Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 19, 2019 | Jun. 29, 2018 | |
Document and Entity Information | |||
Entity Registrant Name | CVR PARTNERS, LP | ||
Entity Central Index Key | 1,425,292 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 244.9 | ||
Entity Common Stock, Shares Outstanding | 113,282,973 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 61,776 | $ 49,173 |
Accounts receivable | 61,662 | 9,855 |
Inventories | 63,554 | 53,169 |
Prepaid expenses and other current assets | 6,989 | 5,793 |
Total current assets | 193,981 | 117,990 |
Property, plant, and equipment, net of accumulated depreciation | 1,015,240 | 1,070,454 |
Goodwill | 40,969 | 40,969 |
Other long-term assets | 4,198 | 4,863 |
Total assets | 1,254,388 | 1,234,276 |
Current liabilities: | ||
Accounts payable | 26,789 | 21,295 |
Accounts payable to Affiliates | 2,976 | 2,223 |
Accrued expenses and other current liabilities | 24,066 | 19,682 |
Deferred Revenue | 68,804 | 12,895 |
Total current liabilities | 122,635 | 56,095 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 628,989 | 625,904 |
Other long-term liabilities | 2,938 | 2,424 |
Total long-term liabilities | 631,927 | 628,328 |
Commitments and contingencies (See Note 9) | ||
Total partners’ capital | 499,826 | 549,853 |
Total liabilities and partners’ capital | $ 1,254,388 | $ 1,234,276 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Net sales | $ 351,082 | $ 330,802 | $ 356,284 |
Operating costs and expenses: | |||
Cost of materials and other (exclusive of depreciation and amortization shown below) | 88,461 | 84,874 | 93,749 |
Direct operating expenses (exclusive of depreciation and amortization shown below) | 159,319 | 156,357 | 150,236 |
Depreciation and amortization | 71,575 | 73,986 | 58,246 |
Cost of sales | 319,355 | 315,217 | 302,231 |
Selling, general and administrative expenses | 25,023 | 25,630 | 29,276 |
Loss on asset disposals | 390 | 233 | 220 |
Operating income (loss) | 6,314 | (10,278) | 24,557 |
Interest expense, net | (62,588) | (62,845) | (48,551) |
Other income (expense), net | 6,201 | 555 | (2,615) |
Loss before income tax expense | (50,073) | (72,568) | (26,609) |
Income tax expense (benefit) | (46) | 220 | 329 |
Net loss | $ (50,027) | $ (72,788) | $ (26,938) |
Net loss per common unit - basic and diluted (in dollars per unit) | $ (0.44) | $ (0.64) | $ (0.26) |
Distributions declared per common unit (in dollars per unit) | $ 0 | $ 0.02 | $ 0.44 |
Weighted-average common units outstanding: | |||
Basic and diluted (in units) | 113,283 | 113,283 | 103,299 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) shares in Thousands, $ in Thousands | Total | Common Units | Accumulated Other Comprehensive Income/(Loss) | Noncontrolling Interest | General Partner Interest |
Balance (in units) at Dec. 31, 2015 | 73,128 | ||||
Balance at Dec. 31, 2015 | $ 385,553 | $ 385,670 | $ (118) | $ 0 | $ 1 |
Increase (Decrease) in Shareholders' Equity | |||||
Cash distributions to common unitholders – Affiliates | (27,633) | (27,633) | |||
Cash distributions to common unitholders – Non-affiliates | (41,956) | (41,956) | |||
Share-based compensation – Affiliates | (1) | $ (1) | |||
Issuance of common units for the merger consideration (in units) | 40,155 | ||||
Issuance of common units for the merger consideration | 335,693 | $ 335,693 | |||
Purchase of CVR Nitrogen common units associated with a business combination | 4,564 | 4,564 | |||
Contribution from affiliates | 507 | 507 | |||
Purchase of noncontrolling interest | (5,000) | 71 | (5,071) | ||
Net loss | (26,938) | $ (26,938) | |||
Other comprehensive income | 118 | 118 | |||
Balance (in units) at Dec. 31, 2016 | 113,283 | ||||
Balance at Dec. 31, 2016 | 624,907 | $ 624,906 | 0 | 0 | 1 |
Increase (Decrease) in Shareholders' Equity | |||||
Cash distributions to common unitholders – Affiliates | (778) | (778) | |||
Cash distributions to common unitholders – Non-affiliates | (1,488) | (1,488) | |||
Net loss | (72,788) | $ (72,788) | |||
Balance (in units) at Dec. 31, 2017 | 113,283 | ||||
Balance at Dec. 31, 2017 | 549,853 | $ 549,852 | 0 | 0 | 1 |
Increase (Decrease) in Shareholders' Equity | |||||
Net loss | (50,027) | $ (50,027) | |||
Balance (in units) at Dec. 31, 2018 | 113,283 | ||||
Balance at Dec. 31, 2018 | $ 499,826 | $ 499,825 | $ 0 | $ 0 | $ 1 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (50,027) | $ (72,788) | $ (26,938) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 71,575 | 73,986 | 58,246 |
Amortization of deferred financing costs and original issue discount | 3,333 | 3,046 | 1,746 |
Amortization of debt fair value adjustment | 0 | 0 | 1,250 |
Loss on asset disposals | 390 | 70 | 220 |
Loss on debt extinguishment | 0 | 0 | 4,862 |
Share-based compensation | 3,017 | 3,021 | 2,786 |
Other adjustments | 1,690 | 2,425 | 2,359 |
Changes in assets and liabilities: | |||
Accounts receivable | (6,698) | 4,087 | 2,185 |
Inventories | (8,670) | 59 | 29,087 |
Prepaid expenses and other current assets | (1,200) | 1,142 | 2,409 |
Other long-term assets | 816 | 1,051 | (1,383) |
Accounts payable | 5,215 | (2,315) | 5,795 |
Deferred revenue | 10,828 | 904 | (20,395) |
Accrued expenses and other current liabilities | 1,362 | (4,969) | (17,519) |
Other assets and liabilities | 603 | 681 | 259 |
Net cash provided by operating activities | 32,234 | 10,400 | 44,969 |
Cash flows from investing activities: | |||
Capital expenditures | (19,806) | (14,556) | (23,231) |
Acquisition of East Dubuque Facility, net of cash acquired | 0 | 0 | (63,869) |
Other investing activity | 175 | 0 | 0 |
Net cash used in investing activities | (19,631) | (14,556) | (87,100) |
Cash flows from financing activities: | |||
Principal payment on related party credit facility | 0 | 0 | (300,000) |
Proceeds on related party credit facility | 0 | 0 | 300,000 |
Payment of financing costs | 0 | 0 | (10,688) |
Proceeds on issuance of 2023 Notes, net of original issue discount | 0 | 0 | 628,869 |
Contribution from affiliate | 0 | 0 | 507 |
Cash distributions to common unitholders – Affiliates | 0 | (778) | (27,633) |
Cash distribution to common unitholders – Non-affiliates | 0 | (1,488) | (41,956) |
Purchase of noncontrolling interest, net of issuance costs | 0 | 0 | (5,000) |
Net cash provided by (used in) financing activities | 0 | (2,266) | 47,759 |
Net increase (decrease) in cash and cash equivalents | 12,603 | (6,422) | 5,628 |
Cash and cash equivalents, beginning of period | 49,173 | 55,595 | 49,967 |
Cash and cash equivalents, end of period | 61,776 | 49,173 | 55,595 |
2021 Notes | |||
Cash flows from financing activities: | |||
Principal and premium payments on long-term debt | 0 | 0 | (322,240) |
CRNF Credit Facility | |||
Cash flows from financing activities: | |||
Principal and premium payments on long-term debt | 0 | 0 | (125,000) |
Revolving credit facility | |||
Cash flows from financing activities: | |||
Principal and premium payments on long-term debt | $ 0 | $ 0 | $ (49,100) |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. 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”). As used in these financial statements, references to CVR Partners and the Partnership may refer to consolidated subsidiaries of CVR Partners or one or both of the facilities, as the context may require. Both facilities manufacture ammonia and are able to further upgrade to other nitrogen fertilizer products, principally urea ammonium nitrate (“UAN”). Nitrogen fertilizer is used by farmers to improve the yield and quality of their crops, primarily corn and wheat. The Partnership’s product sales are sold on a wholesale basis in the United States of America. As of December 31, 2018 and 2017 , 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 general partner interest held by CVR GP, LLC (“CVR GP” or the “general partner”). As of December 31, 2018 and 2017 , Icahn Enterprises L.P. (“IEP”) and its affiliates owned approximately 71% and 82% , respectively, of the shares of CVR Energy. CVR GP manages and operates the Partnership. Common unitholders have only limited voting rights on matters affecting the Partnership. In addition, common unitholders have no right to elect the general partner’s directors on an annual or continuing basis. The Partnership is operated by a combination of the general partner’s senior management team and CVR Energy’s senior management team pursuant to a services agreement among CVR Energy, CVR GP and the Partnership. The various rights and responsibilities of the Partnership’s partners are set forth in the Partnership’s limited partnership agreement. The Partnership also is party to a number of agreements with CVR Energy and its subsidiaries, including CVR GP, to manage certain business relations between the Partnership and the other parties thereto. See Note 9 ("Related Party Transactions") for further discussion. Partners’ Capital and Distributions At both December 31, 2018 and 2017, 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. 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 are 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 is determined by the board of directors of the general partner following the end of such quarter. For the fourth quarter of 2018, the Partnership, upon approval by CVR GP’s board of directors on February 20, 2019, declared a distribution of $ 0.12 per common unit, or $14.1 million million, payable on March 11, 2019 to unitholders of record as of March 4, 2019. Of this amount, CRLLC will receive approximately $ 5 million with remaining amount payable to public unitholders. For the years ended December 31, 2017 and 2016, the Partnership paid distributions totaling $0.02 and $0.71 per common unit, or $2.3 million and $69.6 million , respectively. Of these distributions, CRLLC received a total of $28.4 million . Subsequent Events The Partnership evaluated subsequent events, if any, that would require an adjustment to the Partnership’s consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of the consolidated financial statements. Where applicable, the notes to these consolidated financial statements have been updated to discuss all significant subsequent events which have occurred. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Principles of Consolidation The accompanying partnership consolidated financial statements, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), include the accounts of CVR Partners and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Use of Estimates We prepare our consolidated financial statements in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We review our estimates on an ongoing basis, based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and on deposit and investments in highly liquid money market accounts and debt instruments with original maturities of three months or less. Accounts Receivable Our receivables primarily consist of customer accounts receivable recorded at the invoiced amounts and generally do not bear interest. Also included within Accounts Receivable are unbilled fixed price contracts recognized with the adoption of ASC 606 (defined below) as discussed further within the “Recent Accounting Pronouncements - Adoption of Revenue Recognition Standard” section to this note below. Allowances for doubtful accounts are generally recorded when it becomes probable the receivable will not be collected and is booked to bad debt expense. The largest concentration of credit for the top three customers was approximately 25% and 16% , respectively, of the accounts receivable balance at December 31, 2018 and 2017 . Inventories Inventories consist of fertilizer products which are valued at the lower of first-in, first-out (“FIFO”) cost, or net realizable value. Inventories also include raw materials (primarily gauze, natural gas and pet coke) and parts and supplies that are valued at the lower of moving-average cost, which approximates FIFO, or net realizable value. The cost of inventories includes inbound freight costs. Inventories consisted of the following: December 31, (in thousands) 2018 2017 Finished goods $ 25,137 $ 13,594 Raw materials 4,330 5,405 Parts and supplies 34,087 34,170 Total inventories $ 63,554 $ 53,169 At December 31, 2018 and 2017 , inventories on the Consolidated Balance Sheets include depreciation of approximately $5.7 million and $3.5 million , respectively. Certain reclassifications have been made on the Consolidated Balance Sheets to reclassify precious metals from Inventory to the Property, Plant and Equipment financial statement line item in the amount of $1.1 million as of December 31, 2018. The prior year balance of $0.9 million has been reclassified to conform with current year presentation. Property, Plant, and Equipment Additions to property, plant and equipment, including capitalized interest and certain costs allocable to construction and property purchases, are recorded at cost. Expenditures for improvements that increase economic benefit or returns and/or extend useful life are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of depreciable assets. The lives used in computing depreciation for significant asset classes are as follows: Asset Range of Useful Lives, in Years Land improvements 30 Buildings 20 to 30 Machinery and equipment 5 to 30 Other 5 to 30 Property, plant and equipment consisted of the following: December 31, (In millions) 2018 2017 Land and improvements $ 13,250 $ 13,092 Buildings 17,116 16,990 Machinery and equipment 1,362,965 1,352,573 Other 34,652 29,029 1,427,983 1,411,684 Less: Accumulated depreciation 412,743 341,230 Total Property, plant and equipment, net $ 1,015,240 $ 1,070,454 Leasehold improvements and assets held under capital leases are depreciated or amortized on the straight-line method over the shorter of the contractual lease term or the estimated useful life of the asset. Expenditures for routine maintenance and repair costs are expensed when incurred. Such expenses are reported in direct operating expenses in the Partnership’s Consolidated Statements of Operations. Deferred Financing Costs Lender and other third-party costs associated with debt issuances are deferred and amortized to interest expense and other financing costs using the effective-interest method over the life of the debt. Deferred financing costs related to line-of-credit arrangements are amortized using the straight-line method through the termination date of the facility. The deferred financing costs are included net within long-term debt and in other long-term assets for the line-of-credit arrangements where no debt balance exists. Impairment of Long-Lived Assets The Partnership reviews long-lived assets (excluding goodwill, intangible assets with indefinite lives, and deferred tax assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized for the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of their carrying value or fair value less cost to sell. Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired less liabilities assumed. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired. The Partnership uses November 1 of each year as its annual valuation date for its goodwill impairment test. The Partnership performed its annual impairment review of goodwill for 2018 , 2017 and 2016 and concluded there were no impairments. For the period ended December 31, 2017, the fair value of the Coffeyville reporting unit exceeded its carrying value by approximately 12% based upon the results of the Partnerships goodwill impairment test. For the period ended December 31, 2018, due to improved market conditions and financial forecasts, the amount by which fair value exceeds the carrying value for the Coffeyville Fertilizer Facility reporting unit is significant. Contingencies In the ordinary course of business, CVR Partners may become party to lawsuits, administrative proceedings and governmental investigations, including environmental, regulatory and other matters. The outcome of these matters cannot always be predicted accurately, but the Partnership accrues liabilities for these matters if the Partnership has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. Environmental Matters The Partnership is subject to various stringent federal, state, and local EHS rules and regulations. Liabilities related to future remediation costs of past environmental contamination of properties are recognized when the related costs are considered probable and can be reasonably estimated. Estimates of these costs are based upon currently available facts, internal and third-party assessments of contamination, available remediation technology, site-specific costs, and currently enacted laws and regulations. In reporting environmental liabilities, no offset is made for potential recoveries. Loss contingency accruals, including those for environmental remediation, are subject to revision as further information develops or circumstances change and such accruals can take into account the legal liability of other parties. Management periodically reviews and, as appropriate, revises its environmental accruals. Environmental expenditures for capital assets are capitalized at the time of the expenditure when such costs provide future economic benefits. As of December 31, 2018 and 2017, no liabilities have been recognized for environmental remediation matters as no matters have been identified that are considered to be probable or estimable. Revenue Recognition We recognize revenue based on consideration specified in contracts or agreements with customers when we satisfy our performance obligations by transferring control over products or services to a customer. The adoption of ASC 606, described below resulted in the recognition of deferred revenue which represents customer prepayments under contracts that guarantee a price and supply of nitrogen fertilizer product in quantities expected to be delivered in the normal course of business. Other accounting policies relevant to revenue include: • Excise and other taxes collected from customers and remitted to governmental authorities are excluded from reported revenues; • Non-monetary product exchanges and certain buy/sell transactions which are entered into in the normal course of business are included on a net cost basis in operating expenses on the Consolidated Statements of Operations; and • Pass-through finished goods delivery costs reimbursed by customers are reported in net sales, while an offsetting expense is included in cost of materials and other. Cost Classifications Cost of materials and other consist primarily of freight and distribution expenses, feedstock expenses, purchased ammonia and purchased hydrogen. Direct operating expenses (exclusive of depreciation and amortization) consist primarily of energy and other utility costs, direct costs of labor, property taxes, plant-related maintenance services, including turnaround, and environmental and safety compliance costs as well as catalyst and chemical costs. Each of these financial statement line items are also impacted by changes in inventory balances. Direct operating expenses also include allocated share-based compensation from CVR Energy and its subsidiaries, as discussed in Note 7 (“Share-Based Compensation”). Selling, general and administrative expenses consist primarily of legal expenses, treasury, accounting, marketing, human resources, information technology and maintaining the corporate and administrative offices in Texas and Kansas. Certain reclassifications have been made within the Consolidated Statements of Operations and other financial statement line items related to business interruption insurance recoveries. Prior year balances have been reclassified to conform with the current year presentation. Turnaround Expenses The direct-expense method of accounting is used for turnaround activities. Turnarounds represent major maintenance activities that require for the shutdown of significant parts of a plant to perform necessary inspection, cleaning, repairs and replacements of assets. Planned turnaround activities for the nitrogen plant generally occur every two to three years . Costs associated with these turnaround activities were included in direct operating expenses (exclusive of depreciation and amortization) in the Consolidated Statements of Operations. Costs incurred for routine repairs and maintenance or unplanned outages at the two facilities are expensed as incurred. The Coffeyville Facility underwent a full facility turnaround in the second quarter of 2018 at a cost of approximately $6.4 million . The East Dubuque Facility completed major turnarounds in the third quarter of 2017 and the second quarter of 2016 at a cost of approximately $2.6 million and $6.6 million , respectively. Share-Based Compensation The Company accounts for share-based compensation in accordance with ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). Currently, all of the Company’s share-based compensation awards are liability-classified and are measured at fair value at the end of each reporting period based on the applicable closing unit price. Compensation expense will fluctuate based on changes in the applicable unit price value and expense reversals resulting from employee terminations prior to award vesting. See Note 7 ("Share-Based Compensation") for further discussion. Income Taxes CVR Partners accounts for income taxes utilizing the asset and liability approach. Under this method, deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred amounts are measured using enacted tax rates expected to apply to taxable income in the year those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Allocation of Costs CVR Energy and its subsidiaries provide a variety of services to the Partnership, including cash management and financing services, employee benefits provided through CVR Energy’s benefit plans, administrative services provided by CVR Energy’s employees and management, insurance and office space leased in CVR Energy’s headquarters building. As such, the accompanying consolidated financial statements include costs that have been incurred by CVR Energy on behalf of the Partnership. These amounts incurred by CVR Energy are then billed or allocated to the Partnership and are classified on the Consolidated Statements of Operations as either direct operating expenses (exclusive of depreciation and amortization) or as selling, general and administrative expenses. See Note 9 ("Related Party Transactions") for a detailed discussion of the billing procedures and the basis for calculating the charges for specific products and services. Recent Accounting Pronouncements - Adoption of Revenue Recognition Standard On January 1, 2018, the Partnership adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) using the modified retrospective method applied to contracts which were not completed as of January 1, 2018. The standard was applied prospectively and the comparative information for 2017 has not been restated and continues to be reported under the accounting standards in effect for the prior period. The Partnership did not identify any material differences in its existing revenue recognition methods that require modification under the new standard and, as such, a cumulative effect adjustment of applying the standard using the modified retrospective method was not recorded. The adoption of ASC 606 resulted in changes to how the Partnership accounts for prepaid contracts. Prior to the adoption of ASC 606, deferred revenue was recorded upon customer prepayment, however, under the new revenue standard, deferred revenue and an associated receivable is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional. Due to this change, the adoption of ASC 606 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 of the Partnership were $34.3 million and $31.2 million , respectively, as of January 1, 2018. The following table displays the effect of the change in accounting for prepaid contracts to the Consolidated Balance Sheet as of December 31, 2018. The Partnership’s Consolidated Statement of Operations and Consolidated Statement of Cash Flows were not impacted by the adoption of ASC 606 for the period ended December 31, 2018. (in thousands) December 31, 2018 As Reported Balances without adoption of ASC 606 Effect of change Assets Accounts Receivable 61,662 16,581 45,081 Liabilities Deferred Revenue $ 68,804 $ 23,723 $ 45,081 Recent Accounting Pronouncements - New Accounting Standards Issued But Not Yet Implemented In February 2016, the FASB issued ASU No. 2016-02, “ Leases ” (“ASU 2016-02”), creating a new topic, FASB ASC Topic 842, “Leases” (“ Topic 842 ”) , 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 of the underlying asset for the lease term on the balance sheet. Quantitative and qualitative disclosures, including disclosures regarding significant judgments made by management, will be required. Topic 842 was adopted as of January 1, 2019 electing the option to apply the transition provisions at the adoption date instead of the earliest comparative period presented in the financial statements. In connection with the adoption of ASC 842, the following elections were made in the application of Topic 842: • Under the short-term lease exception provided for in the standard, ROU assets and related lease liabilities for leases with a term greater than one year were and will be recognized; • The accounting treatment for existing land easements was carried forward; • Lease and non-lease components were and will not be bifurcated for all of the Partnership’s asset groups; and • The portfolio approach was and will be used in the selection of the discount rate used to calculate minimum lease payments and the related ROU asset and operating lease liability amounts. Adoption of Topic 842 resulted in the recording of additional ROU assets and lease liabilities of approximately $14.3 million , as of January 1, 2019. The standard will not materially affect the Partnership’s consolidated net earnings or cash flows. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). This ASU addresses customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract and also adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This standard is effective for the Partnership beginning January 1, 2020 with early adoption permitted. The amendments in this standard can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Partnership is evaluating the effect of adopting this new accounting guidance on its consolidated financial statements, but does not expect adoption will have a material impact on the Partnership’s consolidated financial position or results of operations. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820). The ASU eliminates such disclosures as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. Certain disclosures are required to be applied on a retrospective basis and others on a prospective basis. This standard is effective for the Partnership beginning January 1, 2020, with early adoption permitted. The Partnership is evaluating the effect of adopting this new accounting guidance, but does not expect adoption will have a material impact on the Partnership’s disclosures. |
