Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2016shares | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | OCI Partners LP |
Entity Central Index Key | 1,578,932 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Accelerated Filer |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2016 |
Document Fiscal Year Focus | 2,016 |
Trading Symbol | OCIP |
Document Fiscal Period Focus (i.e. Q1,Q2,Q3,FY) | Q1 |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | 86,997,590 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 26,507 | $ 13,238 |
Accounts receivable | 21,768 | 28,554 |
Accounts receivable—related party | 1,009 | 5,180 |
Inventories | 4,162 | 5,974 |
Advances due from related parties | 356 | 56 |
Other current assets and prepaid expenses | 2,734 | 4,721 |
Total current assets | 56,536 | 57,723 |
Property, plant, and equipment, net of accumulated depreciation of $120,950 and $105,769, respectively | 660,725 | 674,699 |
Other non-current assets | 1,139 | 1,188 |
Total assets | 718,400 | 733,610 |
Current liabilities: | ||
Accounts payable | 13,113 | 19,363 |
Accounts payable—related party | 13,373 | 12,624 |
Other payables and accruals | 2,504 | 4,239 |
Revolving credit facility, net | 24,971 | 24,928 |
Current maturities of the term loan facility | 4,480 | 4,480 |
Accrued interest | 3,477 | 3,416 |
Accrued interest—related party | 253 | 203 |
Cash distributions payable | 27,839 | 0 |
Other current liabilities | 4,000 | 4,975 |
Total current liabilities | 94,010 | 74,228 |
Term loan facility, net | 419,483 | 420,785 |
Other non-current liabilities | 1,937 | 1,734 |
Total liabilities | 515,430 | 496,747 |
Partners’ capital | ||
Common unitholders —86,997,590 issued and outstanding at March 31, 2016 and December 31, 2015 | 202,970 | 236,863 |
General partner’s interest | 0 | 0 |
Total partners’ capital | 202,970 | 236,863 |
Total liabilities and partners’ capital | $ 718,400 | $ 733,610 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 120,950 | $ 105,769 |
Common units, issued | 86,997,590 | 86,997,590 |
Common units, outstanding | 86,997,590 | 86,997,590 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 62,031 | $ 37,745 |
Revenues—related party | 7,910 | 0 |
Total Revenue | 69,941 | 37,745 |
Cost of goods sold (exclusive of depreciation) | 39,136 | 19,154 |
Cost of goods sold (exclusive of depreciation)—related party | 5,699 | 6,011 |
Total Cost of goods sold (exclusive of depreciation) | 44,835 | 25,165 |
Selling, general and administrative expenses | 4,948 | 3,755 |
Selling, general and administrative expenses—related party | 1,511 | 1,305 |
Total Selling, general and administrative expenses | 6,459 | 5,060 |
Depreciation expense | 15,378 | 6,084 |
Income from operations before interest expense, other income and income tax expense | 3,269 | 1,436 |
Interest expense | 8,792 | 2,506 |
Interest expense—related party | 51 | 50 |
Gain (loss) on disposition of fixed assets | (423) | 1,988 |
Other income | 23 | 90 |
Income (loss) from operations before tax expense | (5,974) | 958 |
Income tax expense | 80 | 65 |
Net income (loss) | $ (6,054) | $ 893 |
Earnings per limited partner unit: | ||
Common unit (basic and diluted) (in USD per share) | $ (0.07) | $ 0.01 |
Weighted average number of limited partner units outstanding: | ||
Common units (basic and diluted) (in shares) | 86,997,590 | 83,495,372 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Partners' Capital (Unaudited) - USD ($) $ in Thousands | Total | Common Units |
Beginning Balance, LP, Units at Dec. 31, 2014 | 83,495,372 | |
Ending Balance, LP, Units at Mar. 31, 2015 | 83,495,372 | |
Beginning Balance, LP at Dec. 31, 2014 | $ 188,064 | $ 188,064 |
Increase (Decrease) in Partners' Capital | ||
Distributions | (5,775) | (5,775) |
Distributions—Related Party | (21,778) | (21,778) |
Net income (loss) | 893 | 893 |
Ending Balance, LP at Mar. 31, 2015 | $ 161,404 | $ 161,404 |
Beginning Balance, LP, Units at Dec. 31, 2015 | 86,997,590 | 86,997,590 |
Ending Balance, LP, Units at Mar. 31, 2016 | 86,997,590 | 86,997,590 |
Beginning Balance, LP at Dec. 31, 2015 | $ 236,863 | $ 236,863 |
Increase (Decrease) in Partners' Capital | ||
Distributions | (5,600) | (5,600) |
Distributions—Related Party | (22,239) | (22,239) |
Net income (loss) | (6,054) | (6,054) |
Ending Balance, LP at Mar. 31, 2016 | $ 202,970 | $ 202,970 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (6,054) | $ 893 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation expense | 15,378 | 6,084 |
Amortization of debt issuance costs | 1,066 | 849 |
Deferred income tax expense | 203 | 14 |
(Gain) loss on disposition of fixed assets | 423 | (1,988) |
Decrease (increase) in: | ||
Accounts receivable | 6,786 | 25,874 |
Accounts receivable – related party | 4,171 | 0 |
Inventories | 1,812 | 1,684 |
Advances due from related party | (300) | 96 |
Other non-current assets, other current assets and prepaid expenses | 2,036 | 1,601 |
Increase (decrease) in: | ||
Accounts payable | (7,046) | (16,868) |
Accounts payable – related party | 956 | 637 |
Other payables, accruals, and current liabilities | (2,710) | (1,327) |
Accrued interest | 61 | (3,390) |
Accrued interest – related party | 50 | (170) |
Net cash provided by operating activities | 16,832 | 13,989 |
Cash flows from investing activities: | ||
Purchase of property, plant, and equipment | (1,049) | (67,680) |
Proceeds from sale of scrap equipment | 19 | 2,471 |
Net cash provided by (used in) investing activities | (1,030) | (65,209) |
Cash flows from financing activities: | ||
Proceeds from revolving credit facility | 0 | 40,000 |
Repayment of debt | (1,120) | (995) |
Debt issuance costs | (1,206) | (4,118) |
Remittance of cash to OCI USA for transferred trade receivables | (207) | (100) |
Net cash provided by (used in) financing activities | (2,533) | 34,787 |
Net increase (decrease) in cash and cash equivalents | 13,269 | (16,433) |
Cash and cash equivalents, beginning of period | 13,238 | 71,810 |
Cash and cash equivalents, end of period | 26,507 | 55,377 |
Supplemental cash disclosures: | ||
Cash paid during the period for income taxes | 0 | 0 |
Cash paid during the period for interest, net of amount capitalized | 7,651 | 1,532 |
Cash paid during the period for interest, net of amount capitalized – related party | 0 | 220 |
Supplemental non-cash disclosures: | ||
Accruals of property, plant and equipment purchases | 1,394 | 111,806 |
Accruals of property, plant and equipment purchases – related party | 0 | 11,183 |
Capitalized interest | $ 0 | $ 3,514 |
Business and Basis of Presentat
Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation Description of Business OCI Partners LP (the “Partnership,” “OCIP,” “we,” “us,” or “our”) is a Delaware limited partnership formed on February 7, 2013 to own and operate an integrated methanol and anhydrous ammonia production facility that is strategically located on the U.S. Gulf Coast near Beaumont, Texas. The facility commenced full operations during August 2012. In addition, we have pipeline connections to adjacent customers, port access with dedicated methanol and ammonia import/export jetties, allowing us to ship both products along the Gulf Coast, and truck loading facilities for both methanol and ammonia. We are currently one of the larger merchant methanol producers in the United States with an annual methanol production design capacity of approximately 912,500 metric tons and an annual ammonia production design capacity of approximately 331,000 metric tons. We executed a debottlenecking project on our production facility that included a maintenance turnaround and environmental upgrades, which we collectively refer to as our “debottlenecking project.” This project increased our annual methanol production design capacity by 25% to approximately 912,500 metric tons and our annual ammonia production design capacity by 25% to approximately 331,000 metric tons. Beginning in January 2015, we shut down our methanol production unit for 82 days and our ammonia production unit for 71 days in order to complete the debottlenecking project. We began start-up of the ammonia production facility on April 9, 2015 and reached daily ammonia production design capacity of 907 metric tons on May 5, 2015. We began start-up of the methanol production facility on April 22, 2015 , and we reached daily methanol production design capacity of 2,500 metric tons on May 23, 2015. On October 9, 2013, the Partnership closed its initial public offering (“IPO”) of 17,500,000 common units on the New York Stock Exchange (“NYSE”) under the symbol “OCIP.” In connection with the closing of the IPO, OCI USA Inc. (“OCI USA”) contributed all of its equity interests in OCI Beaumont LLC (“OCIB”) to the Partnership. Prior to the completion of the IPO, OCIB was a direct, wholly-owned subsidiary of OCI USA, a Delaware corporation, which is an indirect, wholly-owned subsidiary of OCI Fertilizer International B.V. (“OCI Fertilizer”), a Dutch private limited liability company. OCI Fertilizer is an indirect, wholly-owned subsidiary of OCI N.V. (“OCI”), a Dutch public limited liability company, which is the ultimate parent for a group of related entities. OCIB is a Texas limited liability company formed on December 10, 2010 as the acquisition vehicle to purchase the manufacturing facility and related assets offered for sale by Eastman Chemical Company on May 5, 2011 for $26,500 . OCI, through its subsidiaries, is a global producer of natural gas-based fertilizers and chemicals. OCI is listed on the NYSE Euronext Amsterdam and trades under the symbol “OCI.” On August 6, 2015, OCI announced that it had entered into a definitive agreement to combine its North American, European and Global Distribution businesses with CF Industries Holdings, Inc.’s (NYSE: CF) global assets in a transaction (the “CF-OCI Combination Transaction”) valued at approximately $8,000,000 , based on CF Industries Holdings, Inc.’s (“CF”) then-current share price, including the assumption of approximately $1,950,000 in net debt. Under the terms of the combination agreement, CF will become a subsidiary of a new holding company domiciled in the Netherlands (the “new Dutch Company”), and OCI will contribute, among other subsidiaries and interests, its 100% membership interest in our general partner and its 79.88% limited partner interest in us to the new Dutch Company. As stated in CF’s filings with the Securities and Exchange Commission (the “SEC”), in conjunction with entering into the CF-OCI Combination Transaction, on August 6, 2015, CF obtained financing commitments from Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA to finance the transactions contemplated by the combination agreement and for general corporate purposes. The proceeds of such committed financing are expected to be made available under a senior unsecured bridge term loan facility in an aggregate principal amount of up to $3,000,000 . The closing of the CF-OCI Combination Transaction requires the approval of shareholders of both OCI and CF and is subject to receipt of certain regulatory approvals and other customary closing conditions. The closing of the CF-OCI Combination Transaction will constitute a change of control under our Term Loan B Credit Facility and our Revolving Credit Facility, which is an event of default under these credit facilities. We expect that these credit facilities will be refinanced in connection with the closing of the CF-OCI Combination Transaction. However, there is no assurance that such refinancing will occur on acceptable terms or at all. Upon a default, unless waived, our lenders would have all remedies available to a secured lender and could elect to terminate their commitments, cease making further loans, cause their loans to become immediately due and payable in full, institute foreclosure proceedings against us or our assets and force us and our subsidiary into bankruptcy or liquidation. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X, neither of which requires all of the information and footnotes required by GAAP. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC, and accordingly, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Form 10-K for the year ended December 31, 2015 filed with the SEC on March 24, 2016. