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CVR Energy, Inc. (CVI)

Q2 2008 Earnings Call· Thu, Aug 14, 2008

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Transcript

Operator

Operator

Welcome to the CVR Energy second quarter conference call. (Operator Instructions) It is now my pleasure to introduce your host, Stirling Pack, Vice President of Investor Relations for CVR Energy.

Stirling Pack, Jr.

Management

Thank you for joining us on this conference. We appreciate very much your time this afternoon and hope you’ll find this to be a very useful conference call and reporting session. Prior to the call I want to introduce the participants. We have with us this afternoon Jack Lipinski, the CEO of CVR Energy, Stan Riemann, the Chief Operating Officer of CVR Energy, and Tim Rens, the Chief Financial Officer of CVR Energy, and of course myself. Prior to discussion of our 2008 second quarter results, we are required to make the following Safe Harbor statement. In accordance with federal securities laws the statements in this earnings call relating the matters that are not historical facts are forward-looking statements based on management’s belief and assumptions using currently available information and expectations as of this date and are not guarantees of future performance and do involve certain risks and uncertainties including those filed with the Securities and Exchange Commission. This presentation also includes non-GAAP financial measures. The disclosures related to such non-GAAP measures required by Regulation G can be located on our website at www.cvrenergy.com or on Form 8-K which we filed today. Now we’ll first hear from Jack Lipinski our Chief Executive Officer.

John J. Lipinski

Management

This afternoon we’ll provide some additional context to CVR’s second quarter earnings release and respond to your questions. Before moving into the quarter results I’d like to take this opportunity to comment on our business. We have two sound business segments: Petroleum and nitrogen fertilizers. Our petroleum business is centered around our revamped Coffeyville, Kansas refinery with its associated crude gathering, storage and product distribution assets. We produce primarily high value transportation fuels in a product short region. We also own substantially all of the interest in a limited partnership which holds our adjacent nitrogen fertilizer operation. It is the newest and lowest-cost producer and market of ammonia and UAN, a urea ammonia nitrogen solution in North America. It receives its principal feedstock, petroleum coke, directly from our refinery. Our goal is to enhance the value of these assets. They are in different phases of their respective business cycles and they trade in equity markets under different valuation metrics. But our goal is to enhance each asset we have. During today’s call Tim Rens will review CVR’s financials and Stan Riemann will discuss the operating results of our fertilizer business. I’ll follow Stan with an overview of refining and conclude with additional perspective on the second half of this year and an initial look into the first half of 2009 for our consolidated company. I’d like to turn it over to Tim at this point.

James T. Rens

Management

As reported CVR Energy second quarter net income was $31 million or $0.36 per diluted share compared to $101 million or $1.16 per share pro forma for the second quarter of 2007. Losses on derivatives for the second quarter include a non-realized loss from the cash flow swap net of taxes of about $9.6 million or $0.11 per share compared to a pre-tax unrealized loss of $41.4 million or $0.48 per share pro forma for the second quarter of 2007. The quarterly results also include a realized loss on the cash flow swap of $52.4 million compared to $88.7 million in the same period of 2007. Consolidated operating income for the second quarter, which I’ll discuss in more detail by segment, was $123 million compared to $177.8 million for the comparable period in 2007. Starting with the petroleum segment, operating income was $101.9 million for the second quarter of 2008 compared to $166.3 million for the second quarter of 2007. Refining margins per barrel including the FICO impact for the quarter was $18.23 compared to $27.67 for the second quarter of 2007. Adjusted for the impact of a $74 million FICO gain, refining margins for the quarter were $10.46 per barrel compared to $26.11 per barrel for 2007 excluding a FICO gain of $13.5 million. Refining margins per barrel adjusted for the FICO impact were negatively impacted by higher crude prices and lower crack spreads in the comparable period in 2007 offset somewhat by an increase in crude oil throughput. We realized the benefit of the capital invested in our expansion program which was completed in the spring of 2007 and we’re not burdened by the impact of a turnaround as we were in the second quarter of 2007. For the current quarter crude oil throughput was 9.5 million barrels…

