Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 24, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | CVR Partners, LP | |
Entity Central Index Key | 1,425,292 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 113,282,973 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 61,111 | $ 49,173 |
Accounts receivable, net of allowance for doubtful accounts of $53 and $28 at March 31, 2018 and December 31, 2017, respectively | 14,948 | 9,855 |
Inventories | 57,793 | 54,097 |
Prepaid expenses and other current assets, including $356 and $315 with affiliates at March 31, 2018 and December 31, 2017, respectively | 5,249 | 5,793 |
Total current assets | 139,101 | 118,918 |
Property, plant, and equipment, net of accumulated depreciation | 1,054,941 | 1,069,526 |
Goodwill | 40,969 | 40,969 |
Other long-term assets | 4,484 | 4,863 |
Total assets | 1,239,495 | 1,234,276 |
Current liabilities: | ||
Accounts payable, including $2,319 and $2,223 due to affiliates at March 31, 2018 and December 31, 2017, respectively | 24,046 | 23,518 |
Personnel accruals, including $993 and $1,521 with affiliates at March 31, 2018 and December 31, 2017, respectively | 5,267 | 8,240 |
Deferred revenue | 24,229 | 12,895 |
Accrued expenses and other current liabilities, including $939 and $3,221 with affiliates at March 31, 2018 and December 31, 2017, respectively | 26,002 | 11,442 |
Total current liabilities | 79,544 | 56,095 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 626,648 | 625,904 |
Other long-term liabilities | 2,501 | 2,424 |
Total long-term liabilities | 629,149 | 628,328 |
Commitments and contingencies | ||
Partners’ capital: | ||
Common unitholders, 113,282,973 units issued and outstanding at March 31, 2018 and December 31, 2017 | 530,801 | 549,852 |
General partner interest | 1 | 1 |
Total partners’ capital | 530,802 | 549,853 |
Total liabilities and partners’ capital | $ 1,239,495 | $ 1,234,276 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 53 | $ 28 |
Prepaid expenses and other current assets, from affiliates | 356 | 315 |
Accounts payable, due to affiliates | 2,319 | 2,223 |
Personnel accruals, with affiliates | 993 | 1,521 |
Accrued expenses and other current liabilities, with affiliates | $ 939 | $ 3,221 |
Common unitholders, units issued (in units) | 113,282,973 | 113,282,973 |
Common unitholders, units outstanding (in units) | 113,282,973 | 113,282,973 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net sales | $ 79,859 | $ 85,321 |
Operating costs and expenses: | ||
Cost of materials and other | 22,297 | 21,737 |
Direct operating expenses (exclusive of depreciation and amortization) | 38,895 | 35,910 |
Depreciation and amortization | 16,426 | 15,412 |
Cost of sales | 77,618 | 73,059 |
Selling, general and administrative expenses | 5,662 | 6,914 |
Total operating costs and expenses | 83,280 | 79,973 |
Operating income (loss) | (3,421) | 5,348 |
Other income (expense): | ||
Interest expense and other financing costs | (15,726) | (15,706) |
Interest income | 16 | 3 |
Other income, net | 43 | 42 |
Total other expense | (15,667) | (15,661) |
Loss before income tax | (19,088) | (10,313) |
Income tax expense (benefit) | (37) | 23 |
Net loss | $ (19,051) | $ (10,336) |
Net loss per common unit — basic and diluted (in dollars per unit) | $ (0.17) | $ (0.09) |
Weighted-average common units outstanding — basic and diluted (in units) | 113,283 | 113,283 |
Affiliates | ||
Operating costs and expenses: | ||
Cost of materials and other | $ 2,038 | $ 2,146 |
Direct operating expenses (exclusive of depreciation and amortization) | 840 | 832 |
Selling, general and administrative expenses | 3,370 | 3,886 |
Third Parties | ||
Operating costs and expenses: | ||
Cost of materials and other | 20,259 | 19,591 |
Direct operating expenses (exclusive of depreciation and amortization) | 38,055 | 35,078 |
Selling, general and administrative expenses | $ 2,292 | $ 3,028 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Total | General Partner Interest | Common Units |
Beginning balance (in units) at Dec. 31, 2017 | 113,282,973 | ||
Beginning balance at Dec. 31, 2017 | $ 549,853 | $ 1 | $ 549,852 |
Increase (Decrease) in Partners' Capital | |||
Net loss | (19,051) | $ (19,051) | |
Ending balance (in units) at Mar. 31, 2018 | 113,282,973 | ||
Ending balance at Mar. 31, 2018 | $ 530,802 | $ 1 | $ 530,801 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (19,051) | $ (10,336) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 16,426 | 15,412 |
Allowance for doubtful accounts | 25 | 3 |
Amortization of deferred financing costs and original issue discount | 806 | 735 |
Loss on disposition of fixed assets | 54 | 13 |
Change in assets and liabilities: | ||
Accounts receivable | (4,419) | (1,194) |
Inventories | (1,605) | (3,106) |
Prepaid expenses and other current assets | 549 | 685 |
Other long-term assets | 188 | 178 |
Accounts payable | (786) | (1,372) |
Deferred revenue | 10,635 | 19,315 |
Accrued expenses and other current liabilities | 11,307 | 9,016 |
Other long-term liabilities | 77 | 23 |
Net cash provided by operating activities | 14,486 | 30,055 |
Cash flows from investing activities: | ||
Capital expenditures | (2,720) | (4,112) |
Proceeds from sale of assets | 172 | 0 |
Net cash used in investing activities | (2,548) | (4,112) |
Net increase in cash and cash equivalents | 11,938 | 25,943 |
Cash and cash equivalents, beginning of period | 49,173 | 55,595 |
Cash and cash equivalents, end of period | 61,111 | 81,538 |
Supplemental disclosures: | ||
Cash paid for income taxes, net of refunds (received) | (4) | 0 |
Non-cash investing and financing activities: | ||
Construction in progress additions included in accounts payable | 2,203 | 2,181 |
Change in accounts payable related to construction in progress additions | 1,314 | (1,690) |
Affiliates | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Share-based compensation | 110 | 516 |
Third Parties | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Share-based compensation | $ 170 | $ 167 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2018 | |
Formation of the Partnership, Organization and Nature of Business | |
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"). 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. As of March 31, 2018 , public security holders held approximately 66% of the Partnership's outstanding limited partner interests and Coffeyville Resources, LLC ("CRLLC"), a wholly-owned subsidiary of CVR Energy, held approximately 34% of the Partnership's outstanding limited partner interests and 100% of the noneconomic general partner interest. As of March 31, 2018 , 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 limited partnership agreement. The Partnership is also party to a number of agreements with CVR Energy and CVR GP to regulate certain business relations between the Partnership and the other parties thereto. See Note 13 ("Related Party Transactions") for further discussion. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | (2) Basis of Presentation The accompanying Partnership condensed consolidated financial statements include the accounts of CVR Partners and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). These condensed consolidated financial statements should be read in conjunction with the December 31, 2017 audited consolidated financial statements and notes thereto included in CVR Partners’ Annual Report on Form 10-K for the year ended December 31, 2017 , which was filed with the SEC on February 23, 2018 (the "2017 Form 10-K"). The condensed consolidated financial statements include certain selling, general and administrative expenses and direct operating expenses that CVR Energy and its subsidiaries incurred on behalf of the Partnership. These related party transactions are governed by the services agreement. See Note 13 ("Related Party Transactions") for additional discussion of the services agreement and billing and allocation of certain costs. In the opinion of the Partnership’s management, the accompanying condensed consolidated financial statements and related notes reflect all adjustments (consisting only of normal recurring adjustments) that are necessary to fairly present the financial position of the Partnership as of March 31, 2018 and December 31, 2017 , the results of operations and cash flows of the Partnership for the three months ended March 31, 2018 and 2017 , and the changes in partners’ capital for the Partnership for the three months ended March 31, 2018 . The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results that will be realized for the year ending December 31, 2018 or any other interim or annual period. 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 an expense when maintenance services are performed. Planned major maintenance activities generally occur every two to three years . In the second quarter of 2018, the Coffeyville Facility commenced a scheduled turnaround that is expected to last approximately 15 days. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | (3) Recent Accounting Pronouncements Adoption of New Accounting Standard On January 1, 2018, the Partnership adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, " Revenue from Contracts with Customers" ("ASC 606" or the "new revenue standard") using the modified retrospective method applied to contracts which were not completed as of January 1, 2018. The new revenue standard was applied prospectively and the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Partnership did not identify any material differences in its existing revenue recognition methods that require modification under the new revenue standard. However, the Partnership did identify a balance sheet presentation change discussed below. The Partnership’s Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows were not impacted due to the adoption of ASC 606 for the three months ended March 31, 2018. The Partnership identified a balance sheet presentation change associated with contracts requiring customer prepayment prior to delivery. Prior to adoption of ASC 606, deferred revenue, a type of contract liability, was recorded upon customer prepayment. Under the new revenue standard, a receivable and associated deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional. The adoption of the new revenue standard resulted in a $21.4 million increase to deferred revenue and accounts receivable as of January 1, 2018. After the effect of adoption of the new revenue standard, deferred revenue and accounts receivable were $34.3 million and $31.2 million , respectively, as of January 1, 2018. The following table displays the effect of the adoption of ASC 606 to the Condensed Consolidated Balance Sheet as of March 31, 2018: March 31, 2018 As Reported Balances without adoption of ASC 606 Effect of Change (in thousands) Assets Accounts receivable $ 14,948 $ 14,249 $ 699 Liabilities Deferred revenue $ 24,229 $ 23,530 $ 699 New Accounting Standards Issued But Not Yet Implemented In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, " Leases" ("ASU 2016-02"), creating a new topic, FASB ASC Topic 842, " Leases," which supersedes lease requirements in FASB ASC Topic 840, "Leases." The new standard revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability related to future lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. Quantitative and qualitative disclosures, including disclosures regarding significant judgments made by management, will be required. 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 and allows for certain practical expedients. The Partnership expects its assessment and implementation plan to be ongoing during 2018 and is currently unable to reasonably estimate the impact of adopting the new lease standard on its consolidated financial statements and related disclosures. The Partnership expects to recognize right-of-use assets and leases liability on the balance sheet for existing long-term operating leases, the majority of which are railcar leases. The impact of the new standard on right-of-use assets, leases liability and related disclosures is expected to be material. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | (4) Revenue The following table presents the Partnership's revenue disaggregated by product: Three Months Ended (in thousands) Ammonia $ 11,597 UAN 52,763 Urea products 4,911 Fertilizer sales net at gate 69,271 Freight revenue 8,739 Other revenue 1,849 Total net sales $ 79,859 The Partnership sells its products on a wholesale basis under a contract or by purchase order. The Partnership’s contracts with customers, including purchase orders, generally contain fixed pricing and most have terms of less than one year. The Partnership recognizes revenue at the point in time at which the customer obtains control of the product, which is generally upon delivery and acceptance by the customer. The customer acceptance point is stated in the contract and may be at one of the Partnership’s manufacturing facilities, at one of the Partnership’s off-site loading facilities or at the customer’s designated facility. Freight revenue recognized by the Partnership represents the pass-through finished goods delivery costs incurred prior to customer acceptance and is reimbursed by customers. An offsetting expense is included in cost of materials and other. Qualifying taxes collected from customers and remitted to governmental authorities are not included in reported revenues. Depending on the product sold and the type of contract, payments from customers are generally either due prior to delivery or within 15 to 30 days of product delivery. The Partnership generally provides no warranty other than the implicit promise that goods delivered are free of liens and encumbrances and meet the agreed upon specifications. Product returns are rare, and as such, the Partnership does not record a specific warranty reserve or consider activities related to such warranty, if any, to be a separate performance obligation. The Partnership has an immaterial amount of variable consideration for contracts with an original duration of less than a year. A small portion of the Partnership’s revenue includes contracts extending beyond one year, some of which contain variable pricing in which the majority of the variability is attributed to the market-based pricing. The Partnership’s contracts do not contain a significant financing component. The Partnership has certain fee-based revenue, included in other revenue in the table above, that is recognized based on the net amount of the proceeds received, consistent with prior accounting practice. Transaction price allocated to remaining performance obligations As of March 31, 2018, the Partnership had approximately $13.3 million of remaining performance obligations for contracts with an original expected duration of more than one year. The Partnership expects to recognize approximately 64% of these performance obligations as revenue by the end of 2019, an additional 22% by 2020 and the remaining balance thereafter. The Partnership has elected to not disclose the amount of transaction price allocated to remaining performance obligations for contracts with an original expected duration of less than one year. The Partnership has elected to not disclose variable consideration allocated to wholly unsatisfied performance obligations that are based on market prices that have not yet been determined. Contract balances The Partnership’s deferred revenue is a contract liability that primarily relates to fertilizer sales contracts requiring customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer. Deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional prior to transferring product to the customer. An associated receivable is recorded for uncollected prepaid contract amounts. Contracts requiring prepayment are generally short-term in nature and, as discussed above, revenue is recognized at the point in time in which the customer obtains control of the product. A summary of the deferred revenue activity during the three months ended March 31, 2018 is presented below: Three Months Ended (in thousands) Balance at January 1, 2018 $ 34,270 Add: New prepay contracts entered into during the period 3,418 Less: Revenue recognized that was included in the contract liability balance at the beginning of the period 11,565 Revenue recognized related to contracts entered into during the period 1,763 Other changes 131 Balance at March 31, 2018 $ 24,229 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | (5) 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 changes to accrued expenses and other current liabilities. Long-Term Incentive Plan – CVR Energy CVR Energy has a Long-Term Incentive Plan ("CVR Energy LTIP") that permits the grant of options, stock appreciation rights, restricted shares, restricted stock units, dividend equivalent rights, share awards and performance awards (including performance share units, performance units and performance based restricted stock). As of March 31, 2018 , 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’ employees, officers, consultants and directors. Performance Unit Awards In December 2015, CVR Energy entered into a performance unit award agreement (the "2015 Performance Unit Award Agreement") with Mr. Lipinski, CVR Energy's then Chief Executive Officer and President. Compensation cost for the 2015 Performance Unit Award Agreement was recognized over the performance cycle from January 1, 2016 to December 31, 2016. The award was fully vested at December 31, 2016 and the Partnership reimbursed CVR Energy $0.5 million for its allocated portion of the performance unit award during 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 was recognized over the performance cycle from January 1, 2017 to December 31, 2017. The award was fully vested at December 31, 2017 and the Partnership reimbursed CVR Energy $0.5 million for its allocated portion of the performance unit award during the first quarter of 2018. As of December 31, 2017, the Partnership had a liability of $0.5 million , for its allocated portion of the 2016 Performance Unit Award Agreement, which was recorded in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. Compensation expense recorded for the three months ended March 31, 2017 related to the award was approximately $0.1 million . In November 2017, CVR Energy entered into a performance unit agreement (the "2017 Performance Unit Agreement") with Mr. Lamp, CVR Energy's current Chief Executive Officer and President. Compensation cost will be recognized over the performance cycle from January 1, 2018 to December 31, 2018. 