UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One) | ||||||||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the quarterly period ended | ||||||||
| OR | ||||||||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from to . | ||||||||
Commission file number: 001-35120
(Exact name of registrant as specified in its charter)
 | ||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
(Address of principal executive offices) (Zip Code)
(281 ) 207-3200
(Registrant’s telephone number, including area code)
_____________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☑ | Non-accelerated filer | ☐ | |||||||||||||
| Smaller reporting company | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
There were 10,569,637 common units representing limited partner interests of CVR Partners, LP (“common units”) outstanding at April 25, 2025.
TABLE OF CONTENTS
CVR PARTNERS, LP - Quarterly Report on Form 10-Q
March 31, 2025
PART I. Financial Information | PART II. Other Information | |||||||||||||||||||
Condensed Consolidated Balance Sheets - March 31, 2025 and December 31, 2024 (unaudited) | ||||||||||||||||||||
Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2025 and 2024 (unaudited) | ||||||||||||||||||||
Condensed Consolidated Statements of Partners’ Capital - Three Months Ended March 31, 2025 and 2024 (unaudited) | ||||||||||||||||||||
Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2025 and 2024 (unaudited) | ||||||||||||||||||||
| ||||||||||||||||||||
This Quarterly Report on Form 10-Q (including documents incorporated by reference herein) contains statements with respect to our expectations or beliefs as to future events. These types of statements are “forward-looking” and subject to uncertainties. See “Important Information Regarding Forward-Looking Statements” section of this filing.
March 31, 2025 | 2
Important Information Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, those under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact, including without limitation, statements regarding future operations, financial position, estimated revenues and losses, growth, capital projects, unit repurchases, impacts of legal proceedings, projected costs, prospects, plans, and objectives of management are forward-looking statements. The words “could”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “may”, “continue”, “predict”, “potential”, “project”, and similar terms and phrases are intended to identify forward-looking statements.
Although we believe our assumptions concerning future events are reasonable, a number of risks, uncertainties and other factors could cause actual results and trends to differ materially from those projected or forward-looking. Forward-looking statements, as well as certain risks, contingencies, or uncertainties that may impact our forward-looking statements, include, but are not limited to, the following:
•our ability to generate distributable cash or make cash distributions on our common units, including reserves and future uses of cash;
•the ability of our general partner to modify or revoke our distribution policy at any time;
•the volatile, cyclical, and seasonal nature of our business and the variable nature of our distributions;
•the effects of changes in market conditions; market volatility; fertilizer, natural gas, and other commodity prices; demand for those commodities, storage and transportation capabilities and costs, inflation, and the impact of such changes on our operating results and financial condition;
•the impact of weather on our business, including our ability to produce, market, sell, transport or deliver fertilizer products profitably or at all, and on commodity supply or pricing;
•the dependence of our operations on a few third-party suppliers, including providers of feedstocks, transportation services, and equipment;
•our reliance on, or our ability to procure economically or at all, petroleum coke (“pet coke”) we purchase from subsidiaries of CVR Energy, Inc. (together with its subsidiaries, but excluding the Partnership and its subsidiaries, “CVR Energy”) and other third-party suppliers;
•our reliance on the natural gas, electricity, oxygen, nitrogen, sulfur processing, compressed dry air and other products that we purchase from third parties and the facility operating risks associated with these third parties;
•the supply, availability, and price levels of raw materials and the effects of inflation thereupon;
•our production levels, including the risk of a material decline in those levels, or our ability to upgrade ammonia to UAN;
•product pricing, including spot and contracted sales, the timing thereof, and our ability to realize market prices, in full or at all;
•accidents or other unscheduled shutdowns or interruptions affecting our facilities, machinery, people, or equipment, or those of our suppliers or customers;
•potential operating hazards from accidents, fires, severe weather, tornadoes, floods, wildfires, or other natural disasters;
•operational upsets or changes in laws that could impact our ability to qualify for, the amount of, or the receipt of credits (if any) under Section 45Q of the Internal Revenue Code of 1986, as amended, or any similar law, rule, or regulation;
•our ability to meet certain carbon capture and sequestration milestones;
•our ability to obtain, retain, or renew permits, licenses (including technology licenses) and authorizations to operate our business;
•competition in the nitrogen fertilizer business and foreign wheat and coarse grain production, including impacts thereof as a result of farm planting acreage, domestic and global supply and demand, and domestic or international duties, tariffs, or other factors;
•changes in our credit profile and the effects of higher interest rates or restrictions in our current or future debt agreements;
•existing and future laws, rulings, policies, and regulations, including the reinterpretation or amplification thereof by regulators, and including but not limited to those relating to the environment, climate change, or the production, transportation, or storage of hazardous chemicals, materials, or substances, like ammonia, including potential liabilities or capital requirements arising from such laws, rulings, policies, or regulations and the impacts thereof on macroeconomic factors, consumer activity or otherwise;
•political uncertainty and impacts to the oil and gas industry and the United States economy generally as a result of actions taken by a new administration, including the imposition of tariffs and changes in climate or other energy laws, rules, regulations, or policies;
•erosion of demand for our products due to, or other impacts of, climate change and environmental, social and governance initiatives or other factors, whether from regulators, rating agencies, lenders, investors, litigants, customers, vendors, the public or others;
March 31, 2025 | 3
•alternative energy or fuel sources and impacts on corn prices (ethanol), and the end-use and application of fertilizers;
•risks of terrorism, cybersecurity attacks, and the security of chemical manufacturing facilities and other matters beyond our control;
•political disturbances, geopolitical conflicts, instability (including but not limited to volatility in the capital, credit and commodities markets and in the global economy) and tensions, and associated changes in global trade policies, tariffs, and economic sanctions, including, but not limited to, in connection with the Russia-Ukraine war and the conflict in the Middle East and any continued spread or expansion thereof, and any other ongoing or potential global or regional conflicts;
•our lack of asset diversification;
•our dependence on significant customers and the creditworthiness and performance by counterparties;
•our potential loss of transportation cost advantage over our competitors;
•the volatile nature of ammonia, potential liability for accidents involving ammonia including damage or injury to persons, property, the environment or human health and increased costs related to the transport or production of ammonia;
•our potential inability to successfully implement our business strategies, including the completion of significant capital programs or projects;
•our reliance on CVR Energy’s management team and conflicts of interest they may face operating each of CVR Partners and CVR Energy;
•control of our general partner by CVR Energy and control of CVR Energy by its controlling shareholder, which could result in competition, transactions, or conflicts with CVR Energy and its affiliates;
•the potential inability to successfully implement our business strategies at all or on time and within our anticipated budgets, including significant capital programs or projects, turnarounds, or carbon reduction initiatives at our fertilizer facilities and the costs thereof;
•asset useful lives and impairments and impacts thereof;
•realizable inventory value;
•the number of investors willing to hold or acquire our common units and impacts of any changes in ownership of our common units by CVR Energy, Mr. Carl C. Icahn, or their affiliates, or of CVR Energy’s common stock by Mr. Carl C. Icahn or his affiliates;
•our ability to issue securities or obtain financing at favorable rates or at all;
•bank failures or other events affecting financial institutions;
•changes in tax and other law, regulations and policies;
•impact of potential runoff of water containing nitrogen based fertilizer into waterways and regulatory or legal actions in response thereto;
•changes in our treatment as a partnership for U.S. federal income or state tax purposes;
•rulings, judgments or settlements in litigation, tax or other legal or regulatory matters;
•risks related to potential strategic transactions involving the Partnership, or interests therein, in which CVR Energy and its controlling shareholder or others may participate;
•the cost and value of payouts under or in connection with our equity and non-equity incentive plans;
•our ability to procure or recover under our insurance policies for damages or losses in full or at all;
•labor supply shortages, labor difficulties, labor disputes or strikes; and
•the factors described in greater detail under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and our other filings with the U.S. Securities and Exchange Commission (“SEC”).