Stanley A. Riemann

Management

As Tim reported in the financial review, the nitrogen fertilizer business is benefiting from extremely strong demand from agricultural production. This demand is driven both by food supply demand as well as increased use of bio fuels. We benefit not only from those overall market conditions but also from our use of low-cost petroleum coke as a feedstock in lieu of natural gas which is a more typical feedstock for fertilizer production. Our petroleum coke competitive cost advantage is further amplified by the higher natural gas price for the quarter. The second quarter 2008 NYMEX natural gas prices averaged $11.47 per million BTU compared to $7.66 for the same period in 2007. This rise in natural gas price implies a minimum increase of $120 per ton of production costs in the second quarter for the North American producer in an environment in which our production costs remain substantially unchanged. Additionally, our Midwest location provides prompt direct access with freight advantage to our primary markets and minimized shipping costs. With respect to the 2008 quarterly results we reported ammonia production of 79,500 tons versus 82,800 tons for the second quarter of 2007. The second quarter of 2008 UAN production was 139,100 tons compared with 138,900 tons in 2007. This production was below expectations in the second quarter of 2008 due to catalyst change-outs and unscheduled down times in the main as well as the spare gas fires. This occurred mainly in late May and early June in the timeframe. Ammonia sales during the quarter totaled 119,100 tons in the second quarter versus 13,400 tons in the 2007 period. UAN sales were 138,600 tons compared to 126,800 tons in the second quarter of 2007. To give further indication as to current prices that we are seeing in the market and provide additional context to the strength of the business I can state that current ammonia orders are exceeding $800 per ton for prop shipment and $1,000 per ton for spring delivery, and UAN orders are exceeding $500 per ton. Independent third party industry price forecasts indicate continued strength for the next several years. As an example a major delivery market for CVR is the Mid Corn Belt. Mid Corn Belt spot forecast for the second half of 2008 and for the first half of 2009 for ammonia are in the $1,075 per ton range. Forecast for UAN during the same period are in the $540 per ton range. For the future we continue to plans for conversion of our ammonia production to UAN and for expansion of total UAN capacity from 2,000 to 3,000 tons per day. In conclusion, we see this business segment as a very solid contributor to CVR’s overall growth strategy. Jack will now provide additional perspective on CVR as a consolidated entity and discuss the refining business before we move into your questions.

John L. Lipinski

Management

As reported consolidated results for CVR Energy in the second quarter this year reflect the changing business cycles in our fertilizer and petroleum businesses. As Stan noted our nitrogen fertilizer business is benefiting from an operating environment of historically high fertilizer prices. These realized prices have provided considerable offset to weak refining margins in our petroleum business and should continue to do so based on our current fertilizer order book for the remainder of 2008 and into 2009. Conversely our petroleum business has been impacted by lower refining margins, reduced demand, and our cash flow slump. While improving somewhat from their recent lows, Midcontinent refining margins remained below historical metrics when factoring in the high cost of crude. Increased throughput at our recently expanded refinery provides offset to these factors. Historically the strongest refining margins occur in the second and third quarters based on gasoline and diesel demand. And while crude oil prices have declined sharply from their recent highs crack spreads have not improved in line with the crude price declines due to continuing gasoline demand weakness. Our Midcontinent location has historically provided higher margins than the Gulf Coast and East Coast markets. Even so the operating environment for CVR’s petroleum segment during the second quarter of 2008 was challenging. Our historical advantage remained to a large degree but globally lower margins and higher crude costs impacted our results. Relatively strong middle distillate cracks provide an offset to weak gasoline margins. About 40% of our total production is distillate which also provides us in tax credits under the 2004 America Jobs Creation Act. We continue to maximize distillate production which comprises 40.3% of our production versus 38.7% of our production in the first quarter of 2008. Gasoline production makes up about 44% of our production which is down slightly…

Stirling Pack, Jr.

Operator

We are ready to take questions.

Operator

Operator

(Operator Instructions) Our first question comes from Jeff Dietert - Simmons & Company International. Jeff Dietert - Simmons & Company International: Within the constraints of your current filings could you provide some clarity associated with your financing strategy and plans for future corporate structure?