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 March 31, 2018 , there was approximately $0.2 million of total unrecognized compensation cost related to the 2017 Performance Unit Agreement to be recognized over approximately 0.8 years . Compensation expense recorded for the three months ended March 31, 2018 related to the award was approximately $0.1 million . As of March 31, 2018 , the Partnership had a liability of $0.1 million , for its allocated portion of the 2017 Performance Unit Agreement, which is recorded in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. In November 2017, CVR Energy entered into a performance unit award agreement (the "2017 Performance Unit Award Agreement") with Mr. Lamp. The performance unit award represents the right to receive upon vesting, a cash payment equal to $10.0 million if the average closing price of CVR Energy's common stock over the 30 -trading day period from January 4, 2022 to February 15, 2022 is equal to or greater than $60 per share. The Partnership will be responsible for reimbursing CVR Energy for its allocated portion of the performance unit award. Assuming the target is met and that the allocation of costs from CVR Energy remains consistent with the allocation percentages in place at March 31, 2018 , there was approximately $1.4 million of total unrecognized compensation cost related to the 2017 Performance Unit Award Agreement to be recognized over approximately 3.8 years. Compensation expense recorded for the three months ended March 31, 2018 related to the award was approximately $0.1 million . As of March 31, 2018 , the Partnership had a liability of $0.1 million , for its allocated portion of the 2017 Performance Unit Award Agreement, which is recorded in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. 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 March 31, 2018 , there was approximately $0.6 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 1.4 years . Inclusion of a vesting table would not be meaningful due to changes in allocation percentages that may occur from time to time. The unrecognized compensation expense has been determined by the number of incentive units and respective allocation percentage for individuals for whom, as of March 31, 2018 , compensation expense has been allocated to the Partnership. Compensation benefit for the three months ended March 31, 2018 related to the incentive unit awards was approximately $0.3 million . Compensation expense for the three months ended March 31, 2017 related to the incentive unit awards was approximately $0.2 million . The Partnership is responsible for reimbursing CVR Energy for its allocated portion of the awards. As of March 31, 2018 and December 31, 2017 , the Partnership had a liability related to these awards of $0.4 million and $0.7 million , respectively, which was recorded in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. Long-Term Incentive Plan – CVR Partners The Partnership has a long-term incentive plan ("CVR Partners LTIP") that provides for the grant of options, unit appreciation rights, distribution equivalent rights, restricted units, phantom units and other unit-based awards, 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. Phantom unit awards made to employees of the general partner are considered non-employee equity-based awards. Awards to employees of the Partnership and employees of the general partner vest over a three -year period. The maximum number of common units issuable under the CVR Partners LTIP is 5,000,000 . As of March 31, 2018 , there were 4,820,215 common units available for issuance under the CVR Partners LTIP. As phantom unit awards discussed below are cash-settled, they do not reduce the number of common units available for issuance. 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. 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. A summary of the phantom unit activity during the three months ended March 31, 2018 is presented below: Phantom Units Weighted-Average Non-vested at January 1, 2018 1,188,206 $ 4.35 Granted 18,262 3.29 Vested — — Forfeited (23,320 ) 4.26 Non-vested at March 31, 2018 1,183,148 $ 4.34 Unrecognized compensation expense associated with the unvested phantom units at March 31, 2018 was approximately $2.4 million and is expected to be recognized over a weighted average period of 1.5 years . Compensation expense recorded for the three months ended March 31, 2018 and 2017 related to the awards under the CVR Partners LTIP was approximately $0.4 million and $0.3 million , respectively. Compensation expense related to the awards 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 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. As of March 31, 2018 and December 31, 2017 , the Partnership had liabilities of $1.1 million and $0.7 million , respectively, for cash settled non-vested phantom unit awards and associated distribution equivalent rights, which are recorded in personnel accruals on the Condensed Consolidated Balance Sheets. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | (6) Inventories Inventories consisted of the following: March 31, 2018 December 31, 2017 (in thousands) Finished goods $ 17,311 $ 13,594 Raw materials and precious metals 6,329 6,333 Parts and supplies 34,153 34,170 Total inventories $ 57,793 $ 54,097 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | (7) Property, Plant and Equipment A summary of costs and accumulated depreciation for property, plant and equipment is as follows: March 31, 2018 December 31, 2017 (in thousands) Land and improvements $ 13,092 $ 13,092 Buildings and improvements 17,068 16,990 Machinery and equipment 1,352,573 1,352,573 Automotive equipment 599 599 Furniture and fixtures 1,607 1,582 Railcars 16,261 16,261 Construction in progress 13,233 9,659 1,414,433 1,410,756 Less: Accumulated depreciation 359,492 341,230 Total property, plant and equipment, net $ 1,054,941 $ 1,069,526 Capitalized interest recognized as a reduction of interest expense was approximately $0.2 million and $42,000 for the three months ended March 31, 2018 and 2017 , respectively. |
Partners' Capital and Partnersh
Partners' Capital and Partnership Distributions | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Partners' Capital and Partnership Distributions | (8) 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. As of March 31, 2018 , the Partnership had a total of 113,282,973 common units issued and outstanding, of which 38,920,000 common units were owned by CRLLC, representing approximately 34% 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 and reserves for future operating or capital needs that the board of directors of the general partner deems necessary or appropriate, if any. Adjusted EBITDA is defined as EBITDA (net income before interest expense, net, income tax expenses, depreciation and amortization) further adjusted for the impact of major scheduled turnaround expense, gain or loss on extinguishment of debt, loss on disposition of assets, and business interruption insurance recovery, when applicable. 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. 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. |
Net Income (Loss) per Common Un
