Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 28, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | CVR Partners, LP | |
Entity Central Index Key | 1,425,292 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
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 | 73,122,997 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 66,981 | $ 79,914 |
Accounts receivable, net of allowance for doubtful accounts of $18 and $34, at June 30, 2015 and December 31, 2014, respectively | 10,397 | 7,136 |
Inventories | 35,721 | 35,614 |
Prepaid expenses and other current assets, including $876 and $1,848 from affiliates at June 30, 2015 and December 31, 2014, respectively | 4,687 | 6,914 |
Total current assets | 117,786 | 129,578 |
Property, plant, and equipment, net of accumulated depreciation | 397,828 | 404,934 |
Goodwill | 40,969 | 40,969 |
Deferred financing costs, net | 0 | 272 |
Other long-term assets, including $882 and $957 with affiliates at June 30, 2015 and December 31, 2014, respectively | 3,376 | 3,086 |
Total assets | 559,959 | 578,839 |
Current liabilities: | ||
Current portion of long-term debt | 125,000 | 0 |
Accounts payable, including $1,843 and $2,279 due to affiliates at June 30, 2015 and December 31, 2014, respectively | 14,637 | 12,747 |
Personnel accruals, including $1,710 and $1,129 with affiliates at June 30, 2015 and December 31, 2014, respectively | 4,382 | 3,785 |
Deferred revenue | 1,911 | 13,613 |
Accrued expenses and other current liabilities, including $1,295 and $2,094 with affiliates at June 30, 2015 and December 31, 2014, respectively | 5,695 | 9,562 |
Total current liabilities | 151,625 | 39,707 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 0 | 125,000 |
Other long-term liabilities | 16 | 201 |
Total long-term liabilities | $ 16 | $ 125,201 |
Commitments and contingencies | ||
Partners’ capital: | ||
Common unitholders 73,122,997 units issued and outstanding at June 30, 2015 and December 31, 2014 | $ 408,932 | $ 414,968 |
General partner interest | 1 | 1 |
Accumulated other comprehensive loss | (615) | (1,038) |
Total partners’ capital | 408,318 | 413,931 |
Total liabilities and partners’ capital | $ 559,959 | $ 578,839 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 18 | $ 34 |
Prepaid expenses and other current assets, from affiliates | 876 | 1,848 |
Other long-term assets, with affiliates | 882 | 957 |
Accounts payable, due to affiliates | 1,843 | 2,279 |
Personnel accruals, with affiliates | 1,710 | 1,129 |
Accrued expenses and other current liabilities, with affiliates | $ 1,295 | $ 2,094 |
Common unitholders, units issued (in units) | 73,122,997 | 73,122,997 |
Common unitholders, units outstanding (in units) | 73,122,997 | 73,122,997 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net sales | $ 80,815 | $ 77,215 | $ 173,865 | $ 157,531 |
Operating costs and expenses: | ||||
Cost of product sold (exclusive of depreciation and amortization) | 15,424 | 19,436 | 41,193 | 41,144 |
Direct operating costs (exclusive of depreciation and amortization) | 25,146 | 26,917 | 49,560 | 51,106 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 4,523 | 5,270 | 9,106 | 9,924 |
Depreciation and amortization | 7,010 | 6,792 | 13,829 | 13,459 |
Total operating costs and expenses | 52,103 | 58,415 | 113,688 | 115,633 |
Operating income | 28,712 | 18,800 | 60,177 | 41,898 |
Other income (expense): | ||||
Interest expense and other financing costs | (1,717) | (1,669) | (3,414) | (3,328) |
Interest income | 12 | 6 | 24 | 12 |
Other income, net | 5 | 0 | 11 | 15 |
Total other income (expense) | (1,700) | (1,663) | (3,379) | (3,301) |
Income before income tax expense | 27,012 | 17,137 | 56,798 | 38,597 |
Income tax expense (benefit) | (4) | 7 | 8 | 14 |
Net income | $ 27,016 | $ 17,130 | $ 56,790 | $ 38,583 |
Net income per common unit – basic (in usd per units) | $ 0.37 | $ 0.23 | $ 0.78 | $ 0.53 |
Net income per common unit – diluted (in usd per units) | $ 0.37 | $ 0.23 | $ 0.78 | $ 0.53 |
Weighted-average common units outstanding: | ||||
Basic (in units) | 73,123 | 73,113 | 73,123 | 73,113 |
Diluted (in units) | 73,131 | 73,146 | 73,131 | 73,145 |
Affiliates | ||||
Operating costs and expenses: | ||||
Cost of product sold (exclusive of depreciation and amortization) | $ 2,184 | $ 2,327 | $ 4,002 | $ 4,573 |
Direct operating costs (exclusive of depreciation and amortization) | 1,195 | 817 | 2,222 | 1,570 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 3,361 | 3,973 | 6,628 | 7,509 |
Third parties | ||||
Operating costs and expenses: | ||||
Cost of product sold (exclusive of depreciation and amortization) | 13,240 | 17,109 | 37,191 | 36,571 |
Direct operating costs (exclusive of depreciation and amortization) | 23,951 | 26,100 | 47,338 | 49,536 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | $ 1,162 | $ 1,297 | $ 2,478 | $ 2,415 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 27,016 | $ 17,130 | $ 56,790 | $ 38,583 |
Other comprehensive income (loss): | ||||
Change in fair value of interest rate swap | (38) | (98) | (110) | (193) |
Net loss reclassified into income on settlement of interest rate swaps | 266 | 273 | 533 | 541 |
Other comprehensive income (loss) | 228 | 175 | 423 | 348 |
Total comprehensive income | $ 27,244 | $ 17,305 | $ 57,213 | $ 38,931 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Total | Common Units | General Partner Interest | Accumulated Other Comprehensive Income/(Loss) |
Balance (in units) at Dec. 31, 2014 | 73,122,997 | |||
Balance at Dec. 31, 2014 | $ 413,931 | $ 414,968 | $ 1 | $ (1,038) |
Increase (Decrease) in Partners' Capital | ||||
Cash distributions to common unitholders – Affiliates | (33,471) | (33,471) | ||
Cash distributions to common unitholders – Non-affiliates | (29,415) | (29,415) | ||
Share-based compensation – Affiliates | 60 | 60 | ||
Net income | 56,790 | $ 56,790 | ||
Net gains (losses) on interest rate swaps | 423 | 423 | ||
Balance (in units) at Jun. 30, 2015 | 73,122,997 | |||
Balance at Jun. 30, 2015 | $ 408,318 | $ 408,932 | $ 1 | $ (615) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 56,790 | $ 38,583 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 13,829 | 13,459 |
Allowance for doubtful accounts | (16) | (20) |
Amortization of deferred financing costs | 479 | 478 |
(Gain) loss on disposition of fixed assets | 22 | 406 |
Share-based compensation | 289 | 209 |
Change in assets and liabilities: | ||
Accounts receivable | (3,245) | (353) |
Inventories | (107) | 2,151 |
Prepaid expenses and other current assets | 2,020 | 3,880 |
Other long-term assets | (52) | (300) |
Accounts payable | 908 | (2,971) |
Deferred revenue | (11,702) | (297) |
Accrued expenses and other current liabilities | (4,395) | 3,237 |
Other long-term liabilities | (2) | (68) |
Net cash provided by operating activities | 55,954 | 59,954 |
Cash flows from investing activities: | ||
Capital expenditures | (6,033) | (7,491) |
Proceeds from sale of assets | 32 | 91 |
Net cash used in investing activities | (6,001) | (7,400) |
Cash flows from financing activities: | ||
Cash distributions to common unitholders – Affiliates | (33,471) | (31,525) |
Cash distributions to common unitholders – Non-affiliates | (29,415) | (27,696) |
Redemption of common units | 0 | (5) |
Net cash used in financing activities | (62,886) | (59,226) |
Net increase (decrease) in cash and cash equivalents | (12,933) | (6,672) |
Cash and cash equivalents, beginning of period | 79,914 | 85,142 |
Cash and cash equivalents, end of period | 66,981 | 78,470 |
Supplemental disclosures: | ||
Cash paid for income taxes, net | 35 | 33 |
Cash paid for interest, net of capitalized interest of $79 in 2014 | 2,934 | 2,849 |
Non-cash investing and financing activities: | ||
Construction in progress additions included in accounts payable | 2,048 | 2,571 |
Change in accounts payable related to construction in progress | 982 | 705 |
Affiliates | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Share-based compensation | $ 1,136 | $ 1,560 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2014USD ($) | |
Statement of Cash Flows [Abstract] | |
Capitalized interest | $ 79 |
Formation of the Partnership, O
Formation of the Partnership, Organization and Nature of Business | 6 Months Ended |
Jun. 30, 2015 | |
Formation of the Partnership, Organization and Nature of Business | |
Formation of the Partnership, Organization and Nature of Business | (1) Formation of the Partnership, Organization and Nature of Business Organization CVR Partners, LP (referred to as "CVR Partners" or the "Partnership") is a Delaware limited partnership, formed in June 2007 by CVR Energy, Inc. (together with its subsidiaries, but excluding the Partnership and its subsidiaries, "CVR Energy") to own Coffeyville Resources Nitrogen Fertilizers, LLC ("CRNF"). CRNF is an independent producer and marketer of upgraded nitrogen fertilizer products sold in North America. CRNF operates a dual-train coke gasifier plant that produces high-purity hydrogen, most of which is subsequently converted to ammonia and upgraded to urea ammonium nitrate ("UAN"). CRNF produces and distributes nitrogen fertilizer products, which are used primarily by farmers to improve the yield and quality of their crops. CRNF's principal products are UAN and ammonia. These products are manufactured at CRNF's facility in Coffeyville, Kansas. CRNF's product sales are heavily weighted toward UAN and all of its products are sold on a wholesale basis. Operation of Partnership Subsequent to the closing of the Partnership's initial public offering (the "Initial Public Offering"), in April 2011 and through May 27, 2013, public security holders held approximately 30% of the Partnership's common units and Coffeyville Resources, LLC ("CRLLC"), a wholly-owned subsidiary of CVR Energy, held approximately 70% of the Partnership's common units and the general partner interest. As of June 30, 2015 , Icahn Enterprises L.P. ("IEP") and its affiliates owned approximately 82% of the shares of CVR Energy. On May 28, 2013, CRLLC sold 12,000,000 of the Partnership's common units to the public in a registered public offering (the "Secondary Offering"). The Partnership did not receive any of the proceeds from the sale of common units by CRLLC. Subsequent to the closing of the Secondary Offering and as of June 30, 2015 , public security holders held approximately 47% of the Partnership's common units and CRLLC held approximately 53% of the Partnership's common units and 100% of the general partner interest. CVR GP, LLC (“CVR GP” or the “general partner”) manages and operates the Partnership. Common unitholders have only limited voting rights on matters affecting the Partnership. In addition, common unitholders have no right to elect the general partner's directors on an annual or continuing basis. The Partnership is operated by a combination of the general partner's senior management team and CVR Energy's senior management team pursuant to a services agreement among CVR Energy, CVR GP and the Partnership. The various rights and responsibilities of the Partnership's partners are set forth in the limited partnership agreement. The Partnership also is party to a number of agreements with CVR Energy and CVR GP to regulate certain business relations between the Partnership and the other parties thereto. See Note 13 ("Related Party Transactions") for further discussion. