[10-Q] CVR Partners, LP Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Houston American Energy Corp. (NYSE American: HUSA) filed a Form S-1 to register up to 10,300,000 shares for resale by Tumim Stone Capital. The shares may be issued under a $100 million, 24-month equity line of credit (ELOC) that prices draws at 96 % of the lowest three-day VWAP and caps Tumim’s ownership at 9.99 %. HUSA will not receive proceeds from Tumim’s secondary sales but may tap the ELOC for future funding; Univest Securities earns a 1.5 % fee on each draw.
Strategic moves reshape the company. On 1 Jul 2025 HUSA closed the all-stock acquisition of Abundia Global Impact Group (AGIG), issuing 31.8 million new shares (94 % of post-close equity) and appointing Edward Gillespie CEO. AGIG owns 18 patents for converting waste plastics/biomass into renewable fuels and has early offtake contracts. A 1-for-10 reverse split became effective 6 Jun 2025, and the firm divested its 18 % stake in Hupecol Meta for $1 plus liabilities.
Legacy oil & gas assets remain in the Permian Basin and Louisiana (2024 output ≈6 Mboe). HUSA, a smaller reporting company with only two employees, carries an $85.2 million accumulated deficit and a material control weakness. The prospectus warns of substantial dilution, commodity-price exposure, execution risk in integrating AGIG and reliance on external capital.
Houston American Energy Corp. (NYSE American: HUSA) ha depositato un modulo S-1 per registrare fino a 10.300.000 azioni da rivendere da parte di Tumim Stone Capital. Le azioni potrebbero essere emesse nell’ambito di una linea di credito azionaria (ELOC) da 100 milioni di dollari per 24 mesi, che prevede prelievi a 96% del VWAP più basso su tre giorni e limita la proprietà di Tumim al 9,99%. HUSA non riceverà proventi dalle vendite secondarie di Tumim, ma potrà utilizzare l’ELOC per finanziamenti futuri; Univest Securities percepisce una commissione dell’1,5% su ogni prelievo.
Le mosse strategiche stanno trasformando l’azienda. Il 1 luglio 2025, HUSA ha completato l’acquisizione interamente in azioni di Abundia Global Impact Group (AGIG), emettendo 31,8 milioni di nuove azioni (pari al 94% del capitale post-chiusura) e nominando Edward Gillespie CEO. AGIG possiede 18 brevetti per la conversione di rifiuti plastici e biomassa in carburanti rinnovabili e ha contratti di prelievo anticipato. Un raggruppamento azionario inverso 1-per-10 è entrato in vigore il 6 giugno 2025, e la società ha ceduto la sua partecipazione del 18% in Hupecol Meta per 1 dollaro più passività.
Gli asset tradizionali di petrolio e gas restano nel Bacino Permiano e in Louisiana (produzione 2024 ≈6 Mboe). HUSA, una piccola società che presenta bilanci con solo due dipendenti, ha un deficit accumulato di 85,2 milioni di dollari e una debolezza materiale nel controllo interno. Il prospetto avverte di una diluizione sostanziale, esposizione ai prezzi delle materie prime, rischi nell’integrazione di AGIG e dipendenza da capitale esterno.
Houston American Energy Corp. (NYSE American: HUSA) presentó un Formulario S-1 para registrar hasta 10,300,000 acciones para reventa por Tumim Stone Capital. Las acciones pueden emitirse bajo una línea de crédito de capital (ELOC) de 100 millones de dólares por 24 meses, que valora los retiros al 96% del VWAP más bajo de tres días y limita la propiedad de Tumim al 9.99%. HUSA no recibirá ingresos por las ventas secundarias de Tumim, pero podrá utilizar la ELOC para financiamiento futuro; Univest Securities cobra una tarifa del 1.5% por cada retiro.
Movimientos estratégicos están remodelando la compañía. El 1 de julio de 2025, HUSA cerró la adquisición totalmente en acciones de Abundia Global Impact Group (AGIG), emitiendo 31.8 millones de nuevas acciones (94% del capital después del cierre) y nombrando a Edward Gillespie como CEO. AGIG posee 18 patentes para convertir residuos plásticos/biomasa en combustibles renovables y cuenta con contratos de compra anticipada. Un split inverso 1 por 10 entró en vigor el 6 de junio de 2025, y la empresa vendió su participación del 18% en Hupecol Meta por 1 dólar más pasivos.
Los activos tradicionales de petróleo y gas permanecen en la Cuenca Pérmica y Luisiana (producción 2024 ≈6 Mboe). HUSA, una compañía más pequeña que reporta con solo dos empleados, tiene un déficit acumulado de 85.2 millones de dólares y una debilidad material en el control interno. El prospecto advierte sobre una dilución sustancial, exposición a precios de materias primas, riesgos en la integración de AGIG y dependencia de capital externo.
Houston American Energy Corp. (NYSE American: HUSA)는 Tumim Stone Capital이 재판매할 최대 10,300,000주를 등록하기 위해 S-1 양식을 제출했습니다. 이 주식들은 1억 달러 규모의 24개월 주식 신용 한도(ELOC) 하에 발행될 수 있으며, 인출 가격은 가장 낮은 3일간 VWAP의 96%로 책정되고 Tumim의 소유 지분은 9.99%로 제한됩니다. HUSA는 Tumim의 2차 판매로부터 수익을 받지 않지만, 향후 자금 조달을 위해 ELOC를 활용할 수 있으며 Univest Securities는 인출 시마다 1.5% 수수료를 받습니다.
전략적 움직임이 회사를 재편하고 있습니다. 2025년 7월 1일, HUSA는 Abundia Global Impact Group (AGIG)의 전액 주식 인수를 완료하며 3,180만 주의 신주(거래 후 지분의 94%)를 발행하고 Edward Gillespie를 CEO로 임명했습니다. AGIG는 폐플라스틱 및 바이오매스를 재생 연료로 전환하는 18개의 특허를 보유하고 있으며 초기 판매 계약을 맺고 있습니다. 1대 10 액면분할 역분할은 2025년 6월 6일에 발효되었고, 회사는 Hupecol Meta에 대한 18% 지분을 1달러 및 부채와 함께 매각했습니다.
기존 석유 및 가스 자산은 퍼미안 분지와 루이지애나에 남아 있으며(2024년 생산량 약 600만 배럴 상당). HUSA는 직원이 단 두 명뿐인 소규모 보고 기업으로, 8,520만 달러의 누적 적자를 안고 있으며 내부 통제에 중대한 약점이 있습니다. 투자설명서에는 상당한 희석, 원자재 가격 변동 노출, AGIG 통합 실행 위험, 외부 자본 의존 위험이 경고되어 있습니다.
Houston American Energy Corp. (NYSE American : HUSA) a déposé un formulaire S-1 pour enregistrer jusqu'à 10 300 000 actions destinées à la revente par Tumim Stone Capital. Les actions peuvent être émises dans le cadre d'une ligne de crédit en actions (ELOC) de 100 millions de dollars sur 24 mois, avec des tirages au prix de 96 % du VWAP le plus bas sur trois jours et une limite de détention de Tumim à 9,99 %. HUSA ne recevra pas de produit des ventes secondaires de Tumim, mais pourra utiliser l’ELOC pour des financements futurs ; Univest Securities perçoit une commission de 1,5 % sur chaque tirage.
Des mouvements stratégiques redéfinissent l’entreprise. Le 1er juillet 2025, HUSA a finalisé l’acquisition entièrement en actions de Abundia Global Impact Group (AGIG), émettant 31,8 millions de nouvelles actions (94 % du capital post-clôture) et nommant Edward Gillespie CEO. AGIG détient 18 brevets pour convertir les déchets plastiques/biomasse en carburants renouvelables et dispose de contrats d’achat anticipés. Un regroupement d’actions inversé 1 pour 10 est entré en vigueur le 6 juin 2025, et la société a cédé sa participation de 18 % dans Hupecol Meta pour 1 dollar plus passifs.
Les actifs pétroliers et gaziers traditionnels restent dans le bassin permien et en Louisiane (production 2024 ≈6 Mboe). HUSA, une petite société cotée avec seulement deux employés, présente un déficit cumulé de 85,2 millions de dollars et une faiblesse importante dans le contrôle interne. Le prospectus met en garde contre une dilution substantielle, une exposition aux prix des matières premières, des risques d’exécution liés à l’intégration d’AGIG et une dépendance au capital externe.
Houston American Energy Corp. (NYSE American: HUSA) hat ein Formular S-1 eingereicht, um bis zu 10.300.000 Aktien zum Weiterverkauf durch Tumim Stone Capital zu registrieren. Die Aktien können im Rahmen einer 100-Millionen-Dollar, 24-monatigen Eigenkapitalkreditlinie (ELOC) ausgegeben werden, die Zeichnungen zu 96 % des niedrigsten dreitägigen VWAP bewertet und Tumims Eigentumsanteil auf 9,99 % begrenzt. HUSA erhält keine Erlöse aus Tumims Sekundärverkäufen, kann die ELOC jedoch für zukünftige Finanzierungen nutzen; Univest Securities erhält eine Gebühr von 1,5 % auf jede Zeichnung.
Strategische Schritte verändern das Unternehmen. Am 1. Juli 2025 schloss HUSA die vollständige Aktientransaktion zur Übernahme von Abundia Global Impact Group (AGIG) ab, gab 31,8 Millionen neue Aktien aus (94 % des Eigenkapitals nach Abschluss) und ernannte Edward Gillespie zum CEO. AGIG besitzt 18 Patente zur Umwandlung von Kunststoffabfällen/Biomasse in erneuerbare Kraftstoffe und verfügt über frühe Abnahmeverträge. Ein 1-zu-10 Reverse Split wurde am 6. Juni 2025 wirksam, und das Unternehmen veräußerte seine 18 % Beteiligung an Hupecol Meta für 1 US-Dollar plus Verbindlichkeiten.
Die traditionellen Öl- und Gasvermögenswerte verbleiben im Permian-Becken und in Louisiana (Produktion 2024 ≈6 Mboe). HUSA, ein kleiner berichtspflichtiger Konzern mit nur zwei Mitarbeitern, weist einen angesammelten Fehlbetrag von 85,2 Millionen US-Dollar und eine wesentliche Kontrollschwäche auf. Der Prospekt warnt vor erheblicher Verwässerung, Rohstoffpreisrisiken, Integrationsrisiken bei AGIG und Abhängigkeit von externem Kapital.
Positive
- $100 million ELOC provides flexible, non-debt capital access.
- Acquisition of AGIG adds renewable-energy platform with 18 patents and early offtake agreements.
- Reverse stock split supports continued NYSE American listing.
- New management team with sector expertise installed post-transaction.
Negative
- Substantial dilution: 10.3 m resale shares plus 31.8 m shares issued for AGIG (94 % of equity).
- Shares sold to Tumim priced at a 4 % discount to VWAP, incentivising immediate resale pressure.
- Company has $85 m accumulated deficit, recurring losses and only two employees.
- Material weakness in internal controls remains unremediated.
- Divestiture of Hupecol Meta for $1 suggests limited value of certain legacy assets.
Insights
TL;DR – Flexible $100 m equity line, but resale dilution tempers capital upside.
The ELOC gives HUSA discretionary, non-debt liquidity at market-linked pricing, useful for funding AGIG projects without immediate balance-sheet strain. However, registering 10.3 m shares (≈23 % of post-offering float) at a 4 % discount pressures valuation and may cap share-price rallies. Reverse split supports NYSE compliance but does not change economics. Net: funding option offsets some financial risk, yet dilution and historical losses keep the equity story neutral.
TL;DR – AGIG gives renewables exposure, yet integration and execution risks are high.
The share-for-share AGIG deal pivots HUSA toward waste-to-fuel technologies with perceived secular tailwinds. AGIG’s patent portfolio and initial offtake term sheets are positives, but the 94 % equity transfer leaves legacy holders with minimal stake, and commercialization requires considerable capex. HUSA’s limited staff, internal-control weakness and modest hydrocarbon cash flow raise questions about whether the ELOC alone can fund scale-up. Overall impact viewed as modestly negative until integration milestones and funding clarity emerge.
