Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 14, 2017 | Jun. 30, 2016 | |
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, 2016 | ||
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 | $ 604,884,561 | ||
Entity Common Stock, Shares Outstanding | 113,282,973 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 55,595 | $ 49,967 |
Accounts receivable, net of allowance for doubtful accounts of $46 and $27, at December 31, 2016 and 2015, respectively | 13,924 | 7,187 |
Inventories | 58,167 | 37,529 |
Prepaid expenses and other current assets, including $750 and $883 from affiliates at December 31, 2016 and 2015, respectively | 6,845 | 3,862 |
Total current assets | 134,531 | 98,545 |
Property, plant, and equipment, net of accumulated depreciation | 1,130,121 | 393,133 |
Goodwill | 40,969 | 40,969 |
Other long-term assets, including $598 and $777 with affiliates at December 31, 2016 and 2015, respectively | 6,596 | 3,608 |
Total assets | 1,312,217 | 536,255 |
Current liabilities: | ||
Accounts payable, including $2,402 and $1,940 due to affiliates at December 31, 2016 and 2015, respectively | 28,815 | 11,103 |
Personnel accruals, including $1,968 and $1,974 with affiliates at December 31, 2016 and 2015, respectively | 9,256 | 5,999 |
Deferred revenue | 12,571 | 3,129 |
Accrued expenses and other current liabilities, including $2,515 and $2,334 with affiliates at December 31, 2016 and 2015, respectively | 12,374 | 5,683 |
Total current liabilities | 63,016 | 25,914 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 623,107 | 124,773 |
Other long-term liabilities | 1,187 | 16 |
Total long-term liabilities | 624,294 | 124,789 |
Commitments and contingencies | ||
Partners' capital: | ||
Common unitholders, 113,282,973 and 73,128,269 units issued and outstanding at December 31, 2016 and 2015, respectively | 624,906 | 385,670 |
General partner interest | 1 | 1 |
Accumulated other comprehensive loss | 0 | (119) |
Total partners' capital | 624,907 | 385,552 |
Total liabilities and partners' capital | $ 1,312,217 | $ 536,255 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 46 | $ 27 |
Prepaid expenses and other current assets from affiliates | 750 | 883 |
Other long-term assets with affiliates | 598 | 777 |
Due to affiliates | 2,402 | 1,940 |
Personnel accruals with affiliates | 1,968 | 1,974 |
Accrued expenses and other current liabilities with affiliates | $ 2,515 | $ 2,334 |
Common units issued (in units) | 113,282,973 | 73,128,269 |
Common units outstanding (in units) | 113,282,973 | 73,128,269 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net sales | $ 84,921 | $ 78,474 | $ 119,797 | $ 73,092 | $ 66,004 | $ 49,325 | $ 80,815 | $ 93,050 | $ 356,284 | $ 289,194 | $ 298,665 |
Operating costs and expenses: | |||||||||||
Cost of materials and other | 21,552 | 19,811 | 36,049 | 16,381 | 9,495 | 14,501 | 15,424 | 25,769 | 93,793 | 65,189 | 71,952 |
Direct operating expenses (exclusive of depreciation and amortization) | 37,868 | 32,566 | 54,144 | 23,690 | 23,317 | 33,179 | 25,146 | 24,414 | 148,268 | 106,056 | 98,958 |
Depreciation and amortization | 17,259 | 16,452 | 17,559 | 6,976 | 7,214 | 7,409 | 7,010 | 6,819 | 58,246 | 28,452 | 27,249 |
Cost of sales | 76,679 | 68,829 | 107,752 | 47,047 | 40,026 | 55,089 | 47,580 | 57,002 | 300,307 | 199,697 | 198,159 |
Selling, general and administrative expenses | 7,280 | 7,261 | 8,343 | 6,392 | 5,620 | 6,042 | 4,523 | 4,583 | 29,276 | 20,768 | 17,703 |
Total operating costs and expenses | 83,959 | 76,090 | 116,095 | 53,439 | 45,646 | 61,131 | 52,103 | 61,585 | 329,583 | 220,465 | 215,862 |
Operating income | 962 | 2,384 | 3,702 | 19,653 | 20,358 | (11,806) | 28,712 | 31,465 | 26,701 | 68,729 | 82,803 |
Other income (expense): | |||||||||||
Interest expense and other financing costs | (15,737) | (15,633) | (15,552) | (1,635) | (1,739) | (1,727) | (1,717) | (1,697) | (48,557) | (6,880) | (6,783) |
Interest income | 2 | 0 | 2 | 2 | 6 | 10 | 12 | 12 | 6 | 40 | 30 |
Loss on extinguishment of debt | 254 | 0 | (5,116) | 0 | (4,862) | 0 | 0 | ||||
Other income, net | 20 | 26 | 34 | 23 | 99 | 54 | 5 | 6 | 103 | 164 | 71 |
Total other expense | (15,461) | (15,607) | (20,632) | (1,610) | (1,634) | (1,663) | (1,700) | (1,679) | (53,310) | (6,676) | (6,682) |
Income (loss) before income tax expense (benefit) | (14,499) | (13,223) | (16,930) | 18,043 | 18,724 | (13,469) | 27,012 | 29,786 | (26,609) | 62,053 | 76,121 |
Income tax expense (benefit) | 45 | 207 | 76 | 1 | (7) | 9 | (4) | 12 | 329 | 11 | (28) |
Net income (loss) | $ (14,544) | $ (13,430) | $ (17,006) | $ 18,042 | $ 18,731 | $ (13,478) | $ 27,016 | $ 29,774 | $ (26,938) | $ 62,042 | $ 76,149 |
Net income per common unit - basic (in dollars per unit) | $ (0.13) | $ (0.12) | $ (0.15) | $ 0.25 | $ 0.26 | $ (0.18) | $ 0.37 | $ 0.41 | $ (0.26) | $ 0.85 | $ 1.04 |
Net income per common unit - diluted (in dollars per unit) | $ (0.13) | $ (0.12) | $ (0.15) | $ 0.25 | $ 0.26 | $ (0.18) | $ 0.37 | $ 0.41 | $ (0.26) | $ 0.85 | $ 1.04 |
Weighted-average common units outstanding: | |||||||||||
Basic (in units) | 113,283 | 113,283 | 113,283 | 73,128 | 73,123 | 73,123 | 73,123 | 73,123 | 103,299 | 73,123 | 73,115 |
Diluted (in units) | 113,283 | 113,283 | 113,283 | 73,128 | 73,131 | 73,123 | 73,131 | 73,131 | 103,299 | 73,131 | 73,139 |
Affiliates | |||||||||||
Operating costs and expenses: | |||||||||||
Cost of materials and other | $ 758 | $ 529 | $ 536 | $ 821 | $ 1,552 | $ 1,147 | $ 2,184 | $ 1,818 | $ 2,645 | $ 6,701 | $ 9,424 |
Direct operating expenses (exclusive of depreciation and amortization) | 1,017 | 1,106 | 1,249 | 852 | 841 | 1,030 | 1,195 | 1,027 | 4,225 | 4,093 | 3,024 |
Selling, general and administrative expenses | 4,050 | 3,560 | 3,917 | 3,462 | 3,672 | 3,661 | 3,361 | 3,267 | 14,989 | 13,961 | 13,411 |
Third parties | |||||||||||
Operating costs and expenses: | |||||||||||
Cost of materials and other | 20,794 | 19,282 | 35,513 | 15,560 | 7,943 | 13,354 | 13,240 | 23,951 | 91,148 | 58,488 | 62,528 |
Direct operating expenses (exclusive of depreciation and amortization) | 36,851 | 31,460 | 52,895 | 22,838 | 22,476 | 32,149 | 23,951 | 23,387 | 144,043 | 101,963 | 95,934 |
Selling, general and administrative expenses | $ 3,230 | $ 3,701 | $ 4,426 | $ 2,930 | $ 1,948 | $ 2,381 | $ 1,162 | $ 1,316 | $ 14,287 | $ 6,807 | $ 4,292 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (26,938) | $ 62,042 | $ 76,149 |
Other comprehensive income (loss): | |||
Change in fair value of interest rate swaps | 0 | (137) | (229) |
Net loss reclassified into income on settlement of interest rate swaps | 119 | 1,056 | 1,090 |
Other comprehensive income | 119 | 919 | 861 |
Total comprehensive income (loss) | $ (26,819) | $ 62,961 | $ 77,010 |
CONSOLIDATED STATEMENT OF PARTN
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Common Units | Accumulated Other Comprehensive Income/(Loss) | Noncontrolling Interest | General Partner Interest |
Balance (in units) at Dec. 31, 2013 | 73,112,951 | ||||
Balance at Dec. 31, 2013 | $ 439,921 | $ 441,819 | $ (1,899) | $ 0 | $ 1 |
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 (loss) | 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 | (1,038) | 0 | 1 |
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 (loss) | 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 | (119) | 0 | 1 |
Increase (Decrease) in Shareholders' Equity | |||||
Cash distributions to common unitholders – Affiliates | (27,633) | (27,633) | |||
Cash distributions to common unitholders – Non-affiliates | (41,956) | (41,956) | |||
Share-based compensation – Affiliates | (1) | (1) | |||
Issuance of common units for the merger consideration | 335,693 | $ 335,693 | |||
Issuance of common units for the merger consideration (in units) | 40,154,704 | ||||
Noncontrolling interest | 4,564 | 4,564 | |||
Contribution from affiliates | 507 | 507 | |||
Purchase of noncontrolling interest | (5,000) | $ 71 | (5,071) | ||
Net income (loss) | (26,938) | $ (26,938) | |||
Other comprehensive income | 119 | 119 | |||
Balance (in units) at Dec. 31, 2016 | 113,282,973 | ||||
Balance at Dec. 31, 2016 | $ 624,907 | $ 624,906 | $ 0 | $ 0 | $ 1 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (26,938) | $ 62,042 | $ 76,149 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 58,246 | 28,452 | 27,249 |
Allowance for doubtful accounts | 19 | (7) | (16) |
Amortization of deferred financing costs and original issue discount | 1,746 | 964 | 964 |
Amortization of debt fair value adjustment | 1,250 | 0 | 0 |
Loss on disposition of assets | 148 | 38 | 218 |
Loss on extinguishment of debt | 4,862 | 0 | 0 |
Change in assets and liabilities: | |||
Accounts receivable | 2,185 | (44) | 429 |
Inventories | 31,426 | (1,915) | (2,550) |
Prepaid expenses and other current assets | 2,410 | 2,133 | 3,111 |
Other long-term assets | (1,383) | (301) | 149 |
Accounts payable | 5,794 | (1,609) | (4,967) |
Deferred revenue | (20,395) | (10,484) | 12,917 |
Accrued expenses and other current liabilities | (17,501) | (3,193) | 3,553 |
Other long-term liabilities | 314 | (2) | (113) |
Net cash provided by operating activities | 44,969 | 78,421 | 118,878 |
Cash flows from investing activities: | |||
Capital expenditures | (23,231) | (17,023) | (21,076) |
Acquisition of CVR Nitrogen, LP, net of cash acquired | (63,869) | 0 | 0 |
Proceeds from sale of assets | 0 | 78 | 110 |
Net cash used in investing activities | (87,100) | (16,945) | (20,966) |
Cash flows from financing activities: | |||
Payment of financing costs | (10,688) | 0 | 0 |
Proceeds on issuance of 2023 Notes, net of original issue discount | 628,869 | 0 | 0 |
Proceeds on CRLLC Facility | 300,000 | 0 | 0 |
Contribution from affiliate | 507 | 0 | 0 |
Cash distributions to common unitholders – Affiliates | (27,633) | (48,650) | (54,877) |
Cash distribution to common unitholders – Non-affiliates | (41,956) | (42,754) | (48,213) |
Purchase of noncontrolling interest | (5,000) | 0 | 0 |
Redemption of common units | 0 | (19) | (50) |
Net cash provided by (used in) financing activities | 47,759 | (91,423) | (103,140) |
Net increase (decrease) in cash and cash equivalents | 5,628 | (29,947) | (5,228) |
Cash and cash equivalents, beginning of period | 49,967 | 79,914 | 85,142 |
Cash and cash equivalents, end of period | 55,595 | 49,967 | 79,914 |
Supplemental disclosures: | |||
Cash paid for income taxes, net | 14 | 35 | 55 |
Cash paid for interest, net of capitalized interest of $454, $9 and $85 in 2016, 2015 and 2014, respectively | 53,110 | 5,916 | 5,819 |
Non-cash investing and financing activities: | |||
Construction in progress additions included in accounts payable | 3,871 | 1,030 | 1,066 |
Change in accounts payable related to construction in progress additions | (1,134) | (36) | (800) |
Reduction of proceeds from 2023 Notes from original issue discount | 16,131 | 0 | 0 |
Fair value of common units issued in a business combination | 335,693 | 0 | 0 |
Fair value of debt assumed in a business combination | 367,500 | 0 | 0 |
CRLLC | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Share-based compensation | 1,846 | 1,990 | 1,628 |
Third parties | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Share-based compensation | 940 | 357 | 157 |
6.50% notes, due 2021 | |||
Cash flows from financing activities: | |||
Repayments of debt | (322,240) | 0 | 0 |
CRLLC Facility | |||
Cash flows from financing activities: | |||
Repayments of debt | (300,000) | 0 | 0 |
CRNF Credit Facility | |||
Cash flows from financing activities: | |||
Repayments of debt | (125,000) | 0 | 0 |
Revolving credit facility | |||
Cash flows from financing activities: | |||
Repayments of debt | $ (49,100) | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CAS8
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Cash Flows [Abstract] | |||
Capitalized interest | $ 454 | $ 9 | $ 85 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation of the Partnership, Organization and Nature of Business | (1) Organization and Nature of Business CVR Partners, LP (referred to as "CVR Partners" or the "Partnership") is a Delaware limited partnership formed by CVR Energy, Inc. (together with its subsidiaries, but excluding the Partnership and its subsidiaries, "CVR Energy") to own, operate and grow its nitrogen fertilizer business. Nitrogen fertilizer is used by farmers to improve the yield and quality of their crops, primarily corn and wheat. The Partnership principally produces ammonia and urea ammonium nitrate ("UAN"), an aqueous solution of urea and ammonium nitrate. The Partnership's product sales are sold on a wholesale basis in North America. The Partnership produces nitrogen fertilizer products at two manufacturing facilities, which are located in Coffeyville, Kansas (the "Coffeyville Facility") and East Dubuque, Illinois (the "East Dubuque Facility"). On April 1, 2016, the Partnership completed the merger (the "East Dubuque Merger") with CVR Nitrogen, LP (formerly known as East Dubuque Nitrogen Partners, L.P. and also formerly known as Rentech Nitrogen Partners, L.P.) ("CVR Nitrogen") and with CVR Nitrogen GP, LLC (formerly known as East Dubuque Nitrogen GP, LLC and also formerly known as Rentech Nitrogen GP, LLC) ("CVR Nitrogen GP"), whereby the Partnership acquired the East Dubuque Facility. See Note 3 ("East Dubuque Merger") for further discussion. The Partnership's subsidiaries include Coffeyville Resources Nitrogen Fertilizers, LLC ("CRNF"), which owns and operates the Coffeyville Facility, and East Dubuque Nitrogen Fertilizers, LLC ("EDNF"), which owns and operates the East Dubuque Facility. Both facilities manufacture ammonia and are able to further upgrade to other nitrogen fertilizer products, principally UAN. Immediately subsequent to the East Dubuque Merger and as of December 31, 2016 , public security holders held approximately 34% of the Partnership's outstanding limited partner interests and Coffeyville Resources, LLC ("CRLLC"), a wholly-owned subsidiary of CVR Energy, held approximately 66% of the Partnership's outstanding limited partner interests and 100% of the noneconomic general partner interest. Prior to the East Dubuque Merger and as of December 31, 2015, public security holders held approximately 47% of the Partnership's outstanding limited partner interests and CRLLC held approximating 53% of the Partnership's outstanding limited partner interests and 100% of the noneconomic general partner interest. As of December 31, 2016 and 2015 , Icahn Enterprises L.P. ("IEP") and its affiliates owned approximately 82% of the shares of CVR Energy. 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. The various rights and responsibilities of the Partnership's partners are set forth in the Partnership's limited partnership agreement. The Partnership also is party to a number of agreements with CVR Energy and its subsidiaries, including CVR GP, to regulate certain business relations between the Partnership and the other parties thereto. See Note 15 (" Related Party Transactions ") for further discussion. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Principles of Consolidation The accompanying Partnership consolidated financial statements, prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"), 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, 2016 and 2015 was $5.8 million and $1.9 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, one customer individually represented greater than 10% of the total net accounts receivable balance. The largest concentration of credit for any one customer at December 31, 2016 and 2015 was approximately 9% and 14% , respectively, of the total accounts receivable balance. 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. At December 31, 2016 and 2015 , inventories on the Consolidated Balance Sheets included depreciation of approximately $4.1 million and $1.8 million , respectively. 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 20 to 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 8 (" 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 line-of-credit arrangements 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 second quarter of 2016, the East Dubuque 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 materials and other and direct operating expenses (exclusive of depreciation and amortization). Costs, exclusive of the impacts due to the lost production during the downtime, of approximately $6.6 million associated with the 2016 East Dubuque Facility turnaround are included in direct operating expenses (exclusive of depreciation and amortization) in the Consolidated Statements of Operations for the year ended December 31, 2016. During the third quarter of 2015, the Coffeyville 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 materials and other and direct operating expenses (exclusive of depreciation and amortization). Costs, exclusive of the impacts due to the lost production during the downtime, of approximately $7.0 million associated with the 2015 Coffeyville Facility 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 materials and other consist primarily of freight and distribution expenses, feedstock expenses, purchased ammonia and purchased hydrogen. 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 4 (" Share‑Based Compensation "). Selling, general and administrative expenses consist primarily of direct and allocated legal expenses, treasury, accounting, marketing, human resources, information technology and maintaining the corporate offices. Selling, general and administrative expenses also include allocated share-based compensation from CVR Energy and its subsidiaries, as discussed in Note 4 (" 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, a replacement tax in the State of Illinois and as discussed below. CVR Nitrogen Holdings, LLC, a corporate entity wholly owned by CVR Partners, generates income or loss based on its own activities. As a limited liability company electing tax treatment as a corporation, the entity is subject to federal and state income taxes. Under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic ("ASC") 740, Income Taxes , both the Partnership (for taxes based on income such as the Texas franchise tax and the Illinois replacement tax) and the corporate entity account for income taxes using the asset and 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 materials and other. Derivative Instruments and Fair Value of Financial Instruments Prior to their expiration in February 2016, the Partnership had used 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 were designated as hedges for accounting purposes and accordingly, were recorded at fair value in the Consolidated Balance Sheets. The measurement of the cash flow hedge ineffectiveness was recognized in earnings, if applicable. The effective portion of the gain or loss on the swaps was reported in accumulated other comprehensive income (loss) ("AOCI"), in accordance with ASC 815, Derivatives and Hedging . See Note 11 ("Interest Rate Swap Agreements") for further discussion. From time to time, the Partnership enters into forward contracts with fixed delivery prices to purchase portions of its natural gas requirements. The Partnership elected to apply the normal purchase and normal sale exclusion to natural gas contracts that are entered into to be used in production within a reasonable time during the normal course of business. Accordingly, the fair value of these contracts are not recorded on the Consolidated Balance Sheets. 