Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - CVR ENERGY INC | x90815exv99w1.htm |
| 8-K - FORM 8-K - CVR ENERGY INC | x90815e8vk.htm |
Exhibit
99.2
CVR
ENERGY, INC. AND SUBSIDIARIES
UNAUDITED
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma consolidated financial statements of CVR
Energy, Inc. have been derived from the audited historical
financial statements of CVR Energy, Inc. for the year ended and
as of December 31, 2010, which are included in CVR Energy,
Inc.’s
Form 10-K
for the year ended December 31, 2010.
The pro forma consolidated balance sheet as of December 31,
2010 and the pro forma consolidated statement of operations for
the year ended December 31, 2010 have been adjusted to give
effect to the following transactions:
| • | The interests of Coffeyville Resources, LLC (“CRLLC”) and CVR Special GP, LLC (“Special GP”) in CVR Partners, LP (“CVR Partners”) were converted into 50,920 and 50,869,080 common units, respectively, and Special GP, a wholly-owned subsidiary of CRLLC, was merged with and into CRLLC, with CRLLC continuing as the surviving entity; | |
| • | CVR Partners offered and sold 22,080,000 common units to the public at a public offering price of $16.00 per unit and paid related commissions and expenses; | |
| • | CVR Partners’ general partner sold its incentive distribution rights, or IDRs, to CVR Partners for $26.0 million in cash (representing fair market value), and CVR Partners extinguished such IDRs; | |
| • | CVR GP, LLC, the general partner of CVR Partners (“CVR GP”) and CRLLC, entered into a second amended and restated agreement of limited partnership; | |
| • | CVR Partners entered into a new credit facility, which included a $125.0 million term loan and a $25.0 million revolving credit facility both due in 2016, drew the $125.0 million term loan in full, and paid associated financing costs; and | |
| • | Coffeyville Acquisition III LLC, the then-owner of CVR GP, sold CVR GP and its non-economic general partner interest to CRLLC for nominal consideration. |
The pro forma adjustments have been prepared as if the
transactions described above had taken place on
December 31, 2010, in the case of the pro forma balance
sheet, or as of January 1, 2010, in the case of the pro
forma statement of operations.
The unaudited pro forma consolidated financial statements are
not necessarily indicative of the results that we would have
achieved had the transactions described herein actually taken
place at the dates indicated, and do not purport to be
indicative of future financial position or operating results.
The unaudited pro forma consolidated financial statements do not
reflect the repurchase of up to $100.0 million of CRLLC and
Coffeyville Finance’s outstanding notes that may be
tendered pursuant to the offer to purchase dated April 14,
2011. See “Tender Offer” under Item 8.01 of this
Form 8-K
for a discussion of the tender offer. The unaudited pro forma
consolidated financial statements should be read in conjunction
with the audited financial statements of CVR Energy, Inc., the
related notes and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”
included in CVR Energy, Inc.’s
Form 10-K
for the year ended December 31, 2010.
The pro forma adjustments are based on available information and
certain assumptions that we believe are reasonable. The pro
forma adjustments and the assumptions included therein are
described in the accompanying notes.
1
CVR
Energy, Inc. and Subsidiaries
Unaudited
Pro Forma Consolidated Balance Sheet
As of
December 31, 2010
|
Actual as of |
Pro Forma |
Pro Forma as of |
||||||||||
| December 31, 2010 | Adjustments | December 31, 2010 | ||||||||||
| (In thousands) | ||||||||||||
|
ASSETS
|
||||||||||||
|
Current assets:
|
||||||||||||
|
Cash and cash equivalents
|
$ | 200,049 | $ | 353,280 | (a) | $ | 621,273 | |||||
| (28,056 | )(b) | |||||||||||
| 125,000 | (c) | |||||||||||
| (3,000 | )(d) | |||||||||||
| (26,000 | )(e) | |||||||||||
|
Accounts receivable, net of allowance for doubtful accounts of
$722
|
80,169 | — | 80,169 | |||||||||
|
Inventories
|
247,172 | — | 247,172 | |||||||||
|
Prepaid expenses and other current assets
|
28,616 | (2,089 | )(b) | 26,527 | ||||||||
|
Income tax receivable
|
— | — | — | |||||||||
|
Deferred income taxes
|
43,351 | (10,034 | )(f) | 33,317 | ||||||||
|
Total current assets
|
599,357 | 409,101 | 1,008,458 | |||||||||
|
Property, plant, and equipment, net of accumulated depreciation
