株探米国株
日本語 英語
エドガーで原本を確認する
0001425292false00014252922024-07-292024-07-29


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): July 29, 2024

CVR PARTNERS, LP
(Exact name of registrant as specified in its charter)
Delaware 001-35120 56-2677689
(State or other jurisdiction of incorporation) (Commission File Number) (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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of each exchange on which registered
Common units representing limited partner interests UAN New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02. Results of Operations and Financial Condition.

On July 29, 2024, CVR Partners, LP (the “Partnership”) issued a press release announcing information regarding its results of operations and financial condition for the three months ended June 30, 2024, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K (“Current Report”) and Exhibit 99.1 attached hereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 Exchange Act, unless specifically identified therein as being incorporated by reference. The furnishing of information in this Current Report (including Exhibit 99.1) is not intended to, and does not, constitute a determination or admission by the Partnership that the information in this Current Report is material or complete, or that investors should consider this information before making an investment decision with respect to any securities of the Partnership or its affiliates.

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 exhibits are being “furnished” as part of this Current Report on Form 8-K:
Exhibit
Number

Exhibit Description
99.1
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).





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: July 29, 2024
CVR Partners, LP
By: CVR GP, LLC, its general partner
By: /s/ Dane J. Neumann
Dane J. Neumann
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary


EX-99.1 2 exhibit991-uanq22024earnin.htm EX-99.1 Document

Exhibit 99.1
uanlogoa21a.gif

CVR Partners Reports Second Quarter 2024 Results

•Second quarter net income of $26 million, or $2.48 per common unit; EBITDA of $54 million
•Announced cash distribution of $1.90 per common unit

SUGAR LAND, Texas (July 29, 2024) – CVR Partners, LP (NYSE: UAN, “CVR Partners” or the “Partnership”), a manufacturer of ammonia and urea ammonium nitrate (“UAN”) solution fertilizer products, today announced net income of $26 million, or $2.48 per common unit, and EBITDA of $54 million on net sales of $133 million for the second quarter of 2024, compared to net income of $60 million, or $5.66 per common unit, and EBITDA of $87 million on net sales of $183 million for the second quarter of 2023.

“CVR Partners reported solid operating results for the second quarter of 2024 driven by safe, reliable operations and a combined ammonia production rate of 102 percent,” said Mark Pytosh, Chief Executive Officer. “The spring planting season experienced some weather interruptions, however, planted acreage was higher than expected and demand for nitrogen fertilizer was strong.

“As we enter the new planting season, we have seen continued strong demand for nitrogen fertilizer for the remainder of 2024 at prices higher than 2023,” Pytosh said. “Our focus for the remainder of the year will continue to be on safe, reliable operations and maximizing our free cash flow generation.

“CVR Partners is pleased to declare a second quarter 2024 cash distribution of $1.90 per common unit,” he concluded.

Consolidated Operations

Production at CVR Partners’ fertilizer facilities remained consistent compared to the second quarter of 2023, producing a combined 221,000 tons of ammonia during the second quarter of 2024, of which 69,000 net tons were available for sale while the rest was upgraded to other fertilizer products, including 337,000 tons of urea ammonia nitrate (“UAN”). During the second quarter of 2023, the fertilizer facilities produced a combined 219,000 tons of ammonia, of which 70,000 net tons were available for sale while the remainder was upgraded to other fertilizer products, including 339,000 tons of UAN.

For the second quarter 2024, average realized gate prices for UAN showed a reduction compared to the prior year, down 15 percent to $268 per ton, and ammonia was down 26 percent over the prior year to $520 per ton. Average realized gate prices for UAN and ammonia were $316 and $707 per ton, respectively, for the second quarter of 2023.

Distributions

CVR Partners also announced that on July 29, 2024, the Board of Directors of the Partnership’s general partner (the “Board”) declared a second quarter 2024 cash distribution of $1.90 per common unit, which will be paid on August 19, 2024, to common unitholders of record as of August 12, 2024.

CVR Partners is a variable distribution master limited partnership. As a result, its distributions, if any, will vary from quarter to quarter due to several factors, including, but not limited to, its operating performance, fluctuations in the prices received for its finished products, maintenance capital expenditures, use of cash and cash reserves deemed necessary or appropriate by the Board.

1


Second Quarter 2024 Earnings Conference Call

CVR Partners previously announced that it will host its second quarter 2024 Earnings Conference Call on Tuesday, July 30, at 11 a.m. Eastern. This Earnings Conference Call may also include discussion of the Partnership’s developments, forward-looking information and other material information about business and financial matters.