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. 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 4 ("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 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. The billing and allocation of such costs are governed by the services agreement entered into between CVR Energy, Inc., CVR Partners and CVR GP 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 15 ("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 15 ("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. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, creating a new topic, FASB ASC Topic 606, "Revenue from Contracts with Customers" ("ASU 2014-09"), which supersedes revenue recognition requirements in FASB ASC Topic 605, “Revenue Recognition.” This ASU 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. In addition, an entity is required to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The standard was originally effective for interim and annual periods beginning after December 15, 2016 and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. On July 9, 2015, the FASB approved a one-year deferral of the effective date making the standard effective for interim and annual periods beginning after December 15, 2017. The FASB will continue to permit entities to adopt the standard on the original effective date if they choose. The Partnership has developed an implementation plan to adopt the new standard. As part of this plan, the Partnership is currently assessing the impact of the new guidance on its business processes, business and accounting systems, and consolidated financial statements and related disclosures, which involves review of existing revenue streams, evaluation of accounting policies and identification of the types of arrangements where differences may arise in the conversion to the new standard. The Partnership expects to complete the assessment phase of its implementation plan within the next several months, after which the Partnership will initiate the design and implementation phases of the plan, including implementing any changes to existing business processes and systems to accommodate the new standard, during 2017. The Partnership will adopt this standard as of January 1, 2018 using the modified retrospective application method. To date, the Partnership has not identified any material differences in its existing revenue recognition methods that would require modification under the new standard. In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"). The new standard required 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 was effective for interim and annual periods beginning after December 15, 2015 and was required to be applied on a retrospective basis. Early adoption was permitted. The Partnership adopted ASU 2015-03 as of January 1, 2016 and applied the standard retrospectively to the Consolidated Balance Sheet. Refer to Note 10 ("Debt") for further details. In February 2016, the FASB issued ASU 2016-02, " Leases" ("ASU 2016-02") . The new standard revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. The standard is effective for the first interim and annual periods beginning after December 15, 2018, with early adoption permitted. At adoption, ASU 2016-02 will be applied using the modified retrospective application method. The Partnership is currently evaluating the standard and the impact on its consolidated financial statements and footnote disclosures. In January 2017, the FASB issued ASU 2017-04, " Simplifying the Test for Goodwill Impairment " ("ASU2017-04"). The new standard simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill quantitative impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The standard is effective for interim and annual periods beginning after December 15, 2019 and early adoption is permitted. The Partnership will adopt this standard as of January 1, 2017. |
East Dubuque Merger
East Dubuque Merger | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
East Dubuque Merger | (3) East Dubuque Merger On April 1, 2016, the Partnership completed the East Dubuque Merger as contemplated by the Agreement and Plan of Merger, dated as of August 9, 2015 (the "Merger Agreement"), whereby the Partnership acquired CVR Nitrogen and CVR Nitrogen GP. Pursuant to the East Dubuque Merger, the Partnership acquired the East Dubuque Facility. The primary reasons for the East Dubuque Merger were to expand the Partnership's geographical footprint, diversify its raw material feedstocks, widen its customer reach and increase its potential for cash-flow generation. CVR Nitrogen was required to sell or spin off its facility located in Pasadena, Texas (the "Pasadena Facility") as a condition to closing of the East Dubuque Merger. On March 14, 2016, CVR Nitrogen completed the sale of 100% of the issued and outstanding membership interests of its subsidiary that owned the Pasadena Facility to a third party. Holders of common units representing limited partner interests in CVR Nitrogen ("CVR Nitrogen common units") of record as of March 28, 2016 received consideration for the Pasadena Facility and may receive additional consideration in the future according to the terms of the purchase agreement. The Partnership did not receive and will not receive any consideration relating to the sale of the Pasadena Facility. Under the terms of the Merger Agreement, holders of CVR Nitrogen common units eligible to receive consideration received 1.04 common units (the "unit consideration") representing limited partner interests in CVR Partners ("CVR Partners common units") and $2.57 in cash, without interest, (the "cash consideration" and together with the unit consideration, the "merger consideration") for each CVR Nitrogen common unit. Pursuant to the Merger Agreement, CVR Partners issued approximately 40.2 million CVR Partners common units and paid approximately $99.2 million in cash consideration to CVR Nitrogen common unitholders and certain holders of CVR Nitrogen phantom units discussed below. Phantom units granted and outstanding under CVR Nitrogen’s equity plans and held by an employee who continued in the employment of a CVR Partners-affiliated entity upon closing of the East Dubuque Merger were canceled and replaced with new incentive awards of substantially equivalent value and on similar terms. See Note 4 ("Share‑Based Compensation") for further discussion. Each phantom unit granted and outstanding and held by (i) an employee who did not continue in employment of a CVR Partners-affiliated entity, or (ii) a director of CVR Nitrogen GP, upon closing of the East Dubuque Merger, vested in full and the holders thereof received the merger consideration. In accordance with the FASB’s ASC Topic 805 — Business Combinations ("ASC 805"), the Partnership accounted for the East Dubuque Merger as an acquisition of a business with CVR Partners as the acquirer. ASC 805 requires that the consideration transferred be measured at the current market price at the date of the closing of the East Dubuque Merger. The aggregate merger consideration was approximately $802.4 million , including the fair value of CVR Partners common units issued of $335.7 million , a cash contribution of $99.2 million and $367.5 million fair value of assumed debt. The East Dubuque Facility contributed net sales of $128.0 million and an operating loss of $1.2 million to the Consolidated Statement of Operations for the year ended December 31, 2016 . In March 2016, CVR Energy purchased 400,000 CVR Nitrogen common units, representing approximately 1% of the outstanding CVR Nitrogen limited partner interests. CVR Energy did not receive merger consideration for these designated CVR Nitrogen common units. The Partnership recorded the noncontrolling interest fair value of $4.6 million in the purchase price consideration on April 1, 2016. Subsequent to the East Dubuque Merger, CVR Energy contributed $0.5 million to CVR Nitrogen, and the Partnership purchased the 400,000 CVR Nitrogen common units from CVR Energy during the second quarter of 2016 for $5.0 million . The transaction eliminated the noncontrolling interest, and the net impact of $0.1 million was recorded as an increase to partners' capital on the Consolidated Statement of Partners' Capital for the year ended December 31, 2016 . Purchase Price Consideration A summary of the total purchase price is as follows: Purchase Price (in millions) Fair value of CVR Partners common units issued, as of the close of the East Dubuque Merger $ 335.7 Cash payment to CVR Nitrogen common unitholders and certain phantom unitholders 99.2 Fair value of consideration transferred 434.9 Fair value of noncontrolling interest for parent affiliate units (1) 4.6 Total purchase price consideration to be allocated $ 439.5 The fair value of the unit consideration was determined as follows: Fair Value of Unit Consideration (units in thousands) CVR Nitrogen common units outstanding, as of the close of the East Dubuque Merger 38,985 Less: Noncontrolling interest from parent affiliate units (1) 400 Net units subject to merger consideration 38,585 Unit consideration per CVR Nitrogen common unit 1.04 Number of CVR Partners common units issued for merger consideration 40,129 Number of CVR Partners common units issued for CVR Nitrogen phantom units issued to noncontinuing employees and CVR Nitrogen board members (2) 26 Total number of CVR Partners units issued 40,155 Fair value per CVR Partners common unit, as of the close of the East Dubuque Merger $ 8.36 Fair value of CVR Partners common units issued (in millions) $ 335.7 _____________ (1) See above for discussion of parent affiliate units. (2) As discussed above, each phantom unit granted and outstanding and held by (i) an employee who did not continue in the employment of a CVR Partners-affiliated entity, or (ii) a director of CVR Nitrogen GP, upon closing of the East Dubuque Merger, vested in full and the holders thereof received the merger consideration. Merger-Related Indebtedness CVR Nitrogen’s debt arrangements that remained in place after the closing date of the East Dubuque Merger included $320.0 million of its 6.50% notes due 2021 (the "2021 Notes"). The majority of the 2021 Notes were repurchased in June 2016, as discussed further in Note 11 ("Debt"). Immediately prior to the East Dubuque Merger, CVR Nitrogen also had outstanding balances under a credit agreement with Wells Fargo Bank, National Association, as successor-in-interest by assignment from General Electric Company, as administrative agent (the "Wells Fargo Credit Agreement"). The Wells Fargo Credit Agreement consisted of a $50.0 million senior secured revolving credit facility with a $10.0 million letter of credit sublimit. In connection with the closing of the East Dubuque Merger, the Partnership paid $49.4 million for the outstanding balance, accrued interest and fees under the Wells Fargo Credit Agreement, and the Wells Fargo Credit Agreement was canceled. Purchase Price Allocation Under the acquisition method of accounting, the purchase price was allocated to CVR Nitrogen's net tangible assets based on their fair values as of April 1, 2016. The Partnership has obtained an independent appraisal of the net assets acquired. Determining the fair value of net tangible assets requires judgment and involves the use of significant estimates and assumptions. The Partnership based its fair value estimates on assumptions it believes to be reasonable but are inherently uncertain. The following table, set forth below, displays the purchase price allocated to CVR Nitrogen's net tangible assets based on their fair values as of April 1, 2016. There were no identifiable intangible assets. Purchase Price Allocation (in millions) Cash $ 35.4 Accounts receivable 8.9 Inventories 49.1 Prepaid expenses and other current assets (1) 5.2 Property, plant and equipment 775.3 Other long-term assets 1.1 Deferred revenue (29.8 ) Other current liabilities (2) (37.0 ) Long-term debt (367.5 ) Other long-term liabilities (1.2 ) Total fair value of net assets acquired 439.5 Less: Cash acquired 35.4 Total consideration transferred, net of cash acquired $ 404.1 _____________ (1) Includes $4.0 million for the estimated fair value of insurance proceeds related to an event that occurred prior to the East Dubuque Merger. The Partnership received $4.0 million during the second quarter of 2016, which was included in operating activities on the Consolidated Statement of Cash Flows the year ended December 31, 2016. (2) Includes an assumed liability of $11.8 million for third-party financial advisory services provided to CVR Nitrogen that became payable upon the closing of the East Dubuque Merger, and was subsequently paid by CVR Partners on April 1, 2016, which was included in operating activities on the Consolidated Statement of Cash Flows for the year ended December 31, 2016. Pro Forma Financial Information The summary pro forma financial information for the periods presented below gives effect to the East Dubuque Merger as if it had occurred at the beginning of the periods presented. The pro forma financial information for all periods presented were adjusted to give effect to pro forma events that are i) directly attributable to the East Dubuque Merger, ii) factually supportable and iii) expected to have a continuing impact on the consolidated results of operations. Pro forma net income (loss) has been adjusted to exclude $3.8 million and $6.0 million , respectively, of merger-related costs incurred during the year ended December 31, 2016 and 2015 . Pro forma net income (loss) has also been adjusted to exclude $13.0 million of nonrecurring expenses related to the fair value adjustment to acquisition-date inventory and deferred revenue for the year ended December 31, 2016 . Incremental interest expense for financing the cash merger consideration and financing the payoff of the Wells Fargo Credit Agreement has also been adjusted for in the pro forma financial information, as well as incremental depreciation resulting from increased fair value of the property, plant and equipment as noted in the preliminary purchase price allocation. The summary pro forma financial information is for informational purposes only and does not purport to represent what the Partnership's consolidated results of operations actually would have been if the East Dubuque Merger had occurred at any date, and such data does not purport to project the Partnership's results of operations for any future period. The basic and diluted units outstanding used to calculate the pro forma net income (loss) per unit amounts presented below have been adjusted to assume units issued at the closing of the East Dubuque Merger were outstanding since January 1, 2015. Year Ended December 31, 2016 2015 (in thousands, except per unit data) Net sales $ 391,132 $ 490,538 Net income (loss) (14,619 ) 89,818 Net income (loss) per common unit, basic and diluted (0.13 ) 0.79 Expenses Associated with the East Dubuque Merger During the year ended December 31, 2016 and 2015 , the Partnership incurred $3.1 million and $2.3 million , respectively, of legal and other professional fees and other merger-related expenses, which were included in selling, general and administrative expense. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | (4) Share‑Based Compensation Certain employees of CVR Partners and employees of CVR Energy who perform services for the Partnership under the services agreement with CVR Energy participate in equity compensation plans of CVR Partners' affiliates. All compensation expense related to these plans for full-time employees of CVR Partners has been attributed 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 recognizes the costs of share-based compensation in selling, general and administrative expenses and direct operating expenses (exclusive of depreciation and amortization). Allocated expense amounts related to plans for which the Partnership is responsible for payment are reflected as an increase or decrease to accrued expenses and other current liabilities. The Partnership was 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 was not responsible for payment were reflected as an increase or decrease to partners' capital. Long-Term Incentive Plan — CVR Energy CVR Energy has a Long-Term Incentive Plan ("CVR Energy LTIP") that permits the grant of options, stock appreciation rights, restricted shares, restricted stock units, dividend equivalent rights, share awards and performance awards (including performance share units, performance units and performance based restricted stock). As of December 31, 2016 , only grants of 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 had been granted to employees of CVR Energy and its subsidiaries. As of December 31, 2016 , these awards were fully vested. Total compensation expense recorded for the years ended December 31, 2016 was nominal. Total compensation for the years ended December 31, 2015 and 2014 , related to the restricted stock units, was approximately $0.1 million and $0.2 million , respectively. The Partnership is not responsible for payment of CVR Energy restricted stock unit awards, and accordingly, the expenses recorded were reflected as an increase to partners' capital. Performance Unit Awards In December 2013, CVR Energy entered into performance unit award agreements with Mr. Lipinski. Compensation cost for these awards was recognized over the substantive service period. Compensation expense recorded for the year ended December 31, 2014 related to the performance unit awards was $0.7 million . The awards were fully vested at December 31, 2014. The Partnership reimbursed CVR Energy approximately $0.3 million and $0.8 million , respectively, for its allocated portion of the performance unit award during 2015 and 2014. 