All forward-looking statements contained in this Report only speak as of the date of this Report. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur after the date of this Report, or to reflect the occurrence of unanticipated events, except to the extent required by law.
Information About Us
Investors should note that we make available, free of charge on our website at www.CVRPartners.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also post announcements, updates, events, investor information and presentations on our website in addition to copies of all recent news releases. We may use the Investor Relations section of our website to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. Documents and information on our website are not incorporated by reference herein.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.
March 31, 2025 | 4
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CVR PARTNERS, LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
| (in thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND PARTNERS’ CAPITAL | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accounts payable to affiliates | |||||||||||
| Deferred revenue | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term liabilities: | |||||||||||
| Long-term debt and finance lease obligation, net of current portion | |||||||||||
| Long-term deferred revenue | |||||||||||
| Other long-term liabilities | |||||||||||
| Total long-term liabilities | |||||||||||
| Partners’ capital: | |||||||||||
Common unitholders, | |||||||||||
| General partner interest | |||||||||||
| Total partners’ capital | |||||||||||
| Total liabilities and partners’ capital | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
March 31, 2025 | 5
CVR PARTNERS, LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended March 31, | |||||||||||
| (in thousands, except per unit data) | 2025 | 2024 | |||||||||
Net sales | $ | $ | |||||||||
Operating costs and expenses: | |||||||||||
Cost of materials and other | |||||||||||
Direct operating expenses (exclusive of depreciation and amortization) | |||||||||||
Depreciation and amortization | |||||||||||
Cost of sales | |||||||||||
Selling, general and administrative expenses | |||||||||||
| (Gain) loss on asset disposal | ( | ||||||||||
| Operating income | |||||||||||
Other (expense) income: | |||||||||||
Interest expense, net | ( | ( | |||||||||
| Other income, net | |||||||||||
| Income before income tax expense | |||||||||||
| Income tax benefit | ( | ||||||||||
| Net income | $ | $ | |||||||||
| Basic and diluted earnings per common unit | $ | $ | |||||||||
| Weighted-average common units outstanding: | |||||||||||
Basic and Diluted | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
March 31, 2025 | 6
CVR PARTNERS, LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(unaudited)
| Common Units | General Partner Interest | Total Partners’ Capital | |||||||||||||||||||||
| (in thousands, except unit data) | Issued | Amount | |||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||
| Cash distributions to common unitholders - Affiliates | — | ( | — | ( | |||||||||||||||||||
| Cash distributions to common unitholders - Non-affiliates | — | ( | — | ( | |||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ||||||||||||||||||||
| Common Units | General Partner Interest | Total Partners’ Capital | |||||||||||||||||||||
| (in thousands, except unit data) | Issued | Amount | |||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||
| Cash distributions to common unitholders - Affiliates | — | ( | — | ( | |||||||||||||||||||
| Cash distributions to common unitholders - Non-affiliates | — | ( | — | ( | |||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
March 31, 2025 | 7
CVR PARTNERS, LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation | |||||||||||
| Other adjustments | |||||||||||
| Change in assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Accounts payable | ( | ( | |||||||||
| Deferred revenue | ( | ||||||||||
| Other current liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from sale of assets | |||||||||||
| Return of equity method investment | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Cash distributions to common unitholders - Affiliates | ( | ( | |||||||||
| Cash distributions to common unitholders - Non-affiliates | ( | ( | |||||||||
| Other financing activities | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
March 31, 2025 | 8
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Organization and Nature of Business
CVR Partners, LP (“CVR Partners” or the “Partnership”) is a Delaware limited partnership formed by CVR Energy, Inc. (together with its subsidiaries, but excluding the Partnership and its subsidiaries, “CVR Energy”) to own, operate and grow its nitrogen fertilizer business. The Partnership produces nitrogen fertilizer products at two manufacturing facilities, one located in Coffeyville, Kansas operated by our wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Facility”) and one located in East Dubuque, Illinois operated by our wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Facility”, and together with the Coffeyville Facility, the “Facilities”). The Facilities manufacture ammonia and are able to further upgrade such ammonia to other nitrogen fertilizer products, principally urea ammonium nitrate (“UAN”). Nitrogen fertilizer is used by farmers to improve the yield and quality of their crops, primarily corn and wheat. The Partnership’s products are sold on a wholesale basis in the United States of America. As used in these financial statements, references to CVR Partners, the Partnership, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Partners or one or both of the Facilities, as the context may require.
Interest Holders
As of March 31, 2025, public common unitholders held approximately 61 % of the Partnership’s outstanding limited partner interests; CVR Energy, through its subsidiaries, held approximately 37 % of the Partnership’s outstanding limited partner interests and 100 % of the Partnership’s general partner interest, while Icahn Enterprises L.P. and its other affiliates (“IEP”) held the remaining outstanding limited partner interests. As of March 31, 2025, IEP owned approximately 68 % of the common stock of CVR Energy. In April 2025, IEP acquired additional shares of the Partnership’s outstanding limited partner interests, increasing its ownership to approximately 3 %.
Management and Operations
The Partnership, including its general partner, is managed by a combination of the Board, the general partner’s executive officers, UAN Services, LLC (as sole member of the general partner), and certain officers of CVR Energy and its subsidiaries, pursuant to the Partnership Agreement, as well as a number of agreements among the Partnership, the general partner, CVR Energy, and certain of their respective subsidiaries, including certain services agreements. See Part II, Item 8 of CVR Partners’ Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) for further discussion. Common unitholders have limited voting rights on matters affecting the Partnership and have no right to elect the general partner’s directors or officers, whether on an annual or continuing basis or otherwise.
Subsequent Events
The Partnership evaluated subsequent events, if any, that would require an adjustment to the Partnership’s condensed consolidated financial statements or require disclosure in the notes to the condensed consolidated financial statements through the date of issuance of these condensed consolidated financial statements. Where applicable, the notes to these condensed consolidated financial statements have been updated to reflect all significant subsequent events which have occurred.
(2) Basis of Presentation
The accompanying condensed consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), include the accounts of CVR Partners and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Certain notes and other information have been condensed or omitted from these condensed consolidated financial statements. Therefore, these condensed consolidated financial statements should be read in conjunction with the December 31, 2024 audited consolidated financial statements and notes thereto included in the 2024 Form 10-K.
In the opinion of the Partnership’s management, the accompanying condensed consolidated financial statements reflect all adjustments that are necessary for fair presentation of the financial position and results of operations of the Partnership for the periods presented. Such adjustments are of a normal recurring nature, unless otherwise disclosed.
March 31, 2025 | 9
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The condensed consolidated financial statements are prepared in conformity with GAAP, which requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results that will be realized for the year ending December 31, 2025 or any other interim or annual period.
Recent Accounting Pronouncements - Adoption of Segment Reporting Standard
The Partnership adopted Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, with its 2024 Form 10-K, and included all disclosures required by the guidance and all existing segment disclosures under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting. Effective with this Quarterly Report on Form 10-Q, the Partnership adopted this ASU for its interim reports. Refer to Note 11 (“Business Segments”) for the required segment disclosures.
Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows. This standard is effective for the Partnership’s annual reporting beginning January 1, 2025 with early adoption permitted. While the Partnership does not believe the adoption will have a material impact on its consolidated financial statements, additional disclosures will be included for our Annual Report on Form 10-K for the year ending December 31, 2025 and interim reporting periods beginning January 1, 2026. The Partnership does not intend to early adopt this ASU.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disclosures in the footnotes that disaggregate certain expenses presented on the face of the income statement. This standard is effective for the Partnership’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028. Retrospective application to comparative periods is optional, and early adoption is permitted. The Partnership is currently evaluating the effects of adopting this new accounting guidance.