Houston American Energy Corp. (NYSE American: HUSA) ha depositato un modulo S-1 per registrare fino a 10.300.000 azioni da rivendere da parte di Tumim Stone Capital. Le azioni potrebbero essere emesse nell’ambito di una linea di credito azionaria (ELOC) da 100 milioni di dollari per 24 mesi, che prevede prelievi a 96% del VWAP più basso su tre giorni e limita la proprietà di Tumim al 9,99%. HUSA non riceverà proventi dalle vendite secondarie di Tumim, ma potrà utilizzare l’ELOC per finanziamenti futuri; Univest Securities percepisce una commissione dell’1,5% su ogni prelievo.
Le mosse strategiche stanno trasformando l’azienda. Il 1 luglio 2025, HUSA ha completato l’acquisizione interamente in azioni di Abundia Global Impact Group (AGIG), emettendo 31,8 milioni di nuove azioni (pari al 94% del capitale post-chiusura) e nominando Edward Gillespie CEO. AGIG possiede 18 brevetti per la conversione di rifiuti plastici e biomassa in carburanti rinnovabili e ha contratti di prelievo anticipato. Un raggruppamento azionario inverso 1-per-10 è entrato in vigore il 6 giugno 2025, e la società ha ceduto la sua partecipazione del 18% in Hupecol Meta per 1 dollaro più passività.
Gli asset tradizionali di petrolio e gas restano nel Bacino Permiano e in Louisiana (produzione 2024 ≈6 Mboe). HUSA, una piccola società che presenta bilanci con solo due dipendenti, ha un deficit accumulato di 85,2 milioni di dollari e una debolezza materiale nel controllo interno. Il prospetto avverte di una diluizione sostanziale, esposizione ai prezzi delle materie prime, rischi nell’integrazione di AGIG e dipendenza da capitale esterno.
Houston American Energy Corp. (NYSE American: HUSA) presentó un Formulario S-1 para registrar hasta 10,300,000 acciones para reventa por Tumim Stone Capital. Las acciones pueden emitirse bajo una línea de crédito de capital (ELOC) de 100 millones de dólares por 24 meses, que valora los retiros al 96% del VWAP más bajo de tres días y limita la propiedad de Tumim al 9.99%. HUSA no recibirá ingresos por las ventas secundarias de Tumim, pero podrá utilizar la ELOC para financiamiento futuro; Univest Securities cobra una tarifa del 1.5% por cada retiro.
Movimientos estratégicos están remodelando la compañía. El 1 de julio de 2025, HUSA cerró la adquisición totalmente en acciones de Abundia Global Impact Group (AGIG), emitiendo 31.8 millones de nuevas acciones (94% del capital después del cierre) y nombrando a Edward Gillespie como CEO. AGIG posee 18 patentes para convertir residuos plásticos/biomasa en combustibles renovables y cuenta con contratos de compra anticipada. Un split inverso 1 por 10 entró en vigor el 6 de junio de 2025, y la empresa vendió su participación del 18% en Hupecol Meta por 1 dólar más pasivos.
Los activos tradicionales de petróleo y gas permanecen en la Cuenca Pérmica y Luisiana (producción 2024 ≈6 Mboe). HUSA, una compañía más pequeña que reporta con solo dos empleados, tiene un déficit acumulado de 85.2 millones de dólares y una debilidad material en el control interno. El prospecto advierte sobre una dilución sustancial, exposición a precios de materias primas, riesgos en la integración de AGIG y dependencia de capital externo.
Houston American Energy Corp. (NYSE American: HUSA)는 Tumim Stone Capital이 재판매할 최대 10,300,000주를 등록하기 위해 S-1 양식을 제출했습니다. 이 주식들은 1억 달러 규모의 24개월 주식 신용 한도(ELOC) 하에 발행될 수 있으며, 인출 가격은 가장 낮은 3일간 VWAP의 96%로 책정되고 Tumim의 소유 지분은 9.99%로 제한됩니다. HUSA는 Tumim의 2차 판매로부터 수익을 받지 않지만, 향후 자금 조달을 위해 ELOC를 활용할 수 있으며 Univest Securities는 인출 시마다 1.5% 수수료를 받습니다.
전략적 움직임이 회사를 재편하고 있습니다. 2025년 7월 1일, HUSA는 Abundia Global Impact Group (AGIG)의 전액 주식 인수를 완료하며 3,180만 주의 신주(거래 후 지분의 94%)를 발행하고 Edward Gillespie를 CEO로 임명했습니다. AGIG는 폐플라스틱 및 바이오매스를 재생 연료로 전환하는 18개의 특허를 보유하고 있으며 초기 판매 계약을 맺고 있습니다. 1대 10 액면분할 역분할은 2025년 6월 6일에 발효되었고, 회사는 Hupecol Meta에 대한 18% 지분을 1달러 및 부채와 함께 매각했습니다.
기존 석유 및 가스 자산은 퍼미안 분지와 루이지애나에 남아 있으며(2024년 생산량 약 600만 배럴 상당). HUSA는 직원이 단 두 명뿐인 소규모 보고 기업으로, 8,520만 달러의 누적 적자를 안고 있으며 내부 통제에 중대한 약점이 있습니다. 투자설명서에는 상당한 희석, 원자재 가격 변동 노출, AGIG 통합 실행 위험, 외부 자본 의존 위험이 경고되어 있습니다.
Houston American Energy Corp. (NYSE American : HUSA) a déposé un formulaire S-1 pour enregistrer jusqu'à 10 300 000 actions destinées à la revente par Tumim Stone Capital. Les actions peuvent être émises dans le cadre d'une ligne de crédit en actions (ELOC) de 100 millions de dollars sur 24 mois, avec des tirages au prix de 96 % du VWAP le plus bas sur trois jours et une limite de détention de Tumim à 9,99 %. HUSA ne recevra pas de produit des ventes secondaires de Tumim, mais pourra utiliser l’ELOC pour des financements futurs ; Univest Securities perçoit une commission de 1,5 % sur chaque tirage.
Des mouvements stratégiques redéfinissent l’entreprise. Le 1er juillet 2025, HUSA a finalisé l’acquisition entièrement en actions de Abundia Global Impact Group (AGIG), émettant 31,8 millions de nouvelles actions (94 % du capital post-clôture) et nommant Edward Gillespie CEO. AGIG détient 18 brevets pour convertir les déchets plastiques/biomasse en carburants renouvelables et dispose de contrats d’achat anticipés. Un regroupement d’actions inversé 1 pour 10 est entré en vigueur le 6 juin 2025, et la société a cédé sa participation de 18 % dans Hupecol Meta pour 1 dollar plus passifs.
Les actifs pétroliers et gaziers traditionnels restent dans le bassin permien et en Louisiane (production 2024 ≈6 Mboe). HUSA, une petite société cotée avec seulement deux employés, présente un déficit cumulé de 85,2 millions de dollars et une faiblesse importante dans le contrôle interne. Le prospectus met en garde contre une dilution substantielle, une exposition aux prix des matières premières, des risques d’exécution liés à l’intégration d’AGIG et une dépendance au capital externe.
Houston American Energy Corp. (NYSE American: HUSA) hat ein Formular S-1 eingereicht, um bis zu 10.300.000 Aktien zum Weiterverkauf durch Tumim Stone Capital zu registrieren. Die Aktien können im Rahmen einer 100-Millionen-Dollar, 24-monatigen Eigenkapitalkreditlinie (ELOC) ausgegeben werden, die Zeichnungen zu 96 % des niedrigsten dreitägigen VWAP bewertet und Tumims Eigentumsanteil auf 9,99 % begrenzt. HUSA erhält keine Erlöse aus Tumims Sekundärverkäufen, kann die ELOC jedoch für zukünftige Finanzierungen nutzen; Univest Securities erhält eine Gebühr von 1,5 % auf jede Zeichnung.
Strategische Schritte verändern das Unternehmen. Am 1. Juli 2025 schloss HUSA die vollständige Aktientransaktion zur Übernahme von Abundia Global Impact Group (AGIG) ab, gab 31,8 Millionen neue Aktien aus (94 % des Eigenkapitals nach Abschluss) und ernannte Edward Gillespie zum CEO. AGIG besitzt 18 Patente zur Umwandlung von Kunststoffabfällen/Biomasse in erneuerbare Kraftstoffe und verfügt über frühe Abnahmeverträge. Ein 1-zu-10 Reverse Split wurde am 6. Juni 2025 wirksam, und das Unternehmen veräußerte seine 18 % Beteiligung an Hupecol Meta für 1 US-Dollar plus Verbindlichkeiten.
Die traditionellen Öl- und Gasvermögenswerte verbleiben im Permian-Becken und in Louisiana (Produktion 2024 ≈6 Mboe). HUSA, ein kleiner berichtspflichtiger Konzern mit nur zwei Mitarbeitern, weist einen angesammelten Fehlbetrag von 85,2 Millionen US-Dollar und eine wesentliche Kontrollschwäche auf. Der Prospekt warnt vor erheblicher Verwässerung, Rohstoffpreisrisiken, Integrationsrisiken bei AGIG und Abhängigkeit von externem Kapital.
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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 ended | ||||||||
| OR | ||||||||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from to . | ||||||||
Commission file number: 001-35120
(Exact name of registrant as specified in its charter)
 | ||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
(Address of principal executive offices) (Zip Code)
(281 ) 207-3200
(Registrant’s telephone number, including area code)
_____________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☑ | Non-accelerated filer | ☐ | |||||||||||||
| Smaller reporting company | Emerging growth company | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
There were 10,569,637 common units representing limited partner interests of CVR Partners, LP (“common units”) outstanding at July 25, 2025.
Table of Contents
TABLE OF CONTENTS
CVR PARTNERS, LP - Quarterly Report on Form 10-Q
June 30, 2025
PART I. Financial Information | PART II. Other Information | |||||||||||||||||||
Item 1. | Financial Statements | 6 | Item 1. | Legal Proceedings | 33 | |||||||||||||||
Condensed Consolidated Balance Sheets - June 30, 2025 and December 31, 2024 (unaudited) | 6 | Item 1A. | Risk Factors | 33 | ||||||||||||||||
Condensed Consolidated Statements of Operations - Three and Six Months Ended June 30, 2025 and 2024 (unaudited) | 7 | Item 5. | Other Information | 33 | ||||||||||||||||
Condensed Consolidated Statements of Partners’ Capital - Three and Six Months Ended June 30, 2025 and 2024 (unaudited) | 8 | Item 6. | Exhibits | 35 | ||||||||||||||||
Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2025 and 2024 (unaudited) | 9 | Signatures | 37 | |||||||||||||||||
Notes to the Condensed Consolidated Financial Statements (unaudited) | 10 | | ||||||||||||||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 | ||||||||||||||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 32 | ||||||||||||||||||
Item 4. | Controls and Procedures | 32 | ||||||||||||||||||
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.
June 30, 2025 | 2
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Important Information Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, those under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact, including without limitation, statements regarding future operations, financial position, estimated revenues and losses, growth, capital projects, unit repurchases, impacts of legal proceedings, projected costs, prospects, plans, and objectives of management are forward-looking statements. The words “could”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “may”, “continue”, “predict”, “potential”, “project”, and similar terms and phrases are intended to identify forward-looking statements.