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 was recognized over the performance cycle from January 1, 2016 to December 31, 2016. Compensation expense recorded for the year ended December 31, 2016 was $0.5 million , and the Partnership is responsible for reimbursing CVR Energy in the first quarter of 2017. In December 2016, CVR Energy entered into a performance unit award agreement (the "2016 Performance Unit Award Agreement") with Mr. Lipinski. Compensation cost for the 2016 Performance Unit Award Agreement will be recognized over the performance cycle from January 1, 2017 to December 31, 2017. 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, 2016, there was approximately $0.5 million of total unrecognized compensation cost related to the 2016 Performance Unit award Agreement to be recognized over a period of 1.0 year. Incentive Unit Awards — CVR Energy 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 portion of time spent on CVR Partners related matters by CVR Energy employees providing services to CVR Partners remains consistent with the amount of services provided during December 31, 2016 , there was approximately $1.6 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, 2016 , compensation expense has been allocated to the Partnership. Compensation expense for the years ended December 31, 2016 , 2015 and 2014 related to the incentive unit awards was $0.4 million , $0.9 million and $0.5 million , respectively. The Partnership is responsible for reimbursing CVR Energy for its allocated portion of the awards. As of December 31, 2016 and 2015 , the Partnership had a liability related to these awards of $0.4 million and $0.5 million , respectively, which were recorded in accrued expenses and other current liabilities. For the years ended December 31, 2016 , 2015 and 2014 , the Partnership reimbursed CVR Energy $0.5 million , $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. 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, 2016 , 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 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. Common unit awards granted in prior years are not material in the periods presented and were fully vested and settled as of December 31, 2015. The phantom unit 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. In connection with the East Dubuque Merger as described in Note 3 ("East Dubuque Merger") , 195,980 phantom units were granted to certain CVR Nitrogen employees. A related liability of $0.6 million was recorded as part of the opening balance sheet and included in personnel accruals in the purchase price allocation in Note 3 ("East Dubuque Merger") . Subsequent to the East Dubuque Merger, 79,654 awards were subject to an accelerated vesting date and were paid in full resulting in the early recognition of $0.4 million as compensation expense in selling, general and administrative expenses for the year ended December 31, 2016. A summary of the common units and phantom units (collectively "Units") activity under the CVR Partners LTIP during the years ended December 31, 2016 , 2015 and 2014 is presented below: Units Weighted- Average Grant Date Fair Value Aggregate Intrinsic Value (dollars in thousands) 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 Granted 680,718 6.20 Vested (292,536 ) 8.78 Forfeited (8,299 ) 8.72 Non-vested at December 31, 2016 771,786 $ 6.47 $ 4,638 Unrecognized compensation expense associated with the unvested phantom units at December 31, 2016 was approximately $3.9 million , which is expected to be recognized over a weighted average period of 1.7 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, 2016 , 2015 and 2014 related to the awards under the CVR Partners LTIP was approximately $1.8 million , $1.3 million and $0.3 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 - 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 - 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, 2016 and 2015 , the Partnership had a liability of $1.0 million and $0.7 million , respectively, for cash settled non-vested phantom unit awards and associated distribution equivalent rights, which is recorded in personnel accruals on the Consolidated Balance Sheets. For the year ended December 31, 2016 , 2015 and 2014 , the Partnership paid cash of $2.1 million , $0.8 million and $0.4 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, which included performance-based phantom units and distribution equivalent rights. The award was fully vested at December 31, 2016 and amounts associated with the agreement were not material. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | (5) Inventories Inventories consisted of the following: December 31, 2016 2015 (in thousands) Finished goods $ 15,860 $ 9,589 Raw materials and precious metals 8,818 9,055 Parts and supplies 33,489 18,885 Total inventories $ 58,167 $ 37,529 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | (6) Property, Plant, and Equipment Property, plant, and equipment consisted of the following: December 31, 2016 2015 (in thousands) Land and improvements $ 12,995 $ 5,441 Buildings and improvements 14,881 3,049 Machinery and equipment 1,343,980 574,326 Automotive equipment 599 448 Furniture and fixtures 1,437 918 Railcars 16,261 16,315 Construction in progress 9,588 1,641 $ 1,399,741 $ 602,138 Less: Accumulated depreciation 269,620 209,005 Total property, plant, and equipment, net $ 1,130,121 $ 393,133 Capitalized interest recognized as a reduction of interest expense for the years ended December 31, 2016 , 2015 and 2014 was approximately $0.5 million , $9,000 , and $0.1 million , respectively. |
Partners' Capital and Partnersh
Partners' Capital and Partnership Distributions | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Partners' Capital and Partnership Distributions | (7) Partners’ Capital and Partnership Distributions The Partnership has two types of partnership interests outstanding: • common units; and • a general partner interest, which is not entitled to any distributions, and which is held by the general partner. At December 31, 2016 and 2015, the Partnership had a total of 113,282,973 and 73,128,269 common units issued and outstanding, respectively, of which 38,920,000 common units were owned by CRLLC, representing approximately 34% and 53% , respectively, 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. Available cash 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 East Dubuque Merger, 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, gain or loss on extinguishment of debt, loss on disposition of assets, expenses associated with the East Dubuque Merger and business interruption insurance recovery. 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, and available cash is increased by the business interruption insurance proceeds and the impact of purchase accounting. Actual distributions are set by the board of directors of the general partner. The board of directors of the general partner may modify the cash distribution policy at any time, and the partnership agreement does not require the board of directors of the general partner to make distributions at all. The following is a summary of cash distributions paid to the unitholders during the years ended December 31, 2016 , 2015 and 2014 for the respective quarters to which the distributions relate: December 31, March 31, 2016 (1) June 30, September 30, Total Cash ($ in millions, except per common unit amounts) Amount paid to CRLLC $ 10.5 $ 10.5 $ 6.6 $ — $ 27.6 Amounts paid to public unitholders 9.2 20.1 12.7 — 42.0 Total amount paid $ 19.7 $ 30.6 $ 19.3 $ — $ 69.6 Per common unit $ 0.27 $ 0.27 $ 0.17 $ — $ 0.71 Common units outstanding (in thousands) 73,128 113,283 113,283 113,283 December 31, March 31, June 30, September 30, Total Cash Distributions Paid in 2015 ($ 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 _____________________________ (1) The distribution per common unit for the three months ended March 31, 2016 is calculated based on the post-merger common units outstanding. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | (8) Goodwill The Partnership evaluates the carrying value of goodwill annually as of November 1 and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The Partnership's goodwill reporting unit is the Coffeyville Facility. Based on a significant decline in market capitalization and lower cash flow forecasts resulting from weakened fertilizer pricing trends during the third quarter of 2016, the Partnership identified a triggering event and therefore performed an interim goodwill impairment test as of September 30, 2016. The goodwill impairment quantitative testing involves a two-step process. Step 1 compares the fair value of the reporting unit to its carrying value. The Coffeyville Facility reporting unit fair value is based upon consideration of various valuation methodologies, including guideline public company multiples and projected future cash flows discounted at rates commensurate with the risk involved. The carrying amount of the reporting unit was less than its fair value; therefore, a Step 2 was not required to be completed and no impairment was recorded. The fair value of the reporting unit exceeded its carrying value by approximately 17 percent based upon the results of the Step 1 test as of September 30, 2016. Judgments and assumptions are inherent in management’s estimates used to determine the fair value of the reporting unit. Assumptions used in the discounted cash flows ("DCF") require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates, and the amount and timing of expected future cash flows. The discount rates used in the DCF, which are intended to reflect the risks inherent in future cash flow projections, are based on estimates of the weighted-average cost of capital of a market participant. Such estimates are derived from analysis of peer companies and consider the industry weighted average return on debt and equity from a market participant perspective. The most significant assumption to determining the fair value of the reporting unit was forecasted fertilizer pricing. Changes in assumptions may result in a change in management's estimates and may result in an impairment in future periods, including, but not limited to, further declines in the forecasted fertilizer pricing. Subsequent to the September 30, 2016 interim impairment test, the Partnership elected to perform a qualitative evaluation as of November 1, 2016 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, 2016 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | (9) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities were as follows: December 31, December 31, (in thousands) Property taxes $ 1,742 $ 1,371 Current interest rate swap liabilities — 119 Accrued interest 2,683 458 Railcar maintenance accruals 2,502 209 Affiliates (1) 2,515 2,334 Other accrued expenses and liabilities 2,932 1,192 Total accrued expenses and other current liabilities $ 12,374 $ 5,683 _______________________________________ (1) Accrued expenses and other current liabilities include amounts owed by the Partnership to CVR Energy 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 15 ("Related Party Transactions") for additional discussion. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | (10) Debt Long-term debt consisted of the following: As of December 31, 2016 As of (in thousands) 9.250% senior secured notes, due 2023 $ 645,000 $ — 6.50% notes, due 2021 2,240 — Credit Agreement term loan, due 2016 — 125,000 Total long-term debt, before unamortized discount and debt issuance costs 647,240 125,000 Less: Unamortized discount 15,220 — Unamortized debt issuance costs 8,913 227 Total long-term debt, net of current portion $ 623,107 $ 124,773 As discussed in Note 2 ("Summary of Significant Accounting Policies") , the Partnership adopted ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs", which 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. As a result of adoption of the standard, debt issuance costs of $0.2 million were reclassified as a direct deduction from the carrying value of the related debt balances in the Consolidated Balance Sheets as of December 31, 2015. A nominal amount of debt issuance costs related to the revolving credit facility was presented as assets in the Consolidated Balance Sheet as of December 31, 2015. For the year ended December 31, 2016 , 2015 and 2014 , amortization of the discount on debt and amortization of deferred financing costs reported as interest expense and other financing costs totaled approximately $1.7 million , $1.0 million and $1.0 million , respectively. 2023 Notes On June 10, 2016, the Partnership and CVR Nitrogen Finance Corporation, an indirect wholly-owned subsidiary of the Partnership, (together the "2023 Notes Issuers"), certain subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee and as collateral trustee, completed a private offering of $645.0 million aggregate principal amount of 9.250% Senior Secured Notes due 2023 (the "2023 Notes"). The 2023 Notes mature on June 15, 2023, unless earlier redeemed or repurchased by the issuers. Interest on the 2023 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2016. The 2023 Notes are guaranteed on a senior secured basis by all of the Partnership’s existing subsidiaries. The 2023 Notes were issued at a $16.1 million discount, which is being amortized over the term of the 2023 Notes as interest expense using the effective-interest method. The Partnership received approximately $622.9 million of cash proceeds, net of the original issue discount and underwriting fees, but before deducting other third-party fees and expenses associated with the offering. The net proceeds from the sale of the 2023 Notes were used to: (i) repay all amounts outstanding under the CRLLC Facility (defined and discussed below); (ii) finance the 2021 Notes Tender Offer (defined and discussed below) and (iii) to pay related fees and expenses. The debt issuance costs of the 2023 Notes totaled approximately $9.4 million and are being amortized over the term of the 2023 Notes as interest expense using the effective-interest amortization method. The 2023 Notes contain customary covenants for a financing of this type that, among other things, restrict the Partnership’s ability and the ability of certain of its subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Partnership’s units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Partnership’s restricted subsidiaries to the Partnership; (vii) consolidate, merge or transfer all or substantially all of the Partnership’s assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. As of December 31, 2016 , the Partnership was in compliance with the covenants contained in the 2023 Notes. Included in other current liabilities on the Consolidated Balance Sheets is accrued interest payable totaling approximately $2.7 million as of December 31, 2016 related to the 2023 Notes. At December 31, 2016 , the estimated fair value of the 2023 Notes was approximately $664.4 million . This estimate of fair value is Level 2 as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities. 2021 Notes The $320.0 million 2021 Notes were issued by CVR Nitrogen and CVR Nitrogen Finance (the "2021 Notes Issuers") prior to the East Dubuque Merger. The 2021 Notes bear interest at a rate of 6.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year. The 2021 Notes are scheduled to mature on April 15, 2021, unless repurchased or redeemed earlier in accordance with their terms. On April 29, 2016, the 2021 Notes Issuers commenced a cash tender offer (the "Tender Offer") to purchase any and all of the outstanding 2021 Notes. In connection with the Tender Offer, the 2021 Notes Issuers solicited the consents of holders of the notes to certain proposed amendments to the indenture governing the notes (the "Consent Solicitation"). As a result of the Tender Offer, on June 10, 2016, the 2021 Notes Issuers repurchased $315,245,000 of 2021 Notes, representing approximately 98.5% of the total outstanding principal amount of the notes at a purchase price of $1,015 per $1,000 in principal amount. The total amount paid related to the Tender Offer was approximately $320.0 million , including an approximate $4.7 million premium. Additionally, the 2021 Notes Issuers paid $3.1 million for accrued and unpaid interest for the tendered notes up to the settlement date. The 2021 Notes Issuers received the requisite consents in respect of the 2021 Notes in connection with the Consent Solicitation to amend the indenture governing the 2021 Notes. As a result, the 2021 Notes Issuers executed a supplemental indenture, dated as of June 10, 2016, which eliminated or modified substantially all of the restrictive covenants relating to CVR Nitrogen and its subsidiaries, eliminated all events of default other than failure to pay principal, premium or interest on the 2021 Notes, eliminated all conditions to satisfaction and discharge, and released the liens on the collateral securing the 2021 Notes. The repurchase of a portion of the 2021 Notes resulted in a loss on extinguishment of debt of approximately $5.1 million for the year ended December 31, 2016, which includes the Tender Offer premium of $4.7 million and the write-off of the unamortized portion of the purchase accounting adjustment of $0.4 million . Concurrently with, but separately from the Tender Offer, the 2021 Notes Issuers also commenced an offer to purchase all of the outstanding 2021 Notes at a price equal to 101% of the principal amount thereof, as required as a result of the East Dubuque Merger (the "Change of Control Offer"). The offer expired on June 28, 2016. As a result of the Change of Control Offer, the 2021 Notes Issuers repurchased $560,000 of 2021 Notes at a purchase price of $1,010 per $1,000 in principal amount. The total amount paid related to the Change of Control Offer was approximately $0.6 million , including a nominal amount of premium and accrued and unpaid interest. In November 2016, the Partnership repurchased $1.9 million principal amount of 2021 Notes, resulting in a $0.2 million gain on extinguishment of debt. As of December 31, 2016 , $2,240,000 of principal amount of the 2021 Notes remained outstanding and accrued interest was nominal. Asset Based (ABL) Credit Facility On September 30, 2016, the Partnership entered into a senior secured asset based revolving credit facility (the "ABL Credit