James T. Rens

Management

If you’re talking about the current filing we have which is a convert, the company still is focused on adding some liquidity in the current period of very volatile crude prices and as on the good side we continue to put additional barrels through the refinery. We think it’s important that we add some additional liquidity out to what we see as kind of foreseeable high side crude prices. I guess on the other side of the debt equation when you talk about capital, I guess you look at the equity side of the balance sheet. And I think recently you’ve seen the announcement that a secondary had been pulled and beyond that there are really no current plans to do anything additional on the equity side. I think in the short run as we look forward at capital moves we think it’s important to add some additional liquidity and currently plan to do that in the form of a convert offering. Jeff Dietert - Simmons & Company International: And your intention would be to do that sooner rather than later?

James T. Rens

Management

It would be, yes. Jeff Dietert - Simmons & Company International: On the fertilizer business, I appreciate the pricing information that you provided. In the third quarter and the fourth quarter, you’re substantially into pricing a lot of your products. Could you give us a feel for what product is priced already and how exposed you are to some of the spot pricing that you mentioned in your entry comments?

John J. Lipinski

Management

I’ll kind of throw out some numbers. Our book on UAN is approximately $320 to $325 a ton going forward and Stan what is the book on ammonia for the second half of this year?

Stanley A. Riemann

Management

It would be $750 range and the size of the book on UAN will be over $340,000 right now.

John J. Lipinski

Management

We are essentially sold out. There are some spot barrels that we always hold to move into markets but we are essentially sold out through 2008 and have a reasonably sizable order book for the first quarter of 2009. As we mentioned starting in July we started taking ammonia orders for Q109 above $1,000 on ammonia and above $500 on UAN. Jeff Dietert - Simmons & Company International: On the new CCR you mentioned in the first quarter call that there were some start-up issues but that it was running smoothly by the time of the call. How’s the performance of that unit been through the second quarter and to date?

John J. Lipinski

Management

Just shortly after our first quarter call we had another problem with our regeneration section. This is a licensed unit. The licensor brought a whole team of folks in. It took us several days to work through. Ever since then the unit has been running essentially at capacity and as expected. For the most part since that bobble, and again it relates not to anything extraordinary other than just shaking out the unit, it’s been running near capacity and the refinery has been purchasing little if any hydrogen. And hopefully in the next quarter we may actually see a situation where we may be slightly net positive hydrogen on the refinery side and may have an opportunity to shift a million or two million cubic foot a day over to the fertilizer side. Jeff Dietert - Simmons & Company International: Tim, on the $242 million of liabilities associated with the cash flow swap, did that include both short term and long term liabilities?

James T. Rens

Management

Yes, it did. It did not include the realized portion which would have been about $52 million on our June 30 balance sheet. So it included the unrealized mark and that unrealized is split some in long term and some in short term.

Operator

Operator

Our next question comes from Vance Shaw - Credit Suisse Group.

Vance Shaw - Credit Suisse Group

Analyst

What’s your draw on your revolver as of the end of the quarter?

James T. Rens

Management

At the end of the quarter it was a little over $20 million. Let me flip back and I can get you that exact number. It was slightly over $20 million and then as of a couple days ago and as of today it is nothing.

Vance Shaw - Credit Suisse Group

Analyst

And your availability? You have an LC facility though in addition?

James T. Rens

Management

Yes. Availability’s basically $112 million; it’s $150 million facility with some LCs applied against it and brings the available draw down to about $112 million.

Vance Shaw - Credit Suisse Group

Analyst

Was there any capitalized interest during the quarter?

James T. Rens

Management

There was capitalized interest during the quarter. To be honest I don’t know what that number was off the top of my head but -

Vance Shaw - Credit Suisse Group

Analyst

It was like a million bucks last quarter I think.

James T. Rens

Management

Yes, it would probably be down a little bit because the CCR was closed out and we really don’t have any significant projects that we’re continuing to capitalize against.

Vance Shaw - Credit Suisse Group

Analyst

So if anything it’s infinitesimal.

James T. Rens

Management

Yes.

Vance Shaw - Credit Suisse Group

Analyst

The FIFO accounting gain of $74 million, that’s basically computed by comparing what the situation would have been under LIFO versus FIFO?