Net Income (Loss) per Common Unit | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Unit | (9) Net Income (Loss) per Common Unit The Partnership's net income (loss) is allocated wholly to the common units 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. The common units issued during the period, if any, are included on a weighted-average basis for the days in which they were outstanding. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | (10) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities were as follows: March 31, 2018 December 31, 2017 (in thousands) Property taxes $ 2,071 $ 1,493 Accrued interest 17,635 2,683 Railcar maintenance accruals 1,469 678 Affiliates (1) 939 3,221 Other accrued expenses and liabilities 3,888 3,367 Total accrued expenses and other current liabilities $ 26,002 $ 11,442 ________________________________ (1) Accrued expenses and other current liabilities include amounts owed by the Partnership to CVR Energy under the shared services agreement. Refer to Note 13 ("Related Party Transactions") for additional discussion. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | (11) Debt Long-term debt consisted of the following: March 31, 2018 December 31, 2017 (in thousands) 9.250% senior secured notes, due 2023 $ 645,000 $ 645,000 6.500% notes, due 2021 2,240 2,240 Total long-term debt, before debt issuance costs and discount 647,240 647,240 Less: Unamortized discount 12,988 13,457 Unamortized debt issuance costs 7,604 7,879 Total long-term debt, net of current portion $ 626,648 $ 625,904 For the three months ended March 31, 2018 and 2017 , amortization of the discount on debt and amortization of debt issuance costs reported as interest expense and other financing costs totaled approximately $0.8 million and $0.7 million , respectively. 2023 Notes On June 10, 2016, the Partnership and CVR Nitrogen Finance Corporation, an indirect wholly-owned subsidiary of the Partnership, 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. 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. As a result of the issuance, approximately $9.4 million of debt issuance costs were incurred, which are being amortized over the term of the 2023 Notes as interest expense using the effective-interest 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. The indenture governing the 2023 Notes prohibits the Partnership from making distributions to unitholders if any default or event of default (as defined in the indenture) exists. In addition, the indenture limits the Partnership's ability to pay distributions to unitholders. The covenants will apply differently depending on the Partnership's fixed charge coverage ratio (as defined in the indenture). If the fixed charge coverage ratio is not less than 1.75 to 1.0, the Partnership will generally be permitted to make restricted payments, including distributions to its unitholders, without substantive restriction. If the fixed charge coverage ratio is less than 1.75 to 1.0, the Partnership will generally be permitted to make restricted payments, including distributions to our unitholders, up to an aggregate $75.0 million basket plus certain other amounts referred to as "incremental funds" under the indenture. As of March 31, 2018 , the ratio was less than 1.75 to 1.0. Restricted payments have been made, and $72.7 million of the basket was available as of March 31, 2018 . The Partnership was in compliance with the covenants contained in the 2023 Notes as of March 31, 2018 . Included in other current liabilities on the Condensed Consolidated Balance Sheets is accrued interest payable totaling approximately $17.6 million and $2.7 million , respectively, as of March 31, 2018 and December 31, 2017 related to the 2023 Notes. At March 31, 2018 and December 31, 2017, respectively, the estimated fair value of the 2023 Notes was approximately $686.7 million and $694.2 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. 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, 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 March 31, 2018 . As of March 31, 2018 , the Partnership and its subsidiaries had availability under the ABL Credit Facility of $49.2 million . There were no borrowings outstanding under the ABL Credit Facility as of March 31, 2018 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (12) Commitments and Contingencies Leases and Unconditional Purchase Obligations The minimum required payments for the Partnership’s operating leases and unconditional purchase obligations are as follows: Operating Leases Unconditional Purchase Obligations (in thousands) Nine months ending December 31, 2018 $ 3,569 $ 20,230 Year Ending December 31, 2019 4,164 15,752 2020 3,625 8,127 2021 3,442 6,482 2022 3,141 6,676 Thereafter 1,780 45,424 $ 19,721 $ 102,691 CRNF leases railcars and facilities under long-term operating leases. Lease expense included in cost of materials and other for the three months ended March 31, 2018 and 2017 totaled approximately $1.2 million and $1.3 million , respectively. The lease agreements have various remaining terms. Some agreements are renewable, at CRNF’s option, for additional periods. It is expected, in the ordinary course of business, that leases may be renewed or replaced as they expire. The Partnership leases some of its railcars from a related party, which is included in the operating lease commitments shown above. See Note 13 ("Related Party Transactions") for further discussion. CRNF’s purchase obligation for pet coke from a subsidiary of CVR Refining has been derived from a calculation of the average pet coke price paid to such subsidiary over the preceding two -year period. See Note 13 ("Related Party Transactions") for further discussion of the coke supply agreement. CRNF is party to a hydrogen purchase and sale agreement with a subsidiary of CVR Refining, pursuant to which CRNF agrees to pay a monthly fixed fee. See Note 13 ("Related Party Transactions") for further discussion of the hydrogen purchase and sale agreement. CRNF is party to the Amended and Restated On-Site Product Supply Agreement with The BOC Group, Inc. (as predecessor in interest to Linde LLC). Pursuant to the agreement, which expires in 2020, CRNF is required to take as available and pay for the supply of oxygen and nitrogen to the fertilizer operation. Expenses associated with this agreement are included in direct operating expenses (exclusive of depreciation and amortization), and, for the three months ended March 31, 2018 and 2017 , totaled approximately $0.9 million and $1.1 million , respectively. CRNF is a party to a pet coke supply agreement with HollyFrontier Corporation. The term of this agreement ends in December 2018 . The delivered cost of this pet coke is included in cost of materials and other and totaled approximately $1.5 million and $0.9 million , respectively, for the three months ended March 31, 2018 and 2017 . 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 utilities is included in direct operating expenses (exclusive of depreciation and amortization) and amounts associated with this agreement totaled approximately $2.4 million and $2.5 million for the three months ended March 31, 2018 and 2017 , respectively. Commitments for natural gas purchases consist of the following: March 31, 2018 (in thousands, except weighted average rate) MMBtus under fixed-price contracts 600 MMBtus under index-price contracts (1) 440 Total MMBtus under contracts 1,040 Commitments to purchase natural gas $ 2,428 Weighted average rate per MMBtu (2) $ 2.33 ________________________________ (1) Indexed rates were estimated using the monthly index rate of the applicable index. (2) Weighted average rate per MMBtu is based on the fixed rates and the indexes 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 environmental, health and safety ("EHS") matters described below under "Environmental, Health and Safety Matters." Liabilities, if any, related to such litigation are recognized when the related costs are probable and can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. It is possible that management’s estimates of the outcomes will change within the next year due to uncertainties inherent in litigation and settlement negotiations. There were no new proceedings or material developments in proceedings from those provided in the 2017 Form 10-K. In the opinion of management, the ultimate resolution of any other litigation matters is not expected to have a material adverse effect on the accompanying condensed consolidated financial statements. There can be no assurance that management’s beliefs or opinions with respect to liability for potential litigation matters are accurate. Environmental, Health and Safety Matters The Partnership's subsidiaries are subject to various stringent federal, state and local EHS rules and regulations. Liabilities related to EHS matters are recognized when the related costs are probable and can be reasonably estimated. Estimates of these costs are based upon currently available facts, existing technology, site-specific costs and currently enacted laws and regulations. In reporting EHS liabilities, no offset is made for potential recoveries. All liabilities are monitored and adjusted regularly as new facts emerge or changes in laws or technology occur. There have been no new developments or material changes to the environmental accruals or expected capital expenditures related to compliance with environmental matters from those provided in the 2017 Form 10-K. The Partnership believes its subsidiaries are in material compliance with existing EHS rules and regulations. There can be no assurance that the EHS matters which may develop in the future will not have a material adverse effect on the Partnership's business, financial condition or results of operations. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (13) Related Party Transactions Related Party Agreements CVR Partners and its subsidiaries are 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 relations among each party including: the (i) Feedstock and Shared Services Agreement; (ii) Hydrogen Purchase and Sale Agreement; (iii) Coke Supply Agreement; (iv) Environmental Agreement; (v) Services Agreement; (vi) GP Services Agreement; and (vii) Limited Partnership Agreement. The agreements are described as in effect at March 31, 2018 . There have been no new developments or material changes to these agreements from those provided in the 2017 Form 10-K. 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 current assets on the Condensed 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 Condensed Consolidated Balance Sheets. Feedstock and Shared Services Agreement CRNF is party to a feedstock and shared services agreement with CRRM under which the two parties provide feedstock and other services to one another. These feedstocks and services are utilized in the respective production processes of CRRM's Coffeyville, Kansas refinery and CRNF's Coffeyville Facility. Hydrogen sales to CRRM are governed pursuant to the feedstock and shared services agreement. For the three months ended March 31, 2017 , the gross sales generated from the sale of hydrogen to CRRM pursuant to the feedstock and shared services agreement were approximately $0.1 million , which is included in net sales in the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2018 , the gross sales generated from the sale of hydrogen to CRRM pursuant to the feedstock and shared services agreement were nominal. The monthly hydrogen sales are cash settled net on a monthly basis with hydrogen purchases, pursuant to the hydrogen purchase and sale agreement. At both March 31, 2018 and December 31, 2017 , receivables of $0.2 million were included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets for amounts yet to be received related to components of the feedstock and shared services agreement. At March 31, 2018 and December 31, 2017 , current obligations of approximately $0.8 million and $1.0 million , respectively, were included in accounts payable on the Condensed Consolidated Balance Sheets associated with unpaid balances related to components of the feedstock and shared services agreement. Hydrogen Purchase and Sale Agreement CRNF and CRRM are party to a hydrogen purchase and sale agreement, pursuant to which CRRM agrees to sell and deliver a committed hydrogen volume of 90,000 mscf per month, and CRNF agrees to purchase and receive the committed volume. For the three months ended March 31, 2018 and 2017 , the cost of hydrogen purchases from CRRM was approximately $1.3 million and $1.2 million , respectively, which were included in cost of materials and other in the Condensed Consolidated Statement of Operations. The monthly hydrogen purchases are cash settled net on a monthly basis with hydrogen sales pursuant to the feedstock and shared services agreement. At March 31, 2018 and December 31, 2017 , current obligations, net of any amounts due to CRNF under the feedstock and shared services agreement for hydrogen, of approximately $0.5 million and $0.3 million , respectively, were included in accounts payable on the Condensed Consolidated Balance Sheets associated with net hydrogen purchases from CRRM. Coke Supply Agreement CRNF is party to a coke supply agreement with CRRM pursuant to which CRRM supplies CRNF with pet coke. The cost of pet coke associated with the transfer of pet coke from CRRM to CRNF was approximately $0.4 million and $0.5 million for the three months ended March 31, 2018 and 2017 , respectively, which was recorded in cost of materials and other. Payables of approximately $0.1 million related to the coke supply agreement were included in accounts payable on the Condensed Consolidated Balance Sheets at December 31, 2017 . Payables were nominal related to the coke supply agreement included in accounts payable on the Condensed Consolidated Balance Sheets at March 31, 2018 . Services Agreement CVR Partners obtains certain management and other services from CVR Energy pursuant to a services agreement between the Partnership, CVR GP and CVR Energy. Net amounts incurred under the services agreement for the three months ended March 31, 2018 and 2017 were as follows: Three Months Ended 2018 2017 (in thousands) Direct operating expenses (exclusive of depreciation and amortization) — Affiliates $ 616 $ 610 Selling, general and administrative expenses — Affiliates 2,863 3,152 Total $ 3,479 $ 3,762 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 5 ("Share‑Based Compensation") , of $1.3 million and $1.7 million , respectively, for the three months ended March 31, 2018 and 2017 . At March 31, 2018 and December 31, 2017 , current obligations of $1.9 million and $4.0 million , respectively, were included in accounts payable and accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets with respect to amounts billed in accordance with the services agreement. Limited Partnership Agreement The partnership agreement provides that the Partnership will reimburse its general partner for all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including salary, bonus, incentive compensation and other amounts paid to any person to perform services for the Partnership or for its general partner in connection with operating the Partnership). Pursuant to the partnership agreement, the Partnership incurred approximately $0.7 million and $0.9 million for the three months ended March 31, 2018 and 2017 , respectively, primarily for personnel costs related to the compensation of executives of the general partner, who manage the Partnership's business. At March 31, 2018 and December 31, 2017 , current obligations of $1.0 million and $1.5 million , respectively, were included in personnel accruals on the Condensed Consolidated Balance Sheets related to amounts outstanding in accordance with the limited partnership agreement. Insight Portfolio Group Insight Portfolio Group LLC ("Insight Portfolio Group") is an entity formed by Mr. 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. Railcar Lease Agreements and Maintenance CRNF has agreements that expire in 2023 to lease a total of 115 UAN railcars from ARI Leasing, LLC ("ARI"), a company controlled by IEP. In the second quarter of 2017, CRNF entered into an agreement to lease an additional 70 UAN railcars from ARI which will expire in 2022 . The Partnership received the additional 70 leased railcars during the second half of 2017. For the three months ended March 31, 2018 and 2017 , rent expense of approximately $0.4 million and $0.2 million , respectively, was recorded in cost of materials and other in the Condensed Consolidated Statement of Operations related to these agreements. American Railcar Industries, Inc., a company controlled by IEP, performed railcar maintenance for CRNF and the expense associated with this maintenance was approximately $0.2 million for the three months ended March 31, 2017 and was included in cost of materials and other in the Condensed Consolidated Statement of Operations. Expense associated with this maintenance was nominal for the three months ended March 31, 2018 . |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying Partnership condensed consolidated financial statements include the accounts of CVR Partners and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). These condensed consolidated financial statements should be read in conjunction with the December 31, 2017 audited consolidated financial statements and notes thereto included in CVR Partners’ Annual Report on Form 10-K for the year ended December 31, 2017 , which was filed with the SEC on February 23, 2018 (the "2017 Form 10-K"). The condensed consolidated financial statements include certain selling, general and administrative expenses and direct operating expenses that CVR Energy and its subsidiaries incurred on behalf of the Partnership. These related party transactions are governed by the services agreement. See Note 13 ("Related Party Transactions") for additional discussion of the services agreement and billing and allocation of certain costs. In the opinion of the Partnership’s management, the accompanying condensed consolidated financial statements and related notes reflect all adjustments (consisting only of normal recurring adjustments) that are necessary to fairly present the financial position of the Partnership as of March 31, 2018 and December 31, 2017 , the results of operations and cash flows of the Partnership for the three months ended March 31, 2018 and 2017 , and the changes in partners’ capital for the Partnership for the three months ended March 31, 2018 . The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results that will be realized for the year ending December 31, 2018 or any other interim or annual period. |
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 an expense when maintenance services are performed. Planned major maintenance activities generally occur every two to three years . |