Facility") with a group of lenders and UBS AG, Stamford Branch ("UBS"), as administrative agent and collateral agent. The ABL Credit Facility has an aggregate principal amount of availability of up to $50.0 million with an incremental facility, which permits an increase in borrowings of up to $25.0 million in the aggregate subject to additional lender commitments and certain other conditions. The proceeds of the loans may be used for capital expenditures and working capital and general corporate purposes of the Partnership and its subsidiaries. The ABL Credit Facility provides for loans and standby letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sub-limits of the lesser of 10% of the total facility commitment and $5.0 million for swingline loans and $10.0 million for letters of credit. The ABL Credit Facility is scheduled to mature on September 30, 2021. At the option of the borrowers, loans under the ABL Credit Facility initially bear interest at an annual rate equal to (i) 2.00% plus LIBOR or (ii) 1.00% plus a base rate, subject to a 0.50% step-down based on the previous quarter’s excess availability. The borrowers must also pay a commitment fee on the unutilized commitments and also pay customary letter of credit fees. The ABL Credit Facility also contains customary covenants for a financing of this type that limit the ability of the Partnership and its subsidiaries to, among other things, incur liens, engage in a consolidation, merger, purchase or sale of assets, pay dividends, incur indebtedness, make advances, investments and loans, enter into affiliate transactions, issue equity interests or create subsidiaries and unrestricted subsidiaries. The ABL Credit Facility also contains a fixed charge coverage ratio financial covenant, as defined therein. The Partnership was in compliance with the covenants of the ABL Credit Facility as of December 31, 2016 In connection with the ABL Credit Facility, the Partnership incurred lender and other third-party costs of approximately $1.2 million , which are being deferred and amortized to interest expense and other financing costs using the straight-line method over the term of the facility. As of December 31, 2016 , the Partnership and its subsidiaries had availability under the ABL Credit Facility of $49.3 million . There were no borrowings outstanding under the ABL Credit Facility as of December 31, 2016 . CRLLC Facility On April 1, 2016, in connection with the closing of the East Dubuque Merger, the Partnership entered into a $300.0 million senior term loan credit facility (the "CRLLC Facility") with CRLLC, as the lender, the proceeds of which were used by the Partnership (i) to fund the repayment of amounts outstanding under the Wells Fargo Credit Agreement discussed in Note 4 ("East Dubuque Merger") (ii) to pay the cash consideration and to pay fees and expenses in connection with the East Dubuque Merger and related transactions and (iii) to repay all of the loans outstanding under the Credit Agreement discussed below. The CRLLC Facility had a term of two years and an interest rate of 12.0% per annum. Interest was calculated on the basis of the actual number of days elapsed over a 360 -day year and payable quarterly. In April 2016, the Partnership borrowed $300.0 million under the CRLLC Facility. On June 10, 2016, the Partnership paid off the $300.0 million outstanding under the CRLLC Facility, paid $7.0 million in interest, and terminated the CRLLC Facility. Credit Agreement 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 drawn under the revolving credit facility. There was no scheduled amortization. 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 had the intent and ability to refinance the obligation on a long-term basis. The credit facility was scheduled to mature on April 13, 2016. On April 1, 2016, in connection with the completion of the East Dubuque Merger, the Partnership repaid all amounts outstanding under the Credit Agreement and paid $0.3 million for accrued and unpaid interest. Effective upon such repayment, the Credit Agreement and all related loan documents and security interests were terminated and released. The repayment was funded from amounts drawn on the CRLLC Facility, as discussed above. The Partnership recognized a nominal amount of loss on debt extinguishment in connection with the termination of the Credit Agreement. Previous borrowings under the credit facility bore 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. During the periods presented, the interest rate was 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 11 ("Interest Rate Swap Agreements") . The carrying value approximated fair value as of December 31, 2015. |
Interest Rate Swap Agreements
Interest Rate Swap Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap Agreements | (11) Interest Rate Swap Agreements CRNF had 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 expired on February 12, 2016. The floating rate term debt is discussed further in Note 10 (" Debt "). The aggregate notional amount covered under these agreements, which commenced on August 12, 2011 and expired on February 12, 2016, totaled $62.5 million (split evenly between the two agreements). Under the terms of the interest rate swap agreement entered into on June 30, 2011, CRNF received a floating rate based on three-month LIBOR and paid a fixed rate of 1.94% . Under the terms of the interest rate swap agreement entered into on July 1, 2011, CRNF received a floating rate based on three-month LIBOR and paid a fixed rate of 1.975% . Both swap agreements were settled every 90 days . The effect of these swap agreements was to lock in a fixed rate of interest of approximately 1.96% plus the applicable margin paid to lenders over three-month LIBOR as 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 was reported as a component of accumulated other comprehensive income (loss) ("AOCI"), and was reclassified into interest expense when the interest rate swap transaction affected earnings. Any ineffective portion of the gain or loss was 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 $0.1 million for the year ended December 31, 2016. 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 and 2014. The interest rate swap agreements previously held by the Partnership also provided for the right to offset. However, as the interest rate swaps were both in a liability position, there were no amounts offset in the Consolidated Balance Sheet as of December 31, 2015. See Note 16 ("Fair Value of Financial Instruments") for discussion of the fair value of the interest rate swap agreements. |
Net Income (Loss) Per Common Un
Net Income (Loss) Per Common Unit | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Unit | (12) Net Income (Loss) Per Common Unit The Partnership's net income (loss) is allocated wholly to the common unitholders as the general partner does not have an economic interest. Basic and diluted net income (loss) per common unit is calculated by dividing net income (loss) by the weighted-average number of common units outstanding during the period and, when applicable, gives effect to 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, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Benefit Plans | (13) Benefit Plans A subsidiary of CVR Energy sponsors and administers a defined contribution 401(k) plan, the CVR Energy 401(k) Plan (the "Non-union Plan"), in which non-union employees of the general partner, CVR Partners and its subsidiaries may participate. Participants in the Non-union Plan may elect to contribute a designated percentage of their eligible compensation in accordance with the Non-union 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 Non-union Plan are immediately vested in their individual contributions. The Non-union 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 Non-union Plan were approximately $1.2 million , $0.9 million and $0.7 million , for the years ended December 31, 2016 , 2015 and 2014 , respectively. Beginning April 1, 2016 as a result of the East Dubuque Merger, the Partnership acquired the Rentech Nitrogen GP, LLC Union 401(k) Plan (the "Union Plan"), which is sponsored by CVR Nitrogen GP. The Union Plan is administered by a subsidiary of CVR Energy and is maintained for the benefit of union employees at the East Dubuque Facility. Contributions to the represented plan are determined in accordance with provisions of the negotiated labor contract. Participants in the Union Plan are immediately vested in their individual contributions as well as the Partnership’s contributions on their behalf. The Partnership's contributions under the Union Plan were approximately $0.1 million for the year ended December 31, 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (14) Commitments and Contingencies Leases and Unconditional Purchase Obligations The minimum required payments for operating leases and unconditional purchase obligations are as follows: Year Ending December 31, Operating Leases Unconditional Purchase Obligations (in thousands) 2017 $ 4,304 $ 25,982 2018 3,452 14,289 2019 2,836 11,419 2020 2,310 6,426 2021 2,130 4,643 Thereafter 2,605 32,436 $ 17,637 $ 95,195 CRNF leases railcars and facilities under long-term operating leases. Lease expense is included in cost of materials and other for the years ended December 31, 2016 , 2015 and 2014 and totaled approximately $4.9 million , $4.6 million and $4.6 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 leases 115 UAN railcars from a related party, which is included in the operating lease commitments shown above. See Note 15 ("Related Party Transactions") for further discussion. 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 15 ("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, 2016 , 2015 and 2014 , totaled approximately $3.9 million , $3.4 million and $4.0 million , respectively. The Partnership is party to a pet coke supply agreement with HollyFrontier Corporation. The term of this agreement ends in December 2017 . The delivered cost of this pet coke totaled approximately $4.9 million , $4.8 million and $4.3 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, which was recorded in cost of materials and other. EDNF is a party to a utility service agreement with Jo-Carroll Energy, Inc. The term of this agreement ends in 2019 and includes certain charges on a take-or-pay basis. The cost of electricity is included in direct operating expenses (exclusive of depreciation and amortization) and amounts associated with this agreement totaled approximately $6.8 million for the post-acquisition period ended December 31, 2016 . Commitments for natural gas purchases consist of the following: December 31, (in thousands, except weighted average rate) MMBtus under fixed-price contracts 1,539 Commitments to purchase natural gas (1) $ 5,324 Weighted average rate per MMBtu (1) $ 3.46 ____________ (1) Commitments and weighted average rate per MMBtu is based on the fixed rates applicable to each contract, exclusive of transportation costs. 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 Coffeyville Facility 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 CRNF's 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. The parties stipulated to the value of the real property, following which BOTA issued its final decision. The County has appealed the decision with respect to classification to the Kansas Court of Appeals. 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 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, 2016 , 2015 and 2014 , CRNF recognized approximately $1.4 million , $1.3 million and $1.3 million , respectively, in property tax expense included in direct operating expenses (exclusive of depreciation and amortization). East Dubuque Merger Litigation On August 29, 2015, Mike Mustard, a purported unitholder of Rentech Nitrogen Partners, L.P. ("Rentech Nitrogen"), filed a class action complaint on behalf of the public unitholders of Rentech Nitrogen against Rentech Nitrogen, Rentech Nitrogen GP, LLC ("Rentech Nitrogen GP"), Rentech Nitrogen Holdings, Inc., Rentech, Inc., DSHC, LLC, CVR Partners, two subsidiaries of CVR Partners, 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"). 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, two subsidiaries of CVR Partners, and the members of the Rentech Nitrogen Board, in the United States District Court for the Central District of California (the "Sloan Lawsuit"). Both lawsuits alleged, 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. In July 2016, the Mustard Lawsuit was dismissed. In October 2016, the United States District Court for the Central District of California issued an order and judgment approving the settlement of the Sloan Lawsuit. Under the terms of the settlement, the defendants made certain supplemental disclosures related to the East Dubuque Merger, and in return, the settlement resolves and releases all claims by unitholders of Rentech Nitrogen challenging the East Dubuque Merger. Environmental, Health, and Safety ("EHS") Matters The Partnership 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. The Partnership owns and operates two facilities utilized for the manufacture of nitrogen fertilizers. Therefore, the Partnership 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. The Partnership 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. The Partnership 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, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (15) Related Party Transactions Related Party Agreements CVR Partners is party to, or otherwise subject to certain agreements with CVR Energy and its subsidiaries, including CVR Refining and its subsidiary Coffeyville Resources Refining & Marketing, LLC ("CRRM"), that govern the business relationships among each party. The agreements are described as in effect at December 31, 2016 . Amounts owed to CVR Partners and its subsidiaries 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 its subsidiaries 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 Coffeyville Facility. 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 materials and other for CVR Partners, when applicable. For the years ended December 31, 2016 , 2015 and 2014 , the net sales generated from the sale of hydrogen to CRRM were approximately $3.2 million , $11.8 million and $10.1 million , respectively. For the years ended December 31, 2016 , CVR Partners also recognized approximately $0.2 million of cost of materials and other related to the transfer of hydrogen from the refinery, and a nominal amount was recognized for the years ended December 31, 2015 and 2014. At December 31, 2016 , approximately $0.1 million was included in accounts payable on the Consolidated Balance Sheets associated with hydrogen purchases. At December 31, 2015 , approximately $0.5 million of receivables were included in prepaid expenses and other current assets on the Consolidated Balance Sheets associated with 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 Coffeyville Facility, as determined by CRNF in a commercially reasonable manner. Reimbursed direct operating expenses associated with nitrogen for the year ended December 31, 2014 was approximately $1.0 million and was nominal for the year ended December 31, 2015 . There were no reimbursed direct operating expenses associated with nitrogen for the year ended December 31, 2016. With respect to oxygen requirements, CRNF is obligated to provide oxygen produced by the Linde air separation plant and made available to us to the extent that such oxygen is not required for operation of our nitrogen fertilizer plant. The oxygen is required to meet certain specifications and is to be sold at a fixed price. Approximately $0.3 million was reimbursed by CRRM for the sale of oxygen for the year ended December 31, 2016 and was included as a reduction to direct operating expenses. 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, 2016 , 2015 and 2014 , net sales generated from the sale of tail gas to CRRM were nominal. In April 2011, CRRM installed a pipe between the Coffeyville, Kansas refinery and the Coffeyville Facility to transfer the tail gas. CRNF paid CRRM the cost of installing the pipe over three years and provided an additional 15% to cover the cost of capital. At December 31, 2016 and 2015 , an asset of approximately $0.2 million was included in prepaid expenses and other current assets and approximately $0.6 million and $0.8 million , respectively, was included in other long-term assets. CRNF also occasionally provides finished product tank capacity to CRRM under the agreement. Approximately $0.1 million and $0.2 million were reimbursed by CRRM for the use of tank capacity for the years ended December 31, 2016 and 2015 , 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 Coffeyville Facility or the Coffeyville, Kansas refinery are permanently terminated, or if either party is subject to a bankruptcy proceeding or otherwise becomes insolvent. At December 31, 2016 and 2015 , receivables of $0.3 million and $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, 2016 and 2015 , payables of $0.9 million and $0.7 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 Coffeyville Facility 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 $2.1 million , $6.6 million and $9.2 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, and included in cost of materials and other on the Consolidated Statement of Operations. Payables of $0.1 million and $0.3 million related to the coke supply agreement were included in accounts payable on the Consolidated Balance Sheets as of December 31, 2016 and 2015 , 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 each of the years ended December 31, 2016 , 2015 and 2014 , expenses incurred related to the use of the office and laboratory space totaled approximately $0.1 million . There were no amounts outstanding with respect to the lease agreement as of December 31, 2016 and 2015 . 