(3) Inventories
Inventories consisted of the following:
| (in thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials | |||||||||||
| Parts, supplies and other | |||||||||||
| Total inventories | $ | $ | |||||||||
March 31, 2025 | 10
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(4) Property, Plant, and Equipment
Property, plant, and equipment, net consisted of the following:
| (in thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| Machinery and equipment | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Automotive equipment | |||||||||||
| Land and improvements | |||||||||||
| Construction in progress | |||||||||||
| Other | |||||||||||
| Less: Accumulated depreciation and amortization | ( | ( | |||||||||
| Total property, plant, and equipment, net | $ | $ | |||||||||
For the three months ended March 31, 2025 and 2024, depreciation and amortization expense related to property, plant, and equipment was $17.7 million and $19.1 million, respectively. Depreciation expense for the three months ended March 31, 2024 includes an additional $2.1 million resulting from the Partnership updating the estimated useful lives of certain assets due to planned asset retirements by the end of 2024, including granular urea production assets.
(5) Leases
Balance Sheet Summary as of March 31, 2025 and December 31, 2024
The following table summarizes the right-of-use (“ROU”) asset and lease liability balances for the Partnership’s operating leases at March 31, 2025 and December 31, 2024:
| (in thousands) | March 31, 2025 | December 31, 2024 | |||||||||||||||||||||
| Operating Leases | Finance Leases | Operating Leases | Finance Leases | ||||||||||||||||||||
| ROU asset, net | |||||||||||||||||||||||
| Equipment, real estate and other | $ | $ | $ | $ | |||||||||||||||||||
| Railcars | — | — | |||||||||||||||||||||
| Lease liability | |||||||||||||||||||||||
| Equipment, real estate and other | $ | $ | $ | $ | |||||||||||||||||||
| Railcars | — | — | |||||||||||||||||||||
Lease Expense Summary for the Three Months Ended March 31, 2025 and 2024
We recognize operating lease expense within Direct operating expenses (exclusive of depreciation and amortization) and Cost of materials and other, and finance lease expense within Depreciation and amortization, on a straight-line basis over the
March 31, 2025 | 11
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
lease term. For the three months ended March 31, 2025 and 2024, we recognized lease expense comprised of the following components:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Operating lease expense | $ | $ | |||||||||
| Finance lease expense: | |||||||||||
| Amortization of ROU asset | |||||||||||
| Interest expense on lease liability | |||||||||||
| Short-term lease expense | |||||||||||
(6) Other Current Liabilities
Other current liabilities consisted of the following:
| (in thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| Accrued interest | $ | $ | |||||||||
| Personnel accruals | |||||||||||
| Sales incentives | |||||||||||
| Accrued taxes other than income taxes | |||||||||||
| Share-based compensation | |||||||||||
| Other accrued expenses and liabilities | |||||||||||
| Total other current liabilities | $ | $ | |||||||||
(7) Long-Term Debt and Finance Lease Obligation
Long-term debt and finance lease obligation consisted of the following:
| (in thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| $ | $ | ||||||||||
| Finance lease obligation, net of current portion | |||||||||||
Unamortized debt issuance costs | ( | ( | |||||||||
Total long-term debt and finance lease obligation, net of current portion | |||||||||||
| Current portion of finance lease obligation | |||||||||||
| Total long-term debt and finance lease obligation, including current portion | $ | $ | |||||||||
(1)The 6.125 % Senior Secured Notes, due June 2028 had an estimated fair value of $531.8 million and $533.5 million as of March 31, 2025 and December 31, 2024, respectively. The fair value estimate is a Level 2 measurement, as defined by FASB ASC Topic 820, Fair Value Measurements, as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities.
Credit Agreements
| (in thousands) | Total Available Borrowing Capacity | Amount Borrowed as of March 31, 2025 | Outstanding Letters of Credit | Available Capacity as of March 31, 2025 | Maturity Date | ||||||||||||||||||||||||
| ABL Credit Facility | $ | $ | $ | $ | September 26, 2028 | ||||||||||||||||||||||||
March 31, 2025 | 12
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Covenant Compliance
The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of March 31, 2025.
(8) Revenue
The following table presents the Partnership’s revenue, disaggregated by major products:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Ammonia | $ | $ | |||||||||
| UAN | |||||||||||
| Urea products | |||||||||||
Other revenue (1) | |||||||||||
| Total revenue | $ | $ | |||||||||
(1)Consists mainly of freight revenue and includes sales of carbon oxide (“CO”) made in connection with the joint venture created to monetize certain tax credits under Section 45Q of the Internal Revenue Code of 1986 (“45Q Transaction”) and the noncash consideration received, which is recognized as the performance obligation associated with the carbon oxide contract (“CO Contract”) is satisfied over its term through April 2030. Revenue from the CO Contract is recognized over time based on carbon oxide volumes measured at delivery.
Remaining Performance Obligations
We have spot and term contracts with customers and the transaction prices are either fixed or based on market indices (variable consideration). We do not disclose remaining performance obligations for contracts that have terms of one year or less and for contracts where the variable consideration was entirely allocated to an unsatisfied performance obligation.
As of March 31, 2025, the Partnership had approximately $6.9 million of remaining performance obligations for contracts with an original expected duration of more than one year. The Partnership expects to recognize $3.4 million of these performance obligations as revenue by the end of 2025, an additional $3.2 million in 2026, and the remaining balance in 2027.
Contract Balances
During the three months ended March 31, 2025 and 2024, the Partnership recognized revenue of $23.2 million and $5.2 million, respectively, that was included in the deferred revenue balances as of December 31, 2024 and December 31, 2023, respectively.
(9) Share-Based Compensation
A summary of compensation expense for the three months ended March 31, 2025 and 2024 is presented below:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Phantom Unit Awards | $ | $ | |||||||||
Other Awards (1) | |||||||||||
| Total share-based compensation expense | $ | $ | |||||||||
March 31, 2025 | 13
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(10) Commitments and Contingencies
In the ordinary course of business, the Partnership may become party to lawsuits, administrative proceedings, and governmental investigations, including environmental, regulatory, and other matters. The outcome of these matters cannot always be predicted accurately, but the Partnership accrues liabilities for these matters if the Partnership has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. There have been no material changes in the Partnership’s commitments and contingencies to those disclosed in the 2024 Form 10-K.
45Q Transaction
Under the agreements entered into in connection with the 45Q Transaction, the Partnership’s subsidiary, CRNF, is obligated to meet certain minimum quantities of carbon oxide supply each year during the term of the agreement and is subject to fees of up to $15.0 million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $45.0 million cap, if these minimum quantities are not delivered. The Partnership issued a guarantee to the unaffiliated third-party investors and certain of their affiliates involved in the 45Q Transaction of the payment and performance obligations of CRNF and CVR-CapturePoint Parent, LLC (“CVRP JV”), which include the aforementioned fees. This guarantee has no impacts on the accounting records of the Partnership unless the parties fail to comply with the terms of the 45Q Transaction contracts.
(11) Business Segments
CVR Partners has one
The CODM evaluates the performance of the Nitrogen Fertilizer Segment and decides how to allocate resources based on net income, which is reported in the condensed consolidated statements of operations. The CODM uses net income to assess the income generated by the Nitrogen Fertilizer Segment and to decide whether to reinvest profits into the Partnership or pay distributions. Net income is also used to analyze performance against the budget and the Partnership’s competitors.