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal and recurring adjustments, considered necessary for a fair statement of the Partnership’s financial position as of March 31, 2016 , and the consolidated results of operations and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements include the accounts of the Partnership. All significant intercompany accounts and transactions have been eliminated in consolidation. Operating results for the three-months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other reporting period. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accuracy of estimates is based on accuracy of information used. Significant items subject to such estimates and assumptions include the useful lives of property, plant, and equipment, the valuation of property, plant, and equipment, and other contingencies. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues Accounting Standards Updates (“ASU”) to communicate changes to the codification. The Partnership considers the applicability and impact of all ASU’s. The following are those ASU’s that are relevant to the Partnership. On November 20, 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards and improve comparability between GAAP and International Financial Reporting Standards (“IFRS”). Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes and to align the presentation of deferred income tax assets and liabilities with IFRS, the amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. A reporting entity can apply the amendments either prospectively or retrospectively, with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-17 is not expected to have a material impact on the Partnership’s consolidated financial statements. On July 22, 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards and improve comparability between GAAP and IFRS. The amendments in ASU 2015-11 change the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within fiscal years beginning after December 15, 2017. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a material impact on the Partnership’s consolidated financial statements. On May 28, 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The standard is effective for interim and annual periods beginning after December 15, 2017 and permits the use of either retrospective or cumulative effect transition method. Early adoption is permitted for annual periods beginning after December 15, 2016. The Partnership is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Partnership has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories As of March 31, 2016 and December 31, 2015 , the Partnership’s inventories consisted of finished goods. The Partnership had no raw materials and/or work-in-progress inventories. Below is a summary of inventory balances by product as of March 31, 2016 and December 31, 2015 : As of March 31, December 31, Ammonia $ 797 $ 2,982 Methanol 3,365 2,992 Total $ 4,162 $ 5,974 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment As of March 31, December 31, Land $ 3,371 $ 3,371 Furniture and Fixtures 485 423 Plant and equipment 758,632 759,209 Vehicles 55 118 Buildings 14,612 14,612 Construction in progress 4,520 2,735 781,675 780,468 Less: accumulated depreciation 120,950 105,769 $ 660,725 $ 674,699 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt (a) Debt – Related Party On August 20, 2013, OCIB entered into a $40,000 intercompany revolving facility agreement with OCI Fertilizer (the “Intercompany Revolving Facility”), with a maturity date of January 20, 2020 . The amount that can be drawn under the Intercompany Revolving Facility is limited by the Revolving Credit Facility (as defined below) to $40,000 minus the amount of indebtedness outstanding under the Revolving Credit Facility. Borrowings under the Intercompany Revolving Facility bear interest at a rate equal to the sum of (i) the rate per annum applicable to the Term B-3 Loans discussed in note 5(b), plus (ii) 0.25%. OCIB pays a commitment fee to OCI Fertilizer under the Intercompany Revolving Facility on the undrawn available portion at a rate of 0.5% per annum, which is included as a component of interest expense – related party on the unaudited condensed consolidated statements of operations. The Intercompany Revolving Facility is subordinated to indebtedness under the Term Loan B Credit Facility (as defined below) and the Revolving Credit Facility. As of March 31, 2016 , OCIB has not drawn under the Intercompany Revolving Facility. On September 15, 2013, three separate intercompany loan agreements between OCIB and OCI Fertilizer were replaced with an intercompany term facility agreement with OCI Fertilizer (the “Intercompany Term Facility”), with a borrowing capacity of $200,000 and a maturity date of January 20, 2020 . On November 27, 2013, OCIB utilized the funds borrowed under the Incremental Term Loan (see note 5(b)) to repay amounts owing under the Intercompany Term Facility and entered into Amendment No. 1 to the Intercompany Term Facility (the “Intercompany Term Amendment”). Under the terms of the Intercompany Term Amendment, the borrowing capacity under the Intercompany Term Facility was reduced to $100,000 . Borrowings under the Intercompany Term Facility are subordinated to the Term B-3 Loans (as defined below) under the Term Loan B Credit Facility and the Revolving Credit Facility. Borrowings under the Intercompany Term Facility bear interest at a rate equal to the sum of (i) the rate per annum applicable to the Term B-3 Loans discussed in note 5(b) plus (ii) 0.25%. As of March 31, 2016 , OCIB has not drawn under the Intercompany Term Facility. OCIB's ability to borrow under the intercompany credit facilities with OCI Fertilizer is dependent on OCI's ability and willingness to loan money to OCIB under those facilities. To the extent that OCI faces liquidity, capital, credit or other constraints at the time we initiate borrowings under our intercompany credit facilities, we may be unable to draw the full amount otherwise available to use under those facilities. (b) Debt – Third Party March 31, Interest Rate Interest Rate as of Maturity Date Revolving Credit Facility $ 25,000 3.50% + LIBOR 3.94% March 31, 2017 Less: Unamortized Debt Issue Costs 29 Revolving Credit Facility, Net $ 24,971 March 31, Interest Rate Interest Rate as of Maturity Date Term Loan B Credit Facility $ 439,665 6.75% + Adjusted LIBOR 7.75% August 20, 2019 Less: Current Portion 4,480 Less: Unamortized Discount and Debt Issue Costs 15,702 Term Loan Facility, Net $ 419,483 December 31, Interest Rate Interest Rate as of Maturity Date Term Loan B Credit Facility $ 440,785 5.50% + Adjusted LIBOR 6.50% August 20, 2019 Less: Current Portion 4,480 Less: Unamortized Discount and Debt Issue Costs 15,520 Term Loan Facility, Net $ 420,785 Term Loan B Credit Facility and Amendments Thereto On August 20, 2013, OCIB and OCI USA entered into a $360,000 senior secured term loan facility agreement (as amended, supplemented or restated from time to time, the “Term Loan B Credit Facility”) with a syndicate of lenders, comprised of two tranches of term debt in the amounts of $125,000 (the “Term B-1 Loan”) and $235,000 (the “Term B-2 Loan” and together with the Term B-1 Loan, the “Term B Loans”), respectively. Pursuant to the terms of the Term Loan B Credit Facility, upon the completion of the IPO, the Partnership utilized proceeds of approximately $126,085 received from the IPO to repay in full outstanding borrowings under the Term B-1 Loan of approximately $125,000 and $1,085 of accrued interest, leaving only the Term B-2 Loan outstanding. The Partnership subsequently became a party to the Term Loan B Credit Facility through a credit agreement joinder, dated as of October 18, 2013. On November 27, 2013, OCIB, the Partnership and OCI USA entered into Amendment No. 1 to the Term Loan B Credit Facility (the “Term Loan Amendment No. 1”) with Bank of America, N.A., as administrative agent, collateral agent and incremental term loan lender, and the other lenders party thereto. Pursuant to the terms of Term Loan Amendment No. 1, OCIB borrowed an incremental $165,000 term B-2 loan (the “Incremental Term Loan”) under the Term Loan B Credit Facility (collectively with the existing Term B-2 Loan, the “Term B-2 Loans”). OCIB utilized the proceeds of the Incremental Term Loan to repay amounts owing under the Intercompany Term Facility (see note 5(a)). Term Loan Amendment No. 1 also adjusted the amortization schedule for the Term B-2 Loans to encompass the new tranche composed of the Incremental Term Loan. In addition, Term Loan Amendment No. 1 clarified that the maximum principal amount of Incremental Term Loans that may be incurred under the Term Loan B Credit Facility (as amended by Term Loan Amendment No. 1) is the sum of (and not the greater of) (a) $100,000 and (b) such other amount such that, after giving effect on a pro forma basis to any such incremental facility and other applicable pro forma adjustments, the first lien net leverage ratio is equal to or less than 1.25 to 1.00. On April 4, 2014 , OCIB, the Partnership and OCI USA entered into Amendment No. 2 and Waiver (“Term Loan Amendment No. 2”) to the Term Loan B Credit Facility, with Bank of America, N.A., as administrative agent, collateral agent and additional term loan lender, and the other lenders party thereto. Pursuant to the terms of Term Loan Amendment No. 2, OCIB refinanced the Term B-2 Loans through the cashless repayment of the Term B-2 Loans and the simultaneous incurrence of a new tranche of loans (the “Term B-3 Loans”). The Term B-3 Loans have terms and provisions identical to the Term B-2 Loans, except as specifically modified by Term Loan Amendment No. 2. Term Loan Amendment No. 2 (i) reduced the interest rate margin on the outstanding term loans under the Term Loan B Credit Facility such that OCIB may select an interest rate of (a) 4.00% above the London Interbank Offered Rate (“LIBOR”) for LIBO Rate Term Loans (as defined in the Term Loan B Credit Facility) or (b) 3.00% above the Base Rate for Base Rate Loans (as each such term is defined in the Term Loan B Credit Facility), (ii) decreased the minimum LIBO Rate (as defined in the Term Loan B Credit Facility) from 1.25% to 1.00% , (iii) reset the prepayment premium of 1.00% on voluntary prepayments of the Term B-3 Loans for twelve months after the closing of Term Loan Amendment No. 2, and (iv) provided for delivery of financial information from the Partnership instead of OCIB, with reconciliation information to the financial information for OCIB. On June 13, 2014, OCIB, the Partnership and OCI USA entered into Amendment No. 3 (“Term Loan Amendment No. 3”) to the Term Loan B Credit Facility with Bank of America, N.A., as administrative agent. Term Loan Amendment No. 3 (i) corrected an inconsistency in the definition of “Hedging Agreement”, (ii) amended Section 10.01(ii) by adding that the liens permitted by such section cannot be for debt that is overdue, (iii) revised the intercompany subordination agreement entered into in connection with the Term Loan B Credit Facility to clarify that intercompany debt will be subordinate to the obligations owed to counterparties under hedge agreements that are secured pursuant to the terms of the Term Loan B Credit Facility and (iv) made certain technical changes to certain defined terms. On March 12, 2015, OCIB, the Partnership and OCI USA entered into Amendment No. 4 (“Term Loan Amendment No. 4”) to the Term Loan B Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto to (i) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.25 for the quarter ending March 31, 2015, (ii) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.50 for the quarters ending June 30, 2015 and September 30, 2015, (iii) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.25 for the quarter ending December 31, 2015, (iv) increase the interest rate margin on the outstanding term loans under the Term Loan B Facility such that OCIB may select an interest rate of (a) 4.50% above LIBOR for LIBO Rate Term Loans (as defined in the Term Loan B Credit Facility) or (b) 3.50% above the Base Rate for Base Rate Term Loans (as each such term is defined in the Term Loan B Credit Facility), (v) applied a prepayment premium (A) with respect to any voluntary prepayment of Term B-3 Loans (including in connection with the incurrence of refinancing