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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 endedJune 30, 2022
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

CVR PARTNERS, LP
(Exact name of registrant as specified in its charter)
Delaware
https://cdn.kscope.io/f42a6f62dba77e66329066448707aa17-cvi-20220630_g1.gif
56-2677689
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479
(Address of principal executive offices) (Zip Code)
(281207-3200
(Registrant’s telephone number, including area code)
_____________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common units representing limited partner interestsUANThe New York Stock Exchange

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 filerAccelerated filerNon-Accelerated filer
Smaller reporting companyEmerging 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 July 29, 2022.


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 TABLE OF CONTENTS
CVR PARTNERS, LP - Quarterly Report on Form 10-Q
June 30, 2022

PART I. Financial Information
PART II. Other Information
Condensed Consolidated Statements of Partners’ Capital - Three and Six Months Ended June 30, 2022 and 2021 (unaudited)
Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2022 and 2021 (unaudited)
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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.

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Important Information Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements including, but not limited to, those under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 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 nature of our business and the variable nature of our distributions;
the severity, magnitude, duration, and impact of the novel coronavirus 2019 and any variants thereof (collectively, “COVID-19”) pandemic and of businesses’ and governments’ responses to such pandemic on our operations, personnel, commercial activity, and supply and demand across our and our customers’ and suppliers’ businesses;
changes in market conditions and market volatility arising from the COVID-19 pandemic or inflation, including fertilizer, natural gas, and other commodity prices and the impact of such changes on our operating results and financial position;
the cyclical and seasonal nature of our business;
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 and/or pricing;
the dependence of our operations on a few third-party suppliers, including providers of transportation services, and equipment;
our reliance on, or our ability to procure economically or at all, pet coke we purchase from 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;
the supply, availability, and prices of essential raw materials and the effects of inflation thereupon;
our production levels, including the risk of a material decline in those levels, including our ability to upgrade ammonia to UAN;
product pricing, including contracted sales and our ability to realize market prices, in full or at all;
accidents or other unscheduled shutdowns or interruptions affecting our facilities, machinery, or equipment, or those of our suppliers or customers;
potential operating hazards from accidents, fire, severe weather, tornadoes, floods or other natural disasters;
our ability to obtain, retain, or renew permits, licenses and authorizations to operate our business;
competition in the nitrogen fertilizer business and foreign wheat and coarse grain production, including impacts thereto as a result of farm planting acreage, domestic and global supply and demand, and domestic or international duties tariffs or similar costs;
capital expenditures;
existing and future laws, rulings and regulations, including but not limited to those relating to the environment, climate change, and/or the transportation or production of hazardous chemicals like ammonia, including potential liabilities or capital requirements arising from such laws, rulings, or regulations;
Environmental, Social and Governance (“ESG”) including but not limited to compliance with ESG-related recommendations or directives and risks or impacts relating thereto, whether from regulators, rating agencies, lenders, investors, litigants, customers, vendors, the public or others;
alternative energy or fuel sources and impacts on corn prices (ethanol), and the end-use and application of fertilizers;
risks of terrorism, cybersecurity attacks, the security of chemical manufacturing facilities and other matters beyond our control;
political disturbances, geopolitical instability and tensions, and associated changes in global trade policies and economic sanctions, including, but not limited to, in connection with Russia’s invasion of Ukraine in February 2022 and any ongoing conflicts in the region;
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;
risks associated with third party operation of or control over important facilities necessary for operation of our nitrogen fertilizer facilities;
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;
June 30, 2022 | 3

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our potential inability to successfully implement our business strategies, including the completion of significant capital programs or projects;
our reliance on CVR Energy’s senior 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;
our ability to continue to license the technology used in our operations;
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 and turnarounds at our fertilizer facilities;
restrictions in our debt agreements;
asset impairments and impacts thereof;
asset useful life;
realizable inventory value;
the number of investors willing to hold or acquire our common units;
our ability to issue securities or obtain financing;
changes in tax and other law, regulations and policies;
ability to qualify for and receive the benefit of 45Q tax credits;
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;
instability and volatility in the capital, credit and commodities markets and in the global economy, including due to the ongoing Russia-Ukraine conflict;
competition with CVR Energy and its affiliates;
transactions and/or conflicts with CVR Energy’s controlling shareholder;
the value of payouts under our equity and non-equity incentive plans; and
our ability to recover under our insurance policies for damages or losses in full or at all; 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, 2021 and our other filings with the U.S. Securities and Exchange Commission (the “SEC”).
All forward-looking statements included in this Report are based on information available to us on the date of this Report. Except as required by law, we undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.

Information About Us

Investors should note that we make available, free of charge on our website at cvrenergy.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.