Recent Accounting Pronouncements | Adoption of New Accounting Standard On January 1, 2018, the Partnership adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, " Revenue from Contracts with Customers" ("ASC 606" or the "new revenue standard") using the modified retrospective method applied to contracts which were not completed as of January 1, 2018. The new revenue standard was applied prospectively and the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Partnership did not identify any material differences in its existing revenue recognition methods that require modification under the new revenue standard. However, the Partnership did identify a balance sheet presentation change discussed below. The Partnership’s Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows were not impacted due to the adoption of ASC 606 for the three months ended March 31, 2018. The Partnership identified a balance sheet presentation change associated with contracts requiring customer prepayment prior to delivery. Prior to adoption of ASC 606, deferred revenue, a type of contract liability, was recorded upon customer prepayment. Under the new revenue standard, a receivable and associated deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional. The adoption of the new revenue standard resulted in a $21.4 million increase to deferred revenue and accounts receivable as of January 1, 2018. After the effect of adoption of the new revenue standard, deferred revenue and accounts receivable were $34.3 million and $31.2 million , respectively, as of January 1, 2018. The following table displays the effect of the adoption of ASC 606 to the Condensed Consolidated Balance Sheet as of March 31, 2018: March 31, 2018 As Reported Balances without adoption of ASC 606 Effect of Change (in thousands) Assets Accounts receivable $ 14,948 $ 14,249 $ 699 Liabilities Deferred revenue $ 24,229 $ 23,530 $ 699 New Accounting Standards Issued But Not Yet Implemented In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, " Leases" ("ASU 2016-02"), creating a new topic, FASB ASC Topic 842, " Leases," which supersedes lease requirements in FASB ASC Topic 840, "Leases." The new standard revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability related to future lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. Quantitative and qualitative disclosures, including disclosures regarding significant judgments made by management, will be required. 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 and allows for certain practical expedients. The Partnership expects its assessment and implementation plan to be ongoing during 2018 and is currently unable to reasonably estimate the impact of adopting the new lease standard on its consolidated financial statements and related disclosures. The Partnership expects to recognize right-of-use assets and leases liability on the balance sheet for existing long-term operating leases, the majority of which are railcar leases. The impact of the new standard on right-of-use assets, leases liability and related disclosures is expected to be material. |
Recent Accounting Pronounceme21
Recent Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Effect of Adoption of ASC 606 | The following table displays the effect of the adoption of ASC 606 to the Condensed Consolidated Balance Sheet as of March 31, 2018: March 31, 2018 As Reported Balances without adoption of ASC 606 Effect of Change (in thousands) Assets Accounts receivable $ 14,948 $ 14,249 $ 699 Liabilities Deferred revenue $ 24,229 $ 23,530 $ 699 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents the Partnership's revenue disaggregated by product: Three Months Ended (in thousands) Ammonia $ 11,597 UAN 52,763 Urea products 4,911 Fertilizer sales net at gate 69,271 Freight revenue 8,739 Other revenue 1,849 Total net sales $ 79,859 |
Summary of deferred revenue activity | A summary of the deferred revenue activity during the three months ended March 31, 2018 is presented below: Three Months Ended (in thousands) Balance at January 1, 2018 $ 34,270 Add: New prepay contracts entered into during the period 3,418 Less: Revenue recognized that was included in the contract liability balance at the beginning of the period 11,565 Revenue recognized related to contracts entered into during the period 1,763 Other changes 131 Balance at March 31, 2018 $ 24,229 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of the phantom units activity | A summary of the phantom unit activity during the three months ended March 31, 2018 is presented below: Phantom Units Weighted-Average Non-vested at January 1, 2018 1,188,206 $ 4.35 Granted 18,262 3.29 Vested — — Forfeited (23,320 ) 4.26 Non-vested at March 31, 2018 1,183,148 $ 4.34 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following: March 31, 2018 December 31, 2017 (in thousands) Finished goods $ 17,311 $ 13,594 Raw materials and precious metals 6,329 6,333 Parts and supplies 34,153 34,170 Total inventories $ 57,793 $ 54,097 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of costs and accumulated depreciation for property, plant, and equipment | A summary of costs and accumulated depreciation for property, plant and equipment is as follows: March 31, 2018 December 31, 2017 (in thousands) Land and improvements $ 13,092 $ 13,092 Buildings and improvements 17,068 16,990 Machinery and equipment 1,352,573 1,352,573 Automotive equipment 599 599 Furniture and fixtures 1,607 1,582 Railcars 16,261 16,261 Construction in progress 13,233 9,659 1,414,433 1,410,756 Less: Accumulated depreciation 359,492 341,230 Total property, plant and equipment, net $ 1,054,941 $ 1,069,526 |
Accrued Expenses and Other Cu26
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities were as follows: March 31, 2018 December 31, 2017 (in thousands) Property taxes $ 2,071 $ 1,493 Accrued interest 17,635 2,683 Railcar maintenance accruals 1,469 678 Affiliates (1) 939 3,221 Other accrued expenses and liabilities 3,888 3,367 Total accrued expenses and other current liabilities $ 26,002 $ 11,442 ________________________________ (1) Accrued expenses and other current liabilities include amounts owed by the Partnership to CVR Energy under the shared services agreement. Refer to Note 13 ("Related Party Transactions") for additional discussion. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Long-term debt consisted of the following: March 31, 2018 December 31, 2017 (in thousands) 9.250% senior secured notes, due 2023 $ 645,000 $ 645,000 6.500% notes, due 2021 2,240 2,240 Total long-term debt, before debt issuance costs and discount 647,240 647,240 Less: Unamortized discount 12,988 13,457 Unamortized debt issuance costs 7,604 7,879 Total long-term debt, net of current portion $ 626,648 $ 625,904 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum required payments for operating leases and unconditional purchase obligations | The minimum required payments for the Partnership’s operating leases and unconditional purchase obligations are as follows: Operating Leases Unconditional Purchase Obligations (in thousands) Nine months ending December 31, 2018 $ 3,569 $ 20,230 Year Ending December 31, 2019 4,164 15,752 2020 3,625 8,127 2021 3,442 6,482 2022 3,141 6,676 Thereafter 1,780 45,424 $ 19,721 $ 102,691 |
Commitments for natural gas purchases | Commitments for natural gas purchases consist of the following: March 31, 2018 (in thousands, except weighted average rate) MMBtus under fixed-price contracts 600 MMBtus under index-price contracts (1) 440 Total MMBtus under contracts 1,040 Commitments to purchase natural gas $ 2,428 Weighted average rate per MMBtu (2) $ 2.33 ________________________________ (1) Indexed rates were estimated using the monthly index rate of the applicable index. (2) Weighted average rate per MMBtu is based on the fixed rates and the indexes applicable to each contract, exclusive of transportation costs. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Amounts incurred under related party service agreements | Net amounts incurred under the services agreement for the three months ended March 31, 2018 and 2017 were as follows: Three Months Ended 2018 2017 (in thousands) Direct operating expenses (exclusive of depreciation and amortization) — Affiliates $ 616 $ 610 Selling, general and administrative expenses — Affiliates 2,863 3,152 Total $ 3,479 $ 3,762 |
Organization and Nature of Bu30
Organization and Nature of Business (Details) | 3 Months Ended |
Mar. 31, 2018manufacturing_facility | |
Formation of the Partnership, Organization and Nature of Business | |
Number of manufacturing facilities | 2 |
Percentage of limited partner interest held by the public | 66.00% |
CVR Energy, Inc | IEP Energy LLC | |
Formation of the Partnership, Organization and Nature of Business | |
Aggregate ownership percentage | 82.00% |
CRLLC | |
Formation of the Partnership, Organization and Nature of Business | |
Limited partner interest | 34.00% |