James T. Rens

Management

No, it’s not. What it really does is it takes our opening inventory volumes and multiplied those volumes times the change in inventory gap maturing value from the beginning of the period to the ending period. So what it’s really meant to do is identify and come back to a metric that we think is more comparable to and what management uses it for is to develop a metric that is more comparable to our refinery crack spread.

Vance Shaw - Credit Suisse Group

Analyst

So you’re just saying that portion of our apparent gross margin is really due to the change in prices of inventory between the beginning of the period versus the end of the period.

James T. Rens

Management

That’s correct.

John J. Lipinski

Management

To give you a little more clarity also on our cash position, as of this morning we have a little over $75 million cash on hand.

Vance Shaw - Credit Suisse Group

Analyst

It’s really good to hear that. Another question. What percentage of the stock does Goldman Sachs own at this point? Do you guys know?

John J. Lipinski

Management

There are approximately 63 million shares outstanding and theirs is a little over 63 and those are equally owned by PIA Group of Goldman Sachs and Kelso & Company. So it’s 30 some odd percent but those are the numbers. It’s basically 63 million split between those two entities so it’s our controlling shareholders.

James T. Rens

Management

Now on that, there is some management interest in that as well and there’s a beneficial ownership table that’s part of some of the filings that’s probably the best reference for the exact beneficial ownership of Goldman.

Vance Shaw - Credit Suisse Group

Analyst

How much money did you guys owe to Jay Aaron now at this point? I know you said there was $87.5 million that you’re going to roll forward but how much is the total?

James T. Rens

Management

I’m going to break it into three pieces. There’s the deferral which is a little over $123.5 million plus interest on that that’s due August 31 of which we’ve deferred $87.5 million. In addition to that, as of the end of June we owed them $52 million for the second quarter realized loss. We paid that money on July 5 so that’s no longer outstanding. And as of the same day we had the $242 million that was unrealized in (4) 00:44.6]. Now that is a variable obligation that continues to move around as forward crack spreads move.

Vance Shaw - Credit Suisse Group

Analyst

So you won’t know what it is really till the end of the quarter?

James T. Rens

Management

Till each quarter it settles.

Operator

Operator

Our next question comes from [Veejay Presott - Lions Capital Management]. [Veejay Presott - Lions Capital Management]: Just a follow up on the question that was asked before on the FIFO adjustment. The more appropriate refining margin to look at is the one without the FIFO?

James T. Rens

Management

Honestly the most prominent number that we can show you is the refining margin that’s part of our financial statements but we can tell you that management thinks it’s important to look at numbers adjusted for the FIFO and that that most closely approximates what earnings we’re deriving from existing market conditions. [Veejay Presott - Lions Capital Management]: On the cash flow swap, if the convertible didn’t go through before say end of the year, can you give me a sense for sufficient liquidity to pay the swap?

James T. Rens

Management

Yes, and in our disclosure you’ll see that the company does feel like it has adequate liquidity through both cash on hand, the ability to manage its working capital position, and certain guarantees that have been offered by third parties.

John J. Lipinski

Management

We cannot predict where crude is going to move. Just as it moved up rapidly, it recently moved down. We had intended for this convertible to cover any liquidity needs this company may have even at extraordinary crude prices and it’s better to have the liquidity before you actually need it than to go asking for it when you’re up against perhaps $200 crude prices. [Veejay Presott - Lions Capital Management]: Your cash on hand was $20.6 million at the end of June 30 and you just mentioned that as of now cash is about $25 million so the increase is just from working down the working capital?

James T. Rens

Management

I think one of the things you have to understand about our business is the cash account can move around substantially kind of inter-period. When you look at the way our business is set up, we only pay the cash flow swap quarterly and there are certain gathered crudes that you only pay for on the 20th of every month. So there are periods where you will see significant cash generation kind of prior to making monthly crude payments or quarterly swap payments. [Veejay Presott - Lions Capital Management]: How much does on average your payable tend to be around the 20 of every month?

James T. Rens

Management

It can vary. Last month I think it was approximately $75 million and that was relative to the crude price at that time. It would be slightly more this month and clearly as crude is coming off it would be less next month.