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 provide certain services, including the following, 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 will 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, SEC and securities exchange reporting, human resources, information technology, communications, insurance, tax, credit, finance, government and regulatory affairs; • recommendations on capital raising activities to the board of directors of our general partner, including the issuance of debt or equity interests, the entry into credit facilities and other capital market transactions; • managing or overseeing litigation and administrative or regulatory proceedings, establishing appropriate insurance policies for the Partnership, and providing safety and environmental advice; • recommending the payment of distributions; and • managing or providing advice for other projects, including acquisitions, as may be agreed by our general partner and CVR Energy from time to time. As payment for services provided under the agreement, the Partnership, its general partner or its subsidiaries must pay CVR Energy (i) all costs incurred by CVR Energy or its affiliates in connection with the employment of its employees 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 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 our 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, 2016 , 2015 and 2014 were as follows: Year Ended December 31, 2016 2015 2014 (in thousands) Direct operating expenses (exclusive of depreciation and amortization) $ 3,583 $ 3,500 $ 3,415 Selling, general and administrative expenses 11,761 10,735 11,193 Total $ 15,344 $ 14,235 $ 14,608 For services performed in connection with the services agreement, the Partnership recognized personnel costs, excluding amounts related to share based compensation that are disclosed in Note 4 ("Share‑Based Compensation") , of $6.9 million , $5.7 million and $5.1 million , respectively, for the years ended December 31, 2016 , 2015 and 2014 . At December 31, 2016 and 2015 , payables of $3.5 million and $3.2 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. 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 $4.0 million , $3.9 million and $2.6 million , for the years ended December 31, 2016 , 2015 and 2014 , 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 both December 31, 2016 and 2015 , amounts due of $2.0 million 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 In the second quarter of 2016, the Partnership entered into agreements to lease a total of 115 UAN railcars from American Railcar Leasing, LLC ("ARL"), a company controlled by IEP. The lease agreements have a term of approximately seven years. The Partnership received the 115 UAN railcars during the second half of 2016. For the year ended December 31, 2016 , rent expense of approximately $0.3 million was recorded in cost of materials and other in the Consolidated Statement of Operations related to these agreements. Railcar Purchases and Maintenance In 2014, the Partnership purchased fifty new UAN railcars from American Railcar Industries, Inc. ("ARI"), a company controlled by IEP, for approximately $6.7 million and also purchased twelve used UAN railcars from ARL for approximately $1.1 million . Insight Portfolio Group Insight Portfolio Group LLC ("Insight Portfolio Group") is an entity formed by Mr. Carl C. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating with a wide range of suppliers of goods, services and tangible and intangible property at negotiated rates. In January 2013, CVR Energy acquired a minority equity interest in Insight Portfolio Group. 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. AEPC Facility On April 1, 2016, in connection with the closing of the East Dubuque Merger, the Partnership entered into a $320.0 million senior term loan facility (the "AEPC Facility") with American Entertainment Properties Corp., a Delaware corporation and an affiliate of the Partnership ("AEPC"), as the lender, which was to be used (i) by the Partnership to provide funds to CVR Nitrogen to make a change of control offer and, if applicable, a "clean-up" redemption in accordance with the indenture governing the 2021 Notes or (ii) by the Partnership or CVR Nitrogen to make a tender offer for the 2021 Notes and, in each case, pay fees and expenses related thereto. The AEPC Facility, if drawn, would have had a term of two years and an interest rate of 12% per annum. In connection with the repayment of the substantial majority of the 2021 Notes, the AEPC Facility was terminated. Commitment Letter Simultaneously with the execution of the Merger Agreement, CVR Partners entered into a commitment letter (the "Commitment Letter") with CRLLC, pursuant to which CRLLC had 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 have been available solely to fund the repayment of all of the loans outstanding under the Wells Fargo Credit Agreement, the cash consideration and expenses associated with the East Dubuque Merger. The term loan facility, if drawn, would have had a one -year term at an interest rate of three-month LIBOR plus 3.0% per annum. In connection with the Partnership's entry into the CRLLC Facility (defined and discussed below), the Commitment Letter was terminated. 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 became due prior to a refinancing by the Partnership, CRLLC would have been required to pay the indebtedness pursuant to this guaranty. The Partnership's obligation to repay CRLLC for the indebtedness would have been pursuant to a promissory note ("the Note"). The terms of the Note would have been 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. In connection with the Partnership's entry into the CRLLC Facility (defined and discussed below), the CRLLC Guaranty was terminated. CRLLC Facility On April 1, 2016, in connection with the closing of the East Dubuque Merger, the Partnership entered into a $300.0 million senior term loan credit facility (the "CRLLC Facility") with CRLLC, as the lender, the proceeds of which were used by the Partnership (i) to fund the repayment of amounts outstanding under the Wells Fargo Credit Agreement discussed in Note 3 ("East Dubuque Merger") (ii) to pay the cash consideration and to pay fees and expenses in connection with the East Dubuque Merger and related transactions and (iii) to repay all of the loans outstanding under the Credit Agreement discussed below. The CRLLC Facility had a term of two years and an interest rate of 12.0% per annum. Interest was calculated on the basis of the actual number of days elapsed over a 360 -day year and payable quarterly. In April 2016, the Partnership borrowed $300.0 million under the CRLLC Facility. On June 10, 2016, the Partnership paid off the $300.0 million outstanding under the CRLLC Facility, paid $7.0 million in interest, and terminated the CRLLC Facility. Parent Affiliate Units Subsequent to the East Dubuque Merger, the Partnership purchased 400,000 CVR Nitrogen common units from CVR Energy during the second quarter of 2016 for $5.0 million . See Note 3 ("East Dubuque Merger") for further discussion. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | (16) 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. There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2016 . 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 . 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 The only financial assets and liabilities that were measured at fair value on a recurring basis during the periods presented were the Partnership’s interest rate swap instruments. The Partnership had interest rate swaps that are measured at fair value on a recurring basis using Level 2 inputs. See further discussion in Note 11 (" Interest Rate Swap Agreements "). The fair values of these interest rate swap instruments were 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 year ended December 31, 2015. The fair value of the debt issuances is disclosed in Note 10 ("Debt") . |
Major Customers and Suppliers
Major Customers and Suppliers | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Major Customers and Suppliers | (17) Major Customers and Suppliers Sales of nitrogen fertilizer to major customers, as a percentage of total net sales, were as follows: December 31, 2016 2015 2014 Nitrogen Fertilizer Customer A 10 % 10 % 17 % Customer B 10 % 14 % 10 % 20 % 24 % 27 % The Partnership maintains contracts with CVR Energy and its affiliates. See Note 15 (" Related Party Transactions "). CRNF currently buys several key raw materials for the Coffeyville Facility 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. The East Dubuque operations depend on the availability of natural gas. The East Dubuque Facility has an agreement with Nicor, Inc., pursuant to which the facility accesses natural gas from the ANR Pipeline Company and Northern Natural Gas pipelines. Access to satisfactory supplies of natural gas through Nicor could be disrupted due to a number of causes, including volume limitations under the agreement, pipeline malfunctions, service interruptions, mechanical failures or other reasons. |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information (Unaudited) | (18) Selected Quarterly Financial Information (Unaudited): Summarized quarterly financial data for December 31, 2016 and 2015 : Year Ended December 31, 2016 Quarter First Second Third Fourth (in thousands, except per unit data) Net sales $ 73,092 $ 119,797 $ 78,474 $ 84,921 Operating costs and expenses: Cost of materials and other – Affiliates 821 536 529 758 Cost of materials and other – Third parties 15,560 35,513 19,282 20,794 16,381 36,049 19,811 21,552 Direct operating expenses (exclusive of depreciation and amortization) – Affiliates 852 1,249 1,106 1,017 Direct operating expenses (exclusive of depreciation and amortization) – Third parties 22,838 52,895 31,460 36,851 23,690 54,144 32,566 37,868 Depreciation and amortization 6,976 17,559 16,452 17,259 Cost of sales 47,047 107,752 68,829 76,679 Selling, general and administrative expenses – Affiliates 3,462 3,917 3,560 4,050 Selling, general and administrative expenses – Third parties 2,930 4,426 3,701 3,230 6,392 8,343 7,261 7,280 Total operating costs and expenses 53,439 116,095 76,090 83,959 Operating income (loss) 19,653 3,702 2,384 962 Other income (expense): Interest expense and other financing costs (1,635 ) (15,552 ) (15,633 ) (15,737 ) Interest income 2 2 — 2 Gain (loss) on extinguishment of debt — (5,116 ) — 254 Other income, net 23 34 26 20 Total other expense (1,610 ) (20,632 ) (15,607 ) (15,461 ) Income (loss) before income tax expense 18,043 (16,930 ) (13,223 ) (14,499 ) Income tax expense 1 76 207 45 Net income (loss) $ 18,042 $ (17,006 ) $ (13,430 ) $ (14,544 ) Net income (loss) per common unit – basic $ 0.25 $ (0.15 ) $ (0.12 ) $ (0.13 ) Net income (loss) per common unit – diluted $ 0.25 $ (0.15 ) $ (0.12 ) $ (0.13 ) Weighted-average common units outstanding: Basic 73,128 113,283 113,283 113,283 Diluted 73,128 113,283 113,283 113,283 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 materials and other – Affiliates 1,818 2,184 1,147 1,552 Cost of materials and other – 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 Depreciation and amortization 6,819 7,010 7,409 7,214 Cost of sales 57,002 47,580 55,089 40,026 Selling, general and administrative expenses – Affiliates 3,267 3,361 3,661 3,672 Selling, general and administrative expenses – Third parties 1,316 1,162 2,381 1,948 4,583 4,523 6,042 5,620 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 expense (1,679 ) (1,700 ) (1,663 ) (1,634 ) Income (loss) before income tax expense 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 Factors Impacting the Comparability of Quarterly Results of Operations On April 1, 2016, the Partnership completed the East Dubuque Merger, whereby the Partnership acquired the East Dubuque Facility. The consolidated financial statements include the results of the East Dubuque Facility beginning on April 1, 2016, the date of the closing of the acquisition. See Note 3 ("East Dubuque Merger") for further discussion. During the second quarter of 2016, the East Dubuque Facility completed a major scheduled turnaround and the ammonia and UAN units were down for approximately 28 days. Overall results were negatively impacted due to the lost production during the downtime that resulted in lost sales and certain reduced variable expenses included in cost of materials and other and direct operating expenses (exclusive of depreciation and amortization). Costs, exclusive of the impacts due to the lost production during the downtime, of approximately $6.6 million associated with the 2016 turnaround are included in direct operating expenses (exclusive of depreciation and amortization) in the Consolidated Statements of Operations for the quarter ended June 30, 2016. During the second quarter of 2016, the Partnership executed multiple financing transactions, including the issuance of issued $645.0 million aggregate principal of 9.250% 2023 Notes to refinance the substantial majority of its existing debt. As a result of the financing transactions, the Partnership recognized $5.1 million loss on extinguishment of debt for the quarter ended June 30, 2016. Also as a result of the financing transactions, the Partnership's interest expense increased during the quarter ended June 30, 2016 and subsequent quarters, as compared to the prior quarters. Further discussion regarding the Partnership's indebtedness can be found in Note 10 ("Debt") . During the third quarter of 2015, the Coffeyville 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 materials and other and direct operating expenses (exclusive of depreciation and amortization). Costs, exclusive of the impacts due to the lost production during the downtime, 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 quarter 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 materials and other and direct operating expenses (exclusive of depreciation and amortization) for the quarter ended September 30, 2015. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying Partnership consolidated financial statements, prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"), 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 | 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 | 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 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 | 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 20 to 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 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 | 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 line-of-credit arrangements are amortized using the straight-line method through the termination date of the facility. |
Planned Major Maintenance Costs | 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 Classifications Cost of materials and other consist primarily of freight and distribution expenses, feedstock expenses, purchased ammonia and purchased hydrogen. 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 4 (" Share‑Based Compensation "). Selling, general and administrative expenses consist primarily of direct and allocated legal expenses, treasury, accounting, marketing, human resources, information technology and maintaining the corporate offices. Selling, general and administrative expenses also include allocated share-based compensation from CVR Energy and its subsidiaries, as discussed in Note 4 (" Share‑Based Compensation "). |
Income Taxes | 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, a replacement tax in the State of Illinois and as discussed below. CVR Nitrogen Holdings, LLC, a corporate entity wholly owned by CVR Partners, generates income or loss based on its own activities. As a limited liability company electing tax treatment as a corporation, the entity is subject to federal and state income taxes. Under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic ("ASC") 740, Income Taxes , both the Partnership (for taxes based on income such as the Texas franchise tax and the Illinois replacement tax) and the corporate entity account for income taxes using the asset and 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 | 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 | 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 | 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 | 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 materials and other. |
