GlobeNewswire Inc | Nov 2, 2020 05:24PM EST

November 02, 2020

SUGAR LAND, Texas, Nov. 02, 2020 (GLOBE NEWSWIRE) -- CVR Partners, LP (CVR Partners or the Partnership) (NYSE: UAN), a manufacturer of ammonia and urea ammonium nitrate (UAN) solution fertilizer products, today announced a net loss of $19 million, or 17 cents per common unit, on net sales of $79 million for the third quarter 2020, compared to a net loss of $23 million, or 20 cents per common unit, on net sales of $89 million for the third quarter 2019. EBITDA was $15 million for the third quarter of 2020, compared to $11 million for the third quarter of 2019.

CVR Partners achieved strong production during the 2020 third quarter, with the Coffeyville and East Dubuque fertilizer plants posting a combined ammonia utilization rate of 98 percent, said Mark Pytosh, Chief Executive Officer of CVR Partners general partner. The solid performance of our fertilizer facilities coupled with higher product sales volumes has helped offset lower product pricing.

In addition, farm economics have significantly improved since the summer, Pytosh said. Corn and soybean prices have increased by 30 percent since July and harvest weather conditions have been favorable. Looking ahead, we anticipate strong customer demand for both the fall 2020 and spring 2021 fertilizer applications.

Consolidated Operations

For the third quarter of 2020, CVR Partners average realized gate prices for UAN showed a reduction over the prior year, down 23 percent to $140 per ton, and ammonia was down 28 percent over the prior year to $242 per ton.Average realized gate prices for UAN and ammonia were $182 per ton and $337 per ton, respectively, for the third quarter 2019.

CVR Partners fertilizer facilities produced a combined 215,000 tons of ammonia during the third quarter of 2020, of which 71,000 net tons were available for sale while the rest was upgraded to other fertilizer products, including 330,000 tons of UAN. In the third quarter of 2019, the fertilizer facilities produced 196,000 tons of ammonia, of which 56,000 net tons were available for sale while the remainder was upgraded to other fertilizer products, including 318,000 tons of UAN.

The Partnerships ABL Credit Agreement was amended on Sept.29, 2020, to, among other things, extend its term to Sept.30, 2022, optimize the borrowing capacity and fee structure, and revise certain provisions to provide an improved credit facility for the Partnership. The proceeds may be used to fund working capital, capital expenditures and for other general corporate purposes.

NYSE Listing Requirements and Reverse Split

The Partnerships common units are listed on the New York Stock Exchange (the NYSE) under the symbol UAN. On April20, 2020, the average closing price of the Partnerships common units over a 30 consecutive trading-day period fell below $1.00 per common unit, resulting in noncompliance with the continued listing standards in Section 802.01C of the NYSE Listing Company Manual. The Partnership received written notification of this noncompliance from the NYSE on April22, 2020, and currently has until Jan. 1, 2021, to regain compliance or be subject to the NYSEs suspension and delisting procedures. As of Sept. 30, 2020, the average closing price of the Partnerships common units over the preceding consecutive 30 trading-day period has remained below $1.00 per common unit.

On Nov. 2, 2020, the Partnership announced that the board of directors of its general partner (the Board) had approved a 1-for-10 reverse split of the Partnerships common units to be effective at 5:00 p.m. Eastern Time on Nov. 23, 2020, pursuant to which each ten common units of the Partnership would be converted into one common unit of the Partnership. In accordance with the Partnerships Agreement of Limited Partnership, as amended, following the reverse split any fractional units of record holders will be rounded up or down, as applicable, to the nearest whole common unit, with any fraction equal to or above 0.5 common units rounding up to the next higher common unit. Following the reverse split, the number of common units outstanding would decrease from approximately 111 million common units to approximately 11 million common units, with proportionate adjustments to the common units under the Partnerships long-term incentive plan and outstanding awards thereunder.

The Board determined the 1-for-10 ratio to be appropriate to meet the Partnerships goals of improving the marketability of its common units, regaining compliance with NYSE listing requirements, and reducing the risk of future noncompliance with such listing requirements.

The Partnerships common units are expected to begin trading on a split-adjusted basis when markets open on Nov. 24, 2020, under the symbol UAN and a new CUSIP number. The Partnership expects this reverse split will enable it to regain compliance with NYSE listing requirements by the Jan. 1, 2021, deadline.