The second quarter 2024 Earnings Conference Call will be webcast live and can be accessed on the Investor Relations section of CVR Partners’ website at www.CVRPartners.com. For investors or analysts who want to participate during the call, the dial-in number is (877) 407-8029. The webcast will be archived and available for 14 days at https://edge.media-server.com/mmc/p/4xqsyb4k. A repeat of the call also can be accessed for 14 days by dialing (877) 660-6853, conference ID 13747770.

Qualified Notice
This release serves as a qualified notice to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b). Please note that 100 percent of CVR Partners’ distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, CVR Partners’ distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate.

Forward-Looking Statements
This news release contains forward-looking statements. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding future: continued safe and reliable operations; net income and net sales, including factors driving same; EBITDA and Adjusted EBITDA; drivers of our results; utilization and production rates; nitrogen fertilizer pricing and demand; sales volumes; farmer economics; ability to and levels to which we upgrade ammonia to other fertilizer products, including UAN; use of proceeds under our credit facility; distributions associated with our 45Q transaction, including the timing and amount thereof; carbon capture and decarbonization initiatives; planted grain acres; free cash flow generation; distributions, including the timing, payment and amount (if any) thereof; global fertilizer industry conditions; grain prices; crop inventory levels; purchases under our unit repurchase program (if any), including the timing, pricing and amount or termination thereof; direct operating expenses; capital expenditures; depreciation and amortization; turnaround expense and timing; cash reserves; inventories and adjustments thereto; impacts of any pandemic, including the duration thereof; labor supply shortages, difficulties, disputes or strikes, including the impact thereof; and other matters. You can generally identify forward-looking statements by our use of forward-looking terminology such as “outlook,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements, including (among others) the health and economic effects of any pandemic, impacts of the planting season on our business, CVR Energy, Inc.’s and its controlling stockholder’s intention regarding potential strategic transactions involving the Partnership, general economic and business conditions, political disturbances, geopolitical instability and tensions, impacts of plant outages and weather conditions and events, and other risks. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange Commission (“SEC”) filings. These and other risks may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as of the date hereof. CVR Partners disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

About CVR Partners, LP
Headquartered in Sugar Land, Texas, CVR Partners is a Delaware limited partnership focused on the production, marketing and distribution of nitrogen fertilizer products. It primarily produces urea ammonium nitrate (UAN) and ammonia, which are predominantly used by farmers to improve the yield and quality of their crops. CVR Partners’ Coffeyville, Kansas, nitrogen fertilizer manufacturing facility includes a 1,300 ton-per-day ammonia unit, a 3,100 ton-per-day UAN unit and a dual-train gasifier complex having a capacity of 89 million standard cubic feet per day of hydrogen. CVR Partners’ East Dubuque, Illinois, nitrogen fertilizer manufacturing facility includes a 1,075 ton-per-day ammonia unit and a 950 ton-per-day UAN unit.

Investors and others should note that CVR Partners may announce material information using SEC filings, press releases, public conference calls, webcasts and the Investor Relations page of its website. CVR Partners may use these channels to distribute material information about the Partnership and to communicate important information about the Partnership, corporate initiatives and other matters.
2


Information that CVR Partners posts on its website could be deemed material; therefore, CVR Partners encourages investors, the media, its customers, business partners and others interested in the Partnership to review the information posted on its website.

For further information, please contact:

Investor Relations
Richard Roberts
CVR Partners, LP
(281) 207-3205
InvestorRelations@CVRPartners.com

Media Relations
Brandee Stephens
CVR Partners, LP
(281) 207-3516
MediaRelations@CVRPartners.com
3


Non-GAAP Measures

Our management uses certain non-GAAP performance measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”). These non-GAAP financial measures are important factors in assessing our operating results and profitability and include the performance and liquidity measures defined below.

The following are non-GAAP measures we present for the periods ended June 30, 2024 and 2023:

EBITDA - Net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense.

Adjusted EBITDA - EBITDA adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our underlying operational results of the period or that may obscure results and trends we deem useful.

Available Cash for Distribution - EBITDA for the quarter excluding non-cash income or expense items (if any), for which adjustment is deemed necessary or appropriate by the Board in its sole discretion, less (i) reserves for maintenance capital expenditures, debt service and other contractual obligations, and (ii) reserves for future operating or capital needs (if any), in each case, that the Board deems necessary or appropriate in its sole discretion. Available Cash for Distribution may be increased by the release of previously established cash reserves, if any, and other excess cash, at the discretion of the Board.

