Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 26, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | CVR ENERGY INC | |
Entity Central Index Key | 1,376,139 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 86,831,050 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents (including $197.9 and $237.3, respectively, of consolidated variable interest entities (VIEs)) | $ 681.8 | $ 765.1 |
Accounts receivable of VIEs, net of allowance for doubtful accounts of $0.5 and $0.3, respectively | 109.7 | 95.8 |
Inventories of VIEs | 259.4 | 289.9 |
Prepaid expenses and other current assets (including $76.2 and $101.2, respectively, of VIEs) | 84.3 | 104.3 |
Income tax receivable | 6.9 | 6.9 |
Due from parent | 11.6 | 11.6 |
Total current assets | 1,153.7 | 1,273.6 |
Property, plant and equipment, net of accumulated depreciation (including $1,947.4 and $1,942.6, respectively, of VIEs) | 1,972.4 | 1,967.1 |
Intangible assets of VIEs, net | 0.2 | 0.2 |
Goodwill of VIEs | 41 | 41 |
Other long-term assets (including $12.4 and $13.0, respectively, of VIEs) | 16.2 | 17.5 |
Total assets | 3,183.5 | 3,299.4 |
Current liabilities: | ||
Note payable and capital lease obligations of VIEs | 1.7 | 1.6 |
Current portion of long-term debt of VIEs | 125 | 124.8 |
Accounts payable (including $246.1 and $258.0, respectively, of VIEs) | 249.6 | 261.5 |
Personnel accruals (including $11.9 and $21.7, respectively, of VIEs) | 23.7 | 45.7 |
Accrued taxes other than income taxes of VIEs | 26.3 | 23.5 |
Deferred revenue of VIEs | 0.8 | 3.1 |
Other current liabilities (including $46.7 and $23.9, respectively, of VIEs) | 47.1 | 24.4 |
Total current liabilities | 474.2 | 484.6 |
Long-term liabilities: | ||
Long-term debt and capital lease obligations of VIEs, net of current portion | 540.4 | 540.7 |
Deferred income taxes (including $0.1 and $0.1, respectively, of VIEs) | 624.3 | 639.7 |
Other long-term liabilities (including $3.1 and $3.1, respectively, of VIEs) | 27.6 | 33.9 |
Total long-term liabilities | $ 1,192.3 | $ 1,214.3 |
Commitments and contingencies | ||
CVR stockholders' equity: | ||
Common stock $0.01 par value per share, 350,000,000 shares authorized, 86,929,660 shares issued | $ 0.9 | $ 0.9 |
Additional paid-in-capital | 1,174.7 | 1,174.7 |
Retained deficit | (248.8) | (189.2) |
Treasury stock, 98,610 shares at cost | (2.3) | (2.3) |
Total CVR stockholders' equity | 924.5 | 984.1 |
Noncontrolling interest | 592.5 | 616.4 |
Total equity | 1,517 | 1,600.5 |
Total liabilities and equity | $ 3,183.5 | $ 3,299.4 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents, consolidated VIEs | $ 681.8 | $ 765.1 |
Accounts receivable of VIEs, allowance for doubtful accounts | 0.5 | 0.3 |
Prepaid expenses and other current assets, VIEs | 84.3 | 104.3 |
Property, plant and equipment, net of accumulated depreciation, VIEs | 1,972.4 | 1,967.1 |
Other long-term assets, VIEs | 16.2 | 17.5 |
Current liabilities: | ||
Accounts payable, VIEs | 249.6 | 261.5 |
Personnel accruals, VIEs | 23.7 | 45.7 |
Other current liabilities, VIEs | 47.1 | 24.4 |
Long-term liabilities: | ||
Deferred income taxes, VIEs | 624.3 | 639.7 |
Other long-term liabilities, VIEs | $ 27.6 | $ 33.9 |
Equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock issued (in shares) | 86,929,660 | 86,929,660 |
Treasury stock (in shares) | 98,610 | 98,610 |
Variable Interest Entities, Primary Beneficiary | ||
Current assets: | ||
Cash and cash equivalents, consolidated VIEs | $ 197.9 | $ 237.3 |
Prepaid expenses and other current assets, VIEs | 76.2 | 101.2 |
Property, plant and equipment, net of accumulated depreciation, VIEs | 1,947.4 | 1,942.6 |
Other long-term assets, VIEs | 12.4 | 13 |
Current liabilities: | ||
Accounts payable, VIEs | 246.1 | 258 |
Personnel accruals, VIEs | 11.9 | 21.7 |
Other current liabilities, VIEs | 46.7 | 23.9 |
Long-term liabilities: | ||
Deferred income taxes, VIEs | 0.1 | 0.1 |
Other long-term liabilities, VIEs | $ 3.1 | $ 3.1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Net sales | $ 905.5 | $ 1,388.9 |
Operating costs and expenses: | ||
Cost of product sold (exclusive of depreciation and amortization) | 736.8 | 1,073.6 |
Direct operating expenses (exclusive of depreciation and amortization) | 141.4 | 111.4 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 27.2 | 25.3 |
Depreciation and amortization | 40 | 42 |
Total operating costs and expenses | 945.4 | 1,252.3 |
Operating income (loss) | (39.9) | 136.6 |
Other income (expense): | ||
Interest expense and other financing costs | (12.1) | (12.7) |
Interest income | 0.2 | 0.2 |
Loss on derivatives, net | (1.2) | (51.4) |
Other income, net | 0.3 | 36 |
Total other expense | (12.8) | (27.9) |
Income (loss) before income taxes | (52.7) | 108.7 |
Income tax expense (benefit) | (21.8) | 24 |
Net income (loss) | (30.9) | 84.7 |
Less: Net income (loss) attributable to noncontrolling interest | (14.7) | 29.8 |
Net income (loss) attributable to CVR Energy stockholders | $ (16.2) | $ 54.9 |
Basic earnings (loss) per share (in dollars per share) | $ (0.19) | $ 0.63 |
Diluted earnings (loss) per share (in dollars per share) | (0.19) | 0.63 |
Dividends declared per share (in dollars per share) | $ 0.50 | $ 0.5 |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 86.8 | 86.8 |
Diluted (in shares) | 86.8 | 86.8 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (30.9) | $ 84.7 |
Other comprehensive income (loss): | ||
Unrealized gain on available-for-sale securities, net of tax of $0 and $12.6, respectively | 0 | 19.2 |
Net gain reclassified into income on sale of available-for-sale securities, net of tax of $0 and ($8.0), respectively | 0 | (12.1) |
Net gain reclassified into income on reclassification of available-for-sale securities to trading securities, net of tax of $0 and ($4.6), respectively | 0 | (7.1) |
Change in fair value of interest rate swaps, net of tax of $0 and $0, respectively | 0 | (0.1) |
Net loss reclassified into income on settlement of interest rate swaps, net of tax of $0 and $0.1, respectively | 0 | 0.2 |
Total other comprehensive income | 0 | 0.1 |
Comprehensive income (loss) | (30.9) | 84.8 |
Less: Comprehensive income (loss) attributable to noncontrolling interest | (14.7) | 29.9 |
Comprehensive income (loss) attributable to CVR Energy stockholders | $ (16.2) | $ 54.9 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gain on available-for-sale securities, tax | $ 0 | $ 12.6 |
Net gain reclassified into income on sale of AFS securities, tax | 0 | (8) |
Net gain reclassified into income on reclassification of available-for-sale securities to trading securities, tax | 0 | (4.6) |
Change in fair value of interest rate swap, tax | 0 | 0 |
Net loss reclassified into income on settlement of interest rate swap, tax | $ 0 | $ 0.1 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - 3 months ended Mar. 31, 2016 - USD ($) $ in Millions | Total | CVR Partners, LP | Total CVR Stockholders' Equity | $0.01 Par Value Common Stock | Additional Paid-In Capital | Retained Deficit | Treasury Stock | Noncontrolling Interest | Noncontrolling InterestCVR Partners, LP |
Balance (in shares) at Dec. 31, 2015 | 86,929,660 | ||||||||
Balance at Dec. 31, 2015 | $ 1,600.5 | $ 984.1 | $ 0.9 | $ 1,174.7 | $ (189.2) | $ (2.3) | $ 616.4 | ||
Increase (Decrease) in Stockholders' Equity | |||||||||
Dividends paid to CVR Energy stockholders | (43.4) | (43.4) | (43.4) | ||||||
Distributions to noncontrolling interest holders | $ (9.2) | $ (9.2) | |||||||
Net loss | (30.9) | (16.2) | (16.2) | (14.7) | |||||
Balance (in shares) at Mar. 31, 2016 | 86,929,660 | ||||||||
Balance at Mar. 31, 2016 | $ 1,517 | $ 924.5 | $ 0.9 | $ 1,174.7 | $ (248.8) | $ (2.3) | $ 592.5 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (30.9) | $ 84.7 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 40 | 42 |
Allowance for doubtful accounts | 0.3 | 0 |
Amortization of deferred financing costs | 0.7 | 0.7 |
Deferred income taxes benefits | (21.8) | (14.1) |
Loss on disposition of assets | 0 | 0.8 |
Share-based compensation | 1.8 | 4 |
Gain on sale of available-for-sale securities | 0 | (20.1) |
Unrealized gain on securities | (0.3) | 0 |
Loss on derivatives, net | 1.2 | 51.4 |
Current period settlements on derivative contracts | 21.4 | (6.3) |
Changes in assets and liabilities: | ||
Accounts receivable | (14.2) | 0 |
Inventories | 30.5 | 18.2 |
Prepaid expenses and other current assets | 1.9 | (5) |
Due from parent | 0 | 35.5 |
Accounts payable | (8.5) | (3.8) |
Accrued income taxes | 0 | 2.6 |
Deferred revenue | (2.3) | (7.3) |
Other current liabilities | 1.9 | (4.9) |
Other long-term liabilities | (0.1) | (0.2) |
Net cash provided by operating activities | 21.6 | 178.2 |
Cash flows from investing activities: | ||
Capital expenditures | (47.5) | (45.5) |
Purchase of securities | 4.2 | 0 |
Proceeds from sale of available-for-sale securities | 0 | 42.1 |
Net cash used in investing activities | (51.7) | (3.4) |
Cash flows from financing activities: | ||
Payment of capital lease obligations | (0.4) | (0.3) |
Payment of deferred financing costs | (0.2) | 0 |
Dividends to CVR Energy's stockholders | (43.4) | (43.4) |
Net cash used in financing activities | (53.2) | (76.3) |
Net increase (decrease) in cash and cash equivalents | (83.3) | 98.5 |
Cash and cash equivalents, beginning of period | 765.1 | 753.7 |
Cash and cash equivalents, end of period | 681.8 | 852.2 |
Supplemental disclosures: | ||
Cash paid for interest net of capitalized interest of $1.5 and $0.4 in 2016 and 2015, respectively | 3.4 | 3.9 |
Non-cash investing and financing activities: | ||
Construction in process additions included in accounts payable | 18.9 | 15 |
Change in accounts payable related to construction in process additions | (3.4) | (6.6) |
Receivable for sale of available-for-sale securities included in prepaid expenses and other current assets | 0 | 25.9 |
Investment in available-for-sale securities reclassified to trading securities | 0 | 37.4 |
CVR Refining, LP | ||
Cash flows from financing activities: | ||
Distributions to noncontrolling interest holders | 0 | (18.6) |
CVR Partners, LP | ||
Cash flows from financing activities: | ||
Distributions to noncontrolling interest holders | $ (9.2) | $ (14) |
CONDENSED CONSOLIDATED STATEM10
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Cash Flows [Abstract] | ||
Capitalized interest | $ 1.5 | $ 0.4 |
Organization and History of the
Organization and History of the Company and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and History of the Company and Basis of Presentation | (1) Organization and History of the Company and Basis of Presentation Organization The "Company," "CVR Energy" or "CVR" are used in this Report to refer to CVR Energy, Inc. and, unless the context otherwise requires, its subsidiaries. CVR is a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries through its holdings in CVR Refining, LP ("CVR Refining" or the "Refining Partnership") and CVR Partners, LP ("CVR Partners" or the "Nitrogen Fertilizer Partnership"). The Refining Partnership is an independent petroleum refiner and marketer of high value transportation fuels. The Nitrogen Fertilizer Partnership produces and markets nitrogen fertilizers in the form of UAN and ammonia. The Company reports in two business segments: the petroleum segment (the operations of CVR Refining) and the nitrogen fertilizer segment (the operations of CVR Partners). CVR's common stock is listed on the NYSE under the symbol "CVI." On May 7, 2012, an affiliate of Icahn Enterprises L.P. ("IEP") announced that they had acquired control of CVR pursuant to a tender offer for all of the Company's common stock (the "IEP Acquisition"). As of March 31, 2016 , IEP and its affiliates owned approximately 82% of the Company's outstanding shares. CVR Partners, LP On April 13, 2011, the Nitrogen Fertilizer Partnership completed the initial public offering of its common units representing limited partnership interests (the "Nitrogen Fertilizer Partnership IPO"). The common units, which are listed on the NYSE, began trading on April 8, 2011 under the symbol "UAN." In connection with the Nitrogen Fertilizer Partnership IPO and through May 27, 2013, the Company recorded a 30% noncontrolling interest for the common units sold into the public market. On May 28, 2013, Coffeyville Resources, LLC ("CRLLC"), a wholly-owned subsidiary of the Company, completed a registered public offering whereby it sold 12,000,000 Nitrogen Fertilizer Partnership common units to the public (the "Secondary Offering"). Immediately subsequent to the closing of the Secondary Offering and as of March 31, 2016 , public security holders held approximately 47% of the outstanding Nitrogen Fertilizer Partnership common units, and CRLLC held approximately 53% of the outstanding Nitrogen Fertilizer Partnership common units. In addition, CRLLC owns 100% of the Nitrogen Fertilizer Partnership's general partner, CVR GP, LLC, which only holds a non-economic general partner interest. The noncontrolling interest reflected on the Condensed Consolidated Balance Sheets of CVR is impacted by the net income of, and distributions from, the Nitrogen Fertilizer Partnership. The Nitrogen Fertilizer Partnership has adopted a policy pursuant to which the Nitrogen Fertilizer Partnership will distribute all of the available cash it generates each quarter. The available cash for each quarter will be determined by the board of directors of the Nitrogen Fertilizer Partnership's general partner following the end of such quarter. The partnership agreement does not require that the Nitrogen Fertilizer Partnership make cash distributions on a quarterly basis or at all, and the board of directors of the general partner of the Nitrogen Fertilizer Partnership can change the Nitrogen Fertilizer Partnership's distribution policy at any time. The Nitrogen Fertilizer Partnership is operated by CVR's senior management (together with other officers of the general partner) pursuant to a services agreement among CVR, the general partner and the Nitrogen Fertilizer Partnership. The Nitrogen Fertilizer Partnership's general partner manages the operations and activities of the Nitrogen Fertilizer Partnership, subject to the terms and conditions specified in the partnership agreement. The operations of the general partner in its capacity as general partner are managed by its board of directors. Actions by the general partner that are made in its individual capacity are made by CRLLC as the sole member of the general partner and not by the board of directors of the general partner. The members of the board of directors of the general partner are not elected by the Nitrogen Fertilizer Partnership's common unitholders and are not subject to re-election on a regular basis. The officers of the general partner manage the day-to-day affairs of the business of the Nitrogen Fertilizer Partnership. CVR, the Nitrogen Fertilizer Partnership, their respective subsidiaries and the general partner are parties to a number of agreements to regulate certain business relations between them. Certain of these agreements were amended in connection with the Nitrogen Fertilizer Partnership IPO. On August 9, 2015, CVR Partners entered into an Agreement and Plan of Merger (the "Merger Agreement") with Rentech Nitrogen Partners, L.P., now known as East Dubuque Nitrogen Partners, L.P. ("East Dubuque"), and Rentech Nitrogen GP, LLC, now know as East Dubuque Nitrogen GP, LLC ("East Dubuque GP"), pursuant to which CVR Partners would acquire East Dubuque and East Dubuque GP by merging two newly-created direct wholly-owned subsidiaries of CVR Partners with and into those entities with East Dubuque and East Dubuque GP continuing as surviving entities and subsidiaries of CVR Partners (together, the "mergers"). On April 1, 2016, CVR Partners completed the previously announced transactions contemplated by the Merger Agreement. In accordance with the Financial Accounting Standards Board’s Accounting Standards Codification ("ASC") Topic 805 — Business Combinations , the Nitrogen Fertilizer Partnership will account for the mergers as an acquisition of a business with CVR Partners as the acquirer. Immediately subsequent to the mergers, CRLLC held approximately 34% of the Nitrogen Fertilizer Partnership's outstanding common units and 100% of the Nitrogen Fertilizer Partnership's general partner. Refer to Note 15 ("Subsequent Events") of this Report for further discussion of the mergers. CVR Refining, LP On January 23, 2013, the Refining Partnership completed the initial public offering of its common units representing limited partner interests. The common units, which are listed on the NYSE, began trading on January 17, 2013 under the symbol "CVRR." On May 20, 2013, the Refining Partnership completed an underwritten offering (the "Underwritten Offering") by selling additional common units to the public. In connection with the Underwritten Offering, American Entertainment Properties Corporation ("AEPC"), an affiliate of IEP, also purchased common units in a privately negotiated transaction with a subsidiary of CVR, which was completed on May 29, 2013. On June 30, 2014, the Refining Partnership completed a second underwritten offering (the "Second Underwritten Offering"). Additionally, on July 24, 2014, the Refining Partnership sold additional common units to the public in connection with the underwriters' exercise of their option to purchase additional common units. Immediately subsequent to the closing of the underwriters' option for the Second Underwritten Offering and as of March 31, 2016, public security holders held approximately 34% of the Refining Partnership's outstanding common units (including common units owned by affiliates of IEP, representing approximately 4% of the Refining Partnership's outstanding common units), and CVR Refining Holdings, LLC (“CVR Refining Holdings”) held approximately 66% of the Refining Partnership's outstanding common units. In addition, CVR Refining Holdings owns 100% of the Refining