Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 16, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | CVR PARTNERS, LP | ||
Entity Central Index Key | 1,425,292 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 427,694,729 | ||
Entity Common Stock, Shares Outstanding | 73,128,269 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 49,967 | $ 79,914 |
Accounts receivable, net of allowance for doubtful accounts of $27 and $34, at December 31, 2015 and 2014, respectively | 7,187 | 7,136 |
Inventories | 37,529 | 35,614 |
Prepaid expenses and other current assets, including $883 and $1,848 from affiliates at December 31, 2015 and 2014, respectively | 4,089 | 6,914 |
Total current assets | 98,772 | 129,578 |
Property, plant, and equipment, net of accumulated depreciation | 393,133 | 404,934 |
Goodwill | 40,969 | 40,969 |
Other long-term assets, including $777 and $957 with affiliates at December 31, 2015 and 2014, respectively | 3,608 | 3,358 |
Total assets | 536,482 | 578,839 |
Current liabilities: | ||
Accounts payable, including $1,940 and $2,279 due to affiliates at December 31, 2015 and 2014, respectively | 11,103 | 12,747 |
Personnel accruals, including $1,974 and $1,129 with affiliates at December 31, 2015 and 2014, respectively | 5,999 | 3,785 |
Deferred revenue | 3,129 | 13,613 |
Accrued expenses and other current liabilities, including $2,334 and $2,094 with affiliates at December 31, 2015 and 2014, respectively | 5,683 | 9,562 |
Total current liabilities | 25,914 | 39,707 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 125,000 | 125,000 |
Other long-term liabilities | 16 | 201 |
Total long-term liabilities | $ 125,016 | $ 125,201 |
Commitments and contingencies | ||
Partners' capital: | ||
Common unitholders, 73,128,269 and 73,122,997 units issued and outstanding at December 31, 2015 and 2014, respectively | $ 385,670 | $ 414,968 |
General partner interest | 1 | 1 |
Accumulated other comprehensive loss | (119) | (1,038) |
Total partners' capital | 385,552 | 413,931 |
Total liabilities and partners' capital | $ 536,482 | $ 578,839 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 27 | $ 34 |
Prepaid expenses and other current assets from affiliates | 883 | 1,848 |
Other long-term assets with affiliates | 777 | 957 |
Due to affiliates | 1,940 | 2,279 |
Personnel accruals with affiliates | 1,974 | 1,129 |
Accrued expenses and other current liabilities with affiliates | $ 2,334 | $ 2,094 |
Common units issued (in units) | 73,128,269 | 73,122,997 |
Common units outstanding (in units) | 73,128,269 | 73,122,997 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net sales | $ 66,004 | $ 49,325 | $ 80,815 | $ 93,050 | $ 74,401 | $ 66,733 | $ 77,215 | $ 80,316 | $ 289,194 | $ 298,665 | $ 323,672 |
Operating costs and expenses: | |||||||||||
Cost of product sold (exclusive of depreciation and amortization) | 9,495 | 14,501 | 15,424 | 25,769 | 15,374 | 15,434 | 19,436 | 21,708 | 65,189 | 71,952 | 58,075 |
Direct operating expenses (exclusive of depreciation and amortization) | 23,317 | 33,179 | 25,146 | 24,414 | 21,744 | 26,108 | 26,917 | 24,189 | 106,056 | 98,958 | 94,092 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 5,620 | 6,042 | 4,523 | 4,583 | 3,816 | 3,963 | 5,270 | 4,654 | 20,768 | 17,703 | 21,076 |
Depreciation and amortization | 7,214 | 7,409 | 7,010 | 6,819 | 6,978 | 6,812 | 6,792 | 6,667 | 28,452 | 27,249 | 25,578 |
Total operating costs and expenses | 45,646 | 61,131 | 52,103 | 61,585 | 47,912 | 52,317 | 58,415 | 57,218 | 220,465 | 215,862 | 198,821 |
Operating income | 20,358 | (11,806) | 28,712 | 31,465 | 26,489 | 14,416 | 18,800 | 23,098 | 68,729 | 82,803 | 124,851 |
Other income (expense): | |||||||||||
Interest expense and other financing costs | (1,739) | (1,727) | (1,717) | (1,697) | (1,731) | (1,724) | (1,669) | (1,659) | (6,880) | (6,783) | (6,294) |
Interest income | 6 | 10 | 12 | 12 | 11 | 7 | 6 | 6 | 40 | 30 | 74 |
Other income, net | 99 | 54 | 5 | 6 | 23 | 33 | 0 | 15 | 164 | 71 | 93 |
Total other income (expense) | (1,634) | (1,663) | (1,700) | (1,679) | (1,697) | (1,684) | (1,663) | (1,638) | (6,676) | (6,682) | (6,127) |
Income before income tax expense (benefit) | 18,724 | (13,469) | 27,012 | 29,786 | 24,792 | 12,732 | 17,137 | 21,460 | 62,053 | 76,121 | 118,724 |
Income tax expense (benefit) | (7) | 9 | (4) | 12 | (55) | 13 | 7 | 7 | 11 | (28) | 108 |
Net income | $ 18,731 | $ (13,478) | $ 27,016 | $ 29,774 | $ 24,847 | $ 12,719 | $ 17,130 | $ 21,453 | $ 62,042 | $ 76,149 | $ 118,616 |
Net income per common unit - basic (in dollars per unit) | $ 0.26 | $ (0.18) | $ 0.37 | $ 0.41 | $ 0.34 | $ 0.17 | $ 0.23 | $ 0.29 | $ 0.85 | $ 1.04 | $ 1.62 |
Net income per common unit - diluted (in dollars per unit) | $ 0.26 | $ (0.18) | $ 0.37 | $ 0.41 | $ 0.34 | $ 0.17 | $ 0.23 | $ 0.29 | $ 0.85 | $ 1.04 | $ 1.62 |
Weighted-average common units outstanding: | |||||||||||
Basic (in units) | 73,123 | 73,123 | 73,123 | 73,123 | 73,117 | 73,115 | 73,113 | 73,113 | 73,123 | 73,115 | 73,072 |
Diluted (in units) | 73,131 | 73,123 | 73,131 | 73,131 | 73,133 | 73,139 | 73,146 | 73,145 | 73,131 | 73,139 | 73,228 |
Affiliates | |||||||||||
Operating costs and expenses: | |||||||||||
Cost of product sold (exclusive of depreciation and amortization) | $ 1,552 | $ 1,147 | $ 2,184 | $ 1,818 | $ 2,619 | $ 2,232 | $ 2,327 | $ 2,246 | $ 6,701 | $ 9,424 | $ 10,791 |
Direct operating expenses (exclusive of depreciation and amortization) | 841 | 1,030 | 1,195 | 1,027 | 833 | 621 | 817 | 753 | 4,093 | 3,024 | 4,072 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 3,672 | 3,661 | 3,361 | 3,267 | 2,867 | 3,035 | 3,973 | 3,536 | 13,961 | 13,411 | 16,118 |
Third parties | |||||||||||
Operating costs and expenses: | |||||||||||
Cost of product sold (exclusive of depreciation and amortization) | 7,943 | 13,354 | 13,240 | 23,951 | 12,755 | 13,202 | 17,109 | 19,462 | 58,488 | 62,528 | 47,284 |
Direct operating expenses (exclusive of depreciation and amortization) | 22,476 | 32,149 | 23,951 | 23,387 | 20,911 | 25,487 | 26,100 | 23,436 | 101,963 | 95,934 | 90,020 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | $ 1,948 | $ 2,381 | $ 1,162 | $ 1,316 | $ 949 | $ 928 | $ 1,297 | $ 1,118 | $ 6,807 | $ 4,292 | $ 4,958 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 62,042 | $ 76,149 | $ 118,616 |
Other comprehensive income (loss): | |||
Change in fair value of interest rate swaps | (137) | (229) | (211) |
Net loss reclassified into income on settlement of interest rate swaps | 1,056 | 1,090 | 1,063 |
Other comprehensive income | 919 | 861 | 852 |
Total comprehensive income | $ 62,961 | $ 77,010 | $ 119,468 |
CONSOLIDATED STATEMENT OF PARTN
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Common Units | General Partner Interest | Accumulated Other Comprehensive Income/(Loss) |
Balance (in units) at Dec. 31, 2012 | 73,065,143 | |||
Balance at Dec. 31, 2012 | $ 446,193 | $ 448,943 | $ 1 | $ (2,751) |
Increase (Decrease) in Shareholders' Equity | ||||
Cash distributions to common unitholders – Affiliates | (77,539) | (77,539) | ||
Cash distributions to common unitholders – Non-affiliates | (49,970) | (49,970) | ||
Share-based compensation – Affiliates | 2,254 | $ 2,254 | ||
Issuance of units under LTIP - Affiliates (in units) | 74,251 | |||
Redemption of common units | (485) | $ (485) | ||
Redemption of common units (in units) | (26,443) | |||
Net income | 118,616 | $ 118,616 | ||
Other comprehensive income | 852 | 852 | ||
Balance (in units) at Dec. 31, 2013 | 73,112,951 | |||
Balance at Dec. 31, 2013 | 439,921 | $ 441,819 | 1 | (1,899) |
Increase (Decrease) in Shareholders' Equity | ||||
Cash distributions to common unitholders – Affiliates | (54,877) | (54,877) | ||
Cash distributions to common unitholders – Non-affiliates | (48,213) | (48,213) | ||
Share-based compensation – Affiliates | 140 | $ 140 | ||
Issuance of units under LTIP - Affiliates (in units) | 14,288 | |||
Redemption of common units | (50) | $ (50) | ||
Redemption of common units (in units) | (4,242) | |||
Net income | 76,149 | $ 76,149 | ||
Other comprehensive income | 861 | 861 | ||
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 Shareholders' Equity | ||||
Cash distributions to common unitholders – Affiliates | (48,650) | (48,650) | ||
Cash distributions to common unitholders – Non-affiliates | (42,754) | (42,754) | ||
Share-based compensation – Affiliates | 83 | $ 83 | ||
Issuance of units under LTIP - Affiliates (in units) | 7,707 | |||
Redemption of common units | (19) | $ (19) | ||
Redemption of common units (in units) | (2,435) | |||
Net income | 62,042 | $ 62,042 | ||
Other comprehensive income | 919 | 919 | ||
Balance (in units) at Dec. 31, 2015 | 73,128,269 | |||
Balance at Dec. 31, 2015 | $ 385,552 | $ 385,670 | $ 1 | $ (119) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net income | $ 62,042 | $ 76,149 | $ 118,616 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 28,452 | 27,249 | 25,578 |
Allowance for doubtful accounts | (7) | (16) | (34) |
Amortization of deferred financing costs | 964 | 964 | 964 |
(Gain) loss on disposition of assets | 38 | 218 | (33) |
Share-based compensation | 357 | 157 | 573 |
Change in assets and liabilities: | |||
Accounts receivable | (44) | 429 | (710) |
Inventories | (1,915) | (2,550) | (4,115) |
Prepaid expenses and other current assets | 2,133 | 3,111 | (7,587) |
Other long-term assets | (301) | 149 | (361) |
Accounts payable | (1,609) | (4,967) | (549) |
Deferred revenue | (10,484) | 12,917 | (269) |
Accrued expenses and other current liabilities | (3,193) | 3,553 | (5,095) |
Other long-term liabilities | (2) | (113) | (223) |
Net cash provided by operating activities | 78,421 | 118,878 | 129,009 |
Cash flows from investing activities: | |||
Capital expenditures | (17,023) | (21,076) | (43,754) |
Proceeds from sale of assets | 78 | 110 | 33 |
Net cash used in investing activities | (16,945) | (20,966) | (43,721) |
Cash flows from financing activities: | |||
Cash distributions to common unitholders – Affiliates | (48,650) | (54,877) | (77,539) |
Cash distribution to common unitholders – Non-affiliates | (42,754) | (48,213) | (49,970) |
Redemption of common units | (19) | (50) | (485) |
Net cash used in financing activities | (91,423) | (103,140) | (127,994) |
Net decrease in cash and cash equivalents | (29,947) | (5,228) | (42,706) |
Cash and cash equivalents, beginning of period | 79,914 | 85,142 | 127,848 |
Cash and cash equivalents, end of period | 49,967 | 79,914 | 85,142 |
Supplemental disclosures: | |||
Cash paid for income taxes, net | 35 | 55 | 71 |
Cash paid for interest, net of capitalized interest of $9, $85 and $597 in 2015, 2014 and 2013, respectively | 5,916 | 5,819 | 5,372 |
Non-cash investing and financing activities: | |||
Construction in progress additions included in accounts payable | 1,030 | 1,066 | 1,866 |
Change in accounts payable related to construction in progress additions | (36) | (800) | (16,805) |
Affiliates | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Share-based compensation | $ 1,990 | $ 1,628 | $ 2,254 |
CONSOLIDATED STATEMENTS OF CAS8
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Cash Flows [Abstract] | |||
Capitalized interest | $ 9 | $ 85 | $ 597 |
Formation of the Partnership, O
Formation of the Partnership, Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation of the Partnership, Organization and Nature of Business | (1) Formation of the Partnership, Organization and Nature of Business 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"), previously a wholly-owned subsidiary of CVR Energy. 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. Initial Public Offering of CVR Partners, LP Common Units On April 13, 2011, CVR Partners completed its initial public offering (the "Initial Public Offering") of 22,080,000 common units priced at $16.00 per unit. The common units, which are listed on the New York Stock Exchange, began trading on April 8, 2011 under the symbol "UAN." The net proceeds to CVR Partners from the Initial Public Offering were approximately $324.2 million , after deducting underwriting discounts and commissions and offering expenses. The net proceeds from the Initial Public Offering were used to make certain distributions, purchase (and subsequently extinguish) the incentive distribution rights owned by the Partnership's general partner, pay fees resulting from the credit facility, and the balance was used for or will be used for general partnership purposes, including the UAN expansion, and approximately $47.0 million which was used to fund profit and growth capital expenses in addition to the UAN expansion since the Initial Public Offering. Immediately subsequent to the closing of the Initial Public Offering, common units held by public security holders represented approximately 30% of the Partnership's outstanding limited partner interests and Coffeyville Resources, LLC ("CRLLC"), a wholly-owned subsidiary of CVR Energy, held common units approximating 70% of the Partnership's outstanding limited partner interests and 100% of the Partnership's general partner interest. Secondary Offering of CVR Partners, LP Common Units On May 28, 2013, CRLLC completed a registered public offering (the "Secondary Offering") whereby CRLLC sold 12,000,000 of the Partnership’s common units to the public at a price of $25.15 per unit. The net proceeds to CRLLC from the Secondary Offering were approximately $292.6 million , after deducting approximately $9.2 million in underwriting discounts and commissions. The Partnership did not receive any of the proceeds from the sale of common units by CRLLC. In connection with the Secondary Offering, the Partnership incurred approximately $0.5 million in offering costs during the year ended December 31, 2013. Immediately subsequent to the closing of the Secondary Offering and as of December 31, 2015 and 2014 , common units held by public security holders represented approximately 47% of the Partnership's outstanding limited partner interest and CRLLC held common units approximating 53% of the Partnership's outstanding limited partner interests and 100% of the Partnership's general partner interests. Immediately subsequent to the completion of the pending mergers, which are discussed in the "Pending Mergers" section below, the Partnership estimates that CRLLC will hold common units approximating 34% of the Partnership's outstanding limited partner interests and 100% of the Partnership's general partner interest. CVR Energy Transaction Agreement On April 18, 2012, CVR Energy entered into a Transaction Agreement (the "Transaction Agreement") with an affiliate of Icahn Enterprises L.P. ("IEP"). Pursuant to the Transaction Agreement, IEP's affiliate offered (the "Offer") to purchase all of the issued and outstanding shares of CVR Energy’s common stock. On May 7, 2012, IEP's affiliate announced that control of CVR Energy had been acquired through the Offer. As of December 31, 2015 and 2014 , IEP and its affiliates owned approximately 82% of the outstanding shares of CVR Energy common stock. Management and Operations 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. In October 2007, the Partnership's partners at that time entered into an amended and restated limited partnership agreement setting forth their various rights and responsibilities. The Partnership also entered into a number of agreements with CVR Energy and CVR GP to regulate certain business relations between the Partnership and the other parties thereto. Certain of these agreements, including the amended and restated limited partnership agreement, have subsequently been amended and/or restated. See Note 14 (" Related Party Transactions ") for further discussion. Pending Mergers On August 9, 2015, CVR Partners, including its two newly-created direct wholly-owned subsidiaries Lux Merger Sub 1 LLC ("Merger Sub 1") and Lux Merger Sub 2 LLC ("Merger Sub 2"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Rentech Nitrogen Partners, L.P., a publicly traded partnership whose common units are listed on the New York Stock Exchange under the ticker symbol "RNF" ("Rentech Nitrogen"), and Rentech Nitrogen GP, LLC ("Rentech Nitrogen GP"), pursuant to which CVR Partners will acquire Rentech Nitrogen and Rentech Nitrogen GP. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub 1 will be merged with and into Rentech Nitrogen GP, with Rentech Nitrogen GP continuing as the surviving entity and a wholly-owned subsidiary of CVR Partners, and Merger Sub 2 will be merged with and into Rentech Nitrogen, with Rentech Nitrogen continuing as the surviving entity and a wholly-owned subsidiary of CVR Partners (together, the "mergers"). Under the terms of the Merger Agreement, holders of common units representing limited partner interests in Rentech Nitrogen ("Rentech Nitrogen common units") eligible to receive consideration will receive 1.04 common units (the "unit consideration") representing limited partner interests in CVR Partners ("CVR Partners common units") and $2.57 in cash, without interest, (the "cash consideration" and together with the unit consideration, the "merger consideration") for each Rentech Nitrogen common unit. Phantom units granted and outstanding under Rentech Nitrogen’s equity plans and held by an employee who will continue in the employment of a CVR Partners-affiliated entity upon closing of the mergers will be canceled and replaced with new incentive awards of substantially equivalent value and on similar terms. Each phantom unit granted and outstanding and held by (i) an employee who will not continue in employment of a CVR Partners-affiliated entity, or (ii) a director of Rentech Nitrogen GP will, upon closing of the mergers, vest in full and be entitled to receive the merger consideration. The unit consideration is fixed, and the number of units included in the merger consideration will not be adjusted to reflect changes in the price of Rentech Nitrogen common units or CVR Partners common units. CVR Partners is expected to issue approximately 40.7 million CVR Partners common units to former Rentech Nitrogen common unitholders pursuant to the mergers. Rentech Nitrogen owns and operates two fertilizer facilities. The facility located in East Dubuque, Illinois produces primarily ammonia and UAN using natural gas as the facility's primary feedstock. The facility located in Pasadena, Texas (the "Pasadena facility") produces ammonium sulfate, ammonium thiosulfate and sulfuric acid, using ammonia and sulfur as the facility's primary feedstocks. Rentech Nitrogen is required to sell or spin off its Pasadena facility as a condition to closing of the mergers (unless waived), and Rentech Nitrogen common unitholders may receive additional consideration for the Pasadena facility in the event such a sale or spin-off is consummated. The completion of the mergers is subject to satisfaction or waiver of closing conditions, including (i) the adoption of the Merger Agreement by holders of a majority of the outstanding Rentech Nitrogen common units, (ii) the effectiveness of a registration statement on Form S-4, (iii) the approval for listing of the CVR Partners common units issuable as part of the merger consideration on the New York Stock Exchange, (iv) the sale or spin-off by Rentech Nitrogen of Rentech Nitrogen’s Pasadena facility on terms specified in the Merger Agreement, (v) the absence of certain events of default under the indenture governing Rentech Nitrogen’s 6.5% Second Lien Senior Secured Notes due 2021 and (vi) other customary conditions. On February 15, 2016, the Merger Agreement was adopted by holders of a majority of the outstanding Rentech Nitrogen common units. On January 14, 2016 , CVR Partners registration statement on Form S-4 with the Securities and Exchange Commission ("SEC") to register the CVR Partners common units issuable as part of the merger consideration was declared effective. The Merger Agreement includes customary restrictions on the conduct of the Partnership’s business prior to the completion of the mergers, generally requiring the Partnership to conduct its business in the ordinary course and subjecting the Partnership to a variety of specified limitations. In accordance with the terms of the Merger Agreement, beginning with the distribution for the third quarter of 2015 and until the closing of the mergers, the Partnership may not make or declare distributions in excess of available cash for distribution in respect of any quarter. The Merger Agreement contains certain termination rights for both CVR Partners and Rentech Nitrogen and further provides that upon termination of the Merger Agreement, under certain circumstances, either party may be required to make an expense reimbursement payment of $10.0 million , and Rentech Nitrogen may be required to pay CVR Partners a termination fee equal to $31.2 million . Simultaneously with the execution of the Merger Agreement, CVR Partners entered into a commitment letter (the "commitment letter") with CRLLC, pursuant to which CRLLC has committed to, on the terms and subject to the conditions set forth in the commitment letter, make available to CVR Partners term loan financing of up to $150.0 million , which amounts would be available solely to fund the repayment of all of the loans outstanding under Rentech Nitrogen’s existing $50.0 million credit facility with General Electric Capital Corporation, the cash consideration and expenses associated with the mergers. The term loan facility will bear interest at a rate of three-month LIBOR plus 3.0% per annum. Calculation of interest shall be on the basis of the actual number of days elapsed over a 360 -day year. Such term loan, if drawn, would have a one year term. The Partnership incurred $2.3 million of legal and other professional fees and other merger related expenses, which were included in selling, general and administrative expenses (exclusive of depreciation and amortization) for the year ended December 31, 2015 . See Note 13 ("Commitments and Contingencies") for discussion of litigation related to the pending mergers. