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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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56-2677689
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2277 Plaza Drive, Suite 500
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Sugar Land, Texas
(Address of principal executive offices)
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77479
(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if smaller reporting company.)
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Page No.
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ammonia
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Ammonia is a direct application fertilizer and is primarily used as a building block for other nitrogen products for industrial applications and finished fertilizer products.
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capacity
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Capacity is defined as the throughput a process unit is capable of sustaining, either on a calendar or stream day basis. The throughput may be expressed in terms of maximum sustainable, nameplate or economic capacity. The maximum sustainable or nameplate capacities may not be the most economical. The economic capacity is the throughput that generally provides the greatest economic benefit based on considerations such as feedstock costs, product values and downstream unit constraints.
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catalyst
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A substance that alters, accelerates, or instigates chemical changes, but is neither produced, consumed nor altered in the process.
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Coffeyville Resources or CRLLC
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Coffeyville Resources, LLC, the subsidiary of CVR Energy which directly owns our general partner and 38,920,000 common units, or approximately 53% of our common units.
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common units
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Common units representing limited partner interests of CVR Partners, LP.
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corn belt
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The primary corn producing region of the United States, which includes Illinois, Indiana, Iowa, Minnesota, Missouri, Nebraska, Ohio and Wisconsin.
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CVR Energy
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CVR Energy, Inc., a publicly traded company listed on the New York Stock Exchange under the ticker symbol “CVI,” which indirectly owns our general partner and the common units owned by CRLLC.
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CVR Refining
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CVR Refining, LP, a publicly traded limited partnership listed on the New York Stock Exchange under the ticker symbol “CVRR,” which currently owns and operates a complex full coking medium-sour crude oil refinery with a rated capacity of 115,000 barrels per calendar day (bpcd) in Coffeyville, Kansas, a medium complexity crude oil refinery with a rated capacity of 70,000 bpcd in Wynnewood, Oklahoma and ancillary businesses.
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farm belt
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Refers to the states of Illinois, Indiana, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Texas and Wisconsin.
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feedstocks
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Petroleum coke and petroleum products (such as crude oil and natural gas liquids) that are processed and blended into refined products, such as gasoline, diesel fuel and jet fuel, which are produced by a refinery.
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general partner
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CVR GP, LLC, our general partner, which is a wholly-owned subsidiary of CRLLC.
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Initial Public Offering
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The initial public offering of CVR Partners, LP common units that closed on April 13, 2011.
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MMbtu
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One million British thermal units: a measure of energy. One Btu of heat is required to raise the temperature of one pound of water one degree Fahrenheit.
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MSCF
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One thousand standard cubic feet, a customary gas measurement.
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on-stream
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Measurement of the reliability of the gasification, ammonia and UAN units, defined as the total number of hours operated by each unit divided by the total number of hours in the reporting period.
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pet coke
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Petroleum coke - a coal-like substance that is produced during the oil refining process.
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prepaid sales
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Represents customer payments under contracts to guarantee a price and supply of fertilizer in quantities expected to be delivered in the next twelve months. Revenue is not recorded for such sales until the product is considered delivered. Prepaid sales are also referred to as deferred revenue.
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product pricing at gate
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Product pricing at gate per ton represents net sales less freight revenue divided by product sales volume in tons.
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Secondary Offering
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The registered public offering of 12,000,000 common units of CVR Partners, LP, by CRLLC, which closed on May 28, 2013.
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throughput
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The volume processed through a unit.
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ton
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One ton is equal to 2,000 pounds.
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turnaround
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A periodically required standard procedure to refurbish and maintain a facility that involves the shutdown and inspection of major processing units.
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UAN
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UAN is an aqueous solution of urea and ammonium nitrate used as a fertilizer.
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June 30,
2014 |
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December 31,
2013 |
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(unaudited)
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(in thousands, except unit data)
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||||||
ASSETS
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Current assets:
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Cash and cash equivalents
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$
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78,470
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$
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85,142
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Accounts receivable, net of allowance for doubtful accounts of $30 and $50, at June 30, 2014 and December 31, 2013, respectively
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7,922
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7,549
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Inventories
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30,913
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33,064
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Prepaid expenses and other current assets, including $436 and $3,104 from affiliates at June 30, 2014 and December 31, 2013, respectively
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6,147
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10,025
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Total current assets
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123,452
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135,780
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Property, plant, and equipment, net of accumulated depreciation
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407,173