General partner interest | 100.00% |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Details) | 3 Months Ended | |
Jun. 30, 2018 | Mar. 31, 2018 | |
Minimum | ||
Property, Plant, and Equipment | ||
Frequency of planned major maintenance activities | 2 years | |
Maximum | ||
Property, Plant, and Equipment | ||
Frequency of planned major maintenance activities | 3 years | |
Forecast | ||
Property, Plant, and Equipment | ||
Turnaround period | 15 days |
Recent Accounting Pronounceme32
Recent Accounting Pronouncements - Effect of the adoption of ASC 606 to the Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Assets | |||
Accounts receivable | $ 14,948 | $ 31,200 | $ 9,855 |
Liabilities | |||
Deferred revenue | 24,229 | 34,300 | $ 12,895 |
Balances without adoption of ASC 606 | |||
Assets | |||
Accounts receivable | 14,249 | ||
Liabilities | |||
Deferred revenue | 23,530 | ||
ASU 2014-09 | Effect of Change | |||
Assets | |||
Accounts receivable | 699 | 21,400 | |
Liabilities | |||
Deferred revenue | $ 699 | $ 21,400 |
- Revenue Disaggregated by Prod
- Revenue Disaggregated by Product (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | |
Net sales | $ 79,859 |
Ammonia | |
Disaggregation of Revenue [Line Items] | |
Net sales | 11,597 |
UAN | |
Disaggregation of Revenue [Line Items] | |
Net sales | 52,763 |
Urea products | |
Disaggregation of Revenue [Line Items] | |
Net sales | 4,911 |
Fertilizer sales net at gate | |
Disaggregation of Revenue [Line Items] | |
Net sales | 69,271 |
Freight revenue | |
Disaggregation of Revenue [Line Items] | |
Net sales | 8,739 |
Other revenue | |
Disaggregation of Revenue [Line Items] | |
Net sales | $ 1,849 |
Revenue - Additional Informati
Revenue - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 13.3 |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Payment terms | 15 days |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Payment terms | 30 days |
Revenue - Remaining performanc
Revenue - Remaining performance obligations (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 64.00% |
Remaining performance obligation, expected timing of satisfaction, period | 1 year 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-12-31 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 22.00% |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue - Summary of Deferred
Revenue - Summary of Deferred Revenue Activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Change in Contract with Customer, Liability [Roll Forward] | |
Balance at January 1, 2018 | $ 34,270 |
New prepay contracts entered into during the period | 3,418 |
Revenue recognized that was included in the contract liability balance at the beginning of the period | 11,565 |
Revenue recognized related to contracts entered into during the period | 1,763 |
Other changes | 131 |
Balance at March 31, 2018 | $ 24,229 |
Share-Based Compensation - Inc
Share-Based Compensation - Incentive Plan and Awards, CVR Energy (Details) | Nov. 01, 2017USD ($)trading_day$ / shares | Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) |
Share-Based Compensation | ||||
Percentage of allocation of share-based compensation expense | 100.00% | |||
Personnel accruals, including $993 and $1,521 with affiliates at March 31, 2018 and December 31, 2017, respectively | $ 5,267,000 | $ 8,240,000 | ||
Performance Shares | Chief Executive Officer | CVR Energy LTIP, 2017 Performance Unit Award Agreement | ||||
Share-Based Compensation | ||||
Compensation expense | 100,000 | |||
Period for amortization of unrecognized compensation cost | 3 years 10 months | |||
Unrecognized compensation expense | $ 1,400,000 | |||
Personnel accruals, including $993 and $1,521 with affiliates at March 31, 2018 and December 31, 2017, respectively | 100,000 | |||
Performance Shares | CVR Energy, Inc | Chief Executive Officer | CVR Energy LTIP, 2015 Performance Unit Award Agreement | ||||
Share-Based Compensation | ||||
Share-based liabilities paid | $ 500,000 | |||
Performance Shares | CVR Energy, Inc | Chief Executive Officer | CVR Energy LTIP, 2016 Performance Unit Award Agreement | ||||
Share-Based Compensation | ||||
Share-based liabilities paid | 500,000 | |||
Personnel accruals | 500,000 | |||
Compensation expense | 100,000 | |||
Performance Shares | CVR Energy, Inc | Chief Executive Officer | CVR Energy LTIP, 2017 Performance Unit Agreement | ||||
Share-Based Compensation | ||||
Personnel accruals | 100,000 | |||
Compensation expense | 100,000 | |||
Unrecognized compensation costs | $ 200,000 | |||
Period for amortization of unrecognized compensation cost | 10 months | |||
Performance Shares | CVR Energy, Inc | Chief Executive Officer | CVR Energy LTIP, 2017 Performance Unit Award Agreement | ||||
Share-Based Compensation | ||||
Maximum price per share to trigger maximum cash payment (in dollars per unit) | $ / shares | $ 60 | |||
Period for determination of cash payment value | trading_day | 30 | |||
Maximum cash payment | $ 10,000,000 | |||
Incentive Unit Award | CVR Energy, Inc | ||||
Share-Based Compensation | ||||
Personnel accruals | $ 400,000 | $ 700,000 | ||
Compensation expense | (300,000) | $ 200,000 | ||
Unrecognized compensation costs | $ 600,000 | |||
Period for amortization of unrecognized compensation cost | 17 months | |||
Vesting period | 3 years | |||
Number of units considered for determining cash payment for each award upon vesting (in units) | shares | 1 | |||
Incentive Unit Award | CVR Energy, Inc | Tranche One | ||||
Share-Based Compensation | ||||
Vesting percentage | 33.33% | |||
Incentive Unit Award | CVR Energy, Inc | Tranche Two | ||||
Share-Based Compensation | ||||
Vesting percentage | 33.33% | |||
Incentive Unit Award | CVR Energy, Inc | Tranche Three | ||||
Share-Based Compensation | ||||
Vesting percentage | 33.33% |
Share-Based Compensation - Lon
Share-Based Compensation - Long-Term Incentive Plan, CVR Partners (Details) - CVR Partners LTIP - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Share-Based Compensation | |||
Vesting period | 3 years | ||
Common units authorized for issuance (in units) | 5,000,000 | ||
Common units available for issuance (in units) | 4,820,215 | ||
Phantom Units | |||
Share-Based Compensation | |||
Vesting period | 3 years | ||
Number of units considered for determining cash payment for each award upon vesting (in units) | 1 | ||
Unrecognized compensation expense | $ 2.4 | ||
Weighted average period for amortization of unrecognized compensation cost | 1 year 6 months | ||
Phantom Units | Tranche One | |||
Share-Based Compensation | |||
Vesting percentage | 33.33% | ||
Phantom Units | Tranche Two | |||
Share-Based Compensation | |||
Vesting percentage | 33.33% | ||
Phantom Units | Tranche Three | |||
Share-Based Compensation | |||
Vesting percentage | 33.33% | ||
Phantom Stock and Common Units | |||
Share-Based Compensation | |||
Compensation expense | $ 0.4 | $ 0.3 | |
Personnel accruals | $ 1.1 | $ 0.7 |
Share-Based Compensation - Sch
Share-Based Compensation - Schedule of Phantom Unit Activity (Details) - CVR Partners LTIP - Phantom Units | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Phantom Units | |
Non-vested at the beginning of the period (in units) | shares | 1,188,206 |
Granted (in units) | shares | 18,262 |
Vested (in units) | shares | 0 |
Forfeited (in units) | shares | (23,320) |
Non-vested at the end of the period (in units) | shares | 1,183,148 |
Weighted-Average Grant Date Fair Value | |
Non-vested at the beginning of the period (in dollars per unit) | $ / shares | $ 4.35 |
Granted (in dollars per unit) | $ / shares | 3.29 |
Vested (in dollars per unit) | $ / shares | 0 |
Forfeited (in dollars per unit) | $ / shares | 4.26 |
Non-vested at the end of the period (in dollars per unit) | $ / shares | $ 4.34 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 17,311 | $ 13,594 |
Raw materials and precious metals | 6,329 | 6,333 |
Parts and supplies | 34,153 | 34,170 |
Total inventories | $ 57,793 | $ 54,097 |
Property, Plant and Equipment41
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | $ 1,414,433 | $ 1,410,756 | |
Less: Accumulated depreciation | 359,492 | 341,230 | |
Total property, plant and equipment, net | 1,054,941 | 1,069,526 | |
Capitalized interest | 200 | $ 42 | |
Land and improvements | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | 13,092 | 13,092 | |
Buildings and improvements | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | 17,068 | 16,990 | |
Machinery and equipment | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | 1,352,573 | 1,352,573 | |
Automotive equipment | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | 599 | 599 | |
Furniture and fixtures | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | 1,607 | 1,582 | |
Railcars | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | 16,261 | 16,261 | |
Construction in progress | |||
Property, Plant, and Equipment | |||
Total property, plant and equipment, gross | $ 13,233 | $ 9,659 |
Partners' Capital and Partner42
