Delaware
(State
or other jurisdiction of
incorporation)
|
001-33492
(Commission File
Number)
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61-1512186
(I.R.S.
Employer
Identification
Number)
|
2277
Plaza Drive, Suite 500
Sugar
Land, Texas 77479
(Address
of principal
executive offices)
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99.1
|
Press
release, dated May 15, 2008, issued by CVR Energy, Inc. pertaining to its
results of operations and financial condition for the quarter ended March
31, 2008.
|
CVR ENERGY,
INC.
|
|||
By: | /s/ James T. Rens | ||
James T. Rens | |||
Chief Financial Officer and Treasurer | |||
Exhibit
No.
|
Title
|
|
99.1
|
Press
release, dated May 15, 2008, issued by CVR Energy, Inc. pertaining to its
results of operations and financial condition for the quarter ended March
31, 2008.
|
Three
Months Ended
March
31,
|
||||||||
2008
|
2007
|
|||||||
(in
millions, except as otherwise indicated)
|
||||||||
Consolidated
Statement of Operations Data:
|
(unaudited)
|
(unaudited)
|
||||||
Net
sales
|
$ | 1,223.0 | $ | 390.5 | ||||
Cost
of product sold (exclusive of depreciation and
amortization)
|
1,036.2 | 303.7 | ||||||
Direct
operating expenses (exclusive of depreciation and
amortization)
|
60.6 | 113.4 | ||||||
Selling,
general and administrative expenses (exclusive of depreciation and
amortization)
|
13.4 | 13.2 | ||||||
Net
costs associated with flood (1)
|
5.8 | — | ||||||
Depreciation
and amortization
|
19.6 | 14.2 | ||||||
Operating
income (loss)
|
$ | 87.4 | $ | (54.0 | ) | |||
Other
income, net
|
0.9 | 0.5 | ||||||
Interest
expense and other financing costs
|
(11.3 | ) | (11.9 | ) | ||||
Loss
on derivatives, net
|
(47.9 | ) | (137.0 | ) | ||||
Income
(loss) before income taxes and minority interest in (income) loss of
subsidiaries
|
$ | 29.1 | $ | (202.4 | ) | |||
Income
tax (expense) benefit
|
(6.9 | ) | 47.3 | |||||
Minority
interest in (income) loss of subsidiaries
|
— | 0.7 | ||||||
Net
income (loss)
|
$ | 22.2 | $ | (154.4 | ) | |||
Net
earnings per shares
|
||||||||
Basic
|
$ | 0.26 | ||||||
Diluted
|
$ | 0.26 | ||||||
Weighted
average shares
|
||||||||
Basic
|
86,141,291 | |||||||
Diluted
|
86,158,791 | |||||||
Pro
Forma Information
Net
(loss) per share:
|
||||||||
Basic
|
$ | (1.79 | ) | |||||
Diluted
|
$ | (1.79 | ) | |||||
Weighted
average shares:
|
||||||||
Basic
|
86,141,291 | |||||||
Diluted
|
86,141,291 | |||||||
As
of March 31,
|
As
of December 31,
|
|||||||
2008
|
2007
|
|||||||
(in
millions, except as otherwise indicated)
|
||||||||
(unaudited)
|
(unaudited)
|
|||||||
Balance
Sheet Data:
Cash
and cash equivalents
|
$ | 25.2 | $ | 30.5 | ||||
Working
capital
|
21.5 | 10.7 | ||||||
Total
assets
|
1,923.6 | 1,868.4 | ||||||
Total
debt, including current portion
|
499.2 | 500.8 | ||||||
Minority
interest in subsidiaries
|
10.6 | 10.6 | ||||||
Stockholders'
equity
|
455.1 | 432.7 | ||||||
Three
Months Ended
March
31,
|
||||||||
2008
|
2007
|
|||||||
(in
millions, except as otherwise indicated)
|
||||||||
Other
Financial Data:
|
(unaudited)
|
(unaudited)
|
||||||
Depreciation
and amortization
|
$ | 19.6 | $ | 14.2 | ||||
Net
Income (loss) adjusted for unrealized gain or loss from Cash Flow Swap
(2)
|
30.6 | (82.4 | ) | |||||
Cash
flows provided by operating activities
|
24.2 | 44.1 | ||||||
Cash
flows (used in) investing activities
|
(26.2 | ) | (107.4 | ) | ||||
Cash
flows (used in) provided by financing activities
|
(3.4 | ) | 29.0 | |||||
Capital
expenditures for property, plant and equipment
|
26.2 | 107.4 |
Three
Months Ended March 31,
|
||||||||
2008
|
2007
|
|||||||
(in
millions, except as otherwise indicated)
|
||||||||
(unaudited)
|
(unaudited)
|
|||||||
Net
income (loss) adjusted for unrealized loss from Cash Flow
Swap
|
$ | 30.6 | $ | (82.4 | ) | |||
Plus:
|
||||||||
Unrealized
(loss) from Cash Flow Swap, net of taxes
|
(8.4 | ) | (72.0 | ) | ||||
Net
income (loss)
|
$ | 22.2 | $ | (154.4 | ) |
Three
Months Ended
March
31,
|
||||||||
2008
|
2007
|
|||||||
(in
millions, except as otherwise indicated)
|
||||||||
(unaudited)