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Principles of Consolidation The accompanying Partnership consolidated financial statements include the accounts of CVR Partners and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents The Partnership considers all highly liquid money market accounts with original maturities of three months or less to be cash equivalents. Under the Partnership's cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the Consolidated Balance Sheets. The change in book overdrafts are reported in the Consolidated Statements of Cash Flows as a component of operating cash flows for accounts payable as they do not represent bank overdrafts. The amount of these checks included in accounts payable as of December 31, 2015 and 2014 was $1.9 million and $2.0 million , respectively. Accounts Receivable, net CVR Partners grants credit to its customers. Credit is extended based on an evaluation of a customer's financial condition; generally, collateral is not required. Accounts receivable are due on negotiated terms and are stated at amounts due from customers, net of an allowance for doubtful accounts. Accounts outstanding longer than their contractual payment terms are considered past due. CVR Partners determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts are past due, the customer's ability to pay its obligations to CVR Partners, and the condition of the general economy and the industry as a whole. CVR Partners writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. Amounts collected on accounts receivable are included in net cash provided by operating activities in the Consolidated Statements of Cash Flows. At December 31, 2015 and 2014 , one customer represented approximately 14% and 28% of the total accounts receivable balance (excluding accounts receivable with affiliates, when applicable), respectively. Inventories Inventories consist of fertilizer products which are valued at the lower of first-in, first-out ("FIFO") cost, or market. Inventories also include raw materials, precious metals, parts and supplies, which are valued at the lower of moving-average cost, which approximates FIFO, or market. The cost of inventories includes inbound freight costs. Property, Plant, and Equipment Additions to property, plant and equipment, including capitalized interest and certain costs allocable to construction and property purchases, are recorded at cost. Capitalized interest is added to any capital project over $1.0 million in costs which is expected to take more than six months to complete. Depreciation is computed using principally the straight-line method over the estimated useful lives of the various classes of depreciable assets. The lives used in computing depreciation for such assets are as follows: Asset Range of Useful Lives, in Years Improvements to land 30 Buildings 30 Machinery and equipment 5 to 30 Automotive equipment 5 Furniture and fixtures 3 to 7 Railcars 25 to 30 Leasehold improvements are depreciated on the straight-line method over the shorter of the contractual lease term or the estimated useful life. Expenditures for routine maintenance and repair costs are expensed when incurred. Such expenses are reported in direct operating expenses (exclusive of depreciation and amortization) in the Partnership's Consolidated Statements of Operations. Goodwill Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired less liabilities assumed. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired. The Partnership uses November 1 of each year as its annual valuation date for its goodwill impairment test. See Note 7 (" Goodwill ") for further discussion. Deferred Financing Costs The lender and other third-party costs associated with debt issuances are deferred and amortized to interest expense and other financing costs using the effective-interest method over the life of the debt. Deferred financing costs related to the Partnership's revolving credit facility are amortized using the straight-line method through the termination date of the facility. Planned Major Maintenance Costs The direct-expense method of accounting is used for maintenance activities, including planned major maintenance activities and other less extensive shutdowns. Maintenance costs are recognized as expense when maintenance services are performed. Planned major maintenance activities generally occur every two to three years. During the third quarter of 2015, the nitrogen fertilizer facility completed a major scheduled turnaround. Overall results were negatively impacted due to the lost production during the downtime that resulted in reduced sales and certain reduced variable expenses included in cost of product sold (exclusive of depreciation and amortization) and direct operating expenses (exclusive of depreciation and amortization). Costs of approximately $7.0 million associated with the 2015 turnaround are included in direct operating expenses (exclusive of depreciation and amortization) in the Consolidated Statements of Operations for the year ended December 31, 2015. Cost Classifications Cost of product sold (exclusive of depreciation and amortization) consist primarily of freight and distribution expenses, pet coke expenses, purchased ammonia and purchased hydrogen. Cost of product sold excluded depreciation and amortization of approximately $0.6 million , $0.4 million and $0.3 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Direct operating expenses (exclusive of depreciation and amortization) consist primarily of energy and other utility costs, direct costs of labor, property taxes, plant-related maintenance services and environmental and safety compliance costs as well as catalyst and chemical costs. Direct operating expenses also include allocated share-based compensation from CVR Energy and its subsidiaries, as discussed in Note 3 (" Share‑Based Compensation "). Direct operating expenses excluded depreciation and amortization of approximately $27.8 million , $26.8 million and $25.3 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Selling, general and administrative expenses (exclusive of depreciation and amortization) consist primarily of direct and allocated legal expenses, treasury, accounting, marketing, human resources, information technology and maintaining the corporate offices in Texas and Kansas. Selling, general and administrative expenses also include allocated share-based compensation from CVR Energy and its subsidiaries, as discussed in Note 3 (" Share‑Based Compensation "). Depreciation and amortization excluded from selling, general and administrative expenses was nominal for the years ended December 31, 2015 , 2014 and 2013 . Income Taxes CVR Partners is treated as a partnership for U.S. federal income tax purposes. The income tax liability of the common unitholders is not reflected in the consolidated financial statements of the Partnership. Generally, each common unitholder is required to take into account its respective share of CVR Partners' income, gains, loss and deductions. The Partnership is not subject to income taxes, except for a franchise tax in the State of Texas and a replacement tax in the State of Illinois. Under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic ("ASC") 740, Income Taxes , taxes based on income like the Texas franchise tax and the Illinois replacement tax are accounted for using the liability method under which deferred income taxes are recognized for the future tax effects of temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities using the enacted statutory tax rates in effect at the end of the period. A valuation allowance for deferred tax assets is recorded when it is more likely than not that the benefit from the deferred tax asset will not be realized. When applicable, penalties and interest related to uncertain tax positions are recorded as income tax expense. Segment Reporting The Partnership accounts for segment reporting in accordance with ASC 280, Segment Reporting , which establishes standards for entities to report information about the operating segments and geographic areas in which they operate. CVR Partners only operates one segment and all of its operations are located in the United States. Impairment of Long-Lived Assets The Partnership accounts for impairment of long-lived assets in accordance with ASC 360, Property, Plant and Equipment — Impairment or Disposal of Long-Lived Assets ("ASC 360"). In accordance with ASC 360, the Partnership reviews long-lived assets (excluding goodwill) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized for the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of their carrying value or fair value less cost to sell. No impairment charges were recognized for any of the periods presented. Revenue Recognition Revenues for products sold are recorded upon delivery of the products to customers, which is the point at which title is transferred, the customer has the assumed risk of loss, and payment has been received or collection is reasonably assured. Deferred revenue represents customer prepayments under contracts to guarantee a price and supply of nitrogen fertilizer in quantities expected to be delivered in the next 12 months in the normal course of business. Taxes collected from customers and remitted to governmental authorities are not included in reported revenues. Shipping Costs Pass-through finished goods delivery costs reimbursed by customers are reported in net sales, while an offsetting expense is included in cost of product sold (exclusive of depreciation and amortization). Derivative Instruments and Fair Value of Financial Instruments The Partnership uses forward swap contracts primarily to reduce the exposure to changes in interest rates on its debt and to provide a cash flow hedge. These derivative instruments have been designated as hedges for accounting purposes. Accordingly, these instruments are recorded at fair value in the Consolidated Balance Sheets at each reporting period end. The measurement of the cash flow hedge ineffectiveness will be recognized in earnings, if applicable. The effective portion of the gain or loss on the swaps will be reported in accumulated other comprehensive income (loss) ("AOCI"), in accordance with ASC 815, Derivatives and Hedging . See Note 10 ("Interest Rate Swap Agreements") for further discussion. Other financial instruments consisting of cash, accounts receivable, and accounts payable are carried at cost, which approximates fair value, as a result of the short-term nature of the instruments. Share-Based Compensation The Partnership has recorded share-based compensation related to the CVR Partners, LP Long Term Incentive Plan (the "CVR Partners LTIP") and has been allocated share-based compensation from CVR Energy and CRLLC. The Partnership accounts for share-based compensation in accordance with ASC 718, Compensation — Stock Compensation ("ASC 718"). ASC 718 requires that compensation costs relating to share-based payment transactions be recognized in a company's financial statements. ASC 718 applies to transactions in which an entity exchanges its equity instruments for goods or services and also may apply to liabilities an entity incurs for goods or services that are based on the fair value of those equity instruments. See Note 3 ("Share‑Based Compensation") for further discussion. Environmental Matters Liabilities related to future remediation costs of past environmental contamination of properties are recognized when the related costs are considered probable and can be reasonably estimated. Estimates of these costs are based upon currently available facts, internal and third-party assessments of contamination, available remediation technology, site-specific costs, and currently enacted laws and regulations. In reporting environmental liabilities, no offset is made for potential recoveries. Loss contingency accruals, including those for environmental remediation, are subject to revision as further information develops or circumstances change and such accruals can take into account the legal liability of other parties. Environmental expenditures are capitalized at the time of the expenditure when such costs provide future economic benefits. Use of Estimates The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP"), using management's best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates and judgments. Allocation of Costs CVR Energy and its subsidiaries provide a variety of services to the Partnership, including cash management and financing services, employee benefits provided through CVR Energy's benefit plans, administrative services provided by CVR Energy's employees and management, insurance and office space leased in CVR Energy's headquarters building and other locations. As such, the accompanying consolidated financial statements include costs that have been incurred by CVR Energy on behalf of the Partnership. These amounts incurred by CVR Energy are then billed or allocated to the Partnership and are properly classified on the Consolidated Statements of Operations as either direct operating expenses (exclusive of depreciation and amortization) or as selling, general and administrative expenses (exclusive of depreciation and amortization). The billing and allocation of such costs are governed by the services agreement entered into between CVR Energy, Inc. and CVR Partners and affiliated companies in October 2007 and subsequently amended. The services agreement provides guidance for the treatment of certain general and administrative expenses and certain direct operating expenses incurred on the Partnership's behalf. Such expenses include, but are not limited to, salaries, benefits, share-based compensation expense, insurance, accounting, tax, legal and technology services. Costs which are specifically incurred on behalf of the Partnership are billed directly to the Partnership. See Note 14 ("Related Party Transactions") for a detailed discussion of the billing procedures and the basis for calculating the charges for specific products and services. The Partnership's general partner manages the Partnership's operations and activities as specified in the partnership agreement. The general partner of the Partnership is managed by its board of directors. 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). See Note 14 ("Related Party Transactions") for a detailed discussion of the operation of the general partner and the basis of the reimbursements. Subsequent Events The Partnership evaluated subsequent events, if any, that would require an adjustment to the Partnership's consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of the consolidated financial statements. See Note 18 ("Subsequent Events") for discussion on cash distributions declared and other matters. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards 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 15, 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 Consolidated Balance Sheets. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | (3) 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 in accordance with Staff Accounting Bulletin ("SAB") Topic 1-B, " Allocations of Expenses and Related Disclosures in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity ," and in accordance with guidance regarding the accounting for share-based compensation granted to employees of an equity method investee. 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. The Partnership has been allocated share-based compensation expense for restricted stock units, performance units and incentive units from CVR Energy. The Partnership is not responsible for payment of cash related to any restricted stock units allocated to the Partnership by CVR Energy; however, the Partnership is responsible for payment of cash on both the performance units and incentive units. For restricted stock units, the Partnership recognizes the costs of the share-based compensation incurred by CVR Energy on its behalf in selling, general and administrative expenses (exclusive of depreciation and amortization) and direct operating expenses (exclusive of depreciation and amortization) and a corresponding increase or decrease to partners' capital/divisional equity, as the costs are incurred on the Partnership's behalf, following the guidance issued by the FASB regarding the accounting for equity instruments that are issued to other than employees for acquiring, or in conjunction with selling goods or services, which require remeasurement at each reporting period through the performance commitment period, or in the Partnership's case, through the vesting period. For performance units and incentive units, the Partnership recognizes the costs of the share-based compensation incurred by CVR Energy on its behalf in selling, general and administrative expenses (exclusive of depreciation and amortization) and direct operating expenses (exclusive of depreciation and amortization), and a corresponding increase or decrease to accrued expenses and other current liabilities. 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 December 31, 2015 , only grants of restricted stock units and performance 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 stock and restricted stock units (collectively "restricted shares") have been granted to employees of CVR Energy and CRNF. Restricted shares, when granted, were historically valued at the closing market price of CVR Energy's common stock on the date of issuance. 