UAN CVR Partners LP

CVR Partners, LP (“CVR Partners” or the “Partnership”) (NYSE: UAN), a manufacturer of ammonia and urea ammonium nitrate (“UAN”) solution fertilizer products, today announced net income of $118 million, or $11.12 per common unit, on net sales of $244 million for the second quarter of 2022, compared to net income of $7 million, or 66 cents per common unit, on net sales of $138 million for the second quarter of 2021. EBITDA was $147 million for the second quarter of 2022, compared to EBITDA of $51 million for the second quarter of 2021.

“CVR Partners achieved solid operating results for the second quarter of 2022, driven by strong global fertilizer industry conditions,” said Mark Pytosh, Chief Executive Officer of CVR Partners’ general partner. “While Spring weather presented a challenge, planted grain acres were in line with USDA estimates. We also are pleased to announce a cash distribution of $10.05 per common unit for the 2022 second quarter.

“Looking ahead, we expect industry conditions to remain strong due to attractive farm economics and elevated nitrogen fertilizer prices driven by natural gas shortages in Western Europe and dislocations created by Russia’s invasion of Ukraine,” Pytosh said.

Consolidated Operations

For the second quarter of 2022, CVR Partners’ average realized gate prices for UAN showed an improvement over the prior year, up 134 percent to $555 per ton, and ammonia was up 193 percent over the prior year to $1,182 per ton. Average realized gate prices for UAN and ammonia were $237 and $403 per ton, respectively, for the second quarter of 2021.

CVR Partners’ fertilizer facilities produced a combined 193,000 tons of ammonia during the second quarter of 2022, of which 50,000 net tons were available for sale while the rest was upgraded to other fertilizer products, including 331,000 tons of UAN. In the second quarter of 2021, the fertilizer facilities produced 217,000 tons of ammonia, of which 70,000 net tons were available for sale while the remainder was upgraded to other fertilizer products, including 334,000 tons of UAN.

Distributions

CVR Partners also announced that on August 1, 2022, the Board of Directors of the Partnership’s general partner (the “Board”) declared a second quarter 2022 cash distribution of $10.05 per common unit, which will be paid on August 22, 2022, to common unitholders of record as of August 12, 2022.

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

Second Quarter 2022 Earnings Conference Call

CVR Partners previously announced that it will host its second quarter 2022 Earnings Conference Call on Tuesday, August 2, at 11 a.m. Eastern. The Earnings Conference Call may also include discussion of the Partnership’s developments, forward-looking information and other material information about business and financial matters.

The second quarter 2022 Earnings Conference Call will be webcast live and can be accessed on the Investor Relations section of CVR Partners’ website at www.CVRPartners.com. For investors or analysts who want to participate during the call, the dial-in number is (877) 407-8029. The webcast will be archived and available for 14 days at https://edge.media-server.com/mmc/p/snqtvvxr. A repeat of the call also can be accessed for 14 days by dialing (877) 660-6853, conference ID 13731682.

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

Forward-Looking StatementsThis news release contains forward-looking statements. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding future: global fertilizer industry conditions, including the impact thereof on operating results; spring weather conditions, including the impact on planted grain acres; distributions, including the timing, payment and amount (if any) thereof; farm economics and nitrogen fertilizer pricing, including the drivers thereof; impact of the Russia-Ukraine conflict on natural gas shortages; shipments of nitrogen fertilizer; nitrogen fertilizer demand; realized gate prices for ammonia and UAN; ammonia production levels, including volumes upgraded to other fertilizer products such as UAN; unit repurchase programs (if any), including the timing and cost thereof; our evaluation of greenfield development projects and opportunities to reduce our carbon footprint; continued safe and reliable operations; operating performance, finished product pricing, costs and capital expenditures, including management thereof, cash flow, use of cash and reserves; 45Q credits (if any) including the amount, timing and receipt thereof; the expected timing of turnaround projects or need to complete turnaround projects in future years; natural gas and global energy costs; exports; and other matters. You can generally identify forward-looking statements by our use of forward-looking terminology such as “outlook,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements, including (among others) the health and economic effects of the COVID-19 pandemic and any variant thereof, the rate of any economic improvements, impacts of planting season on our business, general economic and business conditions, 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 other risks. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange Commission (“SEC”) filings. These and other risks may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as of the date hereof. CVR Partners disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

About CVR Partners, LPHeadquartered in Sugar Land, Texas, CVR Partners, LP is a Delaware limited partnership focused on the production, marketing and distribution of nitrogen fertilizer products. It primarily produces urea ammonium nitrate (UAN) and ammonia, which are predominantly used by farmers to improve the yield and quality of their crops. CVR Partners’ Coffeyville, Kansas, nitrogen fertilizer manufacturing facility includes a 1,300 ton-per-day ammonia unit, a 3,000 ton-per-day UAN unit and a dual-train gasifier complex having a capacity of 89 million standard cubic feet per day of hydrogen. CVR Partners’ East Dubuque, Illinois, nitrogen fertilizer manufacturing facility includes a 1,075 ton-per-day ammonia unit and a 1,100 ton-per-day UAN unit.