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

CVR PARTNERS, LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands)June 30, 2022December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents$156,312 $112,516 
Accounts receivable35,998 88,351 
Inventories85,402 52,270 
Prepaid expenses and other current assets5,659 9,108 
Total current assets283,371 262,245 
Property, plant, and equipment, net820,940 850,462 
Other long-term assets14,489 14,351 
Total assets$1,118,800 $1,127,058 
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable$49,928 $41,504 
Accounts payable to affiliates11,713 8,895 
Deferred revenue4,196 87,060 
Other current liabilities29,960 24,401 
Total current liabilities95,797 161,860 
Long-term liabilities:
Long-term debt, net546,558 610,642 
Other long-term liabilities15,259 12,358 
Total long-term liabilities561,817 623,000 
Commitments and contingencies (See Note 11)
Partners’ capital:
Common unitholders, 10,569,637 and 10,681,332 units issued and outstanding at June 30, 2022 and December 31, 2021, respectively
461,185 342,197 
General partner interest1 1 
Total partners’ capital461,186 342,198 
Total liabilities and partners’ capital$1,118,800 $1,127,058 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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CVR PARTNERS, LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except per unit data)2022202120222021
Net sales
$244,000 $138,025 $466,874 $198,945 
Operating costs and expenses:
Cost of materials and other
40,984 26,094 71,230 43,860 
Direct operating expenses (exclusive of depreciation and amortization)
48,767 53,291 109,084 90,366 
Depreciation and amortization
21,220 21,119 40,686 35,242 
Cost of sales
110,971 100,504 221,000 169,468 
Selling, general and administrative expenses
7,008 6,802 15,752 12,692 
Loss on asset disposal93 405 267 477 
Operating income125,928 30,314 229,855 16,308 
Other (expense) income:
Interest expense, net
(8,308)(23,334)(18,343)(39,251)
Other income, net81 40 108 4,598 
Income (loss) before income tax expense117,701 7,020 211,620 (18,345)
Income tax expense119  377 19 
Net income (loss)$117,582 $7,020 $211,243 $(18,364)
Basic and diluted earnings (loss) per unit$11.12 $0.66 $19.90 $(1.72)
Distributions declared per common unit
$2.26 $ $7.50 $ 
Weighted-average common units outstanding:
Basic and Diluted
10,570 10,681 10,617 10,688 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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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)IssuedAmount
Balance at December 31, 202110,681,332 $342,197 $1 $342,198 
Cash distributions to common unitholders - Affiliates (20,394)— (20,394)
Cash distributions to common unitholders - Non-affiliates (35,576)— (35,576)
Repurchase of common units(111,695)(12,398)— (12,398)
Net income 93,661 — 93,661 
Balance at March 31, 202210,569,637 367,490 $1 367,491 
Cash distributions to common unitholders - Affiliates
 (8,796) (8,796)
Cash distributions to common unitholders - Non-affiliates
 (15,091) (15,091)
Net income 117,582  117,582 
Balance at June 30, 202210,569,637 $461,185 $1 $461,186 

Common Units General
Partner
Interest
Total Partners’ Capital
(in thousands, except unit data)IssuedAmount
Balance at December 31, 202010,705,710 $314,240 $1 $314,241 
Repurchase of common units(24,378)(529)— (529)
Net loss— (25,384)— (25,384)
Balance at March 31, 202110,681,332 288,327 $1 288,328 
Net income— 7,020 — 7,020 
Balance at June 30, 202110,681,332 $295,347 $1 $295,348 

The accompanying notes are an integral part of these condensed consolidated financial statements.


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CVR PARTNERS, LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended June 30,
(in thousands)20222021
Cash flows from operating activities:
Net income (loss)$211,243 $(18,364)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization40,686 35,242 
Share-based compensation11,353 9,971 
Loss on extinguishment of debt628 7,763 
Other adjustments958 2,808 
Change in assets and liabilities:
Current assets and liabilities(48,892)(15,852)
Non-current assets and liabilities(365)1,411 
Net cash provided by operating activities215,611 22,979 
Cash flows from investing activities:
Capital expenditures (13,771)(5,386)
Proceeds from sale of assets 41 42 
Net cash used in investing activities(13,730)(5,344)
Cash flows from financing activities:
Repurchase of common units(12,398)(529)
Proceeds from issuance of senior secured notes 550,000 
Principal payments on senior secured notes(65,000)(552,240)
Cash distributions to common unitholders - Affiliates(29,190) 
Cash distributions to common unitholders - Non-affiliates(50,667) 
Payment of deferred financing costs(830)(2,554)
Other financing activities (52)
Net cash used in financing activities(158,085)(5,375)
Net increase in cash and cash equivalents43,796 12,260 
Cash and cash equivalents, beginning of period 112,516 30,559 
Cash and cash equivalents, end of period $156,312 $42,819 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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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”). Both 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 June 30, 2022, public common unitholders held approximately 63% of the Partnership’s outstanding limited partner interests; CVR Services, LLC (“CVR Services”), a wholly owned subsidiary of CVR Energy, held approximately 37% of the Partnership’s outstanding limited partner interests; and CVR GP, LLC (“CVR GP” or the “general partner”), a wholly owned subsidiary of CVR Energy, held 100% of the Partnership’s general partner interest. As of June 30, 2022, Icahn Enterprises L.P. and its affiliates owned approximately 71% of the common stock of CVR Energy.

Unit Repurchase Program

On May 6, 2020, the board of directors of the Partnership’s general partner (the “Board”), on behalf of the Partnership, authorized a unit repurchase program (the “Unit Repurchase Program”), which was increased on February 22, 2021. The Unit Repurchase Program, as increased, authorized the Partnership to repurchase up to $20 million of the Partnership’s common units. During the three months ended June 30, 2022 and 2021, the Partnership did not repurchase any common units. During the six months ended June 30, 2022 and 2021, the Partnership repurchased 111,695 and 24,378 common units, respectively, on the open market in accordance with a repurchase agreement under Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended, at a cost of $12.4 million and $0.5 million, respectively, exclusive of transaction costs, or an average price of $110.98 and $21.69 per common unit, respectively. As of June 30, 2022, the Partnership, considering all repurchases made since inception of the Unit Repurchase Program, had a nominal amount in authority remaining under the Unit Repurchase Program. This Unit Repurchase Program does not obligate the Partnership to repurchase any common units and may be cancelled or terminated by the Board at any time.

Management and Operations

The Partnership, including CVR GP, is managed by a combination of the Board, the general partner’s executive officers, CVR Services (as sole member of the general partner), and certain officers of CVR Energy, pursuant to the Partnership Agreement, as well as a number of agreements among the Partnership, CVR GP, CVR Energy, and certain of their respective subsidiaries, including a services agreement. See Part II, Item 8 of CVR Partners’ Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 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.

(2) Basis of Presentation

The accompanying condensed consolidated financial statements have been 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”). These condensed consolidated financial statements should be read in conjunction with the December 31, 2021 audited consolidated financial statements and notes thereto included in the 2021 Form 10-K.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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.

Certain reclassifications have been made within the condensed consolidated financial statements for prior periods to conform with current presentation.

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. 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, 2022 or any other interim or annual period.