indebtedness), of 3% of the principal amount of the Term B-3 Loans so prepaid on or prior to the first anniversary of the Term Loan Amendment No. 4 effective date, stepping down to 2% after the first anniversary thereof but on or prior to the second anniversary thereof, and to par thereafter and (B) with respect to any amendment to the Term Loan B Credit Facility resulting in a Repricing Transaction (as defined in the Term Loan B Credit Facility), of 3% of the principal amount of the Term B-3 Loans so repriced on or prior to the first anniversary of the Term Loan Amendment No. 4 effective date, stepping down to 2% after the first anniversary thereof but on or prior to the second anniversary thereof and to 1% after the second anniversary thereof but on or prior to the third anniversary thereof and to par thereafter and (vi) make certain technical changes to certain defined terms. On July 2, 2015, OCIB, the Partnership and OCI USA entered into an Incremental Term Loan Commitment Agreement (the “Incremental Term Loan Agreement”) with Bank of America, N.A., as administrative agent and lender thereunder, pursuant to which OCIB incurred an incremental term loan in the principal amount of $50,000 (the “Incremental Term Loan No. 2”) under the Term Loan B Credit Facility. The Incremental Term Loan No. 2 has terms and provisions identical to the existing Term B-3 Loans (the “Existing Term B-3 Loans”), and the Incremental Term Loan No. 2 and the Existing Term B-3 Loans collectively comprise a single tranche of Term B-3 Loans under the Term Loan B Credit Facility. On October 16, 2015, OCIB, the Partnership and OCI USA entered into Amendment No. 5 and Waiver (“Term Loan Amendment No. 5”) to the Term Loan B Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Term Loan Amendment No. 5 (i) increased the maximum consolidated senior secured net leverage ratio from 2.50 to 3.75 for the quarter ending September 30, 2015, (ii) increased the maximum consolidated senior secured net leverage ratio from 2.25 to 3.75 for the quarter ending December 31, 2015, (iii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 3.75 for the quarter ending March 31, 2016, (iv) decreased the minimum consolidated interest coverage ratio from 5.00 to 3.50 for the quarters ending September 30, 2015, December 31, 2015 and March 31, 2016, and (v) increased the interest rate margin on the outstanding term loans under the Term Loan B Credit Facility such that OCIB may select an interest rate of (a) 5.50% above LIBOR for the Term B-3 Tranche of LIBO Rate Term Loans (as defined in the Term Loan B Credit Facility) or (b) 4.50% above the Base Rate for the Term B-3 Tranche of Base Rate Term Loans (as each such term is defined in the Term Loan B Credit Facility). On March 17, 2016, OCIB, the Partnership and OCI USA entered into Amendment No. 6 (“Term Loan Amendment No. 6”) to the Term Loan B Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Term Loan Amendment No. 6 (i) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 4.25 for the quarter ending June 30, 2016, (ii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 4.75 for the quarter ending September 30, 2016, (iii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 5.00 for the quarters ending December 31, 2016 and March 31, 2017, (iv) decreased the minimum consolidated interest coverage ratio from 5.00 to 3.00 for the quarter ending June 30, 2016 and to 2.50 for the quarters ending September 30, 2016, December 31, 2016 and March 31, 2017, and (v) increased the interest rate margin on the outstanding term loans under the Term Loan B Credit Facility such that OCIB may select an interest rate of (a) 6.75% above LIBOR for the Term B-3 Tranche of LIBO Rate Term Loans (as defined in the Term Loan B Credit Facility) or (b) 5.75% above the Base Rate for the Term B-3 Tranche of Base Rate Term Loans (as each such term is defined in the Term Loan B Credit Facility. The Term B-3 Loans mature on August 20, 2019 and are subject to certain mandatory prepayment obligations upon the disposition of certain assets and the incurrence of certain indebtedness. The Term B-3 Loans are also subject to mandatory quarterly repayments equal to 0.25% of the sum of (a) the Existing Term B-3 Loans outstanding on the Term Loan Amendment No. 2 effective date and (b) the principal amount of the Incremental Term Loan No. 2. Scheduled maturities with respect to the Term Loan B Credit Facility are as follows: Fiscal Year 2016 3,360 2017 4,480 2018 4,480 2019 427,345 Total $ 439,665 The Term B-3 Loans, as well as related fees and expenses, are unconditionally guaranteed by OCI USA, the Partnership and certain of its future subsidiaries other than OCIB. The Term B-3 Loans, and related fees and expenses, are secured by a first priority lien on substantially all of OCIB’s and the Partnership's assets (OCI USA does not provide any security with its guarantee; upon completion of the IPO, all security provided by OCI USA was released, and the Partnership entered into an all-assets pledge, including its ownership interest in OCIB). The Term Loan B Credit Facility contains customary covenants and conditions, including limitations on our ability to finance future operations or capital needs or to engage in other business activities. These restrictions and covenants will limit our ability, among other things, to: • incur additional indebtedness; • create liens on assets; • engage in mergers or consolidations; • sell assets; • pay dividends and distributions or repurchase our common units; • make investments, loans or advances; • prepay certain subordinated indebtedness; • make certain acquisitions or enter into agreements with respect to our equity interests; and • engage in certain transactions with affiliates. In addition, as of March 31, 2016 , OCIB may not permit, on the last day of any fiscal quarter (i) the consolidated senior secured net leverage ratio to exceed (a) in the fiscal quarter ending March 31, 2016, 3.75 to 1.00, (b) in the fiscal quarter ending June 30, 2016, 4.25 to 1.00, (c) in the fiscal quarter ending September 30, 2016, 4.75 to 1.00, (d) in the fiscal quarters ending December 31, 2016 and March 31, 2017, 5.00 to 1.00 and (d) each fiscal quarter ending thereafter, 1.75 to 1.00 and (ii) the consolidated interest coverage ratio on the last day of any fiscal quarter to be less than (a) in the fiscal quarter ending March 31, 2016, 3.50 to 1.00, (b) in the fiscal quarter ending June 30, 2016, 3.00 to 1.00, (c) in the fiscal quarters ending September 30, 2016, December 31, 2016 and March 31, 2017, 2.50 to 1.00 and (d) each fiscal quarter ending thereafter, 5.00 to 1.00. The consolidated senior secured net leverage ratio is defined as the ratio of (i) (A) consolidated senior secured debt less (B) the aggregate amount of unrestricted cash and cash equivalents included on the consolidated balance sheet to (ii) consolidated EBITDA for the last four quarters. The consolidated interest coverage ratio is defined as the ratio of (i) consolidated EBITDA for the last four quarters to (ii) consolidated interest expense for the last four quarters. For the period ending March 31, 2016 , we applied the Consolidated EBITDA Material Project Adjustments (as defined in the Term Loan B Credit Facility) to our calculation of Consolidated EBITDA (as defined in the Term Loan B Credit Facility) in computing the aforementioned ratios. As of March 31, 2016 , OCIB’s consolidated senior secured net leverage ratio was 3.03 to 1.00, and its consolidated interest coverage ratio was 5.78 to 1.00. Upon the occurrence of certain events of default under the Term Loan B Credit Facility, OCIB’s obligations under the Term Loan B Credit Facility may be accelerated. The Term Loan B Credit Facility also contains various nonfinancial covenants, which include, among others, undertakings with respect to reporting requirements, maintenance of specified insurance coverage, and compliance with applicable laws and regulations. As of March 31, 2016 , the Partnership was in compliance with all these covenants. The Term Loan B Credit Facility contains events of default customary for credit facilities of this nature, including, but not limited to, the failure to pay any principal, interest or fees when due, failure to satisfy any covenant, untrue representations or warranties, impairment of liens, events of default under any other loan document, default under any other material debt agreements, insolvency, certain bankruptcy proceedings, change of control and material litigation resulting in a final judgment against any borrower or subsidiary guarantor. Upon the occurrence and during the continuation of an event of default under the Term Loan B Credit Facility, the lenders may, among other things, accelerate and declare the outstanding loans to be immediately due and payable and exercise remedies against OCIB, the Partnership and the collateral as may be available to the lenders under the Term Loan B Credit Facility and other loan documents. The closing of the CF-OCI Combination Transaction, described above in note 1—Business and Basis of Presentation, will constitute a change of control under our Term Loan B Credit Facility, which is an event of default under that agreement. Although we expect that our Term Loan B Credit Facility will be refinanced in connection with the closing of the CF-OCI Combination Transaction, there is no assurance that such refinancing will occur on acceptable terms or at all. Upon a default, unless waived, our lenders would have all remedies available to a secured lender and could elect to terminate their commitments, cease making further loans, cause their loans to become immediately due and payable in full, institute foreclosure proceedings against us or our assets and force us and our subsidiary into bankruptcy or liquidation. Revolving Credit Facility and Amendments Thereto On April 4, 2014, OCIB as borrower, the Partnership as a guarantor, Bank of America, N.A. as administrative agent and a syndicate of lenders entered into a revolving credit facility agreement (as amended, supplemented or restated from time to time, the “Revolving Credit Facility”), with an initial aggregate borrowing capacity of up to $40,000 (less any amounts borrowed under the Intercompany Revolving Facility (as defined in note 5(a)), including a $20,000 sublimit for letters of credit. All proceeds from this facility will be used by OCIB for working capital, capital expenditures and other general corporate purposes. On June 13, 2014, OCIB, the Partnership and OCI USA entered into Amendment No. 1 (“Revolving Credit Amendment No. 1”) to the Revolving Credit Facility with Bank of America, N.A., as administrative agent. Revolving Credit Amendment No. 1 (i) amended Section 10.01(ii) by adding that the liens permitted by such section cannot be for debt that is overdue, (ii) amended Section 10.01(xiv) to clarify that such sub-section permits the granting of liens in connection with hedge agreements permitted under the terms of the Revolving Credit Facility, (iii) revised the intercompany subordination agreement entered into in connection with the Revolving Credit Facility to clarify that intercompany debt will be subordinate to the obligations owed to counterparties under hedge agreements that are secured pursuant to the terms of the Revolving Credit Facility and (iv) made certain technical changes to certain defined terms. On March 12, 2015, OCIB and the Partnership entered into Revolving Credit Amendment No. 2 (“Revolving Credit Amendment No. 2”) to the Revolving Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto to (i) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.25 for the quarter ending March 31, 2015, (ii) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.50 for the quarters ending June 30, 2015 and September 30, 2015, (iii) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.25 for the quarter ending December 31, 2015, (iv) extend the maturity of the Revolving Credit Facility until March 12, 2016, (v) suspended the requirement to repay in full all outstanding revolving loans under the Revolving Credit Facility on the last business day of each June and December for the calendar year 2015 and (vii) made certain technical changes to certain defined terms. On March 23, 2015, OCIB borrowed $40,000 under the Revolving Credit Facility