|
(unaudited)
|
|||||||
Petroleum
Business:
Net
sales
|
$ | 1,168.5 | $ | 352.5 | ||||
Cost
of product sold (exclusive of depreciation and
amortization)
|
1,035.1 | 298.5 | ||||||
Direct
operating expenses (exclusive of depreciation and
amortization)
|
40.3 | 96.7 | ||||||
Net
costs associated with flood
|
5.5 | — | ||||||
Depreciation
and amortization
|
14.9 | 9.8 | ||||||
Gross
profit (loss)
|
$ | 72.7 | $ | (52.5 | ) | |||
Plus
direct operating expenses (exclusive of depreciation and
amortization)
|
40.3 | 96.7 | ||||||
Plus
net costs associated with flood
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5.5 | — | ||||||
Plus
depreciation and amortization
|
14.9 | 9.8 | ||||||
Refining
margin (3)
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$ | 133.4 | $ | 54.0 | ||||
Operating
income (loss)
|
63.6 | (63.5 | ) |
Three
Months Ended
March
31,
|
||||||||
2008
|
2007
|
|||||||
Petroleum Operating
Statistics
|
(unaudited)
|
(unaudited)
|
||||||
Per
barrel profit, margin and expense of crude oil throughput:
|
||||||||
Refining
margin
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$ | 13.76 | $ | 12.69 | ||||
Gross
profit
(loss)
|
7.50 | (12.34 | ) | |||||
Direct
operating expenses (exclusive of depreciation and
amortization)
|
4.16 | 22.73 | ||||||
Per
gallon sales
price:
|
||||||||
Gasoline
|
2.45 | 1.59 | ||||||
Distillate
|
2.85 | 1.78 | ||||||
Three
Months Ended
March
31,
|
||||||||||||||||
2008
|
2007
|
|||||||||||||||
(unaudited)
|
(unaudited)
|
|||||||||||||||
Selected Company
Volumetric Data
|
Barrels
Per Day
|
%
|
Barrels
Per Day
|
%
|
||||||||||||
Production:
|
||||||||||||||||
Total
gasoline
|
59,662 | 47.5 | 23,499 | 43.8 | ||||||||||||
Total
distillate
|
48,591 | 38.7 | 21,976 | 40.9 | ||||||||||||
Total
other
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17,361 | 13.8 | 8,214 | 15.3 | ||||||||||||
Total
all
production
|
125,614 | 100.0 | 53,689 | 100.0 | ||||||||||||
Crude
oil
throughput
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106,530 | 89.0 | 47,267 | 92.7 | ||||||||||||
All
other
inputs
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13,197 | 11.0 | 3,716 | 7.3 | ||||||||||||
Total
feedstocks
|
119,727 | 100.0 | 50,983 | 100.0 |
Three
Months Ended March 31,
|
||||||||
2008
|
2007
|
|||||||
Market
Indicators
|
||||||||
West
Texas Intermediate (WTI) crude oil
|
$ | 97.82 | $ | 58.27 | ||||
NYMEX
2-1-1 Crack Spread
|
11.81 | 12.17 | ||||||
Crude
Oil Differentials:
|
||||||||
WTI
less WTS (sour)
|
4.63 | 4.26 | ||||||
WTI
less WCS (heavy sour)
|
19.84 | 14.80 | ||||||
WTI
less Dated Brent (foreign)
|
1.10 | 0.51 | ||||||
PADD
II Group 3 versus NYMEX Basis:
|
||||||||
Gasoline
|
(1.46 | ) | (0.54 | ) | ||||
Heating
Oil
|
3.65 | 8.77 | ||||||
PADD
II Group 3 versus NYMEX Crack:
|
||||||||
Gasoline
|
4.95 | 12.43 | ||||||
Heating
Oil
|
20.77 | 20.57 | ||||||
Three
Months Ended March 31,
|
||||||||
2008
|
2007
|
|||||||
Nitrogen
Fertilizer Business
|
(unaudited)
|
(unaudited)
|
||||||
Net
sales
|
$ | 62.6 | $ | 38.6 | ||||
Cost
of product sold (exclusive of depreciation and
amortization)
|
8.9 | 6.1 | ||||||
Direct
operating expenses (exclusive of depreciation and
amortization)
|
20.3 | 16.7 | ||||||
Depreciation
and amortization
|
4.5 | 4.4 | ||||||
Operating
income
|
26.0 | 9.3 | ||||||
Nitrogen
Fertilizer Operating Statistics
|
||||||||
Production
(thousand tons):
|
||||||||
Ammonia
|
83.7 | 86.2 | ||||||
UAN
|
150.1 | 165.7 | ||||||
Total
|
233.8 | 251.9 | ||||||
Sales
(thousand tons):
|
||||||||
Ammonia
|
24.1 | 20.7 | ||||||
UAN
|
158.0 | 166.8 | ||||||
Total
|
182.1 | 187.5 | ||||||
Product
pricing (plant gate) (dollars per ton) (4):
|
||||||||
Ammonia
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$ | 494 | $ | 347 | ||||
UAN
|
262 | 169 | ||||||
On-stream
factor (5):
|
||||||||
Gasification
|
91.8 | % | 91.8 | % | ||||
Ammonia
|
90.7 | % | 86.3 | % | ||||
UAN
|
85.9 | % | 89.4 | % |
(1)
|
Represents
the approximate net costs associated with the flood and oil spill that are
not probable of recovery from
insurance.