(3) Recent Accounting Pronouncements

Recent Accounting Pronouncements - New Accounting Standards Issued But Not Yet Implemented

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. This guidance applies to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates. The guidance is effective beginning on March 12, 2020 through the sunset date of Topic 848, which is currently expected to occur on December 31, 2022. The Partnership has not utilized any of the optional expedients or exceptions available under this guidance and will continue to assess whether this guidance is applicable throughout the effective period.

(4) Inventories

Inventories consisted of the following:
(in thousands)June 30, 2022December 31, 2021
Finished goods$38,930 $17,141 
Raw materials1,803 833 
Parts, supplies and other44,669 34,296 
Total inventories$85,402 $52,270 

(5) Property, Plant and Equipment

Property, plant and equipment consisted of the following:
(in thousands)June 30, 2022December 31, 2021
Machinery and equipment $1,413,757 $1,410,203 
Buildings and improvements 17,598 17,598 
Automotive equipment 16,403 16,433 
Land and improvements 14,604 14,199 
Construction in progress 23,889 14,167 
Other1,914 2,221 
1,488,165 1,474,821 
Less: Accumulated depreciation and amortization(667,225)(624,359)
Total property, plant and equipment, net$820,940 $850,462 

During the six months ended June 30, 2022, the Partnership had not identified the existence of an impairment indicator for our long-lived asset groups as outlined under Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(6) Leases

Lease Overview

We lease railcars and certain facilities to support the Partnership’s operations. Most of our leases include one or more renewal options to extend the lease term from one to 20 years or more, which can be exercised at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain of our lease agreements include rental payments which are adjusted periodically for factors such as inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Additionally, we do not have any material lessor or sub-leasing arrangements.

Balance Sheet Summary as of June 30, 2022 and December 31, 2021

The following tables summarize the right-of-use (“ROU”) asset and lease liability balances for the Partnership’s operating and finance leases at June 30, 2022 and December 31, 2021:
June 30, 2022December 31, 2021
(in thousands)Operating LeasesFinance LeasesOperating LeasesFinance Leases
ROU asset, net
Railcars$4,152 $ $4,570 $ 
Real estate and other2,565  2,755 34 
Lease liability
Railcars4,152  4,570  
Real estate and other562  665  

Lease Expense Summary for the Three and Six Months Ended June 30, 2022 and 2021

We recognize lease expense on a straight-line basis over the lease term and short-term lease expense within Direct operating expenses (exclusive of depreciation and amortization). For the three and six months ended June 30, 2022 and 2021, we recognized lease expense comprised of the following components:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2022202120222021
Operating lease expense$1,098 $1,004 $2,157 $1,920 
Finance lease expense:
Amortization of ROU asset8 29 34 51 
Interest expense on lease liability   1 
Short-term lease expense767 430 1,532 590 

Lease Terms and Discount Rates

The following outlines the remaining lease terms and discount rates used in the measurement of the Partnership’s ROU assets and lease liabilities at June 30, 2022 and December 31, 2021:
June 30, 2022December 31, 2021
Operating LeasesFinance LeasesOperating LeasesFinance Leases
Weighted-average remaining lease term2.6 years0.0 years2.1 years0.0 years
Weighted-average discount rate4.8 % %5.1 % %

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Maturities of Lease Liabilities

The following summarizes the remaining minimum operating lease payments through maturity of the Partnership’s liabilities at June 30, 2022. There were no finance lease payments remaining at June 30, 2022.
(in thousands)Operating Leases
Remainder of 2022$1,590 
20231,621 
2024937 
2025522 
2026261 
Thereafter65 
Total lease payments 4,996 
Less: imputed interest(282)
Total lease liability$4,714 

On February 21, 2022, CRNF entered into the First Amendment to the On-Site Product Supply Agreement with Messer LLC (“Messer”), which amended the July 31, 2020 On-Site Product Supply Agreement (as amended, the “Messer Agreement”). Under the Messer Agreement, among other obligations, Messer is obligated to supply and make certain capital improvements during the term of the Messer Agreement, and CRNF is obligated to take as available and pay for, oxygen, nitrogen, and compressed dry air from Messer’s facility. This arrangement for CRNF’s purchase of oxygen, nitrogen, and dry air from Messer does not meet the definition of a lease under FASB ASC Topic 842, Leases (“Topic 842”), as CRNF does not expect to receive substantially all of the output of Messer’s on-site production from its air separation unit over the life of the Messer Agreement. The Messer Agreement also obligates Messer to install a new oxygen storage vessel, related equipment and infrastructure (“Oxygen Storage Vessel” or “Vessel”) to be used solely by the Coffeyville Facility. The arrangement for the use of the Oxygen Storage Vessel meets the definition of a lease under Topic 842, as CRNF will receive all output associated with the Vessel. Based on terms outlined in the Messer Agreement, the Partnership expects the lease of the Oxygen Storage Vessel to be classified as a financing lease with an amount of approximately $25 million being capitalized upon lease commencement when the Vessel is placed in service.

(7) Other Current Liabilities

Other current liabilities consisted of the following:
(in thousands)June 30, 2022December 31, 2021
Share-based compensation$10,605 $5,888 
Personnel accruals5,915 7,920 
Sales incentives3,681 1,555 
Accrued insurance2,969 718 
Operating lease liabilities2,387 3,052 
Accrued taxes other than income taxes1,871 1,744 
Accrued interest1,404 1,654 
Other accrued expenses and liabilities1,128 1,870 
Total other current liabilities$29,960 $24,401 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(8) Long-Term Debt

Long-term debt consists of the following:
(in thousands)June 30, 2022December 31, 2021
9.25% Senior Secured Notes, due June 2023 (1)
$ $65,000 
6.125% Senior Secured Notes, due June 2028 (1)
550,000 550,000 
Unamortized discount and debt issuance costs (2)
(3,442)(4,358)
Total long-term debt$546,558 $610,642 
(1)The $65 million outstanding balance of the 9.25% Senior Secured Notes, due June 2023 (the “2023 Notes”) was paid in full on February 22, 2022 at par, plus accrued and unpaid interest. The estimated fair value of the 2023 Notes was approximately $65.1 million as of December 31, 2021. The estimated fair value of the 6.125% Senior Secured Notes, due June 2028 (the “2028 Notes”) was approximately $486.6 million and $580.3 million as of June 30, 2022 and December 31, 2021, respectively. These estimates of fair value are a Level 2 measurement, as defined by ASC Topic 820 - Fair Value Measurements and Disclosures, as they were determined by quotations obtained from a broker-dealer who makes a market in these and similar securities.
(2)For the three and six months ended June 30, 2022, amortization of the discount on debt and amortization of deferred financing costs reported as Interest expense, net totaled approximately $0.1 million and $0.3 million, respectively, and for the three and six months ended June 30, 2021, Interest expense, net totaled approximately $1.0 million and $2.0 million, respectively.