Partnership’s general partner, CVR Refining GP, LLC ("CVR Refining GP"), which only holds a non-economic general partner interest. The noncontrolling interest reflected on the Condensed Consolidated Balance Sheets of CVR is impacted by the net income of, and distributions from the Refining Partnership. The Refining Partnership has adopted a policy pursuant to which it will distribute all of the available cash it generates each quarter. The available cash for each quarter will be determined by the board of directors of the Refining Partnership's general partner following the end of such quarter. The partnership agreement does not require that the Refining Partnership make cash distributions on a quarterly basis or at all, and the board of directors of the general partner of the Refining Partnership can change the distribution policy at any time. The Refining Partnership is party to a services agreement pursuant to which the Refining Partnership and its general partner obtain certain management and other services from CVR Energy. The Refining Partnership's general partner manages the Refining Partnership's activities subject to the terms and conditions specified in the Refining Partnership's partnership agreement.The operations of its general partner, in its capacity as general partner, are managed by its board of directors. Actions by its general partner that are made in its individual capacity are made by CVR Refining Holdings as the sole member of the Refining Partnership's general partner and not by the board of directors of its general partner. The members of the board of directors of the Refining Partnership's general partner are not elected by the Refining Partnership's common unitholders and are not subject to re-election on a regular basis. The officers of the general partner manage the day-to-day affairs of the business of the Refining Partnership. Basis of Presentation The accompanying condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed consolidated financial statements include the accounts of CVR and its direct and indirect subsidiaries including the Nitrogen Fertilizer Partnership, the Refining Partnership and their respective subsidiaries, as discussed further below. The ownership interests of noncontrolling investors in CVR's subsidiaries are recorded as a noncontrolling interest included as a separate component of equity for all periods presented. All intercompany account balances and transactions have been eliminated in consolidation. Certain information and footnotes required for complete financial statements under GAAP have been condensed or omitted pursuant to SEC rules and regulations. These condensed consolidated financial statements should be read in conjunction with the December 31, 2015 audited consolidated financial statements and notes thereto included in CVR's Annual Report on Form 10-K for the year ended December 31, 2015 , which was filed with the SEC on February 19, 2016 (the "2015 Form 10-K"). The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2015-02, "Consolidations (Topic 810) - Amendments to the Consolidation Analysis" (“ASU 2015-02”), which amended previous consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities are considered a variable interest entity (“VIE”) unless the limited partners hold substantive kick-out rights or participating rights. Management has determined that the Refining Partnership and the Nitrogen Fertilizer Partnership are VIEs because the limited partners of CVR Refining and CVR Partners lack both substantive kick-out rights and participating rights. As such, management evaluated the qualitative criteria under FASB ASC Topic 810 - Consolidation in conjunction with ASU 2015-02 to make a determination whether the Refining Partnership and the Nitrogen Fertilizer Partnership should be consolidated on the Company's financial statements. ASC Topic 810-10 requires the primary beneficiary of a variable interest entity's activities to consolidate the VIE. The primary beneficiary is identified as the enterprise that has a) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. The standard requires an ongoing analysis to determine whether the variable interest gives rise to a controlling financial interest in the VIE. Based upon the general partner’s roles and rights as afforded by the partnership agreements and its exposure to losses and benefits of each of the partnerships through its significant limited partner interests, intercompany credit facilities, and services agreements, CVR determined that it is the primary beneficiary of both the Refining Partnership and the Nitrogen Fertilizer Partnership. Based upon that evaluation, the consolidated financial statements of CVR continue to consolidate both the Refining and Nitrogen Fertilizer Partnerships. In the opinion of the Company's management, the accompanying condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary to fairly present the financial position of the Company as of March 31, 2016 and December 31, 2015 , the results of operations and comprehensive income for the three month periods ended March 31, 2016 and 2015 , changes in equity for the three month period ended March 31, 2016 and cash flows of the Company for the three month periods ended March 31, 2016 and 2015 . The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results that will be realized for the year ending December 31, 2016 or any other interim or annual period. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | (2) Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard was originally effective for interim and annual periods beginning after December 15, 2016 and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. On July 9, 2015, the FASB approved a one-year deferral of the effective date making the standard effective for interim and annual periods beginning after December 15, 2017. The FASB will continue to permit entities to adopt the standard on the original effective date if they choose. The Company has not yet selected a transition method and is currently evaluating the standard and the impact on its consolidated financial statements and footnote disclosures. In February 2015, the FASB issued ASU No. 2015-02, " Consolidations (Topic 810) - Amendments to the Consolidation Analysis" ("ASU 2015-02"), which amended previous consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities will be considered a VIE unless the limited partners hold substantive kick-out rights or participating rights. The standard is effective for interim and annual periods beginning after December 15, 2015. The Company adopted ASU 2015-02 as of January 1, 2016. Refer to Note 1 ("Organization and History of the Company and Basis of Presentation") for more information. In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03") . The new standard requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. The standard is effective for interim and annual periods beginning after December 15, 2015 and is required to be applied on a retrospective basis. Early adoption is permitted. The Company adopted ASU 2015-03 as of January 1, 2016 and applied the standard retrospectively to the Condensed Consolidated Balance Sheet. Refer to Note 8 ("Long-Term Debt") for further details. In February 2016, the FASB issued ASU 2016-02, “ Leases ” (“ASU 2016-02”). The new standard revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. The standard is effective for the first interim and annual periods beginning after December 15, 2018, with early adoption permitted. At adoption, ASU 2016-02 will be applied using a modified retrospective approach. The Company is currently evaluating the standard and the impact on its consolidated financial statements and footnotes disclosures. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | (3) Share-Based Compensation Long-Term Incentive Plan – CVR Energy CVR has a Long-Term Incentive Plan ("LTIP"), which permits the grant of options, stock appreciation rights, restricted shares, restricted stock units, dividend equivalent rights, share awards and performance awards (including performance share units, performance units and performance-based restricted stock). As of March 31, 2016 , only performance units and an immaterial amount of restricted stock units remain outstanding under the LTIP. Individuals who are eligible to receive awards and grants under the LTIP include the Company's or its subsidiaries' employees, officers, consultants, advisors and directors. The LTIP authorized a share pool of 7,500,000 shares of the Company's common stock, 1,000,000 of which may be issued in respect of incentive stock options. Performance Unit Awards In December 2015, the Company entered into a performance unit award agreement (the "2015 Performance Unit Award Agreement") with its Chief Executive Officer. Compensation cost for the 2015 Performance Unit Award Agreement will be recognized over the performance cycle from January 1, 2016 to December 31, 2016. The performance unit award represents the right to receive, upon vesting, a cash payment equal to a defined threshold in accordance with the award agreement, multiplied by a performance factor that is based upon the achievement of certain operating objectives. Total compensation expense for the three months ended March 31, 2016 related to the performance unit award was approximately $0.9 million . As of March 31, 2016 , the Company had a liability of $0.9 million for non-vested performance unit awards, which is recorded in personnel accruals on the Condensed Consolidated Balance Sheet. Long-Term Incentive Plan – CVR Partners Phantom Units CVR Partners has a long-term incentive plan ("CVR Partners LTIP") that provides for the grant of options, unit appreciation rights, distribution equivalent rights, restricted units, phantom units and other unit-based awards. The maximum number of common units issuable under the CVR Partners LTIP is 5,000,000 . Individuals who are eligible to receive awards under the CVR Partners LTIP include (i) employees of the Nitrogen Fertilizer Partnership and its subsidiaries, (ii) employees of its general partner, (iii) members of the board of directors of its general partner and (iv) employees, consultants and directors of CVR Energy. Through the CVR Partners LTIP, awards of phantom units and distribution equivalent rights have been granted to employees of the Nitrogen Fertilizer Partnership and its subsidiaries and its general partner. These awards are generally graded-vesting awards, which are expected to vest over three years with one-third of the award vesting each year. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of one unit of the Nitrogen Fertilizer Partnership's common units in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid by the Nitrogen Fertilizer Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, are remeasured at each subsequent reporting date until they vest. A summary of the phantom unit activity and changes under the CVR Partners LTIP during the three months ended March 31, 2016 is presented below: Phantom Units Weighted-Average Grant-Date Non-vested at January 1, 2016 391,903 $ 8.71 Granted 3,475 7.77 Vested — — Forfeited — — Non-vested at March 31, 2016 395,378 $ 8.70 As of March 31, 2016 , there was approximately $2.5 million of total unrecognized compensation cost related to the awards under the CVR Partners LTIP to be recognized over a weighted-average period of 1.5 years . Total compensation expense recorded for the three months ended March 31, 2016 and 2015 related to the awards under the CVR Partners LTIP was approximately $0.5 million and $0.6 million , respectively. As of March 31, 2016 and December 31, 2015 , the Nitrogen Fertilizer Partnership had a liability of $1.2 million and $0.7 million , respectively, for cash settled non-vested phantom unit awards and associated distribution equivalent rights, which is recorded in personnel accruals on the Condensed Consolidated Balance Sheets. Performance-Based Phantom Units In May 2014, the Nitrogen Fertilizer Partnership entered into a Phantom Unit Agreement with the Chief Executive Officer and President of its general partner that included performance-based phantom units and distribution equivalent rights. Compensation cost is being recognized over the annual performance cycles, as the services are provided. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average closing price of the Nitrogen Fertilizer Partnership's common units in accordance with the award agreement, multiplied by a performance factor that is based upon the level of the Nitrogen Fertilizer Partnership's production of UAN, and (ii) the per unit cash value of all distributions declared and paid by the Nitrogen Fertilizer Partnership from the grant date to and including the vesting date. Total compensation expense recorded for the three months ended March 31, 2016 and 2015 related to the award was nominal. Based on current estimates of performance thresholds for the remaining 2016 performance cycle, unrecognized compensation expense and the liability associated with the unvested phantom units at March 31, 2016 were also nominal. Long-Term Incentive Plan – CVR Refining CVR Refining has a long-term incentive plan ("CVR Refining LTIP") that provides for the grant of options, unit appreciation rights, restricted units, phantom units, unit awards, substitute awards, other-unit based awards, cash awards, performance awards, and distribution equivalent rights. The maximum number of common units issuable under the CVR Refining LTIP is 11,070,000 . Individuals who are eligible to receive awards under the CVR Refining LTIP include (i) employees of the Refining Partnership and its subsidiaries, (ii) employees of the general partner, (iii) members of the board of directors of the general partner and (iv) certain employees, consultants and directors of CRLLC and CVR Energy who perform services for the benefit of the Refining Partnership. Awards of phantom units and distribution equivalent rights have been granted to employees of the Refining Partnership and its subsidiaries, its general partner and certain employees of CRLLC and CVR Energy who perform services solely for the benefit of the Refining Partnership. The awards are generally graded-vesting awards, which are expected to vest over three years with one-third of the awards vesting each year. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair-market value of one unit of the Refining Partnership's common units in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid by the Refining Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, are remeasured at each subsequent reporting date until they vest. A summary of phantom unit activity and changes under the CVR Refining LTIP during the three months ended March 31, 2016 is presented below: Units Weighted-Average Grant-Date Fair Value Non-vested at January 1, 2016 511,591 $ 19.68 Granted — — Vested — — Forfeited (6,911 ) 19.51 Non-vested at March 31, 2016 504,680 $ 19.69 As of March 31, 2016 , there was approximately $4.4 million of total unrecognized compensation cost related to the awards under the CVR Refining LTIP to be recognized over a weighted-average period of 1.5 years . Total compensation expense recorded for the three months ended March 31, 2016 and 2015 related to the awards under the CVR Refining LTIP was approximately $0.3 million and $1.4 million , respectively. As of March 31, 2016 and December 31, 2015 , the Refining Partnership had a liability of approximately $2.5 million and $2.3 million , respectively, for non-vested phantom unit awards and associated distribution equivalent rights, which is recorded in personnel accruals on the Condensed Consolidated Balance Sheets. In December 2014, the Company granted an award of 227,927 incentive units in the form of stock appreciation rights ("SARs") to an executive of CVR Energy. In April 2015, the award granted was canceled and replaced by an award of notional units in the form of SARs by CVR Refining pursuant to the CVR Refining LTIP. The replacement award is structured on the same economic and other terms as the incentive unit award and did not result in a material impact. Each SAR vests over three years and entitles the executive to receive a cash payment in an amount equal to the excess of the fair market value of one unit of the Refining Partnership's common units for the first ten trading days in the month prior to vesting over the grant price of the SAR. The fair value will be adjusted to include all distributions declared and paid by the Refining Partnership during the vesting period. The fair value of each SAR is estimated at the end of each reporting period using the Black-Scholes option-pricing model. Assumptions utilized to value the award have been omitted due to immateriality of the award. Total compensation expense during the three months ended March 31, 2016 and 2015 and the liability as of March 31, 2016 and December 31, 2015 were not material. Incentive Unit Awards The Company has granted awards of incentive units and distribution equivalent rights to certain employees of CRLLC, CVR Energy and CVR GP, LLC. The awards are generally graded vesting awards, which are expected to vest over three years with one-third of the award vesting each year. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. Each incentive unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of one unit of the Refining Partnership's common units in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid by the Refining Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, are remeasured at each subsequent reporting date until they vest. A summary of incentive unit activity and changes during the three months ended March 31, 2016 is presented below: Incentive Units Weighted-Average Grant-Date Fair Value Non-vested at January 1, 2016 604,942 $ 19.64 Granted 11,892 12.72 Vested (884 ) 18.85 Forfeited (21,281 ) 19.42 Non-vested at March 31, 2016 594,669 $ 19.51 As of March 31, 2016 , there was approximately $5.2 million of total unrecognized compensation cost related to incentive unit awards to be recognized over a weighted-average period of approximately 1.5 years . Total compensation expense for the three months ended March 31, 2016 and 2015 related to the awards was approximately $0.3 million and $1.5 million , respectively. As of March 31, 2016 and December 31, 2015 , the Company had a liability of approximately $2.9 million and $2.6 million , respectively, for non-vested incentive units and associated distribution equivalent rights, which is recorded in personnel accruals on the Condensed Consolidated Balance Sheets. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | (4) Inventories Inventories consist primarily of domestic and foreign crude oil, blending stock and components, work-in-progress, fertilizer products, and refined fuels and by-products. For all periods presented, inventories are valued at the lower of the first-in, first-out ("FIFO") cost or market for fertilizer products, refined fuels and by-products. Refinery unfinished and finished products inventory values were determined using the ability-to-bear process, whereby raw materials and production costs are allocated to work-in-process and finished products based on their relative fair values. Other inventories, including other raw materials, spare parts, and supplies, are valued at the lower of moving-average cost, which approximates FIFO, or market. The cost of inventories includes inbound freight costs. Inventories consisted of the following: March 31, 2016 December 31, 2015 (in millions) Finished goods $ 95.8 $ 114.5 Raw materials and precious metals 83.1 81.2 In-process inventories 21.2 35.8 Parts and supplies 59.3 58.4 Total Inventories $ 259.4 $ 289.9 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | (5) Property, Plant and Equipment Property, plant and equipment consisted of the following: March 31, 2016 December 31, 2015 (in millions) Land and improvements $ 38.8 $ 38.6 Buildings 53.1 53.6 Machinery and equipment 2,739.5 2,723.0 Automotive equipment 24.7 24.8 Furniture and fixtures 21.3 21.3 Leasehold improvements 3.4 3.6 Aircraft 3.6 3.6 Railcars 16.3 16.3 Construction in progress 150.2 122.3 3,050.9 3,007.1 Accumulated depreciation 1,078.5 1,040.0 Total property, plant and equipment, net $ 1,972.4 $ 1,967.1 Capitalized interest recognized as a reduction in interest expense for the three months ended March 31, 2016 and 2015 totaled approximately $1.5 million and $0.4 million , respectively. Land, buildings and equipment that are under a capital lease obligation had an original carrying value of approximately $24.8 million at both March 31, 2016 and December 31, 2015 . Amortization of assets held under capital leases is included in depreciation expense. |
Cost Classifications
Cost Classifications | 3 Months Ended |
Mar. 31, 2016 | |
Costs and Expenses [Abstract] | |
Cost Classifications | (6) Cost Classifications Cost of product sold (exclusive of depreciation and amortization) includes cost of crude oil, other feedstocks, blendstocks, purchased refined products, pet coke expenses, renewable identification numbers ("RINs") expenses and freight and distribution expenses. For the three months ended March 31, 2016 and 2015 , cost of product sold excluded depreciation and amortization of approximately $1.7 million and $1.8 million , respectively. Direct operating expenses (exclusive of depreciation and amortization) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, environmental compliance costs, as well as chemicals and catalysts and other direct operating expenses. For the three months ended March 31, 2016 and 2015 , direct operating expenses excluded depreciation and amortization of approximately $36.2 million and $38.5 million , respectively. Selling, general and administrative expenses (exclusive of depreciation and amortization) consist primarily of legal expenses, treasury, accounting, marketing, human resources, information technology and maintaining the corporate and administrative offices in Texas and Kansas. For the three months ended March 31, 2016 and 2015 , selling, general and administrative expenses excluded depreciation and amortization of approximately $2.1 million and $1.7 million , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (7) Income Taxes On May 19, 2012, CVR became a member of the consolidated federal tax group of AEPC, a wholly-owned subsidiary of IEP, and subsequently entered into a tax allocation agreement with AEPC (the "Tax Allocation Agreement"). The Tax Allocation Agreement provides that AEPC will pay all consolidated federal income taxes on behalf of the consolidated tax group. CVR is required to make payments to AEPC in an amount equal to the tax liability, if any, that it would have paid if it were to file as a consolidated group separate and apart from AEPC. As of March 31, 2016 , the Company's Condensed Consolidated Balance Sheet reflected a receivable of $11.6 million for an overpayment of federal income taxes due to AEPC under the Tax Allocation Agreement. The overpayment will be applied as a credit against the Company's estimated tax. During the three months ended March 31, 2016 and 2015, no payments were made to AEPC under the Tax Allocation Agreement. The Company recognizes liabilities, interest and penalties for potential tax issues based on its estimate of whether, and the extent to which, additional taxes may be due as determined under FASB ASC Topic 740 — Income Taxes . As of March 31, 2016 , the Company had unrecognized tax benefits of approximately $44.1 million , of which $28.7 million , if recognized, would impact the Company’s effective tax rate. Approximately $25.9 million of unrecognized tax benefits were netted with deferred tax asset carryforwards. The remaining unrecognized tax benefits are included in other long-term liabilities in the Condensed Consolidated Balance Sheets. The Company has accrued interest of $6.0 million related to uncertain tax positions. The Company's accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as income taxes. CVR and its subsidiaries file U.S. federal and various state income and franchise tax returns. At March 31, 2016 , the Company's tax filings are generally open to examination in the United States for the tax years ended December 31, 2012 through December 31, 2015 and in various individual states for the tax years ended December 31, 2011 through December 31, 2015. The Company's effective tax rate for the three months ended March 31, 2016 and 2015 was 41.4% and 22.1% , respectively, as compared to the Company's combined federal and state expected statutory tax rate of 39.5% and 39.6% for the three months ended March 31, 2016 and 2015, respectively. The Company's effective tax rate for the three months ended March 31, 2016 and 2015 varies from the statutory rate primarily due to the reduction of income (loss) subject to tax associated with the noncontrolling ownership interests of CVR Refining's and CVR Partners' earnings (loss), as well as benefits for domestic production activities and state income tax credits. The effective tax rate for the first quarter of 2016 is higher than the first quarter of 2015 due to the correlation between the amount of credits projected to be generated in each year in relative comparison with the projected pre-tax loss in the first quarter of 2016 and pre-tax income in the first quarter of 2015. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | (8) Long-Term Debt Long-term debt consisted of the following: March 31, 2016 December 31, 2015 (in millions) 6.5% Senior Notes due 2022 $ 500.0 $ 500.0 CRNF credit facility 125.0 125.0 Capital lease obligations 48.1 48.5 Total debt 673.1 673.5 Unamortized debt issuance cost (6.0 ) (6.4 ) Current portion of long-term debt and capital lease obligations (126.7 ) (126.4 ) Long-term debt, net of current portion $ 540.4 $ 540.7 During the first quarter of 2016, the Company adopted ASU 2015-03, which requires that costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. Prior to adoption of the ASU, all debt issuance costs were presented as assets. As a result of adoption of the standard, unamortized debt issuances costs of $6.0 million and $6.4 million were reclassified as a direct deduction from the carrying value of the related debt balances as of March 31, 2016 and December 31, 2015, respectively, in the Condensed Consolidated Balance Sheets (including $0.0 million and $0.2 million as a deduction from current portion of long-term debt and $6.0 million and $6.2 million as a deduction from long-term debt, respectively). Debt issuance costs related to the asset-based lending facilities continue to be presented as assets in the Condensed Consolidated Balance Sheets. 2022 Senior Notes The Refining Partnership has $500.0 million aggregate principal amount of 6.5% Senior Notes due 2022 (the "2022 Notes") outstanding, which were issued by CVR Refining, LLC ("Refining LLC") and Coffeyville Finance Inc. ("Coffeyville Finance") on October 23, 2012. The 2022 Notes were issued at par and mature on November 1, 2022, unless earlier redeemed or repurchased by the issuers. Interest is payable on the 2022 Notes semi-annually on May 1 and November 1 of each year, commencing on May 1, 2013. The 2022 Notes contain customary covenants for a financing of this type that limit, subject to certain exceptions, the incurrence of additional indebtedness or guarantees, the creation of liens on assets, the ability to dispose of assets, the ability to make certain payments on contractually subordinated debt, the ability to merge, consolidate with or into another entity and the ability to enter into certain affiliate transactions. The 2022 Notes provide that the Refining Partnership can make distributions to holders of its common units provided, among other things, it has a minimum fixed charge coverage ratio and there is no default or event of default under the 2022 Notes. As of March 31, 2016 , the Refining Partnership was in compliance with the covenants contained in the 2022 Notes. At March 31, 2016 , the estimated fair value of the 2022 Notes was approximately $442.5 million . This estimate of fair value is Level 2 as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities. Amended and Restated Asset Based (ABL) Credit Facility The Refining Partnership has a senior secured asset based revolving credit facility (the "Amended and Restated ABL Credit Facility") with a group of lenders and Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent and collateral agent. The Amended and Restated ABL Credit Facility has an aggregate principal amount of up to $400.0 million with an incremental facility, which permits an increase in borrowings of up to $200.0 million subject to receipt of additional lender commitments and certain other conditions. The proceeds of the loans may be used for capital expenditures and working capital and general corporate purposes of the Refining Partnership and its subsidiaries. The Amended and Restated ABL Credit Facility provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sub-limits of 10% of the total facility commitment for swingline loans and 90% of the total facility commitment for letters of credit. The Amended and Restated ABL Credit Facility is scheduled to mature on December 20, 2017. The Amended and Restated ABL Credit Facility also contains customary covenants for a financing of this type that limit the ability of the Refining Partnership and its subsidiaries to, among other things, incur liens, engage in a consolidation, merger, purchase or sale of assets, pay dividends, incur indebtedness, make advances, investments and loans, enter into affiliate transactions, issue equity interests or create subsidiaries and unrestricted subsidiaries. The Amended and Restated ABL Credit Facility also contains a fixed charge coverage ratio financial covenant, as defined therein. The Refining Partnership was in compliance with the covenants of the Amended and Restated ABL Credit Facility as of March 31, 2016 . As of March 31, 2016 , the Refining Partnership and its subsidiaries had availability under the Amended and Restated ABL Credit Facility of $245.3 million and had letters of credit outstanding of approximately $28.0 million . There were no borrowings outstanding under the Amended and Restated ABL Credit Facility as of March 31, 2016 . Availability under the Amended and Restated ABL Credit Facility was limited by borrowing base conditions as of March 31, 2016. Nitrogen Fertilizer Partnership Credit Facility The Nitrogen Fertilizer Partnership credit facility that was in effect as of March 31, 2016 included a term loan facility of $125.0 million and a revolving credit facility of $25.0 million with an uncommitted incremental facility of up to $50.0 million . No amounts were outstanding under the revolving credit facility at March 31, 2016 . There is no scheduled amortization. The credit facility was scheduled to mature on April 13, 2016; therefore, the principal portion of the term loan is presented as current portion of long-term debt on the Condensed Consolidated Balance Sheets as of March 31, 2016 . The carrying value of the Nitrogen Fertilizer Partnership's debt approximates fair value. On April 1, 2016, the Nitrogen Fertilizer Partnership repaid all amounts outstanding under the credit facility and the credit facility was terminated. See further discussion in Note 15 ("Subsequent Events") . Borrowings under the credit facility bore interest based on a pricing grid determined by the trailing four quarter leverage ratio. The initial pricing for Eurodollar rate loans under the credit facility was the Eurodollar rate plus a margin of 3.50% or, for base rate loans, the prime rate plus 2.50% . Under its terms, the lenders under the credit facility were granted a perfected, first priority security interest (subject to certain customary exceptions) in substantially all of the assets of Coffeyville Resources Nitrogen Fertilizers, LLC ("CRNF") and the Nitrogen Fertilizer Partnership. The credit facility required the Nitrogen Fertilizer Partnership to maintain a minimum interest coverage ratio and a maximum leverage ratio and contains customary covenants for a financing of this type that limit, subject to certain exceptions, the incurrence of additional indebtedness or guarantees, the incurrence of liens, disposal of assets, making restricted payments, making investments or acquisitions and entry into sale-leaseback transactions or affiliate transactions. The credit facility provided that the Nitrogen Fertilizer Partnership can make distributions to holders of its common units provided, among other things, it is in compliance with the leverage ratio and interest coverage ratio on a pro forma basis after giving effect to any distribution and there is no default or event of default under the credit facility. As of March 31, 2016 , the Nitrogen Fertilizer Partnership and CRNF were in compliance with the covenants contained in the credit facility. On February 9, 2016, CRLLC and the Nitrogen Fertilizer Partnership entered into a guaranty, pursuant to which CRLLC agreed to guaranty the indebtedness outstanding under the Nitrogen Fertilizer Partnership's credit facility. If the credit facility becomes due prior to a refinancing by the Nitrogen Fertilizer Partnership, CRLLC is required to pay the indebtedness pursuant to this guaranty. On April 1, 2016, the Nitrogen Fertilizer Partnership entered into a senior term loan credit agreement with CRLLC and the guaranty was terminated. See further discussion in Note 15 ("Subsequent Events") . Capital Lease Obligations The Refining Partnership maintains two leases, accounted for as a capital lease and a finance obligation, related to Magellan Pipeline Terminals, L.P. ("Magellan Pipeline") and Excel Pipeline LLC ("Excel Pipeline"). The underlying assets and related depreciation are included in property, plant and equipment. The capital lease relates to a sales-lease back agreement with Sunoco Pipeline, L.P. for its membership interest in the Excel Pipeline. The lease has 163 months remaining through September 2029. The financing agreement relates to the Magellan Pipeline terminals, bulk terminal and loading facility. The lease has 162 months remaining and will expire in September 2029. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Basic and diluted earnings (loss) per share are computed by dividing net income (loss) attributable to CVR stockholders by the weighted-average number of shares of common stock outstanding. The components of the basic and diluted earnings (loss) per share calculation are as follows: Three Months Ended 2016 2015 Net income (loss) attributable to CVR Energy stockholders $ (16.2 ) $ 54.9 Weighted-average shares of common stock outstanding - Basic 86.8 86.8 Weighted-average shares of common stock outstanding - Diluted 86.8 86.8 Basic earnings (loss) per share $ (0.19 ) $ 0.63 Diluted earnings (loss) per share $ (0.19 ) $ 0.63 There were no dilutive awards outstanding during the three months ended March 31, 2016 and 2015 , as all unvested awards under the LTIP were liability-classified awards. See Note 3 ("Share-Based Compensation") . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (10) Commitments and Contingencies Leases and Unconditional Purchase Obligations The minimum required payments for CVR’s lease agreements and unconditional purchase obligations are as follows: Operating Leases Unconditional Purchase Obligations (1) (in millions) Nine Months Ending December 31, 2016 $ 5.9 $ 140.5 Year Ending December 31, 2017 5.5 130.6 2018 3.8 125.4 2019 2.1 124.6 2020 1.5 108.9 Thereafter 2.5 738.1 $ 21.3 $ 1,368.1 (1) This amount includes approximately $784.1 million payable ratably over fifteen years pursuant to petroleum transportation service agreements between Coffeyville Resources Refining & Marketing, LLC ("CRRM") and each of TransCanada Keystone Pipeline Limited Partnership and TransCanada Keystone Pipeline, LP (together, "TransCanada"). The purchase obligation reflects the exchange rate between the Canadian dollar and the U.S. dollar as of March 31, 2016 , where applicable. Under the agreements, CRRM receives transportation of at least 25,000 barrels per day of crude oil with a delivery point at Cushing, Oklahoma for a term of 20 years on TransCanada's Keystone pipeline system. CVR leases various equipment, including railcars and real properties, under long-term operating leases which expire at various dates. For each of the three months ended March 31, 2016 and 2015 , lease expense totaled approximately $2.2 million . The lease agreements have various remaining terms. Some agreements are renewable, at CVR's option, for additional periods. It is expected, in the ordinary course of business, that leases may be renewed or replaced as they expire. Additionally, in the normal course of business, the Company has long-term commitments to purchase oxygen, nitrogen, electricity, storage capacity and pipeline transportation services. For the three months ended March 31, 2016 and 2015 , total expense of approximately $33.2 million and $27.1 million , respectively, was incurred related to long-term commitments. Crude Oil Supply Agreement On August 31, 2012, CRRM, and Vitol Inc. ("Vitol") entered into an Amended and Restated Crude Oil Supply Agreement (as amended, the "Vitol Agreement"). Under the Vitol Agreement, Vitol supplies the petroleum business with crude oil and intermediation logistics, which helps to reduce the Refining Partnership's inventory position and mitigate crude oil pricing risk. The Vitol Agreement will automatically renew for successive one -year terms (each such term, a "Renewal Term") unless either party provides the other with notice of nonrenewal at least 180 days prior to the expiration of any Renewal Term. The Vitol Agreement currently extends through December 31, 2016. Litigation From time to time, the Company is involved in various lawsuits arising in the normal course of business, including matters such as those described below under, "Environmental, Health and Safety ("EHS") Matters." Liabilities related to such litigation are recognized when the related costs are probable and can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. It is possible that management's estimates of the outcomes will change due to uncertainties inherent in litigation and settlement negotiations. Except as described below, there were no new proceedings or material developments in proceedings that CVR previously reported in its 2015 Form 10-K. In the opinion of management, the ultimate resolution of any other litigation matters is not expected to have a material adverse effect on the accompanying condensed consolidated financial statements. There can be no assurance that management's beliefs or opinions with respect to liability for potential litigation matters will prove to be accurate. Environmental, Health and Safety ("EHS") Matters The petroleum and nitrogen fertilizer businesses are subject to various stringent federal, state, and local EHS rules and regulations. Liabilities related to EHS matters are recognized when the related costs are probable and can be reasonably estimated. Estimates of these costs are based upon currently available facts, existing technology, site-specific costs and currently enacted laws and regulations. In reporting EHS liabilities, no offset is made for potential recoveries. CRRM, CRNF, Coffeyville Resources Crude Transportation, LLC ("CRCT"), Wynnewood Refining Company, LLC ("WRC") and Coffeyville Resources Terminal, LLC ("CRT") own and/or operate manufacturing and ancillary operations at various locations directly related to petroleum refining and distribution and nitrogen fertilizer manufacturing. Therefore, CRRM, CRNF, CRCT, WRC and CRT have exposure to potential EHS liabilities related to past and present EHS conditions at these locations. Under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and related state laws, certain persons may be liable for the release or threatened release of hazardous substances. These persons can include the current owner or operator of property where a release or threatened release occurred, any persons who owned or operated the property when the release occurred, and any persons who disposed of, or arranged for the transportation or disposal of, hazardous substances at a contaminated property. Liability under CERCLA is strict, and under certain circumstances, joint and several, so that any responsible party may be held liable for the entire cost of investigating and remediating the release of hazardous substances. Similarly, the Oil Pollution Act generally subjects owners and operators of facilities to strict, joint and several liability for all containment and clean-up costs, natural resource damages, and potential governmental oversight costs arising from oil spills into the waters of the United States, which has been broadly interpreted to include most water bodies including intermittent streams. CRRM, CRNF, CRCT, WRC and CRT are subject to extensive and frequently changing federal, state and local environmental and health and safety laws and regulations governing the emission and release of hazardous substances into the environment, the treatment and discharge of waste water, and the storage, handling, use and transportation of petroleum and nitrogen products, and the characteristics and composition of gasoline and diesel fuels. The ultimate impact of complying with evolving laws and regulations is not always clearly known or determinable due in part to the fact that our operations may change over time and certain implementing regulations for laws, such as the federal Clean Air Act, have not yet been finalized, are under governmental or judicial review or are being revised. These laws and regulations could result in increased capital, operating and compliance costs. As previously reported, the petroleum and nitrogen fertilizer businesses are party to, or otherwise subject to administrative orders and consent decrees with federal, state and local environmental authorities, as applicable, addressing corrective actions under RCRA, the Clean Air Act and the Clean Water Act. The petroleum business also is subject to (i) the Mobile Source Air Toxic II ("MSAT II") rule which requires reductions of benzene in gasoline; (ii) the Renewable Fuel Standard ("RFS"), which requires refiners to either blend "renewable fuels" in with their transportation fuels or purchase renewable fuel credits, known as RINs, in lieu of blending; and (iii) "Tier 3" gasoline sulfur standards. Except as otherwise described below, there have been no new developments or material changes to the environmental accruals or expected capital expenditures related to compliance with the foregoing environmental matters from those provided in the 2015 Form 10-K. CRRM, CRNF, CRCT, WRC and CRT each believe it is in substantial compliance with existing EHS rules and regulations. There can be no assurance that the EHS matters described or referenced herein or other EHS matters which may develop in the future will not have a material adverse effect on the Company's business, financial condition or results of operations. At March 31, 2016 , the Company's Condensed Consolidated Balance Sheet included total environmental accruals of $3.5 million , compared with $3.6 million at December 31, 2015 . Management periodically reviews and, as appropriate, revises its environmental accruals. Based on current information and regulatory requirements, management believes that the accruals established for environmental expenditures are adequate. Environmental expenditures are capitalized when such expenditures are expected to result in future economic benefits. For the three months ended March 31, 2016 and 2015 , capital expenditures were approximately $3.6 million and $10.9 million , respectively. These expenditures were incurred for environmental compliance and efficiency of the operations. The cost of RINs for the three months ended March 31, 2016 and 2015 was approximately $43.1 million and $36.6 million , respectively. As of March 31, 2016 and December 31, 2015 , the petroleum business' biofuel blending obligation was approximately $24.3 million and $9.5 million , respectively, which was recorded in other current liabilities on the Condensed Consolidated Balance Sheets. Affiliate Pension Obligations Mr. Carl C. Icahn, through certain affiliates, owns approximately 82% of the Company's capital stock. Applicable pension and tax laws make each member of a "controlled group" of entities, generally defined as entities in which there is at least an 80% common ownership interest, jointly and severally liable for certain pension plan obligations of any member of the controlled group. These pension obligations include ongoing contributions to fund the plan, as well as liability for any unfunded liabilities that may exist at the time the plan is terminated. In addition, the failure to pay these pension obligations when due may result in the creation of liens in favor of the pension plan or the Pension Benefit Guaranty Corporation ("PBGC") against the assets of each member of the controlled group. As a result of the more than 80% ownership interest in CVR Energy by Mr. Icahn's affiliates, the Company is subject to the pension liabilities of all entities in which Mr. Icahn has a direct or indirect ownership interest of at least 80% . Two such entities, ACF Industries LLC ("ACF") and Federal-Mogul, are the sponsors of several pension plans. All the minimum funding requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act of 2006, for these plans have been met as of March 31, 2016 and December 31, 2015 . If the ACF and Federal-Mogul plans were voluntarily terminated, they would be underfunded by approximately $583.8 million and $589.2 million as of March 31, 2016 and December 31, 2015 , respectively. These results are based on the most recent information provided by Mr. Icahn's affiliates based on information from the plans' actuaries. These liabilities could increase or decrease, depending on a number of factors, including future changes in benefits, investment returns, and the assumptions used to calculate the liability. As members of the controlled group, CVR Energy would be liable for any failure of ACF and Federal-Mogul to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of their respective pension plans. In addition, other entities now or in the future within the controlled group that includes CVR Energy may have pension plan obligations that are, or may become, underfunded, and the Company would be liable for any failure of such entities to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of such plans. The current underfunded status of the ACF and Federal-Mogul pension plans requires such entities to notify the PBGC of certain "reportable events," such as if CVR Energy were to cease to be a member of the controlled group, or if CVR Energy makes certain extraordinary dividends or stock redemptions. The obligation to report could cause the Company to seek to delay or reconsider the occurrence of such reportable events. Based on the contingent nature of potential exposure related to these affiliate pension obligations, no liability has been recorded in the condensed consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (11) Fair Value Measurements In accordance with FASB ASC Topic 820 — Fair Value Measurements and Disclosures ("ASC 820"), the Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business. ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: • 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 Company's own assumptions in determining the fair value) The following table sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, as of March 31, 2016 and December 31, 2015 : March 31, 2016 Level 1 Level 2 Level 3 Total (in millions) Location and Description Cash equivalents $ 15.7 $ — $ — $ 15.7 Other current assets (investments) 4.6 — — 4.6 Other current assets (other derivative agreements) — 22.1 — 22.1 Total Assets $ 20.3 $ 22.1 $ — $ 42.4 Other current liabilities (other derivative agreements) — (0.1 ) — (0.1 ) Other current liabilities (biofuel blending obligations) — (0.5 ) — (0.5 ) Total Liabilities $ — $ (0.6 ) $ — $ (0.6 ) December 31, 2015 Level 1 Level 2 Level 3 Total (in millions) Location and Description Cash equivalents $ 15.7 $ — $ — $ 15.7 Other current assets (investments) 0.1 — — 0.1 Other current assets (other derivative agreements) — 44.7 — 44.7 Total Assets $ 15.8 $ 44.7 $ — $ 60.5 Other current liabilities (other derivative agreements) — (0.1 ) — (0.1 ) Other current liabilities (interest rate swaps) — (0.1 ) — (0.1 ) Other long-term liabilities (biofuel blending obligation) — (2.7 ) — (2.7 ) Total Liabilities $ — $ (2.9 ) $ — $ (2.9 ) As of March 31, 2016 and December 31, 2015 , the only financial assets and liabilities that are measured at fair value on a recurring basis are the Company's cash equivalents, investments, derivative instruments and the uncommitted biofuel blending obligation. Additionally, the fair value of the Company's debt issuances is disclosed in Note 8 ("Long-Term Debt") . In March 2016, CVR Energy purchased 400,000 East Dubuque common units in the public market. The fair value of the common units was based on quoted prices for the identical securities (Level 1 inputs). See further details in Note 15 ("Subsequent Events") . The Refining Partnership's commodity derivative contracts and the uncommitted biofuel blending obligation, which use fair value measurements and are valued using broker quoted market prices of similar instruments, are considered Level 2 inputs. The Nitrogen Fertilizer Partnership had interest rate swaps that were measured at fair value on a recurring basis using Level 2 inputs. The fair value of these interest rate swap instruments was based on discounted cash flow models that incorporated the cash flows of the derivatives, as well as the current LIBOR rate and a forward LIBOR curve, along with other observable market inputs. The Company had no transfers of assets and liabilities between any of the above levels during the three months ended March 31, 2016 . The Company's investments in marketable securities are reported at fair market value using quoted market prices. During the three months ended March 31, 2015 , the Company received proceeds of $42.1 million for the sale of a portion of its investment in available-for-sale securities. Additionally, as of March 31, 2015 , the Company recorded a receivable of $25.9 million for additional available-for-sale securities, which is included in prepaid expenses and other current assets on the Condensed Consolidated Balances Sheets. The aggregate cost basis for the available-for-sale securities sold was approximately $47.9 million . Upon the sale of the available-for-sale securities, the Company reclassified an unrealized gain of $20.1 million from accumulated other comprehensive income ("AOCI") and recognized a realized gain in other income in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2015 . At the end of the first quarter of 2015, the Company's remaining available-for-sale securities with an aggregate cost basis of approximately $25.7 million were reclassified to trading securities based on management's ability and intent with respect to the securities. In connection with the transfer to trading securities, an unrealized gain previously recorded in AOCI of $11.7 million was reclassified to other income and is reflected in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2015 . |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | (12) Derivative Financial Instruments Loss on derivatives, net and current period settlements on derivative contracts were as follows: Three Months Ended 2016 2015 (in millions) Current period settlements on derivative contracts $ 21.4 $ (6.3 ) Loss on derivatives, net (1.2 ) (51.4 ) The Refining Partnership and Nitrogen Fertilizer Partnership are subject to price fluctuations caused by supply conditions, weather, economic conditions, interest rate fluctuations and other factors. To manage price risk on crude oil and other inventories and to fix margins on certain future production, the Refining Partnership from time to time enters into various commodity derivative transactions. The Refining Partnership has adopted accounting standards which impose extensive record-keeping requirements in order to designate a derivative financial instrument as a hedge. The Refining Partnership holds derivative instruments, such as exchange-traded crude oil futures and certain over-the-counter forward swap agreements, which it believes provide an economic hedge on future transactions, but such instruments are not designated as hedges for GAAP purposes. Gains or losses related to the change in fair value and periodic settlements of these derivative instruments are classified as gain (loss) on derivatives, net in the Condensed Consolidated Statements of Operations. There are no premiums paid or received at inception of the derivative contracts and upon settlement, there is no cost recovery associated with these contracts. The Refining Partnership maintains a margin account to facilitate other commodity derivative activities. A portion of this account may include funds available for withdrawal. These funds are included in cash and cash equivalents within the Condensed Consolidated Balance Sheets. The maintenance margin balance is included within other current assets within the Condensed Consolidated Balance Sheets. Dependent upon the position of the open commodity derivatives, the amounts are accounted for as other current assets or other current liabilities within the Condensed Consolidated Balance Sheets. From time to time, the Refining Partnership may be required to deposit additional funds into this margin account. For the three months ended March 31, 2016 and 2015 , the Refining Partnership recognized net losses of $0.3 million and $1.0 million , respectively, which are recorded in loss on derivatives, net in the Condensed Consolidated Statement of Operations. Commodity Swaps The Refining Partnership enters into commodity swap contracts in order to fix the margin on a portion of future production. Additionally, the Refining Partnership may enter into price and basis swaps in order to fix the price on a portion of its commodity purchases and product sales. The physical volumes are not exchanged and these contracts are net settled with cash. The contract fair value of the commodity swaps is reflected on the Condensed Consolidated Balance Sheets with changes in fair value currently recognized in the Condensed Consolidated Statements of Operations. Quoted prices for similar assets or liabilities in active markets (Level 2) are considered to determine the fair values for the purpose of marking to market the hedging instruments at each period end. At December 31, 2015 , the Refining Partnership had open commodity hedging instruments consisting of 2.5 million barrels of crack spreads primarily to fix the margin on a portion of its future gasoline and distillate production. During the first quarter of 2016, the Refining Partnership settled a number of the open crack spread positions and entered into offsetting positions to effectively lock in the gain on the remaining positions to be settled during 2016. At March 31, 2016, the Refining Partnership had open commodity hedging instruments consisting of 0.6 million barrels net of crack spreads and 1.0 million barrels of price and basis swaps. The fair value of the outstanding contracts at March 31, 2016 was a net unrealized gain of $22.0 million , of which $22.1 million was included in current assets and $0.1 million was included in current liabilities. For the three months ended March 31, 2016 and 2015 , the Refining Partnership recognized a net loss of $0.9 million and a net loss of $50.4 million , respectively. These recognized net losses are recorded in loss on derivatives, net in the Condensed Consolidated Statements of Operations. Nitrogen Fertilizer Partnership Interest Rate Swaps CRNF had two floating-to-fixed interest rate swap agreements for the purpose of hedging the interest rate risk associated with a portion of the nitrogen fertilizer business' $125.0 million floating rate term debt which matures in April 2016, as further discussed in Note 8 ("Long-Term Debt") . The aggregate notional amount covered under these agreements, which commenced on August 12, 2011 and expired on February 12, 2016, totaled $62.5 million (split evenly between the two agreements). Under the terms of the interest rate swap agreement entered into on June 30, 2011, CRNF received a floating rate based on three month LIBOR and paid a fixed rate of 1.94% . Under the terms of the interest rate swap agreement entered into on July 1, 2011, CRNF received a floating rate based on three month LIBOR and paid a fixed rate of 1.975% . Both swap agreements settled every 90 days . The effect of these swap agreements was to lock in a fixed rate of interest of approximately 1.96% plus the applicable margin paid to lenders over three month LIBOR as calculated under the CRNF credit facility. The agreements were designated as cash flow hedges at inception and accordingly, the effective portion of the gain or loss on the swap was reported as a component of AOCI and was reclassified into interest expense when the interest rate swap transaction affects earnings. Any ineffective portion of the gain or loss was recognized immediately in current interest expense on the Condensed Consolidated Statements of Operations. The interest rate swaps agreements terminated in February 2016. The realized loss on the interest rate swaps re-classified from AOCI into interest expense and other financing costs on the Condensed Consolidated Statements of Operations was $0.0 million and $0.3 million for the three months ended March 31, 2016 and 2015 , respectively. For each of the three months ended March 31, 2016 and 2015 , the Nitrogen Fertilizer Partnership recognized a nominal decrease in fair value of the interest rate swap agreements, which was unrealized in AOCI. Counterparty Credit Risk The Refining Partnership's exchange-traded crude oil futures and certain over-the-counter forward swap agreements are potentially exposed to concentrations of credit risk as a result of economic conditions and periods of uncertainty and illiquidity in the credit and capital markets. The Refining Partnership manages credit risk on its exchange-traded crude oil futures by completing trades with an exchange clearinghouse, which subjects the trades to mandatory margin requirements until the contract settles. The Refining Partnership also monitors the creditworthiness of its commodity swap counterparties and assesses the risk of nonperformance on a quarterly basis. Counterparty credit risk identified as a result of this assessment is recognized as a valuation adjustment to the fair value of the commodity swaps recorded in the Condensed Consolidated Balance Sheets. As of March 31, 2016 , the counterparty credit risk adjustment was not material to the condensed consolidated financial statements. Additionally, the Refining Partnership does not require any collateral to support commodity swaps into which it enters; however, it does have master netting arrangements that allow for the setoff of amounts receivable from and payable to the same party, which mitigates the risk associated with nonperformance. Offsetting Assets and Liabilities The commodity swaps and other commodity derivatives agreements discussed above include multiple derivative positions with a number of counterparties for which the Refining Partnership has entered into agreements governing the nature of the derivative transactions. Each of the counterparty agreements provides for the right to setoff each individual derivative position to arrive at the net receivable due from the counterparty or payable owed by the Refining Partnership. As a result of the right to setoff, the Refining Partnership's recognized assets and liabilities associated with the outstanding derivative positions have been presented net in the Condensed Consolidated Balance Sheets. In accordance with guidance issued by the FASB related to "Disclosures about Offsetting Assets and Liabilities," the tables below outline the gross amounts of the recognized assets and liabilities and the gross amounts offset in the Condensed Consolidated Balance Sheets for the various types of open derivative positions at the Refining Partnership. The offsetting assets and liabilities for the Refining Partnership's derivatives as of March 31, 2016 are recorded as current assets and current liabilities in prepaid expenses and other current assets and other current liabilities, respectively, in the Condensed Consolidated Balance Sheets as follows: As of March 31, 2016 Description Gross Current Assets Gross Amounts Offset Net Current Assets Presented Cash Collateral Not Offset Net Amount (in millions) Commodity Swaps $ 22.4 $ (0.3 ) $ 22.1 $ — $ 22.1 Total $ 22.4 $ (0.3 ) $ 22.1 $ — $ 22.1 As of March 31, 2016 Description Gross Gross Net Cash Net (in millions) Commodity Swaps $ 0.1 $ — $ 0.1 $ — $ 0.1 Total $ 0.1 $ — $ 0.1 $ — $ 0.1 The offsetting assets and liabilities for the Refining Partnership's derivatives as of December 31, 2015 are recorded as current assets and current liabilities in prepaid expenses and other current assets and other current liabilities, respectively, in the Condensed Consolidated Balance Sheets as follows: As of December 31, 2015 Description Gross Current Assets Gross Amounts Offset Net Current Assets Presented Cash Collateral Not Offset Net Amount (in millions) Commodity Swaps $ 44.8 $ (0.1 ) $ 44.7 $ — $ 44.7 Total $ 44.8 $ (0.1 ) $ 44.7 $ — $ 44.7 As of December 31, 2015 Description Gross Current Liabilities Gross Amounts Offset Net Current Liabilities Presented Cash Collateral Not Offset Net Amount (in millions) Commodity Swaps $ 0.1 $ — $ 0.1 $ — $ 0.1 Total $ 0.1 $ — $ 0.1 $ — $ 0.1 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (13) Related Party Transactions Icahn Enterprises In May 2012, IEP announced that it had acquired control of CVR pursuant to a tender offer to purchase all of the issued and outstanding shares of the Company's common stock. As of March 31, 2016 , IEP and its affiliates owned approximately 82% of the Company's outstanding common shares. On March 7, 2016, we paid a cash dividend to the Company's stockholders of record at the close of business on February 29, 2016 for the fourth quarter of 2015 in the amount of $0.50 per share, or $43.4 million in the aggregate. IEP received $35.6 million in respect of its common shares. Tax Allocation Agreement CVR is a member of the consolidated federal tax group of AEPC, a wholly-owned subsidiary of IEP, and has entered into a Tax Allocation Agreement. Refer to Note 7 ("Income Taxes") for a discussion of related party transactions under the Tax Allocation Agreement. Insight Portfolio Group Insight Portfolio Group LLC ("Insight Portfolio Group") is an entity formed by Mr. Carl C. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating with a wide range of suppliers of goods, services and tangible and intangible property at negotiated rates. In January 2013, CVR Energy acquired a minority equity interest in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group's operating expenses in 2013 and subsequent periods. The Company paid Insight Portfolio Group approximately $0.1 million and $0.0 , respectively, during the three months ended March 31, 2016 and 2015 . The Company may purchase a variety of goods and services as a member of the buying group at prices and terms that management believes would be more favorable than those which would be achieved on a stand-alone basis. Commitment Letter Simultaneously with the execution of the Merger Agreement, the Nitrogen Fertilizer Partnership entered into a commitment letter (the "Commitment Letter") with CRLLC, pursuant to which CRLLC committed to, on the terms and subject to the conditions set forth in the Commitment Letter, make available to the Nitrogen Fertilizer Partnership term loan financing of up to $150.0 million , which amounts would be available solely to fund the repayment of all of the loans outstanding under East Dubuque's $50.0 million credit facility, the cash consideration and expenses associated with the mergers. The term loan facility, if drawn, would have a one year term and would bear interest at a rate of three-month LIBOR plus 3.0% per annum. Calculation of interest would be on the basis of the actual number of days elapsed over a 360 -day year. CRLLC Guaranty On February 9, 2016, CRLLC and the Nitrogen Fertilizer Partnership entered into a guaranty pursuant to which CRLLC agreed to guaranty the indebtedness outstanding under the Nitrogen Fertilizer Partnership's credit facility. Refer to Note 8 ("Long-Term Debt") for additional discussion of the guarantee. CRLLC Facility with the Nitrogen Fertilizer Partnership On April 1, 2016, in connection with the closing of the mergers, the Nitrogen Fertilizer Partnership entered into a senior term loan credit agreement with CRLLC and the Commitment Letter and the CRLLC guaranty were terminated. See further discussion in Note 15 ("Subsequent Events") . AEPC Facility with Nitrogen Fertilizer Partnership On April 1, 2016, in connection with the closing of the mergers, the Nitrogen Fertilizer Partnership entered into a senior term loan facility with AEPC as the lender. See further discussion in Note 15 ("Subsequent Events") . |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Business Segments | (14) Business Segments The Company measures segment profit as operating income for petroleum and nitrogen fertilizer, CVR's two reporting segments, based on the definitions provided in FASB ASC Topic 280 – Segment Reporting . All operations of the segments are located within the United States. Petroleum Principal products of the petroleum segment are refined fuels, propane, and petroleum refining by-products, including pet coke. The petroleum segment's Coffeyville refinery sells pet coke to CRNF for use in the manufacture of nitrogen fertilizer at the adjacent nitrogen fertilizer plant. For the petroleum segment, a per-ton transfer price is used to record intercompany sales on the part of the petroleum segment and corresponding intercompany cost of product sold (exclusive of depreciation and amortization) for the nitrogen fertilizer segment. The per ton transfer price paid, pursuant to the pet coke supply agreement that became effective October 24, 2007, is based on the lesser of a pet coke price derived from the price received by the nitrogen fertilizer segment for UAN (subject to a UAN based price ceiling and floor) and a pet coke price index for pet coke. Intercompany net sales included in petroleum net sales were approximately $0.4 million and $2.1 million for the three months ended March 31, 2016 and 2015 , respectively. For the three months ended March 31, 2016 and 2015 , the petroleum segment recorded intercompany cost of product sold (exclusive of depreciation and amortization) for the hydrogen purchases described below under " Nitrogen Fertilizer " of approximately $1.1 million and $6.5 million , respectively. Nitrogen Fertilizer The principal product of the nitrogen fertilizer segment is nitrogen fertilizer. Intercompany cost of product sold (exclusive of depreciation and amortization) for the pet coke transfer described above was approximately $0.7 million and $1.8 million for the three months ended March 31, 2016 and 2015 , respectively. Pursuant to a feedstock agreement, the Company's segments have the right to transfer hydrogen between the Coffeyville refinery and nitrogen fertilizer plant. Sales of hydrogen to the petroleum segment have been reflected as net sales for the nitrogen fertilizer segment. Receipts of hydrogen from the petroleum segment have been reflected in cost of product sold (exclusive of depreciation and amortization) for the nitrogen fertilizer segment, when applicable. For the three months ended March 31, 2016 and 2015 , the net sales generated from intercompany hydrogen sales were $1.1 million and $6.5 million , respectively. As these intercompany sales and cost of product sold are eliminated, there is no financial statement impact on the condensed consolidated financial statements. Other Segment The other segment reflects intercompany eliminations, corporate cash and cash equivalents, income tax activities and other corporate activities that are not allocated to the operating segments. The following table summarizes certain operating results and capital expenditures information by segment: Three Months Ended 2016 2015 (in millions) Net sales Petroleum $ 834.0 $ 1,304.4 Nitrogen Fertilizer 73.1 93.1 Intersegment elimination (1.6 ) (8.6 ) Total $ 905.5 $ 1,388.9 Cost of product sold (exclusive of depreciation and amortization) Petroleum $ 722.3 $ 1,056.1 Nitrogen Fertilizer 16.3 25.8 Intersegment elimination (1.8 ) (8.3 ) Total $ 736.8 $ 1,073.6 Direct operating expenses (exclusive of depreciation and amortization) Petroleum $ 117.7 $ 87.0 Nitrogen Fertilizer 23.7 24.4 Other — — Total $ 141.4 $ 111.4 Depreciation and amortization Petroleum $ 31.5 $ 34.0 Nitrogen Fertilizer 7.0 6.8 Other 1.5 1.2 Total $ 40.0 $ 42.0 Operating income (loss) Petroleum $ (56.0 ) $ 109.2 Nitrogen Fertilizer 19.7 31.5 Other (3.6 ) (4.1 ) Total $ (39.9 ) $ 136.6 Capital expenditures Petroleum $ 44.0 $ 41.7 Nitrogen Fertilizer 1.7 2.7 Other 1.8 1.1 Total $ 47.5 $ 45.5 As of March 31, 2016 As of December 31, 2015 (in millions) Total assets Petroleum $ 2,116.9 $ 2,189.0 Nitrogen Fertilizer 529.2 536.3 Other 537.4 574.1 Total $ 3,183.5 $ 3,299.4 Goodwill Petroleum $ — $ — Nitrogen Fertilizer 41.0 41.0 Other — — Total $ 41.0 $ 41.0 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | (15) Subsequent Events Dividend On April 27, 2016 , the board of directors of the Company declared a cash dividend for the first quarter of 2016 to the Company's stockholders of $0.50 per share, or $43.4 million in aggregate. The dividend will be paid on May 16, 2016 to stockholders of record at the close of business on May 9, 2016 . IEP will receive $35.6 million in respect of its 82% ownership interest in the Company's shares. Nitrogen Fertilizer Partnership Distribution On April 27, 2016 , the board of directors of the Nitrogen Fertilizer Partnership's general partner declared a cash distribution for the first quarter of 2016 to the Nitrogen Fertilizer Partnership's unitholders of $0.27 per common unit, or $30.6 million in aggregate. The distribution will be paid on May 16, 2016 to unitholders of record at the close of business on May 9, 2016 . The Company will receive $10.5 million in respect of its Nitrogen Fertilizer Partnership common units. Rentech Mergers On April 1, 2016, the Nitrogen Fertilizer Partnership completed the mergers with East Dubuque (formerly known as Rentech Nitrogen Partners, L.P.), a publicly traded partnership whose common units were listed on the NYSE under the ticker symbol "RNF" and East Dubuque GP (formerly known as Rentech Nitrogen GP, LLC), pursuant to which CVR Partners acquired East Dubuque and East Dubuque GP by merging two newly-created direct wholly-owned subsidiaries of CVR Partners with and into those entities with East Dubuque and East Dubuque GP continuing as the surviving entities and subsidiaries of CVR Partners. East Dubuque owns a facility located in East Dubuque, Illinois that produces primarily ammonia and UAN using natural gas as the facility's primary feedstock. The primary reasons for the mergers were to expand CVR Partners geographical footprint, diversify its raw material feedstocks, widen its customer reach and increase its potential for cash-flow generation. East Dubuque was required to sell or spin off its Pasadena facility as a condition to closing of the mergers, and the sale of the Pasadena facility to