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412,956
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Goodwill
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40,969
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40,969
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Deferred financing costs, net
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758
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1,236
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Other long-term assets, including $1,046 and $1,136 with affiliates at June 30, 2014 and December 31, 2013, respectively
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2,836
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2,513
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Total assets
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$
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575,188
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$
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593,454
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LIABILITIES AND PARTNERS’ CAPITAL
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Current liabilities:
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Accounts payable, including $2,557 and $4,289 due to affiliates at June 30, 2014 and December 31, 2013, respectively
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$
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16,247
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$
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17,137
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Personnel accruals, including $1,036 and $2,025 with affiliates at June 30, 2014 and December 31, 2013, respectively
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2,948
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4,494
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Deferred revenue
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399
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696
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Accrued expenses and other current liabilities, including $2,713 and $323 with affiliates at June 30, 2014 and December 31, 2013, respectively
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9,970
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5,059
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Total current liabilities
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29,564
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27,386
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Long-term liabilities:
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Long-term debt, net of current portion
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125,000
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125,000
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Other long-term liabilities, $67 with affiliates at December 31, 2013
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693
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1,147
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Total long-term liabilities
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125,693
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126,147
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Commitments and contingencies
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Partners’ capital:
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Common unitholders, 73,113,537 and 73,112,951 units issued and outstanding at June 30, 2014 and December 31, 2013, respectively
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421,481
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441,819
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General partner interest
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1
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1
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Accumulated other comprehensive loss
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(1,551
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)
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(1,899)
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Total partners’ capital
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419,931
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439,921
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Total liabilities and partners’ capital
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$
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575,188
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$
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593,454
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2014
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2013
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2014
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2013
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(unaudited)
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||||||||||||||
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(in thousands, except per unit data)
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||||||||||||||
Net sales
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$
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77,215
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$
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88,834
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$
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157,531
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$
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170,245
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Operating costs and expenses:
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Cost of product sold — Affiliates
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2,327
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2,761
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4,573
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5,850
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Cost of product sold (exclusive of depreciation and amortization) — Third parties
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17,109
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12,810
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36,571
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20,375
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|
||||
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19,436
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15,571
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41,144
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26,225
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|
||||
Direct operating expenses (exclusive of depreciation and amortization) — Affiliates
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817
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1,205
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1,570
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2,208
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Direct operating expenses (exclusive of depreciation and amortization) — Third parties
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26,100
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23,213
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49,536
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44,767
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|
||||
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26,917
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24,418
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51,106
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46,975
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Selling, general and administrative expenses (exclusive of depreciation and amortization) — Affiliates
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3,973
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4,153
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7,509
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|
8,372
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|
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Selling, general and administrative expenses (exclusive of depreciation and amortization) — Third parties
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1,297
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1,439
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2,415
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2,850
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|