East Dubuque Facility Acquisiti
East Dubuque Facility Acquisition | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
East Dubuque Facility Acquisition | (3) East Dubuque Facility Acquisition On April 1, 2016, the Partnership acquired the East Dubuque Facility as part of the Agreement and Plan of Merger, dated as of August 9, 2015 (the “East Dubuque Merger”). The Partnership accounted for the East Dubuque Merger as an acquisition of a business with CVR Partners as the acquirer. The aggregate merger consideration was approximately $802.4 million , including the fair value of CVR Partners common units issued of $335.7 million , cash consideration of $99.2 million and $367.5 million fair value of assumed debt. From the date of acquisition, the East Dubuque Facility’s operations contributed net sales of $128.0 million and an operating loss of $1.2 million to the Consolidated Statement of Operations for the year ended December 31, 2016. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | (4) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities were as follows: December 31, (in thousands) 2018 2017 Share-based compensation 2,667 3,928 Personnel accruals 7,993 7,533 Accrued interest 2,516 2,683 Other accrued expenses and liabilities 10,890 5,538 Total accrued expenses and other current liabilities $ 24,066 $ 19,682 Accrued expenses and other current liabilities include accrued amounts owed by the Partnership to CVR Energy under the shared services agreement and affiliate balances of $3.5 million and $4.7 million at December 31, 2018 and December 31, 2017 , respectively. Refer to Note 9 ("Related Party Transactions") for additional discussion. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | (5) Long-Term Debt December 31, (in thousands) 2018 2017 9.25% Senior Secured Notes due June 2023 (a) $ 645,000 $ 645,000 6.50% Senior Notes due April 2021 2,240 $ 2,240 Unamortized discount and debt issuance costs (b) (18,251 ) (21,336 ) Total CVR Partners Debt $ 628,989 $ 625,904 _______________________________________ (a) The estimated fair value of total long-term debt outstanding was approximately $670.8 million and $694.2 million as of December 31, 2018 and December 31, 2017 , respectively. 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. (b) For the year ended December 31, 2018 , 2017 and 2016 , amortization of the discount on debt and amortization of deferred financing costs reported as interest expense, net totaled approximately $3.3 million , $3.0 million , and $1.7 million , respectively. Credit Facilities Outstanding (in thousands) Total Capacity Amount Borrowed as of December 31, 2018 Outstanding Letters of Credit Available Capacity as of December 31, 2018 Maturity Date Asset Based (ABL) Credit Facility (a) $ 50,000 $ — $ — $ 50,000 September 30, 2021 _____________________________________ (a) At the option of the borrowers, loans under the asset based 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. Asset Based (ABL) Credit Facility On September 30, 2016 , CVR Partners entered into a senior secured asset based revolving credit facility (the “ABL Credit Facility”) with a group of lenders and UBS AG (“UBS”), as administrative agent and collateral agent. The ABL Credit Facility has an aggregate principal amount of availability of up to $50.0 million with an incremental facility, which permits an increase in borrowings of up to $25.0 million in the aggregate subject to additional lender commitments and certain other conditions. The ABL Credit Facility is scheduled to mature on September 30, 2021. The Company is in compliance with all covenants of the ABL credit facilities and the senior notes as of December 31, 2018 . |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | (6) Revenue On January 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) using the modified retrospective method applied to contracts which were not completed as of January 1, 2018. The standard was applied prospectively and the comparative information for 2017 has not been restated and continues to be reported under the accounting standards in effect for the prior period. The Company did not identify any material differences in its existing revenue recognition methods that required modification under the new standard and, as such, a cumulative effect adjustment of applying the standard using the modified retrospective method was not recorded. The following tables present the Partnership’s revenue disaggregated by product. (in thousands) Year Ended December 31, 2018 Ammonia $ 66,254 UAN 222,329 Other urea products 20,633 Fertilizer sales, exclusive of freight 309,216 Freight revenue 33,567 Other revenue 8,299 Total net sales $ 351,082 CVR Partners 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 nitrogen fertilizer segment 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 nitrogen fertilizer business’ manufacturing facilities, at one of the Partnership’s off-site loading facilities, or at the customer’s designated facility. Freight revenue recognized by the nitrogen fertilizer segment represents the pass-through finished goods delivery costs incurred prior to customer acceptance and is reimbursed by customers. An offsetting expense for freight 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, no specific warranty reserve is recorded as activities related to such warranty, if any, are considered to be a separate performance obligation. CVR Partners has an immaterial amount of variable consideration for contracts with an original duration of less than a year. A small portion of the nitrogen fertilizer business’ 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. CVR Partners has an immaterial amount of 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. Remaining performance obligations As of December 31, 2018, CVR Partners had approximately $10.7 million of remaining performance obligations for contracts with an original expected duration of more than one year. Approximately 45% of these performance obligations are expected to be recognized as revenue by the end of 2019 with an additional 27% by 2020 and the remaining balance thereafter. Contract balances 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. At December 31, 2018, $45.1 million of the Deferred Revenue balance pertained to prepaid contracts where the associated receivable was recognized as it had not yet been collected by the Partnership. Refer to Note 2 ("Summary of Significant Accounting Policies", “Recent Accounting Pronouncements - Adoption of Revenue Recognition Standards” for a further discussion of the Deferred revenue recognized upon adoption of ASC 606. A summary of CVR Partners’ deferred revenue activity during the year ended December 31, 2018 is presented below: (in thousands) Year Ended December 31, 2018 Balance at January 1, 2018 $ 34,270 Add: New prepay contracts entered into during the period, net of adjustments (1) 91,553 Less: Revenue recognized that was included in the contract liability balance at the beginning of the period 33,845 Revenue recognized related to contracts entered into during the period 23,174 Balance at December 31, 2018 $ 68,804 (1) Includes prepaid contracts of $52.4 million where the payment was collected. Major Customers CVR Partners has two customers who comprise 20% , 16% , and 20% of net sales for the years ended December 31, 2018, 2017, and 2016, respectively. One of these customers comprises 14% , 11% , and 10% of net sales for the same periods, respectively. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | (7) Share-Based Compensation CVR Partners’ Phantom Unit Awards CVR Partners has a Long-Term Incentive Plans (“LTIP”) which permits the granting of options, stock and unit appreciation rights (“SARs”), restricted shares, restricted stock units, phantom units, unit awards, substitute awards, other unit-based awards, cash awards, dividend and distribution equivalent rights, share awards and performance awards (including performance share units, performance units and performance-based restricted stock). As of December 31, 2018 , only phantom unit awards under the LTIP remained outstanding. Individuals who are eligible to receive awards and grants under the LTIP include the Company’s and Partnership’s employees, officers, consultants, advisors and directors. A summary of phantom unit award activity and changes under the CVR Partners LTIP during the years ended December 31, 2018 , 2017 and 2016 is presented below: (in thousands except per unit data) Units Weighted- Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested at December 31, 2016 771,786 $ 6.47 $ 4,638 Granted 780,372 3.48 Vested (340,730 ) 7.01 Forfeited (23,222 ) 6.49 Non-vested at December 31, 2017 1,188,206 $ 4.35 $ 3,897 Granted 724,639 3.77 Vested (465,328 ) 4.89 Forfeited (200,702 ) 4.17 Non-vested at December 31, 2018 1,246,815 $ 3.84 $ 4,239 Unrecognized compensation expense associated with the unvested phantom units at December 31, 2018 was approximately $3.3 million , which is expected to be recognized over a weighted average period of 1.7 years . Compensation expense recorded for the years ended December 31, 2018 , 2017 and 2016 related to the awards under the CVR Partners LTIP was approximately $1.9 million , $1.1 million , and $1.8 million , respectively. As of December 31, 2018 and 2017 , the Partnership had a liability of $0.5 million and $0.7 million , respectively, for cash settled non-vested phantom unit awards and associated distribution equivalent rights. For the year ended December 31, 2018 , 2017 and 2016 , the Partnership paid cash of $1.7 million , $1.4 million , and $2.1 million , respectively, to settle liability-classified awards upon vesting. Incentive Unit Awards — CVR Energy CVR Energy grants awards of incentive units and dividend and distribution equivalent rights to certain of its employees and those of its subsidiaries, including CVR GP, who provide shared services for CVR Energy and its subsidiaries, including the Partnership. Costs related to these incentive unit awards are allocated to the Partnership based on time spent on Partnership business. As of December 31, 2018 and 2017 , the Partnership had a liability related to these incentive unit awards of $0.4 million and $0.7 million , respectively, which were recorded in accrued expenses and other current liabilities. For the years ended December 31, 2018 , 2017 and 2016 , the Partnership reimbursed CVR Energy $0.8 million , $1.0 million , and $0.5 million , respectively, for its allocated portion of the incentive unit award payments. Total compensation expense for the years ended December 31, 2018 , 2017 and 2016 related to the incentive units was $0.5 million , $1.4 million and $0.4 million , respectively. Performance Unit Awards In connection with an employment agreement dated November 1, 2017, the Partnership’s executive chairman received two performance unit awards: (1) A performance unit award was granted for the performance cycle from January 1, 2018 to December 31, 2018 (the “2018 Performance Unit Award”) that vests and is payable in February 2019. Compensation cost for the 2018 Performance Unit Agreement of $0.2 million was allocated to the Partnership. As of December 31, 2018, the Partnership had liabilities of $0.2 million , for its allocated portion of the 2018 Performance Unit Award Agreement, which is recorded in accrued expenses and other current liabilities on the associated Balance Sheets. The Partnership will be responsible for reimbursing CVR Energy for its allocated portion of the performance unit award. (2) Additionally, on November 1, 2017, CVR Energy entered into a performance unit award agreement (the “2017 Performance Unit Award Agreement”) with our executive chairman representing 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 day trading period from January 4, 2022 to February 15, 2022 is equal to or greater than $60 per share. Compensation cost of $0.4 million was recognized during the year ended December 31, 2018. As of December 31, 2018 , the Partnership had an outstanding liability of $0.4 million , which is recorded in accrued expense and other current liabilities on the Consolidated Balance Sheet. At December 31, 2018 , there was approximately $1.1 million of total unrecognized compensation costs related to the 2017 Performance Unit Award Agreement to be recognized over 3 years . Other Benefit Plans CVR Energy sponsors and administers two defined contribution 401(k) plans, the CVR Energy 401(k) Plan and the CVR Energy 401(k) Plan for Represented Employees (the “Plans”), in which employees of the general partner, CVR Partners and its subsidiaries may participate. Participants in the Plans may elect to contribute a designated percentage of their eligible compensation in accordance with the Plans, subject to statutory limits. CVR Partners provides a matching contribution of 100% of the first 6% of eligible compensation contributed by participants. Participants in both Plans are immediately vested in their individual contributions. The Plans provide for a three -year vesting schedule for the Partnership’s matching contributions and contain a provision to count service with predecessor organizations. The Partnership’s contributions under the Plans were approximately $1.8 million , $1.6 million , and $1.2 