While segment assets are not reported to, or used by, the CODM to allocate resources or to assess performance of the segment, total assets are disclosed in the condensed consolidated balance sheets.
March 31, 2025 | 14
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table presents the operating results and capital expenditures information for the Nitrogen Fertilizer Segment:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Net sales | $ | $ | |||||||||
| Less: | |||||||||||
| Feedstocks | |||||||||||
| Distribution costs | |||||||||||
Other costs of materials (1) | ( | ||||||||||
| Cost of materials and other | |||||||||||
| Less: | |||||||||||
| Direct operating expenses (exclusive of depreciation and amortization and turnaround expenses) | |||||||||||
| Turnaround expenses | |||||||||||
| Depreciation and amortization | |||||||||||
| Selling, general and administrative expenses | |||||||||||
| Interest expense | |||||||||||
| Interest income | ( | ( | |||||||||
Other segment items (2) | ( | ( | |||||||||
| Net income | $ | $ | |||||||||
| Capital expenditures | $ | $ | |||||||||
(1)Other costs of materials includes inventory cost adjustments and lease expense.
(2)Other segment items includes (gain) loss on asset disposal, other (income) expense, and income tax (benefit) expense.
(12) Supplemental Cash Flow Information
Cash flows related to interest, leases, and capital expenditures included in accounts payable are as follows:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Supplemental disclosures: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | |||||||||||
| Operating cash flows from finance leases | |||||||||||
| Financing cash flows from finance leases | |||||||||||
| Noncash investing and financing activities: | |||||||||||
| Change in capital expenditures included in accounts payable | ( | ( | |||||||||
March 31, 2025 | 15
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(13) Related Party Transactions
Activity associated with the Partnership’s related party arrangements for the three months ended March 31, 2025 and 2024 is summarized below:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
Sales to related parties: (1) | |||||||||||
| CVR Energy subsidiary | $ | $ | |||||||||
| CVRP JV | |||||||||||
Expenses from related parties: (2) | |||||||||||
| CVR Energy subsidiary | |||||||||||
| CVR Services, LLC | |||||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
Due to related parties (3) | $ | $ | |||||||||
(1)Sales to related parties, included in Net sales in our condensed consolidated statements of operations, consist of (a) sales of feedstocks and services under the Master Service Agreement with CRNF (the “Coffeyville MSA”) and (b) carbon oxide sales to CVRP JV and its subsidiaries.
(2)Expenses from related parties, included in Cost of materials and other, Direct operating expenses (exclusive of depreciation and amortization), and Selling, general and administrative expenses in our condensed consolidated statements of operations, consist primarily of pet coke and hydrogen purchased under the Coffeyville MSA and management and other professional services under the Corporate MSA.
(3)Consists primarily of amounts payable to CVR Energy subsidiaries under the Coffeyville MSA and Corporate MSA.
Distributions to CVR Partners’ Unitholders
Distributions, if any, including the payment, amount, and timing thereof, and the Board’s distribution policy, including the definition of Available Cash for Distribution, are subject to change at the discretion of the Board. The following tables present quarterly distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy, during 2025 and 2024 (amounts presented in the table below may not add to totals presented due to rounding):
Quarterly Distributions Paid (in thousands) | ||||||||||||||||||||||||||||||||
| Related Period | Date Paid | Quarterly Distributions Per Common Unit | Public Unitholders | CVR Energy | Total | |||||||||||||||||||||||||||
2024 - 4th Quarter | March 10, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||
Total 2025 quarterly distributions | $ | $ | $ | $ | ||||||||||||||||||||||||||||
2023 - 4th Quarter | March 11, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||||
2024 - 1st Quarter | May 20, 2024 | |||||||||||||||||||||||||||||||
2024 - 2nd Quarter | August 19, 2024 | |||||||||||||||||||||||||||||||
2024 - 3rd Quarter | November 18, 2024 | |||||||||||||||||||||||||||||||
Total 2024 quarterly distributions | $ | $ | $ | $ | ||||||||||||||||||||||||||||
For the first quarter of 2025, the Partnership, upon approval by the Board on April 28, 2025, declared a distribution of $2.26 per common unit, or approximately $23.9 million, which is payable May 19, 2025 to unitholders of record as of May 12, 2025. Of this amount, CVR Energy and IEP will receive approximately $8.8 million and $0.5 million, respectively, with the remaining amount payable to public unitholders.
March 31, 2025 | 16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition, results of operations, and cash flows should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and with the statistical information and financial data included elsewhere in this Report, as well as our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 19, 2025 (the “2024 Form 10-K”). Results of operations for the three months ended March 31, 2025 and cash flows for the three months ended March 31, 2025 are not necessarily indicative of results to be attained for any other period. See “Important Information Regarding Forward-Looking Statements.”
Reflected in this discussion and analysis is how management views the Partnership’s current financial condition and results of operations along with key external variables and management actions that may impact the Partnership. This discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Report.
Partnership Overview
CVR Partners, LP (“CVR Partners” or the “Partnership”) is a Delaware limited partnership formed in 2011 by CVR Energy, Inc. (“CVR Energy”) to own, operate, and grow its nitrogen fertilizer business. The Partnership produces and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops, primarily corn and wheat. The Partnership produces these products at two manufacturing facilities, one located in Coffeyville, Kansas operated by its wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Facility”) and one located in East Dubuque, Illinois operated by its wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Facility”, and together with the Coffeyville Facility, the “Facilities”). Our principal products are ammonia and urea ammonium nitrate (“UAN”). All of our products are sold on a wholesale basis. References to CVR Partners, the Partnership, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Partners or one or both of the Facilities, as the context may require. Additionally, as the context may require, references to CVR Energy may refer to CVR Energy and its consolidated subsidiaries which include its petroleum and renewables refining, marketing, and logistics operations.
Strategy and Goals
The Partnership has adopted Mission and Core Values, which articulate the Partnership’s expectations for how it and its employees do business each and every day.
Mission and Core Values
Our Mission is to be a top tier North American nitrogen-based fertilizer company as measured by safe and reliable operations, superior performance and profitable growth. The foundation of how we operate is built on five core Values:
•Safety - We always put safety first. The protection of our employees, contractors and communities is paramount. We have an unwavering commitment to safety above all else. If it’s not safe, then we don’t do it.
•Environment - We care for our environment. Complying with all regulations and minimizing any environmental impact from our operations is essential. We understand our obligation to the environment and that it’s our duty to protect it.
•Integrity - We require high business ethics. We comply with the law and practice sound corporate governance. We only conduct business one way—the right way with integrity.
•Corporate Citizenship - We are proud members of the communities where we operate. We are good neighbors and know that it’s a privilege we can’t take for granted. We seek to make a positive economic and social impact through our financial donations and the contributions of time, knowledge and talent of our employees to the places where we live and work.
March 31, 2025 | 17
•Continuous Improvement - We believe in both individual and team success. We foster accountability under a performance-driven culture that supports creative thinking, teamwork, diversity and personal development so that employees can realize their maximum potential. We use defined work practices for consistency, efficiency and to create value across the organization.
Our core Values are driven by our people, inform the way we do business each and every day and enhance our ability to accomplish our mission and related strategic objectives.
Strategic Objectives
We have outlined the following strategic objectives to drive the accomplishment of our mission:
•Environmental, Health & Safety (“EH&S”) - We aim to achieve continuous improvement in all EH&S areas through ensuring our people’s commitment to environmental, health and safety comes first, the refinement of existing policies, continuous training, and enhanced monitoring procedures.
•Reliability - Our goal is to achieve industry-leading utilization rates at both of our Facilities through safe and reliable operations. We are focusing on improvements in day-to-day facility operations, identifying alternative sources for facility inputs to reduce lost time due to third-party operational constraints, and optimizing our commercial and marketing functions to maintain facility operations at their highest level.