Credit Agreements
(in thousands)Total Available Borrowing CapacityAmount Borrowed as of June 30, 2022Outstanding Letters of CreditAvailable Capacity as of June 30, 2022Maturity Date
ABL Credit Facility (1) (2)
$35,000 $ $ $35,000 September 30, 2024
(1)Beginning September 30, 2021, loans under the Partnership’s ABL Credit Facility bear interest at an annual rate equal to, at the option of the borrowers, (i) (a) 1.615% plus the daily simple Secured Overnight Financing Rate (“SOFR”) or (b) 0.615% plus a base rate, if our quarterly excess availability is greater than or equal to 75%, (ii) (a) 1.865% plus SOFR or (b) 0.865% plus a base rate, if our quarterly excess availability is greater than or equal to 50% but less than 75%, or (iii) (a) 2.115% plus SOFR or (b) 1.115% plus a base rate, otherwise.
(2)Amortization expense was $0.1 million and $0.1 million for the three and six months ended June 30, 2022, respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2021, respectively.

9.25% Senior Secured Notes due June 2023

On February 22, 2022, the Partnership redeemed all of the outstanding 2023 Notes at par and settled accrued and unpaid interest of approximately $1.1 million through the date of redemption. As a result of this transaction, the Partnership recognized a loss on extinguishment of debt of $0.6 million, which includes the write-off of unamortized deferred financing costs and discount of $0.2 million and $0.4 million, respectively.

Covenant Compliance

The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of June 30, 2022.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(9) Revenue

The following table presents the Partnership’s revenue, disaggregated by major product:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2022202120222021
Ammonia$60,942 $32,097 $102,953 $41,630 
UAN 159,399 87,585 319,006 125,647 
Urea products10,544 6,820 19,767 11,578 
Net sales, exclusive of freight and other230,885 126,502 441,726 178,855 
Freight revenue9,856 8,870 19,071 14,985 
Other revenue3,259 2,653 6,077 5,105 
Net sales$244,000 $138,025 $466,874 $198,945 

Transaction Price Allocated to Remaining Performance Obligations

As of June 30, 2022, the Partnership had approximately $7.7 million of remaining performance obligations for contracts with an original expected duration of more than one year. The Partnership expects to recognize approximately $3.6 million of these performance obligations as revenue by the end of 2022, an additional $3.9 million in 2023, and the remaining balance thereafter.

Contract Balances

The Partnership’s deferred revenue is a contract liability that primarily relates to nitrogen fertilizer sales contracts requiring customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer. Deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional prior to transferring product to the customer. An associated receivable is recorded for uncollected prepaid contract amounts. Contracts requiring prepayment are generally short-term in nature and, as discussed above, revenue is recognized at the point in time in which the customer obtains control of the product.

A summary of the deferred revenue activity for the six months ended June 30, 2022 is presented below:
(in thousands)
Balance at December 31, 2021$87,060 
Add:
New prepay contracts entered into during the period (1)
15,556 
Less:
Revenue recognized that was included in the contract liability balance at the beginning of the period(84,015)
Revenue recognized related to contracts entered into during the period(13,668)
Other changes(737)
Balance at June 30, 2022$4,196 
(1) Includes $15.5 million where payment associated with prepaid contracts was collected as of June 30, 2022.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(10) Share-Based Compensation

A summary of compensation expense for the three and six months ended June 30, 2022 and 2021 is presented below:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2022202120222021
Phantom Unit Awards$(2,259)$5,388 $7,653 $8,533 
Other Awards (1)
1,538 991 3,700 1,438 
Total share-based compensation expense$(721)$6,379 $11,353 $9,971 
(1)Other awards include the allocation of compensation expense for certain employees of CVR Energy and its subsidiaries who perform services for the Partnership under the Corporate Master Services Agreement effective January 1, 2020, as amended on April 12, 2022, with certain subsidiaries of CVR Energy (as amended, the “Corporate MSA”) and the Limited Partnership Agreement and participate in equity compensation plans of CVR Energy.

(11) Commitments and Contingencies

There have been no material changes in the Partnership’s commitments and contingencies disclosed in the 2021 Form 10-K. 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. While it is not possible to predict the outcome of such proceedings, if one or more of them were decided against us, the Partnership believes there would be no material impact on its consolidated financial statements.

The Partnership continues to monitor its contractual arrangements and customer, vendor, and supplier relationships to determine whether and to what extent, if any, the impacts of the COVID-19 pandemic, the Russia-Ukraine conflict, the current global and domestic economic environment, or ongoing price volatility will impair or excuse the performance of the Partnership or its subsidiaries or their customers, vendors, or suppliers under existing agreements. As of June 30, 2022, the Partnership had not experienced a material financial impact from any actual or threatened impairment of or excuse in its or others’ performance under such agreements.

(12) Supplemental Cash Flow Information

Cash flows related to income taxes, interest, leases, and capital expenditures and deferred financing costs included in accounts payable are as follows:
Six Months Ended
June 30,
(in thousands)20222021
Supplemental disclosures:
Cash paid for interest$18,113 $32,872 
Cash paid for income taxes, net of refunds27 31 
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases1,790 1,832 
Operating cash flows from finance leases 1 
Financing cash flows from finance leases 52 
Non-cash investing and financing activities:
Change in capital expenditures included in accounts payable(109)1,470 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(13) Related Party Transactions

Activity associated with the Partnership’s related party arrangements for the three and six months ended June 30, 2022 and 2021 is summarized below.