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (8) Commitments and Contingencies Leases and Supply Commitments The minimum required payments for operating leases and unconditional purchase obligations, including the natural gas purchases outlined above, are as follows: (in thousands) Operating Leases Unconditional Purchase Obligations Year Ending December 31, 2019 $ 4,516 $ 29,153 2020 3,619 8,597 2021 3,430 6,951 2022 3,138 7,110 2023 1,133 5,614 Thereafter 748 44,058 $ 16,584 $ 101,483 Leases - The Partnership leases railcars and facilities under long-term operating leases. Lease expense is included in cost of materials and other for the years ended December 31, 2018, 2017 and 2016 and totaled approximately $5.7 million , $5.2 million and $5.2 million , respectively. Supply Commitments - The Partnership is a party to various supply agreements with both related and third parties which commit the Partnership to purchase minimum volumes of hydrogen, oxygen, nitrogen, petroleum coke (“pet coke”), and natural gas to run its plants’ operations. The Partnership is also party to a natural gas supply agreement with a third party that renews annually. Natural gas expense is included in cost of materials and other and direct operating expenses for the years ended December 31, 2018, 2017 and 2016 totaled approximately $42.4 million , $40.1 million , and $26.4 million , respectively. The Coffeyville Facility has a hydrogen purchase and sale agreement with CVR Energy’s Coffeyville refinery, pursuant to which it agrees to pay a monthly fixed fee. Additionally, the Coffeyville Facility purchases pet coke under a coke supply agreement. See Note 9 ("Related Party Transactions") for further discussion of and amounts incurred for the hydrogen purchase and sale agreement and pet coke supply agreement. The Coffeyville Facility is also party to the Amended and Restated On-Site Product Supply Agreement with a third party, pursuant to which, it is required to take as available and pay for the supply of oxygen and nitrogen to the plant. This agreement expires in 2020. Expenses associated with this agreement are included in direct operating expenses (exclusive of depreciation and amortization), and, for the years ended December 31, 2018 , 2017 and 2016 , totaled approximately $3.8 million , $4.2 million , and $3.9 million , respectively. In addition to the related party coke supply agreement, the Coffeyville Facility has a pet coke supply agreement with a third party to purchase 300,000 tons of pet coke at a fixed price through the end of term, ending in December 2019. The Coffeyville Facility has historically purchased third-party pet coke based on spot purchases and supply agreements in place at the time. The delivered cost of third-party pet coke purchases is included in cost of materials and other and totaled approximately $4.8 million , $4.0 million , and $4.9 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. The East Dubuque Facility has a utility service agreement with a third-party energy cooperative. The term of this agreement ends in 2019 and includes certain charges on a take-or-pay basis. The cost of utilities, including natural gas purchases, is included in direct operating expenses (exclusive of depreciation and amortization) and amounts associated with this agreement totaled approximately $10.6 million and $10.4 million for the years ended December 31, 2018 and 2017 , respectively, and approximately $6.8 million for the post-acquisition period ended December 31, 2016 . Contingencies Business Interruption Recovery - In 2018, CVR Partners submitted a business interruption claim for losses under its insurance policies, related to damage and resulting reduced equipment production rates experienced during the second half of 2017 and early 2018 at its Coffeyville Facility. On December 13, 2018, the Partnership signed a Claim Settlement and Release Agreement with the underwriters of the insurance policy for total consideration to be paid by the underwriters to the Partnership of approximately $6.1 million , payable by the underwriters on December 28, 2018. Approximately $5.0 million was received by the Partnership prior to year end and recorded as Other Income within the Consolidated Statement of Operations. The remaining amount of approximately $1.1 million was recorded as Accounts Receivable as of December 31, 2018 and was subsequently collected in January 2019. Property Tax Matter - In 2008, the Partnership protested the reclassification and reassessment by Montgomery County, Kansas (the “County”) of the Partnership’s Coffeyville nitrogen fertilizer plant following expiration of its ten -year property tax abatement that expired on December 31, 2007, which reclassification and reassessment resulted in an increase in the Partnership’s annual property tax expense in excess of $10 million per year for the 2008 through 2012 tax years. Despite its protest, the Partnership fully accrued and paid these property taxes. In February 2013, the County and the Partnership agreed to a settlement for tax years 2009 through 2012 which resulted in decreased property taxes through 2017, leaving 2008 in dispute. In 2013, the Kansas Court of Appeals overturned an adverse ruling of the Kansas Board of Tax Appeals (“BOTA”) and instructed BOTA to classify each of the Coffeyville nitrogen fertilizer plant’s asset on an asset-by-asset basis. In March 2015, BOTA concluded its classification and determined a substantial majority of the Coffeyville nitrogen fertilizer plant’s assets in dispute were personal property for the 2008 tax year. In September 2018, the Kansas Court of Appeals upheld BOTA’s property tax determinations in the Partnership’s favor. In October 2018, the County petitioned the Kansas Supreme Court to review the Court of Appeals determination. Subsequent briefs were filed by the Partnership and the County. The Kansas Supreme Court has not yet ruled on whether it will hear the County’s appeal. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (9) Related Party Transactions Related Party Agreements Activity associated with the Partnership’s related party arrangements for the years ended December 31, 2018 , 2017 , and 2016 is summarized below: Sales to related parties Year Ended December 31, (in thousands) Related Party 2018 2017 2016 Net sales Feedstock and Shared Services agreement CRRM (1) $ 371 $ 405 $ 3,165 Expenses from related parties Year Ended December 31, (in thousands) Related Party 2018 2017 2016 Cost of materials and other Feedstock and Shared Services agreement CRRM $ — $ — $ 204 Coke Supply Agreement CRRM 2,630 1,985 2,088 Hydrogen Purchase and Sale Agreement CRRM 4,218 4,167 — Direct operating expenses Services Agreement CVR Energy $ 2,990 $ 3,061 $ 3,583 Limited Partnership Agreement CVR GP 756 580 725 Selling, general and administrative expenses Services Agreement CVR Energy $ 14,157 $ 12,924 $ 11,761 Limited Partnership Agreement CVR GP 2,419 2,691 3,229 Amounts due to related parties Year Ended December 31, (In thousands) Related Party 2018 2017 Accounts payable Feedstock and Shared Services Agreement CRRM $ 1,106 $ 1,020 Hydrogen Purchase and Sale Agreement CRRM 324 324 Services Agreement CVR Energy 1,372 771 Accrued expenses and other current liabilities Limited Partnership Agreement CVR GP $ 1,179 $ 1,521 Services Agreement CVR Energy 2,352 3,221 _____________________________ (1) “CRRM” is Coffeyville Resources Refining and Marketing, LLC, an indirect wholly-owned subsidiary of CVR Energy. Feedstock and Shared Services Agreement The Coffeyville Facility operates under 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 refinery and the Coffeyville Facility. The agreement has an initial term of 20 years , ending in 2031, which will be automatically extended for successive five -year renewal periods. Either party may terminate the agreement, effective upon the last day of a term, by giving notice no later than three years prior to a renewal date. Coke Supply Agreement The Coffeyville Facility purchases pet coke from CVR Energy’s Coffeyville refinery under a coke supply agreement, which provides that CRRM must deliver, and the Coffeyville Facility must purchase, during each calendar year an annual required amount of pet coke equal to the lesser of (i) 100 percent of the pet coke or (ii) 500,000 tons of pet coke (the “Coke Supply Agreement”). If during a calendar month, more than 41,667 tons of pet coke is produced and available for purchase, then the Coffeyville Facility will have the option to purchase the excess at the purchase price provided for in the agreement. If the option is declined, CRRM may sell the excess to a third party. The Partnership’s Coffeyville Facility obtains a significant amount ( 70% on average during last five years, 2018 - 59% ) of the pet coke it needs from the Coke Supply Agreement. Any remaining pet coke needs are required to be purchased from a third party. See Note 8 (“Commitments and Contingencies”) for further discussion of third-party pet coke supply commitments. The price paid pursuant to the Coke Supply Agreement is based on the lesser of a pet coke price derived from the price received for UAN (the “UAN-based Price”) or a pet coke price index. The UAN-based Price begins with a pet coke price of $25 per ton based on a price per ton for UAN that excludes transportation cost (“netback price”) of $205 per ton, and adjusts up or down $0.50 per ton for every $1.00 change in the netback price. The UAN-based price has a ceiling of $40 per ton and a floor of $5 per ton. The Coke Supply Agreement has an initial term of 20 years, ending in 2027, which will be automatically extended for successive five -year renewal periods. Either party may terminate the agreement by giving notice no later than three years prior to a renewal date. The agreement is also terminable by mutual consent of the parties or if a party breaches the agreement and does not cure within applicable cure periods. Additionally, the agreement may be terminated in some circumstances if substantially all of the operations at the Coffeyville Facility or CVR Energy’s Coffeyville refinery are permanently terminated, or if either party is subject to a bankruptcy proceeding or otherwise becomes insolvent. Hydrogen Purchase and Sale Agreement The Coffeyville Facility and CRRM entered are parties 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 to the facility. The committed volume pricing is based on a monthly fixed fee (based on the fixed and capital charges associated with producing the committed volume) and a monthly variable fee (based on the natural gas price associated with hydrogen actually received). In the event the Coffeyville Facility fails to take delivery of the full committed volume in a month, the Partnership remains obligated to pay CRRM for the monthly fixed fee and the monthly variable fee based upon the actual hydrogen volume received, if any. In the event CRRM fails to deliver any portion of the committed volume for the applicable month for any reason other than planned repairs and maintenance, the Partnership will be entitled to a pro-rata reduction of the monthly fixed fee. The Partnership also has the option to purchase excess volume of up to 60,000 mscf per month, or more upon mutual agreement, from CRRM, if available for purchase. The agreement has an initial term of 20 years and will be automatically extended following the initial term for additional successive five -year renewal terms unless either party gives 180 days ‘ written notice. Certain fees under the agreement are subject to modification after this initial term. The agreement contains customary terms related to indemnification, as well as termination for breach, by mutual consent, or due to insolvency or cessation of operations. Limited Partnership Agreement The Partnership's general partner manages the Partnership’s operations and activities as specified in CVR Partners’ limited partnership agreement. The general partner of the Partnership, CVR GP, is managed by its board of directors. The partnership agreement provides that the Partnership will reimburse CVR GP 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. Services Agreement CVR Partners obtains certain management and other services from CVR Energy pursuant to a services agreement between the Partnership, CVR GP and CVR Energy. Under this agreement, the general partner has engaged CVR Energy to provide certain services, including the following, among others: • services from CVR Energy’s employees in capacities equivalent to the capacities of corporate executive officers, except that those who serve in such capacities under the agreement will serve the Partnership on a shared, part-time basis only, unless the Partnership and CVR Energy agree otherwise; • administrative and professional services, including legal, accounting, financial reporting, human resources, information technology, communications, insurance, tax, credit, finance, government and regulatory affairs; • recommendations on capital raising activities to the board of directors of the general partner, including the issuance of debt or equity interests, the entry into credit facilities and other capital market transactions; • managing or overseeing litigation and administrative or regulatory proceedings, establishing appropriate insurance policies for the Partnership, and providing safety and environmental advice; • recommending the payment of distributions; and • managing or providing advice for other projects, including