•Market Capture - We continuously evaluate opportunities to improve the Facilities’ realized pricing at the gate and reduce variable costs incurred in production to maximize our capture of market opportunities.
•Financial Discipline - We strive to be as efficient as possible by maintaining low operating costs and disciplined deployment of capital.
Industry Factors and Market Indicators
Within the nitrogen fertilizer business, earnings and cash flows from operations are primarily affected by the relationship between nitrogen fertilizer product prices, utilization, and operating costs and expenses, including pet coke and natural gas feedstock costs.
The price at which nitrogen fertilizer products are ultimately sold depends on numerous factors, including the global supply and demand for nitrogen fertilizer products which, in turn, depends on world grain demand and production levels, changes in world population, the cost and availability of fertilizer transportation infrastructure, weather conditions, the availability of imports, the availability and price of feedstocks to produce nitrogen fertilizer, and the extent of government intervention in agriculture markets, among other factors.
Nitrogen fertilizer prices are also affected by local factors, including local market conditions and the operating levels of competing facilities. An expansion or upgrade of competitors’ facilities, new facility development, political and economic developments, and other factors are likely to continue to play an important role in nitrogen fertilizer industry economics. These factors can impact, among other things, the level of inventories in the markets, resulting in price and product margin volatility. Moreover, the industry typically experiences seasonal fluctuations in demand for nitrogen fertilizer products.
General Business Environment
The Partnership believes the general business environment in which it operates will continue to remain volatile, driven by uncertainty around the availability and prices of its feedstocks, demand for and prices of its products, inflation, and existing and potential future global supply disruptions. As a result, future operating results and current and long-term financial conditions could be negatively impacted if economic conditions remain volatile and/or decline. The Partnership is not able at this time to predict the extent to which these conditions may have a material, or any, effect on its financial or operational results in future periods.
Geopolitical Matters - Recently announced and proposed changes to the U.S. global trade policy, along with actual and potential international retaliatory measures, have caused high volatility in global markets and uncertainty around short- and
March 31, 2025 | 18
long-term economic impacts in the U.S., including concerns over inflation, recession, and slowing growth. In addition, the ongoing Russia-Ukraine war and conflicts in the Middle East, including the Red Sea crisis, continue to present significant geopolitical risks to global markets, with direct implications for the global fertilizer, agriculture, and other industries. These concerns could lead to further disruptions in the production and trade of fertilizer, grains, and feedstock through various means, such as trade restrictions and sanctions. The ultimate impacts of these conflicts and/or economic policy changes, or further escalation or expansion thereof, and any associated market disruptions are difficult to predict and may affect our business, operations, cash flows, and access to capital in unforeseen ways.
Regulatory Environment - Certain governmental regulations and incentives associated with the automobile transportation and agricultural industries, including the ones related to corn-based ethanol and sustainable aviation fuel production or consumption, can impact, and have directly impacted, our business. In June 2023, the United States Environmental Protection Agency (“EPA”) announced the renewable volume obligations for 2023, 2024, and 2025 which maintained the conventional biofuel blending level at 15 billion gallons. These actions lead us to believe that the demand on food, in particular corn, for fuel will remain strong for the foreseeable future and support farmer economics that incentivize the use of nitrogen-based fertilizers.
In contrast, in March 2024, the EPA finalized new motor vehicle emission standards for light-, medium-, and heavy-duty vehicles for model year 2027 and beyond, which could significantly reduce the use of internal combustion engine vehicles and the demand for liquid fuels, including ethanol. New heavy-truck requirements are also being proposed. In 2024, corn used in ethanol production consumed approximately 37% of the annual production of the U.S. corn crop.
There have been several proposed and enacted climate-related rules and compliance requirements at federal, state, and international levels. While the Biden Administration had advanced significant climate-related initiatives, including stricter EPA motor vehicle emissions standards and the SEC’s proposed climate risk disclosure rule, recent changes under the Trump Administration following the 2024 U.S. presidential election have begun to and may further shift regulatory priorities. Through executive orders and regulatory rollbacks, certain of these initiatives have been curtailed or reevaluated, creating a more uncertain regulatory landscape, which may materially impact our business, operations, compliance costs, results and market stability.
Market Indicators
While there is risk of shorter-term volatility given the inherent nature of the commodity cycle and governmental and geopolitical risks, the Partnership believes the long-term fundamentals for the U.S. nitrogen fertilizer industry remain intact. The Partnership views the anticipated combination of (i) increasing global population, (ii) decreasing arable land per capita, (iii) continued evolution to more protein-based diets in developing countries, (iv) sustained use of corn and soybeans as feedstock for the domestic production of ethanol and other renewable fuels, and (v) positioning at the lower end of the global cost curve should provide a solid foundation for nitrogen fertilizer producers in the United States over the longer term.
Corn and soybeans are two major crops planted by farmers in North America. Corn crops result in the depletion of the amount of nitrogen within the soil in which it is grown, which in turn, results in the need for this nutrient to be replenished after each growing cycle. Unlike corn, soybeans are able to obtain most of their own nitrogen through a process known as “N fixation”. As such, upon harvesting of soybeans, the soil retains a certain amount of nitrogen which results in lower demand for nitrogen fertilizer for the following corn planting cycle. Due to these factors, nitrogen fertilizer consumers generally operate a balanced corn-soybean rotational planting cycle as shown by the chart presented below.
The relationship between the total acres planted for both corn and soybeans has a direct impact on the overall demand for nitrogen products, as the market and demand for nitrogen increases with increased corn acres and decreases with increased soybean acres. Additionally, an estimated 13 billion pounds of soybean oil is expected to be used in producing cleaner renewable fuels in marketing year 2024/2025. Multiple refiners have announced renewable diesel expansion projects for 2025 and beyond, which are expected to drive increased demand for soybeans and potentially for corn and canola. However, the viability of these projects remains uncertain given the Trump Administration’s shifting approach on renewable fuels policy and related regulatory frameworks.
The United States Department of Agriculture (“USDA”) estimates that in spring 2025 farmers will plant 95.3 million corn acres, representing an increase of 5.0% compared to 90.7 million corn acres in 2024. Planted soybean acres are estimated to be 83.5 million, representing a decrease of 4.1% compared to 87.1 million soybean acres in 2024. The combined estimated corn and soybean planted acres of 178.8 million represents a slight increase compared to the acreage planted in 2024. Due to lower
March 31, 2025 | 19
input costs in 2025 for corn planting and the relative grain prices of corn versus soybeans, economics favored planting corn compared to soybeans in 2025. Inventory levels of corn and soybeans are expected to be supportive of grain prices into the spring of 2025.
Ethanol is blended with gasoline to meet requirements under the Renewable Fuel Standard of the Clean Air Act and for its octane value. Since 2010, corn used in ethanol production has historically consumed approximately 38% of the annual production of the U.S. corn crop, so demand for corn generally rises and falls with ethanol demand, as shown by the chart below.
U.S. Plant Production of Fuel Ethanol (1) | Corn and Soybean Planted Acres (2) | |||||||
(1)Information used within this chart was obtained from the U.S. Energy Information Administration (“EIA”) through March 31, 2025.
(2)Information used within this chart was obtained from the USDA, National Agricultural Statistics Services as of March 31, 2025.
Weather continues to be a critical variable for crop production. Even with high planted acres and above trendline yields per acre for corn in the United States, global inventory levels for corn and soybeans remain near historical 10-year averages and prices have remained elevated. Demand for nitrogen fertilizer, as well as other crop inputs, has been strong for the spring 2025 planting season, primarily due to elevated grain prices and favorable weather conditions for planting.
