ml8k2_cvrenergy.htm
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): May 15, 2008
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)
|
|
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 (see General
Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
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 May
15, 2008, CVR Energy, Inc. (the “Company”) issued a press release announcing
information regarding its results of operations and financial condition for the
quarter ended March 31, 2008, a copy of which is attached hereto as
Exhibit 99.1.
The
information in Item 2.02 of this Current Report on Form 8-K and
Exhibit 99.1 attached hereto are being furnished pursuant to Item 2.02
of Form 8-K and shall 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 shall it 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.
To supplement the Company’s consolidated financial statements presented in
accordance with U.S. generally accepted accounting principles (“GAAP”), the
Company uses two non-GAAP measures: (1) net income (loss) adjusted
for unrealized gain or loss from Cash Flow Swap and (2) refining
margin.
Net income (loss) adjusted for unrealized gain or loss from Cash Flow Swap is
adjusted from results based on GAAP. In managing the Company’s business and
assessing its growth and profitability from a strategic and financial planning
perspective, the Company’s management and board of directors considers the
Company’s GAAP net income results as well as net income (loss) adjusted for
unrealized gain or loss from Cash Flow Swap. The Company believes that net
income (loss) adjusted for unrealized gain or loss from Cash Flow Swap enhances
the understanding of the Company’s results of operations by highlighting income
attributable to its ongoing operating performance exclusive of charges and
income resulting from mark to market adjustments that are not necessarily
indicative of the performance of the Company’s underlying business and its
industry. Net income (loss) adjusted for unrealized gain or loss from Cash Flow
Swap is not a recognized term under GAAP and should not be substituted for net
income as a measure of the Company’s performance but instead should be utilized
as a supplemental measure of financial performance or liquidity in evaluating
the Company’s business.
Refining margin is calculated as the difference between net sales and cost of
product sold (exclusive of depreciation and amortization). Both of these
components are taken directly from the Company’s statement of operations.
Refining margin is a non-GAAP measure that the Company believes is important to
investors in evaluating the refinery’s performance as a general indicator of the
amount above cost of product sold (exclusive of depreciation and amortization)
for which the Company is able to sell refined products. The Company’s
calculation of refining margin may differ from similar calculations of other
companies in the industry, thereby limiting its usefulness as a comparative
measure.
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
|
|
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.
|
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: May
15, 2008
| |
CVR ENERGY,
INC.
|
|
| |
|
|
|
| |
By: |
/s/ James
T. Rens |
|
| |
|
James
T. Rens |
|
| |
|
Chief
Financial Officer and Treasurer |
|
| |
|
|
|
EXHIBIT
INDEX
|
|
|
|
|
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.
|