and on September 30, 2015, OCIB repaid $15,000 of the outstanding principal amount. On October 16, 2015, OCIB, the Partnership and OCI USA entered into Amendment No. 3 and Waiver (“Revolving Credit Amendment No. 3”) to the Revolving Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Revolving Credit Amendment No. 3 (i) increased the maximum consolidated senior secured net leverage ratio from 2.50 to 3.75 for the quarter ending September 30, 2015, (ii) increased the maximum consolidated senior secured net leverage ratio from 2.25 to 3.75 for the quarter ending December 31, 2015, (iii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 3.75 for the quarter ending March 31, 2016, and (iv) decreased the minimum consolidated interest coverage ratio from 5.00 to 3.50 for the quarters ending September 30, 2015, December 31, 2015 and March 31, 2016. On March 11, 2016, OCIB, the Partnership and OCI USA entered into Amendment No. 4 (“Revolving Credit Amendment No. 4”) to the Revolving Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Revolving Credit Amendment No. 4 extended the maturity of the Revolving Credit Facility until March 31, 2016. On March 17, 2016, OCIB, the Partnership and OCI USA entered into Amendment No. 5 (“Revolving Credit Amendment No. 5”) to the Revolving Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Revolving Credit Amendment No. 5 among other things (i) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 4.25 for the quarter ending June 30, 2016, (ii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 4.75 for the quarter ending September 30, 2016, (iii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 5.00 for the quarters ending December 31, 2016 and March 31, 2017, (iv) decreased the minimum consolidated interest coverage ratio from 5.00 to 3.00 for the quarter ending June 30, 2016 and to 2.50 for the quarters ending September 30, 2016 and December 31, 2016, (v) extended the maturity of the Revolving Credit Facility until March 31, 2017, (vi) increased the applicable margin by 0.75% , (vii) introduced specified liquidity targets to meet on a quarterly basis for each of the three quarters ending June 30, 2016, September 30, 2016 and December 31, 2016 (viii) imposed the requirement that OCIB repay in full all outstanding revolving loans under the Revolving Credit Facility on the last business day of each fiscal quarter, commencing September 30, 2016 provided that with respect to the repayment occurring on September 30, 2016, OCIB shall only be required to repay an amount such that no more that $20,000 in aggregate principal amount of the revolving loans remain outstanding on such date after giving effect to such repayment and (ix) increased the applicable commitment fee to 1.40% per annum. Outstanding principal amounts under the Revolving Credit Facility bear interest at OCIB’s option at either LIBOR plus a margin of 3.50% or a base rate plus a margin of 2.50%. OCIB also pays a commitment fee of 1.40% per annum on the unused portion of the Revolving Credit Facility. The Revolving Credit Facility has a one-year term that may be extended for additional one-year periods subject to the consent of the lenders. OCIB is required to repay in full all outstanding revolving loans under the Revolving Credit Facility on the last business day of each fiscal quarter, commencing September 30, 2016 provided that with respect to the repayment occurring on September 30, 2016, OCIB shall only be required to repay an amount such that no more that $20,000 in aggregate principal amount of the revolving loans remain outstanding on such date after giving effect to such repayment. OCIB’s obligations under the Revolving Credit Facility are guaranteed by the Partnership and certain of its future subsidiaries other than OCIB. OCIB’s obligations under the Revolving Credit Facility are secured by a first priority lien (which is pari passu with the first priority lien securing obligations under the Term Loan B Credit Facility) on substantially all of the tangible and intangible assets of OCIB and the Partnership. In addition, the Revolving Credit Facility contains covenants and provisions that affect OCIB and the Partnership, including, among others, customary covenants and provisions: • prohibiting OCIB from incurring indebtedness (subject to customary exceptions); • limiting OCIB’s ability and that of the Partnership from creating or incurring specified liens on their respective properties (subject to customary exceptions); • limiting OCIB’s ability and that of the Partnership to make distributions and equity repurchases (which shall be permitted if no default exists and in the case of distributions and equity repurchases from a subsidiary to its parent); and • prohibiting consolidations, mergers and asset transfers by OCIB and the Partnership (subject to customary exceptions). Under the Revolving Credit Facility, OCIB is also subject to certain financial covenants that are tested on a quarterly basis. As of March 31, 2016 , OCIB may not permit, on the last day of any fiscal quarter (i) the consolidated senior secured net leverage ratio to exceed (a) in the fiscal quarter ending March 31, 2016, 3.75 to 1.00, (b) in the fiscal quarter ending June 30, 2015, 4.25 to 1.00, (c) in the fiscal quarter ending September 30, 2016, 4.75 to 1.00, (d) in the fiscal quarters ending December 31, 2016 and March 31, 2017, 5.00 to 1.00 and (e) each fiscal quarter ending thereafter, 1.75 to 1.00 and (ii) the consolidated interest coverage ratio on the last day of any fiscal quarter to be less than (a) in the fiscal quarter ending March 31, 2016, 3.50 to 1.00, (b) in the fiscal quarter ending June 30, 2016, 3.00 to 1.00, (c) in the fiscal quarters ending September 30, 2016, December 31, 2016 and March 31, 2017, 2.50 to 1.00 and (d) each fiscal quarter ending thereafter, 5.00 to 1.00. The consolidated senior secured net leverage ratio is defined as the ratio of (i) (A) consolidated senior secured debt less (B) the aggregate amount of unrestricted cash and cash equivalents included on the consolidated balance sheet to (ii) consolidated EBITDA for the last four quarters. The consolidated interest coverage ratio is defined as the ratio of (i) consolidated EBITDA for the last four quarters to (ii) consolidated interest expense for the last four quarters. For the period ending March 31, 2016 , we applied the Consolidated EBITDA Material Project Adjustments (as defined in the Revolving Credit Facility) to our calculation of Consolidated EBITDA (as defined in the Revolving Credit Facility) in computing the aforementioned ratios. As of March 31, 2016 , OCIB’s consolidated senior secured net leverage ratio was 3.03 to 1.00, and its consolidated interest coverage ratio was 5.78 to 1.00. Upon the occurrence of certain events of default under the Revolving Credit Facility, OCIB’s obligations under the Revolving Credit Facility may be accelerated. The Revolving Credit Facility also contains various nonfinancial covenants, which include, among others, undertaking with respect to reporting requirements, maintenance of specified insurance coverage, and compliance with applicable laws and regulations. As of March 31, 2016 , the Partnership was in compliance with all of these covenants. The Revolving Credit Facility contains events of default customary for credit facilities of this nature, including, but not limited to, the failure to pay any principal, interest or fees when due, failure to satisfy any covenant, untrue representations or warranties, impairment of liens, events of default under any other loan document under the credit facility, default under any other material debt agreements, insolvency, certain bankruptcy proceedings, change of control and material litigation resulting in a final judgment against any borrower or subsidiary guarantor. Upon the occurrence and during the continuation of an event of default under the Revolving Credit Facility, the lenders may, among other things, accelerate and declare the outstanding loans to be immediately due and payable and exercise remedies against OCIB, the Partnership and the collateral as may be available to the lenders under the Revolving Credit Facility and other loan documents. The closing of the CF-OCI Combination Transaction, described above in note 1—Business and Basis of Presentation, will constitute a change of control under our Revolving Credit Facility, which is an event of default under that agreement. Although we expect that our Revolving Credit Facility will be refinanced in connection with the closing of the CF-OCI Combination Transaction, there is no assurance that such refinancing will occur on acceptable terms or at all. Upon a default, unless waived, our lenders would have all remedies available to a secured lender and could elect to terminate their commitments, cease making further loans, cause their loans to become immediately due and payable in full, institute foreclosure proceedings against us or our assets and force us and our subsidiary into bankruptcy or liquidation. (c) Debt Issuance Costs Term Loan B Credit Facility and Amendments Thereto The Term Loan B Credit Facility included a 1.5% debt discount of $5,400 that was withheld from the proceeds of the loans, a 1.5% arranger fee of $5,400 , as well as $2,500 of associated legal and structuring fees. OCIB recorded the debt discount, the arranger fees and legal and structuring fees as a reduction of long-term debt in the accompanying consolidated balance sheet. Upon the completion of our IPO, the Partnership repaid in full all amounts outstanding under the Term B-1 Loan, and wrote off the debt discount and debt issue costs that were deferred relating the Term B-1 Loan, resulting in a loss on extinguishment of debt in the year ended December 31, 2013 of $4,498 . The Incremental Term Loan included a 0.5% debt discount of $825 that was withheld from the loan proceeds, a 0.75% arranger fee of $1,237 , as well as $295 of associated legal and structuring fees. OCIB and OCI Fertilizer agreed to reduce the amount owing under the Intercompany Term Facility by a total of $2,562 , $2,172 of which was comprised of debt discount, arranger fee and a portion of the associated legal and structuring fees, and the remaining $390 represented the amount of prepaid interest – related party. OCIB recorded the debt discount, the arranger fees and the legal and struc |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related Party Transactions The Partnership has maintained and been involved with certain arrangements and transactions with OCI and its affiliates. The material effects of such arrangements and transactions are reported in the accompanying unaudited condensed consolidated financial statements as related party transactions. The following table represents the effect of related party transactions on the unaudited condensed consolidated results of operations for the three and nine-month periods ended March 31, 2016 and 2015 : Three-Months Ended 2016 2015 Revenue $ 7,910 $ — Cost of goods sold (exclusive of depreciation) 5,699 6,011 Selling, general and administrative expenses (1) 1,511 1,305 Interest expense 51 50 (1) Amounts represented in selling, general and administrative expense were incurred to the following related parties: Three-Months Ended 2016 2015 OCI GP LLC $ 1,029 $ 1,003 OCI Nitrogen B.V. 0 18 OCI Personnel B.V. 186 162 Contrack International Inc. 252 108 OCI Fertilizer B.V. 0 14 OCI Fertilizers Trade & Supply B.V. 44 0 Total selling, general and administrative expenses – related party 1,511 1,305 Our Agreements with OCI Omnibus Agreement On October 9, 2013, in connection with the closing of the IPO, the Partnership entered into an omnibus agreement by and between the Partnership, OCI N.V., OCI USA, OCI GP LLC and OCIB (the “Omnibus Agreement”). The Omnibus Agreement addresses certain aspects of the Partnership’s relationship with OCI and OCI USA, including: (i) certain indemnification obligations, (ii) the provision by OCI USA to the Partnership of certain services, including selling, general and administrative services and management and operating services relating to operating the Partnership’s business, (iii) the Partnership’s use of the name “OCI” and related marks and (iv) the allocation among the Partnership and OCI USA of certain tax attributes. Under the Omnibus