Fertilizer input costs have been volatile since the fall of 2021. Natural gas prices were elevated in the fall of 2022 due to shortages in Europe and demand being driven by building natural gas storage for winter. Winter 2023/2024 weather was warmer than average in Europe and, when combined with natural gas conservation measures, caused demand and prices for natural gas in Europe to fall significantly in the first quarter of 2024 and remain below the 2021/2022 price levels throughout 2024. The decline in natural gas prices, and the resulting reversal of capacity curtailments, among other factors, has led to a significant reduction in the price for nitrogen fertilizer from peak prices. While we expect natural gas prices might remain below the elevated levels experienced in 2022 in the near term, we believe the structural shortage of natural gas in Europe will continue to be a source of volatility through at least 2026. Although pet coke prices had been elevated since 2021 due to higher natural gas prices compared to historical levels, as natural gas prices remained low in 2024, third-party pet coke prices declined in 2024 and fell further into 2025.
Partnership Initiatives
The Partnership has completed engineering studies on the potential to utilize natural gas as an optional feedstock to pet coke at its Coffeyville Facility. Based on these studies, we believe the Coffeyville Facility could utilize either natural gas or pet coke to produce nitrogen fertilizer by making certain modifications to the facility. In addition, the Partnership is exploring the potential to import larger than historical quantities of hydrogen directly from CVR Energy’s adjacent Coffeyville refinery, which could increase the nameplate ammonia production of the facility. If this combined project is approved by the board of directors of our general partner (the “Board”) and successfully implemented, it could allow the Partnership to increase nameplate production of the Coffeyville Facility and choose the optimal feedstock mix for production. This project would make the Coffeyville Facility the only nitrogen fertilizer facility in the United States with dual feedstock flexibility.
March 31, 2025 | 20
Over the past two years, the Partnership has reserved funds for a series of debottlenecking projects that are intended to improve reliability and ultimately facilitate potential additions to production rates at the Facilities. During 2025, the Partnership intends to execute projects focused on water and electrical reliability at the Facilities, along with expansions of diesel exhaust fluid production and loadout capabilities, among other projects. In addition, during the planned turnaround at the Coffeyville Facility in the fourth quarter of 2025, the Partnership intends to install a nitrous oxide abatement unit. After installation, the Partnership would have nitrous oxide abatement units on all four of its nitric acid plants. The funds needed in 2025 for these projects are expected to come from the reserves taken over the past two years.
The charts below show relevant market indicators by month through March 31, 2025:
Ammonia and UAN Market Pricing (1) | ||
Natural Gas Market Pricing (1) | Pet Coke Market Pricing (1) | |||||||
(1)Information used within these charts was obtained from various third-party sources, including Green Markets (a Bloomberg Company), Pace Petroleum Coke Quarterly, and the EIA, amongst others.
March 31, 2025 | 21
Results of Operations
The following should be read in conjunction with the information outlined in the previous sections of this Part I, Item 2 and the financial statements and related notes thereto in Part I, Item 1 of this Report.
The chart presented below summarizes our ammonia utilization rate on a consolidated basis for the three months ended March 31, 2025 and 2024. 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 of ammonia produced divided by capacity.
Utilization is presented solely on ammonia production, rather than on each nitrogen product, as it provides a comparative baseline against industry peers and eliminates the disparity of facility configurations for upgrade of ammonia into other nitrogen products. With production primarily focused on ammonia upgrade capabilities, we believe this measure provides a meaningful view of how we operate.
On a consolidated basis for the three months ended March 31, 2025, utilization increased to 101% compared to 90% for the three months ended March 31, 2024 due primarily to the 14-day planned outage at the Coffeyville Facility and other minor unplanned outages at the Facilities during the first quarter of 2024 (the “2024 Outages”).
Sales and Pricing per Ton - Two of our key operating metrics are total sales volumes for ammonia and UAN, along with the product pricing per ton realized at the gate. Product pricing at the gate represents net sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure comparable across the fertilizer industry.
March 31, 2025 | 22
| Ammonia Sales Volumes and Pricing | UAN Sales Volumes and Pricing | |||||||
Production Volumes - Gross tons of ammonia represent the total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represents the ammonia available for sale that was not upgraded into other fertilizer products. The table below presents these metrics for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | |||||||||||
| (in thousands of tons) | 2025 | 2024 | |||||||||
Ammonia (gross produced) | 216 | 193 | |||||||||
Ammonia (net available for sale) | 64 | 60 | |||||||||
| UAN | 348 | 305 | |||||||||
Feedstock - Our Coffeyville Facility utilizes a pet coke gasification process to produce nitrogen fertilizer. Our East Dubuque Facility uses natural gas in its production of ammonia. The table below presents these feedstocks for the Facilities for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Petroleum coke used in production (thousands of tons) | 131 | 128 | |||||||||
Petroleum coke used in production (dollars per ton) | $ | 42.43 | $ | 75.71 | |||||||
Natural gas used in production (thousands of MMBtus) (1) | 2,159 | 2,148 | |||||||||
Natural gas used in production (dollars per MMBtu) (1) | $ | 4.62 | $ | 3.10 | |||||||
Natural gas in cost of materials and other (thousands of MMBtus) (1) | 1,605 | 1,765 | |||||||||
Natural gas in cost of materials and other (dollars per MMBtu) (1) | $ | 4.63 | $ | 3.49 | |||||||
(1)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 expenses (exclusive of depreciation and amortization).
Financial Highlights for the Three Months Ended March 31, 2025 and 2024
For the three months ended March 31, 2025, the Partnership’s operating income and net income were $34.6 million and $27.1 million, respectively, compared to operating income and net income of $20.1 million and $12.6 million, respectively, for the three months ended March 31, 2024. These increases were driven in part by higher revenues, primarily due to an increase in UAN sales volumes, higher ammonia pricing, and favorable sales of other products, as well as lower pet coke feedstock costs and favorable inventory impacts due a build in ammonia inventory relative to the prior year period.
March 31, 2025 | 23
| Net Sales | Operating Income | |||||||
Net Income | EBITDA (1) | |||||||
(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.
Net Sales - For the three months ended March 31, 2025, net sales was $142.9 million compared to $127.7 million for the three months ended March 31, 2024. The increase was primarily due to favorable UAN sales volumes and ammonia prices contributing $15.5 million in higher revenue, partially offset by unfavorable ammonia sales volumes and UAN sales prices reducing revenues by $8.9 million.
The following table demonstrates the impact of changes in sales volumes and pricing for the primary components of net sales, excluding urea products, freight, and other revenue, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024:
| (in thousands) | Price Variance | Volume Variance | |||||||||
| UAN | $ | (3,615) | $ | 13,967 | |||||||
| Ammonia | 1,531 | (5,255) | |||||||||
The increase in UAN sales volumes for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily due to reduced production volumes in the prior year resulting from the 2024 Outages. For the three months ended March 31, 2025 compared to the three months ended March 31, 2024, ammonia sales prices were favorable primarily due to improved market conditions in 2025, substantially caused by increased demand arising from estimated higher
March 31, 2025 | 24
planting acreage in 2025, and UAN sales prices were unfavorable primarily due to delayed shipments of 2024 fall fill into the current year.
| Cost of Materials and Other | Direct Operating Expenses (1) | |||||||
(1)Exclusive of depreciation and amortization expense.
Cost of Materials and Other - For the three months ended March 31, 2025, cost of materials and other was $27.9 million compared to $25.3 million for the three months ended March 31, 2024. This increase was driven primarily by higher natural gas prices and freight expenses, partially offset by lower pet coke prices and favorable inventory impacts in the current period.