||||
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5,270
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|
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5,592
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9,924
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|
|
11,222
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|
||||
Depreciation and amortization
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6,792
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6,193
|
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13,459
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|
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11,960
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|
||||
Total operating costs and expenses
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58,415
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|
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51,774
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|
|
115,633
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|
96,382
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|
||||
Operating income
|
18,800
|
|
|
37,060
|
|
|
41,898
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|
|
73,863
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|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense and other financing costs
|
(1,669
|
)
|
|
(1,675
|
)
|
|
(3,328
|
)
|
|
(2,955
|
)
|
||||
Interest income
|
6
|
|
|
24
|
|
|
12
|
|
|
54
|
|
||||
Other income, net
|
—
|
|
|
46
|
|
|
15
|
|
|
55
|
|
||||
Total other expense
|
(1,663
|
)
|
|
(1,605
|
)
|
|
(3,301
|
)
|
|
(2,846
|
)
|
||||
Income before income tax expense
|
17,137
|
|
|
35,455
|
|
|
38,597
|
|
|
71,017
|
|
||||
Income tax expense
|
7
|
|
|
18
|
|
|
14
|
|
|
27
|
|
||||
Net income
|
$
|
17,130
|
|
|
$
|
35,437
|
|
|
$
|
38,583
|
|
|
$
|
70,990
|
|
Net income per common unit – basic
|
$
|
0.23
|
|
|
$
|
0.48
|
|
|
$
|
0.53
|
|
|
$
|
0.97
|
|
Net income per common unit – diluted
|
$
|
0.23
|
|
|
$
|
0.48
|
|
|
$
|
0.53
|
|
|
$
|
0.97
|
|
Weighted-average common units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
73,113
|
|
|
73,068
|
|
|
73,113
|
|
|
73,067
|
|
||||
Diluted
|
73,146
|
|
|
73,230
|
|
|
73,145
|
|
|
73,232
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(unaudited)
|
||||||||||||||
|
(in thousands)
|
||||||||||||||
Net income
|
$
|
17,130
|
|
|
$
|
35,437
|
|
|
$
|
38,583
|
|
|
$
|
70,990
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Change in fair value of interest rate swap
|
(98
|
)
|
|
201
|
|
|
(193
|
)
|
|
155
|
|
||||
Net loss reclassified into income on settlement of interest rate swap
|
273
|
|
|
263
|
|
|
541
|
|
|
521
|
|
||||
Other comprehensive income (loss)
|
175
|
|
|
464
|
|
|
348
|
|
|
676
|
|
||||
Total comprehensive income
|
$
|
17,305
|
|
|
$
|
35,901
|
|
|
$
|
38,931
|
|
|
$
|
71,666
|
|
|
Common Units
|
|
General
Partner
Interest
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Total
|
|||||||||||
|
Issued
|
|
Amount
|
|
|
|
||||||||||||
|
(unaudited)
|
|||||||||||||||||
|
(in thousands, except unit data)
|
|||||||||||||||||
Balance at December 31, 2013
|
73,112,951
|
|
|
$
|
441,819
|
|
|
$
|
1
|
|
|
$
|
(1,899
|
)
|
|
$
|
439,921
|
|
Cash distributions to common unitholders – Affiliates
|
—
|
|
|
(31,525
|
)
|
|
—
|
|
|
—
|
|
|
(31,525
|
)
|
||||
Cash distributions to common unitholders – Non-affiliates
|
—
|
|
|
(27,696
|
)
|
|
—
|
|
|
—
|
|
|
(27,696
|
)
|
||||
Share-based compensation – Affiliates
|
—
|
|
|
305
|
|
|
—
|
|
|
—
|
|
|
305
|
|
||||
Issuance of units under LTIP – Affiliates
|
814
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Redemption of common units
|
(228
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Net income
|
—
|
|
|
38,583
|
|
|
—
|
|
|
—
|
|
|
38,583
|
|
||||
Net gains (losses) on interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
348
|
|
|
348
|
|
||||
Balance at June 30, 2014
|
73,113,537
|
|
|
$
|
421,481
|
|
|
$
|
1
|
|
|
$
|
(1,551
|
)
|
|
$
|
419,931
|
|
|
Six Months Ended
June 30, |
||||||
|
2014
|
|
2013
|
||||
|
(unaudited)
|
||||||
|
(in thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
38,583
|
|
|
$
|
70,990
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
13,459
|
|
|
11,960
|
|
||
Allowance for doubtful accounts
|
(20
|
)
|
|
(10
|
)
|
||
Amortization of deferred financing costs
|
478
|
|
|
478
|
|
||
(Gain) loss on disposition of fixed assets
|
406
|
|
|
(33
|
)
|
||
Share-based compensation – Affiliates
|
1,560
|
|
|
2,007
|
|
||
Share-based compensation
|
209
|
|
|
158
|
|
||
Change in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(353
|
)
|
|
1,853
|
|
||
Inventories
|
2,151
|
|
|
(3,886
|
)
|
||
Prepaid expenses and other current assets
|
3,880
|
|
|
(2,626
|
)
|
||
Other long-term assets
|
(300
|
)
|
|
(102
|
)
|
||
Accounts payable
|
(2,971
|
)
|
|
(373
|
)
|
||
Deferred revenue
|
(297
|
)
|
|
540
|
|
||
Accrued expenses and other current liabilities
|
3,237
|
|
|
(6,228
|
)
|
||
Other long-term liabilities
|
(68
|
)
|
|
(106
|
)
|
||
Net cash provided by operating activities
|
59,954
|
|
|
74,622
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(7,491
|
)
|
|
(31,852
|
)
|
||
Proceeds from sale of assets
|
91
|
|
|
33
|
|
||
Net cash used in investing activities
|
(7,400
|
)
|
|
(31,819
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Cash distributions to common unitholders – Affiliates
|
(31,525
|
)
|
|
(40,838
|
)
|
||
Cash distributions to common unitholders – Non-affiliates
|
(27,696
|
)
|
|
(17,760
|
)
|
||
Redemption of common units
|
(5
|
)
|
|
(171
|
)
|
||
Net cash used in financing activities
|
(59,226
|
)
|
|
(58,769
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(6,672
|
)
|
|
(15,966
|
)
|
||
Cash and cash equivalents, beginning of period
|
85,142
|
|
|
127,848
|
|
||
Cash and cash equivalents, end of period
|
$
|
78,470
|
|
|
$
|
111,882
|
|
Supplemental disclosures:
|
|
|
|
||||
Cash paid for income taxes
|
$
|
33
|
|
|
$
|
28
|
|
Cash paid for interest, net of capitalized interest of $79 and $467 in 2014 and 2013, respectively
|
$
|
2,849
|
|
|
$
|
2,508
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Construction in progress additions included in accounts payable
|
$
|
2,571
|
|
|
$
|
6,701
|
|
Change in accounts payable related to construction in progress
|
$
|
705
|
|
|
$
|
(11,970
|
)
|
|
Units
|
|
Weighted-Average
Grant Date Fair Value |
|||
Non-vested at January 1, 2014
|
171,119
|
|
$
|
21.34
|
|
|
Granted
|
5,093
|
|
|
18.86
|
|
|
Vested
|
(814
|
)
|
|
21.05
|
|
|
Forfeited
|
(64,629
|
)
|
|
23.36
|
|
|
Non-vested at June 30, 2014
|
110,769
|
|
|
$
|
20.06
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
|
(in thousands)
|
||||||
Finished goods
|
$
|
7,933
|
|
|
$
|
8,849
|
|
Raw materials and precious metals
|
8,091
|
|
|
8,546
|
|
||
Parts and supplies
|
14,889
|
|
|
15,669
|
|
||
|
$
|
30,913
|
|
|
$
|
33,064
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
|
(in thousands)
|
||||||
Land and improvements
|
$
|
5,161
|
|
|
$
|
5,032
|
|
Buildings and improvements
|
2,213
|
|
|
2,191
|
|
||
Machinery and equipment
|
553,788
|
|
|
548,282
|
|
||
Automotive equipment
|
450
|
|
|
450
|
|
||
Furniture and fixtures
|
890
|
|
|
893
|
|
||
Railcars
|
7,875
|
|
|
7,902
|
|
||
Construction in progress
|
7,315
|
|
|
5,294
|
|
||
|
$
|
577,692
|
|
|
$
|
570,044
|
|
Less: Accumulated depreciation
|
170,519
|
|
|
157,088
|
|
||
Total property, plant and equipment, net
|
$
|
407,173
|
|
|
$
|
412,956
|
|
•
|
common units; and
|
•
|
a general partner interest, which is not entitled to any distributions, and which is held by the general partner.
|
|
December 31,
2013 |
|
March 31,
2014 |
|
Total Cash
Distributions
Paid in 2014
|
||||||
|
($ in millions, expect per common unit amounts)
|
||||||||||
Amount paid to CRLLC
|
$
|
16.7
|
|
|
$
|
14.8
|
|
|
$
|
31.5
|
|
Amounts paid to public unitholders
|
14.7
|
|
|
13.0
|
|
|
27.7
|
|
|||
Total amount paid
|
$
|
31.4
|
|
|
$
|
27.8
|
|
|
$
|
59.2
|
|
Per common unit
|
$
|
0.43
|
|
|
$
|
0.38
|
|
|
$
|
0.81
|
|
Common units outstanding (in thousands)
|
73,113
|
|
|
73,113
|
|
|
|
|
June 30,
2014 |
|
December 31, 2013
|
||||
|
(in thousands)
|
||||||
Property taxes
|
$
|
1,382
|
|
|
$
|
1,373
|
|
Current interest rate swap
|
922
|
|
|
883
|
|
||
Accrued interest
|
458
|
|
|
458
|
|
||
Other accrued expenses and liabilities (1)
|
7,208
|
|
|
2,345
|
|
||
|
$
|
9,970
|
|
|
$
|
5,059
|
|
(1)
|
Other accrued expenses and liabilities include amounts owed by the Partnership to Coffeyville Resources Refining & Marketing, LLC (“CRRM”), a related party, under both the feedstock and shared services agreement and the services agreement. Refer to
Note 13 ("Related Party Transactions")
for additional discussion.