Agreement, OCI USA provides, or causes one or more of its affiliates to provide, the Partnership with such selling, general and administrative services and management and operating services as may be necessary to manage and operate the business and affairs of the Partnership. Pursuant to the Omnibus Agreement, the Partnership reimburses OCI USA for all reasonable direct or indirect costs and expenses incurred by OCI USA or its affiliates in connection with the provision of such services, including the compensation and employee benefits of employees of OCI USA or its affiliates. We incurred costs under this contract, payable to OCI GP LLC, in connection with reimbursement of providing selling, general and administrative services and management and operating services to manage and operate the business and affairs of the Partnership in the amount of $6,728 during the three -month period ended March 31, 2016 as compared to $7,014 during the three -month period ended March 31, 2015 . Of these amounts, the wages directly attributable to revenue-producing operations were included in cost of goods sold (exclusive of depreciation) and the remaining amounts incurred were included in selling, general and administrative expense. During the three -month period ended March 31, 2016 , $5,699 were recorded in costs of goods sold (exclusive of depreciation) and $1,029 were recorded in selling, general and administrative expense. During the three -month period ended March 31, 2015 , $6,011 were recorded in costs of goods sold (exclusive of depreciation) and $1,003 were recorded in selling, general and administrative expense. Accounts payable – related party include amounts incurred but unpaid to OCI GP LLC of $3,144 and $1,522 as of March 31, 2016 and December 31, 2015 , respectively. As shown in the table above, the Partnership recorded amounts due to (i) OCI Nitrogen B.V., an indirect, wholly-owned subsidiary of OCI, (ii) OCI Personnel B.V., an indirect, wholly-owned subsidiary of OCI, (iii) Contrack International Inc., an affiliate of OCI, (iv) OCI Fertilizer B.V., an indirect, wholly-owned subsidiary of OCI, and (v) OCI Fertilizer Trade & Supply B.V., an indirect, wholly-owned subsidiary of OCI, in selling, general and administrative expense as shown on the unaudited condensed consolidated statement of operations, in relation to officers’ salaries, wages and travel expenses, and asset management information-technology-related project expenses in the amount of $481 during the three -month period ended March 31, 2016 as compared to $302 during the three -month period ended March 31, 2015 . Accounts payable – related party include amounts incurred but unpaid to the aforementioned parties of $729 and $1,394 as of March 31, 2016 and December 31, 2015 , respectively. Distributions and Payments to OCI USA and Its Affiliates Prior to the completion of the IPO, certain assets of OCIB were distributed to OCI USA. In October 2013, OCIB distributed $56,700 of cash and $35,616 of accounts receivable to OCI USA, which was comprised of $8,056 of advances due from related party and $27,560 of trade receivables. All collections of transferred advances due from related parties have been received directly by OCI USA, and all collections of transferred trade receivables have been received by the Partnership and will be remitted to OCI USA. As of March 31, 2016 , we have remitted $18,060 of the collections of the transferred trade receivables to OCI USA, and the remaining balance of $9,500 is recorded in accounts payable – related party on the unaudited condensed consolidated balance sheet as of March 31, 2016 . Intercompany Revolving Facility and Intercompany Term Facility As indicated above in note 5(a), OCIB recorded interest expense – related party of $51 during the three -month period ended March 31, 2016 and $50 during the three -month period ended March 31, 2015 in relation to the commitment fee on the unused portion of our Intercompany Revolving Facility owed to OCI Fertilizer Construction Agreement with Orascom E&C USA Inc. In June 2013, OCIB entered into a procurement and construction contract with Orascom E&C USA Inc. (“Orascom E&C”), an affiliate of OCI, pursuant to which Orascom E&C undertook the debottlenecking of OCIB’s methanol and ammonia production units (the “Construction Contract”). Upon execution of the Construction Contract, a technical service agreement that was previously entered into by OCIB and OCI Construction Limited, an affiliate of OCI, providing for the management and construction services relating to the debottlenecking project was subsumed within the Construction Contract. Under the terms of the Construction Contract, Orascom E&C was paid on a cost-reimbursable basis, plus a fixed fee equal to 9% of the costs of the project, excluding any discounts. The contract allocated customary responsibilities to OCIB and Orascom E&C. The agreement did not provide for the imposition of liquidated or consequential damages. Amounts (including the fixed fee) incurred under the Construction Contract were $0 during the three -month period ended March 31, 2016 as compared to a credit in the amount of $2,268 for discounts realized from subcontractors during the three -month period ended March 31, 2015 . All amounts incurred under this contact were capitalized into construction in progress, which is a component of property plant and equipment shown in the unaudited condensed consolidated balance sheet. We had no amounts due to Orascom E&C as of March 31, 2016 and December 31, 2015 . Related Party Sales On May 12, 2015, OCIB entered into an agreement with OCI Fertilizers USA LLC (“OCI Fertilizers USA”), an indirect, wholly-owned subsidiary of OCI that is a wholesaler of ammonia, to supply OCI Fertilizers USA with commercial grade anhydrous ammonia. OCI Fertilizers USA purchases the ammonia to resell to third parties. The term of the agreement began on June 1, 2015 and ends on May 31, 2017 and renews automatically unless a party cancels with 90 days ’ notice. Under the terms of the agreement, OCI Fertilizers USA is paid a 1.5% commission of the sales price to third parties. During the three -months ended March 31, 2016 , we had related party sales of $2,664 for the sale of Ammonia to OCI Fertilizers USA. We had no related party sales during the three -months ended March 31, 2015 . Accounts Receivable – related party includes amounts due from OCI Fertilizer USA of $1,009 and $660 as of March 31, 2016 and December 31, 2015 , respectively. On December 14, 2015, OCIB entered into an agreement with OCI Fertilizer Trade & Supply B.V., an international trader of ammonia, to supply OCI Fertilizers Trade & Supply B.V. with commercial grade anhydrous ammonia. OCI Fertilizers Trade & Supply B.V. purchases the ammonia to resell to OCI Nitrogen at its facilities in the Netherlands. The term of the agreement began in December 2015 and ended in February 2016. During the three -months ended March 31, 2016 , we had related party sales of $5,246 for the sale of Ammonia to OCI Fertilizer Trade & Supply B.V. We had no related party sales during the three -months ended March 31, 2015 . Accounts Receivable – related party includes amounts due from OCI Fertilizer Trade & Supply B.V. of $0 and $4,208 as of March 31, 2016 and December 31, 2015 , respectively. Other Transactions with Related Parties Equity Commitment Agreement On November 27, 2013, the Partnership entered into an intercompany equity commitment agreement with OCI USA (the “Intercompany Equity Commitment”). Under the terms of the Intercompany Equity Commitment, OCI USA shall make an equity contribution not to exceed $100,000 to the Partnership if (a) prior to the completion of the debottlenecking project, the Partnership or OCIB have liquidity needs for working capital or other needs and the restrictions under the Term Loan B Credit Facility or any other debt instrument prohibit the Partnership or OCIB from incurring sufficient additional debt to fund such liquidity needs; or (b) OCIB fails to comply with any of the financial covenants as of the last day of any fiscal quarter. On November 10, 2014, pursuant to the Intercompany Equity Commitment, the Partnership received a capital contribution of $60,000 from OCIP Holding LLC (“OCIP Holding”), an indirect, wholly-owned subsidiary of OCI, to help finance the funding required to complete the debottlenecking project, and, in exchange, the Partnership issued 2,995,372 common units to OCIP Holding. The common units were issued pursuant to a contribution agreement, dated November 10, 2014, by and among the Partnership, OCIP Holding and OCI USA, at a price per common unit equal to $20.0309 (the volume-weighted average trading price of a common unit on the NYSE, calculated over the consecutive 20 -trading day period ending on the close of trading on the trading day immediately prior to the issue date). Immediately following the issuance of common units to OCIP Holding on November 10, 2014, OCIP Holding held 65,995,372 common units in the Partnership, representing a 79.04% limited partner interest. On April 17, 2015, the Partnership received a capital contribution of $60,000 from OCIP Holding to partially fund capital expenditures and other costs and expenses incurred in connection with the debottlenecking project, and, in exchange, the Partnership issued 3,502,218 common units to OCIP Holding. The capital contribution consisted of the remaining available $40,000 under the Intercompany Equity Commitment and an additional $20,000 cash contribution. The common units were issued pursuant to a contribution agreement, dated April 17, 2015, by and among the Partnership, OCIP Holding and OCI USA, at a price per common unit equal to $17.132 (the volume-weighted average trading price of a common unit on the NYSE, calculated over the consecutive 21 -trading day period ending on the close of trading on the trading day immediately prior to the issue date). Immediately following the issuance of common units to OCIP Holding on April 17, 2015, OCIP Holding held 69,497,590 common units in the Partnership, representing a 79.88% limited partner interest. Due to the capital contributions by OCIP Holding on November 10, 2014 and April 17, 2015, and the completion of the debottlenecking project, OCI USA has no further obligation to make equity contributions to us under the Intercompany Equity Commitment. Guarantee of Term Loan B Credit Facility and Revolving Credit Facility The term loans under the Term Loan B Credit Facility and related fees and expenses are unconditionally guaranteed by OCIP and OCI USA and are each secured by pari passu senior secured liens on substantially all of OCIB’s and OCIP's assets, as well as the assets of certain future subsidiaries of OCIP (OCI USA does not provide any security in connection with its guarantee). The revolving loans and letters of credit under the Revolving Credit Facility and related fees and expenses, are unconditionally guaranteed by OCIP and are secured by pari passu senior secured liens on substantially all of OCIB’s and OCIP's assets, as well as the assets of certain future subsidiaries of OCIP . |
Significant Customers
Significant Customers | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Significant Customers | Significant Customers During the three -month periods ended March 31, 2016 and 2015 , the following customers accounted for 10% or more of the Partnership’s revenues : Customer name Three-Months Ended Three-Months Ended Koch (1) 29 % 13 % Methanex 28 % * Rentech 14 % 28 % Lucite International * 18 % Arkema, Inc. * 14 % ExxonMobil Global Services Co * 12 % (1) Figure presented includes sales to Koch Nitrogen International Sarl, Koch Nitrogen, LLC and Koch Methanol, LLC. * Customer accounted for less than 10% of the Partnership's revenues for the period presented. The loss of any one or more of the Partnership’s significant customers noted above may have a material adverse effect on the Partnership’s future results of operations. |
Retention Bonus Plan
Retention Bonus Plan | 3 Months Ended |
Mar. 31, 2016 | |
Compensation Related Costs [Abstract] | |