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | (2) Basis of Presentation The accompanying Partnership condensed consolidated financial statements include the accounts of CVR Partners and CRNF, its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. 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”). These condensed consolidated financial statements should be read in conjunction with the December 31, 2014 audited consolidated financial statements and notes thereto included in CVR Partners’ Annual Report on Form 10-K for the year ended December 31, 2014 , which was filed with the SEC as of February 20, 2015 (the "2014 Form 10-K"). The condensed consolidated financial statements include certain selling, general and administrative expenses and direct operating expenses that CVR Energy and its subsidiaries incurred on behalf of the Partnership. These related party transactions are governed by the services agreement. See Note 13 ("Related Party Transactions") for additional discussion of the services agreement and billing and allocation of certain costs. In the opinion of the Partnership’s management, the accompanying condensed consolidated financial statements and related notes reflect all adjustments (consisting only of normal recurring adjustments) that are necessary to fairly present the financial position of the Partnership as of June 30, 2015 and December 31, 2014 , the results of operations and comprehensive income of the Partnership for the three and six months ended June 30, 2015 and 2014 , the cash flows of the Partnership for the six months ended June 30, 2015 and 2014 and the changes in partners’ capital for the Partnership for the six months ended June 30, 2015 . The preparation of 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, 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, 2015 or any other interim or annual period. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | (3) Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("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. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The standard is 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 Partnership 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 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 31, 2015 and is required to be applied on a retrospective basis. Early adoption is permitted. The Partnership expects that the adoption of ASU 2015-03 will result in a reclassification of certain debt issuance costs on the Condensed Consolidated Balance Sheets. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | (4) Share‑Based Compensation Certain employees of CVR Partners and employees of CVR Energy who perform services for the Partnership under the services agreement with CVR Energy participate in equity compensation plans of CVR Partners' affiliates. Accordingly, CVR Partners has recorded compensation expense for these plans. All compensation expense related to these plans for full-time employees of CVR Partners has been allocated 100% to the Partnership. For employees of CVR Energy, the Partnership records share-based compensation relative to the percentage of time spent by each employee providing services to the Partnership as compared to the total calculated share-based compensation by CVR Energy. The Partnership is not responsible for payment of the allocated share-based compensation for certain plans as discussed below. Allocated expense amounts related to plans for which the Partnership is not responsible for payment are reflected as an increase or decrease to partners' capital. Long-Term Incentive Plan – CVR Energy CVR Energy has a Long-Term Incentive Plan (“CVR Energy LTIP”) that 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 June 30, 2015 , only grants of restricted stock units under the CVR Energy LTIP remain outstanding. Individuals who are eligible to receive awards and grants under the CVR Energy LTIP include CVR Energy’s or its subsidiaries’ (including the Partnership) employees, officers, consultants and directors. Restricted Stock Units Through the CVR Energy LTIP, shares of restricted common stock were previously granted to employees of CVR Energy. These restricted shares are generally graded-vesting awards, which vest over a three -year period. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. The IEP acquisition of CVR Energy and related Transaction Agreement, dated April 18, 2012, between CVR Energy and an affiliate of IEP (the “Transaction Agreement”) triggered a modification to outstanding awards under the CVR Energy LTIP. Pursuant to the Transaction Agreement, restricted shares scheduled to vest in 2013, 2014 and 2015 were converted to restricted stock units whereby the awards would be settled in cash upon vesting in an amount equal to the lesser of the offer price of $30.00 per share or the fair market value as determined at the most recent valuation date of December 31 of each year. The awards are remeasured at each subsequent reporting date until they vest. In 2012 and 2013, restricted stock units and dividend equivalent rights were granted to certain employees of CVR Energy and its subsidiaries. The awards are expected to vest over three years, with one-third of the award vesting each year. Each restricted stock unit and dividend equivalent right represents the right to receive, upon vesting, a cash payment equal to (a) the fair market value of one share of CVR Energy's common stock, plus (b) the cash value of all dividends declared and paid per share of CVR Energy's common stock from the grant date to and including the vesting date. The awards will be remeasured at each subsequent reporting date until they vest. Assuming the allocation of costs from CVR Energy remains consistent with the allocation percentages in place at June 30, 2015 , the amount of total unrecognized compensation cost related to restricted stock units and associated dividend equivalent rights was nominal and will be recognized over a weighted-average period of approximately 0.5 years. Inclusion of a vesting table would not be meaningful due to changes in allocation percentages that may occur from time to time. The unrecognized compensation expense has been determined by the number of restricted stock units and associated dividend equivalent rights and respective allocation percentage for individuals for whom, as of June 30, 2015 , compensation expense has been allocated to the Partnership. Compensation expense recorded for the three months ended June 30, 2015 and 2014 , related to the awards, was approximately $2,000 and $0.1 million , respectively. Compensation expense recorded for the six months ended June 30, 2015 and 2014 , related to the awards, was approximately $28,000 and $0.1 million , respectively. The Partnership is not responsible for the payment of CVR Energy restricted stock units and associated dividend equivalent rights, and accordingly, the expenses recorded have been reflected as increases to partners' capital. Performance Unit Awards Mr. Lipinski, CVR Energy's Chief Executive Officer and President, had performance unit awards that were fully vested as of December 31, 2014 and reimbursed as of March 31, 2015 with no remaining performance units outstanding. Total compensation expense recorded for the three and six months ended June 30, 2014 related to the performance unit awards was $0.3 million and $0.7 million , respectively. Incentive Unit Awards – CVR Energy In 2013, 2014 and 2015, CVR Energy granted awards of incentive units and distribution equivalent rights to certain employees of CRLLC, CVR Energy and the Partnership's general partner who provide shared services to CVR Energy and its subsidiaries (including the Partnership). 