We present these measures because we believe they may help investors, analysts, lenders, and ratings agencies analyze our results of operations and liquidity in conjunction with our GAAP results, including, but not limited to, our operating performance as compared to other publicly traded companies in the fertilizer industry, without regard to historical cost basis or financing methods, and our ability to incur and service debt and fund capital expenditures. Non-GAAP measures have important limitations as analytical tools because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable GAAP financial measures. Refer to the “Non-GAAP Reconciliations” included herein for reconciliation of these amounts. Due to rounding, numbers presented within this section may not add or equal to numbers or totals presented elsewhere within this document.

4


CVR Partners, LP
(all information in this release is unaudited)

Consolidated Statement of Operations Data
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 (in thousands, except per unit data)
2024   2023   2024   2023
Net sales (1)
$ 132,901  $ 183,005  $ 260,565  $ 409,266 
Operating costs and expenses:
Cost of materials and other 26,114  33,410  51,441  69,989 
Direct operating expenses (exclusive of depreciation and amortization) 46,870  55,759  102,539  113,303 
Depreciation and amortization 20,040  19,755  39,331  34,965 
Cost of sales 93,024  108,924  193,311  218,257 
Selling, general and administrative expenses 6,308  7,291  13,618  14,675 
Loss on asset disposal 64  13  256 
Operating income 33,564  66,726  53,623  176,078 
Other (expense) income:
Interest expense, net (7,510) (6,919) (15,175) (14,093)
Other income (expense), net 165  52  325  (212)
Income before income tax expense 26,219  59,859  38,773  161,773 
Income tax expense (benefit) —  (25) 46 
Net income $ 26,219  $ 59,857  $ 38,798  $ 161,727 
 
Basic and diluted earnings per common unit $ 2.48  $ 5.66  $ 3.67  $ 15.30 
Distributions declared per common unit 1.92  10.43  3.60  20.93 
 
EBITDA*
$ 53,769  $ 86,533  $ 93,279  $ 210,831 
Available Cash for Distribution* 20,113  43,778  40,425  154,071 
     
Weighted-average common units outstanding:
Basic and Diluted 10,570  10,570  10,570  10,570 
*See “Non-GAAP Reconciliations” section below for a reconciliation of these amounts.
(1)    Below are the components of net sales:
  Three Months Ended
June 30,
  Six Months Ended
June 30,
(in thousands) 2024   2023   2024   2023
Components of net sales:    
Fertilizer sales
$ 119,400  $ 167,006  $ 237,215  $ 377,018 
Freight in revenue
9,275  10,910  15,483  21,846 
Other
4,226  5,089  7,867  10,402 
Total net sales $ 132,901  $ 183,005  $ 260,565  $ 409,266 

5


Selected Balance Sheet Data
 (in thousands)
June 30, 2024   December 31, 2023
Cash and cash equivalents $ 47,524  $ 45,279 
Working capital 124,134  90,396 
Total assets 959,447  975,332 
Total debt 547,574  547,308 
Total liabilities 655,819  672,452 
Total partners’ capital 303,628  302,880 

Selected Cash Flow Data
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 (in thousands)
2024   2023   2024   2023
Net cash flow provided by (used in):    
Operating activities $ 8,608  $ 60,844  $ 51,025  $ 191,287 
Investing activities (5,413) (3,268) (10,730) 12,294 
Financing activities (20,293) (110,240) (38,050) (221,221)
Net (decrease) increase in cash and cash equivalents $ (17,098) $ (52,664) $ 2,245  $ (17,640)

Capital Expenditures
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 (in thousands)
2024   2023   2024   2023
Maintenance $ 4,831  $ 5,691  $ 9,103  $ 9,191 
Growth 64  598  403  623 
Total capital expenditures $ 4,895  $ 6,289  $ 9,506  $ 9,814 

Key Operating Data
Ammonia Utilization (1)
Three Months Ended
June 30,
Six Months Ended
June 30,
(percent of capacity utilization) 2024 2023 2024 2023
Consolidated 102  % 100  % 96  % 103  %
(1)Reflects our ammonia utilization rates on a consolidated basis and at each of our facilities. Utilization is an important measure used by management to assess operational output at each of the Partnership’s facilities. Utilization is calculated as actual tons produced divided by capacity. We present our utilization for the three and six months ended June 30, 2024 and 2023 and take into account the impact of our current turnaround cycles on any specific period. Additionally, we present utilization solely on ammonia production rather than each nitrogen product as it provides a comparative baseline against industry peers and eliminates the disparity of plant configurations for upgrade of ammonia into other nitrogen products. With our efforts being primarily focused on ammonia upgrade capabilities, this measure provides a meaningful view of how well we operate.

