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): February 16, 2017
CVR PARTNERS, LP
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-35120 (Commission File Number) | 56-2677689 (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))
Item 2.02. Results of Operations and Financial Condition.
On February 16, 2017, CVR Partners, LP (the "Partnership") posted a presentation to its website at www.cvrpartners.com under the tab “Investor Relations” providing information regarding its results of operations and financial condition for the quarter and fiscal year ended December 31, 2016. 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 Partnership 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: February 16, 2017
CVR Partners, LP | |
By: CVR GP, LLC, its general partner | |
By: | /s/ Susan M. Ball |
Susan M. Ball, | |
Chief Financial Officer and Treasurer | |
CVR Partners, LP
4th Quarter 2016 Earnings Report
February 16, 2017
1
The following presentation contains forward-looking statements based on management’s
current expectations and beliefs, as well as a number of assumptions concerning future
events. The assumptions and estimates underlying forward-looking statements are inherently
uncertain and, although considered reasonable as of the date of preparation by the
management team of our general partner, are subject to a wide variety of significant business,
economic, and competitive risks and uncertainties that could cause actual results to differ
materially from those contained in the prospective information. Accordingly, there can be no
assurance that we will achieve the future results we expect or that actual results will not differ
materially from expectations.
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 those set forth under “Risk Factors” in CVR Partners, LP’s 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 Partners, LP 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 as required by law.
Safe Harbor Statement
2
Consolidated Selected Financials
(All information in this earnings report is unaudited other than the statement of operations and cash flow data for the year
ended December 31, 2015 and the balance sheet data as of December 31, 2015)
On April 1, 2016, CVR Partners, LP (the "Partnership") completed the merger (the "East Dubuque Merger"), whereby the Partnership acquired CVR
Nitrogen Partners, LP (formerly known as East Dubuque Nitrogen Partners, L.P. and also formerly known as Rentech Nitrogen Partners, L.P.), and
CVR Nitrogen GP, LLC (formerly known as East Dubuque Nitrogen GP, LLC and also formerly known as Rentech Nitrogen GP, LLC). Pursuant to the
East Dubuque Merger, the Partnership acquired a nitrogen fertilizer manufacturing facility located in East Dubuque, Illinois (the "East Dubuque
Facility"). The consolidated financial statements and key financial metrics include the results of the East Dubuque Facility beginning on April 1, 2016,
the date of the closing of the acquisition.
(1) Definition on slide 5
(2) Reconciliation on slide 6
Consolidated Financial Results and Cash Flow Data
(In millions)
12/31/2016 12/31/2015 12/31/2016 12/31/2015
Net Sales 84.9$ 66.0$ 356.3$ 289.2$
Operating Income 1.0$ 20.4$ 26.8$ 68.7$
Net Income (Loss) (14.5)$ 18.7$ (26.9)$ 62.0$
Adjusted EBITDA (1)(2) 18.3$ 28.5$ 92.7$ 106.8$
Cash Flow Provided By (Used In) Operations (1.6)$ 21.4$ 45.0$ 78.4$
Cash Flow Used In Investing Activities (5.9)$ (4.6)$ (87.1)$ (16.9)$
Cash Flow Provided By (Used In) Financing Activities (2.2)$ -$ 47.7$ (91.4)$
Net Increase (Decrease) In Cash and Cash Equivalents (9.7)$ 16.8$ 5.6$ (29.9)$
Maintenance Capital Expenditures 5.4$ 2.3$ 13.7$ 9.6$
Growth Capital Expenditures 0.5$ 2.3$ 9.5$ 7.4$
Total Capital Expenditures 5.9$ 4.6$ 23.2$ 17.0$
Balance Sheet
(In millions)
12/31/2016 12/31/2015
Cash and Cash Equivalents 55.6$ 50.0$
Working Capital 71.5$ 72.7$
Total Assets 1,312.2$ 536.3$
Total Debt, including current portion 623.1$ 124.8$
Partners' Capital 624.9$ 385.6$
Fourth Quarter Year to Date
as of
3
Capital Structure and Debt Metrics
(1) Amounts presented are gross debt not net of unamortized debt issuance costs or unamortized discount.
(2) Net debt is defined as total debt less cash and cash equivalents.
(3) Reconciliation on slide 7. The summary unaudited pro forma financial information for the LTM period assumes CVR Partners owned the East Dubuque
Facility for all periods presented and also assumes the $645M principal balance of the 2023 senior secured notes was outstanding for all periods presented.
Pro forma net income (loss) has also been adjusted to exclude $13.0 million of nonrecurring expenses related to the fair value adjustment to acquisition-date
inventory and deferred revenue. Pro forma net income (loss) includes incremental depreciation resulting from increased fair value of the property, plant and
equipment. The summary pro forma financial information is for informational purposes only and does not purport to represent what the Partnership's
consolidated results of operations actually would have been if the East Dubuque Merger or financing transactions had occurred at any date, and such data
does not purport to project the Partnership's results of operations for any future period.