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 (a) the average fair market value of one common unit of CVR Refining, LP ("CVR Refining") in accordance with the award agreement, plus (b) the per unit cash value of all distributions declared and paid by CVR Refining 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. Assuming the allocation of costs from CVR Energy remains consistent with the allocation percentages in place at June 30, 2015 , there was approximately $0.8 million of total unrecognized compensation cost related to the incentive units and associated distribution equivalent rights to be recognized over a weighted-average period of approximately 1.4 years. Inclusion of a vesting table would not be meaningful due to changes in allocation percentages that may occur from time to time. The unrecognized compensation expense has been determined by the number of incentive units and respective allocation percentage for individuals for whom, as of June 30, 2015 , compensation expense has been allocated to the Partnership. Compensation expense recorded for the three months ended June 30, 2015 and 2014 related to the awards was approximately $0.2 million and $0.2 million , respectively. Compensation expense recorded for the six months ended June 30, 2015 and 2014 related to the awards was approximately $0.4 million and $0.3 million , respectively. The Partnership will be responsible for reimbursing CVR Energy for its allocated portion of the awards. As of June 30, 2015 and December 31, 2014 , the Partnership had a liability of $0.5 million and $0.2 million , respectively, for its allocated portion of non-vested incentive units and associated distribution equivalent rights, which is recorded in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. Long-Term Incentive Plan – CVR Partners The Partnership 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. Individuals who are eligible to receive awards pursuant to the CVR Partners LTIP include (1) employees of the Partnership and its subsidiaries, (2) employees of the general partner, (3) members of the board of directors of the general partner, and (4) CVR Partners' parent's employees, consultants and directors. Through the CVR Partners LTIP, phantom and common units have been awarded to employees of the Partnership and the general partner and to members of the board of directors of the general partner. Phantom unit awards made to employees of the general partner are considered a non-employee equity based award and are required to be marked-to-market each reporting period until they vest. Awards to employees of the Partnership and employees of the general partner vest over a three year period. The maximum number of common units issuable under the CVR Partners LTIP is 5,000,000 . As of June 30, 2015 , there were 4,820,215 common units available for issuance under the CVR Partners LTIP. As substantially all phantom unit awards discussed below are cash settled awards, they do not reduce the number of common units outstanding. Certain Units and Phantom Units In 2013 and during 2014, awards of phantom units and distribution equivalent rights were granted to certain employees of the Partnership and its subsidiaries' employees and the employees of the general partner. 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 phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (a) the average fair market value of one unit of the Partnership's common units in accordance with the award agreement, plus (b) the per unit cash value of all distributions declared and paid by the 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 during the six months ended June 30, 2015 is presented below: Phantom Units Weighted-Average Non-vested at January 1, 2015 243,946 $ 11.07 Granted — — Vested — — Forfeited (2,388 ) 10.99 Non-vested at June 30, 2015 241,558 $ 11.08 Unrecognized compensation expense associated with the unvested phantom units at June 30, 2015 was approximately $2.1 million and is expected to be recognized over a weighted average period of 1.4 years. Compensation expense recorded for the three months ended June 30, 2015 and 2014 related to the awards under the CVR Partners LTIP was approximately $0.4 million and $0.2 million , respectively. Compensation expense recorded for the six months ended June 30, 2015 and 2014 related to the awards under the CVR Partners LTIP was approximately $1.0 million and $0.6 million , respectively. As of June 30, 2015 and December 31, 2014 the Partnership had a liability of $1.2 million and $0.2 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 Unit Award In May 2014, the Partnership entered into a Phantom Unit Agreement with Mr. Pytosh, the Chief Executive Officer and President of the general partner, that included performance-based phantom units and distribution equivalent rights. Compensation cost for these awards is being recognized over the performance cycles of May 1, 2014 to December 31, 2014, January 1, 2015 to December 31, 2015 and January 1, 2016 to December 31, 2016, as the services are provided. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (a) the average closing price of the Partnership's common units in accordance with the agreement, multiplied by a performance factor that is based upon the level of the Partnership’s production of UAN, and (b) the per unit cash value of all distributions declared and paid by the Partnership from the grant date to and including the vesting date. Assuming the allocation of costs from CVR Energy remains consistent with the allocation percentages in place at June 30, 2015 , unrecognized compensation expense associated with the unvested units at June 30, 2015 was approximately $0.1 million and is expected to be recognized over a weighted average period of 1.0 years. Compensation expense recorded for the three months ended June 30, 2015 and 2014 related to the awards was approximately $10,000 and $46,000 , respectively. Compensation expense recorded for the six months ended June 30, 2015 and 2014 related to the awards was approximately $39,000 and $46,000 , respectively. The Partnership will be reimbursed by CVR Energy and CVR Refining for the portion of the award attributable to time Mr. Pytosh spends working on matters for those companies. As of June 30, 2015 and December 31, 2014 , the Partnership had a nominal liability for the non-vested phantom unit award and associated distribution equivalent rights, which is recorded in personnel accruals on the Condensed Consolidated Balance Sheets. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | (5) Inventories Inventories consisted of the following: June 30, December 31, (in thousands) Finished goods $ 8,569 $ 12,393 Raw materials and precious metals 10,041 9,333 Parts and supplies 17,111 13,888 $ 35,721 $ 35,614 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | (6) Property, Plant and Equipment A summary of costs and accumulated depreciation for property, plant and equipment is as follows: June 30, December 31, (in thousands) Land and improvements $ 5,441 $ 5,263 Buildings and improvements 2,830 2,266 Machinery and equipment 560,599 559,210 Automotive equipment 448 497 Furniture and fixtures 913 882 Railcars 14,850 14,524 Construction in progress 10,678 6,515 $ 595,759 $ 589,157 Less: Accumulated depreciation 197,931 184,223 Total property, plant and equipment, net $ 397,828 $ 404,934 Capitalized interest recognized as a reduction of interest expense for the three and six months ended June 30, 2014 totaled approximately $44,000 and $79,000 , respectively, and was $0 for the three and six months ended June 30, 2015 . Direct operating expenses exclude depreciation and amortization of approximately $6.9 million and $6.7 million for the three months ended June 30, 2015 and 2014 , respectively, and approximately $13.5 million and $13.3 million for the six months ended June 30, 2015 and 2014 , respectively. Cost of product sold expenses exclude depreciation and amortization of approximately $0.1 million and $0.1 million for the three months ended June 30, 2015 and 2014 , respectively, and approximately $0.3 million and $0.2 million for the six months ended June 30, 2015 and 2014 , respectively. Depreciation and amortization excluded from selling, general and administrative expenses was nominal for the three and six months ended June 30, 2015 and 2014 . |
Partners' Capital and Partnersh
Partners' Capital and Partnership Distributions | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Partners' Capital and Partnership Distributions | (7) Partners’ Capital and Partnership Distributions The Partnership has two types of partnership interests outstanding: • common units; and • a general partner interest, which is not entitled to any distributions, and which is held by the general partner. At June 30, 2015 , the Partnership had a total of 73,122,997 common units issued and outstanding, of which 38,920,000 common units were owned by CRLLC, representing approximately 53% of the total Partnership units outstanding. The board of directors of the Partnership's general partner has a policy for the Partnership to distribute all available cash generated on a quarterly basis. Cash distributions will be made to the common unitholders of record on the applicable record date, generally within 60 days after the end of each quarter. Available cash for each quarter will be determined by the board of directors of the general partner following the end of such quarter. Available cash for each quarter begins with Adjusted EBITDA reduced for cash needed for: (i) net cash interest expense (excluding capitalized interest) and debt service and other contractual obligations; (ii) maintenance capital expenditures; and (iii) to the extent applicable, major scheduled turnaround expenses and reserves for future operating or capital needs that the board of directors of the general partner deems necessary or appropriate, if any. Adjusted EBITDA is defined as EBITDA (net income before interest expense, net, income tax expense, depreciation and amortization) further adjusted for the impact of non-cash share-based compensation, and, where applicable, major scheduled turnaround expenses, loss on extinguishment of debt and loss on disposition of assets. Available cash for distribution may be increased by the release of previously established cash reserves, if any, at the discretion of the board of directors of the general partner. The board of directors of the general partner may modify the cash distribution policy at any time, and the partnership agreement does not require the board of directors of the general partner to make distributions at all. The following is a summary of cash distributions paid to the Partnership’s unitholders during 2015 for the respective quarters to which the distributions relate: December 31, March 31, Total Cash Distributions Paid in 2015 ($ in millions, expect per common unit amounts) Amount paid to CRLLC $ 16.0 $ 17.5 $ 33.5 Amounts paid to public unitholders 14.0 15.4 29.4 Total amount paid $ 30.0 $ 32.9 $ 62.9 Per common unit $ 0.41 $ 0.45 $ 0.86 Common units outstanding (in thousands) 73,123 73,123 On July 29, 2015 , the Board of Directors of the general partner of the Partnership declared a cash distribution for the second quarter of 2015 in the amount of $0.39 per common unit, or approximately $ 28.5 million in aggregate. The cash distribution will be paid on August 17, 2015 to the Partnership's unitholders of record at the close of business on August 10, 2015 . |
Net Income per Common Unit