|
|
Operating
Leases
|
|
Unconditional
Purchase
Obligations(1)
|
||||
|
(in thousands)
|
||||||
Six months ending December 31, 2014
|
$
|
2,707
|
|
|
$
|
16,849
|
|
Year ending December 31, 2015
|
5,191
|
|
|
14,001
|
|
||
Year ending December 31, 2016
|
4,466
|
|
|
14,253
|
|
||
Year ending December 31, 2017
|
2,827
|
|
|
14,547
|
|
||
Year ending December 31, 2018
|
2,014
|
|
|
14,505
|
|
||
Thereafter
|
4,917
|
|
|
94,227
|
|
||
|
$
|
22,122
|
|
|
$
|
168,382
|
|
(1)
|
This includes the Partnership’s purchase obligation for pet coke from CVR Refining and has been derived from a calculation of the average pet coke price paid to CVR Refining over the preceding
two
year period. Railcar purchase obligations, as disclosed in
Note 13 ("Related Party Transactions")
, have also been included.
|
•
|
services from CVR Energy’s employees in capacities equivalent to the capacities of corporate executive officers, except that those who serve in such capacities under the agreement shall serve the Partnership on a shared, part-time basis only, unless the Partnership and CVR Energy agree otherwise;
|
•
|
administrative and professional services, including legal, accounting services, human resources, insurance, tax, credit, finance, government affairs and regulatory affairs;
|
•
|
management of the Partnership’s property and the property of its operating subsidiary in the ordinary course of business;
|
•
|
recommendations on capital raising activities to the board of directors of the Partnership’s general partner, including the issuance of debt or equity interests, the entry into credit facilities and other capital market transactions;
|
•
|
managing or overseeing litigation and administrative or regulatory proceedings, establishing appropriate insurance policies for the Partnership and providing safety and environmental advice;
|
•
|
recommending the payment of distributions; and
|
•
|
managing or providing advice for other projects, including acquisitions, as may be agreed by CVR Energy and the Partnership’s general partner from time to time.
|
•
|
Level 1 — Quoted prices in active markets for identical assets and liabilities
|
•
|
Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities)
|
•
|
Level 3 — Significant unobservable inputs (including the Partnership’s own assumptions in determining the fair value).
|
|
June 30, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Financial Statement Caption and Description
|
|
|
|
|
|
|
|
||||||||
Cash equivalents (money market account)
|
$
|
65,309
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65,309
|
|
Other current liabilities (interest rate swaps)
|
—
|
|
|
922
|
|
|
—
|
|
|
922
|
|
||||
Other long-term liabilities (interest rate swaps)
|
—
|
|
|
629
|
|
|
—
|
|
|
629
|
|
||||
Total Liabilities
|
—
|
|
|
1,551
|
|
|
—
|
|
|
1,551
|
|
||||
Accumulated other comprehensive loss (interest rate swaps)
|
$
|
—
|
|
|
$
|
1,551
|
|
|
$
|
—
|
|
|
$
|
1,551
|
|
|
December 31, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Financial Statement Caption and Description
|
|
|
|
|
|
|
|
||||||||
Cash equivalents (money market account)
|
$
|
65,299
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65,299
|
|
Other current liabilities (interest rate swaps)
|
—
|
|
|
883
|
|
|
—
|
|
|
883
|
|
||||
Other long-term liabilities (interest rate swaps)
|
—
|
|
|
1,016
|
|
|
—
|
|
|
1,016
|
|
||||
Total Liabilities
|
—
|
|
|
1,899
|
|
|
—
|
|
|
1,899
|
|
||||
Accumulated other comprehensive loss (interest rate swaps)
|
$
|
—
|
|
|
$
|
1,899
|
|
|
$
|
—
|
|
|
$
|
1,899
|
|
•
|
statements, other than statements of historical fact, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future;
|
•
|
statements relating to future financial performance, future capital sources and other matters; and
|
•
|
any other statements preceded by, followed by or that include the words “anticipates,” “believes,” “expects,” “plans,” “intends,” “estimates,” “projects,” “could,” “should,” “may,” or similar expressions.