Related Party Activity
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2022202120222021
Sales to related parties (1)
$124 $82 $172 $301 
Purchases from related parties (2)
14,590 9,819 29,122 17,823 

June 30, 2022December 31, 2021
Due to related parties (3)
$7,612 $3,580 
(1)Sales to related parties, included in Net sales, consist primarily of sales of feedstocks and services to Coffeyville Resources Refining & Marketing, LLC (“CRRM”) under the Master Service Agreement with CRNF (the “Coffeyville MSA”).
(2)Purchases from related parties, included in Cost of materials and other, Direct operating expenses (exclusive of depreciation and amortization), and Selling, general and administrative expenses, consist primarily of pet coke and hydrogen purchased from CRRM under the Coffeyville MSA.
(3)Due to related parties, included in Accounts payable to affiliates, consists primarily of amounts payable for feedstocks and other supplies and services provided by CRRM and CVR Services under the Coffeyville MSA and the Corporate MSA.

Distributions to CVR Partners’ Unitholders

Distributions, if any, including the payment, amount, and timing thereof, are subject to change at the discretion of the Board. The following table presents distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy, during 2022 and 2021.
Distributions Paid (in thousands)
Related PeriodDate PaidDistribution Per
Common Unit
Public UnitholdersCVR EnergyTotal
2021 - 4th Quarter
March 14, 2022$5.24 $35,576 $20,394 $55,970 
2022 - 1st QuarterMay 23, 20222.26 15,091 8,796 23,887 
Total 2022 distributions
$7.50 $50,667 $29,190 $79,857 

Distributions Paid (in thousands)
Related PeriodDate PaidDistribution Per
Common Unit
Public UnitholdersCVR EnergyTotal
2021 - 2nd Quarter
August 23, 2021$1.72 $11,678 $6,694 $18,372 
2021 - 3rd Quarter
November 23, 20212.93 19,893 11,404 31,297 
Total 2021 distributions
$4.65 $31,571 $18,098 $49,669 

There were no distributions declared or paid by the Partnership related to the first quarter of 2021 and fourth quarter of 2020.

For the second quarter of 2022, the Partnership, upon approval by the Board on August 1, 2022, declared a distribution of $10.05 per common unit, or $106.2 million, which is payable August 22, 2022 to unitholders of record as of August 12, 2022. Of this amount, CVR Energy will receive approximately $39.1 million, with the remaining amount payable to public unitholders.




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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 the unaudited condensed consolidated financial statements and related notes and with the statistical information and financial data appearing in this Report, as well as our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 23, 2022 (the “2021 Form 10-K”). Results of operations for the three and six months ended June 30, 2022 and cash flows for the six months ended June 30, 2022 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. Understanding significant external variables, such as market conditions, weather, and seasonal trends, among others, and management actions taken to manage the Partnership, address external variables, among others, which will increase users’ understanding of the Partnership, its financial condition and results of operations. 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. 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”). 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 Values, which articulate the Partnership’s expectations for how it and its employees do business each and every day.

Mission and 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
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our financial donations and the contributions of time, knowledge and talent of our employees to the places where we live and work.

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 plant operations, identifying alternative sources for plant inputs to reduce lost time due to third-party operational constraints, and optimizing our commercial and marketing functions to maintain plant 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.

Achievements

During the first six months of 2022, we successfully executed a number of achievements in support of our strategic objectives shown below through the date of this filing:
SafetyReliabilityMarket CaptureFinancial Discipline
Achieved reductions in environmental events, process safety management tier 1 incidents and total recordable incident rate of 50%, 100% and 77%, respectively, compared to the first six months of 2021
ü
Operated both facilities safelyü
Achieved record UAN production volumes at the Coffeyville Facility in March 2022 through facility upgrades completed in October 2021üü
Declared cash distribution of $10.05 per common unit for the second quarter of 2022, bringing cumulative distributions declared to date of $12.31 per common unit related to the first six months of 2022
üü
Generated over 1 million carbon offset credits related to voluntary Nitrous Oxide abatement at the Coffeyville Facility since 2020ü
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SafetyReliabilityMarket CaptureFinancial Discipline
Completed targeted $95 million debt reduction plan with the repayment of the remaining $65 million balance of the 9.25% Senior Secured Notes, due 2023 (the “2023 Notes”) in the first quarter of 2022 for a total reduction in annual cash interest expense of approximately $9 million
ü
Repurchased over 111,000 common units for $12.4 million
ü

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, among other factors, world grain demand and production levels, changes in world population, the cost and availability of fertilizer transportation infrastructure, weather conditions, the availability of imports, and the extent of government intervention in agriculture markets.
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 market, resulting in price volatility and a reduction in product margins. Moreover, the industry typically experiences seasonal fluctuations in demand for nitrogen fertilizer products.

General Business Environment

COVID-19 - Throughout 2020 and into 2021, the COVID-19 pandemic disrupted the worldwide economy, financial markets, and the energy and fertilizer industries. Actions taken by the U.S. government to provide stimulus to individuals and businesses have helped mitigate the impacts of the downturn caused by COVID-19, and we continue to see businesses resuming operations and the lifting of governmental restrictions. However, despite worldwide advances in containment of the virus and economic market recovery in 2021 and 2022, COVID-19 remains a dynamic and continuously evolving situation with unknown short and long-term economic challenges that could reverse any recent improvements. Further, the spread of variants of COVID-19 could cause restrictions to be reinstated, and the extent to which the pandemic may impact our business, financial condition, liquidity, or results of operations cannot be determined at this time.