|
1,081,312 | — | 1,081,312 | |||||||||
|
Intangible assets, net
|
344 | — | 344 | |||||||||
|
Goodwill
|
40,969 | — | 40,969 | |||||||||
|
Deferred financing costs, net
|
10,601 | 3,000 | (d) | 13,601 | ||||||||
|
Insurance receivable
|
3,570 | — | 3,570 | |||||||||
|
Other long-term assets
|
4,031 | — | 4,031 | |||||||||
|
Total assets
|
$ | 1,740,184 | $ | 412,101 | $ | 2,152,285 | ||||||
| LIABILITIES AND EQUITY | ||||||||||||
|
Current liabilities:
|
||||||||||||
|
Current portion of long-term debt
|
$ | — | $ | — | $ | — | ||||||
|
Note payable and capital lease obligations
|
8,014 | — | 8,014 | |||||||||
|
Accounts payable
|
155,220 | (1,415 | )(b) | 153,805 | ||||||||
|
Personnel accruals
|
29,151 | — | 29,151 | |||||||||
|
Accrued taxes other than income taxes
|
21,266 | — | 21,266 | |||||||||
|
Income taxes payable
|
7,983 | 13,309 | (f) | 21,292 | ||||||||
|
Deferred revenue
|
18,685 | — | 18,685 | |||||||||
|
Other current liabilities
|
25,396 | — | 25,396 | |||||||||
|
Total current liabilities
|
265,715 | 11,894 | 277,609 | |||||||||
|
Long-term liabilities:
|
||||||||||||
|
Long-term debt, net of current portion
|
468,954 | 125,000 | (c) | 593,954 | ||||||||
|
Accrued environmental liabilities, net of current portion
|
2,552 | — | 2,552 | |||||||||
|
Deferred income taxes
|
298,943 | (23,343 | )(f) | 344,059 | ||||||||
| 68,459 | (g) | |||||||||||
|
Other long-term liabilities
|
3,847 | — | 3,847 | |||||||||
|
Total long-term liabilities
|
774,296 | 170,116 | 944,412 | |||||||||
|
Commitments and contingencies
|
||||||||||||
|
Equity:
|
||||||||||||
|
CVR stockholders’ equity:
|
||||||||||||
|
Common stock $0.01 par value per share,
350,000,000 shares authorized, 86,435,672 shares issued
|
864 | — | 864 | |||||||||
|
Additional
paid-in-capital
|
467,871 | 216,658 | (a) | 571,940 | ||||||||
| (28,730 | )(b) | |||||||||||
| (15,400 | )(e) | |||||||||||
| (68,459 | )(g) | |||||||||||
|
Retained earnings
|
221,079 | — | 221,079 | |||||||||
|
Treasury stock, 21,891, at cost
|
(243 | ) | — | (243 | ) | |||||||
|
Accumulated other comprehensive income, net of tax
|
2 | — | 2 | |||||||||
|
Total CVR stockholders’ equity
|
689,573 | 104,069 | 793,642 | |||||||||
|
Noncontrolling interest
|
10,600 | 136,622 | (a) | 136,622 | ||||||||
| (10,600 | )(e) | |||||||||||
|
Total equity
|
700,173 | 230,091 | 930,264 | |||||||||
|
Total liabilities and equity
|
$ | 1,740,184 | $ | 412,101 | $ | 2,152,285 | ||||||
The accompanying notes are an integral part of these unaudited
pro forma consolidated financial statements.
2
CVR
Energy, Inc. and Subsidiaries
Unaudited
Pro Forma Consolidated Statement of Operations
For the
Year Ended December 31, 2010
|
Actual as of |
Pro Forma |
Pro Forma as of |
||||||||||
| December 31, 2010 | Adjustments | December 31, 2010 | ||||||||||
| (In thousands) | ||||||||||||
|
Net sales
|
$ | 4,079,768 | $ | — | $ | 4,079,768 | ||||||
|
Operating costs and expenses:
|
||||||||||||
|
Cost of product sold (exclusive of depreciation and amortization)
|
3,568,118 | — | 3,568,118 | |||||||||
|
Direct operating expenses (exclusive of depreciation and
amortization)
|
240,761 | — | 240,761 | |||||||||
|
Selling, general and administrative expenses (exclusive of
depreciation and amortization)
|
92,034 | — | 92,034 | |||||||||
|
Net costs associated with flood
|
(970 | ) | — | (970 | ) | |||||||
|
Depreciation and amortization
|
86,761 | — | 86,761 | |||||||||
|
Total operating costs and expenses
|
3,986,704 | — | 3,986,704 | |||||||||
|
Operating income
|
93,064 | — | 93,064 | |||||||||
|
Other income (expense):
|
||||||||||||
|
Interest expense and other financing costs
|
(50,268 | ) | (5,000 | )(a) | (56,003 | ) | ||||||
| (610 | )(b) | — | ||||||||||
| (125 | )(c) | — | ||||||||||
|
Interest income
|
2,211 | 650 | (d) | 2,861 | ||||||||
|
Gain (loss) on derivatives, net
|
(1,505 | ) | — | (1,505 | ) | |||||||
|
Loss on extinguishment of debt
|
(16,647 | ) | — | (16,647 | ) | |||||||
|
Other income, net
|
1,218 | — | 1,218 | |||||||||
|
Total other income (expense)
|
(64,991 | ) | (5,085 | ) | (70,076 | ) | ||||||
|
Income before income taxes and noncontrolling interest
|
28,073 | (5,085 | ) | 22,988 | ||||||||
|
Income tax expense
|
13,783 | (4,187 | )(e) | 9,596 | ||||||||
|
Net income
|
14,290 | (898 | ) | 13,392 | ||||||||
|
Less: Net income attributable to noncontrolling interest
|
— | 4,569 | (f) | 4,569 | ||||||||
|
Net income attributable to CVR Energy, Inc.