Investors and others should note that CVR Partners may announce material information using SEC filings, press releases, public conference calls, webcasts and the Investor Relations page of its website. CVR Partners may use these channels to distribute material information about the Partnership and to communicate important information about the Partnership, corporate initiatives and other matters. Information that CVR Partners posts on its website could be deemed material; therefore, CVR Partners encourages investors, the media, its customers, business partners and others interested in the Partnership to review the information posted on its website.

For further information, please contact:

Investor RelationsRichard RobertsCVR Partners, LP (281) 207-3205InvestorRelations@CVRPartners.com

Media RelationsBrandee StephensCVR Partners, LP(281) 207-3516MediaRelations@CVRPartners.com

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.

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

We present these measures because we believe they may help investors, analysts, lenders, and ratings agencies analyze our results of operations and liquidity in conjunction with our 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 during 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 currently 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.

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

Consolidated Statement of Operations Data

	Three Months EndedJune 30,								Six Months EndedJune 30,
(in thousands, except per unit data)		2022				2021				2022				2021
Net sales (1)	$	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 disposal		93				405				267				477
Operating income		125,928				30,314				229,855				16,308
Other (expense) income:
Interest expense, net		(8,308	)			(23,334	)			(18,343	)			(39,251	)
Other income, net		81				40				108				4,598
Income (loss) before income tax expense		117,701				7,020				211,620				(18,345	)
Income tax expense		119				—				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 unit data		2.26				—				7.50				—
EBITDA*	$	147,229			$	51,473			$	270,649			$	56,148
Available Cash for Distribution*		106,206				18,411				130,041				9,308
Weighted-average common units outstanding:
Basic and Diluted		10,570				10,681				10,617				10,688

__________________________________*See “Non-GAAP Reconciliations” section below for a reconciliation of these amounts.

(1)   Below are the components of net sales:

	Three Months EndedJune 30,						Six Months EndedJune 30,
(in thousands)		2022			2021			2022			2021
Components of net sales:
Fertilizer sales	$	230,885		$	126,502		$	441,726		$	178,855
Freight in revenue		9,856			8,870			19,071			14,985
Other		3,259			2,653			6,077			5,105
Total net sales	$	244,000		$	138,025		$	466,874		$	198,945

Selected Balance Sheet Data

(in thousands)	June 30, 2022			December 31, 2021
Cash and cash equivalents	$	156,312		$	112,516
Working capital		187,574			100,385
Total assets		1,118,800			1,127,058
Total debt, including current portion		546,558			610,642
Total liabilities		657,614			784,860
Total partners’ capital		461,186			342,198

Selected Cash Flow Data

	Three Months EndedJune 30,								Six Months EndedJune 30,
(in thousands)		2022				2021				2022				2021
Net cash flow provided by (used in):
Operating activities	$	48,684			$	(2,572	)		$	215,611			$	22,979
Investing activities		(5,831	)			(2,350	)			(13,730	)			(5,344	)
Financing activities		(23,888	)			(4,820	)			(158,085	)			(5,375	)
Net increase (decrease) in cash and cash equivalents	$	18,965			$	(9,742	)		$	43,796			$	12,260

Capital Expenditures

	Three Months EndedJune 30,						Six Months EndedJune 30,
(in thousands)		2022			2021			2022			2021
Maintenance	$	7,981		$	2,855		$	13,109		$	4,939
Growth		32			876			553			1,917
Total capital expenditures	$	8,013		$	3,731		$	13,662		$	6,856

Key Operating Data

Ammonia Utilization (1)
	Three Months EndedJune 30,						Six Months EndedJune 30,
(percent of capacity utilization)	2022			2021			2022			2021
Consolidated	89	%		98	%		88	%		93	%

__________________________________(1)   Reflects our ammonia utilization rates on a consolidated basis. Utilization is an important measure used by management to assess operational output at each of the Partnership’s facilities. Utilization is calculated as actual tons produced divided by capacity. We present our utilization for the three and six months ended June 30, 2022 and 2021 and take into account the impact of our current turnaround cycles on any specific period. Additionally, we present utilization solely on ammonia production rather than each nitrogen product as it provides a comparative baseline against industry peers and eliminates the disparity of plant configurations for upgrade of ammonia into other nitrogen products. With our efforts being primarily focused on ammonia upgrade capabilities, this measure provides a meaningful view of how well we operate.