Derivative Instruments and Fair Value of Financial Instruments | Derivative Instruments and Fair Value of Financial Instruments Prior to their expiration in February 2016, the Partnership had used 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 were designated as hedges for accounting purposes and accordingly, were recorded at fair value in the Consolidated Balance Sheets. The measurement of the cash flow hedge ineffectiveness was recognized in earnings, if applicable. The effective portion of the gain or loss on the swaps was reported in accumulated other comprehensive income (loss) ("AOCI"), in accordance with ASC 815, Derivatives and Hedging . See Note 11 ("Interest Rate Swap Agreements") for further discussion. From time to time, the Partnership enters into forward contracts with fixed delivery prices to purchase portions of its natural gas requirements. The Partnership elected to apply the normal purchase and normal sale exclusion to natural gas contracts that are entered into to be used in production within a reasonable time during the normal course of business. Accordingly, the fair value of these contracts are not recorded on the Consolidated Balance Sheets. 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 | 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. 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 | 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 | Use of Estimates The consolidated financial statements have been prepared in conformity with 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 | 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. The billing and allocation of such costs are governed by the services agreement entered into between CVR Energy, Inc., CVR Partners and CVR GP 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 15 ("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 | 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 | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, creating a new topic, FASB ASC Topic 606, "Revenue from Contracts with Customers" ("ASU 2014-09"), which supersedes revenue recognition requirements in FASB ASC Topic 605, “Revenue Recognition.” This ASU 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. In addition, an entity is required to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The standard was originally effective for interim and annual periods beginning after December 15, 2016 and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. On July 9, 2015, the FASB approved a one-year deferral of the effective date making the standard effective for interim and annual periods beginning after December 15, 2017. The FASB will continue to permit entities to adopt the standard on the original effective date if they choose. The Partnership has developed an implementation plan to adopt the new standard. As part of this plan, the Partnership is currently assessing the impact of the new guidance on its business processes, business and accounting systems, and consolidated financial statements and related disclosures, which involves review of existing revenue streams, evaluation of accounting policies and identification of the types of arrangements where differences may arise in the conversion to the new standard. The Partnership expects to complete the assessment phase of its implementation plan within the next several months, after which the Partnership will initiate the design and implementation phases of the plan, including implementing any changes to existing business processes and systems to accommodate the new standard, during 2017. The Partnership will adopt this standard as of January 1, 2018 using the modified retrospective application method. To date, the Partnership has not identified any material differences in its existing revenue recognition methods that would require modification under the new standard. In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"). The new standard required 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 was effective for interim and annual periods beginning after December 15, 2015 and was required to be applied on a retrospective basis. Early adoption was permitted. The Partnership adopted ASU 2015-03 as of January 1, 2016 and applied the standard retrospectively to the Consolidated Balance Sheet. Refer to Note 10 ("Debt") for further details. In February 2016, the FASB issued ASU 2016-02, " Leases" ("ASU 2016-02") . The new standard revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. The standard is effective for the first interim and annual periods beginning after December 15, 2018, with early adoption permitted. At adoption, ASU 2016-02 will be applied using the modified retrospective application method. The Partnership is currently evaluating the standard and the impact on its consolidated financial statements and footnote disclosures. In January 2017, the FASB issued ASU 2017-04, " Simplifying the Test for Goodwill Impairment " ("ASU2017-04"). The new standard simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill quantitative impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The standard is effective for interim and annual periods beginning after December 15, 2019 and early adoption is permitted. The Partnership will adopt this standard as of January 1, 2017. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 20 to 30 Machinery and equipment 5 to 30 Automotive equipment 5 Furniture and fixtures 3 to 7 Railcars 25 to 30 |
East Dubuque Merger (Tables)
East Dubuque Merger (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of business acquisition | A summary of the total purchase price is as follows: Purchase Price (in millions) Fair value of CVR Partners common units issued, as of the close of the East Dubuque Merger $ 335.7 Cash payment to CVR Nitrogen common unitholders and certain phantom unitholders 99.2 Fair value of consideration transferred 434.9 Fair value of noncontrolling interest for parent affiliate units (1) 4.6 Total purchase price consideration to be allocated $ 439.5 The fair value of the unit consideration was determined as follows: Fair Value of Unit Consideration (units in thousands) CVR Nitrogen common units outstanding, as of the close of the East Dubuque Merger 38,985 Less: Noncontrolling interest from parent affiliate units (1) 400 Net units subject to merger consideration 38,585 Unit consideration per CVR Nitrogen common unit 1.04 Number of CVR Partners common units issued for merger consideration 40,129 Number of CVR Partners common units issued for CVR Nitrogen phantom units issued to noncontinuing employees and CVR Nitrogen board members (2) 26 Total number of CVR Partners units issued 40,155 Fair value per CVR Partners common unit, as of the close of the East Dubuque Merger $ 8.36 Fair value of CVR Partners common units issued (in millions) $ 335.7 _____________ (1) See above for discussion of parent affiliate units. (2) As discussed above, each phantom unit granted and outstanding and held by (i) an employee who did not continue in the employment of a CVR Partners-affiliated entity, or (ii) a director of CVR Nitrogen GP, upon closing of the East Dubuque Merger, vested in full and the holders thereof received the merger consideration. |
Schedule of net tangible assets acquired | The following table, set forth below, displays the purchase price allocated to CVR Nitrogen's net tangible assets based on their fair values as of April 1, 2016. There were no identifiable intangible assets. Purchase Price Allocation (in millions) Cash $ 35.4 Accounts receivable 8.9 Inventories 49.1 Prepaid expenses and other current assets (1) 5.2 Property, plant and equipment 775.3 Other long-term assets 1.1 Deferred revenue (29.8 ) Other current liabilities (2) (37.0 ) Long-term debt (367.5 ) Other long-term liabilities (1.2 ) Total fair value of net assets acquired 439.5 Less: Cash acquired 35.4 Total consideration transferred, net of cash acquired $ 404.1 _____________ (1) Includes $4.0 million for the estimated fair value of insurance proceeds related to an event that occurred prior to the East Dubuque Merger. The Partnership received $4.0 million during the second quarter of 2016, which was included in operating activities on the Consolidated Statement of Cash Flows the year ended December 31, 2016. (2) Includes an assumed liability of $11.8 million for third-party financial advisory services provided to CVR Nitrogen that became payable upon the closing of the East Dubuque Merger, and was subsequently paid by CVR Partners on April 1, 2016, which was included in operating activities on the Consolidated Statement of Cash Flows for the year ended December 31, 2016. |
Summary pro forma financial information | Year Ended December 31, 2016 2015 (in thousands, except per unit data) Net sales $ 391,132 $ 490,538 Net income (loss) (14,619 ) 89,818 Net income (loss) per common unit, basic and diluted (0.13 ) 0.79 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 , 2015 and 2014 is presented below: Units Weighted- Average Grant Date Fair Value Aggregate Intrinsic Value (dollars in thousands) 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 Granted 680,718 6.20 Vested (292,536 ) 8.78 Forfeited (8,299 ) 8.72 Non-vested at December 31, 2016 771,786 $ 6.47 $ 4,638 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following: December 31, 2016 2015 (in thousands) Finished goods $ 15,860 $ 9,589 Raw materials and precious metals 8,818 9,055 Parts and supplies 33,489 18,885 Total inventories $ 58,167 $ 37,529 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of costs for property, plant, and equipment | roperty, plant, and equipment consisted of the following: December 31, 2016 2015 (in thousands) Land and improvements $ 12,995 $ 5,441 Buildings and improvements 14,881 3,049 Machinery and equipment 1,343,980 574,326 Automotive equipment 599 448 Furniture and fixtures 1,437 918 Railcars 16,261 16,315 Construction in progress 9,588 1,641 $ 1,399,741 $ 602,138 Less: Accumulated depreciation 269,620 209,005 Total property, plant, and equipment, net $ 1,130,121 $ 393,133 |
Partners' Capital and Partner33
Partners' Capital and Partnership Distributions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 , 2015 and 2014 for the respective quarters to which the distributions relate: December 31, March 31, 2016 (1) June 30, September 30, Total Cash ($ in millions, except per common unit amounts) Amount paid to CRLLC $ 10.5 $ 10.5 $ 6.6 $ — $ 27.6 Amounts paid to public unitholders 9.2 20.1 12.7 — 42.0 Total amount paid $ 19.7 $ 30.6 $ 19.3 $ — $ 69.6 Per common unit $ 0.27 $ 0.27 $ 0.17 $ — $ 0.71 Common units outstanding (in thousands) 73,128 113,283 113,283 113,283 December 31, March 31, June 30, September 30, Total Cash Distributions Paid in 2015 ($ 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 |
Accrued Expenses and Other Cu34
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 $ 1,742 $ 1,371 Current interest rate swap liabilities — 119 Accrued interest 2,683 458 Railcar maintenance accruals 2,502 209 Affiliates (1) 2,515 2,334 Other accrued expenses and liabilities 2,932 1,192 Total accrued expenses and other current liabilities $ 12,374 $ 5,683 _______________________________________ (1) Accrued expenses and other current liabilities include amounts owed by the Partnership to CVR Energy 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 15 ("Related Party Transactions") for additional discussion. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Long-term debt consisted of the following: As of December 31, 2016 As of (in thousands) 9.250% senior secured notes, due 2023 $ 645,000 $ — 6.50% notes, due 2021 2,240 — Credit Agreement term loan, due 2016 — 125,000 Total long-term debt, before unamortized discount and debt issuance costs 647,240 125,000 Less: Unamortized discount 15,220 — Unamortized debt issuance costs 8,913 227 Total long-term debt, net of current portion $ 623,107 $ 124,773 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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: Year Ending December 31, Operating Leases Unconditional Purchase Obligations (in thousands) 2017 $ 4,304 $ 25,982 2018 3,452 14,289 2019 2,836 11,419 2020 2,310 6,426 2021 2,130 4,643 Thereafter 2,605 32,436 $ 17,637 $ 95,195 |
Long-term Purchase Commitments | Commitments for natural gas purchases consist of the following: December 31, (in thousands, except weighted average rate) MMBtus under fixed-price contracts 1,539 Commitments to purchase natural gas (1) $ 5,324 Weighted average rate per MMBtu (1) $ 3.46 ____________ (1) Commitments and weighted average rate per MMBtu is based on the fixed rates applicable to each contract, exclusive of transportation costs. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Net amounts incurred under the services agreement for the years ended December 31, 2016 , 2015 and 2014 were as follows: Year Ended December 31, 2016 2015 2014 (in thousands) Direct operating expenses (exclusive of depreciation and amortization) $ 3,583 $ 3,500 $ 3,415 Selling, general and administrative expenses 11,761 10,735 11,193 Total $ 15,344 $ 14,235 $ 14,608 |
Fair Value of Financial Instr38
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following table sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, as of December 31, 2015 . 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 |
Major Customers and Suppliers (
Major Customers and Suppliers (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 Nitrogen Fertilizer Customer A 10 % 10 % 17 % Customer B 10 % 14 % 10 % 20 % 24 % 27 % |
Selected Quarterly Financial 40
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of quarterly financial data | Summarized quarterly financial data for December 31, 2016 and 2015 : Year Ended December 31, 2016 Quarter First Second Third Fourth (in thousands, except per unit data) Net sales $ 73,092 $ 119,797 $ 78,474 $ 84,921 Operating costs and expenses: Cost of materials and other – Affiliates 821 536 529 758 Cost of materials and other – Third parties 15,560 35,513 19,282 20,794 16,381 36,049 19,811 21,552 Direct operating expenses (exclusive of depreciation and amortization) – Affiliates 852 1,249 1,106 1,017 Direct operating expenses (exclusive of depreciation and amortization) – Third parties 22,838 52,895 31,460 36,851 23,690 54,144 32,566 37,868 Depreciation and amortization 6,976 17,559 16,452 17,259 Cost of sales 47,047 107,752 68,829 76,679 Selling, general and administrative expenses – Affiliates 3,462 3,917 3,560 4,050 Selling, general and administrative expenses – Third parties 2,930 4,426 3,701 3,230 6,392 8,343 7,261 7,280 Total operating costs and expenses 53,439 116,095 76,090 83,959 Operating income (loss) 19,653 3,702 2,384 962 Other income (expense): Interest expense and other financing costs (1,635 ) (15,552 ) (15,633 ) (15,737 ) Interest income 2 2 — 2 Gain (loss) on extinguishment of debt — (5,116 ) — 254 Other income, net 23 34 26 20 Total other expense (1,610 ) (20,632 ) (15,607 ) (15,461 ) Income (loss) before income tax expense 18,043 (16,930 ) (13,223 ) (14,499 ) Income tax expense 1 76 207 45 Net income (loss) $ 18,042 $ (17,006 ) $ (13,430 ) $ (14,544 ) Net income (loss) per common unit – basic $ 0.25 $ (0.15 ) $ (0.12 ) $ (0.13 ) Net income (loss) per common unit – diluted $ 0.25 $ (0.15 ) $ (0.12 ) $ (0.13 ) Weighted-average common units outstanding: Basic 73,128 113,283 113,283 113,283 Diluted 73,128 113,283 113,283 113,283 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 materials and other – Affiliates 1,818 2,184 1,147 1,552 Cost of materials and other – 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 Depreciation and amortization 6,819 7,010 7,409 7,214 Cost of sales 57,002 47,580 55,089 40,026 Selling, general and administrative expenses – Affiliates 3,267 3,361 3,661 3,672 Selling, general and administrative expenses – Third parties 1,316 1,162 2,381 1,948 4,583 4,523 6,042 5,620 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 expense (1,679 ) (1,700 ) (1,663 ) (1,634 ) Income (loss) before income tax expense 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 |
Organization and Nature of Bu41
Organization and Nature of Business (Details) - manufacturing_facility | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Formation of the Partnership, Organization and Nature of Business | |||
Number of Manufacturing Facilities | 2 | 2 | |
Percentage of limited partner interest held by the public | 47.00% | ||
Public Security Holders | |||
Formation of the Partnership, Organization and Nature of Business | |||
General partner interest (as a percent) | 34.00% | ||
CRLLC | |||
Formation of the Partnership, Organization and Nature of Business | |||
Limited partner interest (as a percent) | 66.00% | ||
General partner interest (as a percent) | 100.00% | ||
CVR Energy, Inc | Offeror | |||
Formation of the Partnership, Organization and Nature of Business | |||
Aggregate ownership percentage | 82.00% | 82.00% | 82.00% |
CRLLC | |||
Formation of the Partnership, Organization and Nature of Business | |||
Limited partner interest (as a percent) | 34.00% | 53.00% | |
General partner interest (as a percent) | 100.00% |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Details 1) $ in Millions | 12 Months Ended | |
Dec. 31, 2016USD ($)customer | Dec. 31, 2015USD ($)customer | |
Accounts Receivable, net | ||
Outstanding checks included in current accounts payable | $ 5.8 | $ 1.9 |
Inventory, Net [Abstract] | ||
Inventory depreciation | $ 4.1 | $ 1.8 |
Accounts Receivable | Customer concentration | ||
Accounts Receivable, net | ||
Number of customers | customer | 1 | 1 |
Percentage of concentration risk | 9.00% | 14.00% |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
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 |
Automotive equipment | |
Property, Plant, and Equipment | |
Useful life (in years) | 5 years |
Minimum | Buildings | |
Property, Plant, and Equipment | |
Useful life (in years) | 20 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 | Buildings | |
Property, Plant, and Equipment | |
Useful life (in years) | 30 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 Accoun44
Summary of Significant Accounting Policies (Details 3) $ in Millions | 12 Months Ended | |
Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | |
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 | |
East Dubuque Nitrogen Fertilizers, LLC | Direct Operating Expenses Exclusive of Depreciation and Amortization | ||
Planned Major Maintenance Costs | ||
Turnaround costs | $ 6.6 | |
Coffeyville Resources Nitrogen Fertilizers LLC | Direct Operating Expenses Exclusive of Depreciation and Amortization | ||
Planned Major Maintenance Costs | ||
Turnaround costs | $ 7 |
East Dubuque Merger - Additiona
East Dubuque Merger - Additional Information (Details) - USD ($) | Apr. 01, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 14, 2016 |
Business Acquisition [Line Items] | ||||||||||||||
Net sales | $ 84,921,000 | $ 78,474,000 | $ 119,797,000 | $ 73,092,000 | $ 66,004,000 | $ 49,325,000 | $ 80,815,000 | $ 93,050,000 | $ 356,284,000 | $ 289,194,000 | $ 298,665,000 | |||
Operating loss | $ (962,000) | $ (2,384,000) | (3,702,000) | $ (19,653,000) | $ (20,358,000) | $ 11,806,000 | $ (28,712,000) | $ (31,465,000) | (26,701,000) | (68,729,000) | $ (82,803,000) | |||
Contribution from affiliates | $ 500,000 | 507,000 | ||||||||||||
Purchase of noncontrolling interest | (5,000,000) | |||||||||||||
Senior Notes | 6.50% notes, due 2021 | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Debt instrument face amount | $ 320,000,000 | |||||||||||||
Debt instrument, percentage rate | 6.50% | |||||||||||||
Line of Credit | Wells Fargo Credit Agreement | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment of revolving debt | $ 49,400,000 | |||||||||||||
Term Loan | Line of Credit | Wells Fargo Credit Agreement | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Borrowing capacity | 50,000,000 | |||||||||||||
Letter of Credit | Line of Credit | Wells Fargo Credit Agreement | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Borrowing capacity | $ 10,000,000 | |||||||||||||
CVR Nitrogen | CVR Energy, Inc | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Units purchased (in units) | 400,000 | 400,000 | ||||||||||||
Limited partner interest (as a percent) | 1.00% | 1.00% | ||||||||||||
Purchase of noncontrolling interest | $ (5,000,000) | |||||||||||||
Common Units | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase of noncontrolling interest | 71,000 | |||||||||||||
East Dubuque Merger | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
CVR Partners common units eligible per CVR Nitrogen common unit (in units) | 1.04 | |||||||||||||
Expected issuance of common units (in units) | 40,155,000 | |||||||||||||
Cash payment to CVR Nitrogen common unitholders and certain phantom unitholders | $ 99,229,000 | |||||||||||||
Fair value of consideration transferred | 802,400,000 | |||||||||||||
Fair value of common units issued in a business combination | 335,700,000 | |||||||||||||
Value of liabilities assumed | 367,500,000 | |||||||||||||
Net sales | 128,000,000 | |||||||||||||
Operating loss | 1,200,000 | |||||||||||||