Retention Bonus Plan | Retention Bonus Plan On November 29, 2013, the Board of Directors approved a retention bonus plan to reinforce and encourage the continued dedication of the employees of OCI GP LLC, our general partner, and its affiliates who provide services to the Partnership by providing a retention bonus opportunity. Each non-executive employee is eligible to receive up to two retention bonuses, pursuant to this plan. Each retention bonus equals three times the employee’s base monthly salary or wages in effect on the applicable retention bonus payment date. The first retention bonus of $2,190 was accrued during the year-ended December 31, 2014 and paid during January 2015, and the second retention bonus of $2,738 was accrued during the year-ended December 31, 2015 and paid during January 2016, in each case subject to the employee’s continued employment with our general partner and its affiliates and continued provision of services for the benefit of the Partnership through the applicable retention bonus payment date. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The Partnership’s receivables and payables are short-term in nature and, therefore, the carrying values approximate their respective values as of March 31, 2016 . Debt accrues interest at a variable rate, and as such, the fair value approximates its carrying value as of March 31, 2016 and December 31, 2015 . |
Commitments, Contingencies and
Commitments, Contingencies and Legal Proceedings | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Legal Proceedings | Commitments, Contingencies and Legal Proceedings In the ordinary course of business, we are, and will continue to be, involved in various claims and legal proceedings, some of which are covered in whole or in part by insurance. We may not be able to predict the timing or outcome of these or future claims and proceedings with certainty, and an unfavorable resolution of one or more of such matters could have a material adverse effect on our financial condition, results of operations or cash flows. Currently, we are not party to any legal proceedings that, individually or in the aggregate, are reasonably likely to have a material adverse effect on our financial condition, results of operations or cash flows. On October 30, 2014, we received notice of a lawsuit filed by the employee of a delivery contractor, currently pending in the United States District Court for the Eastern District of Texas, Beaumont Division, at Cause No. 1:15-cv-0002. Plaintiff alleges injuries from his delivery of acid to OCIB’s Beaumont plant. He claims that OCIB was negligent in failing to properly inspect and maintain the premises, and to provide a safe place to work. On April 6, 2016 we settled the case and the matter is covered under a general liability insurance policy (subject to a deductible and a reservation of rights). As of March 31, 2016 we recorded $150 of expense in our condensed consolidated financial statements, which is the amount equivalent to our deductible. The Partnership’s facilities could be subject to potential environmental liabilities primarily relating to contamination caused by current and/or former operations at those facilities. Some environmental laws could impose on the Partnership the entire costs of cleanup regardless of fault, legality of the original disposal or ownership of the disposal site. In some cases, the governmental entity with jurisdiction could seek an assessment for damage to the natural resources caused by contamination from those sites. The Partnership had no significant operating expenditures for environmental fines, penalties or government-imposed remedial or corrective actions during the three-months ended March 31, 2016 and March 31, 2015 . |
Earnings per Limited Partner Un
Earnings per Limited Partner Unit | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Limited Partner Unit | Earnings per Limited Partner Unit The following table sets forth the computation of basic and diluted earnings per limited partner unit for the period indicated: Three-Months Ended 2016 2015 Net income (loss) $ (6,054 ) $ 893 Basic and diluted weighted average number of limited partner units outstanding 86,997,590 83,495,372 Basic and diluted net income (loss) per limited partner unit $ (0.07 ) $ 0.01 |
Distributions
Distributions | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Distributions | Distributions The Partnership declared the following cash distributions to its unitholders of record for the periods presented: Period of Cash Distribution Distribution Per Common Unit(1) Total Cash Distribution Date of Record Date of Distribution Fourth Quarter, ended December 31, 2014 $ 0.33 $ 27,553 March 26, 2015 April 10, 2015 First Quarter, ended March 31, 2015(2) $ — $ — — — Second Quarter, ended June 30, 2015(3) $ — $ — — — Third Quarter, ended September 30, 2015 $ 0.41 $ 35,669 November 30, 2015 December 17, 2015 Fourth Quarter, ended December 31, 2015 $ 0.32 $ 27,839 March 30, 2016 April 8, 2016 First Quarter, ended March 31, 2016 $ 0.06 $ 5,219 June 24, 2016 July 8, 2016 (1) Cash distributions for a quarter are declared and paid in the following quarter. (2) No distribution was declared for the three-months ended March 31, 2015. (3) No distribution was declared for the three-months ended June 30, 2015. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On May 9, 2016, the board of directors of our general partner declared a cash distribution to our common unitholders for the period January 1, 2016 through and including March 31, 2016 of $0.06 per unit, or approximately $5,219 in the aggregate. The cash distribution will be paid on July 8, 2016 to unitholders of record at the close of business on June 24, 2016. |
Business and Basis of Present20
Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X, neither of which requires all of the information and footnotes required by GAAP. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC, and accordingly, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Form 10-K for the year ended December 31, 2015 filed with the SEC on March 24, 2016. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal and recurring adjustments, considered necessary for a fair statement of the Partnership’s financial position as of March 31, 2016 , and the consolidated results of operations and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements include the accounts of the Partnership. All significant intercompany accounts and transactions have been eliminated in consolidation. Operating results for the three-months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other reporting period. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accuracy of estimates is based on accuracy of information used. Significant items subject to such estimates and assumptions include the useful lives of property, plant, and equipment, the valuation of property, plant, and equipment, and other contingencies. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues Accounting Standards Updates (“ASU”) to communicate changes to the codification. The Partnership considers the applicability and impact of all ASU’s. The following are those ASU’s that are relevant to the Partnership. On November 20, 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards and improve comparability between GAAP and International Financial Reporting Standards (“IFRS”). Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes and to align the presentation of deferred income tax assets and liabilities with IFRS, the amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. A reporting entity can apply the amendments either prospectively or retrospectively, with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-17 is not expected to have a material impact on the Partnership’s consolidated financial statements. On July 22, 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards and improve comparability between GAAP and IFRS. The amendments in ASU 2015-11 change the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within fiscal years beginning after December 15, 2017. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a material impact on the Partnership’s consolidated financial statements. On May 28, 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The standard is effective for interim and annual periods beginning after December 15, 2017 and permits the use of either retrospective or cumulative effect transition method. Early adoption is permitted for annual periods beginning after December 15, 2016. The Partnership is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Partnership has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories Balances by Product | Below is a summary of inventory balances by product as of March 31, 2016 and December 31, 2015 : As of March 31, December 31, Ammonia $ 797 $ 2,982 Methanol 3,365 2,992 Total $ 4,162 $ 5,974 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As of March 31, December 31, Land $ 3,371 $ 3,371 Furniture and Fixtures 485 423 Plant and equipment 758,632 759,209 Vehicles 55 118 Buildings 14,612 14,612 Construction in progress 4,520 2,735 781,675 780,468 Less: accumulated depreciation 120,950 105,769 $ 660,725 $ 674,699 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Components of Debt | March 31, Interest Rate Interest Rate as of Maturity Date Revolving Credit Facility $ 25,000 3.50% + LIBOR 3.94% March 31, 2017 Less: Unamortized Debt Issue Costs 29 Revolving Credit Facility, Net $ 24,971 March 31, Interest Rate Interest Rate as of Maturity Date Term Loan B Credit Facility $ 439,665 6.75% + Adjusted LIBOR 7.75% August 20, 2019 Less: Current Portion 4,480 Less: Unamortized Discount and Debt Issue Costs 15,702 Term Loan Facility, Net $ 419,483 December 31, Interest Rate Interest Rate as of Maturity Date Term Loan B Credit Facility $ 440,785 5.50% + Adjusted LIBOR 6.50% August 20, 2019 Less: Current Portion 4,480 Less: Unamortized Discount and Debt Issue Costs 15,520 Term Loan Facility, Net $ 420,785 |
Scheduled Maturities with Respect to Amended Term Loan Facility | Scheduled maturities with respect to the Term Loan B Credit Facility are as follows: Fiscal Year 2016 3,360 2017 4,480 2018 4,480 2019 427,345 Total $ 439,665 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Effect of Related Party Transactions | The following table represents the effect of related party transactions on the unaudited condensed consolidated results of operations for the three and nine-month periods ended March 31, 2016 and 2015 : Three-Months Ended 2016 2015 Revenue $ 7,910 $ — Cost of goods sold (exclusive of depreciation) 5,699 6,011 Selling, general and administrative expenses (1) 1,511 1,305 Interest expense 51 50 (1) Amounts represented in selling, general and administrative expense were incurred to the following related parties: Three-Months Ended 2016 2015 OCI GP LLC $ 1,029 $ 1,003 OCI Nitrogen B.V. 0 18 OCI Personnel B.V. 186 162 Contrack International Inc. 252 108 OCI Fertilizer B.V. 0 14 OCI Fertilizers Trade & Supply B.V. 44 0 Total selling, general and administrative expenses – related party 1,511 1,305 |
Selling, General and Administrative Expenses | |
Effect of Related Party Transactions | (1) Amounts represented in selling, general and administrative expense were incurred to the following related parties: Three-Months Ended 2016 2015 OCI GP LLC $ 1,029 $ 1,003 OCI Nitrogen B.V. 0 18 OCI Personnel B.V. 186 162 Contrack International Inc. 252 108 OCI Fertilizer B.V. 0 14 OCI Fertilizers Trade & Supply B.V. 44 0 Total selling, general and administrative expenses – related party 1,511 1,305 |
Significant Customers (Tables)
Significant Customers (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Schedule of Customers Accounting for 10% or More of the Partnership's Revenues | During the three -month periods ended March 31, 2016 and 2015 , the following customers accounted for 10% or more of the Partnership’s revenues : Customer name Three-Months Ended Three-Months Ended Koch (1) 29 % 13 % Methanex 28 % * Rentech 14 % 28 % Lucite International * 18 % Arkema, Inc. * 14 % ExxonMobil Global Services Co * 12 % (1) Figure presented includes sales to Koch Nitrogen International Sarl, Koch Nitrogen, LLC and Koch Methanol, LLC. * Customer accounted for less than 10% of the Partnership's revenues for the period presented. |
Earnings per Limited Partner 26