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 change of control and the Transaction Agreement discussed in Note 1 (" Formation of the Partnership, Organization and Nature of Business "), triggered a modification to outstanding awards under the CVR Energy LTIP converting the awards to restricted stock units whereby the recipient received the offer price of $30.00 per share in cash plus one contingent cash payment ("CCP") upon vesting. The CCPs expired on August 19, 2013. Restricted shares that vested in 2013, 2014 and 2015 were converted to restricted stock units whereby the awards will be settled in cash upon vesting in an amount equal to the lesser of the offer price or the fair market value of CVR Energy's common stock as determined at the most recent valuation date of December 31 of each year. The awards were remeasured at each subsequent reporting date until they vested. In 2012 and subsequent periods, restricted stock units and dividend equivalent rights were granted to certain employees of CVR Energy and its subsidiaries. The awards vest over three years with one-third of the award vesting each year with the exception of awards granted to certain executive officers of CVR Energy that vested over one year. The award granted in December 2012 to Mr. Lipinski, CVR Energy's Chief Executive Officer and President, was canceled in 2013 in connection with the issuance of certain performance unit awards as discussed further below. Each restricted stock unit and dividend equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the fair market value of one share of CVR Energy’s common stock, plus (ii) 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 are remeasured at each subsequent reporting date until they vest. At December 31, 2015 , the total unrecognized compensation cost related to restricted stock units and associated dividend equivalent rights was nominal. Inclusion of a vesting table is not considered meaningful due to changes in allocation percentages that may occur from time to time. Total compensation expense recorded for the years ended December 31, 2015 , 2014 and 2013 , related to the restricted stock units, was approximately $0.1 million , $0.2 million and $1.8 million , respectively. The Partnership is not responsible for payment of CVR Energy restricted stock unit awards, and accordingly, the expenses recorded for the years ended December 31, 2015 , 2014 and 2013 have been reflected as an increase to partners' capital. Performance Unit Awards In December 2013, CVR Energy entered into performance unit award agreements (the "2013 Performance Unit Awards Agreements") with Mr. Lipinski. Certain of the 2013 Performance Unit Awards Agreements were entered into in connection with the cancellation of Mr. Lipinski's December 2012 restricted stock unit award, as discussed above. In accordance with accounting guidance related to the modification of share-based and other compensatory award arrangements, CVR Energy concluded that the cancellation and concurrent issuance of the performance awards created a substantive service period from the original grant date of the December 2012 restricted stock unit award through December 31, 2014, the end of the performance period for the related performance awards. Compensation cost for these awards was recognized over the substantive service period. Compensation expense recorded for the years ended December 31, 2014 and 2013 related to the performance unit awards was $0.7 million and $0.4 million , respectively. The Partnership was responsible for reimbursing CVR Energy for its allocated portion of the performance unit awards. The Partnership reimbursed CVR Energy approximately $0.8 million for its allocated portion of the performance unit award during 2014. As of December 31, 2014, the Partnership had a liability of $0.3 million recorded in accrued expenses and other current liabilities on the Consolidated Balance Sheet for final vested and unreimbursed 2013 Performance Unit Awards, which was paid in the first quarter of 2015. In December 2015, CVR Energy entered into a performance unit award agreement (the "2015 Performance Unit Award Agreement") with Mr. Lipinski. Compensation cost for the 2015 Performance Unit Award Agreement will be recognized over the performance cycle from January 1, 2016 to December 31, 2016. The performance unit award represents the right to receive, upon vesting, a cash payment equal to a defined threshold in accordance with the award agreement, multiplied by a performance factor that is based upon the achievement of certain operating objectives. The Partnership will be responsible for reimbursing CVR Energy for its allocated portion of the performance unit award. Assuming a target performance threshold and that the allocation of costs from CVR Energy remains consistent with the allocation percentages in place at December 31, 2015 , there was approximately $0.4 million of total unrecognized compensation cost related to the 2015 Performance Unit Award Agreement to be recognized over a weighted-average period of approximately 1.0 year . Incentive Unit Awards — CVR Energy In 2015, 2014 and 2013, 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 (i) the average fair market value of one common unit of CVR Refining, LP ("CVR Refining") in accordance with the award agreement, plus (ii) 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 December 31, 2015 , there was approximately $1.7 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 1.7 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 December 31, 2015 , compensation expense has been allocated to the Partnership. Compensation expense for the years ended December 31, 2015 and 2014 related to the incentive unit awards was $0.9 million and 0.5 million , respectively. Compensation expense for the year ended December 31, 2013 related to the incentive unit awards was nominal. The Partnership is responsible for reimbursing CVR Energy for its allocated portion of the awards. As of December 31, 2015 and 2014 , the Partnership had a liability related to these awards of $0.5 million and $0.2 million , respectively, which were recorded in accrued expenses and other current liabilities. For the years ended December 31, 2015 and 2014 , the Partnership reimbursed CVR Energy $0.6 million and $0.3 million , respectively, for its allocated portion of the incentive unit award payments. Long-Term Incentive Plan — CVR Partners The CVR Partners LTIP provides for the grant of options, unit appreciation rights, distribution equivalent rights, restricted units, phantom units and other unit-based awards, each in respect of common units. Individuals eligible to receive awards under the CVR Partners LTIP include (i) employees of the Partnership and its subsidiaries (ii) employees of the general partner, (iii) members of the board of directors of the general partner and (iv) certain CVR Partners' parent's employees, consultants and directors who perform services for the benefit of the Partnership. 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 and members of the board of directors of the general partner are considered non-employee equity-based awards and are required to be remeasured at each reporting period until they vest. Awards to employees of the Partnership and employees of the general partner vest over a three -year period and awards to members of the board of directors of the general partner generally vest immediately on the grant date. The maximum number of common units issuable under the CVR Partners LTIP is 5,000,000 . As of December 31, 2015 , there were 4,820,215 common units available for issuance under the CVR Partners LTIP. As phantom unit awards discussed below are cash-settled awards, they do not reduce the number of common units available for issuance. Common Units and Certain Phantom Units Awards In 2013, 2014 and 2015, 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 (i) the average fair market value of one unit of the Partnership's common units in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid by the 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 common units and phantom units (collectively "Units") activity under the CVR Partners LTIP during the years ended December 31, 2015 , 2014 and 2013 is presented below: Units Weighted- Average Grant Date Fair Value Aggregate Intrinsic Value (dollars in thousands) Non-vested at December 31, 2012 201,812 $ 23.70 $ 5,094 Granted 58,536 16.13 Vested (89,229 ) 23.24 Forfeited — — Non-vested at December 31, 2013 171,119 $ 21.34 $ 2,817 Granted 198,141 9.44 Vested (48,310 ) 20.95 Forfeited (77,004 ) 23.49 Non-vested at December 31, 2014 243,946 $ 11.07 $ 2,376 Granted 245,199 7.87 Vested (94,854 ) 12.55 Forfeited (2,388 ) 10.99 Non-vested at December 31, 2015 391,903 $ 8.71 $ 3,139 Unrecognized compensation expense associated with the unvested phantom units at December 31, 2015 was approximately $2.7 million , which is expected to be recognized over a weighted average period of 1.8 years. In conjunction with the resignation of the former Chief Executive Officer that was effective January 1, 2014, all awards granted to him that were non-vested at the resignation date were forfeited. The associated change to the non-vested units forfeited was reflected at the resignation date and is included in the summary above. Compensation expense recorded for the years ended December 31, 2015 , 2014 and 2013 related to the awards under the CVR Partners LTIP was approximately $1.3 million , $0.3 million and $0.7 million , respectively. Compensation expense related to the awards issued to employees of the Partnership and its subsidiaries under the CVR Partners LTIP has been recorded in selling, general and administrative expenses (exclusive of depreciation and amortization) - third parties and direct operating expenses (exclusive of depreciation and amortization) - third parties. Compensation expense related to the awards issued to employees and members of the board of directors of the general partner under the CVR Partners LTIP has been recorded in selling, general and administrative expenses (exclusive of depreciation and amortization) - affiliates and direct operating expenses (exclusive of depreciation and amortization) - affiliates as the expense has been incurred for the benefit of employees or directors of the general partner. As of December 31, 2015 and 2014 , the Partnership had a liability of $0.7 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 Consolidated Balance Sheets. For the year ended December 31, 2015 , 2014 and 2013 , the Partnership paid cash of $0.8 million , $0.4 million and $0.2 million , respectively, to settle liability-classified awards upon vesting. Performance-Based Phantom Unit Award In May 2014, the Partnership entered into a Phantom Unit Agreement with Mark A. Pytosh, 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 (i) 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 (ii) the per unit cash value of all distributions declared and paid by the Partnership from the grant date to and including the vesting date. Total compensation expense recorded for the years ended December 31, 2015 and 2014 related to the award was not material. Based on current estimates of performance thresholds for the remaining performance cycles, unrecognized compensation expense and the liability associated with the unvested phantom units at December 31, 2015 were also not material. On December 31, 2014, the first award of Mr. Pytosh's Phantom Unit Agreement vested and a nominal amount was paid in 2015. On December 31, 2015, the second award of Mr. Pytosh's Phantom Unit Agreement vested and a nominal amount will be paid in 2016. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | (4) Inventories Inventories consisted of the following: December 31, 2015 2014 (in thousands) Finished goods $ 9,589 $ 12,393 Raw materials and precious metals 9,055 9,333 Parts and supplies 18,885 13,888 $ 37,529 $ 35,614 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | (5) Property, Plant, and Equipment A summary of costs and accumulated depreciation for property, plant, and equipment is as follows: December 31, 2015 2014 (in thousands) Land and improvements $ 5,441 $ 5,263 Buildings and improvements 3,049 2,266 Machinery and equipment 574,326 559,210 Automotive equipment 448 497 Furniture and fixtures 918 882 Railcars 16,315 14,524 Construction in progress 1,641 6,515 $ 602,138 $ 589,157 Less: Accumulated depreciation 209,005 184,223 Total net, property, plant, and equipment $ 393,133 $ 404,934 Capitalized interest recognized as a reduction of interest expense for the years ended December 31, 2015 , 2014 and 2013 was approximately $9,000 , $0.1 million , and $0.6 million , respectively. |
Partners' Capital and Partnersh
Partners' Capital and Partnership Distributions | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Partners' Capital and Partnership Distributions | (6) 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 December 31, 2015 and 2014, the Partnership had a total of 73,128,269 and 73,122,997 common units issued and outstanding, respectively, of which 38,920,000 common units were owned by CRLLC, representing approximately 53% of the total Partnership common 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. Beginning with the first quarter ended March 31, 2013, the available cash calculation 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, reserves for future operating or capital needs that the board of directors of the general partner deems necessary or appropriate, and expenses associated with the Rentech Nitrogen mergers, 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, when applicable, major scheduled turnaround expense, loss on disposition of assets and expenses associated with the Rentech Nitrogen mergers. 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. Actual distributions are set by the board of directors of the general partner, subject to the limitations in accordance with the Merger Agreement as discussed in the "Pending Mergers" section of Note 1 ("Formation of the Partnership, Organization and Nature of Business") . 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. Available cash for each quarter through the end of 2012 was calculated based on the Partnership's cash flow from operations for the quarter, less cash needed for maintenance capital expenditures, debt service and other contractual obligations and reserves for future operating or capital needs that the board of directors of the Partnership's general partner deemed necessary or appropriate. The Partnership also retained cash on hand associated with prepaid sales at each quarter end for future distributions to common unitholders based upon the recognition into income of the prepaid sales. The following is a summary of cash distributions paid to the unitholders during the years ended December 31, 2015 , 2014 and 2013 for the respective quarters to which the distributions relate: December 31, March 31, June 30, September 30, Total Cash ($ in millions, except per common unit amounts) Amount paid to CRLLC $ 16.0 $ 17.5 $ 15.2 $ — $ 48.7 Amounts paid to public unitholders 14.0 15.4 13.3 — 42.7 Total amount paid $ 30.0 $ 32.9 $ 28.5 $ — $ 91.4 Per common unit $ 0.41 $ 0.45 $ 0.39 $ — $ 1.25 Common units outstanding (in thousands) 73,123 73,123 73,123 73,123 December 31, March 31, June 30, September 30, Total Cash Distributions Paid in 2014 ($ in millions, except per common unit amounts) Amount paid to CRLLC $ 16.7 $ 14.8 $ 12.8 $ 10.5 $ 54.9 Amounts paid to public unitholders 14.7 13.0 11.3 9.2 48.2 Total amount paid $ 31.4 $ 27.8 $ 24.1 $ 19.7 $ 103.1 Per common unit $ 0.43 $ 0.38 $ 0.33 $ 0.27 $ 1.41 Common units outstanding (in thousands) 73,113 73,113 73,114 73,117 December 31, March 31, June 30, September 30, Total Cash Distributions Paid in 2013 ($ in millions, except per common unit amounts) Amount paid to CRLLC $ 9.8 $ 31.1 $ 22.7 $ 14.0 $ 77.5 Amounts paid to public unitholders 4.2 13.5 19.9 12.3 50.0 Total amount paid $ 14.0 $ 44.6 $ 42.6 $ 26.3 $ 127.5 Per common unit $ 0.192 $ 0.610 $ 0.583 $ 0.36 $ 1.745 Common units outstanding (in thousands) 73,065 73,065 73,075 73,078 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | (7) Goodwill CVR Partners completes its annual test for impairment of goodwill as of November 1 each year. The Partnership elected to perform a qualitative evaluation for the years ending December 31, 2015 and 2014 to determine whether it was necessary to perform the quantitative two step goodwill analysis described in ASC 350, " Intangibles - Goodwill and Other ". After assessing the totality of events and circumstances, it was determined that it was not more likely than not that the fair value of the Partnership was less than the carrying value, and so it was not necessary to perform the two-step goodwill impairment analysis. Based on the results of the tests, no impairment of goodwill was recorded for any of the periods presented. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | (8) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities were as follows: December 31, December 31, (in thousands) Property taxes $ 1,371 $ 1,376 Current interest rate swap liabilities 119 855 Accrued interest 458 458 Railcar maintenance accruals 209 2,827 Affiliates (1) 2,334 2,094 Other accrued expenses and liabilities 1,192 1,952 $ 5,683 $ 9,562 _______________________________________ (1) Accrued expenses and other current liabilities include amounts owed by the Partnership to CVR Energy and its subsidiaries, which are related parties under the feedstock and shared services agreement and services agreement. Refer to "Allocation of Costs" in Note 2 ("Summary of Significant Accounting Policies") and refer to Note 14 ("Related Party Transactions") for additional discussion. |
Credit Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Credit Facility | (9) 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 December 31, 2015 or 2014 . There is no scheduled amortization. The credit facility matures on April 13, 2016. The principal portion of the term loan is presented as long-term debt on the Consolidated Balance Sheet as of December 31, 2015 as the Partnership has the intent and ability to refinance the obligation on a long-term basis, as discussed below. 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 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. At December 31, 2015 , the effective rate was approximately 4.60% , inclusive of the impact of the interest rate swaps discussed in Note 10 ("Interest Rate Swap Agreements") . 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, creation of liens on assets, and the ability to dispose assets, make restricted payments, investments or acquisitions, enter into sale-leaseback transactions or enter 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 December 31, 2015 , CRNF was in compliance with the covenants contained in the credit facility. The Partnership is required to prepay outstanding amounts under the term facility in an amount equal to the net proceeds from the sale of assets or from insurance or condemnation awards related to collateral, in each case subject to certain reinvestment rights. In addition, the Partnership is required to prepay outstanding amounts under the term facility with the net proceeds from certain issuances of debt (other than debt permitted to be incurred under the credit facility). In connection with establishment of the credit facility in 2011, the Partnership incurred lender and other third-party costs of approximately $4.8 million . The costs associated with the credit facility have been deferred and are being amortized over the term of the credit facility as interest expense using the effective-interest amortization method for the term loan facility and the straight-line method for the revolving credit facility. See Note 15 ("Fair Value of Financial Instruments") for discussion of the fair value of the interest rate swap agreements. On February 9, 2016, CRLLC and the Partnership entered into a guaranty, pursuant to which CRLLC agreed to guaranty the indebtedness outstanding under the credit facility. If the credit facility becomes due prior to a refinancing by the Partnership, CRLLC is required to pay the indebtedness pursuant to this guaranty. The Partnership's obligation to repay CRLLC for the indebtedness will be pursuant to a promissory note ("the Note"). The terms of the Note will be mutually agreed upon by the parties, provided, the term will be the lesser of two years or such time that the Partnership obtains third-party financing ("New Debt") of at least $125.0 million on terms acceptable to the Partnership with a term of greater than one year from the inception of the New Debt. |
Interest Rate Swap Agreements
Interest Rate Swap Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap Agreements | (10) 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 9 (" Credit Facility "). The aggregate notional amount covered under these agreements, which commenced on August 12, 2011 and expired 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 will be 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 as governed by the CRNF credit facility. The agreements were designated as cash flow hedges at inception and accordingly, the effective portion of the gain or loss on the swap 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 Consolidated Statements of Operations was $1.1 million for each of the years ended December 31, 2015 , 2014 and 2013 . The interest rate swap agreements held by the Partnership also provide for the right to offset. However, as the interest rate swaps are both in a liability position, there are no amounts offset in the Consolidated Balance Sheets as of December 31, 2015 and 2014 . See Note 15 ("Fair Value of Financial Instruments") for discussion of the fair value of the interest rate swap agreements. |
Net Income Per Common Unit