Although we believe our assumptions concerning future events are reasonable, a number of risks, uncertainties and other factors could cause actual results and trends to differ materially from those projected or forward-looking. Forward-looking statements, as well as certain risks, contingencies, or uncertainties that may impact our forward-looking statements, include, but are not limited to, the following:
•our ability to generate distributable cash or make cash distributions on our common units, including reserves and future uses of cash;
•the ability of our general partner to modify or revoke our distribution policy at any time;
•the volatile, cyclical, and seasonal nature of our business and the variable nature of our distributions;
•the effects of changes in market conditions; market volatility; fertilizer, natural gas, and other commodity prices; demand for those commodities, storage and transportation capabilities and costs, inflation, and the impact of such changes on our operating results and financial condition;
•the impact of weather on our business, including our ability to produce, market, sell, transport or deliver fertilizer products profitably or at all, and on commodity supply or pricing;
•the dependence of our operations on a few third-party suppliers, including providers of feedstocks, transportation services, and equipment;
•our reliance on, or our ability to procure economically or at all, petroleum coke (“pet coke”) we purchase from subsidiaries of CVR Energy, Inc. (together with its subsidiaries, but excluding the Partnership and its subsidiaries, “CVR Energy”) and other third-party suppliers;
•our reliance on the natural gas, electricity, oxygen, nitrogen, sulfur processing, compressed dry air and other products that we purchase from third parties and the facility operating risks associated with these third parties;
•the supply, availability, and price levels of raw materials and the effects of inflation thereupon;
•our production levels, including the risk of a material decline in those levels, or our ability to upgrade ammonia to UAN;
•product pricing, including spot and contracted sales, the timing thereof, and our ability to realize market prices, in full or at all;
•accidents or other unscheduled shutdowns or interruptions affecting our facilities, machinery, people, or equipment, or those of our suppliers or customers;
•potential operating hazards from accidents, fires, severe weather, tornadoes, floods, wildfires, or other natural disasters;
•operational upsets or changes in laws that could impact our ability to qualify for, the amount of, or the receipt of credits (if any) under Section 45Q of the Internal Revenue Code of 1986, as amended, or any similar law, rule, or regulation;
•our ability to meet certain carbon capture and sequestration milestones;
•our ability to obtain, retain, or renew environmental and other governmental permits, licenses (including technology licenses) and authorizations to operate our business;
•competition in the nitrogen fertilizer business and foreign wheat and coarse grain production, including impacts thereof as a result of farm planting acreage, domestic and global supply and demand, and domestic or international duties, tariffs, or other factors;
•changes in our credit profile and the effects of higher interest rates or restrictions in our current or future debt agreements;
•existing and future laws, regulations, rules, policies, or rulings, including changes, amendments, reinterpretation or amplification thereof and the actions of the current administration or future administration relating thereto, and including but not limited to those relating to the environment and climate change; safety and security; or the export, production, transportation, sale or storage of hazardous chemicals, materials, or substances, like ammonia, including potential liabilities or capital requirements arising from such laws, regulations, rules, policies, or rulings and the impacts thereof on macroeconomic factors, consumer activity or otherwise;
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•political uncertainty and impacts to the oil and gas industry and the United States economy generally as a result of actions taken by a new administration, including the imposition of tariffs and changes in climate or other energy laws, rules, regulations, or policies;
•erosion of demand for our products due to, or other impacts of, climate change and environmental, social and governance initiatives or other factors, whether from regulators, rating agencies, lenders, investors, litigants, customers, vendors, the public or others;
•alternative energy or fuel sources and impacts on corn prices (ethanol), and the end-use and application of fertilizers;
•risks of terrorism, cybersecurity attacks, and the security of chemical manufacturing facilities and other matters beyond our control;
•political disturbances, geopolitical conflicts, instability (including but not limited to volatility in the capital, credit and commodities markets and in the global economy) and tensions, and associated changes in global trade policies, tariffs, and economic sanctions, including, but not limited to, in connection with the Russia-Ukraine war and the Middle East conflicts and tensions and any continued spread or expansion thereof, and any other ongoing or potential global or regional conflicts;
•our lack of asset diversification;
•our dependence on significant customers and the creditworthiness and performance by counterparties;
•our potential loss of transportation cost advantage over our competitors;
•the volatile nature of ammonia, potential liability for accidents involving ammonia including damage or injury to persons, property, the environment or human health and increased costs related to the transport or production of ammonia;
•our potential inability to successfully implement our business strategies, including the completion of significant capital programs or projects;
•our reliance on CVR Energy’s management team and conflicts of interest they may face operating each of CVR Partners and CVR Energy;
•control of our general partner by CVR Energy and control of CVR Energy by its controlling shareholder, which could result in competition, transactions, or conflicts with CVR Energy and its affiliates;
•the potential inability to successfully implement our business strategies at all or on time and within our anticipated budgets, including significant capital programs or projects, turnarounds, or carbon reduction initiatives at our fertilizer facilities and the costs thereof;
•asset useful lives and impairments and impacts thereof;
•realizable inventory value;
•the number of investors willing to hold or acquire our common units and impacts of any changes in ownership of our common units by CVR Energy, Mr. Carl C. Icahn, or their affiliates, or of CVR Energy’s common stock by Mr. Carl C. Icahn or his affiliates;
•our ability to issue securities or obtain financing at favorable rates or at all;
•bank failures or other events affecting financial institutions;
•nitrogen fertilizer facilities’ operating hazards and interruptions, including unscheduled maintenance or downtime and the availability of adequate insurance coverage;
•the impact of any pandemic or breakout of infectious disease, and of businesses’ and governments’ responses thereto on our operations, personnel, commercial activity, and supply and demand across our and our customers’ and suppliers' business;
•changes in tax and other law, regulations and policies, including the One Big Beautiful Bill Act;
•impact of potential runoff of water containing nitrogen based fertilizer into waterways and regulatory or legal actions in response thereto;
•changes in our treatment as a partnership for U.S. federal income or state tax purposes;
•rulings, judgments or settlements in litigation, tax or other legal or regulatory matters;
•risks related to potential strategic transactions involving the Partnership, or interests therein, in which CVR Energy and its controlling shareholder or others may participate;
•the cost and value of payouts under or in connection with our equity and non-equity incentive plans;
•our ability to procure or recover under our insurance policies for damages or losses in full or at all;
•labor supply shortages, labor difficulties, labor disputes or strikes; and
•the factors described in greater detail under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and our other filings with the U.S. Securities and Exchange Commission (“SEC”).
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All forward-looking statements contained in this Report only speak as of the date of this Report. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur after the date of this Report, or to reflect the occurrence of unanticipated events, except to the extent required by law.
Information About Us
Investors should note that we make available, free of charge on our website at www.CVRPartners.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also post announcements, updates, events, investor information and presentations on our website in addition to copies of all recent news releases. We may use the Investor Relations section of our website to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. Documents and information on our website are not incorporated by reference herein.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.
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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, 2025 | December 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND PARTNERS’ CAPITAL | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accounts payable to affiliates | |||||||||||
| Deferred revenue | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term liabilities: | |||||||||||
| Long-term debt and finance lease obligation, net of current portion | |||||||||||
| Long-term deferred revenue | |||||||||||
| Other long-term liabilities | |||||||||||
| Total long-term liabilities | |||||||||||
Commitments and contingencies (See Note 10) | |||||||||||
| Partners’ capital: | |||||||||||
Common unitholders, | |||||||||||
| General partner interest | |||||||||||
| Total partners’ capital | |||||||||||
| Total liabilities and partners’ capital | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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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) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Net sales | $ | $ | $ | $ | |||||||||||||||||||
Operating costs and expenses: | |||||||||||||||||||||||
Cost of materials and other | |||||||||||||||||||||||
Direct operating expenses (exclusive of depreciation and amortization) | |||||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||||
Cost of sales | |||||||||||||||||||||||
Selling, general and administrative expenses | |||||||||||||||||||||||
| Loss on asset disposal | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||
Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income before income tax expense | |||||||||||||||||||||||
| Income tax benefit | ( | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic and diluted earnings per common unit | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common units outstanding: | |||||||||||||||||||||||
Basic and Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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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) | Issued | Amount | |||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||
| Cash distributions to common unitholders - Affiliates | — | ( | — | ( | |||||||||||||||||||
| Cash distributions to common unitholders - Non-affiliates | — | ( | — | ( | |||||||||||||||||||
| Balance at March 31, 2025 | |||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||
| Cash distributions to common unitholders - Affiliates | — | ( | — | ( | |||||||||||||||||||
| Cash distributions to common unitholders - Non-affiliates | — | ( | — | ( | |||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ||||||||||||||||||||
| Common Units | General Partner Interest | Total Partners’ Capital | |||||||||||||||||||||
| (in thousands, except unit data) | Issued | Amount | |||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||
| Cash distributions to common unitholders - Affiliates | — | ( | — | ( | |||||||||||||||||||
| Cash distributions to common unitholders - Non-affiliates | — | ( | — | ( | |||||||||||||||||||
| Balance at March 31, 2024 | |||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||
| Cash distributions to common unitholders - Affiliates | — | ( | — | ( | |||||||||||||||||||
| Cash distributions to common unitholders - Non-affiliates | — | ( | — | ( | |||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ||||||||||||||||||||
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) | 2025 | 2024 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation | |||||||||||
| Other adjustments | |||||||||||
| Change in working capital: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Deferred revenue | ( | ( | |||||||||
| Other current liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Return of equity method investment | |||||||||||
| Proceeds from sale of assets | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Cash distributions to common unitholders - Affiliates | ( | ( | |||||||||
| Cash distributions to common unitholders - Non-affiliates | ( | ( | |||||||||
| Other financing activities | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Organization and Nature of Business
CVR Partners, LP (“CVR Partners” or the “Partnership”) is a Delaware limited partnership formed in 2011 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 and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops, primarily corn and wheat. The Partnership produces these products at two manufacturing facilities, one located in Coffeyville, Kansas operated by our wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Facility”) and one located in East Dubuque, Illinois operated by our wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Facility”, and together with the Coffeyville Facility, the “Facilities”). Our principal products are ammonia and urea ammonium nitrate (“UAN”). All of our products are sold on a wholesale basis. 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. 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.
Interest Holders
As of June 30, 2025, public common unitholders held approximately 60 % of the Partnership’s outstanding limited partner interests; CVR Energy, through its subsidiaries, held approximately 37 % of the Partnership’s outstanding limited partner interests and 100 % of the Partnership’s general partner interest, while Icahn Enterprises L.P. and its other affiliates (“IEP”) held approximately 3 % of the outstanding limited partner interests. As of June 30, 2025, IEP owned approximately 70 % of the common stock of CVR Energy, and as a result, IEP beneficially owns approximately 40 % of the Partnership’s outstanding limited partnership interests.
Management and Operations
The Partnership, including its general partner, is managed by a combination of the board of directors of our general partner (the “Board”), the general partner’s executive officers, UAN Services, LLC (as sole member of the general partner), and certain officers of CVR Energy and its subsidiaries, pursuant to the Partnership Agreement, as well as a number of agreements among the Partnership, the general partner, CVR Energy, and certain of their respective subsidiaries, including certain services agreements. See Part II, Item 8 of CVR Partners’ Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) for further discussion. Common unitholders have limited voting rights on matters affecting the Partnership and have no right to elect the general partner’s directors or officers, whether on an annual or continuing basis or otherwise.
Subsequent Events
The Partnership evaluated subsequent events, if any, that would require an adjustment to the Partnership’s condensed consolidated financial statements or require disclosure in the notes to the condensed consolidated financial statements through the date of issuance of these condensed consolidated financial statements. Where applicable, the notes to these condensed consolidated financial statements have been updated to reflect all significant subsequent events which have occurred.
On July 4, 2025, the One Big Beautiful Bill Act was signed into law, making significant amendments to federal tax law, including permanently extending several provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”). The legislation did not affect the Partnership’s income tax balances as of June 30, 2025. The Partnership is currently assessing its impact on future income tax balances and related disclosures and anticipates that it will benefit from the permanent extension of certain TCJA provisions.
(2) Basis of Presentation
The accompanying condensed consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), include the accounts of CVR Partners and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Certain notes and other information have been condensed or omitted from these condensed consolidated financial statements. Therefore, these condensed consolidated financial statements
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CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
should be read in conjunction with the December 31, 2024 audited consolidated financial statements and notes thereto included in the 2024 Form 10-K.
In the opinion of the Partnership’s management, the accompanying condensed consolidated financial statements reflect all adjustments that are necessary for fair presentation of the financial position and results of operations of the Partnership for the periods presented. Such adjustments are of a normal recurring nature, unless otherwise disclosed.
The condensed consolidated financial statements are prepared in conformity with GAAP, which requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results that will be realized for the year ending December 31, 2025 or any other interim or annual period.
Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows. This standard is effective for the Partnership’s annual reporting beginning January 1, 2025 with early adoption permitted. The adoption of this standard update will not have a material impact on the Partnership’s consolidated financial statements but additional disclosures will be included for our Annual Report on Form 10-K for the year ending December 31, 2025. The Partnership does not intend to early adopt this ASU.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disclosures in the footnotes that disaggregate certain expenses presented on the face of the income statement. This standard is effective for the Partnership’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028. Retrospective application to comparative periods is optional, and early adoption is permitted. The Partnership continues to evaluate and assess potential impacts of adopting this new accounting guidance.
(3) Inventories
Inventories consisted of the following:
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials | |||||||||||
| Parts, supplies and other | |||||||||||
| Total inventories | $ | $ | |||||||||
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CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(4) Property, Plant, and Equipment
Property, plant, and equipment, net consisted of the following:
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Machinery and equipment | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Automotive equipment | |||||||||||
| Land and improvements | |||||||||||
| Construction in progress | |||||||||||
| Other | |||||||||||
| Less: Accumulated depreciation and amortization | ( | ( | |||||||||
| Total property, plant, and equipment, net | $ | $ | |||||||||
For the three and six months ended June 30, 2025, depreciation and amortization expense related to property, plant, and equipment was $20.5 million and $38.2 million, respectively, compared to $19.8 million and $38.9 million for the three and six months ended June 30, 2024, respectively. Depreciation expense for the three and six months ended June 30, 2024 includes an additional $3.4 million and $5.9 million, respectively, resulting from the Partnership updating the estimated useful lives of certain assets due to planned asset retirements by the end of 2024, mainly related to granular urea production assets.
(5) Leases
Balance Sheet Summary as of June 30, 2025 and December 31, 2024
The following table summarizes the right-of-use (“ROU”) asset and lease liability balances for the Partnership’s operating and finance leases at June 30, 2025 and December 31, 2024:
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Operating Leases | Finance Leases | Operating Leases | Finance Leases | ||||||||||||||||||||
| ROU asset, net | |||||||||||||||||||||||
| Equipment, real estate and other | $ | $ | $ | $ | |||||||||||||||||||
| Railcars | — | — | |||||||||||||||||||||
| Lease liability | |||||||||||||||||||||||
| Equipment, real estate and other | $ | $ | $ | $ | |||||||||||||||||||
| Railcars | — | — | |||||||||||||||||||||
Lease Expense Summary for the Three and Six Months Ended June 30, 2025 and 2024
We recognize operating lease expense within Direct operating expenses (exclusive of depreciation and amortization) and Cost of materials and other, and finance lease expense within Depreciation and amortization, on a straight-line basis over the
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CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
lease term. For the three and six months ended June 30, 2025 and 2024, we recognized lease expense comprised of the following components:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | |||||||||||||||||||
| Finance lease expense: | |||||||||||||||||||||||
| Amortization of ROU asset | |||||||||||||||||||||||
| Interest expense on lease liability | |||||||||||||||||||||||
| Short-term lease expense | |||||||||||||||||||||||
(6) Other Current Liabilities
Other current liabilities consisted of the following:
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Personnel accruals | $ | $ | |||||||||
| Sales incentives | |||||||||||
| Share-based compensation | |||||||||||
| Accrued taxes other than income taxes | |||||||||||
| Accrued interest | |||||||||||
| Other accrued expenses and liabilities | |||||||||||
| Total other current liabilities | $ | $ | |||||||||
(7) Long-Term Debt and Finance Lease Obligation
Long-term debt and finance lease obligation consisted of the following:
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| $ | $ | ||||||||||
| Finance lease obligation, net of current portion | |||||||||||
Unamortized debt issuance costs | ( | ( | |||||||||
Total long-term debt and finance lease obligation, net of current portion | |||||||||||
| Current portion of finance lease obligation | |||||||||||
| Total long-term debt and finance lease obligation, including current portion | $ | $ | |||||||||
(1)The 6.125 % Senior Secured Notes, due June 2028 had an estimated fair value of $549.7 million and $533.5 million as of June 30, 2025 and December 31, 2024, respectively. The fair value estimate is a Level 2 measurement, as defined by FASB ASC Topic 820, Fair Value Measurements, as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities.
Credit Agreements
| (in thousands) | Total Available Borrowing Capacity | Amount Borrowed as of June 30, 2025 | Outstanding Letters of Credit | Available Capacity as of June 30, 2025 | Maturity Date | ||||||||||||||||||||||||
| ABL Credit Facility | $ | $ | $ | $ | September 26, 2028 | ||||||||||||||||||||||||
Covenant Compliance
The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of June 30, 2025.
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CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(8) Revenue
The following table presents the Partnership’s revenue, disaggregated by major products:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Ammonia | $ | $ | $ | $ | |||||||||||||||||||
| UAN | |||||||||||||||||||||||
| Urea products | |||||||||||||||||||||||
Other revenue (1) | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
(1)Consists mainly of freight revenue and includes sales of carbon oxide (“CO”) made in connection with the joint venture created to monetize certain tax credits under Section 45Q of the Internal Revenue Code of 1986 (“45Q Transaction”), as well as the noncash consideration received, which is recognized as the performance obligation associated with the carbon oxide contract (“CO Contract”) is satisfied over its term through April 2030. Revenue from the CO Contract is recognized over time based on carbon oxide volumes measured at delivery.
Remaining Performance Obligations
The Partnership has spot and term contracts with customers and the transaction prices are either fixed or based on market indices (variable consideration). The Partnership does not disclose remaining performance obligations for contracts that have terms of one year or less and for contracts where the variable consideration was entirely allocated to an unsatisfied performance obligation.
As of June 30, 2025, the Partnership had approximately $6.3 million of remaining performance obligations for contracts with an original expected duration of more than one year. The Partnership expects to recognize $2.8 million of these performance obligations as revenue by the end of 2025, an additional $3.2 million in 2026, and the remaining balance in 2027.
Contract Balances
During the six months ended June 30, 2025 and 2024, the Partnership recognized revenue of $47.3 million and $12.5 million, respectively, that was included in the deferred revenue balances as of December 31, 2024 and December 31, 2023, respectively.
(9) Share-Based Compensation
A summary of compensation expense for the three and six months ended June 30, 2025 and 2024 is presented below:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Phantom Unit Awards | $ | $ | $ | $ | |||||||||||||||||||
Other Awards (1) | |||||||||||||||||||||||
| Total share-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
(1)Other awards include the allocations, pursuant to the Corporate Master Services Agreement effective January 1, 2020, as amended (the “Corporate MSA”) and the Partnership’s Second Amended and Restated Agreement of Limited Partnership, of compensation expense for certain employees of CVR Energy and its subsidiaries who perform services for the Partnership and participate in equity compensation plans of CVR Energy.
(10) Commitments and Contingencies
In the ordinary course of business, the Partnership may become party to lawsuits, administrative proceedings, and governmental investigations, including environmental, regulatory, and other matters. The outcome of these matters cannot always be predicted accurately, but the Partnership accrues liabilities for these matters if the Partnership has determined that it
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CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
is probable a loss has been incurred and the loss can be reasonably estimated. There have been no material changes in the Partnership’s commitments and contingencies to those disclosed in the 2024 Form 10-K and in the Form 10-Q for the period ended March 31, 2025.
45Q Transaction
Under the agreements entered into in connection with the 45Q Transaction, the Partnership’s subsidiary, CRNF, is obligated to meet certain minimum quantities of carbon oxide supply each year during the term of the agreement and is subject to fees of up to $15.0 million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $45.0 million cap, if these minimum quantities are not delivered. The Partnership issued a guarantee to the unaffiliated third-party investors and certain of their affiliates involved in the 45Q Transaction of the payment and performance obligations of CRNF and CVR-CapturePoint Parent, LLC (“CVRP JV”), which include the aforementioned fees. This guarantee has no impacts on the accounting records of the Partnership unless the parties fail to comply with the terms of the 45Q Transaction contracts.
(11) Business Segments
CVR Partners has one
The CODM evaluates the performance of the Nitrogen Fertilizer Segment and decides how to allocate resources based on net income, which is reported in the condensed consolidated statements of operations. The CODM uses net income to assess the income generated by the Nitrogen Fertilizer Segment and to decide whether to recommend that the Board reinvest profits into the Partnership or pay distributions. Net income is also used to analyze performance against the budget and the Partnership’s competitors.
While segment assets are not reported to, or used by, the CODM to allocate resources or to assess performance of the segment, total assets are disclosed in the condensed consolidated balance sheets.
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CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table presents the operating results and capital expenditures information for the Nitrogen Fertilizer Segment:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Feedstocks | |||||||||||||||||||||||
| Distribution costs | |||||||||||||||||||||||
Other costs of materials (1) | ( | ( | ( | ||||||||||||||||||||
| Cost of materials and other | |||||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Direct operating expenses (exclusive of depreciation and amortization and turnaround expenses) | |||||||||||||||||||||||
| Turnaround expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
Other segment items (2) | ( | ( | ( | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
(1)Other costs of materials includes inventory cost adjustments and lease expense.
(2)Other segment items includes (gain) loss on asset disposal, other (income) expense, and income tax (benefit) expense.
(12) Supplemental Cash Flow Information
Cash flows related to interest, leases, and capital expenditures included in accounts payable are as follows:
| Six Months Ended June 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Supplemental disclosures: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes, net of refunds | |||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | |||||||||||
| Operating cash flows from finance leases | |||||||||||
| Financing cash flows from finance leases | |||||||||||
| Noncash investing and financing activities: | |||||||||||
| Change in capital expenditures included in accounts payable | ( | ||||||||||
| ROU assets obtained in exchange for new or modified operating lease liabilities | |||||||||||
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CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(13) Related Party Transactions
Activity associated with the Partnership’s related party arrangements for the three and six months ended June 30, 2025 and 2024 is summarized below:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Sales to related parties: (1) | |||||||||||||||||||||||
| CVR Energy subsidiary | $ | $ | $ | $ | |||||||||||||||||||
| CVRP JV | |||||||||||||||||||||||
Expenses from related parties: (2) | |||||||||||||||||||||||
| CVR Energy subsidiary | |||||||||||||||||||||||
| CVR Services, LLC | |||||||||||||||||||||||
| June 30, 2025 | December 31, 2024 | ||||||||||
Due to related parties (3) | $ | $ | |||||||||
(1)Sales to related parties, included in Net sales in our condensed consolidated statements of operations, consist of (a) sales of feedstocks and services under the Master Service Agreement with CRNF (the “Coffeyville MSA”) and (b) carbon oxide sales to CVRP JV and its subsidiaries.
(2)Expenses from related parties, included in Cost of materials and other, Direct operating expenses (exclusive of depreciation and amortization), and Selling, general and administrative expenses in our condensed consolidated statements of operations, consist primarily of pet coke and hydrogen purchased under the Coffeyville MSA and management and other professional services under the Corporate MSA.
(3)Consists primarily of amounts payable to CVR Energy subsidiaries under the Coffeyville MSA and Corporate MSA, included in Accounts payable to affiliates.
Distributions to CVR Partners’ Unitholders
Distributions, if any, including the payment, amount, and timing thereof, and the Board’s distribution policy, including the definition of Available Cash for Distribution, are subject to change at the discretion of the Board. The following tables present quarterly distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy and IEP, during 2025 and 2024 (amounts presented in the table below may not add to totals presented due to rounding):
| Quarterly Distributions Per Common Unit | Quarterly Distributions Paid (in thousands) | |||||||||||||||||||||||||||||||||||||
| Related Period | Date Paid | Public Unitholders | IEP | CVR Energy | Total | |||||||||||||||||||||||||||||||||
2024 - 4th Quarter | March 10, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
2025 - 1st Quarter | May 19, 2025 | |||||||||||||||||||||||||||||||||||||
Total 2025 quarterly distributions | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
2023 - 4th Quarter | March 11, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
2024 - 1st Quarter | May 20, 2024 | |||||||||||||||||||||||||||||||||||||
2024 - 2nd Quarter | August 19, 2024 | |||||||||||||||||||||||||||||||||||||
2024 - 3rd Quarter | November 18, 2024 | |||||||||||||||||||||||||||||||||||||
Total 2024 quarterly distributions | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
For the second quarter of 2025, the Partnership, upon approval by the Board on July 30, 2025, declared a distribution of $3.89 per common unit, or approximately $41.1 million, which is payable August 18, 2025 to unitholders of record as of August 11, 2025. Of this amount, CVR Energy and IEP will receive approximately $15.1 million and $1.1 million, respectively, 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 our unaudited condensed consolidated financial statements and related notes and with the statistical information and financial data included elsewhere in this Report, as well as our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 19, 2025 (the “2024 Form 10-K”). Results of operations for the three and six months ended June 30, 2025 and cash flows for the six months ended June 30, 2025 are not necessarily indicative of results to be attained for any other period. See “Important Information Regarding Forward-Looking Statements.”