acquisitions, as may be agreed by the general partner and CVR Energy from time to time. As payment for services provided under the agreement, the Partnership, its general partner or its subsidiaries must pay CVR Energy (i) all costs incurred by CVR Energy or its affiliates in connection with the employment of its employees who provide the Partnership services under the agreement on a full-time basis; (ii) a prorated share of costs incurred by CVR Energy or its affiliates in connection with the employment of its employees who provide the Partnership services under the agreement on a part-time basis, but excluding certain share-based compensation, and such prorated share shall be determined by CVR Energy on a commercially reasonable basis, based on the percentage of total working time that such shared personnel are engaged in performing services for the Partnership; (iii) a prorated share of certain administrative costs, including office costs, services by outside vendors, other sales, general and administrative costs and depreciation and amortization; and (iv) various other administrative costs in accordance with the terms of the agreement, including travel, insurance, legal and audit services, government and public relations and bank charges. For services performed in connection with the services agreement, the Partnership recognized personnel costs, excluding amounts related to share based compensation (disclosed in Note 7 (“Share-Based Compensation”)), of $6.6 million , $6.5 million , and $6.9 million , respectively, for the years ended December 31, 2018 , 2017 , and 2016 . GP Services Agreement We are a party to a GP Services Agreement by and among CVR GP and CVR Energy. This agreement allows CVR Energy to engage CVR GP, in its capacity as our general partner, to provide CVR Energy with (i) business development and related services and (ii) advice or recommendations for such other projects as may be agreed between the Partnership’s general partner and CVR Energy from time to time. As payment for certain specific services provided under the agreement, CVR Energy must pay a prorated share of costs incurred by us or our general partner in connection with the employment of the certain employees who provide CVR Energy services on a part-time basis, as determined by our general partner on a commercially reasonable basis based on the percentage of total working time that such shared personnel are engaged in performing services for CVR Energy. Railcar Lease Agreement and Maintenance The Partnership and CRRM entered into an agreement whereby CRRM subleases a total of 16 railcars at the Coffeyville Facility for use in its operations. This agreement is currently operating on an evergreen basis. CRRM’s lease payments to the Partnership equal the amounts owed to the lessor. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | (10) Supplemental Cash Flow Information Supplemental cash flow information related to income taxes, interest, and capital expenditures is as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Supplemental disclosures: Cash paid for income taxes, net of refunds (received) $ 26 $ (195 ) $ 14 Cash paid for interest 60,168 60,081 81,405 Non-cash investing and financing activities: Construction in progress additions included in accounts payable $ 889 $ 889 $ 3,871 Change in accounts payable related to construction in progress additions (1,031 ) (2,982 ) (1,134 ) |
Selected Quarterly Financial In
Selected Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information | (11) Selected Quarterly Financial Information Summarized quarterly financial data for the years ended December 31, 2018 and 2017 is as follows: Year Ended December 31, 2018 Quarter (in thousands) First Second Third Fourth Net sales $ 79,859 $ 93,197 $ 79,909 $ 98,118 Cost of materials and other (a) 22,469 19,139 19,590 27,263 Direct operating expenses (a) 38,669 47,465 35,334 37,851 Operating income (loss) (3,421 ) (790 ) 2,529 7,996 Net loss (19,051 ) (16,459 ) (13,146 ) (1,371 ) Basic and diluted loss per common unit $ (0.17 ) $ (0.15 ) $ (0.12 ) $ (0.01 ) Basic and diluted weighted-average common units outstanding 113,283 113,283 113,283 113,283 Year Ended December 31, 2017 Quarter (in thousands) First Second Third Fourth Net sales $ 85,321 $ 97,896 $ 69,393 $ 78,192 Cost of materials and other (a) 21,737 22,141 19,495 21,501 Direct operating expenses (a) 35,795 37,840 41,156 41,566 Operating income (loss) 5,348 12,198 (16,996 ) (10,828 ) Net loss (10,336 ) (3,445 ) (31,602 ) (27,405 ) Basic and diluted loss per common unit $ (0.09 ) $ (0.03 ) $ (0.28 ) $ (0.24 ) Basic and diluted weighted-average common units outstanding 113,283 113,283 113,283 113,283 _______________________________________ (a) Excludes depreciation and amortization expenses. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying partnership consolidated financial statements, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), include the accounts of CVR Partners and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates We prepare our consolidated financial statements in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We review our estimates on an ongoing basis, based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and on deposit and investments in highly liquid money market accounts and debt instruments with original maturities of three months or less. |
Accounts Receivable | Accounts Receivable Our receivables primarily consist of customer accounts receivable recorded at the invoiced amounts and generally do not bear interest. Also included within Accounts Receivable are unbilled fixed price contracts recognized with the adoption of ASC 606 (defined below) as discussed further within the “Recent Accounting Pronouncements - Adoption of Revenue Recognition Standard” section to this note below. Allowances for doubtful accounts are generally recorded when it becomes probable the receivable will not be collected and is booked to bad debt expense. |
Inventories | Inventories Inventories consist of fertilizer products which are valued at the lower of first-in, first-out (“FIFO”) cost, or net realizable value. Inventories also include raw materials (primarily gauze, natural gas and pet coke) and parts and supplies that are valued at the lower of moving-average cost, which approximates FIFO, or net realizable value. The cost of inventories includes inbound freight costs. |
Property, Plant, and Equipment | Property, Plant, and Equipment Additions to property, plant and equipment, including capitalized interest and certain costs allocable to construction and property purchases, are recorded at cost. Expenditures for improvements that increase economic benefit or returns and/or extend useful life are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of depreciable assets. The lives used in computing depreciation for significant asset classes are as follows: Asset Range of Useful Lives, in Years Land improvements 30 Buildings 20 to 30 Machinery and equipment 5 to 30 Other 5 to 30 Property, plant and equipment consisted of the following: December 31, (In millions) 2018 2017 Land and improvements $ 13,250 $ 13,092 Buildings 17,116 16,990 Machinery and equipment 1,362,965 1,352,573 Other 34,652 29,029 1,427,983 1,411,684 Less: Accumulated depreciation 412,743 341,230 Total Property, plant and equipment, net $ 1,015,240 $ 1,070,454 Leasehold improvements and assets held under capital leases are depreciated or amortized on the straight-line method over the shorter of the contractual lease term or the estimated useful life of the asset. Expenditures for routine maintenance and repair costs are expensed when incurred. Such expenses are reported in direct operating expenses in the Partnership’s Consolidated Statements of Operations. |
Deferred Financing Costs | Deferred Financing Costs Lender and other third-party costs associated with debt issuances are deferred and amortized to interest expense and other financing costs using the effective-interest method over the life of the debt. Deferred financing costs related to line-of-credit arrangements are amortized using the straight-line method through the termination date of the facility. The deferred financing costs are included net within long-term debt and in other long-term assets for the line-of-credit arrangements where no debt balance exists. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Partnership reviews long-lived assets (excluding goodwill, intangible assets with indefinite lives, and deferred tax assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized for the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of their carrying value or fair value less cost to sell. Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired less liabilities assumed. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired. The Partnership uses November 1 of each year as its annual valuation date for its goodwill impairment test. |
Contingencies | Contingencies In the ordinary course of business, CVR Partners may become party to lawsuits, administrative proceedings and governmental investigations, including environmental, regulatory and other matters. The outcome of these matters cannot always be predicted accurately, but the Partnership accrues liabilities for these matters if the Partnership has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. |
Environmental Matters | Environmental Matters The Partnership is subject to various stringent federal, state, and local EHS rules and regulations. Liabilities related to future remediation costs of past environmental contamination of properties are recognized when the related costs are considered probable and can be reasonably estimated. Estimates of these costs are based upon currently available facts, internal and third-party assessments of contamination, available remediation technology, site-specific costs, and currently enacted laws and regulations. In reporting environmental liabilities, no offset is made for potential recoveries. Loss contingency accruals, including those for environmental remediation, are subject to revision as further information develops or circumstances change and such accruals can take into account the legal liability of other parties. Management periodically reviews and, as appropriate, revises its environmental accruals. Environmental expenditures for capital assets are capitalized at the time of the expenditure when such costs provide future economic benefits. |
Revenue Recognition and Cost Classifications | Revenue Recognition We recognize revenue based on consideration specified in contracts or agreements with customers when we satisfy our performance obligations by transferring control over products or services to a customer. The adoption of ASC 606, described below resulted in the recognition of deferred revenue which represents customer prepayments under contracts that guarantee a price and supply of nitrogen fertilizer product in quantities expected to be delivered in the normal course of business. Other accounting policies relevant to revenue include: • Excise and other taxes collected from customers and remitted to governmental authorities are excluded from reported revenues; • Non-monetary product exchanges and certain buy/sell transactions which are entered into in the normal course of business are included on a net cost basis in operating expenses on the Consolidated Statements of Operations; and • Pass-through finished goods delivery costs reimbursed by customers are reported in net sales, while an offsetting expense is included in cost of materials and other. Cost Classifications Cost of materials and other consist primarily of freight and distribution expenses, feedstock expenses, purchased ammonia and purchased hydrogen. Direct operating expenses (exclusive of depreciation and amortization) consist primarily of energy and other utility costs, direct costs of labor, property taxes, plant-related maintenance services, including turnaround, and environmental and safety compliance costs as well as catalyst and chemical costs. Each of these financial statement line items are also impacted by changes in inventory balances. Direct operating expenses also include allocated share-based compensation from CVR Energy and its subsidiaries, as discussed in Note 7 (“Share-Based Compensation”). Selling, general and administrative expenses consist primarily of legal expenses, treasury, accounting, marketing, human resources, information technology and maintaining the corporate and administrative offices in Texas and Kansas. Certain reclassifications have been made within the Consolidated Statements of Operations and other financial statement line items related to business interruption insurance recoveries. Prior year balances have been reclassified to conform with the current year presentation. |
Turnaround Expenses | Turnaround Expenses The direct-expense method of accounting is used for turnaround activities. Turnarounds represent major maintenance activities that require for the shutdown of significant parts of a plant to perform necessary inspection, cleaning, repairs and replacements of assets. Planned turnaround activities for the nitrogen plant generally occur every two to three years . Costs associated with these turnaround activities were included in direct operating expenses (exclusive of depreciation and amortization) in the Consolidated Statements of Operations. Costs incurred for routine repairs and maintenance or unplanned outages at the two facilities are expensed as incurred. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation in accordance with ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). Currently, all of the Company’s share-based compensation awards are liability-classified and are measured at fair value at the end of each reporting period based on the applicable closing unit price. Compensation expense will fluctuate based on changes in the applicable unit price value and expense reversals resulting from employee terminations prior to award vesting. |