Operator

Operator

Our next question comes from Peter Park - Park West Asset Management.

Peter Park - Park West Asset Management

Analyst

Could you help bridge cash from the $20 million at June 30 to the $75 million you have now? And can you do the same thing for debt again please?

James T. Rens

Management

The cash number is a number that in our business you look daily. When crude was at $145 your daily expenditure for crude oil was in excess of $13 million a day. So I don’t know that there is an exact bridge that’s probably any better than the cash flow statement that will come out when we present the financial statements. As you look through the months to the monthly cycle we will generate significant cash up through the 20th and then we will pay for the prior month’s crude oil and then we will start to build cash again and that cycle will repeat itself monthly. Quarterly you will collect from the market the physical crack spread and then at the end of every quarter you will pay your counter-party for the realized hedge loss. So I don’t have an exact bridge from a single day to another day other than to point out one event would be that you’re looking at cash today at a better time in the month than looking at a month-end balance.

Peter Park - Park West Asset Management

Analyst

But that cash includes the $52 million that you paid to Jay Aaron.

James T. Rens

Management

Yes, we paid that around July 7.

Peter Park - Park West Asset Management

Analyst

The amount of debt outstanding went down as well from the end of the second quarter.

James T. Rens

Management

It’s really just that we were out of the revolver, so it’s really more again just part of that monthly cash cycle.

Peter Park - Park West Asset Management

Analyst

The second question has to do with Midcontinent demand for diesel. Obviously the basis is coming our way again. Can you give us a sense of the impact of the floods and what you’re seeing in terms of general demand to put more color around that positive basis now?

John J. Lipinski

Management

Early on the upper Midwest was impacted by the rains which even if they weren’t flooded it impacted to a certain degree how much work went on in the fields. We are still a generally product short market both for gasoline and for diesel. We have seen a return to normalcy of late. That’s our nominal $4.00 that we’re seeing currently above NYMEX 211. We see some stability in diesel demand now. Nationwide both gasoline and diesel are somewhat under pressure but in our group it seems that since we are product short and we know currently that there are some refinery problems in the Chicago area, that’s drawing product away from our area. Generally Gulf Coast refiners believe their move up to us or through Tulsa or move in through the Chicago area, right now those flows are going to the Chicago area. It’s hard to say exact numbers. We don’t try to track it. We pretty much track inventories in the Magellan system which we are a shipper on and they’re reasonably stable, not over supplied in our view right now.

Peter Park - Park West Asset Management

Analyst

So from a farm use standpoint you’re seeing good normal demand.

John J. Lipinski

Management

Right. And as you go into the harvest season you will see that again. Generally diesel runs for us primarily early when plantings are going on and late when harvesting is going on.

Stanley A. Riemann

Management

The flood activity although it impacted a lot of area it really didn’t impact our specific geography and we anticipate a good demand for harvest, the crop acres there; we expect a good demand for fall application. So I think Jack hit the nail on the head that our distillate demand for our area is pretty much normal and will be robust for the next 90 days as ag activity picks up for the harvest.

Peter Park - Park West Asset Management

Analyst

In terms of the UAN and ammonia sales volumes, I thought I heard you say a number for tons for the rest of the year and that you were sold out. Could you say that number again? I must have heard it wrong.

John J. Lipinski

Management

Stan go ahead if you want to say the number that we have remaining in our book, and we just have to be careful that we’re not talking our total book; we’re talking the ‘08 book versus the ‘09 book.

Stanley A. Riemann

Management

Fundamentally if you look at our production of roughly 2,000 tons a day or 55,000 to 60,000 a month, we’re sold for at least the next five months. We’re sold into February of next year.

Operator

Operator

Our next question comes from [Brinet Swirloff] - Sigma Capital Group. [Brinet Swirloff] – Sigma Capital Group: One of the questions I wanted to ask you is regarding, you mentioned some production downtime. How much did you hurt you guys in the second quarter? Would you guys quantify that if that’s possible?