Net Income per Common Unit | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Unit | (8) Net Income per Common Unit The Partnership's net income is allocated wholly to the common units, as the general partner does not have an economic interest. Basic and diluted net income per common unit is calculated by dividing net income by the weighted-average number of common units outstanding during the period and, when applicable, gives effect to certain units granted under the CVR Partners LTIP. The common units issued during the period are included on a weighted-average basis for the days in which they were outstanding. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | (9) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities were as follows: June 30, December 31, 2014 (in thousands) Property taxes $ 1,364 $ 1,376 Current interest rate swap liabilities 615 855 Accrued interest 458 458 Railcar maintenance accruals 384 2,827 Other accrued expenses and liabilities (1) 2,874 4,046 $ 5,695 $ 9,562 ____________ (1) Other accrued expenses and liabilities include amounts owed by the Partnership to Coffeyville Resources Refining & Marketing, LLC (“CRRM”), a related party, under the feedstock and shared services agreement and the services agreement. Refer to Note 13 ("Related Party Transactions") for additional discussion. |
Credit Facility
Credit Facility | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Credit Facility | (10) Credit Facility The Partnership's credit facility includes 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 June 30, 2015 and December 31, 2014 . There is no scheduled amortization. The credit facility matures in April 2016; therefore, the principal portion of the term loan is presented in current portion of long-term debt on the Condensed Consolidated Balance Sheet as of June 30, 2015 . The Partnership is considering capital structure and refinancing options associated with the credit facility maturity. Borrowings under the credit facility bear interest at either a Eurodollar rate or a base rate plus in either case a margin based on a pricing grid determined by the trailing four quarter leverage ratio. The margin for borrowings under the credit facility ranges from 3.50% to 4.25% for Eurodollar loans and 2.50% to 3.25% for base rate loans. Currently, the interest rate is either 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 first priority security interest (subject to certain customary exceptions) in substantially all of the assets of CVR Partners and CRNF. The credit facility requires CVR Partners 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, incurrence of liens, disposal of assets, making restricted payments, making investments or acquisitions, entry into sale-leaseback transactions and entry into affiliate transactions. The credit facility provides that the Partnership can make distributions to holders of the Partnership's common units provided the Partnership is in compliance with its leverage ratio and interest coverage ratio covenants on a pro forma basis after giving effect to such distribution and there is no default or event of default under the facility. As of June 30, 2015 , CVR Partners was in compliance with the covenants contained in the credit facility. |
Interest Rate Swap Agreements
Interest Rate Swap Agreements | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap Agreements | (11) Interest Rate Swap Agreements CRNF has two floating-to-fixed interest rate swap agreements for the purpose of hedging the interest rate risk associated with a portion of its $125.0 million floating rate term debt which matures in April 2016, as discussed further in Note 10 ("Credit Facility") . The aggregate notional amount covered under these agreements, which commenced on August 12, 2011 and expire on February 12, 2016, totals $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 receives a floating rate based on three month LIBOR and pays a fixed rate of 1.94% . Under the terms of the interest rate swap agreement entered into on July 1, 2011, CRNF receives a floating rate based on three month LIBOR and pays a fixed rate of 1.975% . Both swap agreements are settled every 90 days . The effect of these swap agreements is to lock in a fixed rate of interest of approximately 1.96% plus the applicable margin paid to lenders over three month LIBOR governed by the credit facility. At June 30, 2015 , the effective rate of the term loan facility, net of impact of the interest rate swap agreements, was approximately 4.57% . The agreements were designated as cash flow hedges at inception, and accordingly, the effective portion of the gain or loss on the swap is reported as a component of accumulated other comprehensive income (loss) (“AOCI”) and will be reclassified into interest expense when the interest rate swap transaction affects earnings. Any ineffective portion of the gain or loss will be recognized immediately in interest expense. The realized loss on the interest rate swap reclassified from AOCI into interest expense and other financing costs on the Condensed Consolidated Statements of Operations was $0.3 million and $0.3 million for the three months ended June 30, 2015 and 2014 , respectively, and $0.5 million and $0.5 million for the six months ended June 30, 2015 and 2014 , respectively. The interest rate swap agreements held by the Partnership also provide for the right to offset. However, as the interest rate swaps are in a liability position, there are no amounts offset in the Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014 . See Note 14 ("Fair Value Measurements") for discussion of the fair value of the interest rate swap agreements. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (12) Commitments and Contingencies Leases and Unconditional Purchase Obligations The minimum required payments for the Partnership’s operating leases and unconditional purchase obligations are as follows: Operating Leases Unconditional Purchase Obligations (1) (in thousands) Six months ending December 31, 2015 $ 2,780 $ 10,605 Year Ending December 31, 2016 4,943 14,848 2017 3,308 14,885 2018 2,496 13,386 2019 1,897 12,113 Thereafter 3,661 65,774 $ 19,085 $ 131,611 _____________ (1) This includes the Partnership’s purchase obligation for pet coke from CVR Refining and has been derived from a calculation of the average pet coke price paid to CVR Refining over the preceding two year period. See Note 13 ("Related Party Transactions") for further discussion of the coke supply agreement. CRNF leases railcars and facilities under long-term operating leases. Lease expense is included in cost of product sold (exclusive of depreciation and amortization) and for the three months ended June 30, 2015 and 2014 totaled approximately $1.2 million and $1.1 million , respectively. Lease expense for the six months ended June 30, 2015 and 2014 totaled approximately $2.3 million and $2.3 million , respectively. The lease agreements have various remaining terms. Some agreements are renewable, at CRNF’s option, for additional periods. It is expected, in the ordinary course of business, that leases will be renewed or replaced as they expire. During 2005, CRNF entered into the Amended and Restated On-Site Product Supply Agreement with The BOC Group, Inc. (as predecessor in interest to Linde LLC). Pursuant to the agreement, which expires in 2020, CRNF is required to take as available and pay for the supply of oxygen and nitrogen to the fertilizer operation. Expenses associated with this agreement are included in direct operating expenses (exclusive of depreciation and amortization), and, for the three months ended June 30, 2015 and 2014 , totaled approximately $0.8 million and $1.0 million , respectively. For the six months ended June 30, 2015 and 2014 , the expense totaled approximately $1.6 million and $2.0 million , respectively. The Partnership is a party to a pet coke supply agreement with HollyFrontier Corporation. The term of this agreement ends in December 2015 and may be renewed. The delivered cost of this pet coke is included in cost of product sold (exclusive of depreciation and amortization) and totaled approximately $1.0 million and $1.0 million , respectively, for the three months ended June 30, 2015 and 2014 . For the six months ended June 30, 2015 and 2014 , these expenses totaled approximately $2.3 million and $2.3 million , respectively. Litigation From time to time, the Partnership 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, if any, 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 within the next year due to uncertainties inherent in litigation and settlement negotiations. Except as described below, there were no new proceedings or material developments in proceedings from those provided in the 2014 Form 10-K or in the quarterly report on Form 10-Q for the quarter ended March 31, 2015, which was filed with the SEC on May 1, 2015 (the "2015 Q1 Form 10-Q"). 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 are accurate. Environmental, Health and Safety (“EHS”) Matters CRNF is 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. All liabilities are monitored and adjusted regularly as new facts emerge or changes in laws or technology occur. 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 2014 Form 10-K or the 2015 Q1 Form 10-Q. CRNF believes it is in substantial compliance with existing EHS rules and regulations. There can be no assurance that the EHS matters which may develop in the future will not have a material adverse effect on the Partnership's business, financial condition or results of operations. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (13) Related Party Transactions Related Party Agreements CVR Partners is party to, or otherwise subject to certain agreements with CVR Energy and its subsidiaries (including CVR Refining and its subsidiaries) that govern the business relations among each party including: the (i) Feedstock and Shared Services Agreement; (ii) Coke Supply Agreement; (iii) Environmental Agreement; (iv) Services Agreement; (v) GP Services Agreement and (vi) Limited Partnership Agreement. Except as otherwise described below, there have been no new developments or material changes to these agreements from those provided in the 2014 Form 10-K. Amounts owed to CVR Partners and CRNF from CVR Energy and its subsidiaries with respect to these agreements are included in prepaid expenses and other current assets and other long-term assets on the Condensed Consolidated Balance Sheets. Conversely, amounts owed to CVR Energy and its subsidiaries by CVR Partners and CRNF with respect to these agreements are included in accounts payable, personnel accruals and accrued expenses and other current liabilities on the Partnership's Condensed Consolidated Balance Sheets. Feedstock and Shared Services Agreement CRNF is party to a feedstock and shared services agreement with CRRM under which the two parties provide feedstock and other services to one another. These feedstocks and services are utilized in the respective production processes of CRRM's Coffeyville, Kansas refinery and CRNF's nitrogen fertilizer plant. Pursuant to the feedstock and shared services agreement, CRNF and CRRM have agreed to transfer hydrogen to one another; provided, CRNF is not required to sell hydrogen to CRRM if such hydrogen is required for operation of CRNF's nitrogen fertilizer plant, if such sale would adversely affect the Partnership's classification as a partnership for federal income tax purposes, or if such sale would not be in CRNF's best interest. Net monthly sales of hydrogen to CRRM have been reflected as net sales for CVR Partners. Net monthly receipts of hydrogen from CRRM have been reflected in cost of product sold (exclusive of depreciation and amortization) for CVR Partners, when applicable. For the three months ended June 30, 2015 and 2014 , the net sales generated from the sale of hydrogen to CRRM were approximately $2.0 million and $0.9 million , respectively. For the six months ended June 30, 2015 and 2014 , the net sales generated from the sale of hydrogen to CRRM were approximately $8.5 million and $6.8 million , respectively. At June 30, 2015 and December 31, 2014 , there were approximately $0.3 million and $1.3 million , respectively, of receivables included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets associated with unpaid balances related to hydrogen sales. CRNF is also obligated to make available to CRRM any nitrogen produced by the Linde air separation plant that is not required for the operation of the nitrogen fertilizer plant, as determined by CRNF in a commercially reasonable manner. Reimbursed direct operating expenses (exclusive of depreciation and amortization) associated with nitrogen for the three months ended June 30, 2015 and 2014 , were approximately $0 and $0.3 million , respectively. Reimbursed direct operating expenses (exclusive of depreciation and amortization) associated with nitrogen for the six months ended June 30, 2015 and 2014 , were approximately $0 and $0.5 million , respectively. The agreement also provides a mechanism pursuant to which CRNF transfers a tail gas stream to CRRM. CRNF receives the benefit of eliminating a waste gas stream and recovers the fuel value of the tail gas system. For the three and six months ended June 30, 2015 and 2014 , the net sales generated from the sale of tail gas to CRRM were nominal. In April 2011, in connection with the tail gas stream transfers to CRRM, CRRM installed a pipe between the Coffeyville, Kansas refinery and the nitrogen fertilizer plant to transfer the tail gas. CRNF agreed to pay CRRM the cost of installing the pipe and provide an additional 15% to cover the cost of capital, which is due from CRNF to CRRM over four years . At June 30, 2015 and December 31, 2014 , there were assets of approximately $0.2 million and $0.2 million , respectively, included in prepaid expenses and other current assets and approximately $0.9 million and $1.0 million , respectively, included in other long-term assets. Additionally, at December 31, 2014 , there was a liability of approximately $0.1 million in accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. At June 30, 2015 and December 31, 2014 , receivables of approximately $0.1 million and $0.2 million , respectively, were included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets for amounts yet to be received related to components of the feedstock and shared services agreement, other than amounts related to hydrogen transfers and tail gas discussed above. At June 30, 2015 and December 31, 2014 , current obligations of approximately $0.8 million and $1.1 million , respectively, were included in accounts payable on the Condensed Consolidated Balance Sheets associated with unpaid balances related to components of the feedstock and shared services agreement, other than amounts related to hydrogen transfers and tail gas discussed above. Coke Supply Agreement CRNF is party to a coke supply agreement with CRRM pursuant to which CRRM supplies CRNF with pet coke. This agreement provides that CRRM must deliver to CRNF during each calendar year an annual required amount of pet coke equal to the lesser of (i) 100 percent of the pet coke produced at CRRM's Coffeyville, Kansas petroleum refinery or (ii) 500,000 tons of pet coke. CRNF is also obligated to purchase this annual required amount. If during a calendar month CRRM produces more than 41,667 tons of pet coke, then CRNF will have the option to purchase the excess at the purchase price provided for in the agreement. If CRNF declines to exercise this option, CRRM may sell the excess to a third party. CRNF obtains most (over 70% on average during the last five years ) of the pet coke it needs from CRRM's adjacent crude oil refinery pursuant to the pet coke supply agreement, and procures the remainder through a contract with HollyFrontier Corporation and on the open market. The price CRNF pays pursuant to the pet coke supply agreement is based on the lesser of a pet coke price derived from the price received for UAN, or the UAN-based price, and a pet coke price index. The UAN-based price begins with a pet coke price of $25 per ton based on a price per ton for UAN (exclusive of transportation cost), or netback price, of $205 per ton, and adjusts up or down $0.50 per ton for every $1.00 change in the netback price. The UAN-based price has a ceiling of $40 per ton and a floor of $5 per ton. CRNF will pay any taxes associated with the sale, purchase, transportation, delivery, storage or consumption of the pet coke. CRNF is entitled to offset any amount payable for the pet coke against any amount due from CRRM under the feedstock and shared services agreement between the parties. The cost of pet coke associated with the transfer of pet coke from CRRM to CRNF were approximately $2.1 million and $2.2 million for the three months ended June 30, 2015 and 2014 , respectively, which was recorded in cost of product sold (exclusive of depreciation and amortization). For the six months ended June 30, 2015 and 2014 , cost of pet coke associated with the transfer of pet coke from CRRM to CRNF was approximately $3.9 million and $4.5 million , respectively. Payables of $0.3 million and $0.5 million related to the coke supply agreement were included in accounts payable on the Condensed Consolidated Balance Sheets at June 30, 2015 and December 31, 2014 , respectively. Services Agreement CVR Partners obtains certain management and other services from CVR Energy pursuant to a services agreement between the Partnership, CVR GP and CVR Energy. Net amounts incurred under the services agreement for the three and six months ended June 30, 2015 and 2014 were as follows: Three Months Ended Six Months Ended 2015 2014 2015 2014 (in millions) Direct operating expenses (exclusive of depreciation and amortization) — Affiliates $ 1.0 $ 0.9 $ 1.9 $ 1.8 Selling, general and administrative expenses (exclusive of depreciation and amortization) — Affiliates 2.5 2.7 4.9 5.3 Total $ 3.5 $ 3.6 $ 6.8 $ 7.1 For services performed in connection with the services agreement, the Partnership recognized personnel costs, excluding amounts related to share-based compensation that are disclosed in Note 4 ("Share‑Based Compensation") , of $1.5 million and $1.5 million , respectively, for the three months ended June 30, 2015 and 2014 . For services performed in connection with the services agreement, the Partnership recognized personnel costs of $2.6 million and $2.8 million , respectively, for the six months ended June 30, 2015 and 2014 . At June 30, 2015 and December 31, 2014 , current obligations of $2.0 million and $2.6 million , respectively, were included in accounts payable and accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets with respect to amounts billed in accordance with the services agreement. At June 30, 2015 and December 31, 2014 , receivables of $0.2 million and $0.1 million , respectively, were included in prepaid expenses and other current assets on the Consolidated Balance Sheets associated for amounts yet to be received related to components of the services agreement. Limited Partnership Agreement The partnership agreement provides that the Partnership will reimburse its general partner for all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including salary, bonus, incentive compensation and other amounts paid to any person to perform services for the Partnership or for its general partner in connection with operating the Partnership). The Partnership reimbursed its general partner for the three months ended June 30, 2015 and 2014 approximately $1.0 million and $0.6 million , respectively, pursuant to the partnership agreement primarily for personnel costs related to the compensation of executives at the general partner, who manage the Partnership's business. For the six months ended June 30, 2015 and 2014 , approximately $2.1 million and $0.9 million were incurred related to amounts due for reimbursement, respectively. At June 30, 2015 and December 31, 2014 , current obligations of $1.7 million and $1.1 million , respectively, were included in personnel accruals on the Condensed Consolidated Balance Sheets related to amounts outstanding in accordance with the limited partnership agreement. Insight Portfolio Group Insight Portfolio Group LLC ("Insight Portfolio Group") is an entity formed by Mr. 