Holders of certificates representing pre-split common units must surrender such certificates, together with a Letter of Transmittal, to our transfer agent, American Stock Transfer & Trust Company (AST), in exchange for post-split common units, which will be issued in book-entry form. For holders of common units in book-entry form with AST, no further action is required in connection with the reverse split. Holders may contact AST by phone at (877) 248-6417 or (718) 921-8317 or email to info@astfinancial.com.

Distributions

CVR Partners will not pay a cash distribution for the third quarter 2020. CVR Partners is a variable distribution master limited partnership. As a result, its distributions, if any, will vary from quarter to quarter due to several factors, including, but not limited to, its operating performance, fluctuations in the prices received for its finished products, maintenance capital expenditures, use of cash and cash reserves deemed necessary or appropriate by the Board.

Third Quarter 2020 Earnings Conference Call

CVR Partners previously announced that it will host its third quarter 2020 Earnings Conference Call on Tuesday, Nov. 3, at 11 a.m. Eastern. The Earnings Conference Call may also include discussion of the Partnerships developments, forward-looking information and other material information about business and financial matters.

The third quarter 2020 Earnings Conference Call will be webcast live and can be accessed on the Investor Relations section of CVR Partners website at www.CVRPartners.com. For investors or analysts who want to participate during the call, the dial-in number is (877) 407-8029. The webcast will be archived and available for 14 days at https://edge.media-server.com/mmc/p/69saujds. A repeat of the call also can be accessed for 14 days by dialing (877) 660-6853, conference ID 13712215.

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

Forward-Looking StatementsThis news release contains forward-looking statements. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are forward-looking statements, as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding future: farm economics including improvement thereof; impacts of COVID-19 including the duration thereof; distributions including the timing, payment and amount (if any) thereof; reverse unit split, including the amount, timing and impact thereof; operating performance, finished product pricing, costs and capital expenditures including management thereof, cash flow, use of cash and reserves; purchases under the Unit Repurchase Program (if any); demand for nitrogen fertilizer application; planted corn acreage; ammonia utilization rates; turnarounds and the impacts and expenses thereof; weather conditions; corn, soybean and feedstock pricing; direct operating expenses; depreciation and amortization; inventories; continued safe and reliable operations; timing of delivery; compliance with the NYSEs listing requirements; and other matters. You can generally identify forward-looking statements by our use of forward-looking terminology such as outlook, anticipate, believe, continue, could, estimate, expect, explore, evaluate, intend, may, might, plan, potential, predict, seek, should, or will, or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements, including (among others) impacts of planting season on our business, general economic and business conditions and other risks. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our most recent Annual Report on Form10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other SEC filings. These and other risks may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as of the date hereof. CVR Partners disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

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

For further information, please contact:

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

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

Non-GAAP Measures

Our management uses certain non-GAAP performance measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our GAAP financial information presented in accordance with U.S. 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.

Effective January 1, 2020, the Partnership no longer presents the non-GAAP performance measure of Adjusted EBITDA, as management no longer relies on this financial measure when evaluating the Partnerships performance and does not believe it enhances the users understanding of its financial statements in a useful manner.

The following are non-GAAP measures that continue to be presented for the period ended September 30, 2020:

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

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

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

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

Factors Affecting Comparability of Our Financial Results

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

Major Scheduled Turnaround Activities

On September 14, 2019, the East Dubuque Facility began a major scheduled turnaround and the ammonia and UAN units were down for approximately 17 days during the quarter. This turnaround was completed in October 2019. Overall, quarterly results were negatively impacted due to the lost production during the downtime that resulted in lost sales and certain reduced variable expenses included in Cost of materials and other and Direct operating expenses (exclusive of depreciation and amortization). Exclusive of the impacts due to the lost production during the turnaround downtime, costs of approximately $6.8million and $7.0million are included in Direct operating expenses (exclusive of depreciation and amortization) in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2019, respectively.

Goodwill Impairment

As of June 30, 2020, a full, non-cash impairment charge of $41.0million was recorded. Refer to Note 6 (Goodwill) to Part I, Item 1 of the second quarter 2020 Form 10-Q for further discussion.