Russia-Ukraine Conflict - In February 2022, Russia invaded Ukraine, significantly impacting global fertilizer and agriculture markets. The Black Sea is a major export point for nitrogen fertilizer and grains from Russia and Ukraine. Since the invasion began, the Black Sea has been closed to exports which prompted tightening global supply conditions for nitrogen fertilizer in advance of spring planting and for wheat and corn availability, as Russia and Ukraine are major wheat exporters and Ukraine is a major corn exporter. Expectations are that planted acres in Ukraine will be much lower in 2022 due to lack of planting inputs, fuel, and workers to complete the planting of crops. The ability to export grains from the Ukraine, particularly wheat, continue to be restricted due to lack of access to export terminals in the Black Sea and limited rail or trucking capacity. Additionally, many Western countries have formally or informally adopted sanctions on a number of Russian exports and individuals affiliated with Russian government leadership. While fertilizers have not been formally sanctioned, many Western customers are either unwilling to purchase Russian fertilizers or logistics make it too costly to import Russian fertilizers. Additionally, natural gas supplied from Russia to Western Europe has been constrained and prices have remained elevated since September 2021, causing a significant portion of European nitrogen fertilizer production capacity to be curtailed or costs to be elevated compared to competitors in other regions of the world. Overall, these events have caused grain and fertilizer prices to rise, and we currently expect these conditions to persist for the remainder of 2022. The ultimate outcome of the Russia-Ukraine conflict and any associated market disruptions are difficult to predict and may affect our business in unforeseen ways.

The Partnership believes the general business environment in which it operates will continue to remain volatile throughout 2022, driven by uncertainty around the availability and prices of its feedstocks, demand for its products, inflation, and global supply disruptions. As a result, future operating results and current and long-term financial conditions could be negatively
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impacted if economic conditions decline and remain volatile. Due to the uncertainty of the global recovery, including its duration, timing, and strength, the Partnership is not able at this time to predict the extent to which these events may have a material, or any, effect on its financial or operational results in future periods.

Market Indicators

While there is risk of shorter-term volatility given the inherent nature of the commodity cycle, 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 U.S. 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 evident by the chart presented below as of June 30, 2022.

The relationship between the total acres planted for both corn and soybean 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 12 billion pounds of soybean oil is expected to be used in producing cleaner renewables in marketing year 2022/2023. Multiple refiners have announced renewable diesel expansion projects for 2022 and beyond, which will only increase the demand for soybeans and potentially for corn and canola.

The United States Department of Agriculture (“USDA”) estimates that in spring 2022 farmers planted 89.9 million corn acres, representing a decrease of 3.7% as compared to 93.4 million corn acres in 2021. Planted soybean acres are estimated to be 88.3 million, representing a 1.3% increase as compared to 87.2 million soybean acres in 2021. The combined corn and soybean planted acres of 178.2 million is in line with the acreage planted in 2021, which was the highest in history. Due to higher input costs for corn planting and increased demand for soybeans, particularly for renewable diesel production, it was more favorable for farmers to plant soybeans compared to corn. The lower planted corn acres in 2022 is expected to be supportive of corn prices for 2022 and 2023.

Ethanol is blended with gasoline to meet renewable fuel standard requirements and for its octane value. Ethanol production has historically consumed approximately 35% of the U.S. corn crop, so demand for corn generally rises and falls with ethanol demand, as evidenced by the charts below, through June 30, 2022.
U.S. Plant Production of Fuel Ethanol (1)
Corn and Soybean Planted Acres (2)
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(1)Information used within this chart was obtained from the U.S. Energy Information Administration (“EIA”) through June 30, 2022.
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(2)Information used within this chart was obtained from the USDA, National Agricultural Statistics Services as of June 30, 2022.

Weather continues to be a critical variable for crop production. Even with high planted acres and trendline yields per acre in the U.S., inventory levels for corn and soybeans remain below historical levels and prices have remained elevated. With tight grain and fertilizer inventory levels driven by the war in Ukraine, prices for grains and fertilizers are expected to remain elevated throughout 2022. While the weather conditions were difficult early in spring 2022, farmers were able to complete the crop planting later than normal. Demand for nitrogen fertilizer, as well as other crop inputs, was strong for the spring 2022 planting season.

On June 30, 2021, CF Industries Nitrogen, L.L.C., Terra Nitrogen, Limited Partnership, and Terra International (Oklahoma) LLC filed petitions with the U.S. Department of Commerce (“USDOC”) and the U.S. International Trade Commission (the “ITC”) requesting the initiation of antidumping and countervailing duty investigations on imports of UAN from Russia and Trinidad and Tobago (“Trinidad”). Following investigations by both USDOC and the ITC, on November 30, 2021, USDOC determined that UAN imports from Russia are unfairly subsidized at rates ranging from 9.66% to 9.84% and UAN imports from Trinidad are unfairly subsidized at a rate of 1.83%. On January 27, 2022, USDOC found that Russian UAN imports are sold at less than fair value into the U.S. market at rates ranging from 9.15% to 127.19% and that Trinidadian UAN imports at a rate of 63.08%. On June 21, 2022, USDOC issued its final affirmative determinations in anti-dumping and countervailing duty investigations where it found that imports from Russia are dumped at rates ranging from 8.16% to 122.93% and unfairly subsidized at rates ranging from 6.27% to 9.66%. Additionally, USDOC found that imports from Trinidad are dumped at a rate of 111.71% and unfairly subsidized at a rate of 1.83%. On July 18, 2022, the ITC made a negative final injury determination concerning its investigation of imports from Russia and Trinidad despite USDOC’s final determination in June that UAN is subsidized and dumped in the U.S. market by producers in both countries. As the result of this decision, we expect world trade flows of UAN to return to pre-investigation patterns.

The charts below show relevant market indicators by month through June 30, 2022:
Ammonia and UAN Market Pricing (1)
Natural Gas and Pet Coke Market Pricing (1)
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(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.

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.

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The charts presented below summarize our ammonia utilization rates on a consolidated basis for the three and six months ended June 30, 2022 and 2021. 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 adjusted for planned maintenance and turnarounds.

Utilization is presented solely on ammonia production rather than 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 efforts primarily focused on ammonia upgrade capabilities, we believe this measure provides a meaningful view of how well we operate.
Consolidated Ammonia UtilizationConsolidated Ammonia Utilization
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On a consolidated basis for the three and six months ended June 30, 2022, utilization decreased to 89% and 88%, respectively. The decreases during the current periods were primarily due to unplanned downtime in 2022 associated with the Messer air separation plant (“Messer”) at the Coffeyville Facility and various pieces of equipment at the East Dubuque Facility.