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. The Partnership participates in Insight Portfolio Group’s buying group through its relationship with CVR Energy. The Partnership may purchase a variety of goods and services as members of the buying group at prices and on terms that management believes would be more favorable than those which would be achieved on a stand-alone basis. Transactions with Insight Portfolio Group for each of the reporting periods were nominal. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (14) Fair Value Measurements In accordance with ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC 820”), the Partnership 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 Partnership’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 June 30, 2015 and December 31, 2014 , respectively. June 30, 2015 Level 1 Level 2 Level 3 Total (in thousands) Financial Statement Caption and Description Cash equivalents (money market account) $ 45,344 $ — $ — $ 45,344 Other current liabilities (interest rate swaps) — 615 — 615 December 31, 2014 Level 1 Level 2 Level 3 Total (in thousands) Financial Statement Caption and Description Cash equivalents (money market account) $ 53,323 $ — $ — $ 53,323 Other current liabilities (interest rate swaps) — 855 — 855 Other long-term liabilities (interest rate swaps) — 183 — 183 Total Liabilities $ — $ 1,038 $ — $ 1,038 As of June 30, 2015 and December 31, 2014 , the only financial assets and liabilities that are measured at fair value on a recurring basis are the Partnership’s money market accounts and derivative instruments. The carrying value of the Partnership’s debt approximates fair value. The Partnership has interest rate swaps that are measured at fair value on a recurring basis using Level 2 inputs. See further discussion in Note 11 (“ Interest Rate Swap Agreements ”). The fair values of these interest rate swap instruments are based on discounted cash flow models that incorporate 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 Partnership had no transfers of assets or liabilities between any of the above levels during the six months ended June 30, 2015 . |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying Partnership condensed consolidated financial statements include the accounts of CVR Partners and CRNF, its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. 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”). These condensed consolidated financial statements should be read in conjunction with the December 31, 2014 audited consolidated financial statements and notes thereto included in CVR Partners’ Annual Report on Form 10-K for the year ended December 31, 2014 , which was filed with the SEC as of February 20, 2015 (the "2014 Form 10-K"). The condensed consolidated financial statements include certain selling, general and administrative expenses and direct operating expenses that CVR Energy and its subsidiaries incurred on behalf of the Partnership. These related party transactions are governed by the services agreement. See Note 13 ("Related Party Transactions") for additional discussion of the services agreement and billing and allocation of certain costs. In the opinion of the Partnership’s management, the accompanying condensed consolidated financial statements and related notes reflect all adjustments (consisting only of normal recurring adjustments) that are necessary to fairly present the financial position of the Partnership as of June 30, 2015 and December 31, 2014 , the results of operations and comprehensive income of the Partnership for the three and six months ended June 30, 2015 and 2014 , the cash flows of the Partnership for the six months ended June 30, 2015 and 2014 and the changes in partners’ capital for the Partnership for the six months ended June 30, 2015 . The preparation of 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, 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, 2015 or any other interim or annual period. |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("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. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The standard is 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 Partnership 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 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 31, 2015 and is required to be applied on a retrospective basis. Early adoption is permitted. The Partnership expects that the adoption of ASU 2015-03 will result in a reclassification of certain debt issuance costs on the Condensed Consolidated Balance Sheets. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of the phantom units activity | A summary of the phantom unit activity during the six months ended June 30, 2015 is presented below: Phantom Units Weighted-Average Non-vested at January 1, 2015 243,946 $ 11.07 Granted — — Vested — — Forfeited (2,388 ) 10.99 Non-vested at June 30, 2015 241,558 $ 11.08 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following: June 30, December 31, (in thousands) Finished goods $ 8,569 $ 12,393 Raw materials and precious metals 10,041 9,333 Parts and supplies 17,111 13,888 $ 35,721 $ 35,614 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of costs for property, plant, and equipment | A summary of costs and accumulated depreciation for property, plant and equipment is as follows: June 30, December 31, (in thousands) Land and improvements $ 5,441 $ 5,263 Buildings and improvements 2,830 2,266 Machinery and equipment 560,599 559,210 Automotive equipment 448 497 Furniture and fixtures 913 882 Railcars 14,850 14,524 Construction in progress 10,678 6,515 $ 595,759 $ 589,157 Less: Accumulated depreciation 197,931 184,223 Total property, plant and equipment, net $ 397,828 $ 404,934 |
Partners' Capital and Partner27
Partners' Capital and Partnership Distributions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Summary of cash distributions paid to unitholders | The following is a summary of cash distributions paid to the Partnership’s unitholders during 2015 for the respective quarters to which the distributions relate: December 31, March 31, Total Cash Distributions Paid in 2015 ($ in millions, expect per common unit amounts) Amount paid to CRLLC $ 16.0 $ 17.5 $ 33.5 Amounts paid to public unitholders 14.0 15.4 29.4 Total amount paid $ 30.0 $ 32.9 $ 62.9 Per common unit $ 0.41 $ 0.45 $ 0.86 Common units outstanding (in thousands) 73,123 73,123 |
Accrued Expenses and Other Cu28
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities were as follows: June 30, December 31, 2014 (in thousands) Property taxes $ 1,364 $ 1,376 Current interest rate swap liabilities 615 855 Accrued interest 458 458 Railcar maintenance accruals 384 2,827 Other accrued expenses and liabilities (1) 2,874 4,046 $ 5,695 $ 9,562 ____________ (1) Other accrued expenses and liabilities include amounts owed by the Partnership to Coffeyville Resources Refining & Marketing, LLC (“CRRM”), a related party, under the feedstock and shared services agreement and the services agreement. Refer to Note 13 ("Related Party Transactions") for additional discussion. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum required payments for operating leases and unconditional purchase obligations | The minimum required payments for the Partnership’s operating leases and unconditional purchase obligations are as follows: Operating Leases Unconditional Purchase Obligations (1) (in thousands) Six months ending December 31, 2015 $ 2,780 $ 10,605 Year Ending December 31, 2016 4,943 14,848 2017 3,308 14,885 2018 2,496 13,386 2019 1,897 12,113 Thereafter 3,661 65,774 $ 19,085 $ 131,611 _____________ (1) This includes the Partnership’s purchase obligation for pet coke from CVR Refining and has been derived from a calculation of the average pet coke price paid to CVR Refining over the preceding two year period. See Note 13 ("Related Party Transactions") for further discussion of the coke supply agreement. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Net amounts incurred under the services agreement for the three and six months ended June 30, 2015 and 2014 were as follows: Three Months Ended Six Months Ended 2015 2014 2015 2014 (in millions) Direct operating expenses (exclusive of depreciation and amortization) — Affiliates $ 1.0 $ 0.9 $ 1.9 $ 1.8 Selling, general and administrative expenses (exclusive of depreciation and amortization) — Affiliates 2.5 2.7 4.9 5.3 Total $ 3.5 $ 3.6 $ 6.8 $ 7.1 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 and December 31, 2014 , respectively. June 30, 2015 Level 1 Level 2 Level 3 Total (in thousands) Financial Statement Caption and Description Cash equivalents (money market account) $ 45,344 $ — $ — $ 45,344 Other current liabilities (interest rate swaps) — 615 — 615 December 31, 2014 Level 1 Level 2 Level 3 Total (in thousands) Financial Statement Caption and Description Cash equivalents (money market account) $ 53,323 $ — $ — $ 53,323 Other current liabilities (interest rate swaps) — 855 — 855 Other long-term liabilities (interest rate swaps) — 183 — 183 Total Liabilities $ — $ 1,038 $ — $ 1,038 |
Formation of the Partnership,32
Formation of the Partnership, Organization and Nature of Business (Details) - shares | May. 28, 2013 | Jun. 30, 2015 | May. 27, 2013 |
CVR Energy, Inc | IEP Energy LLC | |||
Formation of the Partnership, Organization and Nature of Business | |||
Aggregate ownership percentage | 82.00% | ||
Initial public offering | |||
Formation of the Partnership, Organization and Nature of Business | |||
Percentage of limited partner interest held by the public | 30.00% | ||
Initial public offering | CRLLC | |||
Formation of the Partnership, Organization and Nature of Business | |||
Limited partner interest (as a percent) | 70.00% | ||
Secondary offering | |||
Formation of the Partnership, Organization and Nature of Business | |||
Percentage of limited partner interest held by the public | 47.00% | ||
Secondary offering | CRLLC | |||
Formation of the Partnership, Organization and Nature of Business | |||
Limited partner interest (as a percent) | 53.00% | ||
Number of limited partner units sold in public offering | 12,000,000 | ||
General partner interest (as a percent) | 100.00% |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Share-Based Compensation | |||||
Percentage of allocation of share-based compensation expense | 100.00% | ||||
CVR Energy, Inc | Incentive Unit Award | |||||