Net Income Per Common Unit | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Unit | (11) Net Income Per Common Unit The Partnership's net income is allocated wholly to the common unitholders 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 phantom units and unvested common 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. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Benefit Plans | (12) Benefit Plans A subsidiary of CVR Energy sponsors and administers a defined contribution 401(k) plan, the CVR Energy 401(k) Plan (the "Plan"), in which employees of the general partner, CVR Partners and its subsidiaries may participate. Participants in the Plan may elect to contribute a designated percentage of their eligible compensation in accordance with the Plan, subject to statutory limits. The Partnership provides a matching contribution of 100% of the first 6% of eligible compensation contributed by participants. Participants in the Plan are immediately vested in their individual contributions. The Plan provides for a three -year vesting schedule for the Partnership's matching contributions and contains a provision to count service with predecessor organizations. The Partnership's contributions under the Plan were approximately $0.9 million , $0.7 million and $0.7 million , for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (13) Commitments and Contingencies Leases and Unconditional Purchase Obligations The minimum required payments for operating leases and unconditional purchase obligations are as follows: Operating Leases Unconditional Purchase Obligations (in thousands) Year ending December 31, 2016 $ 4,937 $ 20,221 Year ending December 31, 2017 3,307 15,040 Year ending December 31, 2018 2,496 13,573 Year ending December 31, 2019 1,897 11,786 Year ending December 31, 2020 1,403 9,445 Thereafter 2,257 57,058 $ 16,297 $ 127,123 CRNF leases railcars and facilities under long-term operating leases. Lease expense is included in cost of product sold (exclusive of depreciation and amortization) for the years ended December 31, 2015 , 2014 and 2013 and totaled approximately $4.6 million , $4.6 million and $4.7 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. 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 14 ("Related Party Transactions") for further discussion of the coke supply agreement. 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 years ended December 31, 2015 , 2014 and 2013 , totaled approximately $3.4 million , $4.0 million and $3.9 million , respectively. The Partnership is party to a pet coke supply agreement with HollyFrontier Corporation. The term of this agreement ends in December 2016 . The delivered cost of this pet coke totaled approximately $4.8 million , $4.3 million and $4.8 million for the years ended December 31, 2015 , 2014 and 2013 , respectively, which was recorded in cost of product sold (exclusive of depreciation and amortization). 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 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. In the opinion of management, the ultimate resolution of any other litigation matters is not expected to have a material adverse effect on the Partnership's results of operations or financial condition. There can be no assurance that management's beliefs or opinions with respect to liability for potential litigation matters are accurate. CRNF received a ten year property tax abatement from Montgomery County, Kansas (the "County") in connection with the construction of the nitrogen fertilizer plant that expired on December 31, 2007. In connection with the expiration of the abatement, the County reclassified and reassessed CRNF's nitrogen fertilizer plant for property tax purposes. The reclassification and reassessment resulted in an increase in CRNF's annual property tax expense by an average of approximately $10.7 million per year for the years ended December 31, 2008 and 2009, $11.7 million for the year ended December 31, 2010, $11.4 million for the year ended December 31, 2011 and $11.3 million for the year ended December 31, 2012. CRNF protested the classification and resulting valuation for each of those years to the Kansas Board of Tax Appeals ("BOTA"), followed by an appeal to the Kansas Court of Appeals. However, CRNF fully accrued and paid the property taxes the county claimed were owed for the years ended December 31, 2008 through 2012. The Kansas Court of Appeals, in a memorandum opinion dated August 9, 2013, reversed the BOTA decision in part and remanded the case to BOTA, instructing BOTA to classify each asset on an asset by asset basis instead of making a broad determination that the entire plant was real property as BOTA did originally. The County filed a motion for rehearing with the Kansas Court of Appeals and a petition for review with the Kansas Supreme Court, both of which have been denied. In March 2015, BOTA concluded that based upon an asset by asset determination, a substantial majority of the assets in dispute will be classified as personal property for the 2008 tax year. CRNF and the County next will submit evidence of valuation to BOTA with respect to the real property, following which, BOTA will issue its final decision. No amounts have been received or recognized in these consolidated financial statements related to the 2008 property tax matter or BOTA’s decision. On February 25, 2013, the County and CRNF agreed to a settlement for tax years 2009 through 2012, which has lowered and will lower CRNF's property taxes by about $10.7 million per year (as compared to the 2012 tax year) for tax years 2013 through 2016 based on current mill levy rates. In addition, the settlement provides the County will support CRNF's application before BOTA for a ten year tax exemption for the UAN expansion. Finally, the settlement provides that CRNF will continue its appeal of the 2008 reclassification and reassessment as discussed above. During the years ended December 31, 2015 , 2014 and 2013 , CRNF recognized approximately $1.3 million , $1.3 million and $1.4 million , respectively, in property tax expense included in direct operating expenses (exclusive of depreciation and amortization). Rentech Nitrogen Mergers Litigation On August 29, 2015, Mike Mustard, a purported unitholder of Rentech Nitrogen, filed a class action complaint on behalf of the public unitholders of Rentech Nitrogen against Rentech Nitrogen, Rentech Nitrogen GP, Rentech Nitrogen Holdings, Inc., Rentech, Inc., CVR Partners, DSHC, LLC, Merger Sub 1 and Merger Sub 2, and the members of the board of directors of Rentech Nitrogen GP (the "Rentech Nitrogen Board"), in the Court of Chancery of the State of Delaware (the "Mustard Lawsuit"). The Mustard Lawsuit alleges, among other things, that the consideration offered by CVR Partners is unfair and inadequate and that, by pursuing a transaction that is the result of an allegedly conflicted and unfair process, certain of the defendants have breached their duties owed to the unitholders of Rentech Nitrogen, and are engaging in self-dealing. Specifically, the lawsuit alleges that the director defendants: (i) failed to take steps to maximize the value of Rentech Nitrogen to its public shareholders, (ii) failed to properly value Rentech Nitrogen, and (iii) ignored or did not protect against the numerous conflicts of interest arising out of the proposed transaction. The Mustard Lawsuit also alleges that Rentech Nitrogen, Rentech Nitrogen GP, Rentech Nitrogen Holdings, Inc., Rentech, Inc., CVR Partners, DSHC, LLC, Merger Sub 1 and Merger Sub 2 aided and abetted the director defendants in their purported breach of fiduciary duties. On October 6, 2015, Jesse Sloan, a purported unitholder of Rentech Nitrogen, filed a class action complaint on behalf of the public unitholders of Rentech Nitrogen against Rentech Nitrogen, Rentech Nitrogen GP, CVR Partners, Merger Sub 1 and Merger Sub 2, and the members of the Rentech Nitrogen Board, in the United States District Court for the Central District of California (the "Sloan Lawsuit"). The Sloan Lawsuit alleges, among other things, that the attempted sale of Rentech Nitrogen to CVR Partners was conducted by means of an unfair process and for an unfair price. Specifically, the lawsuit alleges that (i) Rentech Nitrogen GP and the Rentech Nitrogen Board breached their obligations under the partnership agreement and their implied duty of good faith and fair dealing by causing Rentech Nitrogen to enter into the merger agreement and failing to disclose material information to unitholders of Rentech Nitrogen, (ii) the Rentech Nitrogen Board violated fiduciary duties owed to the unitholders of Rentech Nitrogen based primarily on allegations of inadequate consideration, restrictive deal protection devices and improper disclosure, (iii) each of the defendants aided and abetted in the foregoing breaches described in items (i) and (ii), and (iv) Rentech Nitrogen and the Rentech Nitrogen Board violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 thereunder based on improper disclosure contained in the Registration Statement on Form S-4 (Registration No. 333-206982), which was originally filed with the SEC by CVR Partners on September 17, 2015. Among other remedies, the plaintiffs in these actions seek to enjoin the mergers and seek unspecified money damages. The lawsuits are at a preliminary state, and the outcome of any such litigation is uncertain. An adverse ruling in these actions may cause the mergers to be delayed or not be completed, which could cause the Partnership not to realize some or all of the anticipated benefits of the mergers. No amounts have been recognized in these consolidated financial statements regarding the lawsuits. On February 1, 2016, the parties to the Mustard Lawsuit and the Sloan Lawsuit entered into a memorandum of understanding (“MOU”) providing for the proposed settlement of the lawsuits. While the defendants believe that no supplemental disclosure is required under applicable laws, in order to avoid the burden and expense of further litigation, they have agreed, pursuant to the terms of the MOU, to make certain supplemental disclosures related to the proposed mergers. The MOU contemplates that the parties will enter into a stipulation of settlement. The stipulation of settlement will be subject to customary conditions, including court approval following notice to Rentech Nitrogen’s unitholders. In the event that the parties enter into a stipulation of settlement, a hearing will be scheduled at which the United States District Court for the Central District of California (the “Court”) will consider the fairness, reasonableness and adequacy of the proposed settlement. If the proposed settlement is finally approved by the Court, it will resolve and release all claims by unitholders of Rentech Nitrogen challenging any aspect of the proposed mergers, the merger agreement and any disclosure made in connection therewith, including in the prospectus and definitive proxy statement, pursuant to terms that will be disclosed to such unitholders prior to final approval of the proposed settlement. In addition, in connection with the proposed settlement, the parties contemplate that plaintiffs’ counsel will file a petition in the Court for an award of attorneys’ fees and expenses to be paid by Rentech Nitrogen or its successor. The proposed settlement is also contingent upon, among other things, the mergers becoming effective under Delaware law. There can be no assurance that the Court will approve the proposed settlement contemplated by the MOU. In the event that the proposed settlement is not approved and such conditions are not satisfied, the defendants will continue to vigorously defend against the allegations in the lawsuits. 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 law or technology occur. CRNF owns and operates a facility utilized for the manufacture of nitrogen fertilizers. Therefore, CRNF has exposure to potential EHS liabilities related to past and present EHS conditions at this location. Under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act, and related state laws, certain persons may be liable for the release or threatened release of hazardous substances. These persons can include the current owner or operator of property where a release or threatened release occurred, any persons who owned or operated the property when the release occurred, and any persons who disposed of, or arranged for the transportation or disposal of, hazardous substances at a contaminated property. Liability under CERCLA is strict, and under certain circumstances, joint and several, so that any responsible party may be held liable for the entire cost of investigating and remediating the release of hazardous substances. CRNF is also subject to extensive and frequently changing federal, state and local, environmental and health and safety laws and regulations governing the emission and release of hazardous substances into the environment, the treatment and discharge of waste water, and the storage, handling, use and transportation of nitrogen products. The ultimate impact of complying with evolving laws and regulations is not always clearly known or determinable due in part to the fact that the Partnership's operations may change over time and certain implementing regulations for laws, such as the federal Clean Air Act, have not yet been finalized, are under governmental or judicial review or are being revised. These laws and regulations could result in increased capital, operating and compliance costs. Management periodically reviews and, as appropriate, revises its environmental accruals. Based on current information and regulatory requirements, management believes that the accruals established for environmental expenditures are adequate. CRNF believes it is in substantial compliance with existing EHS rules and regulations. There can be no assurance that the EHS matters described above or other EHS matters which may develop in the future will not have a material adverse effect on the business, financial condition, or results of operations of the Partnership. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (14) Related Party Transactions Registration Rights Agreement For the year ended December 31, 2013, the Partnership recognized approximately $0.5 million in expenses for the benefit of CRLLC in connection with CRLLC’s Secondary Offering in accordance with CVR Partners’ Registration Rights Agreement. These amounts included filing fees, printer fees, external accounting and external legal fees incurred in conjunction with the filing of the Secondary Offering. 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 subsidiary Coffeyville Resources Refining and Marketing, LLC ("CRRM") that govern the business relationships among each party. The agreements are described as in effect at December 31, 2015 . 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 currents assets and other long-term assets, on the 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 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 feedstocks 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 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, when applicable. 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 years ended December 31, 2015 , 2014 and 2013 , the net sales generated from the sale of hydrogen to CRRM were approximately $11.8 million , $10.1 million and $11.4 million , respectively. For the years ended December 31, 2015 , 2014 and 2013 , CVR Partners also recognized approximately $8,000 , $41,000 and $0.6 million , respectively, of cost of product sold related to the transfer of hydrogen from the refinery. At December 31, 2015 and 2014 , approximately $0.5 million and $1.3 million , respectively, of receivables were included in prepaid expenses and other current assets on the 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 associated with nitrogen for the years ended 2014 and 2013 , were approximately $1.0 million and $0.5 million , respectively, and were nominal for the year ended December 31, 2015 . 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 years ended December 31, 2015 , 2014 and 2013 , 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 has agreed to pay CRRM the cost of installing the pipe over the next three years and, in 2014, provided an additional 15% to cover the cost of capital. At December 31, 2015 and 2014 , an asset of approximately $0.2 million and $0.2 million , respectively, was included in prepaid expenses and other current assets and approximately $0.8 million and $1.0 million , respectively, was included in other long-term assets. Additionally, at December 31, 2014, there was an offset liability of approximately $0.1 million in accrued expenses and other current liabilities in the Consolidated Balance Sheets. CRNF also occasionally provides finished product tank capacity to CRRM under the agreement. Approximately $0.2 million and $0.3 million were reimbursed by CRRM for the use of tank capacity for the years ended December 31, 2015 and 2013 , respectively. This reimbursement was recorded as a reduction to direct operating expenses. The agreement has an initial term of 20 years, ending in 2027, which will be automatically extended for successive five year renewal periods. Either party may terminate the agreement, effective upon the last day of a term, by giving notice no later than three years prior to a renewal date. The agreement will also be terminable by mutual consent of the parties or if one party breaches the agreement and does not cure within applicable cure periods and the breach materially and adversely affects the ability of the terminating party to operate its facility. Additionally, the agreement may be terminated in some circumstances if substantially all of the operations at the nitrogen fertilizer plant or the Coffeyville, Kansas refinery are permanently terminated, or if either party is subject to a bankruptcy proceeding or otherwise becomes insolvent. At both December 31, 2015 and 2014 , receivables of $0.2 million 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 feedstock and shared services agreement other than amounts related to hydrogen sales and tail gas discussed above. At December 31, 2015 and 2014 , payables of $0.7 million and $1.1 million , respectively, were included in accounts payable on the Consolidated Balance Sheets associated with unpaid balances related to components of the feedstock and shared services agreement. 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 (the "UAN-based price") or 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 that excludes transportation cost ("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 also pay any taxes associated with the sale, purchase, transportation, delivery, storage or consumption of the pet coke. CRNF will be 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 agreement has an initial term of 20 years, ending in 2027, which will be automatically extended for successive five year renewal periods. Either party may terminate the agreement by giving notice no later than three years prior to a renewal date. The agreement is also terminable by mutual consent of the parties or if a party breaches the agreement and does not cure within applicable cure periods. Additionally, the agreement may be terminated in some circumstances if substantially all of the operations at the nitrogen fertilizer plant or the Coffeyville, Kansas refinery are permanently terminated, or if either party is subject to a bankruptcy proceeding or otherwise becomes insolvent. The cost of pet coke associated with the transfer of pet coke from CRRM to CRNF were approximately $6.6 million , $9.2 million and $9.8 million for the years ended December 31, 2015 , 2014 and 2013 , respectively, and included in cost of product sold (exclusive of depreciation and amortization) on the Consolidated Statement of Operations. Payables of $0.3 million and $0.5 million related to the coke supply agreement were included in accounts payable on the Consolidated Balance Sheets at December 31, 2015 and 2014 , respectively. Lease Agreement CRNF entered into a lease agreement with CRRM under which it leases certain office and laboratory space. The initial term of the lease will expire in October 2017, provided, however, that CRNF may terminate the lease at any time during the initial term by providing 180 days prior written notice. In addition, CRNF has the option to renew the lease agreement for up to five additional one -year periods by providing CRRM with notice of renewal at least 60 days prior to the expiration of the then existing term. For the years ended December 31, 2015 , 2014 and 2013 , expense incurred related to the use of the office and laboratory space totaled approximately $113,000 , $112,000 and $107,000 , respectively. There were no amounts outstanding with respect to the lease agreement as of December 31, 2015 and 2014 . Environmental Agreement CRNF entered into an environmental agreement with CRRM which provides for certain indemnification and access rights in connection with environmental matters affecting the Coffeyville, Kansas refinery and the nitrogen fertilizer plant. Generally, both CRNF and CRRM have agreed to indemnify and defend each other and each other's affiliates against liabilities associated with certain hazardous materials and violations of environmental laws that are a result of or caused by the indemnifying party's actions or business operations. This obligation extends to indemnification for liabilities arising out of off-site disposal of certain hazardous materials. Indemnification obligations of the parties will be reduced by applicable amounts recovered by an indemnified party from third parties or from insurance coverage. The term of the agreement is for at least 20 years, ending in 2027, or for so long as the feedstock and shared services agreement is in force, whichever is longer. 