a third-party was consummated prior to the merger date. On March 14, 2016, East Dubuque completed the sale of 100% of the issued and outstanding membership interests of its subsidiary that owned the Pasadena facility to a third party. East Dubuque common unitholders received consideration for the Pasadena facility and may receive additional consideration according to the terms of the purchase agreement. Merger Consideration Under the terms of the Merger Agreement, holders of East Dubuque common units eligible to receive consideration received 1.04 common units (the "unit consideration") representing limited partner interests in CVR Partners ("CVR Partners common units") and $2.57 in cash, without interest, (the "cash consideration" and together with the unit consideration, the "merger consideration") for each East Dubuque common unit. Pursuant to the Merger Agreement, CVR Partners issued approximately 40.2 million CVR Partners common units and paid approximately $99.2 million in cash consideration to East Dubuque common unitholders and certain holders of East Dubuque phantom units discussed below. Phantom units granted and outstanding under East Dubuque’s equity plans and held by an employee who continued in the employment of a CVR Partners-affiliated entity upon closing of the mergers were canceled and replaced with new incentive awards of substantially equivalent value and on similar terms. Each phantom unit granted and outstanding and held by (i) an employee who did not continue in employment of a CVR Partners-affiliated entity, or (ii) a director of East Dubuque GP, upon closing of the mergers, vested in full and the holders thereof received the merger consideration. In March 2016, CVR Energy purchased 400,000 East Dubuque common units. Pursuant to the Merger Agreement, any East Dubuque common units held of record by an affiliate of CVR Partners remained outstanding as East Dubuque common units following the effective time of the mergers and such affiliate did not receive any merger consideration for those units. Merger-Related Indebtedness East Dubuque’s debt arrangements that remained in place until the closing date of the mergers included $320.0 million of 6.5% second lien senior secured notes due 2021 (the "Second Lien Notes"). East Dubuque is required under the change of control provision within the indenture governing the Second Lien Notes to offer to purchase, within 90 days of the mergers, all outstanding Second Lien Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase. Immediately prior to the merger, East Dubuque had outstanding advances under a credit agreement with Wells Fargo, as successor-in-interest by assignment from General Electric Company, as administrative agent (the "Wells Fargo Credit Agreement"). The Wells Fargo Credit Agreement consisted of a $50.0 million senior secured revolving credit facility with a $10.0 million letter of credit sublimit. Simultaneous with the mergers, the Nitrogen Fertilizer Partnership paid $49.4 million to pay off the outstanding balance under the Wells Fargo Credit Agreement and the Wells Fargo Credit Agreement was canceled. CRLLC Facility with the Nitrogen Fertilizer Partnership On April 1, 2016, in connection with the closing of the mergers, the Nitrogen Fertilizer Partnership entered into a senior term loan credit facility with CRLLC (the "CRLLC Facility"), pursuant to which CRLLC loaned the Nitrogen Fertilizer Partnership an aggregate principal amount of $300.0 million , the maximum amount available under the CRLLC Facility. The CRLLC Facility has a term of 2 years and bears an interest rate of 12.0% per annum. Interest is calculated on the basis of the actual number of days elapsed over a 360 -day year and payable quarterly. The Nitrogen Fertilizer Partnership may voluntarily prepay in whole or in part borrowings under the CRLLC Facility without premium or penalty. The proceeds from the CRLLC Facility, discussed above, were used by the Nitrogen Fertilizer Partnership (i) to repay the $125.0 million outstanding loan under the credit facility discussed in Note 8 ("Long-Term Debt") , which was terminated, (ii) to fund the approximate $99.2 million cash portion of the merger consideration, (iii) to repay all of the loans outstanding under the Wells Fargo Credit Agreement and (iv) to pay the fees and expenses in connection with the mergers and related transactions. In connection with the CRLLC Facility, the Commitment Letter and the CRLLC Guaranty discussed in Note 13 ("Related Party Transactions") were terminated. AEPC Facility with Nitrogen Fertilizer Partnership On April 1, 2016, in connection with the closing of the mergers, the Nitrogen Fertilizer Partnership entered into a new $320.0 million senior term loan facility (the “AEPC Facility”) with AEPC as the lender, which (i) may be used by the Nitrogen Fertilizer Partnership to provide funds to East Dubuque to make a change of control offer and, if applicable, a “clean-up” redemption in accordance with the indenture governing the Second Lien Notes or (ii) may be used by the Nitrogen Fertilizer Partnership or East Dubuque to make a tender offer for the Second Lien Notes and, in each case, pay fees and expenses related thereto. The AEPC Facility is for a term of two years and bears interest at a rate of 12% per annum. Interest shall be calculated on the basis of the actual number of days elapsed over a 360 -day year and payable quarterly. The Nitrogen Fertilizer Partnership may voluntarily prepay in whole or in part the borrowings under the AEPC Facility without premium or penalty. |
Organization and History of t26
Organization and History of the Company and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed consolidated financial statements include the accounts of CVR and its direct and indirect subsidiaries including the Nitrogen Fertilizer Partnership, the Refining Partnership and their respective subsidiaries, as discussed further below. The ownership interests of noncontrolling investors in CVR's subsidiaries are recorded as a noncontrolling interest included as a separate component of equity for all periods presented. All intercompany account balances and transactions have been eliminated in consolidation. Certain information and footnotes required for complete financial statements under GAAP have been condensed or omitted pursuant to SEC rules and regulations. These condensed consolidated financial statements should be read in conjunction with the December 31, 2015 audited consolidated financial statements and notes thereto included in CVR's Annual Report on Form 10-K for the year ended December 31, 2015 , which was filed with the SEC on February 19, 2016 (the "2015 Form 10-K"). The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2015-02, "Consolidations (Topic 810) - Amendments to the Consolidation Analysis" (“ASU 2015-02”), which amended previous consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities are considered a variable interest entity (“VIE”) unless the limited partners hold substantive kick-out rights or participating rights. Management has determined that the Refining Partnership and the Nitrogen Fertilizer Partnership are VIEs because the limited partners of CVR Refining and CVR Partners lack both substantive kick-out rights and participating rights. As such, management evaluated the qualitative criteria under FASB ASC Topic 810 - Consolidation in conjunction with ASU 2015-02 to make a determination whether the Refining Partnership and the Nitrogen Fertilizer Partnership should be consolidated on the Company's financial statements. ASC Topic 810-10 requires the primary beneficiary of a variable interest entity's activities to consolidate the VIE. The primary beneficiary is identified as the enterprise that has a) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. The standard requires an ongoing analysis to determine whether the variable interest gives rise to a controlling financial interest in the VIE. Based upon the general partner’s roles and rights as afforded by the partnership agreements and its exposure to losses and benefits of each of the partnerships through its significant limited partner interests, intercompany credit facilities, and services agreements, CVR determined that it is the primary beneficiary of both the Refining Partnership and the Nitrogen Fertilizer Partnership. Based upon that evaluation, the consolidated financial statements of CVR continue to consolidate both the Refining and Nitrogen Fertilizer Partnerships. In the opinion of the Company's management, the accompanying condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary to fairly present the financial position of the Company as of March 31, 2016 and December 31, 2015 , the results of operations and comprehensive income for the three month periods ended March 31, 2016 and 2015 , changes in equity for the three month period ended March 31, 2016 and cash flows of the Company for the three month periods ended March 31, 2016 and 2015 . The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results that will be realized for the year ending December 31, 2016 or any other interim or annual period. |
Recent Accounting Pronouncements | In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard was originally effective for interim and annual periods beginning after December 15, 2016 and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. On July 9, 2015, the FASB approved a one-year deferral of the effective date making the standard effective for interim and annual periods beginning after December 15, 2017. The FASB will continue to permit entities to adopt the standard on the original effective date if they choose. The Company has not yet selected a transition method and is currently evaluating the standard and the impact on its consolidated financial statements and footnote disclosures. In February 2015, the FASB issued ASU No. 2015-02, " Consolidations (Topic 810) - Amendments to the Consolidation Analysis" ("ASU 2015-02"), which amended previous consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities will be considered a VIE unless the limited partners hold substantive kick-out rights or participating rights. The standard is effective for interim and annual periods beginning after December 15, 2015. The Company adopted ASU 2015-02 as of January 1, 2016. Refer to Note 1 ("Organization and History of the Company and Basis of Presentation") for more information. In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03") . The new standard requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. The standard is effective for interim and annual periods beginning after December 15, 2015 and is required to be applied on a retrospective basis. Early adoption is permitted. The Company adopted ASU 2015-03 as of January 1, 2016 and applied the standard retrospectively to the Condensed Consolidated Balance Sheet. Refer to Note 8 ("Long-Term Debt") for further details. In February 2016, the FASB issued ASU 2016-02, “ Leases ” (“ASU 2016-02”). The new standard revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. The standard is effective for the first interim and annual periods beginning after December 15, 2018, with early adoption permitted. At adoption, ASU 2016-02 will be applied using a modified retrospective approach. The Company is currently evaluating the standard and the impact on its consolidated financial statements and footnotes disclosures. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Incentive Unit Award | |
Share-Based Compensation | |
Schedule of share-based compensation activity | A summary of incentive unit activity and changes during the three months ended March 31, 2016 is presented below: Incentive Units Weighted-Average Grant-Date Fair Value Non-vested at January 1, 2016 604,942 $ 19.64 Granted 11,892 12.72 Vested (884 ) 18.85 Forfeited (21,281 ) 19.42 Non-vested at March 31, 2016 594,669 $ 19.51 |
CVR Partners Long Term Incentive Plan | |
Share-Based Compensation | |
Schedule of share-based compensation activity | A summary of the phantom unit activity and changes under the CVR Partners LTIP during the three months ended March 31, 2016 is presented below: Phantom Units Weighted-Average Grant-Date Non-vested at January 1, 2016 391,903 $ 8.71 Granted 3,475 7.77 Vested — — Forfeited — — Non-vested at March 31, 2016 395,378 $ 8.70 |
CVR Refining Long Term Incentive Plan | |
Share-Based Compensation | |
Schedule of share-based compensation activity | A summary of phantom unit activity and changes under the CVR Refining LTIP during the three months ended March 31, 2016 is presented below: Units Weighted-Average Grant-Date Fair Value Non-vested at January 1, 2016 511,591 $ 19.68 Granted — — Vested — — Forfeited (6,911 ) 19.51 Non-vested at March 31, 2016 504,680 $ 19.69 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following: March 31, 2016 December 31, 2015 (in millions) Finished goods $ 95.8 $ 114.5 Raw materials and precious metals 83.1 81.2 In-process inventories 21.2 35.8 Parts and supplies 59.3 58.4 Total Inventories $ 259.4 $ 289.9 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of costs for property, plant, and equipment | roperty, plant and equipment consisted of the following: March 31, 2016 December 31, 2015 (in millions) Land and improvements $ 38.8 $ 38.6 Buildings 53.1 53.6 Machinery and equipment 2,739.5 2,723.0 Automotive equipment 24.7 24.8 Furniture and fixtures 21.3 21.3 Leasehold improvements 3.4 3.6 Aircraft 3.6 3.6 Railcars 16.3 16.3 Construction in progress 150.2 122.3 3,050.9 3,007.1 Accumulated depreciation 1,078.5 1,040.0 Total property, plant and equipment, net $ 1,972.4 $ 1,967.1 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following: March 31, 2016 December 31, 2015 (in millions) 6.5% Senior Notes due 2022 $ 500.0 $ 500.0 CRNF credit facility 125.0 125.0 Capital lease obligations 48.1 48.5 Total debt 673.1 673.5 Unamortized debt issuance cost (6.0 ) (6.4 ) Current portion of long-term debt and capital lease obligations (126.7 ) (126.4 ) Long-term debt, net of current portion $ 540.4 $ 540.7 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of computations of the basic and diluted earnings per share calculation | The components of the basic and diluted earnings (loss) per share calculation are as follows: Three Months Ended 2016 2015 Net income (loss) attributable to CVR Energy stockholders $ (16.2 ) $ 54.9 Weighted-average shares of common stock outstanding - Basic 86.8 86.8 Weighted-average shares of common stock outstanding - Diluted 86.8 86.8 Basic earnings (loss) per share $ (0.19 ) $ 0.63 Diluted earnings (loss) per share $ (0.19 ) $ 0.63 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum required payments for CVR's lease agreements and unconditional purchase obligations | The minimum required payments for CVR’s lease agreements and unconditional purchase obligations are as follows: Operating Leases Unconditional Purchase Obligations (1) (in millions) Nine Months Ending December 31, 2016 $ 5.9 $ 140.5 Year Ending December 31, 2017 5.5 130.6 2018 3.8 125.4 2019 2.1 124.6 2020 1.5 108.9 Thereafter 2.5 738.1 $ 21.3 $ 1,368.1 (1) This amount includes approximately $784.1 million payable ratably over fifteen years pursuant to petroleum transportation service agreements between Coffeyville Resources Refining & Marketing, LLC ("CRRM") and each of TransCanada Keystone Pipeline Limited Partnership and TransCanada Keystone Pipeline, LP (together, "TransCanada"). The purchase obligation reflects the exchange rate between the Canadian dollar and the U.S. dollar as of March 31, 2016 , where applicable. Under the agreements, CRRM receives transportation of at least 25,000 barrels per day of crude oil with a delivery point at Cushing, Oklahoma for a term of 20 years on TransCanada's Keystone pipeline system. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following table sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, as of March 31, 2016 and December 31, 2015 : March 31, 2016 Level 1 Level 2 Level 3 Total (in millions) Location and Description Cash equivalents $ 15.7 $ — $ — $ 15.7 Other current assets (investments) 4.6 — — 4.6 Other current assets (other derivative agreements) — 22.1 — 22.1 Total Assets $ 20.3 $ 22.1 $ — $ 42.4 Other current liabilities (other derivative agreements) — (0.1 ) — (0.1 ) Other current liabilities (biofuel blending obligations) — (0.5 ) — (0.5 ) Total Liabilities $ — $ (0.6 ) $ — $ (0.6 ) December 31, 2015 Level 1 Level 2 Level 3 Total (in millions) Location and Description Cash equivalents $ 15.7 $ — $ — $ 15.7 Other current assets (investments) 0.1 — — 0.1 Other current assets (other derivative agreements) — 44.7 — 44.7 Total Assets $ 15.8 $ 44.7 $ — $ 60.5 Other current liabilities (other derivative agreements) — (0.1 ) — (0.1 ) Other current liabilities (interest rate swaps) — (0.1 ) — (0.1 ) Other long-term liabilities (biofuel blending obligation) — (2.7 ) — (2.7 ) Total Liabilities $ — $ (2.9 ) $ — $ (2.9 ) |
Derivative Financial Instrume34
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Components of gain (loss) on derivatives, net | Loss on derivatives, net and current period settlements on derivative contracts were as follows: Three Months Ended 2016 2015 (in millions) Current period settlements on derivative contracts $ 21.4 $ (6.3 ) Loss on derivatives, net (1.2 ) (51.4 ) |
Schedule of offsetting assets | The offsetting assets and liabilities for the Refining Partnership's derivatives as of December 31, 2015 are recorded as current assets and current liabilities in prepaid expenses and other current assets and other current liabilities, respectively, in the Condensed Consolidated Balance Sheets as follows: As of December 31, 2015 Description Gross Current Assets Gross Amounts Offset Net Current Assets Presented Cash Collateral Not Offset Net Amount (in millions) Commodity Swaps $ 44.8 $ (0.1 ) $ 44.7 $ — $ 44.7 Total $ 44.8 $ (0.1 ) $ 44.7 $ — $ 44.7 The offsetting assets and liabilities for the Refining Partnership's derivatives as of March 31, 2016 are recorded as current assets and current liabilities in prepaid expenses and other current assets and other current liabilities, respectively, in the Condensed Consolidated Balance Sheets as follows: As of March 31, 2016 Description Gross Current Assets Gross Amounts Offset Net Current Assets Presented Cash Collateral Not Offset Net Amount (in millions) Commodity Swaps $ 22.4 $ (0.3 ) $ 22.1 $ — $ 22.1 Total $ 22.4 $ (0.3 ) $ 22.1 $ — $ 22.1 |