Income Taxes | Income Taxes CVR Partners accounts for income taxes utilizing the asset and liability approach. Under this method, deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred amounts are measured using enacted tax rates expected to apply to taxable income in the year those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. |
Allocation of Costs | Allocation of Costs CVR Energy and its subsidiaries provide a variety of services to the Partnership, including cash management and financing services, employee benefits provided through CVR Energy’s benefit plans, administrative services provided by CVR Energy’s employees and management, insurance and office space leased in CVR Energy’s headquarters building. As such, the accompanying consolidated financial statements include costs that have been incurred by CVR Energy on behalf of the Partnership. These amounts incurred by CVR Energy are then billed or allocated to the Partnership and are classified on the Consolidated Statements of Operations as either direct operating expenses (exclusive of depreciation and amortization) or as selling, general and administrative expenses. See Note 9 ("Related Party Transactions") for a detailed discussion of the billing procedures and the basis for calculating the charges for specific products and services. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - Adoption of Revenue Recognition Standard On January 1, 2018, the Partnership adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) using the modified retrospective method applied to contracts which were not completed as of January 1, 2018. The standard was applied prospectively and the comparative information for 2017 has not been restated and continues to be reported under the accounting standards in effect for the prior period. The Partnership did not identify any material differences in its existing revenue recognition methods that require modification under the new standard and, as such, a cumulative effect adjustment of applying the standard using the modified retrospective method was not recorded. The adoption of ASC 606 resulted in changes to how the Partnership accounts for prepaid contracts. Prior to the adoption of ASC 606, deferred revenue was recorded upon customer prepayment, however, under the new revenue standard, deferred revenue and an associated receivable is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional. Due to this change, the adoption of ASC 606 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 of the Partnership were $34.3 million and $31.2 million , respectively, as of January 1, 2018. The following table displays the effect of the change in accounting for prepaid contracts to the Consolidated Balance Sheet as of December 31, 2018. The Partnership’s Consolidated Statement of Operations and Consolidated Statement of Cash Flows were not impacted by the adoption of ASC 606 for the period ended December 31, 2018. (in thousands) December 31, 2018 As Reported Balances without adoption of ASC 606 Effect of change Assets Accounts Receivable 61,662 16,581 45,081 Liabilities Deferred Revenue $ 68,804 $ 23,723 $ 45,081 Recent Accounting Pronouncements - New Accounting Standards Issued But Not Yet Implemented In February 2016, the FASB issued ASU No. 2016-02, “ Leases ” (“ASU 2016-02”), creating a new topic, FASB ASC Topic 842, “Leases” (“ Topic 842 ”) , 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 of the underlying asset for the lease term on the balance sheet. Quantitative and qualitative disclosures, including disclosures regarding significant judgments made by management, will be required. Topic 842 was adopted as of January 1, 2019 electing the option to apply the transition provisions at the adoption date instead of the earliest comparative period presented in the financial statements. In connection with the adoption of ASC 842, the following elections were made in the application of Topic 842: • Under the short-term lease exception provided for in the standard, ROU assets and related lease liabilities for leases with a term greater than one year were and will be recognized; • The accounting treatment for existing land easements was carried forward; • Lease and non-lease components were and will not be bifurcated for all of the Partnership’s asset groups; and • The portfolio approach was and will be used in the selection of the discount rate used to calculate minimum lease payments and the related ROU asset and operating lease liability amounts. Adoption of Topic 842 resulted in the recording of additional ROU assets and lease liabilities of approximately $14.3 million , as of January 1, 2019. The standard will not materially affect the Partnership’s consolidated net earnings or cash flows. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). This ASU addresses customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract and also adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This standard is effective for the Partnership beginning January 1, 2020 with early adoption permitted. The amendments in this standard can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Partnership is evaluating the effect of adopting this new accounting guidance on its consolidated financial statements, but does not expect adoption will have a material impact on the Partnership’s consolidated financial position or results of operations. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820). The ASU eliminates such disclosures as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. Certain disclosures are required to be applied on a retrospective basis and others on a prospective basis. This standard is effective for the Partnership beginning January 1, 2020, with early adoption permitted. The Partnership is evaluating the effect of adopting this new accounting guidance, but does not expect adoption will have a material impact on the Partnership’s disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of inventories | Inventories consisted of the following: December 31, (in thousands) 2018 2017 Finished goods $ 25,137 $ 13,594 Raw materials 4,330 5,405 Parts and supplies 34,087 34,170 Total inventories $ 63,554 $ 53,169 |
Schedule of lives used in computing depreciation for depreciable assets and components of property, plant and equipment | The lives used in computing depreciation for significant asset classes are as follows: Asset Range of Useful Lives, in Years Land improvements 30 Buildings 20 to 30 Machinery and equipment 5 to 30 Other 5 to 30 Property, plant and equipment consisted of the following: December 31, (In millions) 2018 2017 Land and improvements $ 13,250 $ 13,092 Buildings 17,116 16,990 Machinery and equipment 1,362,965 1,352,573 Other 34,652 29,029 1,427,983 1,411,684 Less: Accumulated depreciation 412,743 341,230 Total Property, plant and equipment, net $ 1,015,240 $ 1,070,454 |
Effect of adoption of ASC 606 | The following table displays the effect of the change in accounting for prepaid contracts to the Consolidated Balance Sheet as of December 31, 2018. The Partnership’s Consolidated Statement of Operations and Consolidated Statement of Cash Flows were not impacted by the adoption of ASC 606 for the period ended December 31, 2018. (in thousands) December 31, 2018 As Reported Balances without adoption of ASC 606 Effect of change Assets Accounts Receivable 61,662 16,581 45,081 Liabilities Deferred Revenue $ 68,804 $ 23,723 $ 45,081 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities were as follows: December 31, (in thousands) 2018 2017 Share-based compensation 2,667 3,928 Personnel accruals 7,993 7,533 Accrued interest 2,516 2,683 Other accrued expenses and liabilities 10,890 5,538 Total accrued expenses and other current liabilities $ 24,066 $ 19,682 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of debt | December 31, (in thousands) 2018 2017 9.25% Senior Secured Notes due June 2023 (a) $ 645,000 $ 645,000 6.50% Senior Notes due April 2021 2,240 $ 2,240 Unamortized discount and debt issuance costs (b) (18,251 ) (21,336 ) Total CVR Partners Debt $ 628,989 $ 625,904 _______________________________________ (a) The estimated fair value of total long-term debt outstanding was approximately $670.8 million and $694.2 million as of December 31, 2018 and December 31, 2017 , respectively. 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. (b) For the year ended December 31, 2018 , 2017 and 2016 , amortization of the discount on debt and amortization of deferred financing costs reported as interest expense, net totaled approximately $3.3 million , $3.0 million , and $1.7 million , respectively. Credit Facilities Outstanding (in thousands) Total Capacity Amount Borrowed as of December 31, 2018 Outstanding Letters of Credit Available Capacity as of December 31, 2018 Maturity Date Asset Based (ABL) Credit Facility (a) $ 50,000 $ — $ — $ 50,000 September 30, 2021 _____________________________________ (a) At the option of the borrowers, loans under the asset based 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. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | The following tables present the Partnership’s revenue disaggregated by product. (in thousands) Year Ended December 31, 2018 Ammonia $ 66,254 UAN 222,329 Other urea products 20,633 Fertilizer sales, exclusive of freight 309,216 Freight revenue 33,567 Other revenue 8,299 Total net sales $ 351,082 |
Summary of deferred revenue activity | A summary of CVR Partners’ deferred revenue activity during the year ended December 31, 2018 is presented below: (in thousands) Year Ended December 31, 2018 Balance at January 1, 2018 $ 34,270 Add: New prepay contracts entered into during the period, net of adjustments (1) 91,553 Less: Revenue recognized that was included in the contract liability balance at the beginning of the period 33,845 Revenue recognized related to contracts entered into during the period 23,174 Balance at December 31, 2018 $ 68,804 (1) Includes prepaid contracts of $52.4 million where the payment was collected. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of the common units and phantom units activity and changes under the CVR Partners LTIP | A summary of phantom unit award activity and changes under the CVR Partners LTIP during the years ended December 31, 2018 , 2017 and 2016 is presented below: (in thousands except per unit data) Units Weighted- Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested at December 31, 2016 771,786 $ 6.47 $ 4,638 Granted 780,372 3.48 Vested (340,730 ) 7.01 Forfeited (23,222 ) 6.49 Non-vested at December 31, 2017 1,188,206 $ 4.35 $ 3,897 Granted 724,639 3.77 Vested (465,328 ) 4.89 Forfeited (200,702 ) 4.17 Non-vested at December 31, 2018 1,246,815 $ 3.84 $ 4,239 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum required payments for operating leases and unconditional purchase obligations | The minimum required payments for operating leases and unconditional purchase obligations, including the natural gas purchases outlined above, are as follows: (in thousands) Operating Leases Unconditional Purchase Obligations Year Ending December 31, 2019 $ 4,516 $ 29,153 2020 3,619 8,597 2021 3,430 6,951 2022 3,138 7,110 2023 1,133 5,614 Thereafter 748 44,058 $ 16,584 $ 101,483 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Activity associated with the Partnership’s related party arrangements for the years ended December 31, 2018 , 2017 , and 2016 is summarized below: Sales to related parties Year Ended December 31, (in thousands) Related Party 2018 2017 2016 Net sales Feedstock and Shared Services agreement CRRM (1) $ 371 $ 405 $ 3,165 Expenses from related parties Year Ended December 31, (in thousands) Related Party 2018 2017 2016 Cost of materials and other Feedstock and Shared Services agreement CRRM $ — $ — $ 204 Coke Supply Agreement CRRM 2,630 1,985 2,088 Hydrogen Purchase and Sale Agreement CRRM 4,218 4,167 — Direct operating expenses Services Agreement CVR Energy $ 2,990 $ 3,061 $ 3,583 Limited Partnership Agreement CVR GP 756 580 725 Selling, general and administrative expenses Services Agreement CVR Energy $ 14,157 $ 12,924 $ 11,761 Limited Partnership Agreement CVR GP 2,419 2,691 3,229 Amounts due to related parties Year Ended December 31, (In thousands) Related Party 2018 2017 Accounts payable Feedstock and Shared Services Agreement CRRM $ 1,106 $ 1,020 Hydrogen Purchase and Sale Agreement CRRM 324 324 Services Agreement CVR Energy 1,372 771 Accrued expenses and other current liabilities Limited Partnership Agreement CVR GP $ 1,179 $ 1,521 Services Agreement CVR Energy 2,352 3,221 _____________________________ (1) “CRRM” is Coffeyville Resources Refining and Marketing, LLC, an indirect wholly-owned subsidiary of CVR Energy. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental cash flow information related to interest and construction in process | Supplemental cash flow information related to income taxes, interest, and capital expenditures is as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Supplemental disclosures: Cash paid for income taxes, net of refunds (received) $ 26 $ (195 ) $ 14 Cash paid for interest 60,168 60,081 81,405 Non-cash investing and financing activities: Construction in progress additions included in accounts payable $ 889 $ 889 $ 3,871 Change in accounts payable related to construction in progress additions (1,031 ) (2,982 ) (1,134 ) |