6


Sales and Production Data
  Three Months Ended
June 30,
  Six Months Ended
June 30,
  2024   2023   2024   2023
Consolidated sales volumes (thousand tons):      
Ammonia
43  79  113  121 
UAN
330  329  614  688 
Consolidated product pricing at gate (dollars per ton): (1)
     
Ammonia
$ 520  $ 707  $ 525  $ 770 
UAN
268  316  268  390 
Consolidated production volume (thousand tons):      
Ammonia (gross produced) (2)
221  219  414  442 
Ammonia (net available for sale) (2)
69  70  130  132 
UAN
337  339  643  705 
 
Feedstock:
Petroleum coke used in production (thousands of tons)
133  124  261  255 
Petroleum coke used in production (dollars per ton)
$ 62.96  $ 73.91  $ 69.21  $ 75.62 
Natural gas used in production (thousands of MMBtus) (3)
2,213  2,194  4,361  4,296 
Natural gas used in production (dollars per MMBtu) (3)
$ 1.93  $ 2.35  $ 2.51  $ 4.02 
Natural gas in cost of materials and other (thousands of MMBtus) (3)
1,855  2,403  3,620  3,718 
Natural gas in cost of materials and other (dollars per MMBtu) (3)
$ 1.85  $ 4.11  $ 2.65  $ 5.41 
(1)Product pricing at gate represents sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure that is comparable across the fertilizer industry.
(2)Gross tons produced for ammonia represent total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represent ammonia available for sale that was not upgraded into other fertilizer products.
(3)The feedstock natural gas shown above does not include natural gas used for fuel. The cost of fuel natural gas is included in direct operating expense.

Key Market Indicators
  Three Months Ended
June 30,
  Six Months Ended
June 30,
  2024   2023   2024   2023
Ammonia — Southern plains (dollars per ton)
$ 500  $ 435  $ 520  $ 586 
Ammonia — Corn belt (dollars per ton)
547  472  560  682 
UAN — Corn belt (dollars per ton)
275  298  276  335 
Natural gas NYMEX (dollars per MMBtu)
$ 2.32  $ 2.33  $ 2.21  $ 2.54 

7


Q3 2024 Outlook

The table below summarizes our outlook for certain operational statistics and financial information for the third quarter of 2024. See “Forward-Looking Statements” above.
Q3 2024
Low High
Ammonia utilization rates
Consolidated 95  % 100  %
Coffeyville Facility 95  % 100  %
East Dubuque Facility 95  % 100  %
Direct operating expenses (in millions) (1)
$ 53 $ 58
Capital expenditures (in millions) (2)
$ 10 $ 15
(1)Direct operating expenses are shown exclusive of depreciation and amortization, turnaround expenses, and impacts of inventory adjustments.
(2)Capital expenditures are disclosed on an accrual basis.

Non-GAAP Reconciliations:

Reconciliation of Net Income to EBITDA, Adjusted EBITDA, and Available Cash for Distribution
  Three Months Ended
June 30,
  Six Months Ended
June 30,
(in thousands) 2024   2023   2024   2023
Net income $ 26,219  $ 59,857  $ 38,798  $ 161,727 
Interest expense, net 7,510  6,919  15,175  14,093 
Income tax expense (benefit) —    (25) 46 
Depreciation and amortization 20,040  19,755  39,331  34,965 
EBITDA and Adjusted EBITDA 53,769  86,533  93,279  210,831 
Current reserve for operating activities (1)
(8,485) (29,141) (16,970) (38,282)
Current reserve for investing activities (2)
(25,171) (13,614) (35,884) (18,478)
Available Cash for Distribution (3) (4)
$ 20,113  $ 43,778  $ 40,425  $ 154,071 
Common units outstanding 10,570  10,570  10,570  10,570 
(1)Includes reserves for debt service (interest expense) and other future operating needs.
(2)Includes reserves for future capital expenditures, including turnarounds, and other future investing activities, as well as cash impacts from equity method investments.
(3)Amount represents the cumulative available cash based on quarter-to-date and year-to-date results. However, Available Cash for Distribution is calculated quarterly, with distributions (if any) being paid in the quarter following declaration.
(4)The Partnership declared and paid a $1.68 and $1.92 cash distribution related to the fourth quarter of 2023 and the first quarter of 2024, respectively, and declared a cash distribution of $1.90 per common unit related to the second quarter of 2024 to be paid in August 2024.
8