Earnings per Limited Partner Unit (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings per Limited Partner Unit | The following table sets forth the computation of basic and diluted earnings per limited partner unit for the period indicated: Three-Months Ended 2016 2015 Net income (loss) $ (6,054 ) $ 893 Basic and diluted weighted average number of limited partner units outstanding 86,997,590 83,495,372 Basic and diluted net income (loss) per limited partner unit $ (0.07 ) $ 0.01 |
Distributions (Tables)
Distributions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of Cash Distributions to Unitholders | The Partnership declared the following cash distributions to its unitholders of record for the periods presented: Period of Cash Distribution Distribution Per Common Unit(1) Total Cash Distribution Date of Record Date of Distribution Fourth Quarter, ended December 31, 2014 $ 0.33 $ 27,553 March 26, 2015 April 10, 2015 First Quarter, ended March 31, 2015(2) $ — $ — — — Second Quarter, ended June 30, 2015(3) $ — $ — — — Third Quarter, ended September 30, 2015 $ 0.41 $ 35,669 November 30, 2015 December 17, 2015 Fourth Quarter, ended December 31, 2015 $ 0.32 $ 27,839 March 30, 2016 April 8, 2016 First Quarter, ended March 31, 2016 $ 0.06 $ 5,219 June 24, 2016 July 8, 2016 (1) Cash distributions for a quarter are declared and paid in the following quarter. (2) No distribution was declared for the three-months ended March 31, 2015. (3) No distribution was declared for the three-months ended June 30, 2015. |
Business and Basis of Present28
Business and Basis of Presentation - Additional Information (Detail) | Aug. 06, 2015USD ($) | May. 23, 2015t | May. 05, 2015t | Oct. 09, 2013shares | May. 05, 2011USD ($) | Mar. 31, 2016t |
Subsidiary Sale Of Stock [Line Items] | ||||||
State of formation | Delaware | |||||
Date of formation | Feb. 7, 2013 | |||||
Common units issued in initial public offering | shares | 17,500,000 | |||||
Methanol | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Annual production design capacity (metric tons) | t | 912,500 | |||||
Annual production design capacity, percentage increase | 25.00% | |||||
Production unit shutdown period | 82 days | |||||
Production start-up date | Apr. 22, 2015 | |||||
Daily production design capacity reached (metric tons) | t | 2,500 | |||||
Ammonia | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Annual production design capacity (metric tons) | t | 331,000 | |||||
Annual production design capacity, percentage increase | 25.00% | |||||
Production unit shutdown period | 71 days | |||||
Production start-up date | Apr. 9, 2015 | |||||
Daily production design capacity reached (metric tons) | t | 907 | |||||
OCI Beaumont LLC | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
State of formation | Texas | |||||
Date of formation | Dec. 10, 2010 | |||||
Business combination, consideration transferred | $ | $ 26,500,000 | |||||
CF Industries Holdings, Inc.’s | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Business combination, transaction value | $ | $ 8,000,000,000 | |||||
Business combination, assumed debt | $ | $ 1,950,000,000 | |||||
CF Industries Holdings, Inc.’s | New UK Company | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Percentage of membership interest in general partner | 100.00% | |||||
Percentage of stake in partnership | 79.88% | |||||
CF Industries Holdings, Inc.’s | New UK Company | Senior Unsecured Bridge Term Loan Facility | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Aggregate principal amount available | $ | $ 3,000,000,000 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials and work in progress | $ 0 | $ 0 |
Inventories - Summary of Invent
Inventories - Summary of Inventories Balances by Product (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Total inventory | $ 4,162 | $ 5,974 |
Ammonia | ||
Inventory [Line Items] | ||
Total inventory | 797 | 2,982 |
Methanol | ||
Inventory [Line Items] | ||
Total inventory | $ 3,365 | $ 2,992 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 781,675 | $ 780,468 |
Less: accumulated depreciation | 120,950 | 105,769 |
Total property, plant and equipment, net | 660,725 | 674,699 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 3,371 | 3,371 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 485 | 423 |
Plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 758,632 | 759,209 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 55 | 118 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 14,612 | 14,612 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 4,520 | $ 2,735 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Mar. 17, 2016USD ($) | Oct. 16, 2015USD ($) | Sep. 30, 2015USD ($) | Mar. 23, 2015USD ($) | Mar. 23, 2015USD ($) | Mar. 12, 2015USD ($) | Mar. 12, 2015USD ($) | Apr. 04, 2014USD ($) | Apr. 04, 2014USD ($) | Nov. 27, 2013USD ($) | Nov. 27, 2013USD ($) | Aug. 20, 2013USD ($)tranch | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014 | Dec. 31, 2013USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016USD ($) | Jun. 30, 2016 | Mar. 11, 2016 | Jul. 02, 2015USD ($) | Jun. 30, 2015 | Sep. 15, 2013USD ($)agreement |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Intercompany revolving credit facility, amount outstanding | $ 0 | |||||||||||||||||||||||||
Principal repayments of term loan | $ 1,120,000 | $ 995,000 | ||||||||||||||||||||||||
Net leverage ratio | 3.03 | |||||||||||||||||||||||||
Proceeds from revolving credit facility | $ 40,000,000 | $ 0 | 40,000,000 | |||||||||||||||||||||||
Loss on extinguishment of debt | 423,000 | $ (1,988,000) | ||||||||||||||||||||||||
Amortization of debt issuance costs | 1,066,000 | 849,000 | ||||||||||||||||||||||||
Debt issuance costs | $ 1,206,000 | $ 4,118,000 | ||||||||||||||||||||||||
Term Loan Credit Facility Amendment Four | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Arranger fee, percentage of face value | 0.25% | |||||||||||||||||||||||||
Consent Fee Percentage | 0.75% | |||||||||||||||||||||||||
Term Loan Credit Facility Amendment Four | Arranger Fee | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Legal and structuring fees | $ 988,000 | $ 988,000 | ||||||||||||||||||||||||
Term Loan Credit Facility Amendment Four | Other Fees and Expenses | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Legal and structuring fees | $ 12,000 | 44,000 | 44,000 | |||||||||||||||||||||||
Term Loan Credit Facility Amendment Four | Consent Fee | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Legal and structuring fees | $ 2,963,000 | 2,963,000 | ||||||||||||||||||||||||
Revolving Credit Facility Amendment Two | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Consent Fee Percentage | 0.25% | |||||||||||||||||||||||||
Revolving Credit Facility Amendment Two | Other Fees and Expenses | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Legal and structuring fees | $ 24,000 | 24,000 | ||||||||||||||||||||||||
Revolving Credit Facility Amendment Two | Consent Fee | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Legal and structuring fees | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||
Term Loan Credit Facility Amendment Two | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Arranger fee, percentage of face value | 0.25% | |||||||||||||||||||||||||
Soft call fee, percentage | 1.00% | |||||||||||||||||||||||||
Term Loan Credit Facility Amendment Two | Soft-Call Fee | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Legal and structuring fees | $ 3,980,000 | $ 3,980,000 | ||||||||||||||||||||||||
Term Loan Credit Facility Amendment Two | Arranger Fee | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Legal and structuring fees | 995,000 | 995,000 | ||||||||||||||||||||||||
Term Loan Credit Facility Amendment Two | Other Fees and Expenses | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Legal and structuring fees | 25,000 | 25,000 | ||||||||||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Borrowing capacity | 40,000,000 | $ 40,000,000 | ||||||||||||||||||||||||
Proceeds from borrowings | $ 40,000,000 | |||||||||||||||||||||||||
Net leverage ratio | 1.75 | 3.03 | 1.75 | |||||||||||||||||||||||
Interest Coverage Ratio, Actual | 5.78 | |||||||||||||||||||||||||
Debt interest rate, applicable margin | 3.50% | |||||||||||||||||||||||||
Maturity date | Mar. 31, 2017 | |||||||||||||||||||||||||
Interest coverage ratio | 5 | 5 | 5 | |||||||||||||||||||||||
Loan facility, initiation date | Apr. 4, 2014 | |||||||||||||||||||||||||
Repayments of Lines of Credit | $ 15,000,000 | |||||||||||||||||||||||||
Amortization of debt issuance costs | $ 104,000 | $ 150,000 | ||||||||||||||||||||||||
Debt issuance costs | 539,000 | |||||||||||||||||||||||||
Revolving Credit Facility | Scenario Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 1.75 | |||||||||||||||||||||||||
Interest coverage ratio | 5 | 5 | 5 | |||||||||||||||||||||||
Revolving Credit Facility | LIBOR | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt interest rate, applicable margin | 2.50% | |||||||||||||||||||||||||
Revolving Credit Facility | Alternate Base Rate | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Rate of commitment fee | 1.40% | |||||||||||||||||||||||||
Debt interest rate, applicable margin | 3.50% | |||||||||||||||||||||||||
Line of credit facility interest rate description | Outstanding principal amounts under the Revolving Credit Facility bear interest at OCIB’s option at either LIBOR plus a margin of 3.50% or a base rate plus a margin of 2.50%. | |||||||||||||||||||||||||
Revolving Credit Facility | Maximum | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 1.75 | 1.75 | 1.75 | 1.75 | 1.75 | |||||||||||||||||||||
Revolving Credit Facility | Maximum | Scenario Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 1.75 | 1.75 | 1.75 | 1.75 | ||||||||||||||||||||||
Revolving Credit Facility | Term Loan Credit Facility Amendment Three | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 3.75 | 3.75 | 3.75 | |||||||||||||||||||||||
Debt Instrument, Amendment Fee | 0.25% | 0.25% | ||||||||||||||||||||||||
Arranger fee | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||
Revolving Credit Facility | Term Loan Credit Facility Amendment Three | Minimum | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Interest coverage ratio | 2.50 | 3.50 | 3.5 | |||||||||||||||||||||||
Revolving Credit Facility | Term Loan Credit Facility Amendment Three | Minimum | Scenario Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Interest coverage ratio | 3 | |||||||||||||||||||||||||
Revolving Credit Facility | Term Loan Facility Amendment Six | LIBOR | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate Period Increase (Decrease) | 0.75% | |||||||||||||||||||||||||
Revolving Credit Facility | Term Loan Credit Facility Amendment Two | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 2.50 | 2.25 | 2.25 | 2.5 | ||||||||||||||||||||||
Revolving Credit Facility | Revolving Credit Facility Amendment Four | Legal Fees | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Legal and structuring fees | $ 30,000 | |||||||||||||||||||||||||
Revolving Credit Facility | Revolving Credit Facility Amendment Five | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Rate of commitment fee | 1.40% | |||||||||||||||||||||||||
Revolving Credit Facility | Revolving Credit Facility Amendment Five | Legal Fees | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Legal and structuring fees | 31,000 | |||||||||||||||||||||||||
Revolving Credit Facility | Revolving Credit Facility Amendment Five | Scenario Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Borrowing capacity | $ 20,000,000 | |||||||||||||||||||||||||
Net leverage ratio | 5 | 5 | 4.75 | 4.25 | ||||||||||||||||||||||
Interest coverage ratio | 2.5 | 2.50 | 3 | |||||||||||||||||||||||
Senior Secured Term Loan Credit Facility | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Short-term Bank Loans and Notes Payable | $ 360,000,000 | |||||||||||||||||||||||||
Number of Tranches of Debt | tranch | 2 | |||||||||||||||||||||||||
Debt interest rate, applicable margin | 6.75% | 5.50% | ||||||||||||||||||||||||
Maturity date | Aug. 20, 2019 | |||||||||||||||||||||||||
Debt discount, percentage of face value | 1.50% | |||||||||||||||||||||||||
Debt discount | $ 5,400,000 | |||||||||||||||||||||||||
Arranger fee, percentage of face value | 1.50% | |||||||||||||||||||||||||
Arranger fee | $ 5,400,000 | |||||||||||||||||||||||||
