dubuque Merger. CVR Partners incurred legal and other professional fees and other merger related expenses that are referred to herein as expenses associated with
the East Dubuque Merger, which are included in selling, general and administrative expenses.
11
Petroleum Non-GAAP Financial Measures
Financials Second Quarter Year to Date
($ in millions) 6/30/2017 6/30/2016 6/30/2017 6/30/2016
Petroleum net income (loss) $ (19.2) $ 78.1 $ 47.8 $ 10.1
Interest expense and other financing costs, net of interest income 11.8 10.1 23.0 20.9
Income tax expense — — — —
Depreciation and amortization 32.4 31.6 66.5 63.1
Petroleum EBITDA(1) $ 25.0 $ 119.8 $ 137.3 $ 94.1
FIFO impact, (favorable) unfavorable 15.4 (46.2) 15.7 (37.4)
Major scheduled turnaround expenses 2.8 2.1 15.7 31.5
(Gain) loss on derivatives, net — 1.9 (12.2) 3.1
Current period settlements on derivative contracts(2) (0.1) 7.1 1.1 28.5
Adjusted Petroleum EBITDA(1) $ 43.1 $ 84.7 $ 157.6 $ 119.8
(1) Definition on slide 7
(2) Represents the portion of gain (loss) on derivatives, net related to contracts that matured during the respective periods and settled with counterparties. There are no premiums paid or received at inception
of the derivative contracts and upon settlement, there is no cost recovery associated with these contracts.
12
Fertilizer Non-GAAP Financial Measures
Financials Second Quarter Year to Date
($ in millions) 6/30/2017 6/30/2016 6/30/2017 6/30/2016
Nitrogen Fertilizer net income (loss) $ (3.5) $ (17.0) $ (13.8) $ 1.0
Interest expense and other financing costs, net 15.7 15.5 31.4 17.2
Income tax expense — 0.1 — 0.1
Depreciation and amortization 20.0 17.6 35.4 24.5
Nitrogen Fertilizer EBITDA(1) $ 32.2 $ 16.2 $ 53.0 $ 42.8
Major scheduled turnaround expenses 0.1 6.6 0.1 6.6
Loss on extinguishment of debt(2) — 5.1 — 5.1
Expenses associated with the East Dubuque Merger(3) — 1.2 — 2.5
Adjusted Nitrogen Fertilizer EBITDA(1) $ 32.3 $ 29.1 $ 53.1 $ 57.0
(1) Definition on slide 7
(2) Represents a loss on extinguishment of debt incurred by CVR Partners in June 2016 in connection with the repurchase of senior notes assumed in the East Dubuque Merger, which includes a prepayment
premium and write-off of the unamortized purchase accounting adjustment.
(3) On April 1, 2016, CVR Partners completed the East Dubuque Merger. CVR Partners incurred legal and other professional fees and other merger related expenses that are referred to herein as expenses
associated with the East Dubuque Merger, which are included in selling, general and administrative expenses.
13