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

Financial and Operational Data

Three Months Ended Nine Months Ended September 30, September 30,(inthousands,except per unit 2020 2019 2020 2019data)ConsolidatedStatement of Operations DataNet sales (1) $ 79,482 $ 88,582 $ 259,654 $ 318,115 Operating costs and expenses:Cost of materials 21,736 21,617 67,675 71,347 and otherDirect operatingexpenses(exclusive of 38,555 47,554 113,686 128,004 depreciation andamortization)Depreciation and 18,029 18,418 56,997 60,032 amortizationCost of sales 78,320 87,589 238,358 259,383 Selling, generaland 4,232 6,326 14,038 19,637 administrativeexpensesLoss on asset 39 2,184 120 2,629 disposalsGoodwill ? ? 40,969 ? impairmentOperating (loss) (3,109 ) (7,517 ) (33,831 ) 36,466 incomeOther (expense) income:Interest expense, (15,877 ) (15,621 ) (47,550 ) (46,870 ) netOther income, net 57 174 122 229 Loss before (18,929 ) (22,964 ) (81,259 ) (10,175 ) income taxesIncome tax 23 12 40 (88 ) expense (benefit)Net loss $ (18,952 ) $ (22,976 ) $ (81,299 ) $ (10,087 ) Basic and dilutedloss per unit $ (0.17 ) $ (0.20 ) $ (0.72 ) $ (0.09 ) dataDistributionsdeclared per unit ? 0.14 ? 0.33 data EBITDA* $ 14,977 $ 11,075 $ 23,288 $ 96,727 Available Cash (5,878 ) 8,047 (11,797 ) 31,192 for Distribution* Weighted-averagecommon units 111,294 113,283 112,577 113,283 outstanding -basic and diluted



See Non-GAAP Reconciliations section below for a reconciliation of these amounts.(1)Below are the components of net sales:

Three Months Ended Nine Months Ended September 30, September 30,(in thousands) 2020 2019 2020 2019Components of net sales:Fertilizer sales $ 67,422 $ 77,655 $ 227,709 $ 288,243 Freight in revenue 9,545 8,752 24,222 23,909 Other 2,515 2,175 7,723 5,963 Total net sales $ 79,482 $ 88,582 $ 259,654 $ 318,115

Selected Balance Sheet Data

(in thousands) September 30, 2020 December 31, 2019Cash and cash equivalents $ 48,285 $ 36,994 Working capital 47,502 49,429 Total assets 1,046,941 1,137,955 Total debt, including current portion 635,202 632,406 Total liabilities 711,089 718,411 Total partners? capital 335,852 419,544

Selected Cash Flow Data

Three Months Ended Nine Months Ended September 30, September 30,(in 2020 2019 2020 2019thousands)Net cashflow provided by(used in):Operating $ 22,439 $ 33,991 $ 29,217 $ 68,672 activitiesInvesting (4,969 ) (3,730 ) (15,126 ) (9,398 ) activitiesFinancing (1,742 ) (15,860 ) (2,800 ) (37,383 ) activitiesNetincrease incash and $ 15,728 $ 14,401 $ 11,291 $ 21,891 cashequivalents

Capital Expenditures

Three Months Ended Nine Months Ended September 30, September 30,(in thousands) 2020 2019 2020 2019Maintenance capital $ 3,086 $ 6,261 $ 9,445 $ 10,763 expendituresGrowth capital expenditures 2,576 508 4,318 811 Total capital expenditures $ 5,662 $ 6,769 $ 13,763 $ 11,574

Key Operating Data

Ammonia Utilization (1) Two Years Ended September 30(capacity utilization) 2020 2019Consolidated 94 % 93 %Coffeyville Facility 95 % 95 %East Dubuque Facility 94 % 91 %



(1) Reflects our ammonia utilization rates on a consolidated basis and at each of our facilities. Utilization is an important measure used by management to assess operational output at each of the Partnerships facilities. Utilization is calculated as actual tons produced divided by capacity. We present our utilization on a two-year rolling average to take into account the impact of our current turnaround cycles on any specific period. The two-year rolling average is a more useful presentation of the long-term utilization performance of our plants. Additionally, we present utilization solely on ammonia production rather than each nitrogen product as it provides a comparative baseline against industry peers and eliminates the disparity of plant configurations for upgrade of ammonia into other nitrogen products. With our efforts being primarily focused on ammonia upgrade capabilities, this measure provides a meaningful view of how well we operate.