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. Under this agreement, the Partnership's general partner has engaged CVR Energy to conduct its day-to-day business operations. CVR Energy provides CVR Partners with the following services under the agreement, among others: • services from CVR Energy's employees in capacities equivalent to the capacities of corporate executive officers, except that those who serve in such capacities under the agreement shall serve the Partnership on a shared, part-time basis only, unless the Partnership and CVR Energy agree otherwise; • administrative and professional services, including legal, accounting services, human resources, insurance, tax, credit, finance, government affairs and regulatory affairs; • management of the Partnership's property and the property of its operating subsidiary in the ordinary course of business; • recommendations on capital raising activities to the board of directors of the Partnership's general partner, including the issuance of debt or equity interests, the entry into credit facilities and other capital market transactions; • managing or overseeing litigation and administrative or regulatory proceedings, and establishing appropriate insurance policies for the Partnership, and providing safety and environmental advice; • recommending the payment of distributions; and • managing or providing advice for other projects, including acquisitions, as may be agreed by CVR Energy and its general partner from time to time. As payment for services provided under the agreement, the Partnership, its general partner or CRNF must pay CVR Energy (i) all costs incurred by CVR Energy or its affiliates in connection with the employment of its employees, other than administrative personnel, who provide the Partnership services under the agreement on a full-time basis, but excluding certain share-based compensation; (ii) a prorated share of costs incurred by CVR Energy or its affiliates in connection with the employment of its employees, including administrative personnel, who provide the Partnership services under the agreement on a part-time basis, but excluding certain share-based compensation, and such prorated share shall be determined by CVR Energy on a commercially reasonable basis, based on the percentage of total working time that such shared personnel are engaged in performing services for the Partnership; (iii) a prorated share of certain administrative costs, including office costs, services by outside vendors, other sales, general and administrative costs and depreciation and amortization; and (iv) various other administrative costs in accordance with the terms of the agreement, including travel, insurance, legal and audit services, government and public relations and bank charges. Either CVR Energy or the Partnership's general partner may temporarily or permanently exclude any particular service from the scope of the agreement upon 180 days' notice. The Partnership's general partner may terminate the agreement upon at least 180 days' notice, but not more than one year's notice. Furthermore, the Partnership's general partner may terminate the agreement immediately if CVR Energy becomes bankrupt or dissolves or commences liquidation or winding-up procedures. In order to facilitate the carrying out of services under the agreement, CVR Partners and CVR Energy have granted one another certain royalty-free, non-exclusive and non-transferable rights to use one another's intellectual property under certain circumstances. The agreement also contains an indemnity provision whereby the Partnership, its general partner, and its subsidiaries, as indemnifying parties, agree to indemnify CVR Energy and its affiliates (other than the indemnifying parties themselves) against losses and liabilities incurred in connection with the performance of services under the agreement or any breach of the agreement, unless such losses or liabilities arise from a breach of the agreement by CVR Energy or other misconduct on its part, as provided in the agreement. The agreement contains a provision stating that CVR Energy is an independent contractor under the agreement and nothing in the agreement may be construed to impose an implied or express fiduciary duty owed by CVR Energy, on the one hand, to the recipients of services under the agreement, on the other hand. The agreement prohibits recovery of lost profits or revenue, or special, incidental, exemplary, punitive or consequential damages from CVR Energy or certain affiliates. Net amounts incurred under the services agreement for the years ended December 31, 2015 , 2014 and 2013 were as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Direct operating expenses (exclusive of depreciation and amortization) $ 3,500 $ 3,415 $ 4,428 Selling, general and administrative expenses (exclusive of depreciation and amortization) 10,735 11,193 10,013 Total $ 14,235 $ 14,608 $ 14,441 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 3 ("Share‑Based Compensation") , of $5.7 million , $5.1 million and $4.4 million , respectively, for the years ended December 31, 2015 , 2014 and 2013 . At December 31, 2015 and 2014 , payables of $3.2 million and $2.6 million , respectively, were included in accounts payable and accrued expenses and other current liabilities on the Consolidated Balance Sheets with respect to amounts billed in accordance with the services agreement. At December 31, 2014 , receivables of $0.1 million were included in prepaid expenses and other current assets associated for amounts yet to be received related to components of the services agreement, and the amount was nominal at December 31, 2015 . GP Services Agreement The Partnership is party to a GP Services Agreement dated November 29, 2011 and subsequently amended between the Partnership, CVR GP and CVR Energy. This agreement allows CVR Energy to engage CVR GP, in its capacity as the Partnership's general partner, to provide CVR Energy with (i) business development and related services and (ii) advice or recommendations for such other projects as may be agreed between the Partnership's general partner and CVR Energy from time to time. As payment for certain specific services provided under the agreement, CVR Energy must pay a prorated share of costs incurred by the Partnership or its general partner in connection with the employment of the certain employees who provide CVR Energy services on a part-time basis, as determined by the Partnership's general partner on a commercially reasonable basis based on the percentage of total working time that such shared personnel are engaged in performing services for CVR Energy. CVR Energy is not required to directly pay any compensation, salaries, bonuses or benefits to any of the Partnership's or general partner's employees who provide services to CVR Energy on a full-time or part-time basis, thus the Partnership will continue to pay their compensation. Either CVR Energy or the Partnership's general partner may temporarily or permanently exclude any particular service from the scope of the agreement upon 180 days' notice. The Partnership's general partner also has the right to delegate the performance of some or all of the services to be provided pursuant to the agreement to one of its affiliates or any other person or entity, though such delegation does not relieve the Partnership's general partner from its obligations under the agreement. Either CVR Energy or the Partnership's general partner may terminate the agreement upon at least 180 days' notice, but not more than one year's notice. Furthermore, CVR Energy may terminate the agreement immediately if the Partnership, or its general partner, become bankrupt, or dissolve and commence liquidation or winding-up. Limited Partnership Agreement The Partnership's general partner manages the Partnership's operations and activities as specified in the partnership agreement. The general partner of the Partnership is managed by its board of directors. CRLLC has the right to select the directors of the general partner. Actions by the general partner that are made in its individual capacity are made by CRLLC as the sole member of the general partner and not by its board of directors. The members of the board of directors of the general partner are not elected by the unitholders and are not subject to re-election on a regular basis in the future. The officers of the general partner manage the day-to-day affairs of the Partnership's business. 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 recorded expenses of approximately $3.9 million , $2.6 million and $4.1 million , for the years ended December 31, 2015 , 2014 and 2013 , 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. At December 31, 2015 and 2014 , amounts due of $2.0 million and $1.1 million , respectively, were included in personnel accruals on the Consolidated Balance Sheets with respect to amounts outstanding in accordance with the limited partnership agreement. Railcar Lease Agreement From March 2009 through June 2013, the Partnership leased 199 railcars from American Railcar Leasing, LLC ("ARL"), a company controlled by Mr. Carl C. Icahn, CVR Energy's majority stockholder. On June 13, 2013, the Partnership purchased the railcars from ARL for approximately $5.0 million . For the year ended December 31, 2013 , rent expense of approximately $0.4 million was recorded in cost of product sold in the Consolidated Statement of Operations related to this agreement. Railcar Purchases and Maintenance In 2014, the Partnership purchased fifty new UAN railcars from American Railcar Industries, Inc. ("ARI") for approximately $6.7 million and twelve used UAN railcars from ARL for approximately $1.1 million . Both ARI and ARL are controlled by Mr. Icahn, CVR Energy's majority shareholder. Also, ARI performed railcar maintenance for the Partnership and the expenses associated with this maintenance were approximately $50,000 for the year ended December 31, 2014 . 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. New Term Loan Financing Commitment Letter As discussed in Note 1 ("Formation of the Partnership, Organization and Nature of Business") , CVR Partners entered into the commitment letter with CRLLC, pursuant to which CRLLC has committed to, on the terms and subject to the conditions set forth in the commitment letter, make available to CVR Partners term loan financing of up to $150.0 million , which amounts would be available solely to fund certain payments and expenses relating to the mergers. CRLLC Guaranty On February 9, 2016, CRLLC and the Partnership entered into a guaranty, pursuant to which CRLLC agreed to guaranty the indebtedness outstanding under the credit facility. If the credit facility becomes due prior to a refinancing by the Partnership, CRLLC is required to pay the indebtedness pursuant to this guaranty. The Partnership's obligation to repay CRLLC for the indebtedness will be pursuant to a promissory note ("the Note"). The terms of the Note will be mutually agreed upon by the parties, provided, the term will be the lesser of two years or such time that the Partnership obtains third-party financing ("New Debt") of at least $125.0 million on terms acceptable to the Partnership with a term of greater than one year from the inception of the New Debt. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | (15) Fair Value of Financial Instruments The fair values of financial instruments are estimated based upon current market conditions and quoted market prices for the same or similar instruments. Management estimates that the carrying value approximates fair value for all of the Partnerships' assets and liabilities that fall under the scope of ASC 825, Financial Instruments . Fair value measurements are derived using inputs (assumptions that market participants would use in pricing an asset or liability) including assumptions about risk. ASC 820, Fair Value Measurements , categorizes inputs used in fair value measurements into three broad levels as follows: • (Level 1) Quoted prices in active markets for identical assets or liabilities. • (Level 2) Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data. • (Level 3) Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs. The following table sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, as of December 31, 2015 and 2014 , respectively. December 31, 2015 Level 1 Level 2 Level 3 Total (in thousands) Financial Statement Caption and Description Other current liabilities (interest rate swaps) $ — $ 119 $ — $ 119 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 The only financial assets and liabilities that were measured at fair value on a recurring basis during the periods presented were the Partnership’s money market account and interest rate swap instruments. During 2015, the full balance of the money market account was transferred to the Partnership's operating cash account. 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 10 (" 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 years ended December 31, 2015 and 2014 . The carrying value of the Partnership’s debt approximates fair value. |
Major Customers and Suppliers
Major Customers and Suppliers | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Major Customers and Suppliers | (16) Major Customers and Suppliers Sales of nitrogen fertilizer to major customers, as a percentage of total net sales, were as follows: December 31, 2015 2014 2013 Nitrogen Fertilizer Customer A 10 % 17 % 15 % Customer B 14 % 10 % 13 % 24 % 27 % 28 % The Partnership maintains contracts with CVR Energy and its affiliates. See Note 14 (" Related Party Transactions "). The Partnership currently buys several key raw materials through a single supplier, Linde, which owns, operates and maintains an air separation plant. The inability of Linde to perform in accordance with its contractual obligations could have a material adverse effect on the Partnership's results of operations, financial condition and ability to make cash distributions. CVR Energy maintains, for our benefit, contingent business interruption insurance with a $200.0 million limit for any interruption caused by physical damage to the air separation plant that results in a loss of production from an insured peril. |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information (Unaudited) | (17) Selected Quarterly Financial Information (Unaudited): Summarized quarterly financial data for December 31, 2015 and 2014 : Year Ended December 31, 2015 Quarter First Second Third Fourth (in thousands, except per unit data) Net sales $ 93,050 $ 80,815 $ 49,325 $ 66,004 Operating costs and expenses: Cost of product sold (exclusive of depreciation and amortization) – Affiliates 1,818 2,184 1,147 1,552 Cost of product sold (exclusive of depreciation and amortization) – Third parties 23,951 13,240 13,354 7,943 25,769 15,424 14,501 9,495 Direct operating expenses (exclusive of depreciation and amortization) – Affiliates 1,027 1,195 1,030 841 Direct operating expenses (exclusive of depreciation and amortization) – Third parties 23,387 23,951 32,149 22,476 24,414 25,146 33,179 23,317 Selling, general and administrative expenses (exclusive of depreciation and amortization) – Affiliates 3,267 3,361 3,661 3,672 Selling, general and administrative expenses (exclusive of depreciation and amortization) – Third parties 1,316 1,162 2,381 1,948 4,583 4,523 6,042 5,620 Depreciation and amortization 6,819 7,010 7,409 7,214 Total operating costs and expenses 61,585 52,103 61,131 45,646 Operating income (loss) 31,465 28,712 (11,806 ) 20,358 Other income (expense): Interest expense and other financing costs (1,697 ) (1,717 ) (1,727 ) (1,739 ) Interest income 12 12 10 6 Other income, net 6 5 54 99 Total other income (expense) (1,679 ) (1,700 ) (1,663 ) (1,634 ) Income before income tax expense (benefit) 29,786 27,012 (13,469 ) 18,724 Income tax expense (benefit) 12 (4 ) 9 (7 ) Net income (loss) $ 29,774 $ 27,016 $ (13,478 ) $ 18,731 Net income (loss) per common unit – basic $ 0.41 $ 0.37 $ (0.18 ) $ 0.26 Net income (loss) per common unit – diluted $ 0.41 $ 0.37 $ (0.18 ) $ 0.26 Weighted-average common units outstanding: Basic 73,123 73,123 73,123 73,123 Diluted 73,131 73,131 73,123 73,131 Year Ended December 31, 2014 Quarter First Second Third Fourth (in thousands, except per unit data) Net sales $ 80,316 $ 77,215 $ 66,733 $ 74,401 Operating costs and expenses: Cost of product sold – Affiliates 2,246 2,327 2,232 2,619 Cost of product sold (exclusive of depreciation and amortization) – Third parties 19,462 17,109 13,202 12,755 21,708 19,436 15,434 15,374 Direct operating expenses (exclusive of depreciation and amortization) – Affiliates 753 817 621 833 Direct operating expenses (exclusive of depreciation and amortization) – Third parties 23,436 26,100 25,487 20,911 24,189 26,917 26,108 21,744 Selling, general and administrative expenses (exclusive of depreciation and amortization) – Affiliates 3,536 3,973 3,035 2,867 Selling, general and administrative expenses (exclusive of depreciation and amortization) – Third parties 1,118 1,297 928 949 4,654 5,270 3,963 3,816 Depreciation and amortization 6,667 6,792 6,812 6,978 Total operating costs and expenses 57,218 58,415 52,317 47,912 Operating income 23,098 18,800 14,416 26,489 Other income (expense): Interest expense and other financing costs (1,659 ) (1,669 ) (1,724 ) (1,731 ) Interest income 6 6 7 11 Other income, net 15 — 33 23 Total other income (expense) (1,638 ) (1,663 ) (1,684 ) (1,697 ) Income before income tax expense (benefit) 21,460 17,137 12,732 24,792 Income tax expense (benefit) 7 7 13 (55 ) Net income $ 21,453 $ 17,130 $ 12,719 $ 24,847 Net income per common unit – basic $ 0.29 $ 0.23 $ 0.17 $ 0.34 Net income per common unit – diluted $ 0.29 $ 0.23 $ 0.17 $ 0.34 Weighted-average common units outstanding: Basic 73,113 73,113 73,115 73,117 Diluted 73,145 73,146 73,139 73,133 Factors Impacting the Comparability of Quarterly Results of Operations During the third quarter of 2015, the nitrogen fertilizer facility completed a major scheduled turnaround and the gasification, ammonia and UAN units were down for between 17 to 20 days each. Overall results during the third quarter of 2015 were negatively impacted due to the lost production during the downtime that resulted in reduced sales and certain reduced variable expenses included in cost of product sold (exclusive of depreciation and amortization) and direct operating expenses (exclusive of depreciation and amortization). Costs of approximately $0.4 million and $6.6 million associated with the 2015 turnaround are included in direct operating expenses (exclusive of depreciation and amortization) for the three months ended June 30, 2015 and September 30, 2015, respectively. Linde owns, operates, and maintains the air separation plant that provides contract volumes of oxygen, nitrogen, and compressed dry air to the gasifiers. During the third quarter of 2015, the Linde air separation unit experienced downtime, in excess of the downtime associated with the major scheduled turnaround discussed above, that resulted in the gasification, ammonia and UAN units being down for between 16 to 19 days each. Overall results in the third quarter of 2015 were negatively impacted due to the lost production during the downtime that resulted in reduced sales and certain reduced variable expenses included in cost of product sold (exclusive of depreciation and amortization) and direct operating expenses (exclusive of depreciation and amortization) for the three months ended September 30, 2015. The three months ended December 31, 2014 were positively impacted by a non-recurring reimbursement associated with utility costs. During the fourth quarter of 2014, the Partnership recorded a credit of approximately $3.4 million as a reduction to direct operating expenses (exclusive of depreciation and amortization). During the three months ended June 30, 2014, the gasification, ammonia and UAN units were taken down for between five to seven days each for a planned installation of a waste heat boiler and for the completion of several key tasks in order to upgrade to the pressure swing adsorption unit. Overall results were negatively impacted due to the lost production during the downtime that resulted in reduced sales and certain reduced variable expenses included in cost of product sold (exclusive of depreciation and amortization) and direct operating expenses (exclusive of depreciation and amortization). The Partnership incurred costs related to the repairs and maintenance and other associated costs of approximately $0.5 million , which were recognized in direct operating expenses (exclusive of depreciation and amortization) during the three months ended June 30, 2014. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | (18) Subsequent Events Distribution On February 17, 2016 , the Board of Directors of the general partner of the Partnership declared a cash distribution for the fourth quarter of 2015 in the amount of $ 0.27 per common unit, or $ 19.7 million in aggregate. The cash distribution will be paid on March 7, 2016 to the Partnership's unitholders of record at the close of business on February 29, 2016 . Total cash distributions paid and to be paid based upon available cash for 2015 were $ 1.11 per common unit. Pending Mergers See Note 1 ("Formation of the Partnership, Organization and Nature of Business") for discussion of the Rentech Nitrogen pending mergers and see Note 13 ("Commitments and Contingencies") for discussion of litigation related to the pending mergers. Guaranty On February 9, 2016, CRLLC and the Partnership entered into a guaranty, pursuant to which CRLLC agreed to guaranty the indebtedness outstanding under the credit facility. See Note 9 ("Credit Facility") for discussion of the guaranty. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The accompanying Partnership consolidated financial statements include the accounts of CVR Partners and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | The Partnership considers all highly liquid money market accounts with original maturities of three months or less to be cash equivalents. Under the Partnership's cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the Consolidated Balance Sheets. The change in book overdrafts are reported in the Consolidated Statements of Cash Flows as a component of operating cash flows for accounts payable as they do not represent bank overdrafts. |