Reflected in this discussion and analysis is how management views the Partnership’s current financial condition and results of operations along with key external variables and management actions that may impact the Partnership. This discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Report.
Partnership Overview
CVR Partners, LP (“CVR Partners” or the “Partnership”) is a Delaware limited partnership formed in 2011 by CVR Energy, Inc. (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 and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops, primarily corn and wheat. The Partnership produces these products at two manufacturing facilities, one located in Coffeyville, Kansas operated by our wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Facility”) and one located in East Dubuque, Illinois operated by our wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Facility”, and together with the Coffeyville Facility, the “Facilities”). Our principal products are ammonia and urea ammonium nitrate (“UAN”). All of our products are sold on a wholesale basis. References to CVR Partners, the Partnership, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Partners or one or both of the Facilities, as the context may require. Additionally, as the context may require, references to CVR Energy may refer to CVR Energy and its consolidated subsidiaries which include its petroleum and renewables refining, marketing, and logistics operations.
Strategy and Goals
The Partnership has adopted Mission and Core Values, which articulate the Partnership’s expectations for how it and its employees do business each and every day.
Mission and Core Values
Our Mission is to be a top tier North American nitrogen-based fertilizer company as measured by safe and reliable operations, superior performance and profitable growth. The foundation of how we operate is built on five core Values:
•Safety - We always put safety first. The protection of our employees, contractors and communities is paramount. We have an unwavering commitment to safety above all else. If it’s not safe, then we don’t do it.
•Environment - We care for our environment. Complying with all regulations and minimizing any environmental impact from our operations is essential. We understand our obligation to the environment and that it’s our duty to protect it.
•Integrity - We require high business ethics. We comply with the law and practice sound corporate governance. We only conduct business one way—the right way with integrity.
•Corporate Citizenship - We are proud members of the communities where we operate. We are good neighbors and know that it’s a privilege we can’t take for granted. We seek to make a positive economic and social impact through our financial donations and the contributions of time, knowledge and talent of our employees to the places where we live and work.
•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
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employees can realize their maximum potential. We use defined work practices for consistency, efficiency and to create value across the organization.
Our core Values are driven by our people, inform the way we do business each and every day and enhance our ability to accomplish our mission and related strategic objectives.
Strategic Objectives
We have outlined the following strategic objectives to drive the accomplishment of our mission:
•Environmental, Health & Safety (“EH&S”) - We aim to achieve continuous improvement in all EH&S areas through ensuring our people’s commitment to environmental, health and safety comes first, the refinement of existing policies, continuous training, and enhanced monitoring procedures.
•Reliability - Our goal is to achieve industry-leading utilization rates at both of our Facilities through safe and reliable operations. We are focusing on improvements in day-to-day facility operations, identifying alternative sources for facility inputs to reduce lost time due to third-party operational constraints, and optimizing our commercial and marketing functions to maintain facility operations at their highest level.
•Market Capture - We continuously evaluate opportunities to improve the Facilities’ realized pricing at the gate and reduce variable costs incurred in production to maximize our capture of market opportunities.
•Financial Discipline - We strive to be as efficient as possible by maintaining low operating costs and disciplined deployment of capital.
Industry Factors and Market Indicators
Within the nitrogen fertilizer business, earnings and cash flows from operations are primarily affected by the relationship between nitrogen fertilizer product prices, utilization, and operating costs and expenses, including pet coke and natural gas feedstock costs.
The price at which nitrogen fertilizer products are ultimately sold depends on numerous factors, including the global supply and demand for nitrogen fertilizer products which, in turn, depends on world grain demand and production levels, changes in world population, the cost and availability of fertilizer transportation infrastructure, weather conditions, the availability of imports, the availability and price of feedstocks to produce nitrogen fertilizer, and the extent of government intervention in agriculture markets, among other factors.
Nitrogen fertilizer prices are also affected by local factors, including local market conditions and the operating levels of competing facilities. An expansion or upgrade of competitors’ facilities, new facility development, political and economic developments, and other factors are likely to continue to play an important role in nitrogen fertilizer industry economics. These factors can impact, among other things, the level of inventories in the markets, resulting in price and product margin volatility. Moreover, the industry typically experiences seasonal fluctuations in demand for nitrogen fertilizer products.
General Business Environment
The Partnership believes the general business environment in which it operates will continue to remain volatile, driven by uncertainty around the availability and prices of its feedstocks, demand for and prices of its products, inflation, and existing and potential future global supply disruptions. As a result, future operating results and current and long-term financial conditions could be negatively impacted if economic conditions remain volatile and/or decline. The Partnership is not able at this time to predict the extent to which these conditions may have a material, or any, effect on its financial or operational results in future periods.
On July 4, 2025, the One Big Beautiful Bill Act was signed into law, making significant amendments to federal tax law, including permanently extending several provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”). The legislation did not affect the Partnership’s income tax balances as of June 30, 2025. The Partnership is currently assessing its impact on future income
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tax balances and related disclosures and anticipates that it will benefit from the permanent extension of certain TCJA provisions.
Geopolitical Matters - Ongoing and recently proposed changes to the U.S. global trade policy, along with actual and potential international retaliatory measures, have continued to cause volatility in global markets and uncertainty around short- and long-term economic impacts in the U.S. and around the globe, including concerns over inflation, recession, and slowing growth. In addition, the ongoing Russia-Ukraine war and Middle East conflicts and tensions continue to present significant geopolitical risks to global markets, with direct implications for the global fertilizer, agriculture, and other industries. These concerns could lead to further disruptions in the production and trade of fertilizer, grains, and feedstock through various means, such as trade restrictions, sanctions or transportation bottlenecks. The ultimate impacts of these conflicts and/or economic policy changes, or further escalation or expansion thereof, and any associated market disruptions are difficult to predict and may affect our business, operations, cash flows, and access to capital in unforeseen ways.
Regulatory Environment - Certain governmental regulations and incentives associated with the automobile transportation and agricultural industries, including those related to corn-based ethanol and sustainable aviation fuel production and consumption, can impact, and have directly impacted, our business. In June 2023, the United States Environmental Protection Agency (“EPA”) announced the renewable volume obligations for 2023, 2024, and 2025, limiting the conventional biofuel volume to 15 billion gallons. In June 2025, the EPA proposed to maintain the conventional biofuel volume at 15 billion gallons for 2026 and 2027. These actions reinforced our belief that the demand for food, particularly corn, for fuel will remain strong for the foreseeable future and support farmer economics that incentivize the use of nitrogen-based fertilizers. In 2024, corn used in ethanol production consumed approximately 37% of the annual production of the U.S. corn crop.
There have been several proposed and enacted climate-related rules and compliance requirements at federal, state, and international levels. While the Biden Administration advanced significant climate initiatives, including stricter EPA motor vehicle emissions standards and the SEC’s proposed climate risk disclosure rule, recent changes following the 2024 U.S. presidential election have begun to shift regulatory priorities. Under the new Administration, a combination of executive orders, regulatory rollbacks and new legislation have curtailed, delayed or restructured some of these initiatives. Climate-related reporting requirements at the state level also remain under discussion, further contributing to a more uncertain regulatory landscape, which may materially impact our business, operations, compliance costs, results of operations and overall market stability.
Market Indicators
While there is risk of shorter-term volatility given the inherent nature of the commodity cycle and governmental and geopolitical risks, the Partnership believes the long-term fundamentals for the U.S. nitrogen fertilizer industry remain intact. The Partnership views the anticipated combination of (i) increasing global population, (ii) decreasing arable land per capita, (iii) continued evolution to more protein-based diets in developing countries, (iv) sustained use of corn and soybeans as feedstock for the domestic production of ethanol and other renewable fuels, and (v) positioning at the lower end of the global cost curve should provide a solid foundation for nitrogen fertilizer producers in the United States over the longer term.
Corn and soybeans are two major crops planted by farmers in North America. Corn crops result in the depletion of the amount of nitrogen within the soil in which it is grown, which in turn, results in the need for this nutrient to be replenished after each growing cycle. Unlike corn, soybeans are able to obtain most of their own nitrogen through a process known as “N fixation”. As such, upon harvesting of soybeans, the soil retains a certain amount of nitrogen which results in lower demand for nitrogen fertilizer for the following corn planting cycle. Due to these factors, farmers generally operate a balanced corn-soybean rotational planting cycle as shown by the chart presented below.
The relationship between the total acres planted for both corn and soybeans has a direct impact on the overall demand for nitrogen products, as the market and demand for nitrogen increases with increased corn acres and decreases with increased soybean acres. Additionally, an estimated 14 billion pounds of soybean oil is expected to be used in producing cleaner renewable fuels in marketing year 2025/2026. Multiple refiners have announced renewable diesel expansion projects for 2025 and beyond, which are expected to drive increased demand for soybeans and potentially for corn and canola. However, the viability of these projects remains uncertain given the Trump Administration’s shifting approach on renewable fuels policy and related regulatory frameworks.
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Potential tariffs imposed by the U.S. on imports of nitrogen fertilizers could benefit the nitrogen fertilizer business by positively impacting the price of domestically produced fertilizer. However, retaliatory trade actions by other countries, particularly in corn and soybeans, could negatively impact farmer economics and lower demand for nitrogen fertilizer.
The United States Department of Agriculture (“USDA”) estimates that in spring 2025 farmers planted 95.2 million corn acres, representing an increase of 4.9% compared to 90.7 million corn acres in 2024. Planted soybean acres are estimated to be 83.4 million, representing a decrease of 4.3% compared to 87.1 million soybean acres in 2024. The combined estimated corn and soybean planted acres of 178.6 million represents a slight increase compared to the acreage planted in 2024. Due to lower input costs in 2025 for corn planting and the relative grain prices of corn versus soybeans, economics favored planting corn compared to soybeans in 2025. Inventory levels of corn and soybeans are expected to be supportive of grain prices into the summer of 2025.
Ethanol is blended with gasoline to meet requirements under the Renewable Fuel Standard of the Clean Air Act and for its octane value. Since 2010, corn used in ethanol production has historically consumed approximately 38% of the annual production of the U.S. corn crop, so demand for corn generally rises and falls with ethanol demand. The EPA’s recently proposed renewable volume requirements for 2026 and 2027 include increased volume requirements for biomass-based diesel and advanced biofuel, which are expected to be supportive of grain demand and prices. The chart below shows the production volumes of fuel ethanol in the U.S.
U.S. Plant Production of Fuel Ethanol (1) | Corn and Soybean Planted Acres (2) | |||||||
(1)Information used within this chart was obtained from the U.S. Energy Information Administration (“EIA”) through June 30, 2025.
(2)Information used within this chart was obtained from the USDA, National Agricultural Statistics Services as of June 30, 2025.
Weather continues to be a critical variable for crop production. Despite high planted acres and above trendline yields per acre for corn in the United States, global inventory levels for corn and soybeans remain near their historical 10-year averages and prices have remained elevated. Demand for nitrogen fertilizer, as well as other crop inputs, has been strong for the spring 2025 planting season, primarily due to elevated grain prices and favorable weather conditions for planting.
While we expect natural gas prices might remain below the elevated levels experienced in 2022 in the near term, we believe the structural shortage of natural gas in Europe will continue to be a source of volatility through at least 2026. Pet coke prices had been elevated since 2021 due to higher oil prices compared to historical levels, but as oil prices have declined, third-party pet coke prices declined in 2024 and have fallen further into 2025.