Direct Operating Expenses (exclusive of depreciation and amortization) - For the three months ended March 31, 2025, direct operating expenses (exclusive of depreciation and amortization) was $54.5 million compared to $55.7 million for the three months ended March 31, 2024. This decrease was primarily a result of decreased repairs and maintenance costs and favorable inventory impacts, partially offset by increased utility costs from higher natural gas prices in the current period.
| Depreciation and Amortization | Selling, General, and Administrative Expenses | |||||||
Depreciation and Amortization Expense - For the three months ended March 31, 2025, depreciation and amortization expense was $18.0 million compared to $19.3 million for the three months ended March 31, 2024. This decrease was primarily due to a decrease in accelerated depreciation related to planned asset retirements by the end of 2024, including granular plant production assets, partially offset by fluctuations in depreciation capitalized to inventory and asset additions to property, plant, and equipment in the current period.
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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 March 31, 2025 and 2024:
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 on-going operations or that may obscure our underlying results and trends.
Available Cash for Distribution - EBITDA for the quarter excluding noncash 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.
Non-GAAP Reconciliations
Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Available Cash for Distribution
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Net income | $ | 27,088 | $ | 12,579 | |||||||
| Interest expense, net | 7,726 | 7,665 | |||||||||
| Income tax benefit | — | (25) | |||||||||
| Depreciation and amortization | 18,041 | 19,291 | |||||||||
| EBITDA and Adjusted EBITDA | 52,855 | 39,510 | |||||||||
| Adjustments (Reserves)/Releases: | |||||||||||
| Accrued interest expense (excluding capitalized interest) | (8,959) | (8,485) | |||||||||
Future operating needs (1) | (8,000) | — | |||||||||
Capital expenditures (2) | (11,593) | (8,547) | |||||||||
Turnaround expenditures, net (3) | (2,822) | (3,325) | |||||||||
Equity method investment (4) | 2,444 | 1,192 | |||||||||
Available cash for distribution (5) | $ | 23,925 | $ | 20,345 | |||||||
| Common units outstanding | 10,570 | 10,570 | |||||||||
(1)Amount consists of reserves established by the Board for potential future cash needs related to nitrogen fertilizer seasonality and feedstock price volatility.
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(2)Amount consists of maintenance capital expenditures, including additional reserves for future growth projects of $7.9 million and $4.3 million for the three months ended March 31, 2025 and March 31, 2024.
(3)Amount consists of reserves for periodic, planned turnarounds, net of expenditures incurred in the period.
(4)Amount consists of distributions received by the Partnership adjusted for the amortization of deferred revenue related to the joint venture created to monetize certain tax credits under Section 45Q of the Internal Revenue Code of 1986 (“45Q Transaction”).
(5)Amount represents the cumulative available cash for distribution based on full year results. However, available cash for distribution is calculated quarterly, with distributions (if any) being paid in the following period. The Partnership declared and paid a cash distribution of $1.75 related to the fourth quarter of 2024 and declared a cash distribution of $2.26 per common unit related to the first quarter of 2025 to be paid in May 2025.
Liquidity and Capital Resources
Our principal source of liquidity has historically been and continues to be cash from operations, which can include cash advances from customers resulting from prepay contracts. Our principal uses of cash are for working capital, capital and turnaround expenditures, funding our debt service obligations, and paying distributions to our unitholders.
When considering the market conditions and current geopolitical matters, we currently believe that our cash from operations and existing cash and cash equivalents, along with borrowings and reserves, as necessary, will be sufficient to satisfy anticipated cash requirements associated with our existing operations for at least the next 12 months. However, our future capital expenditures and other cash requirements could be higher than we currently expect as a result of various factors including, but not limited to, rising material and labor costs, other inflationary pressures, and interest rate fluctuations. Additionally, potential supply chain disruptions, geopolitical and economy instability, volatility in commodity prices, and changes in regulatory policies could adversely affect our operations. Our ability to generate sufficient cash from our operating activities and secure additional financing depends on our future performance, which is subject to operating performance, as well as general economic, political, financial, competitive, and other factors, some of which may be beyond our control. Furthermore, changes in the U.S trade policies, shifts in global demand and tightening credit market conditions could impact our financial stability.
Depending on the needs of our business, contractual limitations, and market conditions, we may from time to time seek to issue equity securities, incur additional debt, issue debt securities, or redeem, repurchase, refinance, or retire our outstanding debt through privately negotiated transactions, open market repurchases, redemptions, exchanges, tender offers or otherwise. There can be no assurance that we will seek to do any of the foregoing or that we will be able to do any of the foregoing on terms acceptable to us or at all.
The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of March 31, 2025 and through date of filing, as applicable.
Cash and Other Liquidity
As of March 31, 2025, we had cash and cash equivalents of $121.8 million, and combined with $50.0 million available under our ABL Credit Facility, we had total liquidity of $171.8 million as of March 31, 2025. As of December 31, 2024, we had $90.9 million in cash and cash equivalents and, combined with $38.9 million available under our ABL Credit Facility, we had total liquidity of $129.8 million.
Long-term debt consisted of the following:
| (in thousands) | March 31, 2025 | December 31, 2024 | |||||||||
6.125% Senior Secured Notes, due June 2028 | $ | 550,000 | $ | 550,000 | |||||||
| Unamortized debt issuance costs | (2,012) | (2,152) | |||||||||
| Total long-term debt | $ | 547,988 | $ | 547,848 | |||||||
As of March 31, 2025, the Partnership had outstanding the 6.125% Senior Secured Notes, due June 2028 and the ABL Credit Facility, the proceeds of which may be used to fund working capital, capital expenditures, and for other general corporate purposes. Refer to Part II, Item 8, Note 8 (“Long-Term Debt”) of our 2024 Form 10-K for further information.
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Capital Spending
We divide capital spending needs into two categories: maintenance and growth. Maintenance capital spending includes non-discretionary maintenance projects and projects required to comply with environmental, health, and safety regulations. Growth capital projects generally involve an expansion of existing capacity, reliability improvements, and/or a reduction in direct operating expenses. We undertake growth capital spending based on the expected return on incremental capital employed, which is typically funded by reserves taken in prior years.
Our total capital expenditures for the three months ended March 31, 2025, along with our estimated expenditures for 2025 are as follows:
| Three Months Ended March 31, | Estimated full year | ||||||||||
| (in thousands) | 2025 | 2025 | |||||||||
| Maintenance capital | $ | 3,693 | $40,000 - 45,000 | ||||||||
| Growth capital | 2,239 | 10,000 - 15,000 | |||||||||
| Total capital expenditures | $ | 5,932 | $50,000 - 60,000 | ||||||||
Our estimated capital expenditures are subject to change due to changes in capital projects’ cost, scope, and completion time. For example, we may experience changes in labor or equipment costs necessary to comply with government regulations or to complete projects that sustain or improve the profitability of the Facilities. We may also accelerate or defer some capital expenditures from time to time. The Board determines capital spending for CVR Partners. We will continue to monitor market conditions and make adjustments, if needed, to our current capital spending or turnaround plans.
The next planned turnarounds are currently scheduled to commence in the fourth quarter of 2025 at the Coffeyville Facility, costing approximately $15 million and lasting 30 days, and in 2026 at the East Dubuque Facility. Turnaround costs are not capitalized, but instead are expensed as incurred, and are expected to be funded through cash reserves taken during the three years preceding the turnaround.
Cash Requirements
There have been no material changes to the cash requirements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, outside the ordinary course of business.