|
•
|
our ability to make cash distributions on the common units;
|
•
|
the volatile nature of our business and the variable nature of our distributions;
|
•
|
the ability of our general partner to modify or revoke our distribution policy at any time;
|
•
|
the cyclical nature of our business;
|
•
|
the seasonal nature of our business;
|
•
|
the dependence of our operations on a few third-party suppliers, including providers of transportation services and equipment;
|
•
|
our reliance on pet coke that we purchase from CVR Refining;
|
•
|
the supply and price levels of essential raw materials;
|
•
|
the risk of a material decline in production at our nitrogen fertilizer plant;
|
•
|
potential operating hazards from accidents, fire, severe weather, floods or other natural disasters;
|
•
|
the risk associated with governmental policies affecting the agricultural industry;
|
•
|
competition in the nitrogen fertilizer businesses;
|
•
|
capital expenditures and potential liabilities arising from environmental laws and regulations;
|
•
|
existing and proposed environmental laws and regulations, including those relating to climate change, alternative energy or fuel sources, and the end-use and application of fertilizers;
|
•
|
new regulations concerning the transportation of hazardous chemicals, risks of terrorism and the security of chemical manufacturing facilities;
|
•
|
our lack of asset diversification;
|
•
|
our dependence on significant customers;
|
•
|
the potential loss of our transportation cost advantage over our competitors;
|
•
|
our potential inability to successfully implement our business strategies, including the completion of significant capital programs;
|
•
|
our reliance on CVR Energy’s senior management team and conflicts of interest they face operating each of CVR Partners, CVR Refining and CVR Energy;
|
•
|
risks relating to our relationships with CVR Energy and CVR Refining;
|
•
|
control of our general partner by CVR Energy;
|
•
|
our ability to continue to license the technology used in our operations;
|
•
|
restrictions in our debt agreements;
|
•
|
changes in our treatment as a partnership for U.S. federal income or state tax purposes; and
|
•
|
instability and volatility in the capital and credit markets.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in millions)
|
||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
77.2
|
|
|
$
|
88.8
|
|
|
$
|
157.5
|
|
|
$
|
170.2
|
|
Cost of product sold – Affiliates
|
2.3
|
|
|
2.8
|
|
|
4.5
|
|
|
5.9
|
|
||||
Cost of product sold – Third Parties(1)
|
17.1
|
|
|
12.8
|
|
|
36.6
|
|
|
20.3
|
|
||||
|
19.4
|
|
|
15.6
|
|
|
41.1
|
|
|
26.2
|
|
||||
Direct operating expenses – Affiliates(2)
|
0.8
|
|
|
1.2
|
|
|
1.6
|
|
|
2.2
|
|
||||
Direct operating expenses – Third Parties(1)
|
26.1
|
|
|
23.2
|
|
|
49.5
|
|
|
44.8
|
|
||||
|
26.9
|
|
|
24.4
|
|
|
51.1
|
|
|
47.0
|
|
||||
Selling, general and administrative expenses - Affiliates(1)(2)
|
4.0
|
|
|
4.1
|
|
|
7.5
|
|
|
8.3
|
|
||||
Selling, general and administrative expenses - Third Parties(1)
|
1.3
|
|
|
1.4
|
|
|
2.4
|
|
|
2.8
|
|
||||
|
5.3
|
|
|
5.5
|
|
|
9.9
|
|
|
11.1
|
|
||||
Depreciation and amortization(1)
|
6.8
|
|
|
6.2
|
|
|
13.5
|
|
|
12.0
|
|
||||
Operating income
|
18.8
|
|
|
37.1
|
|
|
41.9
|
|
|
73.9
|
|
||||
Interest expense and other financing costs
|
(1.7
|
)
|
|
(1.7)
|
|
|
(3.3
|
)
|
|
(2.9)
|
|
||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total other income (expense)
|
(1.7
|
)
|
|
(1.7
|
)
|
|
(3.3
|
)
|
|
(2.9
|
)
|
||||
Income before income tax expense
|
17.1
|
|
|
35.4
|
|
|
38.6
|
|
|
71.0
|
|
||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
$
|
17.1
|
|
|
$
|
35.4
|
|
|
$
|
38.6
|
|
|
$
|
71.0
|
|
EBITDA(3)
|
$
|
25.6
|
|
|
$
|
43.3
|
|
|
$
|
55.4
|
|
|
$
|
85.9
|
|
Adjusted EBITDA(3)
|
$
|
25.7
|
|
|
$
|
44.1
|
|
|
$
|
55.7
|
|
|
$
|
87.9
|
|
Available cash for distribution(4)
|
$
|
24.0
|
|
|
$
|
42.6
|
|
|
$
|
51.8
|
|
|
$
|
87.2
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of net sales:
|
|
|
|
|
|
|
|
||||||||
Sales net at gate
|
$
|
69.2
|
|
|
$
|
76.8
|
|
|
$
|
136.2
|
|
|
$
|
152.5
|
|
Freight in revenue
|
6.7
|
|
|
8.0
|
|
|
13.5
|
|
|
13.7
|
|
||||
Hydrogen revenue
|
0.9
|
|
|
4.0
|
|
|
6.8
|
|
|
4.0
|
|
||||
Other
|
0.4
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
||||
Total net sales
|
$
|
77.2
|
|
|
$
|
88.8
|
|
|
$
|
157.5
|
|
|
$
|
170.2
|
|
|
As of
June 30, 2014 |
|
As of
December 31, 2013 |
||||
|
|
|
(audited)
|
||||
|
(in millions)
|
||||||
Balance Sheet Data:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
78.5
|
|
|
$
|
85.1
|
|
Working capital
|
93.9
|
|
|
108.4
|
|
||
Total assets
|
575.2
|
|
|
593.5
|
|
||
Total debt
|
125.0
|
|
|
125.0
|
|
||
Total partners’ capital
|
419.9
|
|
|
439.9
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in millions)
|
||||||||||||||
Cash Flow and Other Data:
|
|
|
|
|
|
|
|
||||||||
Net cash flow provided by (used in):
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
$
|
24.4
|
|
|
$
|
17.1
|
|
|
$
|
59.9
|
|
|
$
|
74.6
|
|
Investing activities
|
(4.0
|
)
|
|
(13.7
|
)
|
|
(7.4
|
)
|
|
(31.8
|
)
|
||||
Financing activities
|
(27.8
|
)
|
|
(44.8
|
)
|
|
(59.2
|
)
|
|
(58.8
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
$
|
(7.4
|
)
|
|
$
|
(41.4
|
)
|
|
$
|
(6.7
|
)
|
|
$
|
(16.0
|
)
|
Capital expenditures for property, plant and equipment
|
$
|
4.1
|
|
|
$
|
13.8
|
|
|
$
|
7.5
|
|
|
$
|
31.9
|
|
(1)
|
Amounts are shown exclusive of depreciation and amortization. Depreciation and amortization is primarily comprised of the following components:
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
(in millions)
|
||||||||||||||
|
Depreciation and amortization excluded from direct operating expenses
|
$
|
6.7
|
|
|
$
|
6.1
|
|
|
$
|
13.3
|
|
|
$
|
11.9
|
|
|
Depreciation and amortization excluded from cost of product sold
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
||||
|
|
$
|
6.8
|
|
|
$
|
6.2
|
|
|
$
|
13.5
|
|
|
$
|
12.0
|
|
(2)
|
Our selling, general and administrative expenses and direct operating expenses for the three and
six
months ended
June 30, 2014
and
2013
include amounts for share-based compensation, including charges related to CVR Energy's share-based compensation expense allocated to us by CVR Energy for financial reporting purposes in accordance with ASC 718. See
Note 4
("
Share‑Based Compensation
") to the consolidated financial statements for further discussion of allocated share-based compensation. The charges for share-based compensation in selling, general and administrative expenses were
$0.6 million
and
$0.5 million
for the three months ended
June 30, 2014
and
2013
, respectively. The charges for share-based compensation in selling, general and administrative expenses were
$1.1 million
and
$1.1 million
for the
six
months ended
June 30, 2014
and
2013
, respectively. Only nominal charges were included in direct operating expenses.