Selected Quarterly Financial _2
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of quarterly financial data | Summarized quarterly financial data for the years ended December 31, 2018 and 2017 is as follows: Year Ended December 31, 2018 Quarter (in thousands) First Second Third Fourth Net sales $ 79,859 $ 93,197 $ 79,909 $ 98,118 Cost of materials and other (a) 22,469 19,139 19,590 27,263 Direct operating expenses (a) 38,669 47,465 35,334 37,851 Operating income (loss) (3,421 ) (790 ) 2,529 7,996 Net loss (19,051 ) (16,459 ) (13,146 ) (1,371 ) Basic and diluted loss per common unit $ (0.17 ) $ (0.15 ) $ (0.12 ) $ (0.01 ) Basic and diluted weighted-average common units outstanding 113,283 113,283 113,283 113,283 Year Ended December 31, 2017 Quarter (in thousands) First Second Third Fourth Net sales $ 85,321 $ 97,896 $ 69,393 $ 78,192 Cost of materials and other (a) 21,737 22,141 19,495 21,501 Direct operating expenses (a) 35,795 37,840 41,156 41,566 Operating income (loss) 5,348 12,198 (16,996 ) (10,828 ) Net loss (10,336 ) (3,445 ) (31,602 ) (27,405 ) Basic and diluted loss per common unit $ (0.09 ) $ (0.03 ) $ (0.28 ) $ (0.24 ) Basic and diluted weighted-average common units outstanding 113,283 113,283 113,283 113,283 _______________________________________ (a) Excludes depreciation and amortization expenses. |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) $ / shares in Units, $ in Millions | Feb. 20, 2019USD ($)$ / shares | Dec. 31, 2018manufacturing_facility$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2017USD ($)shares |
Formation of the Partnership, Organization and Nature of Business | |||||
Number of manufacturing facilities | manufacturing_facility | 2 | ||||
Percentage of limited partner interest held by the public | 66.00% | 66.00% | |||
Common units issued (in units) | shares | 113,282,973 | 113,282,973 | 113,282,973 | ||
Common units outstanding (in units) | shares | 113,282,973 | 113,282,973 | 113,282,973 | ||
Maximum period after the end of each quarter of cash distribution to common unitholders | 60 days | ||||
Distributions declared per common unit (in dollars per unit) | $ / shares | $ 0 | $ 0.02 | $ 0.44 | ||
Distributions paid per share (in dollars per unit) | $ / shares | $ 0.02 | $ 0.71 | |||
Cash distributions paid | $ 2.3 | $ 69.6 | |||
IEP Energy LLC | CVR Energy, Inc | |||||
Formation of the Partnership, Organization and Nature of Business | |||||
Aggregate ownership percentage | 71.00% | 82.00% | 82.00% | ||
CRLLC | |||||
Formation of the Partnership, Organization and Nature of Business | |||||
Cash distributions paid | $ 28.4 | ||||
CRLLC | |||||
Formation of the Partnership, Organization and Nature of Business | |||||
Common units outstanding (in units) | shares | 38,920,000 | 38,920,000 | 38,920,000 | ||
CRLLC | CVR Partner | |||||
Formation of the Partnership, Organization and Nature of Business | |||||
Limited partner interest | 34.00% | 34.00% | |||
CRLLC | CVR GP | |||||
Formation of the Partnership, Organization and Nature of Business | |||||
General partner interest | 100.00% | 100.00% | |||
Subsequent Event | |||||
Formation of the Partnership, Organization and Nature of Business | |||||
Distributions declared per common unit (in dollars per unit) | $ / shares | $ 0.12 | ||||
Distributions declared | $ 14.1 | ||||
Subsequent Event | CRLLC | |||||
Formation of the Partnership, Organization and Nature of Business | |||||
Distributions declared | $ 5 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Accounts Receivable, net and Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Inventory, Net [Abstract] | ||
Finished goods | $ 25,137 | $ 13,594 |
Raw materials | 4,330 | 5,405 |
Parts and supplies | 34,087 | 34,170 |
Total inventories | 63,554 | 53,169 |
Inventory depreciation | $ 5,700 | $ 3,500 |
Accounts receivable | Customer concentration | Top Three Customers | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of concentration risk | 25.00% | 16.00% |
Inventory | ||
Inventory [Line Items] | ||
Precious metals inventory | $ (1,100) | $ (900) |
Property, plant and equipment, net | ||
Inventory [Line Items] | ||
Precious metals inventory | $ 1,100 | $ 900 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property, Plant, and Equipment and Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant, and Equipment | |||
Gross property, plant and equipment | $ 1,427,983,000 | $ 1,411,684,000 | |
Less: Accumulated depreciation | 412,743,000 | 341,230,000 | |
Total Property, plant and equipment, net | 1,015,240,000 | 1,070,454,000 | |
Impairment of Long-Lived Assets | |||
Goodwill impairments | 0 | $ 0 | $ 0 |
Approximate percentage by which fair value of Coffeyville reporting unit exceeded carrying value | 12.00% | ||
Land and improvements | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | $ 13,250,000 | $ 13,092,000 | |
Land improvements | |||
Property, Plant, and Equipment | |||
Useful life (in years) | 30 years | ||
Buildings | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | $ 17,116,000 | 16,990,000 | |
Buildings | Minimum | |||
Property, Plant, and Equipment | |||
Useful life (in years) | 20 years | ||
Buildings | Maximum | |||
Property, Plant, and Equipment | |||
Useful life (in years) | 30 years | ||
Machinery and equipment | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | $ 1,362,965,000 | 1,352,573,000 | |
Machinery and equipment | Minimum | |||
Property, Plant, and Equipment | |||
Useful life (in years) | 5 years | ||
Machinery and equipment | Maximum | |||
Property, Plant, and Equipment | |||
Useful life (in years) | 30 years | ||
Other | |||
Property, Plant, and Equipment | |||
Gross property, plant and equipment | $ 34,652,000 | $ 29,029,000 | |
Other | Minimum | |||
Property, Plant, and Equipment | |||
Useful life (in years) | 5 years | ||
Other | Maximum | |||
Property, Plant, and Equipment | |||
Useful life (in years) | 30 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Environmental Matters and Turnaround Expenses (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | |
Environmental Matters | |||||
Liabilities recognized for environmental remediation matters | $ 0 | $ 0 | |||
Coffeyville Facility | |||||
Planned Major Maintenance Activities [Line Items] | |||||
Turnaround costs | $ 6,400,000 | ||||
East Dubuque Facility | |||||
Planned Major Maintenance Activities [Line Items] | |||||
Turnaround costs | $ 2,600,000 | $ 6,600,000 | |||
Minimum | |||||
Planned Major Maintenance Activities [Line Items] | |||||
Frequency of planned major maintenance activities | 2 years | ||||
Maximum | |||||
Planned Major Maintenance Activities [Line Items] | |||||
Frequency of planned major maintenance activities | 3 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Assets | ||||
Accounts Receivable | $ 61,662 | $ 31,200 | $ 9,855 | |
Liabilities | ||||
Deferred Revenue | 68,804 | 34,270 | $ 12,895 | |
Accounting Standards Update 2016-02 | Subsequent Event | ||||
Liabilities | ||||
ROU assets | $ 14,300 | |||
Lease liabilities | $ 14,300 | |||
Balances without adoption of ASC 606 | ||||
Assets | ||||
Accounts Receivable | 16,581 | |||
Liabilities | ||||
Deferred Revenue | 23,723 | |||
Effect of change | Accounting Standards Update 2014-09 | ||||
Assets | ||||
Accounts Receivable | 45,081 | 21,400 | ||
Liabilities | ||||
Deferred Revenue | $ 45,081 | $ 21,400 |
East Dubuque Facility Acquisi_2
East Dubuque Facility Acquisition - Additional Information (Details) - USD ($) $ in Thousands | Apr. 01, 2016 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||||||||
Net sales | $ 98,118 | $ 79,909 | $ 93,197 | $ 79,859 | $ 78,192 | $ 69,393 | $ 97,896 | $ 85,321 | $ 351,082 | $ 330,802 | $ 356,284 | |
Operating loss | $ (7,996) | $ (2,529) | $ 790 | $ 3,421 | $ 10,828 | $ 16,996 | $ (12,198) | $ (5,348) | $ (6,314) | $ 10,278 | (24,557) | |
East Dubuque Merger | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Aggregate merger consideration | $ 802,400 | |||||||||||
Fair value of common units issued in a business combination | 335,700 | |||||||||||
Cash consideration | 99,200 | |||||||||||
Fair value of assumed debt | $ 367,500 | |||||||||||
Net sales | 128,000 | |||||||||||
Operating loss | $ 1,200 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Expenses and Other Current Liabilities | ||
Share-based compensation | $ 2,667 | $ 3,928 |
Personnel accruals | 7,993 | 7,533 |
Accrued interest | 2,516 | 2,683 |
Other accrued expenses and liabilities | 10,890 | 5,538 |
Total accrued expenses and other current liabilities | 24,066 | 19,682 |
Affiliate balances | $ 3,500 | $ 4,700 |
Long-Term Debt - Summary of Deb
Long-Term Debt - Summary of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Unamortized discount and debt issuance costs | $ (18,251) | $ (21,336) | |
Total CVR Partners Debt | 628,989 | 625,904 | |
Amortization of deferred financing costs and original issue discount | 3,333 | 3,046 | $ 1,746 |
Interest Expense and Other Financing Costs | |||
Debt Instrument [Line Items] | |||
Amortization of deferred financing costs and original issue discount | 3,300 | 3,000 | $ 1,700 |
Level 2 | |||
Debt Instrument [Line Items] | |||
Fair value of debt | 670,800 | 694,200 | |
Senior Notes | 9.25% Senior Secured Notes due June 2023 | |||
Debt Instrument [Line Items] | |||
Total long-term debt, before debt issuance costs and discount | $ 645,000 | 645,000 | |
Debt instrument, percentage rate | 9.25% | ||
Senior Notes | 6.50% Senior Notes due April 2021 | |||
Debt Instrument [Line Items] | |||
Total long-term debt, before debt issuance costs and discount | $ 2,240 | $ 2,240 | |
Debt instrument, percentage rate | 6.50% |
Long-Term Debt - Credit Facilit
Long-Term Debt - Credit Facilities Outstanding (Details) - Asset Based (ABL) Credit Facility - Line of Credit - Revolving credit facility | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Line of Credit Facility [Line Items] | |
Total Capacity | $ 50,000,000 |
Amount Borrowed | 0 |
Outstanding Letters of Credit | 0 |
Available Capacity | $ 50,000,000 |
LIBOR | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate (as a percent) | 2.00% |
Base Rate | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate (as a percent) | 1.00% |
Step-down percentage based on the previous quarter's excess availability | 0.50% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - Line of Credit - ABL Credit Facility - Revolving credit facility | Sep. 30, 2016USD ($) |
Line of Credit Facility [Line Items] | |
Debt instrument face amount | $ 50,000,000 |
Available increase in borrowing limit | $ 25,000,000 |
Revenue - Revenue Disaggregate
Revenue - Revenue Disaggregated by Product (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 98,118 | $ 79,909 | $ 93,197 | $ 79,859 | $ 78,192 | $ 69,393 | $ 97,896 | $ 85,321 | $ 351,082 | $ 330,802 | $ 356,284 |
Fertilizer sales, exclusive of freight | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 309,216 | ||||||||||
Ammonia | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 66,254 | ||||||||||
UAN | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 222,329 | ||||||||||
Other urea products | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 20,633 | ||||||||||
Freight revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 33,567 | ||||||||||
Other revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 8,299 |
Revenue - Additional Informati
Revenue - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 10.7 |
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) | Dec. 31, 2018 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 45.00% |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 27.00% |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue - Summary of Deferred
Revenue - Summary of Deferred Revenue Activity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Prepaid contracts where associated receivable was recognized as not yet collected | $ 45,100 |
Change in Contract with Customer, Liability [Roll Forward] | |
Balance at beginning of period | 34,270 |
Add: | |
New prepay contracts entered into during the period, net of adjustments | 91,553 |
Less: | |
Revenue recognized that was included in the contract liability balance at the beginning of the period | 33,845 |
Revenue recognized related to contracts entered into during the period | 23,174 |
Balance at end of period | 68,804 |
Prepaid contracts where payment was collected | $ 52,400 |
Revenue - Sales to Major Custom
Revenue - Sales to Major Customers (Details) - Total Net Sales - Customer concentration | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Two Customers | |||
Major Customers and Suppliers | |||
Concentration risk | 20.00% | 16.00% | 20.00% |
One Customer | |||
Major Customers and Suppliers | |||
Concentration risk | 14.00% | 11.00% | 10.00% |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Common Unit and Phantom Unit Activity (Details) - CVR Partners LTIP - Phantom Units - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Units | |||
Non-vested at the beginning of the period (in units) | 1,188,206 | 771,786 | |