Share-Based Compensation | |||||
Vesting period | 3 years | ||||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 5 months | ||||
Compensation expense | $ 200 | $ 200 | $ 400 | $ 300 | |
Number of shares considered for determining cash payment for each award upon vesting | 1 | ||||
Unrecognized compensation cost | 800 | $ 800 | |||
CVR Energy, Inc | Incentive Unit Award | Accrued Expenses and Other Current Liabilities | |||||
Share-Based Compensation | |||||
Current deferred compensation liability | $ 500 | $ 500 | $ 200 | ||
CVR Energy, Inc | CVR Energy LTIP | Restricted Stock | |||||
Share-Based Compensation | |||||
Vesting period | 3 years | ||||
Price at which holders of Shares will receive upon vesting of award (in dollars per share) | $ 30 | $ 30 | |||
CVR Energy, Inc | CVR Energy LTIP | Restricted stock units | |||||
Share-Based Compensation | |||||
Vesting period | 3 years | ||||
Number of shares right to receive cash payment on vesting equal to fair market value is received per award | 1 | ||||
Weighted-average period for amortization of unrecognized compensation cost | 6 months | ||||
Compensation expense | $ 2 | 100 | $ 28 | 100 | |
CVR Energy, Inc | CVR Energy LTIP | Restricted stock units | Tranche One | |||||
Share-Based Compensation | |||||
Vesting percentage | 33.33% | ||||
CVR Energy, Inc | CVR Energy LTIP | Restricted stock units | Tranche Two | |||||
Share-Based Compensation | |||||
Vesting percentage | 33.33% | ||||
CVR Energy, Inc | CVR Energy LTIP | Restricted stock units | Tranche Three | |||||
Share-Based Compensation | |||||
Vesting percentage | 33.33% | ||||
CVR Energy, Inc | CVR Energy LTIP | Performance Shares | Board of Directors Chairman | |||||
Share-Based Compensation | |||||
Compensation expense | $ 300 | $ 700 | |||
Units outstanding | 0 | 0 | |||
CVR Energy, Inc | CVR Energy LTIP | Incentive Unit Award | Tranche One | |||||
Share-Based Compensation | |||||
Vesting percentage | 33.33% | ||||
CVR Energy, Inc | CVR Energy LTIP | Incentive Unit Award | Tranche Two | |||||
Share-Based Compensation | |||||
Vesting percentage | 33.33% | ||||
CVR Energy, Inc | CVR Energy LTIP | Incentive Unit Award | Tranche Three | |||||
Share-Based Compensation | |||||
Vesting percentage | 33.33% |
Share-Based Compensation (Det34
Share-Based Compensation (Details 2) - CVR Partners LTIP - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Share-Based Compensation | |||||
Vesting period | 3 years | ||||
Common stock authorized for issuance (in shares) | 5,000,000 | 5,000,000 | |||
Common units available for issuance (in shares) | 4,820,215 | 4,820,215 | |||
Common Unit | Tranche One | |||||
Share-Based Compensation | |||||
Vesting percentage | 33.33% | ||||
Common Unit | Tranche Two | |||||
Share-Based Compensation | |||||
Vesting percentage | 33.33% | ||||
Common Unit | Tranche Three | |||||
Share-Based Compensation | |||||
Vesting percentage | 33.33% | ||||
Phantom Units | |||||
Share-Based Compensation | |||||
Vesting period | 3 years | ||||
Number of shares considered for determining cash payment for each award upon vesting | 1 | ||||
Unrecognized compensation cost | $ 2,100 | $ 2,100 | |||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 5 months | ||||
Phantom Units | Tranche One | |||||
Share-Based Compensation | |||||
Vesting percentage | 33.33% | ||||
Phantom Units | Tranche Two | |||||
Share-Based Compensation | |||||
Vesting percentage | 33.33% | ||||
Phantom Units | Tranche Three | |||||
Share-Based Compensation | |||||
Vesting percentage | 33.33% | ||||
Phantom Stock and Common Units | |||||
Share-Based Compensation | |||||
Compensation expense | 400 | $ 200 | $ 1,000 | $ 600 | |
Performance-Based Phantom Unit | |||||
Share-Based Compensation | |||||
Unrecognized compensation cost | 100 | $ 100 | |||
Weighted-average period for amortization of unrecognized compensation cost | 1 year | ||||
Compensation expense | 10 | $ 46 | $ 39 | $ 46 | |
Personnel Accruals | Phantom Stock and Common Units | |||||
Share-Based Compensation | |||||
Personnel accruals | $ 1,200 | $ 1,200 | $ 200 |
Share-Based Compensation (Det35
Share-Based Compensation (Details 3) - 6 months ended Jun. 30, 2015 - CVR Partners LTIP - Phantom Units - $ / shares | Total |
Non-vested shares activity | |
Non-vested at the beginning of the period (in shares) | 243,946 |
Granted (in shares) | 0 |
Vested (in shares) | 0 |
Forfeited (in shares) | (2,388) |
Non-vested at the end of the period (in shares) | 241,558 |
Weighted-Average Grant-Date Fair Value | |
Non-vested at the beginning of the period (in dollars per share) | $ 11.07 |
Granted (in dollars per share) | 0 |
Vested (in dollars per share) | 0 |
Forfeited (in dollars per share) | 10.99 |
Non-vested at the end of the period (in dollars per share) | $ 11.08 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 8,569 | $ 12,393 |
Raw materials and precious metals | 10,041 | 9,333 |
Parts and supplies | 17,111 | 13,888 |
Inventories | $ 35,721 | $ 35,614 |
Property, Plant and Equipment37
Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Property, Plant, and Equipment | |||||
Gross property, plant and equipment | $ 595,759,000 | $ 595,759,000 | $ 589,157,000 | ||
Less: Accumulated depreciation | 197,931,000 | 197,931,000 | 184,223,000 | ||
Total property, plant and equipment, net | 397,828,000 | 397,828,000 | 404,934,000 | ||
Capitalized interest | 0 | $ 44,000 | 0 | $ 79,000 | |
Depreciation and amortization not included in direct operating expenses | 6,900,000 | 6,700,000 | 13,500,000 | 13,300,000 | |
Depreciation and amortization not included in cost of products sold expense | 100,000 | $ 100,000 | 300,000 | $ 200,000 | |
Land and improvements | |||||
Property, Plant, and Equipment | |||||
Gross property, plant and equipment | 5,441,000 | 5,441,000 | 5,263,000 | ||
Buildings and improvements | |||||
Property, Plant, and Equipment | |||||
Gross property, plant and equipment | 2,830,000 | 2,830,000 | 2,266,000 | ||
Machinery and equipment | |||||
Property, Plant, and Equipment | |||||
Gross property, plant and equipment | 560,599,000 | 560,599,000 | 559,210,000 | ||
Automotive equipment | |||||
Property, Plant, and Equipment | |||||
Gross property, plant and equipment | 448,000 | 448,000 | 497,000 | ||
Furniture and fixtures | |||||
Property, Plant, and Equipment | |||||
Gross property, plant and equipment | 913,000 | 913,000 | 882,000 | ||
Railcars | |||||
Property, Plant, and Equipment | |||||
Gross property, plant and equipment | 14,850,000 | 14,850,000 | 14,524,000 | ||
Construction in progress | |||||
Property, Plant, and Equipment | |||||
Gross property, plant and equipment | $ 10,678,000 | $ 10,678,000 | $ 6,515,000 |
Partners' Capital and Partner38
Partners' Capital and Partnership Distributions (Details) $ / shares in Units, $ in Millions | Jul. 29, 2015USD ($)$ / shares | Mar. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Jun. 30, 2015partnership_interestshares |
Related Party Transaction [Line Items] | ||||
Number of types of partnership interests outstanding | partnership_interest | 2 | |||
Common units issued (in units) | 73,122,997 | 73,122,997 | ||
Common units outstanding (in units) | 73,122,997 | 73,122,997 | 73,122,997 | |
Maximum period after the end of each quarter of cash distribution to common unitholders | 60 days | |||
Declared distribution made to limited partner (per unit) | $ / shares | $ 0.45 | $ 0.41 | ||
Amount of declared distribution made to limited partner | $ | $ 32.9 | $ 30 | ||
CRLLC | ||||
Related Party Transaction [Line Items] | ||||
Common units outstanding (in units) | 38,920,000 | |||
Subsequent Event | ||||
Related Party Transaction [Line Items] | ||||
Declared distribution made to limited partner (per unit) | $ / shares | $ 0.39 | |||
Amount of declared distribution made to limited partner | $ | $ 28.5 | |||
Secondary offering | CRLLC | ||||
Related Party Transaction [Line Items] | ||||
Percentage of common units owned by CRLLC | 53.00% |
Partners' Capital and Partner39
Partners' Capital and Partnership Distributions (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Equity [Abstract] | ||||
Distribution declared, CRLLC | $ 17,500 | $ 16,000 | ||
Distribution declared, public unitholders | 15,400 | 14,000 | ||
Amount of declared distribution made to limited partner | $ 32,900 | $ 30,000 | ||
Cash distributions paid, CRLLC | $ 33,471 | $ 31,525 | ||
Cash distributions, public unitholders | 29,415 | $ 27,696 | ||
Amount of distribution made to limited partner | $ 62,900 | |||
Declared distribution made to limited partner (per unit) | $ 0.45 | $ 0.41 | ||
Distribution made to limited partner (per unit) | $ 0.86 | |||
Common units outstanding (in units) | 73,122,997 | 73,122,997 | 73,122,997 |
Accrued Expenses and Other Cu40
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
Payables and Accruals [Abstract] | |||
Property taxes | $ 1,364 | $ 1,376 | |
Current interest rate swap liabilities | 615 | 855 | |
Accrued interest | 458 | 458 | |
Railcar maintenance accruals | 384 | 2,827 | |
Other accrued expenses and liabilities | [1] | 2,874 | 4,046 |
Accrued expenses and other current liabilities | $ 5,695 | $ 9,562 | |
[1] | Other accrued expenses and liabilities include amounts owed by the Partnership to Coffeyville Resources Refining & Marketing, LLC (“CRRM”), a related party, under the feedstock and shared services agreement and the services agreement. Refer to Note 13 ("Related Party Transactions") for additional discussion. |
Credit Facility (Details)
Credit Facility (Details) | 6 Months Ended | |
Jun. 30, 2015USD ($)quarter | Dec. 31, 2014USD ($) | |
Credit Facility | ||
Number of trailing quarters used in calculating the leverage ratio | quarter | 4 | |
CRNF | Eurodollar | ||
Credit Facility | ||
Basis spread on variable rate (as a percent) | 3.50% | |
Variable rate basis | Eurodollar rate | |
CRNF | Eurodollar | Minimum | ||
Credit Facility | ||
Basis spread on variable rate (as a percent) | 3.50% | |
CRNF | Eurodollar | Maximum | ||
Credit Facility | ||
Basis spread on variable rate (as a percent) | 4.25% | |
CRNF | Prime | ||
Credit Facility | ||
Basis spread on variable rate (as a percent) | 2.50% | |
Variable rate basis | prime rate | |
CRNF | Prime | Minimum | ||
Credit Facility | ||
Basis spread on variable rate (as a percent) | 2.50% | |