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. Total product sales volumes were unfavorable, driven by lower production at the Coffeyville Facility due to reduced downtime from Messer outages and various pieces of equipment at the East Dubuque Facility in 2022, as compared to 2021. For the three and six months ended June 30, 2022, total product sales were favorable, driven by sales price increases of 193% and 202%, respectively, for ammonia and 134% and 154%, respectively, for UAN. Ammonia and UAN sales prices were favorable primarily due to lower fertilizer supply driven by production outages from Hurricane Ida in August and September 2021, increased industry turnaround activity, energy shortages in Europe and Asia, and the impacts from the Russia-Ukraine conflict, coupled with higher crop pricing. 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.

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Operating Highlights for the Three Months Ended June 30, 2022 versus June 30, 2021
Sales (thousand tons)
Product Pricing at Gate ($ per ton)
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Operating Highlights for the Six Months Ended June 30, 2022 versus June 30, 2021
Sales (thousand tons)
Product Pricing at Gate ($ per ton)
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Production Volumes - Gross tons produced for ammonia represent the total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represent the ammonia available for sale that was not upgraded into other fertilizer products. The table below presents these metrics for the three and six months ended June 30, 2022 and 2021:
 Three Months Ended
June 30,
 Six Months Ended
June 30,
(in thousands of tons)2022 2021 2022 2021
Ammonia (gross produced)193 217 380 404 
Ammonia (net available for sale)50 70 102 140 
UAN331 334 648 606 

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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 both facilities for the three and six months ended June 30, 2022 and 2021:
 Three Months Ended
June 30,
 Six Months Ended
June 30,
2022 2021 2022 2021
Petroleum coke used in production (thousand tons)
116 134 224 262 
Petroleum coke (dollars per ton)
$49.91 $36.69 $53.06 $39.73 
Natural gas used in production (thousands of MMBtu) (1)
1,936 2,154 3,697 4,036 
Natural gas used in production (dollars per MMBtu) (1)
$7.34 $3.04 $6.48 $3.07 
Natural gas in cost of materials and other (thousands of MMBtu) (1)
1,707 2,711 3,235 3,650 
Natural gas in cost of materials and other (dollars per MMBtu) (1)
$5.98 $3.06 $5.81 $3.03 
(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 and Six Months Ended June 30, 2022 and 2021

For the three months ended June 30, 2022, the Partnership’s operating income and net income were $125.9 million and $117.6 million, respectively, representing improvements of $95.6 million and $110.6 million, respectively, compared to the three months ended June 30, 2021. For the six months ended June 30, 2022, the Partnership’s operating income and net income were $229.9 million and $211.2 million, respectively, representing a $213.6 million and $229.6 million increase in operating income and net income, respectively, compared to the six months ended June 30, 2021. These increases for both periods were primarily driven by higher product sales prices for UAN and ammonia compared to the prior periods.
Net Sales
Operating Income
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Net Income (Loss)
EBITDA (1)
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(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.

Net Sales - For the three months ended June 30, 2022, net sales increased by $106.0 million to $244.0 million compared to the three months ended June 30, 2021. This increase was primarily due to favorable UAN and ammonia pricing conditions which contributed $131.6 million in higher revenues, partially offset by decreased sales volumes which contributed $31.0 million in lower revenues, as compared to the three months ended June 30, 2021.

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 June 30, 2022 as compared to the three months ended June 30, 2021:
(in thousands)Price
 Variance
Volume
 Variance
UAN$91,454 $(19,640)
Ammonia40,191 (11,345)

The $779 and $318 per ton increases in ammonia and UAN sales pricing, respectively, for the three months ended June 30, 2022, as compared to the three months ended June 30, 2021, were primarily attributable to continued tight market conditions following the production outages related to Hurricane Ida in 2021, heightened turnaround activity during the summer of 2021, energy shortages in Europe and Asia, and further supply concerns due to the Russia-Ukraine conflict, coupled with higher crop pricing. The decrease in UAN and ammonia sales volumes for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 was primarily attributable to lower production due to unplanned downtime associated with the Messer outages at the Coffeyville Facility and various pieces of equipment at the East Dubuque Facility in 2022.

For the six months ended June 30, 2022, net sales increased by $268.0 million to $466.9 million compared to the six months ended June 30, 2021. This increase was primarily due to favorable UAN and ammonia pricing conditions which contributed $262.3 million in higher revenues, partially offset by decreased sales volumes which contributed $7.6 million in lower revenues, as compared to the six months ended June 30, 2021.

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 six months ended June 30, 2022 as compared to the six months ended June 30, 2021:
(in thousands)Price
 Variance
Volume
 Variance
UAN$193,428 $(69)
Ammonia68,847 (7,524)

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The $754 and $318 per ton increases in ammonia and UAN sales pricing, respectively, for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021 were primarily attributable to continued tight market conditions following the production outages related to Hurricane Ida in 2021, heightened turnaround activity during the summer of 2021, energy shortages in Europe and Asia, and further supply concerns due to the Russia-Ukraine conflict, coupled with higher crop pricing. The depressed ammonia sales volumes for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 was primarily attributable to a higher rate of ammonia production converted to UAN for sale, along with lower ammonia production due to unplanned downtime associated with the Messer outages at the Coffeyville Facility and various pieces of equipment at the East Dubuque Facility in 2022.
Cost of Materials and Other
Direct Operating Expenses (1)
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(1)Exclusive of depreciation and amortization expense.