|
(3)
|
EBITDA
is defined as net income before (i) net interest (income) expense, (ii) income tax expense, and (iii) depreciation and amortization expense, which are items management believes affect the comparability of operating results.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in millions)
|
||||||||||||||
Net income
|
$
|
17.1
|
|
|
$
|
35.4
|
|
|
$
|
38.6
|
|
|
$
|
71.0
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
1.7
|
|
|
1.7
|
|
|
3.3
|
|
|
2.9
|
|
||||
Depreciation and amortization
|
6.8
|
|
|
6.2
|
|
|
13.5
|
|
|
12.0
|
|
||||
EBITDA
|
25.6
|
|
|
43.3
|
|
|
55.4
|
|
|
85.9
|
|
||||
Share-based compensation, non-cash
|
0.1
|
|
|
0.8
|
|
|
0.3
|
|
|
2.0
|
|
||||
Adjusted EBITDA
|
$
|
25.7
|
|
|
$
|
44.1
|
|
|
$
|
55.7
|
|
|
$
|
87.9
|
|
(4)
|
The board of directors of our general partner has adopted an amended policy to calculate available cash for distribution starting with Adjusted EBITDA. For the three and
six
months ended
June 30, 2014
and
2013
, available cash for distribution equaled our Adjusted EBITDA reduced for cash needed for (i) net interest expense (excluding capitalized interest) and debt service and other contractual obligations; (ii) maintenance capital expenditures; and (iii) to the extent applicable, major scheduled turnaround expenses incurred and reserves for future operating or capital needs that the board of directors of the general partner deems necessary or appropriate, if any. Available cash for distribution may be increased by the release of previously established cash reserves, if any, at the discretion of the board of directors of our general partner.
|
|
Three Months Ended
June 30, 2014 |
|
Six Months Ended
June 30, 2014 |
||||
|
(in millions, except units and per unit data)
|
||||||
Reconciliation of Adjusted EBITDA to Available cash for distribution
|
|
|
|
||||
Adjusted EBITDA
|
$
|
25.7
|
|
|
$
|
55.7
|
|
Adjustments:
|
|
|
|
||||
Less:
|
|
|
|
||||
Net cash interest expense (excluding capitalized interest) and debt service
|
(1.4
|
)
|
|
(2.9
|
)
|
||
Maintenance capital expenditures
|
(1.0
|
)
|
|
(2.0
|
)
|
||
Plus:
|
|
|
|
||||
Distribution of previously established cash reserves, net
|
0.7
|
|
|
1.0
|
|
||
Available cash for distribution
|
$
|
24.0
|
|
|
$
|
51.8
|
|
Available cash for distribution, per common unit
|
$
|
0.33
|
|
|
$
|
0.71
|
|
Common units outstanding (in thousands)
|
73,114
|
|
|
73,114
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Key Operating Statistics
|
|
|
|
|
|
|
|
||||||||
Production (thousand tons):
|
|
|
|
|
|
|
|
||||||||
Ammonia (gross produced)(1)
|
92.2
|
|
|
91.3
|
|
|
183.3
|
|
|
202.7
|
|
||||
Ammonia (net available for sale)(1)(2)
|
3.2
|
|
|
2.2
|
|
|
12.1
|
|
|
32.9
|
|
||||
UAN
|
223.4
|
|
|
225.2
|
|
|
480.6
|
|
|
421.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Pet coke consumed (thousand tons)
|
117.3
|
|
|
114.4
|
|
|
242.1
|
|
|
244.2
|
|
||||
Pet coke (cost per ton)(3)
|
$
|
27
|
|
|
$
|
29
|
|
|
$
|
28
|
|
|
$
|
30
|
|
Sales (thousand tons):
|
|
|
|
|
|
|
|
||||||||
Ammonia
|
2.9
|
|
|
7.1
|
|
|
8.3
|
|
|
34.6
|
|
||||
UAN
|
239.2
|
|
|
217.3
|
|
|
493.9
|
|
|
411.4
|
|
||||
Product pricing at gate (dollars per ton)(4):
|
|
|
|
|
|
|
|
||||||||
Ammonia
|
$
|
521
|
|
|
$
|
688
|
|
|
$
|
493
|
|
|
$
|
668
|
|
UAN
|
283
|
|
|
331
|
|
|
$
|
267
|
|
|
$
|
314
|
|
||
On-stream factors(5):
|
|
|
|
|
|
|
|
||||||||
Gasification
|
94.2
|
%
|
|
91.6
|
%
|
|
96.5
|
%
|
|
95.5
|
%
|
||||
Ammonia
|
88.1
|
%
|
|
89.1
|
%
|
|
90.1
|
%
|
|
93.9
|
%
|
||||
UAN
|
85.9
|
%
|
|
86.5
|
%
|
|
91.4
|
%
|
|
89.7
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Market Indicators
|
|
|
|
|
|
|
|
||||||||
Natural gas NYMEX (dollars per MMBtu)
|
$
|
4.58
|
|
|
$
|
4.02
|
|
|
$
|
4.65
|
|
|
$
|
3.76
|
|
Ammonia — Southern Plains (dollars per ton)
|
$
|
561
|
|
|
$
|
653
|
|
|
$
|
501
|
|
|
$
|
674
|
|
UAN — Corn belt (dollars per ton)
|
$
|
333
|
|
|
$
|
381
|
|
|
$
|
332
|
|
|
$
|
380
|
|
(1)
|
Gross tons produced for ammonia represent total ammonia produced, including ammonia that was upgraded into UAN. As a result of the completion of the UAN expansion project in February 2013, we expect to upgrade substantially all of the ammonia we produce into UAN. Net tons available for sale represent ammonia available for sale that was not upgraded into UAN.