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(2)
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Net
income (loss) adjusted for net unrealized loss from Cash Flow Swap results
from adjusting for the derivative transaction that was executed in
conjunction with the acquisition of Coffeyville Group Holdings, LLC by
Coffeyville Acquisition LLC on June 24, 2005. On June 16, 2005,
Coffeyville Acquisition LLC entered into the Cash Flow Swap with J. Aron,
a subsidiary of The Goldman Sachs Group, Inc., and a related party of
ours. The Cash Flow Swap was subsequently assigned from
Coffeyville Acquisition LLC to Coffeyville Resources, LLC on June 24,
2005. The derivative took the form of three NYMEX swap
agreements whereby if crack spreads fall below the fixed level, J. Aron
agreed to pay the difference to us, and if crack spreads rise above the
fixed level, we agreed to pay the difference to J.
Aron. Assuming crude oil capacity of 115,000 bpd, the Cash Flow
Swap represents approximately 58% and 14% of crude oil capacity for the
periods January 1, 2008 through June 30, 2009 and July 1, 2009 through
June 30, 2010, respectively. Under the terms of our Credit
Facility and upon meeting specific requirements related to our leverage
ratio and our credit ratings, we may reduce the Cash Flow Swap to 35,000
bpd, or approximately 30% of executed crude oil capacity, for the period
from April 1, 2008 through December 31, 2008 and terminate the Cash Flow
Swap in 2009 and 2010.
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|
We
have determined that the Cash Flow Swap does not qualify as a hedge for
hedge accounting purposes under current GAAP. As a result, our
periodic statements of operations reflect in each period material amounts
of unrealized gains and losses based on the increases or decreases in
market value of the unsettled position under the swap agreements which is
accounted for as a liability on our balance sheet. As the crack
spreads increase we are required to record an increase in this liability
account with a corresponding expense entry to be made to our statement of
operations. Conversely, as crack spreads decline we are
required to record a decrease in the swap related liability and post a
corresponding income entry to our statement of
operations. Because of this inverse relationship between the
economic outlook for our underlying business (as represented by crack
spread levels) and the income impact of the unrecognized gains and losses,
and given the significant periodic fluctuations in the amounts of
unrealized gains and losses, management utilizes Net income (loss)
adjusted for unrealized loss from Cash Flow Swap as a key indicator of our
business performance. In managing our business and assessing
its growth and profitability from a strategic and financial planning
perspective, management and our board of directors considers our U.S. GAAP
net income results as well as Net income (loss) adjusted for unrealized
loss from Cash Flow Swap. We believe that Net income (loss)
adjusted for unrealized loss from Cash Flow Swap enhances the
understanding of our results of operations by highlighting income
attributable to our ongoing operating performance exclusive of charges and
income resulting from mark to market adjustments that are not necessarily
indicative of the performance of our underlying business and our
industry. The adjustment has been made for the unrealized loss
from Cash Flow Swap net of its related tax
benefit.
|
|
Net
income (loss) adjusted for unrealized loss from Cash Flow Swap is not a
recognized term under GAAP and should not be substituted for net income as
a measure of our performance but instead should be utilized as a
supplemental measure of financial performance or liquidity in evaluating
our business. Because Net income (loss) adjusted for unrealized
loss from Cash Flow Swap excludes mark to market adjustments, the measure
does not reflect the fair market value of our Cash Flow Swap in our net
income. As a result, the measure does not include potential
cash payments that may be required to be made on the Cash Flow Swap in the
future. Also, our presentation of this non-GAAP measure may not
be comparable to similarly titled measures of other
companies.
|
(3)
|
Refining
margin is a measurement calculated as the difference between net sales and
cost of product sold (exclusive of depreciation and
amortization). Refining margin is a non-GAAP measure that we
believe is important to investors in evaluating our refinery's performance
as a general indication of the amount above our cost of product sold that
we are able to sell refined products. Each of the components
used in this calculation (net sales and cost of product sold exclusive of
depreciation and amortization) can be taken directly from our statement of
operations. Our calculation of refining margin may differ from
similar calculations of other companies in our industry, thereby limiting
its usefulness as a comparative
measure.
|
(4)
|
Plant
gate sales per ton represents net sales less freight and hydrogen revenue
divided by sales tons. Plant gate pricing per ton is shown in
order to provide industry
comparability.
|
(5)
|
On-stream
factor is the total number of hours operated divided by the total number
of hours in the reporting
period.
|