Partnership Initiatives
Based on recently completed engineering studies, the Coffeyville Facility could utilize natural gas as an optional feedstock to pet coke for the production of nitrogen fertilizer, subject to certain facility modifications. In addition, the Partnership could import larger than historical quantities of hydrogen directly from CVR Energy’s adjacent refinery, and increase the nameplate ammonia production of the Coffeyville Facility. The initial stages of the combined project has been approved by the board of directors of our general partner (the “Board”), subject to engineering and final cost estimates. We have begun detailed
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engineering and ordering long lead-time equipment. This project will make the Coffeyville Facility the only nitrogen fertilizer facility in the United States with dual feedstock flexibility.
Over the past two years, the Partnership has reserved funds for a series of debottlenecking projects that are intended to improve reliability and ultimately facilitate potential additions to production rates at the Facilities. During 2025, the Partnership has been executing projects focused on water and electrical reliability at the Facilities, along with expansions of diesel exhaust fluid production and loadout capabilities, among other projects. In addition, during the planned turnaround at the Coffeyville Facility in the fourth quarter of 2025, the Partnership intends to install a nitrous oxide abatement unit. After installation, the Partnership will have nitrous oxide abatement units on all four of its nitric acid plants. The funds needed in 2025 for these projects are expected to come from the reserves taken over the past two years.
The charts below show relevant market indicators by month through June 30, 2025:
Ammonia and UAN Market Pricing (1) | ||
Natural Gas Market Pricing (1) | Pet Coke Market Pricing (1) | |||||||
(1)Information used within these charts was obtained from various third-party sources, including Green Markets (a Bloomberg Company), Pace Petroleum Coke Quarterly, and the EIA, amongst others.
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Results of Operations
The following should be read in conjunction with the information outlined in the previous sections of this Part I, Item 2 and the financial statements and related notes thereto in Part I, Item 1 of this Report.
The chart presented below summarizes our ammonia utilization rate on a consolidated basis for the three and six months ended June 30, 2025 and 2024. Utilization is an important measure used by management to assess operational output at each of the Partnership’s Facilities. Utilization is calculated as actual tons of ammonia produced divided by capacity.
Utilization is presented solely on ammonia production, rather than on each nitrogen product, as it provides a comparative baseline against industry peers and eliminates the disparity of facility configurations for upgrade of ammonia into other nitrogen products. With production primarily focused on ammonia upgrade capabilities, we believe this measure provides a meaningful view of how we operate.
On a consolidated basis for the three months ended June 30, 2025, utilization decreased to 91% compared to 102% for the three months ended June 30, 2024 due primarily to planned downtime associated with control systems upgrades at the East Dubuque Facility and other minor unplanned outages at the Facilities during the second quarter of 2025 (the “Q2 2025 Outages”). For the six months ended June 30, 2025, utilization was 96%, consistent with utilization for the six months ended June 30, 2024. Utilization for the 2025 period was impacted primarily by the Q2 2025 Outages, while the 2024 period was impacted by the 14-day planned outage at the Coffeyville Facility during the first quarter of 2024 (the “Q1 2024 Outage”).
Sales and Pricing per Ton - Two of our key operating metrics are total sales volumes for ammonia and UAN, along with the product pricing per ton realized at the gate. Product pricing at the gate represents net sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure comparable across the fertilizer industry.
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Q2 Ammonia Sales Volumes and Pricing | Q2 UAN Sales Volumes and Pricing | |||||||
| YTD Ammonia Sales Volumes and Pricing | YTD UAN Sales Volumes and Pricing | |||||||
Production Volumes - Gross tons of ammonia represent the total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represents the ammonia available for sale that was not upgraded into other fertilizer products. The table below presents these metrics for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands of tons) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Ammonia (gross produced) | 197 | 221 | 413 | 414 | |||||||||||||||||||
Ammonia (net available for sale) | 54 | 69 | 117 | 130 | |||||||||||||||||||
| UAN | 321 | 337 | 668 | 643 | |||||||||||||||||||
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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 the Facilities for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Petroleum coke used in production (thousands of tons) | 130 | 133 | 261 | 261 | |||||||||||||||||||
Petroleum coke used in production (dollars per ton) | $ | 56.68 | $ | 62.96 | $ | 49.54 | $ | 69.21 | |||||||||||||||
Natural gas used in production (thousands of MMBtus) (1) | 1,897 | 2,213 | 4,057 | 4,361 | |||||||||||||||||||
Natural gas used in production (dollars per MMBtu) (1) | $ | 3.29 | $ | 1.93 | $ | 4.00 | $ | 2.51 | |||||||||||||||
Natural gas in cost of materials and other (thousands of MMBtus) (1) | 2,201 | 1,855 | 3,807 | 3,620 | |||||||||||||||||||
Natural gas in cost of materials and other (dollars per MMBtu) (1) | $ | 3.63 | $ | 1.85 | $ | 4.05 | $ | 2.65 | |||||||||||||||
(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, 2025 and 2024
For the three months ended June 30, 2025, the Partnership’s operating income and net income were $46.3 million and $38.8 million, respectively, compared to operating income and net income of $33.6 million and $26.2 million, respectively, for the three months ended June 30, 2024. For the six months ended June 30, 2025, the Partnership’s operating income and net income were $80.9 million and $65.9 million, respectively, compared to operating income and net income of $53.6 million and $38.8 million, respectively, for the six months ended June 30, 2024. These increases were driven in part by higher revenues, primarily due to an increase in UAN and ammonia sales volumes and prices, and favorable sales of other products, as well as lower pet coke feedstock costs, partially offset by higher natural gas and other purchased feedstock costs and increased volumes sold due to draws of UAN and ammonia inventory relative to the three months ended June 30, 2024 and draws of UAN inventory relative to the six months ended June 30, 2024.
| Net Sales | Operating Income | |||||||
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Net Income | EBITDA (1) | |||||||
(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.
Net Sales - For the three months ended June 30, 2025, net sales was $168.6 million compared to $132.9 million for the three months ended June 30, 2024. The increase was primarily due to favorable UAN sales volumes and prices contributing $21.0 million in higher revenue, combined with favorable ammonia sales volumes and prices contributing $11.7 million in higher revenue.
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, 2025 compared to the three months ended June 30, 2024:
| (in thousands) | Price Variance | Volume Variance | |||||||||
| UAN | $ | 16,952 | $ | 4,013 | |||||||
| Ammonia | 4,213 | 7,492 | |||||||||
For the three months ended June 30, 2025 compared to the three months ended June 30, 2024, UAN and ammonia sales volumes increased despite lower production volumes, primarily due to strong demand and a larger shift of product deliveries from the second quarter into the first quarter in the prior year driven by favorable weather allowing farmers to apply earlier in the year. In addition, UAN and ammonia sales prices were favorable in 2025 due to improved market conditions, primarily driven by tight inventory levels. These inventory constraints resulted from increased demand arising from higher planting acreage in 2025, as well as domestic and international production outages that reduced global supply of nitrogen fertilizers. Higher natural gas prices also raised input costs, contributing to an overall increase in market prices.
For the six months ended June 30, 2025, net sales was $311.4 million compared to $260.6 million for the six months ended June 30, 2024. This increase was primarily due to favorable UAN sales volumes and prices contributing $31.3 million in higher revenues, combined with favorable ammonia sales volumes and prices contributing $8.0 million in higher revenues.
The following table demonstrates the impact of changes in sales volume and pricing for the primary components of net sales, excluding urea products, freight, and other revenue, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024:
| (in thousands) | Price Variance | Volume Variance | |||||||||
| UAN | $ | 13,312 | $ | 18,005 | |||||||
| Ammonia | 5,637 | 2,343 | |||||||||
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The increase in ammonia and UAN sales pricing for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was due to the same conditions described for the three-month period. The increase in UAN sales volumes for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily attributable to higher UAN production volumes in the current period as a result of the Q1 2024 Outage, partially offset by the Q2 2025 Outages. The increase in ammonia sales volumes is primarily due to increased demand arising from higher planting acreage in 2025.
| Cost of Materials and Other | Direct Operating Expenses (1) | |||||||
(1)Exclusive of depreciation and amortization expense.
Cost of Materials and Other - For the three and six months ended June 30, 2025, cost of materials and other was $32.5 million and $60.4 million, respectively, compared to $26.1 million and $51.4 million for the three and six months ended June 30, 2024, respectively. These increases were driven primarily by increased volumes sold, increased natural gas prices, higher volumes of other purchased feedstocks, and increased distribution costs in the current periods, partially offset by lower pet coke prices.
Direct Operating Expenses (exclusive of depreciation and amortization) - For the three and six months ended June 30, 2025, direct operating expenses (exclusive of depreciation and amortization) was $60.5 million and $115.0 million, respectively, compared to $46.9 million and $102.5 million for the three and six months ended June 30, 2024, respectively. These increases were primarily a result of increased volumes sold, increased utility costs from higher natural gas and electricity prices, and higher personnel costs in the current periods. For the six months ended June 30, 2025, the aforementioned increases were partially offset by decreased repairs and maintenance costs compared to the six months ended June 30, 2024.
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| Depreciation and Amortization | Selling, General, and Administrative Expenses | |||||||
Selling, General, and Administrative Expenses - For the three and six months ended June 30, 2025, selling, general and administrative expenses was $8.0 million and $15.9 million, respectively, compared to $6.3 million and $13.6 million, respectively, for the three and six months ended June 30, 2024. These increases were primarily related to higher share-based compensation due to larger increases in market prices for CVR Partners’ common units in the current period compared to the prior period.
Non-GAAP Measures
Our management uses certain non-GAAP performance measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”). These non-GAAP financial measures are important factors in assessing our operating results and profitability and include the performance and liquidity measures defined below.
The following are non-GAAP measures we present for the periods ended June 30, 2025 and 2024:
EBITDA - Net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense.
Adjusted EBITDA - EBITDA adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends.
Available Cash for Distribution - EBITDA for the quarter excluding noncash income or expense items (if any), for which adjustment is deemed necessary or appropriate by the Board in its sole discretion, less (i) reserves for maintenance capital expenditures, debt service and other contractual obligations and (ii) reserves for future operating or capital needs (if any), in each case, that the Board deems necessary or appropriate in its sole discretion. Available Cash for Distribution may be increased by the release of previously established cash reserves, if any, and other excess cash, at the discretion of the Board.
We present these measures because we believe they may help investors, analysts, lenders, and ratings agencies analyze our results of operations and liquidity in conjunction with our GAAP results, including, but not limited to, our operating performance as compared to other publicly traded companies in the fertilizer industry, without regard to historical cost basis or financing methods, and our ability to incur and service debt and fund capital expenditures. Non-GAAP measures have important limitations as analytical tools because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable GAAP financial measures. Refer to the “Non-GAAP Reconciliations” included herein for reconciliation of these amounts. Due to rounding, numbers presented within this section may not add or equal to numbers or totals presented elsewhere within this document.
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Non-GAAP Reconciliations
Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Available Cash for Distribution
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income | $ | 38,768 | $ | 26,219 | $ | 65,856 | $ | 38,798 | |||||||||||||||
| Interest expense, net | 7,580 | 7,510 | 15,307 | 15,175 | |||||||||||||||||||
| Income tax benefit | — | — | — | (25) | |||||||||||||||||||
| Depreciation and amortization | 20,861 | 20,040 | 38,902 | 39,331 | |||||||||||||||||||
| EBITDA and Adjusted EBITDA | 67,209 | 53,769 | 120,065 | 93,279 | |||||||||||||||||||
| Adjustments (Reserves)/Releases: | |||||||||||||||||||||||
| Accrued interest expense (excluding capitalized interest) | (9,064) | (8,485) | (18,023) | (16,970) | |||||||||||||||||||
Future operating needs (1) | — | — | (8,000) | — | |||||||||||||||||||
Capital expenditures (2) | (14,015) | (21,106) | (25,608) | (29,653) | |||||||||||||||||||
Turnaround expenditures, net (3) | (2,308) | (3,235) | (5,130) | (6,593) | |||||||||||||||||||
Equity method investment (4) | (720) | (830) | 1,723 | 362 | |||||||||||||||||||
Available cash for distribution (5) | $ | 41,102 | $ | 20,113 | $ | 65,027 | $ | 40,425 | |||||||||||||||
| Common units outstanding | 10,570 | 10,570 | 10,570 | 10,570 | |||||||||||||||||||
(1)Amount consists of reserves established by the Board for potential future cash needs related to nitrogen fertilizer seasonality and feedstock price volatility.