Schedule of offsetting liabilities | As of March 31, 2016 Description Gross Gross Net Cash Net (in millions) Commodity Swaps $ 0.1 $ — $ 0.1 $ — $ 0.1 Total $ 0.1 $ — $ 0.1 $ — $ 0.1 As of December 31, 2015 Description Gross Current Liabilities Gross Amounts Offset Net Current Liabilities Presented Cash Collateral Not Offset Net Amount (in millions) Commodity Swaps $ 0.1 $ — $ 0.1 $ — $ 0.1 Total $ 0.1 $ — $ 0.1 $ — $ 0.1 |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of segment information | The following table summarizes certain operating results and capital expenditures information by segment: Three Months Ended 2016 2015 (in millions) Net sales Petroleum $ 834.0 $ 1,304.4 Nitrogen Fertilizer 73.1 93.1 Intersegment elimination (1.6 ) (8.6 ) Total $ 905.5 $ 1,388.9 Cost of product sold (exclusive of depreciation and amortization) Petroleum $ 722.3 $ 1,056.1 Nitrogen Fertilizer 16.3 25.8 Intersegment elimination (1.8 ) (8.3 ) Total $ 736.8 $ 1,073.6 Direct operating expenses (exclusive of depreciation and amortization) Petroleum $ 117.7 $ 87.0 Nitrogen Fertilizer 23.7 24.4 Other — — Total $ 141.4 $ 111.4 Depreciation and amortization Petroleum $ 31.5 $ 34.0 Nitrogen Fertilizer 7.0 6.8 Other 1.5 1.2 Total $ 40.0 $ 42.0 Operating income (loss) Petroleum $ (56.0 ) $ 109.2 Nitrogen Fertilizer 19.7 31.5 Other (3.6 ) (4.1 ) Total $ (39.9 ) $ 136.6 Capital expenditures Petroleum $ 44.0 $ 41.7 Nitrogen Fertilizer 1.7 2.7 Other 1.8 1.1 Total $ 47.5 $ 45.5 As of March 31, 2016 As of December 31, 2015 (in millions) Total assets Petroleum $ 2,116.9 $ 2,189.0 Nitrogen Fertilizer 529.2 536.3 Other 537.4 574.1 Total $ 3,183.5 $ 3,299.4 Goodwill Petroleum $ — $ — Nitrogen Fertilizer 41.0 41.0 Other — — Total $ 41.0 $ 41.0 |
Organization and History of t36
Organization and History of the Company and Basis of Presentation (Details) | Apr. 27, 2016 | Apr. 01, 2016subsidiary | May. 28, 2013shares | Mar. 31, 2016segment | Mar. 31, 2016 | May. 27, 2013 | Mar. 31, 2016 |
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Number of reportable segments | segment | 2 | ||||||
Percentage of holders of the outstanding common units required to vote for removal of the general partner | 66.67% | 66.67% | 66.67% | ||||
IEP Energy LLC | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Ownership percentage held by controlling stockholder | 82.00% | ||||||
IEP Energy LLC | Subsequent event | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Ownership percentage held by controlling stockholder | 82.00% | ||||||
CVR Partners, LP | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Percentage of limited partner interest held by the public | 30.00% | 47.00% | |||||
Number of New Subsidiaries | subsidiary | 2 | ||||||
CVR Partners, LP | Secondary Offering | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Number of partnership units sold in offering (in shares) | shares | 12,000,000 | ||||||
CVR Partners, LP | Coffeyville Resources LLC | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Percentage of common units owned by CRLLC or CVR Refining Holdings | 53.00% | ||||||
CVR Partners, LP | Coffeyville Resources LLC | Subsequent event | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Percentage of common units owned by CRLLC or CVR Refining Holdings | 34.00% | ||||||
Percentage of common units owned by limited partner | 100.00% | ||||||
CVR GP, LLC | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Percentage of common units owned by limited partner | 100.00% | ||||||
CVR Refining, LP | Second Underwritten Offering | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Percentage of limited partner interest held by the public | 34.00% | ||||||
CVR Refining, LP | IEP Energy LLC | Second Underwritten Offering | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Percentage of limited partner interest held by the public | 4.00% | ||||||
CVR Refining, LP | CVR Refining Holdings LLC | Second Underwritten Offering | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Percentage of common units owned by CRLLC or CVR Refining Holdings | 66.00% | ||||||
CVR Refining GP, LLC | CVR Refining Holdings LLC | Second Underwritten Offering | |||||||
Organization, Consolidation, and Presentation of Financial Statements [Line Items] | |||||||
Percentage of common units owned by limited partner | 100.00% |
Share-Based Compensation - Long
Share-Based Compensation - Long-Term Incentive Plan, CVR Energy (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Share-Based Compensation | ||
Personnel accruals, VIEs | $ 23.7 | $ 45.7 |
CVR Energy Long Term Incentive Plan | ||
Share-Based Compensation | ||
Common stock authorized for issuance (in shares) | 7,500,000 | |
CVR Energy Long Term Incentive Plan | Stock Options | ||
Share-Based Compensation | ||
Common stock authorized for issuance (in shares) | 1,000,000 | |
CVR Energy Long Term Incentive Plan | Performance Unit Awards | ||
Share-Based Compensation | ||
Compensation expense | $ 0.9 | |
CVR Energy Long Term Incentive Plan | Performance Unit Awards | Personnel Accruals | ||
Share-Based Compensation | ||
Personnel accruals, VIEs | $ 0.9 |
Share-Based Compensation - Lo38
Share-Based Compensation - Long-Term Incentive Plan, CVR Partners (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Share-Based Compensation | |||
Personnel accruals, VIEs | $ 23.7 | $ 45.7 | |
CVR Partners, LP | CVR Partners Long Term Incentive Plan | |||
Share-Based Compensation | |||
Common stock authorized for issuance (in shares) | 5,000,000 | ||
Vesting period | 3 years | ||
Number of share right to receive cash payment on vesting equal to fair market value is received per award | 1 | ||
CVR Partners, LP | CVR Partners Long Term Incentive Plan | Tranche One | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% | ||
CVR Partners, LP | CVR Partners Long Term Incentive Plan | Tranche Two | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% | ||
CVR Partners, LP | CVR Partners Long Term Incentive Plan | Tranche Three | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% | ||
CVR Partners, LP | CVR Partners Long Term Incentive Plan | Phantom Unit and Common Units | |||
Share-Based Compensation | |||
Unrecognized compensation cost | $ 2.5 | ||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 6 months | ||
Compensation expense | $ 0.5 | $ 0.6 | |
CVR Partners, LP | CVR Partners Long Term Incentive Plan | Phantom Unit and Common Units | Personnel Accruals | |||
Share-Based Compensation | |||
Personnel accruals, VIEs | $ 1.2 | $ 0.7 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Phantom Unit Activity and Changes Under CVR Partners LTIP (Details) - CVR Partners, LP - CVR Partners Long Term Incentive Plan - Phantom Units | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Units | |
Non-vested at the beginning of the period (in shares) | shares | 391,903 |
Granted (in shares) | shares | 3,475 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Non-vested at the end of the period (in shares) | shares | 395,378 |
Weighted-Average Grant-Date Fair Value | |
Non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 8.71 |
Granted (in dollars per share) | $ / shares | 7.77 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Non-vested at the end of the period (in dollars per share) | $ / shares | $ 8.70 |
Share-Based Compensation - Lo40
Share-Based Compensation - Long-Term Incentive Plan, CVR Refining (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2014shares | Mar. 31, 2016USD ($)trading_dayshares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Share-Based Compensation | ||||
Personnel accruals, VIEs | $ | $ 23.7 | $ 45.7 | ||
CVR Refining, LP | CVR Refining Long Term Incentive Plan | ||||
Share-Based Compensation | ||||
Common stock authorized for issuance (in shares) | 11,070,000 | |||
Vesting period | 3 years | |||
Number of share right to receive cash payment on vesting equal to fair market value is received per award | 1 | |||
CVR Refining, LP | CVR Refining Long Term Incentive Plan | Phantom Unit Plan | ||||
Share-Based Compensation | ||||
Unrecognized compensation cost | $ | $ 4.4 | |||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 6 months | |||
Compensation expense | $ | $ 0.3 | $ 1.4 | ||
Awards granted (in shares) | 0 | |||
CVR Refining, LP | CVR Refining Long Term Incentive Plan | Phantom Unit Plan | Personnel Accruals | ||||
Share-Based Compensation | ||||
Personnel accruals, VIEs | $ | $ 2.5 | $ 2.3 | ||
CVR Refining, LP | CVR Refining Long Term Incentive Plan | Tranche One | ||||
Share-Based Compensation | ||||
Vesting rights percentage | 33.33% | |||
CVR Refining, LP | CVR Refining Long Term Incentive Plan | Tranche Two | ||||
Share-Based Compensation | ||||
Vesting rights percentage | 33.33% | |||
CVR Refining, LP | CVR Refining Long Term Incentive Plan | Tranche Three | ||||
Share-Based Compensation | ||||
Vesting rights percentage | 33.33% | |||
CVR Refining, LP | CVR Refining Long Term Incentive Plan | Executive Officer | Stock Appreciation Rights (SARs) | ||||
Share-Based Compensation | ||||
Vesting period | 3 years | |||
Number of share right to receive cash payment on vesting equal to fair market value is received per award | 1 | |||
Awards granted (in shares) | 227,927 | |||
Period for determination of cash payment value | trading_day | 10 |
Share-Based Compensation - Su41
Share-Based Compensation - Summary of Phantom Unit Activity and Changes Under CVR Refining LTIP (Details) - CVR Refining, LP - CVR Refining Long Term Incentive Plan - Phantom Unit Plan | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Units | |
Non-vested at the beginning of the period (in shares) | shares | 511,591 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (6,911) |
Non-vested at the end of the period (in shares) | shares | 504,680 |
Weighted-Average Grant-Date Fair Value | |
Non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 19.68 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 19.51 |
Non-vested at the end of the period (in dollars per share) | $ / shares | $ 19.69 |
Share-Based Compensation - Ince
Share-Based Compensation - Incentive Unit Awards (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Share-Based Compensation | |||
Personnel accruals, VIEs | $ 23.7 | $ 45.7 | |
Incentive Unit Award | |||
Share-Based Compensation | |||
Vesting period | 3 years | ||
Number of share right to receive cash payment on vesting equal to fair market value is received per award | 1 | ||
Unrecognized compensation cost | $ 5.2 | ||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 6 months | ||
Compensation expense | $ 0.3 | $ 1.5 | |
Incentive Unit Award | Personnel Accruals | |||
Share-Based Compensation | |||
Personnel accruals, VIEs | $ 2.9 | $ 2.6 | |
Tranche One | Incentive Unit Award | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% | ||
Tranche Two | Incentive Unit Award | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% | ||
Tranche Three | Incentive Unit Award | |||
Share-Based Compensation | |||
Vesting rights percentage | 33.33% |
Share-Based Compensation - Su43
Share-Based Compensation - Summary of Incentive Unit Activity and Changes (Details) - Incentive Unit Award | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Units | |
Non-vested at the beginning of the period (in shares) | shares | 604,942 |
Granted (in shares) | shares | 11,892 |
Vested (in shares) | shares | (884) |
Forfeited (in shares) | shares | (21,281) |
Non-vested at the end of the period (in shares) | shares | 594,669 |
Weighted-Average Grant-Date Fair Value | |
Non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 19.64 |
Granted (in dollars per share) | $ / shares | 12.72 |
Vested (in dollars per share) | $ / shares | 18.85 |
Forfeited (in dollars per share) | $ / shares | 19.42 |
Non-vested at the end of the period (in dollars per share) | $ / shares | $ 19.51 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 95.8 | $ 114.5 |
Raw materials and precious metals | 83.1 | 81.2 |
In-process inventories | 21.2 | 35.8 |
Parts and supplies | 59.3 | 58.4 |
Total Inventories | $ 259.4 | $ 289.9 |
Property, Plant and Equipment45
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Property, Plant, and Equipment | |||
Gross property, plant and equipment | $ 3,050.9 | $ 3,007.1 | |
Accumulated depreciation | 1,078.5 | 1,040 | |
Total property, plant and equipment, net | 1,972.4 | 1,967.1 | |
Capitalized interest | 1.5 | $ 0.4 | |
Original carrying value of assets under capital lease obligations | 24.8 | 24.8 | |
Land and improvements | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 38.8 | 38.6 | |
Buildings | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 53.1 | 53.6 | |
Machinery and equipment | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 2,739.5 | 2,723 | |
Automotive equipment | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 24.7 | 24.8 | |
Furniture and fixtures | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 21.3 | 21.3 | |
Leasehold improvements | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 3.4 | 3.6 | |
Aircraft | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 3.6 | 3.6 | |
Railcars | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 16.3 | 16.3 | |
Construction in progress | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | $ 150.2 | $ 122.3 |
Cost Classifications (Details)
Cost Classifications (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Costs and Expenses [Abstract] | ||
Depreciation and amortization not included in cost of product sold | $ 1.7 | $ 1.8 |
Depreciation and amortization not included in direct operating expenses | 36.2 | 38.5 |
Depreciation and amortization not included in selling, general and administrative expenses | $ 2.1 | $ 1.7 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Income Taxes [Line Items] | |||
Due from related party | $ 11,600,000 | $ 11,600,000 | |
Unrecognized tax benefits | 44,100,000 | ||
Unrecognized tax benefits which, if recognized, would impact the company's effective tax rate | 28,700,000 | ||
Unrecognized tax benefits related to state tax credits | 25,900,000 | ||
Accrued interest | $ 6,000,000 | ||
Effective tax rate (as a percent) | 41.40% | 22.10% | |
Effective tax rate at a combined federal and state income tax rate (as a percent) | 39.50% | 39.60% | |
AEPC | |||
Income Taxes [Line Items] | |||
Due from related party | $ 11,600,000 | ||
Income tax payments to AEPC | $ 0 | $ 0 |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total debt | $ 673.1 | $ 673.5 |
Unamortized debt issuance cost | (6) | (6.4) |
Current portion of long-term debt and capital lease obligations | (126.7) | (126.4) |
Long-term debt, net of current portion | 540.4 | 540.7 |
Senior Notes | 6.5% Senior Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 500 | $ 500 |
Stated interest rate (as a percent) | 6.50% | 6.50% |
Line of Credit | CRNF credit facility | ||
Debt Instrument [Line Items] | ||
Total debt | $ 125 | $ 125 |
Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Total debt | $ 48.1 | $ 48.5 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Oct. 23, 2012 | |
Debt Instrument [Line Items] | |||
Unamortized debt issuance cost reclassified from debt | $ (6,000,000) | $ (6,400,000) | |
6.5% Senior Notes due 2022 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate (as a percent) | 6.50% | 6.50% | |
6.5% Senior Notes due 2022 | Refining LLC | Senior Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 500,000,000 | ||
Stated interest rate (as a percent) | 6.50% | ||
6.5% Senior Notes due 2022 | Refining LLC | Senior Notes | Level 2 | |||
Debt Instrument [Line Items] | |||
Estimated fair value | $ 442,500,000 | ||
Amended and Restated ABL Credit Facility | Credit parties | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | 400,000,000 | ||
Maximum borrowing capacity optional expansion | $ 200,000,000 | ||
Swingline loans sublimit as a percentage of the total facility commitment | 10.00% | ||
Letter of credit sublimit as a percentage of the total facility commitment | 90.00% | ||
Amended and Restated ABL Credit Facility | CVR Refining, LP | |||
Debt Instrument [Line Items] | |||
Aggregate availability | $ 245,300,000 | ||
Outstanding letters of credit | 28,000,000 | ||
Borrowings outstanding | $ 0 | ||
CRNF credit facility | CVR Partners, LP | |||
Debt Instrument [Line Items] | |||
Trailing quarters used for calculation of leverage ratio | 12 months | ||
CRNF credit facility | CVR Partners, LP | Eurodollar | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 3.50% | ||
CRNF credit facility | CVR Partners, LP | Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 2.50% | ||
CRNF credit facility | CVR Partners, LP | Line of Credit | Term Loan | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 125,000,000 | ||
CRNF credit facility | CVR Partners, LP | Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | 25,000,000 | ||
Borrowings outstanding | 0 | ||
Uncommitted incremental facility | 50,000,000 | ||
Current Portion of Long-term Debt [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance cost reclassified from debt | 0 | $ (200,000) | |
Long-term Debt [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance cost reclassified from debt | $ (6,000,000) | $ (6,200,000) |
Long-Term Debt - Captial Lease
Long-Term Debt - Captial Lease Obligations (Details) | 3 Months Ended |
Mar. 31, 2016lease | |
Debt Instrument [Line Items] | |
Number of leases acquired | 2 |
Capital Lease related to Excel Pipeline LLC | |
Debt Instrument [Line Items] | |