Sales and Production Data

	Three Months EndedJune 30,						Six Months EndedJune 30,
	2022				2021		2022			2021
Consolidated sales (thousand tons):
Ammonia		52			80			91			112
UAN		287			370			609			609
Consolidated product pricing at gate (dollars per ton): (1)
Ammonia	$	1,182		$	403		$	1,127		$	373
UAN		555			237			524			206
Consolidated production volume (thousand tons):
Ammonia (gross produced) (2)		193			217			380			404
Ammonia (net available for sale) (2)		50			70			102			140
UAN		331			334			648			606
Feedstock:
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) (3)		1,936			2,154			3,697			4,036
Natural gas used in production (dollars per MMBtu) (3)	$	7.34		$	3.04		$	6.48		$	3.07
Natural gas in cost of materials and other (thousands of MMBtu) (3)		1,707			2,711			3,235			3,650
Natural gas in cost of materials and other (dollars per MMBtu) (3)	$	5.98		$	3.06		$	5.81		$	3.03

__________________________________(1)   Product pricing at gate represents sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure that is comparable across the fertilizer industry.(2)   Gross tons produced for ammonia represent total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represent ammonia available for sale that was not upgraded into other fertilizer products.(3)   The feedstock natural gas shown above does not include natural gas used for fuel. The cost of fuel natural gas is included in direct operating expense.

Key Market Indicators

	Three Months EndedJune 30,						Six Months EndedJune 30,
		2022			2021			2022			2021
Ammonia — Southern plains (dollars per ton)	$	1,241		$	569		$	1,259		$	503
Ammonia — Corn belt (dollars per ton)		1,405			622			1,391			560
UAN — Corn belt (dollars per ton)		632			341			624			299
Natural gas NYMEX (dollars per MMBtu)	$	7.49		$	2.98		$	6.06		$	2.85

Q3 2022 Outlook

The table below summarizes our outlook for certain operational statistics and financial information for the third quarter of 2022. See “Forward-Looking Statements” above.

	Q3 2022
	Low				High
Ammonia utilization rates
Consolidated		60	%			65	%
Coffeyville Facility		65	%			70	%
East Dubuque Facility		55	%			60	%
Direct operating expenses (in millions) (1)	$	60			$	65
Turnaround expenses (in millions) (2)	$	30			$	35
Capital expenditures (in millions) (2)	$	22			$	27

__________________________________(1)   Direct operating expenses are shown exclusive of depreciation and amortization, turnaround expenses, and impacts of inventory adjustments.(2)   Turnaround and capital expenditures are disclosed on an accrual basis.

Non-GAAP Reconciliations:

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

	Three Months EndedJune 30,						Six Months EndedJune 30,
(in thousands)		2022			2021			2022			2021
Net income (loss)	$	117,582		$	7,020		$	211,243		$	(18,364	)
Interest expense, net		8,308			23,334			18,343			39,251
Income tax expense		119			—			377			19
Depreciation and amortization		21,220			21,119			40,686			35,242
EBITDA and Adjusted EBITDA	$	147,229		$	51,473		$	270,649		$	56,148

Reconciliation of Net Cash Provided By Operating Activities to EBITDA and Adjusted EBITDA

	Three Months EndedJune 30,								Six Months EndedJune 30,
(in thousands)		2022				2021				2022				2021
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 compensation		721				(6,379	)			(11,353	)			(9,971	)
Other		(345	)			(1,549	)			(958	)			(2,808	)
Adjustments:
Interest expense, net		8,308				23,334				18,343				39,251
Income tax expense		119				—				377				19
Change in assets and liabilities		89,742				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 EndedJune 30,								Six Months EndedJune 30,
(in thousands)		2022				2021				2022				2021
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	)			(1,403	)			(16,750	)			(2,880	)
Previously established cash reserves		—				—				—				5,308
Cash reserves for future operating needs		(15,000	)			—				(15,000	)			—
Reserve for maintenance capital expenditures		974				—				1,613				—
Available Cash for distribution (1) (2)	$	106,206			$	18,411			$	130,041			$	9,308
Common units outstanding		10,570				10,681				10,570				10,681

__________________________________(1)  Amount represents the cumulative available cash based on quarter-to-date and year-to-date results. However, available cash for distribution is calculated quarterly, with distributions (if any) being paid in the period following declaration.(2) The Partnership declared and paid a $5.24 and $2.26 cash distribution related to the fourth quarter of 2021 and first quarter of 2022, respectively, and declared a cash distribution of $10.05 per common unit related to the second quarter of 2022 to be paid in August 2022.