(2)Amount consists of maintenance capital expenditures, including additional reserves for future profit and growth projects, net of any releases of previously reserved funds, of $7.5 million and $15.4 million for the three and six months ended June 30, 2025, respectively, and $16.3 million and $20.6 million for the three and six months ended June 30, 2024, respectively.
(3)Amount consists of reserves for periodic, planned turnarounds, net of expenditures incurred in the period.
(4)Amount consists of distributions received by the Partnership adjusted for the amortization of deferred revenue related to the joint venture created to monetize certain tax credits under Section 45Q of the Internal Revenue Code of 1986 (“45Q Transaction”).
(5)Amount represents the cumulative available cash for distribution based on full year results. However, available cash for distribution is calculated quarterly, with distributions (if any) being paid in the following period. The Partnership declared and paid a cash distribution of $1.75 and $2.26 per common unit related to the fourth quarter of 2024 and the first quarter of 2025, respectively, and declared a cash distribution of $3.89 per common unit related to the second quarter of 2025 to be paid in August 2025.
Liquidity and Capital Resources
Our principal source of liquidity has historically been and continues to be cash from operations, which can include cash advances from customers resulting from prepay contracts. Our principal uses of cash are for working capital, capital and turnaround expenditures, funding our debt service obligations, and paying distributions to our unitholders.
When considering the market conditions and current geopolitical matters, we currently believe that our cash from operations and existing cash and cash equivalents, along with borrowings and reserves, as necessary, will be sufficient to satisfy anticipated cash requirements associated with our existing operations for at least the next 12 months. However, our future capital expenditures and other cash requirements could be higher than we currently expect as a result of various factors including, but not limited to, rising material and labor costs, other inflationary pressures, and interest rate fluctuations. Additionally, potential supply chain disruptions, geopolitical and economy instability, volatility in commodity prices, and changes in regulatory policies could adversely affect our operations. Our ability to generate sufficient cash from our operating activities and secure additional financing depends on our future performance, which is subject to operating performance, as well as general economic, political, financial, competitive, and other factors, some of which may be beyond our control. Furthermore, changes in the U.S trade policies, shifts in global demand and tightening credit market conditions could impact our financial stability.
Depending on the needs of our business, contractual limitations, and market conditions, we may from time to time seek to issue equity securities, incur additional debt, issue debt securities, or redeem, repurchase, refinance, or retire our outstanding
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debt through privately negotiated transactions, open market repurchases, redemptions, exchanges, tender offers or otherwise. There can be no assurance that we will seek to do any of the foregoing or that we will be able to do any of the foregoing on terms acceptable to us or at all.
The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of June 30, 2025 and through date of filing, as applicable.
Cash and Other Liquidity
As of June 30, 2025, we had cash and cash equivalents of $114.4 million, and combined with $47.3 million available under our ABL Credit Facility, we had total liquidity of $161.7 million. As of December 31, 2024, we had $90.9 million in cash and cash equivalents and, combined with $38.9 million available under our ABL Credit Facility, we had total liquidity of $129.8 million.
Long-term debt consisted of the following:
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
6.125% Senior Secured Notes, due June 2028 | $ | 550,000 | $ | 550,000 | |||||||
| Unamortized debt issuance costs | (1,868) | (2,152) | |||||||||
| Total long-term debt | $ | 548,132 | $ | 547,848 | |||||||
As of June 30, 2025, the Partnership had outstanding the 6.125% Senior Secured Notes, due June 2028 and the ABL Credit Facility, the proceeds of which may be used to fund working capital, capital expenditures, and for other general corporate purposes. Refer to Part II, Item 8, Note 8 (“Long-Term Debt”) of our 2024 Form 10-K for further information.
Capital Spending
We divide capital spending needs into two categories: maintenance and growth. Maintenance capital spending includes non-discretionary maintenance projects and projects required to comply with environmental, health, and safety regulations. Growth capital projects generally involve an expansion of existing capacity, reliability improvements, and/or a reduction in direct operating expenses. We undertake growth capital spending based on the expected return on incremental capital employed, which is typically funded by reserves taken in prior years.
Our total capital expenditures for the six months ended June 30, 2025, along with our estimated expenditures for 2025 are as follows:
| Six Months Ended June 30, | Estimated full year | ||||||||||
| (in thousands) | 2025 | 2025 | |||||||||
| Maintenance capital | $ | 10,253 | $40,000 - 45,000 | ||||||||
| Growth capital | 6,426 | 15,000 - 20,000 | |||||||||
| Total capital expenditures | $ | 16,679 | $55,000 - 65,000 | ||||||||
Our estimated capital expenditures are subject to change due to changes in capital projects’ cost, scope, and completion time. For example, we may experience changes in labor or equipment costs necessary to comply with government regulations or to complete projects that sustain or improve the profitability of the Facilities. We may also accelerate or defer some capital expenditures from time to time. The Board determines capital spending for CVR Partners. We will continue to monitor market conditions and make adjustments, if needed, to our current capital spending or turnaround plans.
The next planned turnarounds are currently scheduled to commence in the fourth quarter of 2025 at the Coffeyville Facility, costing approximately $15 million and lasting 30 days, and in 2026 at the East Dubuque Facility. Turnaround costs are not capitalized, but instead are expensed as incurred, and are expected to be funded through cash reserves taken during the three years preceding the turnaround.
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Cash Requirements
There have been no material changes to the cash requirements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, outside the ordinary course of business.
Distributions to Unitholders
The current policy of the Board is to distribute all Available Cash for Distribution, as determined by the Board in its sole discretion, the Partnership generates on a quarterly basis. The Board will determine Available Cash for Distribution for each quarter following the end of such quarter. Available Cash for Distribution for each quarter is calculated as EBITDA for the quarter excluding noncash income or expense items (if any), for which adjustment is deemed necessary or appropriate by the Board in its sole discretion, less (i) reserves for maintenance capital expenditures, debt service and other contractual obligations, and (ii) reserves for future operating or capital needs (if any), in each case, that the Board deems necessary or appropriate in its sole discretion. Available Cash for Distribution may be increased by releasing previously established cash reserves, if any, and other excess cash, at the discretion of the Board.
Distributions, if any, including the payment, amount, and timing thereof, and the Board’s distribution policy, including the definition of Available Cash for Distribution and reserves relating thereto, are subject to change at the discretion of the Board. The following tables present quarterly distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy and IEP, during 2025 and 2024 (amounts presented in the table below may not add to totals presented due to rounding):
| Quarterly Distributions Per Common Unit | Quarterly Distributions Paid (in thousands) | |||||||||||||||||||||||||||||||||||||
| Related Period | Date Paid | Public Unitholders | IEP | CVR Energy | Total | |||||||||||||||||||||||||||||||||
2024 - 4th Quarter | March 10, 2025 | $ | 1.75 | $ | 11,381 | $ | 305 | $ | 6,811 | $ | 18,497 | |||||||||||||||||||||||||||
2025 - 1st Quarter | May 19, 2025 | 2.26 | 14,477 | 615 | 8,796 | 23,888 | ||||||||||||||||||||||||||||||||
Total 2025 quarterly distributions | $ | 4.01 | $ | 25,858 | $ | 920 | $ | 15,607 | $ | 42,385 | ||||||||||||||||||||||||||||
2023 - 4th Quarter | March 11, 2024 | $ | 1.68 | $ | 11,218 | $ | — | $ | 6,539 | $ | 17,757 | |||||||||||||||||||||||||||
2024 - 1st Quarter | May 20, 2024 | 1.92 | 12,821 | — | 7,472 | 20,293 | ||||||||||||||||||||||||||||||||
2024 - 2nd Quarter | August 19, 2024 | 1.90 | 12,688 | — | 7,395 | 20,082 | ||||||||||||||||||||||||||||||||
2024 - 3rd Quarter | November 18, 2024 | 1.19 | 7,946 | — | 4,632 | 12,578 | ||||||||||||||||||||||||||||||||
Total 2024 quarterly distributions | $ | 6.69 | $ | 44,673 | $ | — | $ | 26,037 | $ | 70,710 | ||||||||||||||||||||||||||||
For the second quarter of 2025, the Partnership, upon approval by the Board on July 30, 2025, declared a distribution of $3.89 per common unit, or approximately $41.1 million, which is payable August 18, 2025 to unitholders of record as of August 11, 2025. Of this amount, CVR Energy and IEP will receive approximately $15.1 million and $1.1 million, respectively, with the remaining amount payable to public unitholders.
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Cash Flows
The following table sets forth our cash flows for the periods indicated below:
| Six Months Ended June 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | Change | ||||||||||||||
Net cash flow provided by (used in): | |||||||||||||||||
Operating activities | $ | 79,493 | $ | 51,025 | $ | 28,468 | |||||||||||
Investing activities | (10,690) | (10,730) | 40 | ||||||||||||||
Financing activities | (45,260) | (38,050) | (7,210) | ||||||||||||||
| Net increase in cash and cash equivalents | $ | 23,543 | $ | 2,245 | $ | 21,298 | |||||||||||
Cash Flows from Operating Activities
The change in net cash flows from operating activities for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily due to an increase in net income of $27.1 million caused by higher sales attributable to favorable UAN and ammonia pricing conditions and sales volumes in the current period.
Cash Flows from Investing Activities
The marginal change in net cash flows from investing activities for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was due to an increase in distributions received from CVR Partners’ equity method investment of $1.4 million in 2025, associated with the 45Q Transaction, mostly offset by an increase in capital expenditures of $1.4 million during 2025 resulting from an increase in various capital projects in the current period compared to 2024.
Cash Flows from Financing Activities
The change in net cash flows from financing activities for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was mainly due to an increase in cash distributions paid of $4.3 million in 2025 compared to 2024 and payments related to capital lease obligations of $2.9 million in the current period.
Critical Accounting Estimates
Our critical accounting estimates are disclosed in the “Critical Accounting Estimates” section of our 2024 Form 10-K. No modifications have been made during the three and six months ended June 30, 2025 to these estimates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our market risks as of and for the three and six months ended June 30, 2025 as compared to the risks discussed in Part II, Item 7A of our 2024 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Partnership has evaluated, under the direction and with the participation of the Executive Chairman, Chief Executive Officer, and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon this evaluation, the Partnership’s Executive Chairman, Chief Executive Officer, and Chief Financial Officer concluded that disclosure controls and procedures were effective as of June 30, 2025.
Changes in Internal Control Over Financial Reporting
There have been no material changes in the Partnership’s internal control over financial reporting required by Rule 13a-15 of the Exchange Act that occurred during the fiscal quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Part I, Item 1, Note 10 (“Commitments and Contingencies”) of this Report, which is incorporated by reference into this Part II, Item 1, for a description of certain litigation, legal, and administrative proceedings and environmental matters.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our 2024 Form 10-K. Additional risks and uncertainties, including risks and uncertainties not presently known to us, or that we currently deem immaterial, could also have an adverse effect on our business, financial condition, and/or results of operations.