Accounts Receivable, net | CVR Partners grants credit to its customers. Credit is extended based on an evaluation of a customer's financial condition; generally, collateral is not required. Accounts receivable are due on negotiated terms and are stated at amounts due from customers, net of an allowance for doubtful accounts. Accounts outstanding longer than their contractual payment terms are considered past due. CVR Partners determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts are past due, the customer's ability to pay its obligations to CVR Partners, and the condition of the general economy and the industry as a whole. CVR Partners writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. Amounts collected on accounts receivable are included in net cash provided by operating activities in the Consolidated Statements of Cash Flows. |
Inventories | Inventories consist of fertilizer products which are valued at the lower of first-in, first-out ("FIFO") cost, or market. Inventories also include raw materials, precious metals, parts and supplies, which are valued at the lower of moving-average cost, which approximates FIFO, or market. The cost of inventories includes inbound freight costs. |
Property, Plant, and Equipment | Additions to property, plant and equipment, including capitalized interest and certain costs allocable to construction and property purchases, are recorded at cost. Capitalized interest is added to any capital project over $1.0 million in costs which is expected to take more than six months to complete. Depreciation is computed using principally the straight-line method over the estimated useful lives of the various classes of depreciable assets. The lives used in computing depreciation for such assets are as follows: Asset Range of Useful Lives, in Years Improvements to land 30 Buildings 30 Machinery and equipment 5 to 30 Automotive equipment 5 Furniture and fixtures 3 to 7 Railcars 25 to 30 Leasehold improvements are depreciated on the straight-line method over the shorter of the contractual lease term or the estimated useful life. Expenditures for routine maintenance and repair costs are expensed when incurred. Such expenses are reported in direct operating expenses (exclusive of depreciation and amortization) in the Partnership's Consolidated Statements of Operations. |
Goodwill | Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired less liabilities assumed. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired. The Partnership uses November 1 of each year as its annual valuation date for its goodwill impairment test. |
Deferred Financing Costs | The lender and other third-party costs associated with debt issuances are deferred and amortized to interest expense and other financing costs using the effective-interest method over the life of the debt. Deferred financing costs related to the Partnership's revolving credit facility are amortized using the straight-line method through the termination date of the facility. |
Planned Major Maintenance Costs | The direct-expense method of accounting is used for maintenance activities, including planned major maintenance activities and other less extensive shutdowns. Maintenance costs are recognized as expense when maintenance services are performed. Planned major maintenance activities generally occur every two to three years. |
Cost Classifications | Cost of product sold (exclusive of depreciation and amortization) consist primarily of freight and distribution expenses, pet coke expenses, purchased ammonia and purchased hydrogen. Cost of product sold excluded depreciation and amortization of approximately $0.6 million , $0.4 million and $0.3 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Direct operating expenses (exclusive of depreciation and amortization) consist primarily of energy and other utility costs, direct costs of labor, property taxes, plant-related maintenance services and environmental and safety compliance costs as well as catalyst and chemical costs. Direct operating expenses also include allocated share-based compensation from CVR Energy and its subsidiaries, as discussed in Note 3 (" Share‑Based Compensation "). Direct operating expenses excluded depreciation and amortization of approximately $27.8 million , $26.8 million and $25.3 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Selling, general and administrative expenses (exclusive of depreciation and amortization) consist primarily of direct and allocated legal expenses, treasury, accounting, marketing, human resources, information technology and maintaining the corporate offices in Texas and Kansas. Selling, general and administrative expenses also include allocated share-based compensation from CVR Energy and its subsidiaries, as discussed in Note 3 (" Share‑Based Compensation "). |
Income Taxes | CVR Partners is treated as a partnership for U.S. federal income tax purposes. The income tax liability of the common unitholders is not reflected in the consolidated financial statements of the Partnership. Generally, each common unitholder is required to take into account its respective share of CVR Partners' income, gains, loss and deductions. The Partnership is not subject to income taxes, except for a franchise tax in the State of Texas and a replacement tax in the State of Illinois. Under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic ("ASC") 740, Income Taxes , taxes based on income like the Texas franchise tax and the Illinois replacement tax are accounted for using the liability method under which deferred income taxes are recognized for the future tax effects of temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities using the enacted statutory tax rates in effect at the end of the period. A valuation allowance for deferred tax assets is recorded when it is more likely than not that the benefit from the deferred tax asset will not be realized. When applicable, penalties and interest related to uncertain tax positions are recorded as income tax expense. |
Segment Reporting | The Partnership accounts for segment reporting in accordance with ASC 280, Segment Reporting , which establishes standards for entities to report information about the operating segments and geographic areas in which they operate. CVR Partners only operates one segment and all of its operations are located in the United States. |
Impairment of Long-Lived Assets | The Partnership accounts for impairment of long-lived assets in accordance with ASC 360, Property, Plant and Equipment — Impairment or Disposal of Long-Lived Assets ("ASC 360"). In accordance with ASC 360, the Partnership reviews long-lived assets (excluding goodwill) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized for the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of their carrying value or fair value less cost to sell. No impairment charges were recognized for any of the periods presented. |
Revenue Recognition | Revenues for products sold are recorded upon delivery of the products to customers, which is the point at which title is transferred, the customer has the assumed risk of loss, and payment has been received or collection is reasonably assured. Deferred revenue represents customer prepayments under contracts to guarantee a price and supply of nitrogen fertilizer in quantities expected to be delivered in the next 12 months in the normal course of business. Taxes collected from customers and remitted to governmental authorities are not included in reported revenues. |
Shipping Costs | Pass-through finished goods delivery costs reimbursed by customers are reported in net sales, while an offsetting expense is included in cost of product sold (exclusive of depreciation and amortization). |
Derivative Instruments and Fair Value of Financial Instruments | The Partnership uses forward swap contracts primarily to reduce the exposure to changes in interest rates on its debt and to provide a cash flow hedge. These derivative instruments have been designated as hedges for accounting purposes. Accordingly, these instruments are recorded at fair value in the Consolidated Balance Sheets at each reporting period end. The measurement of the cash flow hedge ineffectiveness will be recognized in earnings, if applicable. The effective portion of the gain or loss on the swaps will be reported in accumulated other comprehensive income (loss) ("AOCI"), in accordance with ASC 815, Derivatives and Hedging . See Note 10 ("Interest Rate Swap Agreements") for further discussion. Other financial instruments consisting of cash, accounts receivable, and accounts payable are carried at cost, which approximates fair value, as a result of the short-term nature of the instruments. |
Share-Based Compensation | The Partnership has recorded share-based compensation related to the CVR Partners, LP Long Term Incentive Plan (the "CVR Partners LTIP") and has been allocated share-based compensation from CVR Energy and CRLLC. The Partnership accounts for share-based compensation in accordance with ASC 718, Compensation — Stock Compensation ("ASC 718"). ASC 718 requires that compensation costs relating to share-based payment transactions be recognized in a company's financial statements. ASC 718 applies to transactions in which an entity exchanges its equity instruments for goods or services and also may apply to liabilities an entity incurs for goods or services that are based on the fair value of those equity instruments. |
Environmental Matters | Liabilities related to future remediation costs of past environmental contamination of properties are recognized when the related costs are considered probable and can be reasonably estimated. Estimates of these costs are based upon currently available facts, internal and third-party assessments of contamination, available remediation technology, site-specific costs, and currently enacted laws and regulations. In reporting environmental liabilities, no offset is made for potential recoveries. Loss contingency accruals, including those for environmental remediation, are subject to revision as further information develops or circumstances change and such accruals can take into account the legal liability of other parties. Environmental expenditures are capitalized at the time of the expenditure when such costs provide future economic benefits. |
Use of Estimates | The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP"), using management's best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates and judgments. |
Allocation of Costs | CVR Energy and its subsidiaries provide a variety of services to the Partnership, including cash management and financing services, employee benefits provided through CVR Energy's benefit plans, administrative services provided by CVR Energy's employees and management, insurance and office space leased in CVR Energy's headquarters building and other locations. As such, the accompanying consolidated financial statements include costs that have been incurred by CVR Energy on behalf of the Partnership. These amounts incurred by CVR Energy are then billed or allocated to the Partnership and are properly classified on the Consolidated Statements of Operations as either direct operating expenses (exclusive of depreciation and amortization) or as selling, general and administrative expenses (exclusive of depreciation and amortization). The billing and allocation of such costs are governed by the services agreement entered into between CVR Energy, Inc. and CVR Partners and affiliated companies in October 2007 and subsequently amended. The services agreement provides guidance for the treatment of certain general and administrative expenses and certain direct operating expenses incurred on the Partnership's behalf. Such expenses include, but are not limited to, salaries, benefits, share-based compensation expense, insurance, accounting, tax, legal and technology services. Costs which are specifically incurred on behalf of the Partnership are billed directly to the Partnership. See Note 14 ("Related Party Transactions") for a detailed discussion of the billing procedures and the basis for calculating the charges for specific products and services. The Partnership's general partner manages the Partnership's operations and activities as specified in the partnership agreement. The general partner of the Partnership is managed by its board of directors. 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). |
Subsequent Events | The Partnership evaluated subsequent events, if any, that would require an adjustment to the Partnership's consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of the consolidated financial statements. |
Recent Accounting Pronouncements | In May 2014, the FASB issued Accounting Standards 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 15, 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 Consolidated Balance Sheets. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of lives used in computing depreciation for depreciable assets | The lives used in computing depreciation for such assets are as follows: Asset Range of Useful Lives, in Years Improvements to land 30 Buildings 30 Machinery and equipment 5 to 30 Automotive equipment 5 Furniture and fixtures 3 to 7 Railcars 25 to 30 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of the common units and phantom units activity and changes under the CVR Partners LTIP | A summary of the common units and phantom units (collectively "Units") activity under the CVR Partners LTIP during the years ended December 31, 2015 , 2014 and 2013 is presented below: Units Weighted- Average Grant Date Fair Value Aggregate Intrinsic Value (dollars in thousands) Non-vested at December 31, 2012 201,812 $ 23.70 $ 5,094 Granted 58,536 16.13 Vested (89,229 ) 23.24 Forfeited — — Non-vested at December 31, 2013 171,119 $ 21.34 $ 2,817 Granted 198,141 9.44 Vested (48,310 ) 20.95 Forfeited (77,004 ) 23.49 Non-vested at December 31, 2014 243,946 $ 11.07 $ 2,376 Granted 245,199 7.87 Vested (94,854 ) 12.55 Forfeited (2,388 ) 10.99 Non-vested at December 31, 2015 391,903 $ 8.71 $ 3,139 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following: December 31, 2015 2014 (in thousands) Finished goods $ 9,589 $ 12,393 Raw materials and precious metals 9,055 9,333 Parts and supplies 18,885 13,888 $ 37,529 $ 35,614 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2015 2014 (in thousands) Land and improvements $ 5,441 $ 5,263 Buildings and improvements 3,049 2,266 Machinery and equipment 574,326 559,210 Automotive equipment 448 497 Furniture and fixtures 918 882 Railcars 16,315 14,524 Construction in progress 1,641 6,515 $ 602,138 $ 589,157 Less: Accumulated depreciation 209,005 184,223 Total net, property, plant, and equipment $ 393,133 $ 404,934 |
Partners' Capital and Partner32
Partners' Capital and Partnership Distributions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Summary of cash distributions paid to unitholders | The following is a summary of cash distributions paid to the unitholders during the years ended December 31, 2015 , 2014 and 2013 for the respective quarters to which the distributions relate: December 31, March 31, June 30, September 30, Total Cash ($ in millions, except per common unit amounts) Amount paid to CRLLC $ 16.0 $ 17.5 $ 15.2 $ — $ 48.7 Amounts paid to public unitholders 14.0 15.4 13.3 — 42.7 Total amount paid $ 30.0 $ 32.9 $ 28.5 $ — $ 91.4 Per common unit $ 0.41 $ 0.45 $ 0.39 $ — $ 1.25 Common units outstanding (in thousands) 73,123 73,123 73,123 73,123 December 31, March 31, June 30, September 30, Total Cash Distributions Paid in 2014 ($ in millions, except per common unit amounts) Amount paid to CRLLC $ 16.7 $ 14.8 $ 12.8 $ 10.5 $ 54.9 Amounts paid to public unitholders 14.7 13.0 11.3 9.2 48.2 Total amount paid $ 31.4 $ 27.8 $ 24.1 $ 19.7 $ 103.1 Per common unit $ 0.43 $ 0.38 $ 0.33 $ 0.27 $ 1.41 Common units outstanding (in thousands) 73,113 73,113 73,114 73,117 December 31, March 31, June 30, September 30, Total Cash Distributions Paid in 2013 ($ in millions, except per common unit amounts) Amount paid to CRLLC $ 9.8 $ 31.1 $ 22.7 $ 14.0 $ 77.5 Amounts paid to public unitholders 4.2 13.5 19.9 12.3 50.0 Total amount paid $ 14.0 $ 44.6 $ 42.6 $ 26.3 $ 127.5 Per common unit $ 0.192 $ 0.610 $ 0.583 $ 0.36 $ 1.745 Common units outstanding (in thousands) 73,065 73,065 73,075 73,078 |
Accrued Expenses and Other Cu33
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities were as follows: December 31, December 31, (in thousands) Property taxes $ 1,371 $ 1,376 Current interest rate swap liabilities 119 855 Accrued interest 458 458 Railcar maintenance accruals 209 2,827 Affiliates (1) 2,334 2,094 Other accrued expenses and liabilities 1,192 1,952 $ 5,683 $ 9,562 _______________________________________ (1) Accrued expenses and other current liabilities include amounts owed by the Partnership to CVR Energy and its subsidiaries, which are related parties under the feedstock and shared services agreement and services agreement. Refer to "Allocation of Costs" in Note 2 ("Summary of Significant Accounting Policies") and refer to Note 14 ("Related Party Transactions") for additional discussion. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum required payments for operating leases and unconditional purchase obligations | The minimum required payments for operating leases and unconditional purchase obligations are as follows: Operating Leases Unconditional Purchase Obligations (in thousands) Year ending December 31, 2016 $ 4,937 $ 20,221 Year ending December 31, 2017 3,307 15,040 Year ending December 31, 2018 2,496 13,573 Year ending December 31, 2019 1,897 11,786 Year ending December 31, 2020 1,403 9,445 Thereafter 2,257 57,058 $ 16,297 $ 127,123 |
Related Party Transactions Rela
Related Party Transactions Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Net amounts incurred under the services agreement for the years ended December 31, 2015 , 2014 and 2013 were as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Direct operating expenses (exclusive of depreciation and amortization) $ 3,500 $ 3,415 $ 4,428 Selling, general and administrative expenses (exclusive of depreciation and amortization) 10,735 11,193 10,013 Total $ 14,235 $ 14,608 $ 14,441 |
Fair Value of Financial Instr36
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2015 and 2014 , respectively. December 31, 2015 Level 1 Level 2 Level 3 Total (in thousands) Financial Statement Caption and Description Other current liabilities (interest rate swaps) $ — $ 119 $ — $ 119 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 |
Major Customers and Suppliers (
Major Customers and Suppliers (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Schedule of sales of nitrogen fertilizer to major customers | Sales of nitrogen fertilizer to major customers, as a percentage of total net sales, were as follows: December 31, 2015 2014 2013 Nitrogen Fertilizer Customer A 10 % 17 % 15 % Customer B 14 % 10 % 13 % 24 % 27 % 28 % |
Selected Quarterly Financial 38