Remaining term of leases | 163 months |
Capital Lease related to Magellan Pipeline Terminals, L.P. | |
Debt Instrument [Line Items] | |
Remaining term of leases | 162 months |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net income (loss) attributable to CVR Energy stockholders | $ (16.2) | $ 54.9 |
Weighted-average shares of common stock outstanding - Basic (in shares) | 86.8 | 86.8 |
Weighted-average shares of common stock outstanding - Diluted (in shares) | 86.8 | 86.8 |
Basic earnings (loss) per share (in dollars per share) | $ (0.19) | $ 0.63 |
Diluted earnings (loss) per share (in dollars per share) | $ (0.19) | $ 0.63 |
Commitments and Contingencies -
Commitments and Contingencies - Leases and Unconditional Purchase Obligations (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($)bbl | Mar. 31, 2015USD ($) | |
Operating Leases | ||
Nine Months Ending December 31, 2016 | $ 5.9 | |
2,017 | 5.5 | |
2,018 | 3.8 | |
2,019 | 2.1 | |
2,020 | 1.5 | |
Thereafter | 2.5 | |
Operating leases | 21.3 | |
Unconditional Purchase Obligations | ||
Nine Months Ending December 31, 2016 | 140.5 | |
2,017 | 130.6 | |
2,018 | 125.4 | |
2,019 | 124.6 | |
2,020 | 108.9 | |
Thereafter | 738.1 | |
Unconditional purchase obligations | 1,368.1 | |
Unrecorded purchase agreements | ||
Lease expenses | 2.2 | $ 2.2 |
Expenses related to long-term commitments | 33.2 | $ 27.1 |
Petroleum transportation service agreement with TransCanada | CRRM | ||
Unrecorded purchase agreements | ||
Amount payable related to petroleum transportation service agreements | $ 784.1 | |
Term of agreement | 15 years | |
Minimum quantity of crude oil to be received per day (in barrels) | bbl | 25,000 | |
Period over which minimum quantity of crude oil is receivable | 20 years |
Commitments and Contingencies53
Commitments and Contingencies - Additional Information (Details) $ in Millions | Aug. 31, 2012 | Mar. 31, 2016USD ($)sponsor | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) |
Loss Contingencies [Line Items] | ||||
Environmental costs recognized capitalized in the period | $ 3.6 | $ 10.9 | ||
Affiliate pension obligations | ||||
Minimum ownership interest in CVR Energy by Mr. Icahn's affiliates (as a percent) | 80.00% | |||
Number of sponsors of pension plans | sponsor | 2 | |||
Majority Shareholder | ||||
Affiliate pension obligations | ||||
Ownership percentage held by controlling stockholder | 82.00% | |||
EHS | ||||
Loss Contingencies [Line Items] | ||||
Environmental accruals | $ 3.5 | $ 3.6 | ||
EHS | CRRM | ||||
Loss Contingencies [Line Items] | ||||
Cost of renewable identification numbers | 43.1 | $ 36.6 | ||
Biofuel blending obligation recorded in other current liabilities | 24.3 | 9.5 | ||
Affiliate Pension Obligations | ||||
Affiliate pension obligations | ||||
Underfunded pension obligation, if ACF and Federal-Mogul plans were voluntarily terminated | $ 583.8 | $ 589.2 | ||
New Vitol Agreement | CRRM | ||||
Loss Contingencies [Line Items] | ||||
Renewal term of agreement | 1 year | |||
Number of days for prior notice of nonrenewal | 180 days |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities (Details) - Recurring - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Fair value measurements | ||
Cash equivalents | $ 15.7 | $ 15.7 |
Other current assets (investments) | 4.6 | 0.1 |
Total Assets | 42.4 | 60.5 |
Total Liabilities | (0.6) | (2.9) |
Other derivative agreements | ||
Fair value measurements | ||
Other current assets (other derivative agreements) | 22.1 | 44.7 |
Other current liabilities | (0.1) | (0.1) |
Interest rate swaps | ||
Fair value measurements | ||
Other current liabilities | (0.1) | |
Biofuels blending obligation | ||
Fair value measurements | ||
Other current liabilities (biofuel blending obligations) | (0.5) | (2.7) |
Level 1 | ||
Fair value measurements | ||
Cash equivalents | 15.7 | 15.7 |
Other current assets (investments) | 4.6 | 0.1 |
Total Assets | 20.3 | 15.8 |
Total Liabilities | 0 | 0 |
Level 1 | Other derivative agreements | ||
Fair value measurements | ||
Other current assets (other derivative agreements) | 0 | 0 |
Other current liabilities | 0 | 0 |
Level 1 | Interest rate swaps | ||
Fair value measurements | ||
Other current liabilities | 0 | |
Level 1 | Biofuels blending obligation | ||
Fair value measurements | ||
Other current liabilities (biofuel blending obligations) | 0 | 0 |
Level 2 | ||
Fair value measurements | ||
Cash equivalents | 0 | 0 |
Other current assets (investments) | 0 | 0 |
Total Assets | 22.1 | 44.7 |
Total Liabilities | (0.6) | (2.9) |
Level 2 | Other derivative agreements | ||
Fair value measurements | ||
Other current assets (other derivative agreements) | 22.1 | 44.7 |
Other current liabilities | (0.1) | (0.1) |
Level 2 | Interest rate swaps | ||
Fair value measurements | ||
Other current liabilities | (0.1) | |
Level 2 | Biofuels blending obligation | ||
Fair value measurements | ||
Other current liabilities (biofuel blending obligations) | (0.5) | (2.7) |
Level 3 | ||
Fair value measurements | ||
Cash equivalents | 0 | 0 |
Other current assets (investments) | 0 | 0 |
Total Assets | 0 | 0 |
Total Liabilities | 0 | 0 |
Level 3 | Other derivative agreements | ||
Fair value measurements | ||
Other current assets (other derivative agreements) | 0 | 0 |
Other current liabilities | 0 | 0 |
Level 3 | Interest rate swaps | ||
Fair value measurements | ||
Other current liabilities | 0 | |
Level 3 | Biofuels blending obligation | ||
Fair value measurements | ||
Other current liabilities (biofuel blending obligations) | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
Fair value measurements | |||
Common units purchased | 400,000 | ||
Proceeds from sale of available-for-sale securities | $ 0 | $ 42.1 | |
Receivable for sale of available-for-sale securities included in prepaid expenses and other current assets | $ 25.9 | 25.9 | |
Aggregate cost basis | 47.9 | 47.9 | |
Other income, net | 0.3 | $ 36 | |
Aggregate cost basis, AFS securities reclassified to trading securities | $ 25.7 | 25.7 | |
Reclassification out of AOCI | Accumulated Net Unrealized Investment Gain (Loss) | |||
Fair value measurements | |||
Other income, net | 20.1 | ||
Reclassification out of AOCI | Accumulated Net Unrealized Investment Gain (Loss) Transfered to Trading Securities | |||
Fair value measurements | |||
Other income, net | $ 11.7 |
Derivative Financial Instrume56
Derivative Financial Instruments - Additional Information(Details) bbl in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016USD ($)agreementbbl | Mar. 31, 2015USD ($) | Dec. 31, 2015bbl | |
Derivative Financial Instruments | |||
Current period settlements on derivative contracts | $ 21,400,000 | $ (6,300,000) | |
Loss on derivatives, net | 1,200,000 | 51,400,000 | |
Commodity derivatives | CVR Refining, LP | |||
Derivative Financial Instruments | |||
Loss on derivatives, net | $ 300,000 | 1,000,000 | |
Crack spreads | CVR Refining, LP | Not designated as hedges | |||
Derivative Financial Instruments | |||
Number of barrels | bbl | 0.6 | 2.5 | |
Price and Basis Swaps | CVR Refining, LP | Not designated as hedges | |||
Derivative Financial Instruments | |||
Number of barrels | bbl | 1 | ||
Commodity swaps | CVR Refining, LP | |||
Derivative Financial Instruments | |||
Loss on derivatives, net | $ 900,000 | 50,400,000 | |
Commodity swaps | CVR Refining, LP | Not designated as hedges | |||
Derivative Financial Instruments | |||
Derivative asset (liabilities) | 22,000,000 | ||
Portion of net unrealized gain in current assets | 22,100,000 | ||
Portion of net unrealized gain in current liabilities | 100,000 | ||
Interest rate swaps | |||
Derivative Financial Instruments | |||
Realized loss on the interest rate swap re-classed from AOCI into interest expense | $ 0 | $ 300,000 | |
Interest rate swaps | CRNF | Designated as hedges | |||
Derivative Financial Instruments | |||
Number of floating-to-fixed interest rate swap agreements | agreement | 2 | ||
Aggregate notional amount | $ 62,500,000 | ||
Average fixed rate of interest (as a percent) | 1.96% | ||
Interest Rate Swap June 30, 2011 | CRNF | Designated as hedges | |||
Derivative Financial Instruments | |||
Fixed rate (as a percent) | 1.94% | ||
Settlement period | 90 days | ||
Interest Rate Swap July 1, 2011 | CRNF | Designated as hedges | |||
Derivative Financial Instruments | |||
Fixed rate (as a percent) | 1.975% | ||
Settlement period | 90 days | ||
Term Loan | Line of Credit | CRNF credit facility | CVR Partners, LP | |||
Derivative Financial Instruments | |||
Aggregate principal amount | $ 125,000,000 |
Derivative Financial Instrume57
Derivative Financial Instruments - Schedule of Offsetting Assets (Details) - CVR Refining, LP - Current Assets - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Offsetting Assets [Line Items] | ||
Gross Current Assets | $ 22.4 | $ 44.8 |
Gross Amounts Offset | (0.3) | (0.1) |
Net Current Assets Presented | 22.1 | 44.7 |
Cash Collateral Not Offset | 0 | 0 |
Net Amount | 22.1 | 44.7 |
Commodity swaps | ||
Offsetting Assets [Line Items] | ||
Gross Current Assets | 22.4 | 44.8 |
Gross Amounts Offset | (0.3) | (0.1) |
Net Current Assets Presented | 22.1 | 44.7 |
Cash Collateral Not Offset | 0 | 0 |
Net Amount | $ 22.1 | $ 44.7 |
Derivative Financial Instrume58
Derivative Financial Instruments - Schedule of Offsetting Liabilities (Details) - Current Liabilities - CVR Refining, LP - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Offsetting Liabilities [Line Items] | ||
Gross Current Liabilities | $ 0.1 | $ 0.1 |
Gross Amounts Offset | 0 | 0 |
Net Current Liabilities Presented | 0.1 | 0.1 |
Cash Collateral Not Offset | 0 | 0 |
Net Amount | 0.1 | 0.1 |
Commodity swaps | ||
Offsetting Liabilities [Line Items] | ||
Gross Current Liabilities | 0.1 | 0.1 |
Gross Amounts Offset | 0 | 0 |
Net Current Liabilities Presented | 0.1 | 0.1 |
Cash Collateral Not Offset | 0 | 0 |
Net Amount | $ 0.1 | $ 0.1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 27, 2016 | Apr. 01, 2016 | Mar. 07, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Related Party Transaction [Line Items] | |||||
Dividends paid (in dollars per share) | $ 0.50 | ||||
Payments of dividends | $ 43,400,000 | $ 43,400,000 | $ 43,400,000 | ||
IEP Energy LLC | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage held by controlling stockholder | 82.00% | ||||
Payments of dividends | $ 35,600,000 | ||||
IEP Energy LLC | Subsequent event | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage held by controlling stockholder | 82.00% | ||||
IEP Energy LLC | CVR Partners, LP | Subsequent event | Letter of Credit | |||||
Related Party Transaction [Line Items] | |||||
Borrowing capacity | $ 150,000,000 | ||||
Loan term | 1 year | ||||
Interest calculation period | 360 days | ||||
IEP Energy LLC | CVR Partners, LP | LIBOR | Subsequent event | Letter of Credit | |||||
Related Party Transaction [Line Items] | |||||
Basis spread on variable rate (as a percent) | 3.00% | ||||
Insight Portfolio Group LLC | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction payments | $ 100,000 | $ 0 | |||
Line of Credit | East Dubuque | Subsequent event | Secured Debt | |||||
Related Party Transaction [Line Items] | |||||
Borrowing capacity | $ 50,000,000 |
Business Segments - Additional
Business Segments - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($)segment | Mar. 31, 2015USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | segment | 2 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 905.5 | $ 1,388.9 |
Cost of product sold (exclusive of depreciation and amortization) | 736.8 | 1,073.6 |
Intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Net sales | (1.6) | (8.6) |
Cost of product sold (exclusive of depreciation and amortization) | (1.8) | (8.3) |
Intersegment elimination | Petroleum | ||
Segment Reporting Information [Line Items] | ||
Net sales | 0.4 | 2.1 |
Cost of product sold (exclusive of depreciation and amortization) | 1.1 | 6.5 |
Intersegment elimination | Nitrogen Fertilizer | ||
Segment Reporting Information [Line Items] | ||
Net sales | 1.1 | 6.5 |
Cost of product sold (exclusive of depreciation and amortization) | $ 0.7 | $ 1.8 |
Business Segments - Summary of
Business Segments - Summary of Operating Results and Capital Expenditures by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 905.5 | $ 1,388.9 | |
Cost of product sold (exclusive of depreciation and amortization) | 736.8 | 1,073.6 | |
Direct operating expenses (exclusive of depreciation and amortization) | 141.4 | 111.4 | |
Depreciation and amortization | 40 | 42 | |
Operating income (loss) | (39.9) | 136.6 | |
Capital expenditures | 47.5 | 45.5 | |
Total assets | 3,183.5 | $ 3,299.4 | |
Goodwill | 41 | 41 | |
Operating Segments | Petroleum | |||
Segment Reporting Information [Line Items] | |||
Net sales | 834 | 1,304.4 | |
Cost of product sold (exclusive of depreciation and amortization) | 722.3 | 1,056.1 | |
Direct operating expenses (exclusive of depreciation and amortization) | 117.7 | 87 | |
Depreciation and amortization | 31.5 | 34 | |
Operating income (loss) | (56) | 109.2 | |
Capital expenditures | 44 | 41.7 | |
Total assets | 2,116.9 | 2,189 | |
Goodwill | 0 | 0 | |
Operating Segments | Nitrogen Fertilizer | |||
Segment Reporting Information [Line Items] | |||
Net sales | 73.1 | 93.1 | |
Cost of product sold (exclusive of depreciation and amortization) | 16.3 | 25.8 | |
Direct operating expenses (exclusive of depreciation and amortization) | 23.7 | 24.4 | |
Depreciation and amortization | 7 | 6.8 | |
Operating income (loss) | 19.7 | 31.5 | |
Capital expenditures | 1.7 | 2.7 | |
Total assets | 529.2 | 536.3 | |
Goodwill | 41 | 41 | |
Intersegment elimination | |||
Segment Reporting Information [Line Items] | |||
Net sales | (1.6) | (8.6) | |
Cost of product sold (exclusive of depreciation and amortization) | (1.8) | (8.3) | |
Intersegment elimination | Petroleum | |||
Segment Reporting Information [Line Items] | |||
Net sales | 0.4 | 2.1 | |
Cost of product sold (exclusive of depreciation and amortization) | 1.1 | 6.5 | |
Intersegment elimination | Nitrogen Fertilizer | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1.1 | 6.5 | |
Cost of product sold (exclusive of depreciation and amortization) | 0.7 | 1.8 | |
Other | |||
Segment Reporting Information [Line Items] | |||
Direct operating expenses (exclusive of depreciation and amortization) | 0 | 0 | |
Depreciation and amortization | 1.5 | 1.2 | |
Operating income (loss) | (3.6) | (4.1) | |
Capital expenditures | 1.8 | $ 1.1 | |
Total assets | 537.4 | 574.1 | |
Goodwill | $ 0 | $ 0 |
Subsequent Events - Dividends a
Subsequent Events - Dividends and Distributions (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 27, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Dividend | |||
Dividends declared per share (in dollars per share) | $ 0.50 | $ 0.5 | |
Dividends declared | $ 43.4 | ||
IEP Energy LLC | |||
Dividend | |||
Ownership percentage held by controlling stockholder | 82.00% | ||
Subsequent event | |||
Dividend | |||
Dividends declared per share (in dollars per share) | $ 0.5 | ||
Dividends declared | $ 43.4 | ||
Subsequent event | CVR Partners, LP | |||
Distribution | |||
Declared distribution to limited partner (in dollars per share) | $ 0.27 | ||
Declared distribution to limited partner | $ 30.6 | ||
Expected proceeds from distribution | $ 10.5 | ||
Subsequent event | IEP Energy LLC | |||
Dividend | |||
Ownership percentage held by controlling stockholder | 82.00% | ||
Subsequent event | IEP Energy LLC | IEP Energy LLC | |||
Dividend | |||
Dividends declared | $ 35.6 |
Subsequent Events - Rentech Mer
Subsequent Events - Rentech Mergers (Details) - USD ($) | Apr. 01, 2016 | Mar. 31, 2016 | Mar. 14, 2016 |
Subsequent Event [Line Items] | |||
Common units purchased | 400,000 | ||
Disposed of by Sale | East Dubuque | |||
Subsequent Event [Line Items] | |||
Percentage of subsidiary sold | 100.00% | ||
Subsequent event | Senior Notes | Second Lien Notes due 2021 | East Dubuque | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount | $ 320,000,000 | ||
Stated interest rate (as a percent) | 6.50% | ||
Period to repurchase debt subsequent to merger | 90 days | ||
Redemption price, as a percentage | 101.00% | ||
Subsequent event | Secured Debt | Line of Credit | East Dubuque | |||
Subsequent Event [Line Items] | |||
Borrowing capacity | $ 50,000,000 | ||
Subsequent event | Secured Debt | Line of Credit | Wells Fargo Credit Agreement | East Dubuque | |||
Subsequent Event [Line Items] | |||
Borrowing capacity | 50,000,000 | ||
Subsequent event | Secured Debt | Line of Credit | Wells Fargo Credit Agreement | CVR Partners, LP | |||
Subsequent Event [Line Items] | |||
Repayments of debt | 49,400,000 | ||
Subsequent event | Letter of Credit | Line of Credit | Wells Fargo Credit Agreement | East Dubuque | |||
Subsequent Event [Line Items] | |||
Borrowing capacity | $ 10,000,000 | ||
Subsequent event | East Dubuque Merger | East Dubuque | |||
Subsequent Event [Line Items] | |||
Unit consideration received per outstanding common unit | 1.04 | ||
Cash consideration received per outstanding common unit | $ 2.57 | ||
Subsequent event | East Dubuque Merger | CVR Partners, LP | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 40,200,000 | ||
Cash consideration | $ 99,200,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent event - CVR Partners, LP | Apr. 01, 2016USD ($) |
Senior Notes | CRNF credit facility | |
Subsequent Event [Line Items] | |
Repurchased amount of debt | $ 125,000,000 |
Senior Notes | IEP Energy LLC | CRLLC Loan | |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 300,000,000 |
Loan term | 2 years |
Stated interest rate (as a percent) | 12.00% |
Interest calculation period | 360 days |
Senior Notes | AEPC | AEPC Facility | |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 320,000,000 |
Loan term | 2 years |
Stated interest rate (as a percent) | 12.00% |
Interest calculation period | 360 days |
East Dubuque Merger | |
Subsequent Event [Line Items] | |
Cash consideration | $ 99,200,000 |