Item 5. Other Information
During the three months ended June 30, 2025, no director or officer of the general partner adopted terminated
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Board of Directors
On July 28, 2025, the Board of Directors (the “Board”) of CVR GP, LLC (the “General Partner”), the general partner of CVR Partners, LP (the “Partnership”), increased the size of the Board from six members to seven members and appointed Kevan Vick to fill the newly created directorship effective August 1, 2025. In connection with Mr. Vick’s appointment, the Board affirmatively determined that he qualifies as independent under the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange. Neither the Partnership nor the General Partner is aware of any transactions in which Mr. Vick has an interest that would be required to be disclosed under Item 404(a) of Regulation S-K, and no arrangement or understanding exists between Mr. Vick and any other person pursuant to which he was selected as a director. Mr. Vick will be entitled to receive compensation for his service on the Board or its committees (if any) in accordance with the compensation program in place for other non-employee directors, as previously disclosed by the Partnership in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Mr. Vick will enter into the Partnership’s standard form of indemnification agreement pursuant to which the Partnership is required to indemnify Mr. Vick against certain liabilities that may arise by reason of his service as a director and to advance certain expenses to him. The form of the indemnification agreement has been filed as Exhibit 10.26 to the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
Executive Management
Introductory Note
The General Partner is indirectly wholly owned by CVR Energy, Inc. (“CVR Energy”). In addition, CVR Energy indirectly owns approximately 37% of the common units representing limited partner interests of the Partnership. David L. Lamp, the Executive Chairman and a member of the Board of Directors (the “UAN Board”) of the General Partner, is employed by an indirect subsidiary of CVR Energy. Mr. Lamp also serves as CVR Energy’s President and Chief Executive Officer and as a member of CVR Energy’s Board of Directors (the “CVI Board”). Mark A. Pytosh is a Director and the President and Chief Executive Officer of the General Partner.
Amendment to Employment Agreement with David L. Lamp
On July 28, 2025, the Compensation Committee (the “Compensation Committee”) of the CVI Board approved, and entered into, an amendment (the “Amendment”) to the employment agreement by and between CVR Energy and Mr. Lamp, dated December 12, 2024 (the “Lamp Employment Agreement”). The Amendment provides that Mr. Lamp may voluntarily resign his
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employment for any reason during the term upon not less than five (5) months’ notice and that the Resignation Notice Requirement (as defined in the Lamp Employment Agreement) will be satisfied upon five (5) months’ notice of Mr. Lamp’s intent to resign from CVR Energy without Good Reason (as defined in the Lamp Employment Agreement).
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed with this Report as Exhibit 10.6 and is incorporated herein in its entirety by reference.
Resignation of David L. Lamp
On July 28, 2025, in accordance with the Lamp Employment Agreement, as amended by the Amendment, Mr. Lamp notified CVR Energy of his intention to resign without Good Reason from his position as President and Chief Executive Officer of CVR Energy, as well as from all other officer and director positions he holds with CVR Energy’s direct and indirect subsidiaries, other than as a Director of the General Partner and as a Director of CVR Energy, in each case effective December 31, 2025. Mr. Lamp’s decision to resign from his positions with CVR Energy was not the result of any disagreement with CVR Energy or any matter relating to the operations, policies or practices of CVR Energy. Mr. Lamp is expected to remain on the CVI Board and the UAN Board.
Employment Agreement with Mark A. Pytosh
On July 28, 2025, the Compensation Committee also approved, and CVR Energy entered into, an employment agreement (the “Pytosh Employment Agreement”) with Mr. Pytosh, who currently serves as the Executive Vice President – Corporate Services of CVR Energy and has held such positions since January 2018, pursuant to which he is expected to be appointed as President and Chief Executive Officer and a Director of CVR Energy and which, subject to the satisfaction of the conditions set forth therein, will commence on January 1, 2026. The Pytosh Employment Agreement provides for an initial three (3)-year term which extends automatically for successive one-year renewal terms, unless either CVR Energy or Mr. Pytosh provides six (6) months’ notice of its or his (as applicable) intent to not extend the term. Under the terms of the Pytosh Employment Agreement, Mr. Pytosh’s base salary will be $1,100,000 and Mr. Pytosh will be eligible to receive an annual cash bonus with a target equal to 150% of his base salary under the performance-based bonus plan approved by the Compensation Committee (the “Annual Bonus”). Mr. Pytosh is also entitled to receive an annual award (“LTIP Award”) equal to 150% of his base salary under or in connection with CVR Energy’s Third Amended and Restated 2007 Long Term Incentive Plan, or its successor (the “Plan”), which LTIP Awards are expected to vest ratably on each of the first three anniversaries of the applicable grant date, subject to certain customary forfeiture and acceleration provisions and the terms of the applicable award agreement and the Plan.
The Pytosh Employment Agreement also provides that Mr. Pytosh will be eligible to receive a transaction bonus in cash equal to (x) $10,000,000 upon the consummation of a Significant CVI Transaction (as defined in the Pytosh Employment Agreement) and (y) $2,500,000 upon the consummation of a Significant UAN Transaction (as defined in the Pytosh Employment Agreement), in each case, provided that such Significant CVI Transaction or Significant UAN Transaction is consummated during the term of the Pytosh Employment Agreement or within the sixty (60) days following a Qualifying Termination (as defined below).
The Pytosh Employment Agreement also entitles Mr. Pytosh to certain severance payments in the event his employment is terminated (a) by CVR Energy without Cause (as defined in the Pytosh Employment Agreement) or (b) by Mr. Pytosh for Good Reason (as defined in the Employment Agreement) (each, a “Qualifying Termination”). Upon a Qualifying Termination, Mr. Pytosh will be entitled to receive the following severance payments, subject in each case to applicable deductions and withholdings, as well as other terms and conditions set forth in the Pytosh Employment Agreement, including Mr. Pytosh’s continued compliance with certain restrictive covenants and his timely execution and non-revocation of a release of claims:
•A cash payment equal to 1.5 times the sum of (A) twelve months of the base salary plus (B) the average of the annual bonuses actually paid to Mr. Pytosh during the three (3) calendar years immediately preceding the date of termination, payable in substantially equal installments over the eighteen (18)-month period following the date of termination (the “Severance Payment”);
•A cash payment equal to the actual Annual Bonus that would have otherwise been earned for the year of termination, based on achievement of the individual and/or corporate performance criteria, prorated based on the date of termination (a “Pro-Rata Bonus”); and
•Accelerated vesting as to 100% of the unvested portion of any then-outstanding Incentive / Phantom Unit Awards (as defined in the Pytosh Employment Agreement) (“Accelerated LTIP Vesting”).
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Without duplication, if Mr. Pytosh experiences a Qualifying Termination during the Change in Control Period (as defined in the Pytosh Employment Agreement), the Severance Payment and Pro-Rata Bonus will instead be payable in a cash lump, provided that such lump sum payment will be reduced by any portion of the Severance Payment and/or Pro-Rata Bonus that was received by Mr. Pytosh prior to the consummation of the Change in Control (as defined in the Pytosh Employment Agreement).
If Mr. Pytosh resigns without Good Reason, but provides at least six (6) months’ notice of his intent to resign, he will receive a cash payment equal to the target Annual Bonus, prorated based on the date of termination (a “Target Pro-Rata Bonus”). If the Pytosh Employment Agreement is terminated due to Mr. Pytosh’s death or Disability (as defined in the Pytosh Employment Agreement), Mr. Pytosh will receive a Target Pro-Rata Bonus and Accelerated LTIP Vesting, payable in a lump sum cash payment.
The Pytosh Employment Agreement also contains other terms customary for agreements of this type, including confidentiality, non-disparagement and non-competition obligations and supersedes all prior agreements and understandings by and between Mr. Pytosh and CVR Energy, including, without limitation, the Change in Control and Severance Plan Participation Agreement by and between Mr. Pytosh and CVR Energy. Mr. Pytosh’s biography as detailed in the Partnership’s most recent Annual Report on Form 10-K filed on February 19, 2025, is hereby incorporated by reference. Following his expected appointment, Mr. Pytosh is expected to remain as a Director and President and Chief Executive Officer of the General Partner.
The foregoing description of the Pytosh Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Pytosh Employment Agreement, which is filed with this Report as Exhibit 10.7 and is incorporated herein in its entirety by reference.
Item 6. Exhibits
| INDEX TO EXHIBITS | ||||||||
| Exhibit Number | Exhibit Description | |||||||
| 10.1**^ | CVR Partners, LP 2025 Long-Term Incentive Plan, effective June 5, 2025 (incorporated by reference to Appendix A to the Partnership’s Proxy Statement filed on April 22, 2025). | |||||||
| 10.2**^ | CVR Partners, LP 2025 Long-Term Incentive Plan Employee Phantom Unit Agreement - Executive (incorporated by reference to Exhibit 10.2 of the Partnership’s Form 8-K filed on June 6, 2025). | |||||||
| 10.3**^ | CVR Partners, LP 2025 Long-Term Incentive Plan Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.3 of the Partnership’s Form 8-K filed on June 6, 2025). | |||||||
| 10.4*^ | CVR Energy, Inc. Change in Control and Severance Plan, as amended effective February 14, 2025. | |||||||
| 10.5*+^ | CVR Partners, LP and Subsidiaries 2025 Performance-Based Bonus Plan - Fertilizer, approved April 29, 2025. | |||||||
| 10.6*^ | Amendment to Employment Agreement, dated as of December 12, 2024, by and between CVR Energy, Inc. and David L. Lamp. | |||||||
| 10.7*^ | Employment Agreement, dated as of July 28, 2025, by and between CVR Energy, Inc. and Mark A. Pytosh. | |||||||
| 31.1* | Rule 13a-14(a)/15d-14(a) Certification of Executive Chairman. | |||||||
| 31.2* | Rule 13a-14(a)/15d-14(a) Certification of President and Chief Executive Officer. | |||||||
| 31.3* | Rule 13a-14(a)/15d-14(a) Certification of Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary. | |||||||
| 31.4* | Rule 13a-14(a)/15d-14(a) Certification of Vice President, Chief Accounting Officer and Corporate Controller. | |||||||
| 32.1† | Section 1350 Certification of Executive Chairman, President and Chief Executive Officer, Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary, and Vice President, Chief Accounting Officer and Corporate Controller. | |||||||
June 30, 2025 | 35
Table of Contents
| 101* | The following financial information for CVR Partners, LP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted Inline XBRL (“Extensible Business Reporting Language”) includes: (1) Condensed Consolidated Balance Sheets (unaudited), (2) Condensed Consolidated Statements of Operations (unaudited), (3) Condensed Consolidated Statements of Partners’ Capital (unaudited), (4) Condensed Consolidated Statements of Cash Flows (unaudited) and (5) the Notes to Condensed Consolidated Financial Statements (unaudited), tagged in detail. | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
| * | Filed herewith. | ||||
| ** | Previously filed. | ||||
| † | Furnished herewith. | ||||
| + | Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. CVR Partners agrees to furnish supplementally an unredacted copy of this exhibit to the SEC upon request. | ||||
| ^ | Denotes management contract or compensatory plan or arrangement. | ||||
PLEASE NOTE: Pursuant to the rules and regulations of the SEC, we may file or incorporate by reference agreements as exhibits to the reports that we file with or furnish to the SEC. The agreements are filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Partnership, its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Partnership’s public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Partnership, its business or operations on the date hereof.
June 30, 2025 | 36
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CVR Partners, LP | |||||||||||
| By: | CVR GP, LLC, its general partner | ||||||||||
| July 31, 2025 | By: | /s/ Dane J. Neumann | |||||||||
| Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary | |||||||||||
| (Principal Financial Officer) | |||||||||||
| July 31, 2025 | By: | /s/ Jeffrey D. Conaway | |||||||||
| Vice President, Chief Accounting Officer and Corporate Controller | |||||||||||
| (Principal Accounting Officer) | |||||||||||
June 30, 2025 | 37
FAQ
How many HUSA shares are being registered in the S-1?
Up to 10,300,000 shares of common stock for resale by Tumim Stone Capital.
What is the size and pricing of Houston American’s equity line?
The ELOC allows purchases of up to $100 million over 24 months at 96 % of the lowest three-day VWAP after each notice.
Will Houston American receive proceeds from Tumim’s share sales?
No. HUSA receives cash only when it issues shares to Tumim; Tumim’s subsequent resales generate no proceeds for the company.
What did HUSA acquire with the AGIG transaction?
HUSA acquired Abundia Global Impact Group, a waste-to-fuels technology firm, by issuing 31.8 m shares, giving AGIG holders 94 % of post-deal equity.
Why did Houston American execute a reverse stock split?
The 1-for-10 reverse split on 6 Jun 2025 was intended to boost the share price and maintain NYSE American listing compliance.
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