(4) Excludes full year of anticipated $12mm in synergies
LTM LTM LTM
Q2 2016 Q3 2016 Q4 2016
Cash and Cash Equivalents 76.3$ 65.3$ 55.6$
Total Debt, Including Current Portion (1) 649.2$ 649.2$ 647.2$
Net Debt (2) 572.9$ 583.9$ 591.6$
Partners Capital 672.1$ 639.5$ 624.9$
Pro Forma Adjusted EBITDA
(3)(4)
157.7$ 150.5$ 121.4$
Debt to Capital 49% 50% 51%
Net Debt to Capital 43% 45% 47%
Debt to Pro Forma Adjusted EBITDA 4.1 4.3 5.3
Net Debt to Pro Forma Adjusted EBITDA 3.6 3.9 4.9
($ in millions, except ratios)
Appendix
5
To supplement the actual results in accordance with GAAP for the applicable periods, the
Partnership 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 Partnership’s financial performance for the applicable periods and are
indicators management believes are relevant and useful for planning and forecasting future
periods.
EBITDA and Adjusted EBITDA. EBITDA 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 represents EBITDA adjusted for share-based
compensation, non-cash; major scheduled turnaround expenses; gain or loss on
extinguishment of debt; loss on disposition of assets; expenses associated with the East
Dubuque Merger and business interruption insurance recovery. We present Adjusted EBITDA
because it is the starting point for our calculation of available cash for distribution. EBITDA
and Adjusted EBITDA are not recognized terms under GAAP and should not be substituted for
net income or cash flow from operations. Management believes that EBITDA and Adjusted
EBITDA enable investors to better understand our ability to make distributions to our 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.
Non-GAAP Financial Measures
6
Non-GAAP Financial Measures
(1) Definition on slide 5
($ in millions) 12/31/2016 12/31/2015 12/31/2016 12/31/2015
Net Income (loss) (14.5)$ 18.7$ (26.9)$ 62.0$
Interest expense and other financing costs, net 15.8 1.8 48.6 7.0
Depreciation and amortization 17.2 7.2 58.2 28.4
Income tax expense - - 0.3 -
EBITDA
(1)
18.5$ 27.7$ 80.2$ 97.4$
Major scheduled turnaround expenses - - 6.6 7.0
Share-based compensation, non-cash - - - 0.1
(Gain) loss on extinguishment of debt (0.2) - 4.9 -
Expenses associated with the East Dubuque Merger - 0.8 3.1 2.3
Insurance recovery - business interruption - - (2.1) -
Adjusted EBITDA
(1)
18.3$ 28.5$ 92.7$ 106.8$
Fourth Quarter Year to Date
7
Non-GAAP Financial Measures
Pro Forma(2)
(1) Definition on slide 5
(2) The summary unaudited pro forma financial information for the LTM period assumes CVR Partners owned the East Dubuque Facility for all periods
presented and also assumes the $645M principal balance of the 2023 senior secured notes was outstanding for all periods presented. Pro forma net income
(loss) has also been adjusted to exclude $13.0 million of nonrecurring expenses related to the fair value adjustment to acquisition-date inventory and
deferred revenue. Pro forma net income (loss) includes incremental depreciation resulting from increased fair value of the property, plant and equipment.
The summary pro forma financial information is for informational purposes only and does not purport to represent what the Partnership's consolidated results
of operations actually would have been if the East Dubuque Merger or financing transactions had occurred at any date, and such data does not purport to
project the Partnership's results of operations for any future period.
(3) Excludes full year of anticipated $12mm in synergies.
($ in millions) Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016
Net Income (loss) (16.7)$ 13.1$ 9.0$ 2.5$ (12.8)$ (14.5)$
Interest expense and other financing costs, net 15.8 15.8 15.8 15.3 15.7 15.8
Depreciation and amortization 18.7 18.3 18.6 17.6 16.4 17.2
Income tax expense - - - 0.1 0.2 -
EBITDA(1)(3) 17.8$ 47.2$ 43.4$ 35.5$ 19.5$ 18.5$
Major scheduled turnaround expenses 6.6 - - 6.6 - -
Share-based compensation, non-cash 0.2 0.2 0.2 - - -
(Gain) on extinguishment of debt - - - - - (0.2)
Insurance recovery - business interruption - - - - (2.1) -
Adjusted EBITDA (1)(3) 24.6$ 47.4$ 43.6$ 42.1$ 17.4$ 18.3$
LTM LTM LTM
($ in millions) Q2 2016 Q3 2016 Q4 2016
Net Income (loss) 7.9$ 11.8$ (15.8)$
Interest expense and other financing costs, net 62.7 62.6 62.6
Depreciation and amortization 73.2 70.9 69.8
Income tax expense 0.1 0.3 0.3
EBITDA
(1)(3)
143.9$ 145.6$ 116.9$
Major scheduled turnaround expenses 13.2 6.6 6.6
Share-based compensation, non-cash 0.6 0.4 0.2
(Gain) on extinguishment of debt - - (0.2)
Insurance recovery - business interruption - (2.1) (2.1)
Adjusted EBITDA
(1)(3)
157.7$ 150.5$ 121.4$