John J. Lipinski

Management

You have round numbers, lost opportunity was somewhere between $5 million and $10 million for the quarter, on the refining side. And on the fertilizer side we did take our unit down to change out what’s called a shift catalyst. That took about three days of production, three, three and a half days of production out and our third party supplier of oxygen and nitrogen was impacted by a couple of lightning strike power failures. So I would guess for the quarter we lost something on the order of 5% of our production might be a good number on the fertilizer side and on a dollar metric, somewhere between $5 million and $10 million on the refining side as lost opportunity. [Brinet Swirloff] – Sigma Capital Group: And those are all running fine now so those are not expected to repeat?

John J. Lipinski

Management

No, now that they’re running fine now, our second quarter operating rate was just under 105,000 barrels a day. We’re running above that rate right now. We’re running just shy; just a little over, call it 114,000 of crude. Total inputs are running in the range of 128,000 barrels a day. For the quarter we would expect those numbers to be something like 110,000 to 112,000 on crude and perhaps 120,000 to 125,000 on total inputs. One of the things that we are doing is this new CCR which is now shook out and is running as we would have expected it to probably a few months earlier. It’s not only producing additional hydrogen; it is producing significant amounts of additional octane and we’re using that excess octane to buy gasoline blend stocks called natural gasoline which are highly discounted, low quality, low octane stocks and upgrade them to gasoline. Our numbers right now are running, we’ll estimate somewhere between 5,000 and 7,000 barrels a day of that and we’re buying that material at $0.40 to $0.50 a gallon below gasoline. So our expanded refinery, we’re nicely surprised. Our delayed coker, the original design basis was approximately 21,000 to 21,500 barrels a day. On a stream day basis, we are running very close to 24,000 barrels a day. That allows us then to do, one of the things we were buying is for the quarter, we were buying vacuum tower bottoms which helps fill out the coker directly and for the quarter, we purchased that feedstock approximately $50.00 a barrel under WTI. As we look forward operationally we think we’re right in the zone. We believe that our units are operating fine. As always you have blips and things that bring you down. Sometimes, it’s out of our control: third party electric, there’s lightning on the grid but we’re, both plants are operating near capacity. [Brinet Swirloff] – Sigma Capital Group: And just going through the expansion plan, the decision to produce more ammonia from the increased, I’m sorry, UAN from the increased ammonia. With ammonia prices over $1,000 in the corn belt, what’s the trade off because I’d imagine the margins are extremely good in ammonia, even when considering where UAN prices are.

John J. Lipinski

Management

If you were to take a look and say, “Let’s just use ammonia.” If you have $1,000 ammonia, the amount of ammonia that would go into a ton of UAN is approximately $420. If you say that you’re getting over $500 and if you believe in Blue Johnson or others who forecast filler prices and maybe that’s $525, maybe that’s $540, you’re approaching $100 premium per ton even after the high ammonia price. And that’s why we’re moving and the other thing is over the long haul there may, it’s going to get more expensive to ship anhydrous ammonia by rail. It’s just a gaseous product, it’s liquefied but it’s a little more difficult to ship. It’s going to get more expensive and the ultimate application, if these are apply UAN than it is ammonia. And we don’t expect by, we expect a shipping away from ammonia into products like UAN in the future.

James T. Rens

Management

And an easy way to look at it, and you’re right, the margins are very good on ammonia but the premium over getting on a nitrogen basis is probably anywhere from $0.14 to $0.18 a pound on the nitrogen. So even though ammonia’s good, UAN is that much better. [Brinet Swirloff] – Sigma Capital Group: On the forward order book for 09, when you look at that order that, how firm is it? Are players able to back away from things or when you say you’ve contracted it, sold out for ‘08 and then in going to 09, how firm are those orders is my real question?

John J. Lipinski

Management

They’re firm.

James T. Rens

Management

They’re firm.

John J. Lipinski

Management

They’re taking orders. Some of them are even prepay where a portion of the price is paid to us up front. [Brinet Swirloff] – Sigma Capital Group: Finally, you guys have always talked about unlocking the value. Obviously, I guess the market seems to think that there’s potentially an issue with the company, I don’t know, but obviously you’re not getting what you have felt full value for the fertilizer assets as well as the refining assets are, knowing that there’s a challenge time in refining. What kind of steps can you take to realize the value, because obviously the [FOP] route was undervaluing the asset and here we are, about 30% to 40% below those prices prior to the announcements. I’m just wondering what kind of proactive steps you might be able to take.