Partners' Capital and Partnership Distributions (Details) | 3 Months Ended | |
Mar. 31, 2018partnership_interestshares | Dec. 31, 2017shares | |
Related Party Transaction [Line Items] | ||
Number of types of partnership interests outstanding | partnership_interest | 2 | |
Common units issued (in units) | 113,282,973 | 113,282,973 |
Common units outstanding (in units) | 113,282,973 | 113,282,973 |
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 | |
Percentage of common units owned by CRLLC | 34.00% |
Accrued Expenses and Other Cu43
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Property taxes | $ 2,071 | $ 1,493 |
Accrued interest | 17,635 | 2,683 |
Railcar maintenance accruals | 1,469 | 678 |
Affiliates | 939 | 3,221 |
Other accrued expenses and liabilities | 3,888 | 3,367 |
Total accrued expenses and other current liabilities | $ 26,002 | $ 11,442 |
Debt - Summary of Debt (Detail
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 10, 2016 |
Debt Instrument [Line Items] | |||
Total long-term debt, before debt issuance costs and discount | $ 647,240 | $ 647,240 | |
Unamortized discount | 12,988 | 13,457 | |
Unamortized debt issuance costs | 7,604 | 7,879 | |
Long-term debt, net of current portion | $ 626,648 | 625,904 | |
Senior Notes | 9.250% senior secured notes, due 2023 | |||
Debt Instrument [Line Items] | |||
Debt instrument, percentage rate | 9.25% | 9.25% | |
Total long-term debt, before debt issuance costs and discount | $ 645,000 | 645,000 | |
Unamortized discount | $ 16,100 | ||
Senior Notes | 6.500% notes, due 2021 | |||
Debt Instrument [Line Items] | |||
Debt instrument, percentage rate | 6.50% | ||
Total long-term debt, before debt issuance costs and discount | $ 2,240 | $ 2,240 |
Debt - Amortization of Discoun
Debt - Amortization of Discount and Debt Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Debt Instrument [Line Items] | ||
Amortization of discount and debt issuance costs | $ 806 | $ 735 |
Interest Expense and Other Financing Costs | ||
Debt Instrument [Line Items] | ||
Amortization of discount and debt issuance costs | $ 800 | $ 700 |
Debt - 2023 Notes (Details)
Debt - 2023 Notes (Details) | Jun. 10, 2016USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||
Unamortized discount | $ 12,988,000 | $ 13,457,000 | |
Senior Notes | 2023 Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 645,000,000 | ||
Debt instrument, percentage rate | 9.25% | 9.25% | |
Unamortized discount | $ 16,100,000 | ||
Proceeds from Issuance of Senior Long-term Debt | $ 9,400,000 | ||
Minimum fixed charge coverage ratio required to make restricted payments | 1.75 | 1.75 | |
Maximum aggregated restricted payments basket permitted | $ 75,000,000 | ||
Remaining restricted payments permitted | $ 72,700,000 | ||
Interest payable | 17,600,000 | 2,700,000 | |
Senior Notes | 2023 Notes | Level 2 | |||
Debt Instrument [Line Items] | |||
Fair value of debt | $ 686,700,000 | $ 694,200,000 |
Debt - ABL Credit Facility (De
Debt - ABL Credit Facility (Details) - Line of Credit - ABL Credit Facility - USD ($) | Sep. 30, 2016 | Mar. 31, 2018 |
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% | |
Available borrowing capacity | $ 49,200,000 | |
Borrowings outstanding | $ 0 | |
Revolving credit facility | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 2.00% | |
Revolving credit facility | Base Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Step-down percentage based on the previous quarter's excess availability | 0.50% | |
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 |
Commitments and Contingencies
Commitments and Contingencies - Minimum Required Payments (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Operating Leases | |
Nine months ending December 31, 2018 | $ 3,569 |
2,019 | 4,164 |
2,020 | 3,625 |
2,021 | 3,442 |
2,022 | 3,141 |
Thereafter | 1,780 |
Operating leases | 19,721 |
Unconditional Purchase Obligations | |
Nine months ending December 31, 2018 | 20,230 |
2,019 | 15,752 |
2,020 | 8,127 |
2,021 | 6,482 |
2,022 | 6,676 |
Thereafter | 45,424 |
Unconditional purchase obligations | $ 102,691 |
Commitments and Contingencies49
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Jo-Carroll Energy, Inc | ||
Long-term Purchase Commitment [Line Items] | ||
Expenses related to agreement | $ 2.4 | $ 2.5 |
Purchase obligation for pet coke | Subsidiary of CVR Refining, LP | ||
Long-term Purchase Commitment [Line Items] | ||
Period for calculation of the average pet coke price paid to CVR Refining | 2 years | |
CRNF | ||
Long-term Purchase Commitment [Line Items] | ||
Lease expense | $ 1.2 | 1.3 |
CRNF | Linde, Inc. | ||
Long-term Purchase Commitment [Line Items] | ||
Expenses related to agreement | 0.9 | 1.1 |
CRNF | HollyFrontier Corporation | ||
Long-term Purchase Commitment [Line Items] | ||
Expenses related to agreement | $ 1.5 | $ 0.9 |
Commitments and Contingencies50
Commitments and Contingencies - Natural Gas Purchases (Details) MMBTU in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($)MMBTU | |
Long-term Purchase Commitment [Line Items] | |
MMBtus under fixed-price contracts (in MMBtus) | 1,040 |
Commitments to purchase natural gas | $ | $ 2,428,000 |
Weighted average rate per MMBtu | $ | $ 2.33 |
MMBtus under fixed-price contracts | |
Long-term Purchase Commitment [Line Items] | |
MMBtus under fixed-price contracts (in MMBtus) | 600 |
MMBtus under index-price contracts | |
Long-term Purchase Commitment [Line Items] | |
MMBtus under fixed-price contracts (in MMBtus) | 440 |
Related Party Transactions - F
Related Party Transactions - Feedstock and Shared Services Agreement (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018USD ($)affiliate | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |||
Number of parties | affiliate | 2 | ||
Revenue from related party | $ 79,859 | $ 85,321 | |
Receivables | 356 | $ 315 | |
Accounts payable, due to affiliates | 2,319 | 2,223 | |
Hydrogen | Feedstock and Shared Services Agreement | CRRM | CRNF | |||
Related Party Transaction [Line Items] | |||
Revenue from related party | 0 | $ 100 | |
Products and services, excluding hydrogen | Feedstock and Shared Services Agreement | CRRM | |||
Related Party Transaction [Line Items] | |||
Receivables | 200 | 200 | |
Accounts payable, due to affiliates | $ 800 | $ 1,000 |
Related Party Transactions - H
Related Party Transactions - Hydrogen Purchase and Sale Agreement (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018USD ($)Mcf | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |||
Liability included in accounts payable | $ 24,046 | $ 23,518 | |
Hydrogen | Hydrogen Purchase and Sale Agreement | CRRM | CRNF | |||
Related Party Transaction [Line Items] | |||
Monthly production volume of product to be delivered (in mscf) | Mcf | 90,000 | ||
Cost of purchases | $ 1,300 | $ 1,200 | |
Liability included in accounts payable | $ 500 | $ 300 |
Related Party Transactions - C
Related Party Transactions - Coke Supply Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Cost of product sold | $ 22,297 | $ 21,737 | |
Accounts payable, due to affiliates | 2,319 | $ 2,223 | |
Petroleum coke | Coke Supply Agreement | |||
Related Party Transaction [Line Items] | |||
Cost of product sold | 400 | $ 500 | |
Accounts payable, due to affiliates | $ 0 | $ 100 |
Related Party Transactions - S
Related Party Transactions - Schedule of Services Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Direct operating expenses (exclusive of depreciation and amortization) — Affiliates | $ 38,895 | $ 35,910 |
Selling, general and administrative expenses — Affiliates | 5,662 | 6,914 |
Services Agreement | ||
Related Party Transaction [Line Items] | ||
Direct operating expenses (exclusive of depreciation and amortization) — Affiliates | 616 | 610 |
Selling, general and administrative expenses — Affiliates | 2,863 | 3,152 |
Total | $ 3,479 | $ 3,762 |
Related Party Transactions - A
Related Party Transactions - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018USD ($)railcar | Jun. 30, 2017railcar | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)railcar | |
Related Party Transaction [Line Items] | ||||
Accounts payable, due to affiliates | $ 2,319 | $ 2,223 | ||
Personnel accruals, with affiliates | 993 | 1,521 | ||
Services Agreement | ||||
Related Party Transaction [Line Items] | ||||
Personnel costs | 1,300 | $ 1,700 | ||
Accounts payable, due to affiliates | 1,900 | 4,000 | ||
Limited Partnership Agreement | ||||
Related Party Transaction [Line Items] | ||||
Personnel costs | 700 | 900 | ||
Personnel accruals, with affiliates | $ 1,000 | $ 1,500 | ||
Railcar Lease Agreement | ARI Leasing, LLC | ||||
Related Party Transaction [Line Items] | ||||
Lease arrangement, number of railcars to be leased | railcar | 115 | |||
Number of railcars leased | railcar | 70 | 70 | ||
Rent expense | $ 400 | 200 | ||
Maintenance expense | 0 | 200 | ||
CVR Energy, Inc | Insight Portfolio Group LLC | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction | $ 0 | $ 0 |