Distributions to Unitholders
The current policy of the Board is to distribute all Available Cash for Distribution, as determined by the Board in its sole discretion, the Partnership generates on a quarterly basis. The Board will determine Available Cash for Distribution for each quarter following the end of such quarter. Available Cash for Distribution for each quarter is calculated as EBITDA for the quarter excluding noncash 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 releasing previously established cash reserves, if any, and other excess cash, at the discretion of the Board.
Distributions, if any, including the payment, amount, and timing thereof, and the Board’s distribution policy, including the definition of Available Cash for Distribution and reserves relating thereto, are subject to change at the discretion of the Board. The following tables present quarterly distributions paid by the Partnership to CVR Partners’ unitholders, including amounts
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paid to CVR Energy, during 2025 and 2024 (amounts presented in the table below may not add to totals presented due to rounding):
Quarterly Distributions Paid (in thousands) | ||||||||||||||||||||||||||||||||
| Related Period | Date Paid | Quarterly Distributions Per Common Unit | Public Unitholders | CVR Energy | Total | |||||||||||||||||||||||||||
2024 - 4th Quarter | March 10, 2025 | $ | 1.75 | $ | 11,686 | $ | 6,811 | $ | 18,497 | |||||||||||||||||||||||
Total 2025 quarterly distributions | $ | 1.75 | $ | 11,686 | $ | 6,811 | $ | 18,497 | ||||||||||||||||||||||||
2023 - 4th Quarter | March 11, 2024 | $ | 1.68 | $ | 11,218 | $ | 6,539 | $ | 17,757 | |||||||||||||||||||||||
2024 - 1st Quarter | May 20, 2024 | 1.92 | 12,821 | 7,472 | 20,293 | |||||||||||||||||||||||||||
2024 - 2nd Quarter | August 19, 2024 | 1.90 | 12,688 | 7,395 | 20,082 | |||||||||||||||||||||||||||
2024 - 3rd Quarter | November 18, 2024 | 1.19 | 7,946 | 4,632 | 12,578 | |||||||||||||||||||||||||||
Total 2024 quarterly distributions | $ | 6.69 | $ | 44,673 | $ | 26,037 | $ | 70,710 | ||||||||||||||||||||||||
For the first quarter of 2025, the Partnership, upon approval by the Board on April 28, 2025, declared a distribution of $2.26 per common unit, or approximately $23.9 million, which is payable May 19, 2025 to unitholders of record as of May 12, 2025. Of this amount, CVR Energy and IEP will receive approximately $8.8 million and $0.5 million, respectively, with the remaining amount payable to public unitholders.
Cash Flows
The following table sets forth our cash flows for the periods indicated below:
| Three Months Ended March 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | Change | ||||||||||||||
Net cash flow provided by (used in): | |||||||||||||||||
Operating activities | $ | 55,391 | $ | 42,417 | $ | 12,974 | |||||||||||
Investing activities | (5,807) | (5,317) | (490) | ||||||||||||||
Financing activities | (18,666) | (17,757) | (909) | ||||||||||||||
| Net increase in cash and cash equivalents | $ | 30,918 | $ | 19,343 | $ | 11,575 | |||||||||||
Cash Flows from Operating Activities
The change in net cash flows from operating activities for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily due to an increase in net income of $14.5 million caused by higher sales attributable to favorable UAN and ammonia pricing conditions and sales volumes in the current period.
Cash Flows from Investing Activities
The change in net cash flows from investing activities for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was due to an increase in capital expenditures of $1.8 million during 2025 resulting from an increase in various capital projects in the current period compared to 2024, partially offset by an increase in distributions received from CVR Partners’ equity method investment of $1.2 million in 2025, associated with the 45Q Transaction.
Cash Flows from Financing Activities
The change in net cash flows from financing activities for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was mainly due to an increase in payments related to cash distributions paid of $0.7 million in 2025 compared to 2024.
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Critical Accounting Estimates
Our critical accounting estimates are disclosed in the “Critical Accounting Estimates” section of our 2024 Form 10-K. No modifications have been made during the three months ended March 31, 2025 to these estimates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our market risks as of and for the three months ended March 31, 2025 as compared to the risks discussed in Part II, Item 7A of our 2024 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Partnership has evaluated, under the direction and with the participation of the Executive Chairman, Chief Executive Officer, and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon this evaluation, the Partnership’s Executive Chairman, Chief Executive Officer, and Chief Financial Officer concluded that disclosure controls and procedures were effective as of March 31, 2025.
Changes in Internal Control Over Financial Reporting
There have been no material changes in the Partnership’s internal control over financial reporting required by Rule 13a-15 of the Exchange Act that occurred during the fiscal quarter ended March 31, 2025 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Part I, Item 1, Note 10 (“Commitments and Contingencies”) of this Report, which is incorporated by reference into this Part II, Item 1, for a description of certain litigation, legal, and administrative proceedings and environmental matters.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our 2024 Form 10-K. Additional risks and uncertainties, including risks and uncertainties not presently known to us, or that we currently deem immaterial, could also have an adverse effect on our business, financial condition, and/or results of operations.
Item 5. Other Information
On April 29, 2025, the Compensation Committee of the Board adopted the CVR Partners, LP and Subsidiaries 2025 Performance Based Bonus Plan - Fertilizer (the “2025 UAN Plan”), which applies to all eligible employees of the Partnership and its general partner and subsidiaries (excluding those of CVR Energy and its subsidiaries) and contains terms substantially similar to the CVR Partners, LP and Subsidiaries 2024 Performance Based Bonus Plan - Fertilizer, except that, any payment thereunder, subject to the discretion of the Compensation Committee, would be subject to the achievement of at least 50% of an Adjusted EBITDA Threshold (as defined in the 2025 UAN Plan) and an EBITDA multiplier of between 50% and 150% would be applied to the Partnership performance measures based on the Adjusted EBITDA achieved relative to the Adjusted EBITDA Threshold. The 2025 UAN Plan will be filed with our Quarterly Report on Form 10-Q for the period ending June 30, 2025.
During the three months ended March 31, 2025, no director or officer of the general partner adopted terminated
Item 6. Exhibits
| INDEX TO EXHIBITS | ||||||||
| Exhibit Number | Exhibit Description | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 31.3* | ||||||||
| 31.4* | ||||||||
| 32.1† | ||||||||
| 101* | The following financial information for CVR Partners, LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted Inline XBRL (“Extensible Business Reporting Language”) includes: (1) Condensed Consolidated Balance Sheets (unaudited), (2) Condensed Consolidated Statements of Operations (unaudited), (3) Condensed Consolidated Statements of Partners’ Capital (unaudited), (4) Condensed Consolidated Statements of Cash Flows (unaudited) and (5) the Notes to Condensed Consolidated Financial Statements (unaudited), tagged in detail. | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
| * | Filed herewith. | ||||
| † | Furnished herewith. | ||||
| + | Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. CVR Partners agrees to furnish supplementally an unredacted copy of this exhibit to the SEC upon request. | ||||
| ^ | Denotes management contract or compensatory plan or arrangement. | ||||
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PLEASE NOTE: Pursuant to the rules and regulations of the SEC, we may file or incorporate by reference agreements as exhibits to the reports that we file with or furnish to the SEC. The agreements are filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Partnership, its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Partnership’s public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Partnership, its business or operations on the date hereof.
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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 thereunto duly authorized.
| CVR Partners, LP | |||||||||||
| By: | CVR GP, LLC, its general partner | ||||||||||
| April 29, 2025 | By: | /s/ Dane J. Neumann | |||||||||
| Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary | |||||||||||
| (Principal Financial Officer) | |||||||||||
| April 29, 2025 | By: | /s/ Jeffrey D. Conaway | |||||||||
| Vice President, Chief Accounting Officer and Corporate Controller | |||||||||||
| (Principal Accounting Officer) | |||||||||||
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