Granted (in units) | 724,639 | 780,372 | |
Vested (in units) | (465,328) | (340,730) | |
Forfeited (in units) | (200,702) | (23,222) | |
Non-vested at the end of the period (in units) | 1,246,815 | 1,188,206 | |
Weighted- Average Grant Date Fair Value | |||
Non-vested at the beginning of the period (in dollars per unit) | $ 4.35 | $ 6.47 | |
Granted (in dollars per unit) | 3.77 | 3.48 | |
Vested (in dollars per unit) | 4.89 | 7.01 | |
Forfeited (in dollars per unit) | 4.17 | 6.49 | |
Non-vested at the end of the period (in dollars per unit) | $ 3.84 | $ 4.35 | |
Aggregate Intrinsic Value | $ 4,239 | $ 3,897 | $ 4,638 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) | Nov. 01, 2017USD ($)sharestrading_day$ / shares | Dec. 31, 2018USD ($)plan | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Liability for unvested awards related to employees | $ 2,667,000 | $ 3,928,000 | ||
Outstanding liability | $ 7,993,000 | 7,533,000 | ||
Number of plans | plan | 2 | |||
Employer match of employee contribution of the first 6% of the participant's contribution | 100.00% | |||
Percentage of eligible compensation, matched by employer | 6.00% | |||
Vesting schedule for employer's matching funds | 3 years | |||
Matching contributions made during the year | $ 1,800,000 | 1,600,000 | $ 1,200,000 | |
Phantom Units | CVR Partners LTIP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 3,300,000 | |||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 8 months 12 days | |||
Compensation expense | $ 1,900,000 | 1,100,000 | 1,800,000 | |
Liability for unvested awards related to employees | 500,000 | 700,000 | ||
Performance Unit Awards | Executive Chairman | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards received | shares | 2 | |||
CVR Energy, Inc | Phantom Units | CVR Partners LTIP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Amount paid to settle liability-classified awards upon vesting | 1,700,000 | 1,400,000 | 2,100,000 | |
CVR Energy, Inc | Incentive Unit Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 500,000 | 1,400,000 | 400,000 | |
Liability for unvested awards related to employees | 400,000 | 700,000 | ||
Share-based liabilities paid | 800,000 | $ 1,000,000 | $ 500,000 | |
CVR Energy, Inc | Performance Unit Awards | 2017 Performance Unit Agreement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 200,000 | |||
Outstanding liability | 200,000 | |||
CVR Energy, Inc | Performance Unit Awards | 2017 Performance Unit Award Agreement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 1,100,000 | |||
Weighted-average period for amortization of unrecognized compensation cost | 3 years | |||
Compensation expense | $ 400,000 | |||
Outstanding liability | $ 400,000 | |||
Maximum cash payment | $ 10,000,000 | |||
Period for determination of cash payment value | trading_day | 30 | |||
Maximum price per share to trigger maximum cash payment (in dollars per unit) | $ / shares | $ 60 |
Commitments and Contingencies -
Commitments and Contingencies - Minimum Required Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases | |
2,019 | $ 4,516 |
2,020 | 3,619 |
2,021 | 3,430 |
2,022 | 3,138 |
2,023 | 1,133 |
Thereafter | 748 |
Operating Leases | 16,584 |
Unconditional Purchase Obligations | |
2,019 | 29,153 |
2,020 | 8,597 |
2,021 | 6,951 |
2,022 | 7,110 |
2,023 | 5,614 |
Thereafter | 44,058 |
Unconditional Purchase Obligations | $ 101,483 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Dec. 13, 2018USD ($) | Dec. 31, 2007 | Jan. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($)T | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2011USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2009USD ($) | Dec. 31, 2008USD ($) |
Long-term Purchase Commitment [Line Items] | |||||||||||||||||||||
Rent expense minimum rentals | $ 5,700 | $ 5,200 | $ 5,200 | ||||||||||||||||||
Cost of materials and other direct operating expense | $ 27,263 | $ 19,590 | $ 19,139 | $ 22,469 | $ 21,501 | $ 19,495 | $ 22,141 | $ 21,737 | 88,461 | 84,874 | 93,749 | ||||||||||
Business Interruption Claim for Losses Under Insurance Policies | |||||||||||||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||||||||||||
Total consideration to be paid by the underwriters | $ 6,100 | ||||||||||||||||||||
Amount received | $ 5,000 | ||||||||||||||||||||
Amount recorded as receivable | $ 1,100 | $ 1,100 | 1,100 | ||||||||||||||||||
Business Interruption Claim for Losses Under Insurance Policies | Subsequent Event | |||||||||||||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||||||||||||
Amount received | $ 1,100 | ||||||||||||||||||||
Natural Gas | |||||||||||||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||||||||||||
Cost of materials and other direct operating expense | 42,400 | 40,100 | 26,400 | ||||||||||||||||||
Pet Coke Purchase Agreement | |||||||||||||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||||||||||||
Expenses related to agreement | $ 4,800 | 4,000 | 4,900 | ||||||||||||||||||
Pet Coke Purchase Agreement | Petroleum coke | |||||||||||||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||||||||||||
Number of tons of pet coke agreed to purchase at fixed price through end of term | T | 300,000 | ||||||||||||||||||||
Utility Service Agreement | |||||||||||||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||||||||||||
Expenses related to agreement | $ 6,800 | $ 10,600 | 10,400 | ||||||||||||||||||
The Coffeyville Facility | |||||||||||||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||||||||||||
Property tax abatement period | 10 years | ||||||||||||||||||||
Increase in property tax expenses (in excess of) | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | ||||||||||||||||
The Coffeyville Facility | Amended and Restated On-Site Product Supply Agreement | |||||||||||||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||||||||||||
Expenses related to agreement | $ 3,800 | $ 4,200 | $ 3,900 |
Related Party Transactions - Sa
Related Party Transactions - Sales to Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||||||||
Net sales | $ 98,118 | $ 79,909 | $ 93,197 | $ 79,859 | $ 78,192 | $ 69,393 | $ 97,896 | $ 85,321 | $ 351,082 | $ 330,802 | $ 356,284 |
CRRM | Feedstock and Shared Services agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Net sales | $ 371 | $ 405 | $ 3,165 |
Related Party Transactions - Ex
Related Party Transactions - Expenses From Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||||||||
Cost of materials and other | $ 27,263 | $ 19,590 | $ 19,139 | $ 22,469 | $ 21,501 | $ 19,495 | $ 22,141 | $ 21,737 | $ 88,461 | $ 84,874 | $ 93,749 |
Direct operating expenses | $ 37,851 | $ 35,334 | $ 47,465 | $ 38,669 | $ 41,566 | $ 41,156 | $ 37,840 | $ 35,795 | 159,319 | 156,357 | 150,236 |
Selling, general and administrative expenses | 25,023 | 25,630 | 29,276 | ||||||||
Feedstock and Shared Services agreement | CRRM | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cost of materials and other | 0 | 0 | 204 | ||||||||
Coke Supply Agreement | CRRM | Petroleum coke | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cost of materials and other | 2,630 | 1,985 | 2,088 | ||||||||
Hydrogen Purchase and Sale Agreement | CRRM | Hydrogen | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cost of materials and other | 4,218 | 4,167 | 0 | ||||||||
Services Agreement | CVR Energy | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Direct operating expenses | 2,990 | 3,061 | 3,583 | ||||||||
Selling, general and administrative expenses | 14,157 | 12,924 | 11,761 | ||||||||
Limited Partnership Agreement | CVR GP | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Direct operating expenses | 756 | 580 | 725 | ||||||||
Selling, general and administrative expenses | $ 2,419 | $ 2,691 | $ 3,229 |
Related Party Transactions - Am
Related Party Transactions - Amounts Due to Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Accounts payable | $ 2,976 | $ 2,223 |
Accrued expenses and other current liabilities | 3,500 | 4,700 |
CRRM | Feedstock and Shared Services Agreement | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 1,106 | 1,020 |
CRRM | Hydrogen Purchase and Sale Agreement | Hydrogen | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 324 | 324 |
CVR Energy | Services Agreement | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 1,372 | 771 |
Accrued expenses and other current liabilities | 2,352 | 3,221 |
CVR GP | Limited Partnership Agreement | ||
Related Party Transaction [Line Items] | ||
Accrued expenses and other current liabilities | $ 1,179 | $ 1,521 |
Related Party Transactions - Fe
Related Party Transactions - Feedstock and Shared Service Agreement (Details) | 12 Months Ended |
Dec. 31, 2018affiliate | |
Related Party Transaction [Line Items] | |
Number of parties | 2 |
Feedstock and Shared Services Agreement | The Coffeyville Facility | CRRM | |
Related Party Transaction [Line Items] | |
Term of agreement | 20 years |
Renewal period of agreement | 5 years |
Notice period for termination of agreement | 3 years |
Related Party Transactions - Co
Related Party Transactions - Coke Supply Agreement (Details) - The Coffeyville Facility - CRRM - Coke Supply Agreement - Petroleum coke | 12 Months Ended |
Dec. 31, 2018T$ / T | |
Related Party Transaction [Line Items] | |
Percentage of annual production of pet coke to be delivered | 100.00% |
Annual production of pet coke (in tons) | T | 500,000 |
Period for which average percentage of product obtained | 5 years |
Rate petroleum coke price used to determine urea ammonium nitrate based price (in dollars per ton) | 25 |
UAN-based netback price, exclusive of transportation cost, under the related party agreement (in dollars per ton) | 205 |
Pet coke price adjustment for every $1.00 change in the UAN netback price, exclusive of transportation cost, used to calculate the UAN-based price under the related party agreement (in dollars per ton) | 0.50 |
UAN-based netback price change, exclusive of transportation cost, under the related party agreement (in dollars per ton) | 1 |
Initial term of agreement | 20 years |
Renewal period of agreement | 5 years |
Notice period for termination of agreement | 3 years |
Minimum | |
Related Party Transaction [Line Items] | |
Monthly production volume of product which allows for the purchasing party the option to purchase any excess at rates stated in the agreement (in tons) | T | 41,667 |
Average percentage of pet coke obtained during the last five years | 70.00% |
Average percentage of pet coke obtained during the current year | 59.00% |
Rate petroleum coke price used to determine urea ammonium nitrate based price (in dollars per ton) | 5 |
Maximum | |
Related Party Transaction [Line Items] | |
Rate petroleum coke price used to determine urea ammonium nitrate based price (in dollars per ton) | 40 |
Related Party Transactions - Hy
Related Party Transactions - Hydrogen Purchase and Sale Agreement (Details) - The Coffeyville Facility - CRRM - Hydrogen Purchase and Sale Agreement - Hydrogen | 12 Months Ended |
Dec. 31, 2018Mcf | |
Related Party Transaction [Line Items] | |
Monthly production volume of product to be delivered (in mscf) | 90,000 |
Optional excess volume that can be purchased per month (in mscf) | 60,000 |
Initial term of agreement | 20 years |
Additional renewal term | 5 years |
Minimum notice period for termination of agreement | 180 days |
Related Party Transactions - Se
Related Party Transactions - Services Agreement (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CVR Energy | Services Agreement | |||
Related Party Transaction [Line Items] | |||
Personnel costs | $ 6.6 | $ 6.5 | $ 6.9 |
Related Party Transactions - Ra
Related Party Transactions - Railcar Lease Agreement and Maintenance (Details) | 12 Months Ended |
Dec. 31, 2018railcar | |
The Coffeyville Facility | CRRM | Railcar Lease Agreement and Maintenance | |
Related Party Transaction [Line Items] | |
Number of railcars subleased | 16 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental disclosures: | |||
Cash paid for income taxes, net of refunds (received) | $ 26 | $ (195) | $ 14 |
Cash paid for interest | 60,168 | 60,081 | 81,405 |
Non-cash investing and financing activities: | |||
Construction in progress additions included in accounts payable | 889 | 889 | 3,871 |
Change in accounts payable related to construction in progress additions | $ (1,031) | $ (2,982) | $ (1,134) |
Selected Quarterly Financial _3
Selected Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 98,118 | $ 79,909 | $ 93,197 | $ 79,859 | $ 78,192 | $ 69,393 | $ 97,896 | $ 85,321 | $ 351,082 | $ 330,802 | $ 356,284 |
Cost of materials and other | 27,263 | 19,590 | 19,139 | 22,469 | 21,501 | 19,495 | 22,141 | 21,737 | 88,461 | 84,874 | 93,749 |
Direct operating expenses | 37,851 | 35,334 | 47,465 | 38,669 | 41,566 | 41,156 | 37,840 | 35,795 | 159,319 | 156,357 | 150,236 |
Operating income (loss) | 7,996 | 2,529 | (790) | (3,421) | (10,828) | (16,996) | 12,198 | 5,348 | 6,314 | (10,278) | 24,557 |
Net loss | $ (1,371) | $ (13,146) | $ (16,459) | $ (19,051) | $ (27,405) | $ (31,602) | $ (3,445) | $ (10,336) | $ (50,027) | $ (72,788) | $ (26,938) |
Basic and diluted loss per common unit (in dollars per unit) | $ (0.01) | $ (0.12) | $ (0.15) | $ (0.17) | $ (0.24) | $ (0.28) | $ (0.03) | $ (0.09) | $ (0.44) | $ (0.64) | $ (0.26) |
Basic and diluted weighted-average common units outstanding (in units) | 113,283 | 113,283 | 113,283 | 113,283 | 113,283 | 113,283 | 113,283 | 113,283 | 113,283 | 113,283 | 103,299 |