Fair value of noncontrolling interest for parent affiliate units | $ 4,600,000 | |||||||||||||
Merger related costs excluded from pro forma net income | 3,800,000 | 6,000,000 | ||||||||||||
East Dubuque Merger | Selling, General and Administrative Expenses (Exclusive of Depreciation and Amortization) | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Merger related expenses | 3,100,000 | $ 2,300,000 | ||||||||||||
East Dubuque Merger | Fair Value Adjustment to Inventory and Deferred Revenue | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Nonrecurring expenses excluded from pro forma net income (loss) related to fair value adjustment | $ 13,000,000 | |||||||||||||
East Dubuque Merger | CVR Nitrogen | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
CVR Partners common units eligible per CVR Nitrogen common unit (in units) | 1.04 | |||||||||||||
Unit price (in dollars per unit) | $ 2.57 | |||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | CVR Nitrogen | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Ownership interest sold | 100.00% |
East Dubuque Merger - Schedule
East Dubuque Merger - Schedule of Total Purchase Price (Details) - East Dubuque Merger $ in Thousands | Apr. 01, 2016USD ($) |
Business Acquisition [Line Items] | |
Fair value of CVR Partners common units issued, as of the close of the East Dubuque Merger | $ 335,700 |
Cash payment to CVR Nitrogen common unitholders and certain phantom unitholders | 99,229 |
Fair value of consideration transferred | 434,900 |
Fair value of noncontrolling interest for parent affiliate units | 4,600 |
Total purchase price consideration to be allocated | $ 439,500 |
East Dubuque Merger - Schedul47
East Dubuque Merger - Schedule of Unit Consideration Fair Value (Details) - East Dubuque Merger $ / shares in Units, $ in Millions | Apr. 01, 2016USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
CVR Nitrogen common units outstanding, as of the close of the East Dubuque Merger (in units) | 38,985,000 |
Less: Noncontrolling interest from parent affiliate units (in units) | 400,000 |
Net units subject to merger consideration (in units) | 38,585,000 |
Unit consideration per CVR Nitrogen common unit (in units) | 1.04 |
Number of CVR Partners common units issued for merger consideration (in units) | 40,129,000 |
Number of CVR Partners common units issued for CVR Nitrogen phantom units issued to non-continuing employees and CVR Nitrogen board members (in units) | 26,000 |
Total number of CVR Partners units issued (in units) | 40,155,000 |
Fair value per CVR Partners common unit, as of the close of the merger (in dollars per unit) | $ / shares | $ 8.36 |
Fair value of common units issued in a business combination | $ | $ 335.7 |
East Dubuque Merger - Prelimina
East Dubuque Merger - Preliminary Purchase Price Allocation (Details) - East Dubuque Merger - USD ($) | 3 Months Ended | |
Jun. 30, 2016 | Apr. 01, 2016 | |
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 0 | |
Cash | 35,400,000 | |
Accounts receivable | 8,900,000 | |
Inventories | 49,100,000 | |
Prepaid expenses and other current assets | 5,200,000 | |
Property, plant and equipment | 775,300,000 | |
Other long-term assets | 1,100,000 | |
Deferred revenue | (29,800,000) | |
Other current liabilities | (37,000,000) | |
Long-term debt | (367,500,000) | |
Other long-term liabilities | (1,200,000) | |
Total fair value of net assets acquired | 439,500,000 | |
Total consideration transferred, net of cash acquired | 404,100,000 | |
Fair value of insurance proceeds | 4,000,000 | |
Proceeds from life insurance policies | $ 4,000,000 | |
Advisory services payable | $ 11,800,000 |
East Dubuque Merger - Summary P
East Dubuque Merger - Summary Pro Forma Financial Information (Details) - East Dubuque Merger - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Net sales | $ 391,132 | $ 490,538 |
Net income (loss) | $ (14,619) | $ 89,818 |
Net income (loss) per common unit, basic (in dollars per unit) | $ (0.13) | $ 0.79 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of allocation of share-based compensation expense | 100.00% | ||
CVR Energy, Inc | Incentive Unit Award | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Compensation expense | $ 0.4 | $ 0.9 | $ 0.5 |
Share-based liabilities paid | 0.5 | 0.6 | 0.3 |
Liability for unvested awards related to employees | $ 0.4 | 0.5 | |
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 | 1 | ||
Unrecognized compensation cost | $ 1.6 | ||
CVR Energy, Inc | CVR Energy LTIP | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 0 | 0.1 | 0.2 |
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% | ||
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 | ||
Share-based liabilities paid | $ 0.3 | $ 0.8 | |
Chief Executive Officer | CVR Energy, Inc | 2015 Performance Unit Award Agreement | Performance shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based liabilities paid | $ 0.5 | ||
Chief Executive Officer | CVR Energy, Inc | 2016 Performance Unit Award Agreement | Performance shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average period for amortization of unrecognized compensation cost | 1 year | ||
Unrecognized compensation cost | $ 0.5 |
Share-Based Compensation (Det51
Share-Based Compensation (Details 2) - CVR Partners LTIP - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
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 | $ 3.9 | |||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 8 months | |||
Compensation expense | $ 1.8 | $ 1.3 | $ 0.3 | |
Granted (in units) | 680,718 | 245,199 | 198,141 | |
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 | $ 1 | $ 0.7 | ||
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 | $ 2.1 | $ 0.8 | $ 0.4 | |
East Dubuque Merger | Phantom stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Liability for unvested awards related to employees | $ 0.6 | |||
Granted (in units) | 195,980 | |||
Number of shares subject to accelerated vesting | 79,654 | |||
Accelerated vesting cost | $ 0.4 |
Share-Based Compensation (Det52
Share-Based Compensation (Details 3) - CVR Partners LTIP - Phantom Unit and Common Unit - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Units | ||||
Non-vested at the beginning of the period (in units) | 391,903 | 243,946 | 171,119 | |
Granted (in units) | 680,718 | 245,199 | 198,141 | |
Vested (in units) | (292,536) | (94,854) | (48,310) | |
Forfeited (in units) | (8,299) | (2,388) | (77,004) | |
Non-vested at the end of the period (in units) | 771,786 | 391,903 | 243,946 | |
Weighted- Average Grant Date Fair Value | ||||
Non-vested at the beginning of the period (in dollars per unit) | $ 8.71 | $ 11.07 | $ 21.34 | |
Granted (in dollars per unit) | 6.20 | 7.87 | 9.44 | |
Vested (in dollars per unit) | 8.78 | 12.55 | 20.95 | |
Forfeited (in dollars per unit) | 8.72 | 10.99 | 23.49 | |
Non-vested at the end of the period (in dollars per unit) | $ 6.47 | $ 8.71 | $ 11.07 | |
Aggregate Intrinsic Value | $ 4,638 | $ 3,139 | $ 2,376 | $ 2,817 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 15,860 | $ 9,589 |
Raw materials and precious metals | 8,818 | 9,055 |
Parts and supplies | 33,489 | 18,885 |
Inventories | $ 58,167 | $ 37,529 |
Property, Plant, and Equipmen54
Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant, and Equipment | |||
Gross property, plant and equipment | $ 1,399,741 | $ 602,138 | |
Less: Accumulated depreciation | 269,620 | 209,005 | |
Total net, property, plant, and equipment | 1,130,121 | 393,133 | |
Capitalized interest | 500 | 9 | $ 100 |
Land and improvements | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 12,995 | 5,441 | |
Buildings and improvements | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 14,881 | 3,049 | |
Machinery and equipment | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 1,343,980 | 574,326 | |
Automotive equipment | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 599 | 448 | |
Furniture and fixtures | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 1,437 | 918 | |
Railcars | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | 16,261 | 16,315 | |
Construction in progress | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | $ 9,588 | $ 1,641 |
Partners' Capital and Partner55
Partners' Capital and Partnership Distributions (Details) | 9 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2016partnership_interestshares | Dec. 31, 2016partnership_interestshares | Dec. 31, 2015shares | Sep. 30, 2016shares | Jun. 30, 2016shares | Mar. 31, 2016shares | Sep. 30, 2015shares | Jun. 30, 2015shares | Mar. 31, 2015shares | Dec. 31, 2014shares | Sep. 30, 2014shares | Jun. 30, 2014shares | Mar. 31, 2014shares | Dec. 31, 2013shares | |
Related Party Transaction [Line Items] | ||||||||||||||
Number of types of partnership interests outstanding | partnership_interest | 2 | 2 | ||||||||||||
Common units issued (in units) | 113,282,973 | 113,282,973 | 73,128,269 | |||||||||||
Common units outstanding (in units) | 113,282,973 | 113,282,973 | 73,128,269 | 113,283,000 | 113,283,000 | 113,283,000 | 73,123,000 | 73,123,000 | 73,123,000 | 73,123,000 | 73,117,000 | 73,114,000 | 73,113,000 | 73,113,000 |
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 | 38,920,000 | ||||||||||||
General partner interest (as a percent) | 100.00% | |||||||||||||
Percentage of common units owned by CRLLC | 34.00% | 53.00% |
Partners' Capital and Partner56
Partners' Capital and Partnership Distributions (Details 2) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | 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, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Capital Unit [Line Items] | |||||||||||||||
Total amount paid | $ 0 | $ 19.3 | $ 30.6 | $ 19.7 | $ 0 | $ 28.5 | $ 32.9 | $ 30 | $ 19.7 | $ 24.1 | $ 27.8 | $ 31.4 | |||
Per common unit (in dollars per share) | $ 0 | $ 0.17 | $ 0.27 | $ 0.27 | $ 0 | $ 0.39 | $ 0.45 | $ 0.41 | $ 0.27 | $ 0.33 | $ 0.38 | $ 0.43 | |||
Common units outstanding (in thousands) (in units) | 113,283,000 | 113,283,000 | 113,283,000 | 73,128,269 | 73,123,000 | 73,123,000 | 73,123,000 | 73,123,000 | 73,117,000 | 73,114,000 | 73,113,000 | 73,113,000 | 113,282,973 | 73,128,269 | 73,123,000 |
Total amount of cash distributions paid | $ 69.6 | $ 91.4 | $ 103.1 | ||||||||||||
Per common unit of (in dollars per share) | $ 0.71 | $ 1.25 | $ 1.41 | ||||||||||||
Affiliates | |||||||||||||||
Capital Unit [Line Items] | |||||||||||||||
Total amount paid | $ 0 | $ 6.6 | $ 10.5 | $ 10.5 | $ 0 | $ 15.2 | $ 17.5 | $ 16 | $ 10.5 | $ 12.8 | $ 14.8 | $ 16.7 | |||
Total amount of cash distributions paid | $ 27.6 | $ 48.7 | $ 54.9 | ||||||||||||
Public unitholders | |||||||||||||||
Capital Unit [Line Items] | |||||||||||||||
Total amount paid | $ 0 | $ 12.7 | $ 20.1 | $ 9.2 | $ 0 | $ 13.3 | $ 15.4 | $ 14 | $ 9.2 | $ 11.3 | $ 13 | $ 14.7 | |||
Total amount of cash distributions paid | $ 42 | $ 42.7 | $ 48.2 |
Goodwill (Details)
Goodwill (Details) | Sep. 30, 2016 |
Coffeyville Resources Nitrogen Fertilizers LLC | |
Goodwill [Line Items] | |
Percentage of fair value in excess of carrying amount | 17.00% |
Accrued Expenses and Other Cu58
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Expenses and Other Current Liabilities | ||
Property taxes | $ 1,742 | $ 1,371 |
Current interest rate swap liabilities | 0 | 119 |
Accrued interest | 2,683 | 458 |
Railcar maintenance accruals | 2,502 | 209 |
Affiliates | 2,515 | 2,334 |
Other accrued expenses and liabilities | 2,932 | 1,192 |
Accrued expenses and other current liabilities | $ 12,374 | $ 5,683 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 10, 2016 | Apr. 01, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||
Total long-term debt, before unamortized discount and debt issuance costs | $ 647,240 | $ 125,000 | |||
Unamortized discount | 15,220 | 0 | |||
Unamortized debt issuance costs | 8,913 | 227 | |||
Total long-term debt, net of current portion | 623,107 | 124,773 | |||
Senior Notes | 9.250% senior secured notes, due 2023 | |||||
Debt Instrument [Line Items] | |||||
Total long-term debt, before unamortized discount and debt issuance costs | $ 645,000 | 0 | |||
Unamortized discount | $ 16,100 | ||||
Debt instrument, percentage rate | 9.25% | 9.25% | 9.25% | ||
Senior Notes | 6.50% notes, due 2021 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, percentage rate | 6.50% | ||||
Notes Payable | 6.50% notes, due 2021 | |||||
Debt Instrument [Line Items] | |||||
Total long-term debt, before unamortized discount and debt issuance costs | $ 2,240 | 0 | |||
Debt instrument, percentage rate | 6.50% | 6.50% | |||
Term Loan | Credit Agreement term loan, due 2016 | |||||
Debt Instrument [Line Items] | |||||
Total long-term debt, before unamortized discount and debt issuance costs | $ 0 | $ 125,000 |
Debt - Debt Issuance Costs (Det
Debt - Debt Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ 8,913 | $ 227 | |
Amortization of deferred financing costs and original issue discount | 1,746 | 964 | $ 964 |
Interest Expense and Other Financing Costs | |||
Debt Instrument [Line Items] | |||
Amortization of deferred financing costs and original issue discount | $ 1,700 | $ 1,000 | $ 1,000 |
Debt - 2023 Notes (Details)
Debt - 2023 Notes (Details) - USD ($) | Jun. 10, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 |
Debt Instrument [Line Items] | |||||
Discount | $ 15,220,000 | $ 0 | |||
Proceeds on issuance of 2023 Notes, net of original issue discount | 628,869,000 | 0 | $ 0 | ||
Interest payable | $ 2,683,000 | $ 458,000 | |||
Senior Notes | 2023 Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face amount | $ 645,000,000 | $ 645,000,000 | |||
Debt instrument, percentage rate | 9.25% | 9.25% | 9.25% | ||
Discount | $ 16,100,000 | ||||
Proceeds on issuance of 2023 Notes, net of original issue discount | 622,900,000 | ||||
Unamortized debt issuance costs | $ 9,400,000 | ||||
Interest payable | $ 2,700,000 | ||||
Senior Notes | 2023 Notes | Level 2 | |||||
Debt Instrument [Line Items] | |||||
Fair value of debt | $ 664,400,000 |
Debt - 2021 Notes (Details)
Debt - 2021 Notes (Details) - USD ($) | Jun. 28, 2016 | Jun. 10, 2016 | Apr. 29, 2016 | Nov. 30, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 01, 2016 |
Debt Instrument [Line Items] | ||||||||||||
Loss on extinguishment of debt | $ (254,000) | $ 0 | $ 5,116,000 | $ 0 | $ 4,862,000 | $ 0 | $ 0 | |||||
Debt instrument, carrying amount | $ 647,240,000 | $ 647,240,000 | 125,000,000 | |||||||||
Notes Payable | 6.50% notes, due 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument face amount | $ 320,000,000 | |||||||||||
Debt instrument, percentage rate | 6.50% | 6.50% | 6.50% | |||||||||
Repurchased face amount | $ 560,000 | $ 315,245,000 | ||||||||||
Percentage of principal amount repurchased | 98.50% | |||||||||||
Repurchased face amount per $1,000 principal amount | 1,010 | $ 1,015 | ||||||||||
Debt repurchase amount | 320,000,000 | $ 1,900,000 | ||||||||||
Tender Offer premium | 4,700,000 | $ 4,700,000 | ||||||||||
Interest paid | $ 3,100,000 | |||||||||||
Loss on extinguishment of debt | $ (200,000) | 5,100,000 | ||||||||||
Write off of unamortized purchase accounting adjustment | 400,000 | |||||||||||
Percentage of principal amount redeemed | 101.00% | |||||||||||
Repayments of debt | $ 600,000 | |||||||||||
Debt instrument, carrying amount | $ 2,240,000 | $ 2,240,000 | $ 0 |
Debt - ABL Credit Facility (Det
Debt - ABL Credit Facility (Details) - ABL Credit Facility - Line of Credit - USD ($) | Sep. 30, 2016 | Dec. 31, 2016 |
Revolving credit facility | ||
Line of Credit Facility [Line Items] | ||
Debt instrument face amount | $ 50,000,000 | |
Available increase in borrowing limit | $ 25,000,000 | |
Sub-limit as a percent of total facility | 10.00% | |
Unamortized debt issuance costs | $ 1,200,000 | |
Available borrowing capacity | $ 49,300,000 | |
Amount outstanding under facility | $ 0 | |
Swingline loan | ||
Line of Credit Facility [Line Items] | ||
Debt instrument face amount | 5,000,000 | |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Debt instrument face amount | $ 10,000,000 | |
LIBOR | Revolving credit facility | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate (as a percent) | 2.00% | |
Base Rate | Revolving credit facility | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate (as a percent) | 1.00% | |
Step-down percentage based on the previous quarter's excess availability | 0.50% |
Debt - CRLLC Facility (Details)
Debt - CRLLC Facility (Details) - USD ($) | Jun. 10, 2016 | Apr. 01, 2016 | Apr. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||||
Debt instrument, carrying amount | $ 300,000,000 | $ 0 | $ 0 | |||
CRLLC | Senior Notes | CRLLC Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 300,000,000 | |||||
Loan term | 2 years | |||||
Debt instrument, percentage rate | 12.00% | |||||
Interest calculation period | 360 days | |||||
Debt instrument, carrying amount | $ 300,000,000 | |||||
Repurchased face amount | $ 300,000,000 | |||||
Interest paid | $ 7,000,000 |
Debt - Credit Agreement (Detail
Debt - Credit Agreement (Details) - Line of Credit - CRNF Credit Facility - USD ($) | Apr. 01, 2016 | Apr. 13, 2011 | Dec. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||||
Period of trailing quarters used in calculating leverage ratio | 12 months | |||
Eurodollar | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 3.50% | |||
Eurodollar | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 3.50% | |||
Eurodollar | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 4.25% | |||
Base Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 2.50% | |||
Base Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 3.25% | |||
Prime | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 2.50% | |||
Term Loan | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument face amount | $ 125,000,000 | |||
Interest paid | $ 300,000 | |||
Effective rate (as a percent) | 4.60% | |||
Revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity | 25,000,000 | |||
Uncommitted incremental facility | $ 50,000,000 | |||
Amount outstanding under revolving credit facility | $ 0 |
Interest Rate Swap Agreements (
Interest Rate Swap Agreements (Details) - CRNF | 12 Months Ended | ||
Dec. 31, 2016USD ($)agreement | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
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 | $ (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 | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CVR Energy 401(K) Plan | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
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 during the year | $ 1.2 | $ 0.9 | $ 0.7 | |