CRNF | Prime | Maximum | ||
Credit Facility | ||
Basis spread on variable rate (as a percent) | 3.25% | |
Term loan facility | CRNF | ||
Credit Facility | ||
Debt instrument face amount | $ 125,000,000 | |
Revolving credit facility | CRNF | ||
Credit Facility | ||
Borrowing capacity | 25,000,000 | |
Amount outstanding under revolving credit facility | 0 | $ 0 |
Revolving credit facility | CRNF | Maximum | ||
Credit Facility | ||
Uncommitted incremental facility | $ 50,000,000 |
Interest Rate Swap (Details)
Interest Rate Swap (Details) - CRNF | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($)agreement | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)agreement | Jun. 30, 2014USD ($) | |
Term loan facility | ||||
Interest rate swap | ||||
Debt instrument face amount | $ 125,000,000 | $ 125,000,000 | ||
Designated as hedges | Interest rate swap agreements | ||||
Interest rate swap | ||||
Number of agreements | agreement | 2 | 2 | ||
Aggregate notional amount | $ 62,500,000 | $ 62,500,000 | ||
Average fixed rate of interest (as a percent) | 1.96% | 1.96% | ||
Effective rate (as a percent) | 4.57% | 4.57% | ||
Gain (loss) reclassified to earnings | $ (300,000) | $ (300,000) | $ (500,000) | $ (500,000) |
Designated as hedges | Interest rate swap agreements entered into on June 30, 2011 | ||||
Interest rate swap | ||||
Fixed rate (as a percent) | 1.94% | 1.94% | ||
Settlement period | 90 days | |||
Designated as hedges | Interest rate swap agreements entered into on July 1, 2011 | ||||
Interest rate swap | ||||
Fixed rate (as a percent) | 1.975% | 1.975% | ||
Settlement period | 90 days |
Commitments and Contingencies43
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Operating Leases | |||||
Six months ending December 31, 2015 | $ 2,780 | $ 2,780 | |||
2,016 | 4,943 | 4,943 | |||
2,017 | 3,308 | 3,308 | |||
2,018 | 2,496 | 2,496 | |||
2,019 | 1,897 | 1,897 | |||
Thereafter | 3,661 | 3,661 | |||
Operating leases | 19,085 | 19,085 | |||
Year ending December 31, 2013 | |||||
Six months ending December 31, 2015 | [1] | 10,605 | 10,605 | ||
2,016 | [1] | 14,848 | 14,848 | ||
2,017 | [1] | 14,885 | 14,885 | ||
2,018 | [1] | 13,386 | 13,386 | ||
2,019 | [1] | 12,113 | 12,113 | ||
Thereafter | [1] | 65,774 | 65,774 | ||
Unconditional purchase obligations | [1] | 131,611 | 131,611 | ||
CRNF | |||||
Unrecorded purchase agreements | |||||
Lease expense | $ 1,200 | $ 1,100 | $ 2,300 | $ 2,300 | |
Purchase obligation for pet coke | CVR Refining, LP | |||||
Unrecorded purchase agreements | |||||
Period for calculation of the average pet coke price paid to CVR Refining | 2 years | ||||
[1] | This includes the Partnership’s purchase obligation for pet coke from CVR Refining and has been derived from a calculation of the average pet coke price paid to CVR Refining over the preceding two year period. See Note 13 ("Related Party Transactions") for further discussion of the coke supply agreement. |
Commitments and Contingencies44
Commitments and Contingencies (Details 2) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
HollyFrontier Corporation | ||||
Long-term commitments | ||||
Expenses related to agreement | $ 1 | $ 1 | $ 2.3 | $ 2.3 |
Material | Linde, Inc. | CRNF | ||||
Long-term commitments | ||||
Expenses related to agreement | $ 0.8 | $ 1 | $ 1.6 | $ 2 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2011 | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)affiliate | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Related Party Transaction [Line Items] | ||||||
Number of parties | affiliate | 2 | |||||
Revenue from related party | $ 80,815 | $ 77,215 | $ 173,865 | $ 157,531 | ||
Receivables | 876 | 876 | $ 1,848 | |||
Other long-term assets, with affiliates | 882 | 882 | 957 | |||
Accounts payable, due to affiliates | 1,843 | 1,843 | 2,279 | |||
Hydrogen | CRNF | Feedstock and Shared Services Agreement | CRRM | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related party | 2,000 | 900 | 8,500 | 6,800 | ||
Nitrogen | Feedstock and Shared Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction incurred | 0 | $ 300 | 0 | $ 500 | ||
Tail gas | CRNF | Feedstock and Shared Services Agreement | CRRM | ||||||
Related Party Transaction [Line Items] | ||||||
Receivables | 200 | 200 | 200 | |||
Percentage of payment agreed to be paid for cost of capital in fourth year | 15.00% | |||||
Period for payment of cost of installation of pipe | 4 years | |||||
Other long-term assets, with affiliates | 900 | 900 | 1,000 | |||
Accounts payable, due to affiliates | 100 | |||||
Products and services, excluding hydrogen and tail gas | Feedstock and Shared Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Receivables | 100 | 100 | 200 | |||
Accounts payable, due to affiliates | 800 | 800 | 1,100 | |||
Prepaid expenses and other current assets | Hydrogen | Feedstock and Shared Services Agreement | CRRM | ||||||
Related Party Transaction [Line Items] | ||||||
Receivables | $ 300 | $ 300 | $ 1,300 |
Related Party Transactions (D46
Related Party Transactions (Details 2) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)T$ / T | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Related Party Transaction [Line Items] | |||||
Cost of product sold | $ | $ 15,424 | $ 19,436 | $ 41,193 | $ 41,144 | |
Accounts payable, due to affiliates | $ | 1,843 | 1,843 | $ 2,279 | ||
Petroleum coke | Coke Supply Agreement | |||||
Related Party Transaction [Line Items] | |||||
Cost of product sold | $ | 2,100 | $ 2,200 | 3,900 | $ 4,500 | |
Accounts payable, due to affiliates | $ | $ 300 | $ 300 | $ 500 | ||
Petroleum coke | CRNF | Coke Supply Agreement | CRRM | |||||
Related Party Transaction [Line Items] | |||||
Percentage of annual production of pet coke to be delivered | 100.00% | ||||
Annual production of pet coke | T | 500,000 | ||||
Period for which average percentage of pet coke is obtained from CRRM's adjacent crude oil refinery | 5 years | ||||
Pet coke price used to calculate the UAN-based price under the related party agreement (in dollars per ton) | 25 | ||||
UAN-based netback price, exclusive of transportation cost, under the related party agreement (in dollars per ton) | 205 | ||||
Pet coke price adjustment for every $1.00 change in the UAN netback price, exclusive of transportation cost, used to calculate the UAN-based price under the related party agreement (in dollars per ton) | 0.5 | ||||
UAN-based netback price change, exclusive of transportation cost, under the related party agreement (in dollars per ton) | 1 | ||||
Minimum | Petroleum coke | CRNF | Coke Supply Agreement | CRRM | |||||
Related Party Transaction [Line Items] | |||||
Monthly production volume of product which allows for the purchasing party the option to purchase any excess at rates stated in the agreement | T | 41,667 | ||||
Average percentage of pet coke obtained during the last five years from CRRM's adjacent crude oil refinery | 70.00% | ||||
Pet coke price used to calculate the UAN-based price under the related party agreement (in dollars per ton) | 5 | ||||
Maximum | Petroleum coke | CRNF | Coke Supply Agreement | CRRM | |||||
Related Party Transaction [Line Items] | |||||
Pet coke price used to calculate the UAN-based price under the related party agreement (in dollars per ton) | 40 |
Related Party Transactions (D47
Related Party Transactions (Details 3) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Direct operating expenses — Affiliates | $ 25,146,000 | $ 26,917,000 | $ 49,560,000 | $ 51,106,000 | |
Selling, general and administrative expenses — Affiliates | 4,523,000 | 5,270,000 | 9,106,000 | 9,924,000 | |
Accounts payable, due to affiliates | 1,843,000 | 1,843,000 | $ 2,279,000 | ||
Prepaid expenses and other current assets, from affiliates | 876,000 | 876,000 | 1,848,000 | ||
Services Agreement | |||||
Related Party Transaction [Line Items] | |||||
Direct operating expenses — Affiliates | 1,000,000 | 900,000 | 1,900,000 | 1,800,000 | |
Selling, general and administrative expenses — Affiliates | 2,500,000 | 2,700,000 | 4,900,000 | 5,300,000 | |
Expenses from transaction with related party | 3,500,000 | 3,600,000 | 6,800,000 | 7,100,000 | |
Personnel costs | 1,500,000 | $ 1,500,000 | 2,600,000 | $ 2,800,000 | |
Services Agreement | Accounts payable and accrued expenses and other current liabilities | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable, due to affiliates | 2,000,000 | 2,000,000 | 2,600,000 | ||
Services Agreement | Prepaid expenses and other current assets | |||||
Related Party Transaction [Line Items] | |||||
Prepaid expenses and other current assets, from affiliates | $ 200,000 | $ 200,000 | $ 100,000 |
Related Party Transactions (D48
Related Party Transactions (Details 4) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Personnel accruals, with affiliates | $ 1,710 | $ 1,710 | $ 1,129 | ||
Limited Partnership Agreement | |||||
Related Party Transaction [Line Items] | |||||
Personnel costs | 1,000 | $ 600 | 2,100 | $ 900 | |
Personnel Accruals and Accounts Payable | Limited Partnership Agreement | |||||
Related Party Transaction [Line Items] | |||||
Personnel accruals, with affiliates | $ 1,700 | $ 1,700 | $ 1,100 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other current liabilities (interest rate swaps) | $ 615 | $ 855 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents (money market account) | 45,344 | 53,323 |
Other current liabilities (interest rate swaps) | 615 | 855 |
Other long-term liabilities (interest rate swaps) | 183 | |
Total Liabilities | 1,038 | |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents (money market account) | 45,344 | 53,323 |
Other current liabilities (interest rate swaps) | 0 | 0 |
Other long-term liabilities (interest rate swaps) | 0 | |
Total Liabilities | 0 | |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents (money market account) | 0 | 0 |
Other current liabilities (interest rate swaps) | 615 | 855 |
Other long-term liabilities (interest rate swaps) | 183 | |
Total Liabilities | 1,038 | |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents (money market account) | 0 | 0 |
Other current liabilities (interest rate swaps) | $ 0 | 0 |
Other long-term liabilities (interest rate swaps) | 0 | |
Total Liabilities | $ 0 |