John J. Lipinski

Management

We’re looking at numerous public market alternatives. There’s nothing that we won’t look at. Right now, what complicates everything and looking at just overall CVR Energy shareholders is refining is under pressure. When that stabilizes and we take a look at where fertilizers are going, you could do the math. You could take our production, just take our second quarter production and apply what we have given you for order taking and if they hold, the fertilizer business is going to carry this company more so than refining will carry this company. We just have to make sure as we move forward that we do the right thing so that we have adequate liquidity and be able to handle the capital needs of the refining company as we go forward. And again, we are looking at numerous alternatives. It’s one of the complicating factors, actually, is that the fertilizer market is moving so rapidly. We believe it has legs under it. We’d like to see it stay there before we stick a pin in the paper and say this is where we want to move from and to. [Brinet Swirloff] – Sigma Capital Group: Just looking, there was obviously a transaction. [Inaudible] bought an asset, [inaudible], for replacement value cost well above the implied market cap on higher costed assets so I’m just wondering if I look at the way you’re being valued, is that something that’s comparable on a transaction basis regardless of whether the market is valuing it correctly or not.

John J. Lipinski

Management

No. We believe, again look at them I did not spend a lot of time so I will caution everybody to take my comments and the fact that I didn’t spend a lot of time looking over our shoulder at some other transaction. Quite honestly we believe that we’re in a better position than that facility was when it was sold. [Brinet Swirloff] – Sigma Capital Group: Then the last question I had is on the road show for the convert, I mean is there any sort of a firm timeline? I know that the financials I guess are stale now on the S1 so you’d have to refile those. I guess firming up a road show and timing for the convertible represents somewhat of an overhang on the stock right now?

John J. Lipinski

Management

We are hoping to get that done in September, if we can do it. Again, that’s our current plan. We realize that there’s not a lot of float in our stock and the convertible if you were to take a look at the reasoning on it, on doing the convertible, it is that we have a very favorable $800 million credit facility right now. We did not want to re-open that and the fact that we can settle out this convertible with cash rather than stock, we believe it has minimal dilution even though the market seems to be factoring that in. [Brinet Swirloff] – Sigma Capital Group: So you view this as sort of a bridge debt then?

John J. Lipinski

Management

That’s the best option we have rather than refinancing an $800 million term loan and credit facility that we have that’s favorable. [Brinet Swirloff] – Sigma Capital Group: And your expectation is that that excess stock will most likely never become stock.

John J. Lipinski

Management

Our view is that given the opportunity and the right conditions and the company’s strengths, we will pay that off in cash.

Operator

Operator

We have a follow up question from [Veejay Presott - Lion Capital Management]. [Veejay Presott - Lion Capital Management]: Actually you answered my questions. Just an additional follow up. The $75 million of cash that you mentioned, that is after the $52 million payment on the realized settlement on the swap?

James T. Rens

Management

Yes. Again that happened to be our cash balance as of the close of business yesterday and the $52 million was paid back the first week of July.

Operator

Operator

I would like to turn the call back over to management for closing comments.

Stirling Pack, Jr.

Operator

Thank you everyone for your attention during this call. It was a lot of information. We will make ourselves available to have any follow up questions answered over the next several days and move forward. Jack I don’t have anything else to add. Is there anything you’d like to add here at the very end?

John J. Lipinski

Management

No. I’d just like to thank everyone for taking the time to listen. We have a rather unique story. We’re trading like a refining company but we’re an emerging fertilizer company as well. We have two sound businesses. We believe when our cash flow swap rolls off and you see the size of the mark on that we’re well positioned. We have a really well expanded refinery. Its complexity is significantly up from even where we expected it to be. Its capacity is up. The fertilizer plant has some wind in its sails. And we’re looking forward to the next several months.

Stirling Pack, Jr.

Operator

Thank you everyone for your attention today. And with that we will speak with you soon.