Sales and Production Data

Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019Consolidated sales (thousand tons):Ammonia 54 33 218 179 UAN 365 340 986 968 Consolidated productpricing at gate (dollars per ton) (1):Ammonia $ 242 $ 337 $ 293 $ 416 UAN 140 182 156 206 Consolidated production volume (thousand tons):Ammonia (gross produced) 215 196 631 586 (2)Ammonia (net available for 71 56 228 168 sale) (2)UAN 330 318 968 969 Feedstock: Petroleum coke used in 129 137 393 404 production (thousand tons)Petroleum coke used inproduction (dollars per $ 35.11 $ 37.75 $ 36.77 $ 36.68 ton)Natural gas used inproduction (thousands of 2,136 1,700 6,408 5,210 MMBtu) (3)Natural gas used inproduction (dollars per $ 2.10 $ 2.40 $ 2.15 $ 2.88 MMBtu) (3)Natural gas in cost ofmaterials and other 2,026 1,294 6,660 5,487 (thousands of MMBtu) (3)Natural gas in cost ofmaterials and other $ 2.01 $ 2.46 $ 2.25 $ 3.22 (dollars per MMBtu) (3)



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

Key Market Indicators

Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019Ammonia - Southern plains (dollars $ 216 $ 298 $ 249 $ 369 per ton)Ammonia - Corn belt (dollars per 299 363 336 452 ton)UAN - Corn belt (dollars per ton) 159 196 170 217 Natural gas NYMEX (dollars per $ 2.12 $ 2.38 $ 1.92 $ 2.59 MMBtu)

Q4 2020 Outlook

The table below summarizes our outlook for certain operational statistics and financial information for the fourth quarter of 2020. See Forward-Looking Statements above.

Q4 2020 Low HighAmmonia utilization rates (1) Consolidated 95 % 100 %Coffeyville 95 % 100 %East Dubuque 95 % 100 % Direct operating expenses (2) (in millions) $ 37 $ 42 Total capital expenditures (3) (in millions) $ 5 $ 8



-- Ammonia utilization rates exclude the impact of Turnarounds. -- Direct operating expenses are shown exclusive of depreciation and amortization, turnaround expenses, and impacts of inventory adjustments. -- Capital expenditures are disclosed on an accrual basis.

Non-GAAP Reconciliations

Reconciliation of Net (Loss) Income to EBITDA

Three Months Ended Nine Months Ended September 30, September 30,(in 2020 2019 2020 2019thousands)Net loss $ (18,952 ) 0 $ (22,976 ) $ (81,299 ) $ (10,087 ) Add: Interest 15,877 15,621 47,550 46,870 expense, netIncome taxexpense 23 12 40 (88 ) (benefit)Depreciationand 18,029 18,418 56,997 60,032 amortizationEBITDA $ 14,977 $ 11,075 $ 23,288 $ 96,727

Reconciliation of Net Cash Provided By Operating Activities to EBITDA

Three Months Ended Nine Months Ended September 30, September 30,(in thousands) 2020 2019 2020 2019Net cash provided by $ 22,439 $ 33,991 $ 29,217 $ 68,672 operating activitiesNon-cash items: Goodwill impairment ? ? (40,969 ) ? Other (1,757 ) (3,900 ) (3,968 ) (8,226 ) Add: Interest expense, net 15,877 15,621 47,550 46,870 Income tax expense 23 12 40 (88 ) (benefit)Change in assets and (21,605 ) (34,649 ) (8,582 ) (10,501 ) liabilitiesEBITDA $ 14,977 $ 11,075 $ 23,288 $ 96,727

Reconciliation of EBITDA to Available Cash for Distribution

Three Months Ended Nine Months Ended September 30, September 30,(in thousands) 2020 2019 2020 2019EBITDA $ 14,977 $ 11,075 $ 23,288 $ 96,727 Non-cash items: Goodwill impairment ? ? 40,969 ? Current reserves for amounts related to:Debt service (15,000 ) (14,833 ) (44,998 ) (44,525 ) Maintenance capital (3,086 ) (6,594 ) (9,445 ) (11,409 ) expendituresCommon units (1,269 ) ? (2,277 ) ? repurchasedOther (reserves) releases:Reserve for future (1,500 ) ? (3,000 ) ? turnaroundReserve forrepayment of current ? ? (2,240 ) ? portion of long-termdebtReserve forrecapture of prior ? ? (5,917 ) ? negative availablecashCash reserves forfuture operating ? ? (10,744 ) (28,000 ) needsRelease ofpreviously ? 18,399 2,567 18,399 established cashreservesAvailable Cash for $ (5,878 ) $ 8,047 $ (11,797 ) $ 31,192 distribution (1) (2) Common units 110,989 113,283 110,989 113,283 outstanding



-- Amount represents the cumulative available cash based on quarter-to-date and year-to-date results. However, available cash for distribution is calculated quarterly, with distributions (if any) being paid in the period following declaration. -- The Partnership paid no cash distributions for the fourth quarter of 2019 and the first and second quarter of 2020, and no distribution was declared for the third quarter of 2020.