Rentech Nitrogen GP, LLC Union 401(k) Plan [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Matching contributions made during the year | $ 0.1 |
Commitments and Contingencies68
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Operating Leases | |
2,017 | $ 4,304 |
2,018 | 3,452 |
2,019 | 2,836 |
2,020 | 2,310 |
2,021 | 2,130 |
Thereafter | 2,605 |
Operating leases | 17,637 |
Unconditional Purchase Obligations | |
2,017 | 25,982 |
2,018 | 14,289 |
2,019 | 11,419 |
2,020 | 6,426 |
2,021 | 4,643 |
Thereafter | 32,436 |
Unconditional purchase obligations | $ 95,195 |
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 Contingencies69
Commitments and Contingencies (Details 2) MMBTU in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016railcar | Dec. 31, 2016USD ($)MMBTU | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Long-term commitments | ||||
Number of railcars leased | railcar | 115 | |||
Commitments to purchase natural gas | $ 5,324,000 | |||
Weighted average rate per MMBtu | 3.46 | |||
HollyFrontier Corporation | ||||
Long-term commitments | ||||
Expenses related to agreement | 4,900,000 | $ 4,800,000 | $ 4,300,000 | |
CRNF | ||||
Long-term commitments | ||||
Rent expense minimum rentals | 4,900,000 | 4,600,000 | 4,600,000 | |
CRNF | Linde, Inc. | ||||
Long-term commitments | ||||
Expenses related to agreement | 3,900,000 | $ 3,400,000 | $ 4,000,000 | |
Jo-Carroll Energy, Inc | ||||
Long-term commitments | ||||
Expenses related to agreement | $ 6,800,000 | |||
Fixed Price | ||||
Long-term commitments | ||||
MMBtus under fixed-price contracts | MMBTU | 1,539 |
Commitments and Contingencies70
Commitments and Contingencies (Details 3) $ in Millions | Feb. 25, 2013USD ($) | Dec. 31, 2007 | Dec. 31, 2016USD ($)fertilizer_facility | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2011USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2009USD ($) | Dec. 31, 2008USD ($) | Oct. 06, 2015subsidiary | Aug. 29, 2015subsidiary |
Commitments and Contingencies | ||||||||||||
Real estate tax expense | $ 1.4 | $ 1.3 | $ 1.3 | |||||||||
Number of fertilizer facilities | fertilizer_facility | 2 | |||||||||||
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 | |||||||||||
Mustard Lawsuit | ||||||||||||
Commitments and Contingencies | ||||||||||||
Number of subsidiaries subject to lawsuit | subsidiary | 2 | |||||||||||
Sloan Lawsuit | ||||||||||||
Commitments and Contingencies | ||||||||||||
Number of subsidiaries subject to lawsuit | subsidiary | 2 |
Related Party Transactions (Det
Related Party Transactions (Details 2) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Apr. 30, 2011 | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)affiliate | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||
Revenue from related party | $ 84,921,000 | $ 78,474,000 | $ 119,797,000 | $ 73,092,000 | $ 66,004,000 | $ 49,325,000 | $ 80,815,000 | $ 93,050,000 | $ 356,284,000 | $ 289,194,000 | $ 298,665,000 | |
Number of parties | affiliate | 2 | |||||||||||
Cost of materials and other | 21,552,000 | $ 19,811,000 | $ 36,049,000 | $ 16,381,000 | 9,495,000 | $ 14,501,000 | $ 15,424,000 | $ 25,769,000 | $ 93,793,000 | 65,189,000 | 71,952,000 | |
Liability included in accounts payable | 2,402,000 | 1,940,000 | 2,402,000 | 1,940,000 | ||||||||
Receivables | 750,000 | 883,000 | 750,000 | 883,000 | ||||||||
Asset included in other non-current assets | 598,000 | 777,000 | $ 598,000 | 777,000 | ||||||||
Tail gas | CRNF | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Initial term of agreement | 20 years | |||||||||||
Renewal period of agreement | 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 | $ 100,000 | 200,000 | ||||||||||
Feedstock and Shared Services Agreement | Hydrogen | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Cost of materials and other | 200,000 | 0 | 0 | |||||||||
Feedstock and Shared Services Agreement | Hydrogen | CRNF | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Revenue from related party | 3,200,000 | 11,800,000 | 10,100,000 | |||||||||
Feedstock and Shared Services Agreement | Hydrogen | Accounts Payable | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Liability included in accounts payable | 100,000 | 100,000 | ||||||||||
Feedstock and Shared Services Agreement | Hydrogen | Prepaid Expenses and Other Current Assets | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Receivables | 500,000 | 500,000 | ||||||||||
Feedstock and Shared Services Agreement | Nitrogen | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction amount incurred | 0 | 0 | $ 1,000,000 | |||||||||
Feedstock and Shared Services Agreement | Oxygen | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction amount incurred | 300,000 | |||||||||||
Feedstock and Shared Services Agreement | Tail gas | CRNF | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Receivables | 200,000 | 200,000 | 200,000 | 200,000 | ||||||||
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 | 600,000 | 800,000 | 600,000 | 800,000 | ||||||||
Feedstock and Shared Services Agreement | Products and Services Excluding Hydrogen and Tail Gas | CRRM | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Liability included in accounts payable | 900,000 | 700,000 | 900,000 | 700,000 | ||||||||
Receivables | $ 300,000 | $ 200,000 | $ 300,000 | $ 200,000 |
Related Party Transactions (D72
Related Party Transactions (Details 3) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)T$ / T | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Related Party Transaction [Line Items] | |||||||||||
Cost of materials and other | $ | $ 21,552 | $ 19,811 | $ 36,049 | $ 16,381 | $ 9,495 | $ 14,501 | $ 15,424 | $ 25,769 | $ 93,793 | $ 65,189 | $ 71,952 |
Liability included in accounts payable | $ | 2,402 | 1,940 | 2,402 | 1,940 | |||||||
Petroleum coke | Coke Supply Agreement | CRRM | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cost of materials and other | $ | 2,100 | 6,600 | $ 9,200 | ||||||||
Liability included in accounts payable | $ | $ 100 | $ 300 | $ 100 | $ 300 | |||||||
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 | 20 years | ||||||||||
Renewal period of agreement | 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 (D73
Related Party Transactions (Details 4) - CRRM $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)renewal | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Office and Laboratory Space Lease Agreement | |||
Related Party Transaction [Line Items] | |||
Rent expense | $ | $ 0.1 | $ 0.1 | $ 0.1 |
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 | 20 years |
Related Party Transactions (D74
Related Party Transactions (Details 5) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Liability included in accounts payable and accrued expenses | $ 2,402 | $ 1,940 | |
Receivables | 750 | 883 | |
Services Agreement | CVR Energy, Inc | |||
Related Party Transaction [Line Items] | |||
Personnel costs | 6,900 | 5,700 | $ 5,100 |
Liability included in accounts payable and accrued expenses | $ 3,500 | $ 3,200 | |
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 (D75
Related Party Transactions (Details 6) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||||||||
Direct operating expenses (exclusive of depreciation and amortization) | $ 37,868 | $ 32,566 | $ 54,144 | $ 23,690 | $ 23,317 | $ 33,179 | $ 25,146 | $ 24,414 | $ 148,268 | $ 106,056 | $ 98,958 |
Selling, general and administrative expenses | $ 7,280 | $ 7,261 | $ 8,343 | $ 6,392 | $ 5,620 | $ 6,042 | $ 4,523 | $ 4,583 | 29,276 | 20,768 | 17,703 |
CVR Energy, Inc | Services Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Direct operating expenses (exclusive of depreciation and amortization) | 3,583 | 3,500 | 3,415 | ||||||||
Selling, general and administrative expenses | 11,761 | 10,735 | 11,193 | ||||||||
Total | $ 15,344 | $ 14,235 | $ 14,608 |
Related Party Transactions (D76
Related Party Transactions (Details 7) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Payables included in personnel accruals | $ 1,968 | $ 1,974 | |
GP Services Agreement | CVR GP LLC | CVR Energy, Inc | |||
Related Party Transaction [Line Items] | |||
Notice period for exclusion of service from agreement | 180 days | ||
GP Services Agreement | Minimum | CVR GP LLC | CVR Energy, Inc | |||
Related Party Transaction [Line Items] | |||
Notice period for termination of agreement | 180 days | ||
GP Services Agreement | Maximum | CVR GP LLC | CVR Energy, Inc | |||
Related Party Transaction [Line Items] | |||
Notice period for termination of agreement | 1 year | ||
Limited Partnership Agreement | |||
Related Party Transaction [Line Items] | |||
Personnel costs | $ 4,000 | 3,900 | $ 2,600 |
Payables included in personnel accruals | $ 2,000 | $ 200 |
Related Party Transactions (D77
Related Party Transactions (Details 8) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2016railcar | Jun. 30, 2016railcar | Dec. 31, 2016railcar | Dec. 31, 2016USD ($) | Dec. 31, 2014USD ($)railcar | |
Related Party Transaction [Line Items] | |||||
Number of railcars leased | 115 | ||||
American Railcar Leasing, LLC | |||||
Related Party Transaction [Line Items] | |||||
Purchases from related party | $ | $ 1.1 | ||||
Number of used railcars purchased | 12 | ||||
American Railcar Industries, Inc | |||||
Related Party Transaction [Line Items] | |||||
Number of new railcars purchased | 50 | ||||
Purchases from related party | $ | $ 6.7 | ||||
Railcar Lease Agreement | American Railcar Leasing, LLC | |||||
Related Party Transaction [Line Items] | |||||
Number of railcars to be leased | 115 | ||||
Term of lease agreement | 7 years | ||||
Number of railcars leased | 115 | ||||
Rent expense | $ | $ 0.3 |
Related Party Transactions (D78
Related Party Transactions (Details 9) - USD ($) | Jun. 10, 2016 | Apr. 01, 2016 | Feb. 09, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | |||||||||
Proceeds on CRLLC Facility | $ 300,000,000 | $ 0 | $ 0 | ||||||
Purchase of noncontrolling interest | $ 5,000,000 | ||||||||
CRLLC | Credit Facility Guaranty Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Face amount of third party debt | $ 125,000,000 | ||||||||
CRLLC | Credit Facility Guaranty Agreement | Minimum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Term of third party debt | 1 year | ||||||||
CRLLC | Credit Facility Guaranty Agreement | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Term of debt | 2 years | ||||||||
CRLLC | Letter of Credit | |||||||||
Related Party Transaction [Line Items] | |||||||||
Borrowing capacity | $ 150,000,000 | ||||||||
Loan term | 1 year | ||||||||
Senior Notes | AEPC Facility | AEPC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument face amount | $ 320,000,000 | ||||||||
Loan term | 2 years | ||||||||
Debt instrument, percentage rate | 12.00% | ||||||||
Senior Notes | CRLLC Facility | CRLLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument face amount | $ 300,000,000 | ||||||||
Loan term | 2 years | ||||||||
Debt instrument, percentage rate | 12.00% | ||||||||
Interest calculation period | 360 days | ||||||||
Proceeds on CRLLC Facility | $ 300,000,000 | ||||||||
Repurchased face amount | $ 300,000,000 | ||||||||
Interest paid | $ 7,000,000 | ||||||||
CVR Energy, Inc | CVR Nitrogen | |||||||||
Related Party Transaction [Line Items] | |||||||||
Units purchased (in units) | 400,000 | 400,000 | |||||||
Purchase of noncontrolling interest | $ 5,000,000 | ||||||||
LIBOR | CRLLC | Letter of Credit | |||||||||
Related Party Transaction [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 3.00% |
Fair Value of Financial Instr79
Fair Value of Financial Instruments (Details) - Recurring $ in Thousands | Dec. 31, 2015USD ($) |
Fair value of financial instruments | |
Other current liabilities (interest rate swaps) | $ 119 |
Level 1 | |
Fair value of financial instruments | |
Other current liabilities (interest rate swaps) | 0 |
Level 2 | |
Fair value of financial instruments | |
Other current liabilities (interest rate swaps) | 119 |
Level 3 | |
Fair value of financial instruments | |
Other current liabilities (interest rate swaps) | $ 0 |
Major Customers and Suppliers80
Major Customers and Suppliers (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Major Customers and Suppliers | |||
Insurance coverage limit | $ 200,000,000 | ||
Sales | Customer concentration | Nitrogen Fertilizer | |||
Major Customers and Suppliers | |||
Concentration risk (as a percent) | 20.00% | 24.00% | 27.00% |
Sales | Customer concentration | Nitrogen Fertilizer | Customer A | |||
Major Customers and Suppliers | |||
Concentration risk (as a percent) | 10.00% | 10.00% | 17.00% |
Sales | Customer concentration | Nitrogen Fertilizer | Customer B | |||
Major Customers and Suppliers | |||
Concentration risk (as a percent) | 10.00% | 14.00% | 10.00% |
Selected Quarterly Financial 81
Selected Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net sales | $ 84,921 | $ 78,474 | $ 119,797 | $ 73,092 | $ 66,004 | $ 49,325 | $ 80,815 | $ 93,050 | $ 356,284 | $ 289,194 | $ 298,665 |
Operating costs and expenses: | |||||||||||
Cost of materials and other | 21,552 | 19,811 | 36,049 | 16,381 | 9,495 | 14,501 | 15,424 | 25,769 | 93,793 | 65,189 | 71,952 |
Direct operating expenses (exclusive of depreciation and amortization) | 37,868 | 32,566 | 54,144 | 23,690 | 23,317 | 33,179 | 25,146 | 24,414 | 148,268 | 106,056 | 98,958 |
Depreciation and amortization | 17,259 | 16,452 | 17,559 | 6,976 | 7,214 | 7,409 | 7,010 | 6,819 | 58,246 | 28,452 | 27,249 |
Cost of sales | 76,679 | 68,829 | 107,752 | 47,047 | 40,026 | 55,089 | 47,580 | 57,002 | 300,307 | 199,697 | 198,159 |
Selling, general and administrative expenses | 7,280 | 7,261 | 8,343 | 6,392 | 5,620 | 6,042 | 4,523 | 4,583 | 29,276 | 20,768 | 17,703 |
Total operating costs and expenses | 83,959 | 76,090 | 116,095 | 53,439 | 45,646 | 61,131 | 52,103 | 61,585 | 329,583 | 220,465 | 215,862 |
Operating income | 962 | 2,384 | 3,702 | 19,653 | 20,358 | (11,806) | 28,712 | 31,465 | 26,701 | 68,729 | 82,803 |
Interest expense and other financing costs | (15,737) | (15,633) | (15,552) | (1,635) | (1,739) | (1,727) | (1,717) | (1,697) | (48,557) | (6,880) | (6,783) |
Interest income | 2 | 0 | 2 | 2 | 6 | 10 | 12 | 12 | 6 | 40 | 30 |
Loss on extinguishment of debt | 254 | 0 | (5,116) | 0 | (4,862) | 0 | 0 | ||||
Other income, net | 20 | 26 | 34 | 23 | 99 | 54 | 5 | 6 | 103 | 164 | 71 |
Total other expense | (15,461) | (15,607) | (20,632) | (1,610) | (1,634) | (1,663) | (1,700) | (1,679) | (53,310) | (6,676) | (6,682) |
Income (loss) before income tax expense (benefit) | (14,499) | (13,223) | (16,930) | 18,043 | 18,724 | (13,469) | 27,012 | 29,786 | (26,609) | 62,053 | 76,121 |
Income tax expense (benefit) | 45 | 207 | 76 | 1 | (7) | 9 | (4) | 12 | 329 | 11 | (28) |
Net income (loss) | $ (14,544) | $ (13,430) | $ (17,006) | $ 18,042 | $ 18,731 | $ (13,478) | $ 27,016 | $ 29,774 | $ (26,938) | $ 62,042 | $ 76,149 |
Net income per common unit - basic (in dollars per unit) | $ (0.13) | $ (0.12) | $ (0.15) | $ 0.25 | $ 0.26 | $ (0.18) | $ 0.37 | $ 0.41 | $ (0.26) | $ 0.85 | $ 1.04 |
Net income per common unit - diluted (in dollars per unit) | $ (0.13) | $ (0.12) | $ (0.15) | $ 0.25 | $ 0.26 | $ (0.18) | $ 0.37 | $ 0.41 | $ (0.26) | $ 0.85 | $ 1.04 |
Weighted-average common units outstanding: | |||||||||||
Basic (in units) | 113,283 | 113,283 | 113,283 | 73,128 | 73,123 | 73,123 | 73,123 | 73,123 | 103,299 | 73,123 | 73,115 |
Diluted (in units) | 113,283 | 113,283 | 113,283 | 73,128 | 73,131 | 73,123 | 73,131 | 73,131 | 103,299 | 73,131 | 73,139 |
Affiliates | |||||||||||
Operating costs and expenses: | |||||||||||
Cost of materials and other | $ 758 | $ 529 | $ 536 | $ 821 | $ 1,552 | $ 1,147 | $ 2,184 | $ 1,818 | $ 2,645 | $ 6,701 | $ 9,424 |
Direct operating expenses (exclusive of depreciation and amortization) | 1,017 | 1,106 | 1,249 | 852 | 841 | 1,030 | 1,195 | 1,027 | 4,225 | 4,093 | 3,024 |
Selling, general and administrative expenses | 4,050 | 3,560 | 3,917 | 3,462 | 3,672 | 3,661 | 3,361 | 3,267 | 14,989 | 13,961 | 13,411 |
Third parties | |||||||||||
Operating costs and expenses: | |||||||||||
Cost of materials and other | 20,794 | 19,282 | 35,513 | 15,560 | 7,943 | 13,354 | 13,240 | 23,951 | 91,148 | 58,488 | 62,528 |
Direct operating expenses (exclusive of depreciation and amortization) | 36,851 | 31,460 | 52,895 | 22,838 | 22,476 | 32,149 | 23,951 | 23,387 | 144,043 | 101,963 | 95,934 |
Selling, general and administrative expenses | $ 3,230 | $ 3,701 | $ 4,426 | $ 2,930 | $ 1,948 | $ 2,381 | $ 1,162 | $ 1,316 | $ 14,287 | $ 6,807 | $ 4,292 |
Selected Quarterly Financial 82
Selected Quarterly Financial Information (Unaudited) (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 10, 2016 | |
Interim Period, Costs Not Allocable [Line Items] | ||||||||||
Loss on extinguishment of debt | $ (254,000) | $ 0 | $ 5,116,000 | $ 0 | $ 4,862,000 | $ 0 | $ 0 | |||
East Dubuque Nitrogen Fertilizers, LLC | ||||||||||
Interim Period, Costs Not Allocable [Line Items] | ||||||||||
Period of shut-down | 28 days | |||||||||
Direct Operating Expenses Exclusive of Depreciation and Amortization | East Dubuque Nitrogen Fertilizers, LLC | ||||||||||
Interim Period, Costs Not Allocable [Line Items] | ||||||||||
Turnaround costs | $ 6,600,000 | |||||||||
Direct Operating Expenses Exclusive of Depreciation and Amortization | Coffeyville Resources Nitrogen Fertilizers LLC | ||||||||||
Interim Period, Costs Not Allocable [Line Items] | ||||||||||
Turnaround costs | $ 7,000,000 | |||||||||
Operating Expense | Coffeyville Resources Nitrogen Fertilizers LLC | ||||||||||
Interim Period, Costs Not Allocable [Line Items] | ||||||||||
Turnaround costs | $ 6,600,000 | $ 400,000 | ||||||||
Minimum | Coffeyville Resources Nitrogen Fertilizers LLC | ||||||||||
Interim Period, Costs Not Allocable [Line Items] | ||||||||||
Period of shut-down | 17 days | |||||||||
Minimum | Linde, Inc. | ||||||||||
Interim Period, Costs Not Allocable [Line Items] | ||||||||||
Property repairs and maintenance, period of shut down | 16 days | |||||||||
Maximum | Coffeyville Resources Nitrogen Fertilizers LLC | ||||||||||
Interim Period, Costs Not Allocable [Line Items] | ||||||||||
Period of shut-down | 20 days | |||||||||
Maximum | Linde, Inc. | ||||||||||
Interim Period, Costs Not Allocable [Line Items] | ||||||||||
Property repairs and maintenance, period of shut down | 19 days | |||||||||
Senior Notes | 2023 Notes | ||||||||||
Interim Period, Costs Not Allocable [Line Items] | ||||||||||
Debt instrument face amount | $ 645,000,000 | $ 645,000,000 | ||||||||
Debt instrument, percentage rate | 9.25% | 9.25% | 9.25% | 9.25% |