Cost of Materials and Other - For the three and six months ended June 30, 2022, cost of materials and other was $41.0 million and $71.2 million, respectively, compared to $26.1 million and $43.9 million for the three and six months ended June 30, 2021, respectively. For the three and six months ended June 30, 2022, increased costs were comprised primarily of $11.5 million and $13.3 million increases in purchases of nitrogen and ammonia, respectively, $7.7 million and $11.8 million increases in natural gas pricing and usage at the East Dubuque Facility, respectively, $1.6 million and $4.6 million increases in distribution costs driven by freight, respectively, and $1.0 million and $2.3 million increases in pet coke and hydrogen feedstock costs at the Coffeyville Facility, respectively. The increases were partially offset by a higher build in inventories contributing $7.1 million and $4.6 million, respectively.

Direct Operating Expenses (exclusive of depreciation and amortization) - For the three months ended June 30, 2022, direct operating expenses (exclusive of depreciation and amortization) were $48.8 million, compared to $53.3 million for the three months ended June 30, 2021. The decrease was primarily due to lower personnel costs, mostly attributable to share-based compensation, of $4.7 million, as a result of a decrease in market prices for CVR Partners’ common units during the current period, and a higher build in inventories contributing $13.7 million. These decreases were partially offset by rising natural gas prices of $7.2 million, increased repairs and maintenance expenses due to outages of $4.0 million, increased operating materials, office costs and rent of $1.1 million, incurring turnaround expenses of $0.9 million, and increased insurance costs of $0.8 million.

For the six months ended June 30, 2022, direct operating expenses (exclusive of depreciation and amortization) were $109.1 million, compared to $90.4 million for the six months ended June 30, 2021. The increase was primarily due to rising natural gas prices of $11.2 million, increased repairs and maintenance expenses due to outages of $7.1 million, higher electricity pricing and usage of $2.4 million, increased insurance costs of $2.4 million, incurring turnaround expenses of $1.5 million, increased operating materials of $1.3 million, and higher personnel costs, mostly attributable to share-based compensation, of $1.0 million, as a result of an increase in market prices for CVR Partners’ common units during the current period. These increases are partially offset by a higher build in inventories contributing $8.1 million.
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Depreciation and AmortizationSelling, General and Administrative Expenses, and Other
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Depreciation and Amortization Expense - For the three and six months ended June 30, 2022, depreciation and amortization expense was $21.2 million and $40.7 million, respectively, compared to $21.1 million and $35.2 million for the three and six months ended June 30, 2021, respectively. These increases were primarily due to inventory changes and an increase in accelerated depreciation related to projects to be completed by 2025 that will retire assets earlier than their original expected useful life, coupled with additions to property, plant, and equipment during the current year.

Selling, General, and Administrative Expenses, and Other - For the three months ended June 30, 2022, selling, general and administrative expenses and other was $7.1 million, compared to $7.2 million for the three months ended June 30, 2021. For the six months ended June 30, 2022, selling, general and administrative expenses and other was $16.0 million, compared to $13.2 million for the six months ended June 30, 2021. The increase was primarily related to increased personnel costs, mostly attributable to share-based compensation, contributing $2.0 million and increased expenses for outside services, public relations, insurance, and rentals contributing $1.1 million, partially offset by a decrease in losses on asset disposal and impairments of $0.2 million.

Other Income, Net - For the three and six months ended June 30, 2022, other income, net was $0.1 million for both periods, compared to less than $0.1 million and $4.6 million for the three and six months ended June 30, 2021, respectively. The decrease for the six months ended June 30, 2022 was due to sales of natural gas volumes at the East Dubuque Facility in February 2021.

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 period ended June 30, 2022:

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 non-cash 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.

Reconciliation of Net Cash Provided By Operating Activities to EBITDA - Net cash provided by operating activities reduced by (i) interest expense, net, (ii) income tax expense (benefit), (iii) change in working capital, and (iv) other non-cash adjustments.

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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 of directors of our general partner (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 U.S. 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 U.S. 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.

Factors Affecting Comparability of Our Financial Results

Our historical results of operations for the periods presented may not be comparable with prior periods or to our results of operations in the future for the reasons discussed below.

Coffeyville Facility - A planned turnaround at the Coffeyville Facility commenced in July 2022 and is expected to be completed in early to mid-August 2022. For the three and six months ended June 30, 2022, we incurred turnaround expense of $0.2 million and $0.3 million, respectively, related to planning for this turnaround.

East Dubuque Facility - The next planned turnaround at the East Dubuque Facility is expected to commence during August 2022. For the three and six months ended June 30, 2022, we incurred turnaround expense of $0.8 million and $1.3 million, respectively, related to planning for this turnaround.

Non-GAAP Reconciliations

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2022202120222021
Net income (loss)$117,582 $7,020 $211,243 $(18,364)
Interest expense, net8,308 23,334 18,343 39,251 
Income tax expense119 — 377 19 
Depreciation and amortization21,220 21,119 40,686 35,242 
EBITDA and Adjusted EBITDA$147,229 $51,473 $270,649 $56,148 

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Reconciliation of Net Cash Provided By Operating Activities to EBITDA and Adjusted EBITDA
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2022202120222021
Net cash provided by operating activities$48,684 $(2,572)$215,611 $22,979 
Non-cash items:
Loss on extinguishment of debt (7,763)(628)(7,763)
Share-based compensation721 (6,379)(11,353)(9,971)
Other(345)(1,549)(958)(2,808)
Adjustments:
Interest expense, net8,308 23,334 18,343 39,251 
Income tax expense119 — 377 19 
Change in assets and liabilities89,742 46,402 49,257 14,441 
EBITDA and Adjusted EBITDA$147,229 $51,473 $270,649 $56,148 

Reconciliation of EBITDA to Available Cash for Distribution
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2022202120222021
EBITDA$147,229 $51,473 $270,649 $56,148 
Current (reserves) adjustments for amounts related to:
Net cash interest expense (excluding capitalized interest)(8,466)— (17,800)— 
Debt service (14,725)(65,000)(29,721)
Financing fees (3,244)(815)(3,244)
Maintenance capital expenditures (7,981)(2,855)(13,109)(4,939)
Utility pass-through(675)4,145 (1,350)4,145 
Common units repurchased — (12,397)(529)
Other (reserves) releases:
Reserve for recapture of prior negative available cash (14,980) (14,980)
Future turnaround(9,875)