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of quarterly financial data | Summarized quarterly financial data for December 31, 2015 and 2014 : Year Ended December 31, 2015 Quarter First Second Third Fourth (in thousands, except per unit data) Net sales $ 93,050 $ 80,815 $ 49,325 $ 66,004 Operating costs and expenses: Cost of product sold (exclusive of depreciation and amortization) – Affiliates 1,818 2,184 1,147 1,552 Cost of product sold (exclusive of depreciation and amortization) – Third parties 23,951 13,240 13,354 7,943 25,769 15,424 14,501 9,495 Direct operating expenses (exclusive of depreciation and amortization) – Affiliates 1,027 1,195 1,030 841 Direct operating expenses (exclusive of depreciation and amortization) – Third parties 23,387 23,951 32,149 22,476 24,414 25,146 33,179 23,317 Selling, general and administrative expenses (exclusive of depreciation and amortization) – Affiliates 3,267 3,361 3,661 3,672 Selling, general and administrative expenses (exclusive of depreciation and amortization) – Third parties 1,316 1,162 2,381 1,948 4,583 4,523 6,042 5,620 Depreciation and amortization 6,819 7,010 7,409 7,214 Total operating costs and expenses 61,585 52,103 61,131 45,646 Operating income (loss) 31,465 28,712 (11,806 ) 20,358 Other income (expense): Interest expense and other financing costs (1,697 ) (1,717 ) (1,727 ) (1,739 ) Interest income 12 12 10 6 Other income, net 6 5 54 99 Total other income (expense) (1,679 ) (1,700 ) (1,663 ) (1,634 ) Income before income tax expense (benefit) 29,786 27,012 (13,469 ) 18,724 Income tax expense (benefit) 12 (4 ) 9 (7 ) Net income (loss) $ 29,774 $ 27,016 $ (13,478 ) $ 18,731 Net income (loss) per common unit – basic $ 0.41 $ 0.37 $ (0.18 ) $ 0.26 Net income (loss) per common unit – diluted $ 0.41 $ 0.37 $ (0.18 ) $ 0.26 Weighted-average common units outstanding: Basic 73,123 73,123 73,123 73,123 Diluted 73,131 73,131 73,123 73,131 Year Ended December 31, 2014 Quarter First Second Third Fourth (in thousands, except per unit data) Net sales $ 80,316 $ 77,215 $ 66,733 $ 74,401 Operating costs and expenses: Cost of product sold – Affiliates 2,246 2,327 2,232 2,619 Cost of product sold (exclusive of depreciation and amortization) – Third parties 19,462 17,109 13,202 12,755 21,708 19,436 15,434 15,374 Direct operating expenses (exclusive of depreciation and amortization) – Affiliates 753 817 621 833 Direct operating expenses (exclusive of depreciation and amortization) – Third parties 23,436 26,100 25,487 20,911 24,189 26,917 26,108 21,744 Selling, general and administrative expenses (exclusive of depreciation and amortization) – Affiliates 3,536 3,973 3,035 2,867 Selling, general and administrative expenses (exclusive of depreciation and amortization) – Third parties 1,118 1,297 928 949 4,654 5,270 3,963 3,816 Depreciation and amortization 6,667 6,792 6,812 6,978 Total operating costs and expenses 57,218 58,415 52,317 47,912 Operating income 23,098 18,800 14,416 26,489 Other income (expense): Interest expense and other financing costs (1,659 ) (1,669 ) (1,724 ) (1,731 ) Interest income 6 6 7 11 Other income, net 15 — 33 23 Total other income (expense) (1,638 ) (1,663 ) (1,684 ) (1,697 ) Income before income tax expense (benefit) 21,460 17,137 12,732 24,792 Income tax expense (benefit) 7 7 13 (55 ) Net income $ 21,453 $ 17,130 $ 12,719 $ 24,847 Net income per common unit – basic $ 0.29 $ 0.23 $ 0.17 $ 0.34 Net income per common unit – diluted $ 0.29 $ 0.23 $ 0.17 $ 0.34 Weighted-average common units outstanding: Basic 73,113 73,113 73,115 73,117 Diluted 73,145 73,146 73,139 73,133 |
Formation of the Partnership,39
Formation of the Partnership, Organization and Nature of Business (Details) - USD ($) $ / shares in Units, $ in Millions | May. 28, 2013 | Apr. 13, 2011 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May. 27, 2013 | Dec. 31, 2013 |
Formation of the Partnership, Organization and Nature of Business | |||||||
Percentage of limited partner interest held by the public | 47.00% | 47.00% | |||||
CRLLC | |||||||
Formation of the Partnership, Organization and Nature of Business | |||||||
Limited partner interest (as a percent) | 53.00% | 53.00% | |||||
General partner interest (as a percent) | 100.00% | 100.00% | |||||
CVR Energy, Inc | Offeror | |||||||
Formation of the Partnership, Organization and Nature of Business | |||||||
Aggregate ownership percentage | 82.00% | 82.00% | |||||
Forecast | CRLLC | |||||||
Formation of the Partnership, Organization and Nature of Business | |||||||
Limited partner interest (as a percent) | 34.00% | ||||||
General partner interest (as a percent) | 100.00% | ||||||
IPO | |||||||
Formation of the Partnership, Organization and Nature of Business | |||||||
Number of limited partner units sold in public offering (in units) | 22,080,000 | ||||||
Offering price per unit (in dollars per share) | $ 16 | ||||||
Net proceeds from the Initial Public Offering | $ 324.2 | ||||||
Investment spent for profit and growth since IPO | $ 47 | ||||||
Percentage of limited partner interest held by the public | 30.00% | ||||||
IPO | CRLLC | |||||||
Formation of the Partnership, Organization and Nature of Business | |||||||
Limited partner interest (as a percent) | 70.00% | ||||||
General partner interest (as a percent) | 100.00% | ||||||
Secondary Offering | |||||||
Formation of the Partnership, Organization and Nature of Business | |||||||
Offering costs | $ 0.5 | ||||||
Secondary Offering | CRLLC | |||||||
Formation of the Partnership, Organization and Nature of Business | |||||||
Number of limited partner units sold in public offering (in units) | 12,000,000 | ||||||
Offering price per unit (in dollars per share) | $ 25.15 | ||||||
Net proceeds from the Initial Public Offering | $ 292.6 | ||||||
Underwriting discounts and commissions | $ 9.2 | ||||||
CRLLC | Secondary Offering | |||||||
Formation of the Partnership, Organization and Nature of Business | |||||||
Limited partner interest (as a percent) | 53.00% |
Formation of the Partnership,40
Formation of the Partnership, Organization and Nature of Business Formation of the Partnership, Organization and Nature of Business - Pending Mergers (Details) | Aug. 09, 2015subsidiary | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)fertilizer_facility |
Business Acquisition [Line Items] | |||
Number of new subsidiaries | subsidiary | 2 | ||
Rentech Nitrogen and Rentech Nitrogen GP | |||
Business Acquisition [Line Items] | |||
Legal and other professional fees | $ 2,300,000 | ||
Rentech Nitrogen | |||
Business Acquisition [Line Items] | |||
Number of fertilizer facilities | fertilizer_facility | 2 | ||
Forecast | Rentech Nitrogen | |||
Business Acquisition [Line Items] | |||
Partner's units acquired | shares | 40,700,000 | ||
Expense reimbursement payment | $ 10,000,000 | ||
Forecast | Rentech Nitrogen | Rentech Nitrogen | |||
Business Acquisition [Line Items] | |||
CVR Partners common units eligible per Rentech Nitrogen common unit | shares | 1.04 | ||
Unit price | $ / shares | $ 2.57 | ||
Termination fee | $ 31,200,000 | ||
Senior Notes | Second Lien Senior Secured Notes due 2021 | Rentech Nitrogen | |||
Business Acquisition [Line Items] | |||
Debt instrument, percentage rate | 6.50% | ||
Letter of Credit | Rentech Nitrogen | |||
Business Acquisition [Line Items] | |||
Interest calculation period | 360 days | ||
Letter of Credit | Forecast | Rentech Nitrogen | |||
Business Acquisition [Line Items] | |||
Loan term | 1 year | ||
Letter of Credit | CRLLC | Forecast | |||
Business Acquisition [Line Items] | |||
Borrowing capacity | $ 150,000,000 | ||
Term Loan | Rentech Nitrogen | |||
Business Acquisition [Line Items] | |||
Borrowing capacity | $ 50,000,000 | ||
LIBOR | Letter of Credit | Rentech Nitrogen | |||
Business Acquisition [Line Items] | |||
Basis spread on variable rate (as a percent) | 3.00% |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Details 1) $ in Millions | 12 Months Ended | |
Dec. 31, 2015USD ($)customer | Dec. 31, 2014USD ($)customer | |
Accounts Receivable, net | ||
Outstanding checks included in current accounts payable | $ | $ 1.9 | $ 2 |
Accounts receivable excluding accounts receivable from affiliates | Customer concentration | ||
Accounts Receivable, net | ||
Number of customers | customer | 1 | 1,000 |
Percentage of concentration risk | 14.00% | 28.00% |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Property, Plant, and Equipment | |
Minimum project cost required for capitalization of interest | $ 1,000,000 |
Minimum period required for completion of project for capitalization of interest (in months) | 6 months |
Improvements to land | |
Property, Plant, and Equipment | |
Useful life (in years) | 30 years |
Buildings | |
Property, Plant, and Equipment | |
Useful life (in years) | 30 years |
Automotive equipment | |
Property, Plant, and Equipment | |
Useful life (in years) | 5 years |
Minimum | Machinery and equipment | |
Property, Plant, and Equipment | |
Useful life (in years) | 5 years |
Minimum | Furniture and fixtures | |
Property, Plant, and Equipment | |
Useful life (in years) | 3 years |
Minimum | Railcars | |
Property, Plant, and Equipment | |
Useful life (in years) | 25 years |
Maximum | Machinery and equipment | |
Property, Plant, and Equipment | |
Useful life (in years) | 30 years |
Maximum | Furniture and fixtures | |
Property, Plant, and Equipment | |
Useful life (in years) | 7 years |
Maximum | Railcars | |
Property, Plant, and Equipment | |
Useful life (in years) | 30 years |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Details 3) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Planned Major Maintenance Costs | |||
Turnaround costs | $ 7 | ||
Cost Classifications | |||
Depreciation expense incurred related to the cost of product sold | 0.6 | $ 0.4 | $ 0.3 |
Depreciation and amortization not included in direct operating expenses | $ 27.8 | $ 26.8 | $ 25.3 |
Segment Reporting | |||
Number of operating segments | segment | 1 | ||
Revenue Recognition | |||
Expected period of delivery of deferred revenue | 12 months | ||
Minimum | |||
Planned Major Maintenance Costs | |||
Frequency of planned major maintenance activities | 2 years | ||
Maximum | |||
Planned Major Maintenance Costs | |||
Frequency of planned major maintenance activities | 3 years |
Share-Based Compensation (Detai
Share-Based Compensation (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Apr. 18, 2012payment$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of allocation of share-based compensation expense | 100.00% | |||
Number of non-transferable contingent cash payments right for each share | payment | 1 | |||
CVR Energy, Inc | Incentive Unit Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Compensation expense | $ 0.9 | $ 0.5 | ||
Share-based liabilities paid | 0.6 | 0.3 | ||
Liability for unvested awards related to employees | $ 0.5 | 0.2 | ||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 8 months | |||
Number of shares considered for determining cash payment for each award upon vesting | shares | 1 | |||
Unrecognized compensation cost | $ 1.7 | |||
CVR Energy, Inc | CVR Energy LTIP | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Price at which holders of shares will receive upon vesting of award (in dollars per share) | $ / shares | $ 30 | |||
CVR Energy, Inc | CVR Energy LTIP | Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Compensation expense | $ 0.1 | 0.2 | $ 1.8 | |
CVR Energy, Inc | CVR Energy LTIP | Restricted stock units | Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.33% | |||
CVR Energy, Inc | CVR Energy LTIP | Restricted stock units | Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.33% | |||
CVR Energy, Inc | CVR Energy LTIP | Restricted stock units | Tranche Three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.33% | |||
CVR Energy, Inc | CVR Energy LTIP | Incentive Unit Award | Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.33% | |||
CVR Energy, Inc | CVR Energy LTIP | Incentive Unit Award | Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.33% | |||
CVR Energy, Inc | CVR Energy LTIP | Incentive Unit Award | Tranche Three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.33% | |||
Executive Officer | CVR Energy, Inc | CVR Energy LTIP | Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Number of shares right to receive cash payment on vesting equal to fair market value is received per award | shares | 1 | |||
Chief Executive Officer | 2015 Performance Unit Award Agreement | Performance shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Additional share-based compensation expense upon modification | $ 0.4 | |||
Weighted-average period for amortization of unrecognized compensation cost | 1 year | |||
Chief Executive Officer | CVR Energy, Inc | CVR Energy LTIP | Performance shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 0.7 | $ 0.4 | ||
Share-based liabilities paid | 0.8 | |||
Liability for unvested awards related to employees | $ 0.3 |
Share-Based Compensation (Det45
Share-Based Compensation (Details 2) - CVR Partners LTIP - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Common stock authorized for issuance (in shares) | 5,000,000 | ||
Common units available for issuance (in shares) | 4,820,215 | ||
Phantom stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Number of shares considered for determining cash payment for each award upon vesting | 1 | ||
Phantom stock units | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 33.33% | ||
Phantom stock units | Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 33.33% | ||
Phantom stock units | Tranche Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 33.33% | ||
Phantom Unit and Common Unit | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional share-based compensation expense upon modification | $ 2.7 | ||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 10 months | ||
Compensation expense | $ 1.3 | $ 0.3 | $ 0.7 |
Personnel Accruals | Phantom Unit and Common Unit | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Liability for unvested awards related to employees | 0.7 | 0.2 | |
CVR Energy, Inc | Phantom stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Amount paid to settle liability-classified awards upon vesting | $ 0.8 | $ 0.4 | $ 0.2 |
Share-Based Compensation (Det46
Share-Based Compensation (Details 3) - CVR Partners LTIP - Phantom Unit and Common Unit - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Units | ||||
Non-vested at the beginning of the period (in units) | 243,946 | 171,119 | 201,812 | |
Granted (in units) | 245,199 | 198,141 | 58,536 | |
Vested (in units) | (94,854) | (48,310) | (89,229) | |
Forfeited (in units) | (2,388) | (77,004) | 0 | |
Non-vested at the end of the period (in units) | 391,903 | 243,946 | 171,119 | |
Weighted- Average Grant Date Fair Value | ||||
Non-vested at the beginning of the period (in dollars per unit) | $ 11.07 | $ 21.34 | $ 23.70 | |
Granted (in dollars per unit) | 7.87 | 9.44 | 16.13 | |
Vested (in dollars per unit) | 12.55 | 20.95 | 23.24 | |
Forfeited (in dollars per unit) | 10.99 | 23.49 | 0 | |
Non-vested at the end of the period (in dollars per unit) | $ 8.71 | $ 11.07 | $ 21.34 | |
Aggregate Intrinsic Value | $ 3 | $ 2,376 | $ 2,817 | $ 5,094 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 9,589 | $ 12,393 |
Raw materials and precious metals | 9,055 | 9,333 |
Parts and supplies | 18,885 | 13,888 |
Inventories | $ 37,529 | $ 35,614 |
Property, Plant, and Equipmen48
Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant, and Equipment | |||
Gross property, plant and equipment | $ 602,138 | $ 589,157 | |
Less: Accumulated depreciation | 209,005 | 184,223 | |
Total net, property, plant, and equipment | 393,133 | 404,934 | |
Capitalized interest | 9,000 | 100 | $ 600 |
Land and improvements | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 5,441 | 5,263 | |
Buildings and improvements | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 3,049 | 2,266 | |
Machinery and equipment | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 574,326 | 559,210 | |
Automotive equipment | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 448 | 497 | |
Furniture and fixtures | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 918 | 882 | |
Railcars | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 16,315 | 14,524 | |
Construction in progress | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | $ 1,641 | $ 6,515 |
Partners' Capital and Partner49
Partners' Capital and Partnership Distributions (Details) | 12 Months Ended | ||||||||||||
Dec. 31, 2015partnership_interestshares | Sep. 30, 2015shares | Jun. 30, 2015shares | Mar. 31, 2015shares | Dec. 31, 2014shares | Sep. 30, 2014shares | Jun. 30, 2014shares | Mar. 31, 2014shares | Dec. 31, 2013shares | Sep. 30, 2013shares | Jun. 30, 2013shares | Mar. 31, 2013shares | Dec. 31, 2012shares | |
Related Party Transaction [Line Items] | |||||||||||||
Number of types of partnership interests outstanding | partnership_interest | 2 | ||||||||||||
Common units issued (in units) | 73,128,269 | 73,122,997 | |||||||||||
Common units outstanding (in units) | 73,128,269 | 73,123,000 | 73,123,000 | 73,123,000 | 73,122,997 | 73,117,000 | 73,114,000 | 73,113,000 | 73,113,000 | 73,078,000 | 73,075,000 | 73,065,000 | 73,065,000 |
Maximum period after the end of each quarter of cash distribution to common unitholders | 60 days | ||||||||||||
CRLLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common units outstanding (in units) | 38,920,000 | ||||||||||||
Secondary Offering | CRLLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of common units owned by CRLLC | 53.00% |
Partners' Capital and Partner50
Partners' Capital and Partnership Distributions (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity [Abstract] | |||||||||||||||
Amount paid to CRLLC | $ 0 | $ 15,200 | $ 17,500 | $ 16,000 | $ 10,500 | $ 12,800 | $ 14,800 | $ 16,700 | $ 14,000 | $ 22,700 | $ 31,100 | $ 9,800 | |||
Amounts paid to public unitholders | 0 | 13,300 | 15,400 | 14,000 | 9,200 | 11,300 | 13,000 | 14,700 | 12,300 | 19,900 | 13,500 | 4,200 | |||
Total amount paid | $ 0 | $ 28,500 | $ 32,900 | $ 30,000 | $ 19,700 | $ 24,100 | $ 27,800 | $ 31,400 | $ 26,300 | $ 42,600 | $ 44,600 | $ 14,000 | |||
Per common unit (in dollars per share) | $ 0 | $ 0.39 | $ 0.45 | $ 0.41 | $ 0.27 | $ 0.33 | $ 0.38 | $ 0.43 | $ 0.36 | $ 0.583 | $ 0.610 | $ 0.192 | |||
Common units outstanding (in thousands) (in units) | 73,123,000 | 73,123,000 | 73,123,000 | 73,122,997 | 73,117,000 | 73,114,000 | 73,113,000 | 73,113,000 | 73,078,000 | 73,075,000 | 73,065,000 | 73,065,000 | 73,128,269 | 73,122,997 | 73,113,000 |
Total cash distributions paid to CRLLC | $ 48,650 | $ 54,877 | $ 77,539 | ||||||||||||
Total cash distributions paid to public unitholders | 42,754 | 48,213 | 49,970 | ||||||||||||
Total amount of cash distributions paid | $ 91,400 | $ 103,100 | $ 127,500 | ||||||||||||
Per common unit of (in dollars per share) | $ 1.25 | $ 1.41 | $ 1.745 |
Accrued Expenses and Other Cu51
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Expenses and Other Current Liabilities | ||
Property taxes | $ 1,371 | $ 1,376 |
Current interest rate swap liabilities | 119 | 855 |
Accrued interest | 458 | 458 |
Railcar maintenance accruals | 209 | 2,827 |
Affiliates | 2,334 | 2,094 |
Other accrued expenses and liabilities | 1,192 | 1,952 |
Accrued expenses and other current liabilities | $ 5,683 | $ 9,562 |
Credit Facility (Details)
Credit Facility (Details) - USD ($) | Feb. 09, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2011 |
CRLLC | Subsequent Event | Credit Facility Guaranty Agreement | ||||
Credit Facility | ||||
Face amount of third party debt | $ 125,000,000 | |||
Minimum | CRLLC | Subsequent Event | Credit Facility Guaranty Agreement | ||||
Credit Facility | ||||
Term of third party debt | 1 year | |||
Maximum | CRLLC | Subsequent Event | Credit Facility Guaranty Agreement | ||||
Credit Facility | ||||
Term of debt | 2 years | |||
CRNF Credit Facility | ||||
Credit Facility | ||||
Period of trailing quarters used in calculating the leverage ratio | 12 months | |||
Effective rate (as a percent) | 4.60% | |||
Lender and other third party costs incurred | $ 4,800,000 | |||
CRNF Credit Facility | Eurodollar | ||||
Credit Facility | ||||
Basis spread on variable rate (as a percent) | 3.50% | |||
CRNF Credit Facility | Eurodollar | Minimum | ||||
Credit Facility | ||||
Basis spread on variable rate (as a percent) | 3.50% | |||
CRNF Credit Facility | Eurodollar | Maximum | ||||
Credit Facility | ||||
Basis spread on variable rate (as a percent) | 4.25% | |||
CRNF Credit Facility | Base Rate | Minimum | ||||
Credit Facility | ||||
Basis spread on variable rate (as a percent) | 2.50% | |||
CRNF Credit Facility | Base Rate | Maximum | ||||
Credit Facility | ||||
Basis spread on variable rate (as a percent) | 3.25% | |||
CRNF Credit Facility | Prime Rate | ||||
Credit Facility | ||||
Basis spread on variable rate (as a percent) | 2.50% | |||
Line of Credit | CRNF Credit Facility | ||||
Credit Facility | ||||
Amount outstanding under revolving credit facility | $ 0 | $ 0 | ||
Term Loan | Line of Credit | CRNF Credit Facility | ||||
Credit Facility | ||||
Debt instrument face amount | 125,000,000 | |||
Revolving Credit Facility | Line of Credit | CRNF Credit Facility | ||||
Credit Facility | ||||
Borrowing capacity | 25,000,000 | |||
Uncommitted incremental facility | $ 50,000,000 |
Interest Rate Swap Agreements (
Interest Rate Swap Agreements (Details) - CRNF | 12 Months Ended | ||
Dec. 31, 2015USD ($)agreement | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Term loan facility | |||
Interest rate swap | |||
Debt instrument face amount | $ 125,000,000 | ||
Designated as hedges | Interest rate swap agreements | |||
Interest rate swap | |||
Number of agreements | agreement | 2 | ||
Aggregate notional amount | $ 62,500,000 | ||
Average fixed rate of interest (as a percent) | 1.96% | ||
Gain (loss) reclassified from earnings | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 |
Designated as hedges | Interest rate swap agreements entered into on June 30, 2011 | |||