|
$ | 14,290 | $ | (5,467 | ) | $ | 8,823 | |||||
|
Basic earnings per share
|
$ | 0.17 | $ | 0.10 | ||||||||
|
Diluted earnings per share
|
$ | 0.16 | $ | 0.10 | ||||||||
|
Weighted-average common shares outstanding:
|
||||||||||||
|
Basic
|
86,340,342 | 86,340,342 | ||||||||||
|
Diluted
|
86,789,179 | 86,789,179 | ||||||||||
The accompanying notes are an integral part of these unaudited
pro forma consolidated financial statements.
3
CVR
ENERGY, INC. AND SUBSIDIARIES
NOTES TO
THE UNAUDITED PRO FORMA
CONSOLIDATED
FINANCIAL STATEMENTS
| (1) | Pro Forma Balance Sheet Adjustments and Assumptions |
(a) Reflects (1) the issuance by CVR Partners, LP (CVR
Partners) of 19,200,000 common units to the public at an initial
public offering price of $16.00 per common unit resulting in
aggregate gross proceeds of $307.2 million and (2) the
exercise by the underwriters of their option to sell 2,880,000
common units at $16.00 per common unit to cover over-allotments
resulting in aggregate gross proceeds of $46.1 million, for
a total of $353.3 million. Associated with this transaction
is the entry to record the noncontrolling interest at
approximately 30.2% of the total partners’ capital carrying
value at CVR Partners, with the excess recorded to additional
paid-in-capital
for CVR Energy.
(b) Reflects the payment of underwriting commissions of
$24.7 million and other estimated offering expenses of
$4.0 million for a total of $28.7 million which will
be allocated to the newly issued public common units of CVR
Partners and recorded in additional paid-in-capital for CVR
Energy. Of the $4.0 million in estimated offering costs,
$0.7 million had been prepaid and $1.4 million had
been accrued.
(c) Reflects term debt incurred by CVR Partners of
$125.0 million.
(d) Reflects the estimated deferred financing costs of
$3.0 million associated with the new credit facility of CVR
Partners.
(e) Reflects the purchase of the incentive distribution
rights of the managing general partner interest of CVR Partners
($26.0 million) which represents the fair market value.
(f) Reflects an increase to income taxes payable primarily
due to the taxable gain on distributions from CVR Partners to
CRLLC in excess of CRLLC’s tax basis in CVR Partners. The
change in deferred tax assets and deferred tax liabilities is
due to the reclassification of the net book versus tax basis
difference associated with the investment in CVR Partners to a
noncurrent deferred tax liability in conjunction with the
initial public offering of CVR Partners. Deferreds historically
were recorded based upon each separate component of the book
versus tax basis difference of CVR Partners’ assets and
liabilities.
(g) Reflects the deferred tax liability recorded associated
with the difference between the book carrying value of CVR
Energy’s investment in CVR Partners and the tax basis
resulting from gains recorded in additional
paid-in-capital.
| (2) | Pro Forma Statement of Operations Adjustments and Assumptions |
(a) Reflects the inclusion of interest expense relating to
the new credit facility of CVR Partners at an assumed rate of
4.0% with no balance outstanding under the revolver.
(b) Reflects the amortization of related debt issuance
costs of the new credit facility of CVR Partners over a five
year term.
(c) Reflects the commitment fee of 0.50% on the estimated
unused portion of the $25.0 million revolving credit
facility of CVR Partners.
(d) Reflects the inclusion of interest income earned on the
average cash balance of CVR Partners.
(e) Reflects adjustments attributable to the noncontrolling
interest and the reduction in pre-tax income.
(f) Reflects the removal of net income attributable to the
noncontrolling interest.
| (3) | Pro Forma Net Income per Common Share |
Pro forma net income per common share is determined by dividing
the pro forma net income that has been adjusted for adjustments
of interest expense, interest income, income tax expense and
income attributable
4
CVR
ENERGY, INC. AND SUBSIDIARIES
NOTES TO
THE UNAUDITED PRO FORMA
CONSOLIDATED
FINANCIAL STATEMENTS — (Continued)
to the noncontrolling interest by the weighted average common
shares outstanding to determine both the basic and diluted net
income per common share. The pro forma adjustments do not impact
the weighted average shares outstanding.
| (4) | Incremental Post-IPO Costs |
Upon completion of CVR Partners’ initial public offering,
CVR Partners anticipates incurring incremental general and
administrative expenses as a result of being a publicly traded
limited partnership, such as costs associated with SEC reporting
requirements, including annual and quarterly reports to
unitholders, tax return and
Schedule K-1
preparation and distribution, independent auditor fees, investor
relations activities and registrar and transfer agent fees. It
is estimated that these incremental general and administrative
expenses will be approximately $3.5 million per year. The
unaudited pro forma consolidated financial statements do not
reflect the $3.5 million in incremental expenses.
5