|
(2)
|
In addition to the produced ammonia, the Partnership acquired approximately
3,000
and
4,000
tons of ammonia during the three months ended
June 30, 2014
and
2013
, respectively. The Partnership acquired approximately
26,000
and
4,000
tons of ammonia during the
six
months ended
June 30, 2014
and
2013
, respectively.
|
(3)
|
Our pet coke cost per ton purchased from CVR Refining averaged
$24
and
$27
for the three months ended
June 30, 2014
and
2013
, respectively. Third-party pet coke prices averaged
$41
and
$40
for the three months ended
June 30, 2014
and
2013
, respectively. For the
six
months ended
June 30, 2014
and
2013
, our pet coke cost per ton purchased from CVR Refining averaged
$24
and
$27
, respectively. For the
six
months ended
June 30, 2014
and
2013
, third-party pet coke prices averaged
$40
and
$40
, respectively.
|
(4)
|
Product pricing at gate per ton represents net 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.
|
(5)
|
On-stream factor is the total number of hours operated divided by the total number of hours in the reporting period and is included as a measure of operating efficiency.
|
|
Three Months Ended June 30, 2014
|
Three Months Ended June 30, 2013
|
Total Variance
|
|
|
||||||||||||||||||||||
|
Volume(1)
|
$ per ton(2)
|
Sales $(3)
|
Volume(1)
|
$ per ton(2)
|
Sales $(3)
|
Volume(1)
|
Sales $(3)
|
Price
Variance
|
Volume
Variance
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
UAN
|
239,216
|
|
$
|
311
|
|
$
|
74.4
|
|
217,287
|
|
$
|
367
|
|
$
|
79.8
|
|
21,929
|
|
$
|
(5.4
|
)
|
$
|
(13.5
|
)
|
$
|
8.1
|
|
Ammonia
|
2,854
|
|
$
|
542
|
|
$
|
1.5
|
|
7,068
|
|
$
|
710
|
|
$
|
5.0
|
|
(4,214
|
)
|
$
|
(3.5
|
)
|
$
|
(0.5
|
)
|
$
|
(3.0
|
)
|
Hydrogen
|
92,967
|
|
$
|
10
|
|
$
|
0.9
|
|
375,102
|
|
$
|
11
|
|
$
|
4.0
|
|
(282,135
|
)
|
$
|
(3.1
|
)
|
$
|
(0.1
|
)
|
$
|
(3.0
|
)
|
(1) UAN and ammonia sales volumes are in tons. Hydrogen sales volumes are in MSCF.
|
|
(2) Includes freight charges
|
|
(3) Sales dollars in millions
|
|
Six Months Ended June 30, 2014
|
Six Months Ended June 30, 2013
|
Total Variance
|
|
|
||||||||||||||||||||||
|
Volume(1)
|
$ per ton(2)
|
Sales $(3)
|
Volume(1)
|
$ per ton(2)
|
Sales $(3)
|
Volume(1)
|
Sales $(3)
|
Price
Variance
|
Volume
Variance
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
UAN
|
493,886
|
|
$
|
295
|
|
$
|
145.5
|
|
411,428
|
|
$
|
346
|
|
$
|
142.4
|
|
82,458
|
|
$
|
3.1
|
|
$
|
(25.5
|
)
|
$
|
28.6
|
|
Ammonia
|
8,301
|
|
$
|
511
|
|
$
|
4.2
|
|
34,640
|
|
$
|
685
|
|
$
|
23.7
|
|
(26,339
|
)
|
$
|
(19.5
|
)
|
$
|
(1.4
|
)
|
$
|
(18.1
|
)
|
Hydrogen
|
671,431
|
|
$
|
10
|
|
$
|
6.8
|
|
377,815
|
|
$
|
11
|
|
$
|
4.0
|
|
293,616
|
|
$
|
2.8
|
|
$
|
(0.3
|
)
|
$
|
3.1
|
|
(1) UAN and ammonia sales volumes are in tons. Hydrogen sales volumes are in MSCF.
|
|
(2) Includes freight charges
|
|
(3) Sales dollars in millions
|
•
|
incur, assume or permit to exist additional indebtedness, guarantees and other contingent obligations;
|
•
|
incur liens;
|
•
|
make negative pledges;
|
•
|
pay dividends or make other distributions;
|
•
|
make payments to our subsidiary;
|
•
|
make certain loans and investments;
|
•
|
consolidate, merge or sell all or substantially all of our assets;
|
•
|
enter into sale-leaseback transactions; and
|
•
|
enter into transactions with affiliates.