Interest rate swap | |||
Fixed rate (as a percent) | 1.94% | ||
Settlement period (in days) | 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% | ||
Settlement period (in days) | 90 days |
Benefit Plans (Details)
Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Employer match of employee contribution of the first 6% of the participant's contribution (as a percent) | 100.00% | ||
Percentage of eligible compensation, matched by employer | 6.00% | ||
Vesting schedule for employer's matching funds | 3 years | ||
Matching contributions made by the subsidiary during the year | $ 0.9 | $ 0.7 | $ 0.7 |
Commitments and Contingencies55
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Operating Leases | |
December 31, 2016 | $ 4,937 |
December 31, 2017 | 3,307 |
December 31, 2018 | 2,496 |
December 31, 2019 | 1,897 |
December 31, 2020 | 1,403 |
Thereafter | 2,257 |
Operating leases | 16,297 |
Unconditional Purchase Obligations | |
December 31, 2016 | 20,221 |
December 31, 2017 | 15,040 |
December 31, 2018 | 13,573 |
December 31, 2019 | 11,786 |
December 31, 2020 | 9,445 |
Thereafter | 57,058 |
Unconditional purchase obligations | $ 127,123 |
Purchase obligation for pet coke | CVR Refining, LP | |
Unrecorded purchase agreements | |
Period for calculation of the average pet coke price paid to CVR Energy | 2 years |
Commitments and Contingencies56
Commitments and Contingencies (Details 2) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
HollyFrontier Corporation | |||
Long-term commitments | |||
Expenses related to agreement | $ 4.8 | $ 4.3 | $ 4.8 |
CRNF | |||
Long-term commitments | |||
Rent expense minimum rentals | 4.6 | 4.6 | 4.7 |
CRNF | Linde, Inc. | |||
Long-term commitments | |||
Expenses related to agreement | $ 3.4 | $ 4 | $ 3.9 |
Commitments and Contingencies57
Commitments and Contingencies (Details 3) - USD ($) $ in Millions | Feb. 25, 2013 | Dec. 31, 2007 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 |
Commitments and Contingencies | ||||||||||
Real estate tax expense | $ 1.3 | $ 1.3 | $ 1.4 | |||||||
Litigation | CRNF | ||||||||||
Commitments and Contingencies | ||||||||||
Property tax abatement period | 10 years | |||||||||
Increase in property tax expenses | $ 11.3 | $ 11.4 | $ 11.7 | $ 10.7 | $ 10.7 | |||||
Decrease in property tax expenses | $ 10.7 | |||||||||
Tax exemption period | 10 years |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2013USD ($) | |
CRLLC | Registration Rights Agreement | |
Related Party Transaction [Line Items] | |
Expenses related to Registration Rights Agreement | $ 0.5 |
Related Party Transactions (D59
Related Party Transactions (Details 2) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Apr. 30, 2011 | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)affiliate | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||
Number of parties | affiliate | 2 | |||||||||||
Revenue from related party | $ 66,004 | $ 49,325 | $ 80,815 | $ 93,050 | $ 74,401 | $ 66,733 | $ 77,215 | $ 80,316 | $ 289,194 | $ 298,665 | $ 323,672 | |
Cost of product sold (exclusive of depreciation and amortization) | 9,495 | $ 14,501 | $ 15,424 | $ 25,769 | 15,374 | $ 15,434 | $ 19,436 | $ 21,708 | 65,189 | 71,952 | 58,075 | |
Receivables | 883 | 1,848 | 883 | 1,848 | ||||||||
Asset included in other non-current assets | 777 | 957 | 777 | 957 | ||||||||
Liability included in other current liabilities | 1,940 | 2,279 | $ 1,940 | 2,279 | ||||||||
Tail gas | CRNF | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Initial term of agreement (in years) | 20 years | |||||||||||
Renewal period of agreement (in years) | 5 years | |||||||||||
Notice period for termination of agreement | 3 years | |||||||||||
Feedstock and Shared Services Agreement | CRNF | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction amount incurred | $ 200 | 300 | ||||||||||
Feedstock and Shared Services Agreement | Hydrogen | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Cost of product sold (exclusive of depreciation and amortization) | 8 | 41 | 600 | |||||||||
Feedstock and Shared Services Agreement | Hydrogen | CRNF | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Revenue from related party | 11,800 | 10,100 | 11,400 | |||||||||
Feedstock and Shared Services Agreement | Hydrogen | Prepaid Expenses and Other Current Assets | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Receivables | 500 | 1,300 | 500 | 1,300 | ||||||||
Feedstock and Shared Services Agreement | Nitrogen | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction amount incurred | 1,000 | 500 | ||||||||||
Feedstock and Shared Services Agreement | Tail gas | CRNF | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Receivables | 200 | 200 | 200 | $ 200 | ||||||||
Period for payment of cost of installation of pipe (in years) | 3 years | |||||||||||
Percentage of payment agreed to be paid for cost of capital in fourth year | 15.00% | |||||||||||
Asset included in other non-current assets | 800 | 1,000 | 800 | $ 1,000 | ||||||||
Liability included in other current liabilities | 100 | 100 | ||||||||||
Feedstock and Shared Services Agreement | Products and services excluding hydrogen and tail gas | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Receivables | 200 | 200 | ||||||||||
Feedstock and Shared Services Agreement | Products and services excluding hydrogen and tail gas | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Receivables | 200 | 200 | ||||||||||
Liability included in other current liabilities | 700 | 1,100 | 700 | 1,100 | ||||||||
Coke Supply Agreement | Petroleum coke | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Cost of product sold (exclusive of depreciation and amortization) | 6,600 | 9,200 | $ 9,800 | |||||||||
Liability included in other current liabilities | $ 300 | $ 500 | $ 300 | $ 500 | ||||||||
Coke Supply Agreement | Petroleum coke | CRNF | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Initial term of agreement (in years) | 20 years | |||||||||||
Renewal period of agreement (in years) | 5 years | |||||||||||
Notice period for termination of agreement | 3 years |
Related Party Transactions (D60
Related Party Transactions (Details 3) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)T$ / T | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Related Party Transaction [Line Items] | |||||||||||
Cost of product sold (exclusive of depreciation and amortization) | $ | $ 9,495 | $ 14,501 | $ 15,424 | $ 25,769 | $ 15,374 | $ 15,434 | $ 19,436 | $ 21,708 | $ 65,189 | $ 71,952 | $ 58,075 |
Liability included in other current liabilities | $ | 1,940 | 2,279 | 1,940 | 2,279 | |||||||
Petroleum coke | Coke Supply Agreement | CRRM | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cost of product sold (exclusive of depreciation and amortization) | $ | 6,600 | 9,200 | $ 9,800 | ||||||||
Liability included in other current liabilities | $ | $ 300 | $ 500 | $ 300 | $ 500 | |||||||
Petroleum coke | Coke Supply Agreement | CRNF | 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 product obtained | 5 years | ||||||||||
Rate petroleum coke price used to determine urea ammonium nitrate based price (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 | ||||||||||
Initial term of agreement (in years) | 20 years | ||||||||||
Renewal period of agreement (in years) | 5 years | ||||||||||
Notice period for termination of agreement | 3 years | ||||||||||
Minimum | Petroleum coke | Coke Supply Agreement | CRNF | 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 (more than) | T | 41,667 | ||||||||||
Average percentage of pet coke obtained during the last five years from CRRM's adjacent crude oil refinery | 70.00% | ||||||||||
Rate petroleum coke price used to determine urea ammonium nitrate based price (in dollars per ton) | 5 | ||||||||||
Maximum | Petroleum coke | Coke Supply Agreement | CRNF | CRRM | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Rate petroleum coke price used to determine urea ammonium nitrate based price (in dollars per ton) | 40 |
Related Party Transactions (D61
Related Party Transactions (Details 4) - CRRM $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)renewal | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Office and Laboratory Space Lease Agreement | |||
Related Party Transaction [Line Items] | |||
Rent expense | $ | $ 113 | $ 112 | $ 107 |
Office and Laboratory Space Lease Agreement | CRNF | |||
Related Party Transaction [Line Items] | |||
Notice period for termination of agreement | 180 days | ||
Number of times agreement can be renewed | renewal | 5 | ||
Additional renewal period of agreement | 1 year | ||
Office and Laboratory Space Lease Agreement | CRNF | Minimum | |||
Related Party Transaction [Line Items] | |||
Notice period for termination of agreement | 60 days | ||
Environmental Agreement | CRNF | Minimum | |||
Related Party Transaction [Line Items] | |||
Initial term of agreement (in years) | 20 years |
Related Party Transactions (D62
Related Party Transactions (Details 5) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Liability included in other current liabilities | $ 1,940 | $ 2,279 | |
Receivables | 883 | 1,848 | |
Services Agreement | CVR Energy, Inc | |||
Related Party Transaction [Line Items] | |||
Personnel costs | 5,700 | 5,100 | $ 4,400 |
Liability included in other current liabilities | $ 3,200 | 2,600 | |
Receivables | $ 100 | ||
CVR Energy, Inc | Services Agreement | General Partner Interest | |||
Related Party Transaction [Line Items] | |||
Notice period for exclusion of service from agreement | 180 days | ||
Minimum | CVR Energy, Inc | Services Agreement | General Partner Interest | |||
Related Party Transaction [Line Items] | |||
Notice period for termination of agreement | 180 days | ||
Maximum | CVR Energy, Inc | Services Agreement | General Partner Interest | |||
Related Party Transaction [Line Items] | |||
Notice period for termination of agreement | 1 year |
Related Party Transactions (D63
Related Party Transactions (Details 6) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||||||||||
Direct operating expenses (exclusive of depreciation and amortization) | $ 23,317 | $ 33,179 | $ 25,146 | $ 24,414 | $ 21,744 | $ 26,108 | $ 26,917 | $ 24,189 | $ 106,056 | $ 98,958 | $ 94,092 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | $ 5,620 | $ 6,042 | $ 4,523 | $ 4,583 | $ 3,816 | $ 3,963 | $ 5,270 | $ 4,654 | 20,768 | 17,703 | 21,076 |
CVR Energy, Inc | Services Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Direct operating expenses (exclusive of depreciation and amortization) | 3,500 | 3,415 | 4,428 | ||||||||
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 10,735 | 11,193 | 10,013 | ||||||||
Total | $ 14,235 | $ 14,608 | $ 14,441 |
Related Party Transactions (D64
Related Party Transactions (Details 7) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Payables included in personnel accruals | $ 1,974 | $ 1,129 | |
Limited Partnership Agreement | |||
Related Party Transaction [Line Items] | |||
Personnel costs | 3,900 | 2,600 | $ 4,100 |
Personnel Accruals | Limited Partnership Agreement | |||
Related Party Transaction [Line Items] | |||
Payables included in personnel accruals | $ 2,000 | $ 1,100 | |
CVR GP LLC | CVR Energy, Inc | GP Services Agreement | |||
Related Party Transaction [Line Items] | |||
Notice period for exclusion of service from agreement | 180 days | ||
Minimum | CVR GP LLC | CVR Energy, Inc | GP Services Agreement | |||
Related Party Transaction [Line Items] | |||
Notice period for termination of agreement | 180 days | ||
Maximum | CVR GP LLC | CVR Energy, Inc | GP Services Agreement | |||
Related Party Transaction [Line Items] | |||
Notice period for termination of agreement | 1 year |
Related Party Transactions (D65
Related Party Transactions (Details 8) $ in Thousands | Jun. 13, 2013USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jun. 30, 2013railcar |
Related Party Transaction [Line Items] | |||||||||||||
Cost of product sold (exclusive of depreciation and amortization) | $ 9,495 | $ 14,501 | $ 15,424 | $ 25,769 | $ 15,374 | $ 15,434 | $ 19,436 | $ 21,708 | $ 65,189 | $ 71,952 | $ 58,075 | ||
American Railcar Leasing, LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Purchases from related party | $ 1,100 | ||||||||||||
Railcar Lease Agreement | American Railcar Leasing, LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of railcars | railcar | 199 | ||||||||||||
Purchases from related party | $ 5,000 | ||||||||||||
Cost of product sold (exclusive of depreciation and amortization) | $ 400 |
Related Party Transactions (D66
Related Party Transactions (Details 9) | Feb. 09, 2016USD ($) | Dec. 31, 2014USD ($)railcar | Dec. 31, 2016USD ($) |
American Railcar Industries, Inc | |||
Related Party Transaction [Line Items] | |||
Number of new railcars purchased | railcar | 50 | ||
Purchases from related party | $ 6,700,000 | ||
Expenses from transactions with related parties | 50,000 | ||
American Railcar Leasing, LLC | |||
Related Party Transaction [Line Items] | |||
Purchases from related party | $ 1,100,000 | ||
Number of used railcars purchased | railcar | 12 | ||
CRLLC | Subsequent Event | Credit Facility Guaranty Agreement | |||
Related Party Transaction [Line Items] | |||
Face amount of third party debt | $ 125,000,000 | ||
CRLLC | Subsequent Event | Credit Facility Guaranty Agreement | Minimum | |||
Related Party Transaction [Line Items] | |||
Term of third party debt | 1 year | ||
CRLLC | Subsequent Event | Credit Facility Guaranty Agreement | Maximum | |||
Related Party Transaction [Line Items] | |||
Term of debt | 2 years | ||
Forecast | CRLLC | Letter of Credit | |||
Related Party Transaction [Line Items] | |||
Borrowing capacity | $ 150,000,000 |
Fair Value of Financial Instr67
Fair Value of Financial Instruments (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair value of financial instruments | ||
Cash equivalents (money market account) | $ 53,323 | |
Other current liabilities (interest rate swaps) | $ 119 | 855 |
Other long-term liabilities (interest rate swaps) | 183 | |
Total Liabilities | 1,038 | |
Level 1 | ||
Fair value of financial instruments | ||
Cash equivalents (money market account) | 53,323 | |
Other current liabilities (interest rate swaps) | 0 | 0 |
Other long-term liabilities (interest rate swaps) | 0 | |
Total Liabilities | 0 | |
Level 2 | ||
Fair value of financial instruments | ||
Cash equivalents (money market account) | 0 | |
Other current liabilities (interest rate swaps) | 119 | 855 |
Other long-term liabilities (interest rate swaps) | 183 | |
Total Liabilities | 1,038 | |
Level 3 | ||
Fair value of financial instruments | ||
Cash equivalents (money market account) | 0 | |
Other current liabilities (interest rate swaps) | $ 0 | 0 |
Other long-term liabilities (interest rate swaps) | 0 | |
Total Liabilities | $ 0 |
Major Customers and Suppliers68
Major Customers and Suppliers (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Major Customers and Suppliers | |||
Insurance coverage limit | $ 200,000,000 | ||
Sales | Customer concentration | Nitrogen Fertilizer | |||
Major Customers and Suppliers | |||
Concentration risk (as a percent) | 24.00% | 27.00% | 28.00% |
Sales | Customer concentration | Nitrogen Fertilizer | Customer A | |||
Major Customers and Suppliers | |||
Concentration risk (as a percent) | 10.00% | 17.00% | 15.00% |
Sales | Customer concentration | Nitrogen Fertilizer | Customer B | |||
Major Customers and Suppliers | |||
Concentration risk (as a percent) | 14.00% | 10.00% | 13.00% |
Selected Quarterly Financial 69
Selected Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net sales | $ 66,004 | $ 49,325 | $ 80,815 | $ 93,050 | $ 74,401 | $ 66,733 | $ 77,215 | $ 80,316 | $ 289,194 | $ 298,665 | $ 323,672 |
Operating costs and expenses: | |||||||||||
Cost of product sold (exclusive of depreciation and amortization) | 9,495 | 14,501 | 15,424 | 25,769 | 15,374 | 15,434 | 19,436 | 21,708 | 65,189 | 71,952 | 58,075 |
Direct operating expenses (exclusive of depreciation and amortization) | 23,317 | 33,179 | 25,146 | 24,414 | 21,744 | 26,108 | 26,917 | 24,189 | 106,056 | 98,958 | 94,092 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 5,620 | 6,042 | 4,523 | 4,583 | 3,816 | 3,963 | 5,270 | 4,654 | 20,768 | 17,703 | 21,076 |
Depreciation and amortization | 7,214 | 7,409 | 7,010 | 6,819 | 6,978 | 6,812 | 6,792 | 6,667 | 28,452 | 27,249 | 25,578 |
Total operating costs and expenses | 45,646 | 61,131 | 52,103 | 61,585 | 47,912 | 52,317 | 58,415 | 57,218 | 220,465 | 215,862 | 198,821 |
Operating income | 20,358 | (11,806) | 28,712 | 31,465 | 26,489 | 14,416 | 18,800 | 23,098 | 68,729 | 82,803 | 124,851 |
Interest expense and other financing costs | (1,739) | (1,727) | (1,717) | (1,697) | (1,731) | (1,724) | (1,669) | (1,659) | (6,880) | (6,783) | (6,294) |
Interest income | 6 | 10 | 12 | 12 | 11 | 7 | 6 | 6 | 40 | 30 | 74 |
Other income, net | 99 | 54 | 5 | 6 | 23 | 33 | 0 | 15 | 164 | 71 | 93 |
Total other income (expense) | (1,634) | (1,663) | (1,700) | (1,679) | (1,697) | (1,684) | (1,663) | (1,638) | (6,676) | (6,682) | (6,127) |
Income before income tax expense (benefit) | 18,724 | (13,469) | 27,012 | 29,786 | 24,792 | 12,732 | 17,137 | 21,460 | 62,053 | 76,121 | 118,724 |
Income tax expense (benefit) | (7) | 9 | (4) | 12 | (55) | 13 | 7 | 7 | 11 | (28) | 108 |
Net income | $ 18,731 | $ (13,478) | $ 27,016 | $ 29,774 | $ 24,847 | $ 12,719 | $ 17,130 | $ 21,453 | $ 62,042 | $ 76,149 | $ 118,616 |
Net income per common unit - basic (in dollars per unit) | $ 0.26 | $ (0.18) | $ 0.37 | $ 0.41 | $ 0.34 | $ 0.17 | $ 0.23 | $ 0.29 | $ 0.85 | $ 1.04 | $ 1.62 |
Net income per common unit - diluted (in dollars per unit) | $ 0.26 | $ (0.18) | $ 0.37 | $ 0.41 | $ 0.34 | $ 0.17 | $ 0.23 | $ 0.29 | $ 0.85 | $ 1.04 | $ 1.62 |
Weighted-average common units outstanding: | |||||||||||
Basic (in units) | 73,123 | 73,123 | 73,123 | 73,123 | 73,117 | 73,115 | 73,113 | 73,113 | 73,123 | 73,115 | 73,072 |
Diluted (in units) | 73,131 | 73,123 | 73,131 | 73,131 | 73,133 | 73,139 | 73,146 | 73,145 | 73,131 | 73,139 | 73,228 |
Affiliates | |||||||||||
Operating costs and expenses: | |||||||||||
Cost of product sold (exclusive of depreciation and amortization) | $ 1,552 | $ 1,147 | $ 2,184 | $ 1,818 | $ 2,619 | $ 2,232 | $ 2,327 | $ 2,246 | $ 6,701 | $ 9,424 | $ 10,791 |
Direct operating expenses (exclusive of depreciation and amortization) | 841 | 1,030 | 1,195 | 1,027 | 833 | 621 | 817 | 753 | 4,093 | 3,024 | 4,072 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 3,672 | 3,661 | 3,361 | 3,267 | 2,867 | 3,035 | 3,973 | 3,536 | 13,961 | 13,411 | 16,118 |
Third parties | |||||||||||
Operating costs and expenses: | |||||||||||
Cost of product sold (exclusive of depreciation and amortization) | 7,943 | 13,354 | 13,240 | 23,951 | 12,755 | 13,202 | 17,109 | 19,462 | 58,488 | 62,528 | 47,284 |
Direct operating expenses (exclusive of depreciation and amortization) | 22,476 | 32,149 | 23,951 | 23,387 | 20,911 | 25,487 | 26,100 | 23,436 | 101,963 | 95,934 | 90,020 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | $ 1,948 | $ 2,381 | $ 1,162 | $ 1,316 | $ 949 | $ 928 | $ 1,297 | $ 1,118 | $ 6,807 | $ 4,292 | $ 4,958 |
Selected Quarterly Financial 70
Selected Quarterly Financial Information (Unaudited) (Details 2) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | |
Interim Period, Costs Not Allocable [Line Items] | |||||
Turnaround costs | $ 7 | ||||
Utility reimbursement credit | $ 3.4 | ||||
Operating Expense | |||||
Interim Period, Costs Not Allocable [Line Items] | |||||
Turnaround costs | $ 6.6 | $ 0.4 | |||
Cost of property repairs and maintenance | $ 0.5 | ||||
Minimum | |||||
Interim Period, Costs Not Allocable [Line Items] | |||||
Period of shut-down | 17 days | ||||
Property repairs and maintenance, period of shut down | 5 days | ||||
Minimum | Linde, Inc. | |||||
Interim Period, Costs Not Allocable [Line Items] | |||||
Property repairs and maintenance, period of shut down | 16 days | ||||
Maximum | |||||
Interim Period, Costs Not Allocable [Line Items] | |||||
Period of shut-down | 20 days | ||||
Property repairs and maintenance, period of shut down | 7 days | ||||
Maximum | Linde, Inc. | |||||
Interim Period, Costs Not Allocable [Line Items] | |||||
Property repairs and maintenance, period of shut down | 19 days |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 17, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||||||||||||
Distribution common unit (in dollars per share) | $ 0 | $ 0.39 | $ 0.45 | $ 0.41 | $ 0.27 | $ 0.33 | $ 0.38 | $ 0.43 | $ 0.36 | $ 0.583 | $ 0.610 | $ 0.192 | ||
Total cash distributions paid | $ 0 | $ 28.5 | $ 32.9 | $ 30 | $ 19.7 | $ 24.1 | $ 27.8 | $ 31.4 | $ 26.3 | $ 42.6 | $ 44.6 | $ 14 | ||
Cash distributions paid and to be paid (in dollars per share) | $ 1.11 | |||||||||||||
Subsequent Event | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Distribution common unit (in dollars per share) | $ 0.27 | |||||||||||||
Total cash distributions paid | $ 19.7 |