|
|
December 31,
2013 |
|
March 31,
2014 |
|
Total Cash
Distributions
Paid in 2014
|
||||||
|
($ in millions, expect per common unit amounts)
|
||||||||||
Amount paid to CRLLC
|
$
|
16.7
|
|
|
$
|
14.8
|
|
|
$
|
31.5
|
|
Amounts paid to public unitholders
|
14.7
|
|
|
13.0
|
|
|
27.7
|
|
|||
Total amount paid
|
$
|
31.4
|
|
|
$
|
27.8
|
|
|
$
|
59.2
|
|
Per common unit
|
$
|
0.43
|
|
|
$
|
0.38
|
|
|
$
|
0.81
|
|
Common units outstanding (in thousands)
|
73,113
|
|
|
73,113
|
|
|
|
|
Six Months Ended
June 30, |
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
59.9
|
|
|
$
|
74.6
|
|
Investing activities
|
(7.4
|
)
|
|
(31.8
|
)
|
||
Financing activities
|
(59.2
|
)
|
|
(58.8
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
(6.7
|
)
|
|
$
|
(16.0
|
)
|
Period
|
|
Total Number of
Units Purchased
|
|
Average Price Paid per Unit
|
|
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
|
|||
April 1, 2014 to April 30, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
May 1, 2014 to May 31, 2014
|
|
228
|
|
|
$
|
21.05
|
|
|
—
|
|
—
|
June 1, 2014 to June 30, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Total
|
|
228
|
|
|
$
|
21.05
|
|
|
—
|
|
—
|
|
|
CVR Partners, LP
|
|
|
|
|
|
|
|
By:
|
CVR GP, LLC, its general partner
|
|
|
|
|
July 31, 2014
|
|
By:
|
/s/ JOHN J. LIPINSKI
|
|
|
|
Executive Chairman
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
July 31, 2014
|
|
By:
|
/s/ MARK A. PYTOSH
|
|
|
|
Chief Executive Officer and President
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
July 31, 2014
|
|
By:
|
/s/ SUSAN M. BALL
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
Section 4.
|
Unauthorized Disclosure; Non-Competition; Non-Solicitation; Proprietary Rights
.
|
|
CVR GP, LLC
|
/s/ Mark A. Pytosh
Mark A. Pytosh |
By:
/s/ John J. Lipinski
Name: John J. Lipinski Title: Executive Chairman |
|
|
Number of Phantom Units Attributable to Award During Each Performance Cycle
|
Performance Cycle
|
UAN Production Target Level
|
10,039
|
2014 Performance Cycle
|
670,000 tons
|
10,039
|
2015 Performance Cycle
|
1,006,700 tons
|
10,038
|
2016 Performance Cycle
|
1,006,700 tons
|
(i)
|
with respect to the Performance Cycle in which the Grantee’s employment termination occurs and with respect to any Performance Cycle that has been completed at the time of such termination, 100% of all Phantom Units attributable to the Award for any and all such Performance Cycle(s) pursuant to Section 2(a) hereof will remain outstanding, and amounts due to the Grantee, if any, with respect to such Phantom Units, will be paid pursuant to Section 6 (solely to the extent such amounts have not already been paid); and
|
(ii)
|
other than any Phantom Units that remain outstanding pursuant to Section 4(a)(i) above, all Phantom Units shall be deemed immediately forfeited and Grantee shall have no rights with respect thereto; and
|
CVR PARTNERS, LP
By: CVR GP, LLC, its general partner
|
GRANTEE
|
/s/ John J. Lipinski
By: John J. Lipinski Title: Executive Chairman |
/s/ Mark A. Pytosh
Name: Mark A. Pytosh |
CVR Partners, LP
By: CVR GP, LLC, its general partner
|
CVR GP, LLC
|
||
By:
|
/s/ Mark A. Pytosh
|
By:
|
/s/ Susan M. Ball
|
Name:
|
Mark A. Pytosh
|
Name:
|
Susan M. Ball
|
Title:
|
Chief Executive Officer and President
|
Title:
|
Chief Financial Officer and Treasurer
|
CVR Energy, Inc.
|
|
By:
|
/s/ John J. Lipinski
|
Name:
|
John J. Lipinski
|
Title:
|
Chief Executive Officer and President
|
By:
|
/s/ JOHN J. LIPINSKI
|
|
John J. Lipinski
|
|
Executive Chairman of CVR GP, LLC,
|
|
the general partner of CVR Partners, LP
|
By:
|
/s/ MARK A. PYTOSH
|
|
Mark A. Pytosh
|
|
Chief Executive Officer of CVR GP, LLC,
|
|
the general partner of CVR Partners, LP
|
By:
|
/s/ SUSAN M. BALL
|
|
Susan M. Ball
|
|
Chief Financial Officer of CVR GP, LLC,
|
|
the general partner of CVR Partners, LP
|
By:
|
/s/ JOHN J. LIPINSKI
|
|
John J. Lipinski
|
|
Executive Chairman of CVR GP, LLC,
|
|
the general partner of CVR Partners, LP
|
By:
|
/s/ MARK A. PYTOSH
|
|
Mark A. Pytosh
|
|
Chief Executive Officer of CVR GP, LLC,
|
|
the general partner of CVR Partners, LP
|
By:
|
/s/ SUSAN M. BALL
|
|
Susan M. Ball
|
|
Chief Financial Officer of CVR GP, LLC,
|
|
the general partner of CVR Partners, LP
|