Legal and structuring fees | $ 2,500,000 | |||||||||||||||||||||||||
Senior Secured Term Loan Credit Facility | Term B-1 Loan | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Term Loan B Credit Facility | $ 125,000,000 | |||||||||||||||||||||||||
Senior Secured Term Loan Credit Facility | Term B-2 Loan | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Term Loan B Credit Facility | 235,000,000 | |||||||||||||||||||||||||
Term Loan B Credit Facility | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Minimum LIBOR rate | 1.25% | |||||||||||||||||||||||||
Maturity date | Aug. 20, 2019 | |||||||||||||||||||||||||
Amortization of debt issuance costs | $ 962,000 | $ 699,000 | ||||||||||||||||||||||||
Term Loan B Credit Facility | Scenario Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Interest coverage ratio | 5 | |||||||||||||||||||||||||
Term Loan B Credit Facility | OCI Beaumont LLC | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Proceeds from borrowings | $ 165,000,000 | |||||||||||||||||||||||||
Credit facility, incremental borrowing capacity | $ 100,000,000 | $ 100,000,000 | 50,000,000 | |||||||||||||||||||||||
Term Loan B Credit Facility | Maximum | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 1.25 | 1.25 | ||||||||||||||||||||||||
Term Loan B Credit Facility | Minimum | Scenario Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Interest coverage ratio | 3.50 | |||||||||||||||||||||||||
Term Loans B Three | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Minimum LIBOR rate | 1.00% | |||||||||||||||||||||||||
Prepayment premium | 1.00% | |||||||||||||||||||||||||
Principal payment reductions | 0.25% | |||||||||||||||||||||||||
Interest coverage ratio | 5.78 | |||||||||||||||||||||||||
Term Loans B Three | Prepayment Prior to First Anniversary | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Prepayment percentage on principal amount | 3.00% | 3.00% | ||||||||||||||||||||||||
Term Loans B Three | Prepayment After First Anniversary and on or Prior to Second Anniversary | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Prepayment percentage on principal amount | 2.00% | 2.00% | ||||||||||||||||||||||||
Term Loans B Three | LIBOR | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt interest rate, applicable margin | 4.50% | 4.00% | ||||||||||||||||||||||||
Term Loans B Three | Alternate Base Rate | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt interest rate, applicable margin | 3.50% | 3.00% | ||||||||||||||||||||||||
Term Loans B Three | Maximum | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 3.75 | 5 | ||||||||||||||||||||||||
Term Loans B Three | Maximum | Scenario Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 1.75 | 1.75 | 1.75 | 1.75 | ||||||||||||||||||||||
Term Loans B Three | Minimum | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 1.75 | 1.75 | 1.75 | |||||||||||||||||||||||
Term Loans B Three | Minimum | Scenario Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 1.75 | 1.75 | 1.75 | 1.75 | 1.75 | |||||||||||||||||||||
Interest coverage ratio | 5 | 2.50 | 3 | |||||||||||||||||||||||
Term Loans B Three | Amended Term Loan Facility | Prepayment Prior to First Anniversary | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Prepayment percentage on principal amount | 3.00% | 3.00% | ||||||||||||||||||||||||
Term Loans B Three | Amended Term Loan Facility | Prepayment After First Anniversary and on or Prior to Second Anniversary | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Prepayment percentage on principal amount | 2.00% | 2.00% | ||||||||||||||||||||||||
Term Loans B Three | Amended Term Loan Facility | Prepayment After Second Anniversary | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Prepayment percentage on principal amount | 1.00% | 1.00% | ||||||||||||||||||||||||
Term Loans B Three | Term Loan Facility Amendment Six | Maximum | Scenario Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 5 | 5 | 4.75 | 4.25 | ||||||||||||||||||||||
Letter of Credit | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Borrowing capacity | $ 20,000,000 | $ 20,000,000 | ||||||||||||||||||||||||
Bridge Term B-1 Loan | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 4,498,000 | |||||||||||||||||||||||||
Incremental Term Loan Credit Facility | Arranger Fee | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Legal and structuring fees | 595,000 | |||||||||||||||||||||||||
Incremental Term Loan Credit Facility | Other Fees and Expenses | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Legal and structuring fees | 128,000 | |||||||||||||||||||||||||
Incremental Term Loan Credit Facility | Legal Fees | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Legal and structuring fees | $ 183,000 | |||||||||||||||||||||||||
Incremental Term Loan Credit Facility | OCI Beaumont LLC | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt discount, percentage of face value | 0.50% | 0.50% | ||||||||||||||||||||||||
Debt discount | $ 825,000 | $ 825,000 | ||||||||||||||||||||||||
Arranger fee, percentage of face value | 0.75% | |||||||||||||||||||||||||
Arranger fee | 1,237,000 | $ 1,237,000 | ||||||||||||||||||||||||
Legal and structuring fees | 295,000 | 295,000 | ||||||||||||||||||||||||
Reduction in long-term debt recorded as a contribution of partners' capital | 2,172,000 | |||||||||||||||||||||||||
Prepaid interest-related party | 390,000 | 390,000 | ||||||||||||||||||||||||
Term Loan B Credit Facility | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Interest coverage ratio | 5 | 5 | 5 | |||||||||||||||||||||||
Term Loan B Credit Facility | Scenario Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Interest coverage ratio | 5 | 5 | 5 | 5 | ||||||||||||||||||||||
Term Loan B Credit Facility | Maximum | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 1.75 | 1.75 | 1.75 | |||||||||||||||||||||||
Term Loan B Credit Facility | Maximum | Scenario Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 1.75 | |||||||||||||||||||||||||
Term Loan B Credit Facility | Minimum | Scenario Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Interest coverage ratio | 5 | |||||||||||||||||||||||||
Term Loan B Credit Facility | Term Loan Credit Facility Amendment Five | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Interest coverage ratio | 3.50 | 3.5 | 3.5 | |||||||||||||||||||||||
Legal Fees | $ 64,000 | |||||||||||||||||||||||||
Term Loan B Credit Facility | Term Loan Credit Facility Amendment Five | Arranger Fee | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Arranger fee | 500,000 | |||||||||||||||||||||||||
Term Loan B Credit Facility | Term Loan Credit Facility Amendment Five | Other Fees and Expenses | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Arranger fee | $ 13,000 | |||||||||||||||||||||||||
Term Loan B Credit Facility | Term Loan Credit Facility Amendment Five | Maximum | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 3.75 | 3.75 | 3.75 | |||||||||||||||||||||||
Term Loan B Credit Facility | Term Loan Credit Facility Amendment Four | Maximum | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Net leverage ratio | 2.5 | 1.75 | 2.25 | 2.25 | 2.50 | |||||||||||||||||||||
Term Loan B Credit Facility | Term Loan Facility Amendment Six | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Arranger fee | 1,102,000 | |||||||||||||||||||||||||
Term Loan B Credit Facility | Term Loan Facility Amendment Six | Legal Fees | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Legal and structuring fees | $ 31,000 | |||||||||||||||||||||||||
Term Loan B Credit Facility | Term Loan Facility Amendment Six | Minimum | Scenario Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Interest coverage ratio | 2.50 | 2.50 | 2.50 | 3 | ||||||||||||||||||||||
Term B-3 Loan | Term Loan Credit Facility Amendment Five | LIBOR | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt interest rate, applicable margin | 5.50% | |||||||||||||||||||||||||
Term B-3 Loan | Term Loan Credit Facility Amendment Five | Alternate Base Rate | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt interest rate, applicable margin | 4.50% | |||||||||||||||||||||||||
Term B-3 Loan | Term Loan Facility Amendment Six | LIBOR | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt interest rate, applicable margin | 6.75% | |||||||||||||||||||||||||
Term B-3 Loan | Term Loan Facility Amendment Six | Alternate Base Rate | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt interest rate, applicable margin | 5.75% | |||||||||||||||||||||||||
IPO | Senior Secured Term Loan Credit Facility | Term B-1 Loan | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Repayments of term loan | 126,085,000 | |||||||||||||||||||||||||
Principal repayments of term loan | 125,000,000 | |||||||||||||||||||||||||
Accrued interest paid | 1,085,000 | |||||||||||||||||||||||||
OCI Fertilizer International B.V. | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Borrowing capacity | $ 200,000,000 | |||||||||||||||||||||||||
Intercompany loan facility, maturity date | Jan. 20, 2020 | |||||||||||||||||||||||||
Number of intercompany loan agreements | agreement | 3 | |||||||||||||||||||||||||
OCI Fertilizer International B.V. | Amended Term Loan Facility | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Borrowing capacity | $ 100,000,000 | 100,000,000 | ||||||||||||||||||||||||
OCI Fertilizer International B.V. | Revolving Credit Facility | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Borrowing capacity | $ 40,000,000 | |||||||||||||||||||||||||
Intercompany loan facility, maturity date | Jan. 20, 2020 | |||||||||||||||||||||||||
Rate of commitment fee | 0.50% | |||||||||||||||||||||||||
Intercompany revolving credit facility, interest rate description | Borrowings under the Intercompany Term Facility bear interest at a rate equal to the sum of (i) the rate per annum applicable to the Term B-3 Loans discussed in note 5(b) plus (ii) 0.25%. | |||||||||||||||||||||||||
OCI Fertilizer International B.V. | Before Reduction for Amended Revolving Credit Agreement Indebtedness | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Borrowing capacity | $ 40,000 | |||||||||||||||||||||||||
OCI Fertilizer International B.V. | Incremental Term Loan Credit Facility | OCI Beaumont LLC | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Reduction in long-term debt recorded as a contribution of partners' capital | $ 2,562,000 | |||||||||||||||||||||||||
OCI Fertilizer International B.V. | IPO | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Intercompany revolving credit facility, interest rate description | sum of (i) the rate per annum applicable to the Term B-3 Loans discussed in note 5(b), plus (ii) 0.25%. |
Debt - Components of Debt (Deta
Debt - Components of Debt (Detail) - USD ($) $ in Thousands | Mar. 17, 2016 | Mar. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2015 |
Line Of Credit Facility [Line Items] | ||||
Revolving Credit Facility | $ 25,000 | |||
Less: Unamortized Debt Issue Costs | 29 | |||
Revolving Credit Facility, Net | 24,971 | $ 24,928 | ||
Term Loan B Credit Facility | 439,665 | |||
Less: Current Portion | 4,480 | 4,480 | ||
Term loan facility, net | $ 419,483 | $ 420,785 | ||
Revolving Credit Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Interest rate added to LIBOR rate | 3.50% | |||
Debt interest rate, applicable margin | LIBOR | |||
Interest rate at period end | 3.94% | |||
Maturity date | Mar. 31, 2017 | |||
Senior Secured Term Loan Credit Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Interest rate added to LIBOR rate | 6.75% | 5.50% | ||
Debt interest rate, applicable margin | Adjusted LIBOR | |||
Interest rate at period end | 7.75% | 6.50% | ||
Maturity date | Aug. 20, 2019 | |||
Term Loan B Credit Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Maturity date | Aug. 20, 2019 | |||
Term Loan B Credit Facility | $ 439,665 | $ 440,785 | ||
Less: Current Portion | 4,480 | 4,480 | ||
Less: Unamortized Discount and Debt Issue Costs | 15,702 | 15,520 | ||
Term loan facility, net | $ 419,483 | $ 420,785 | ||
OCI Fertilizer International B.V. | Revolving Credit Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Intercompany Term Loan Facility Additional Interest Rate | 0.25% | |||
Alternate Base Rate | Revolving Credit Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Interest rate added to LIBOR rate | 3.50% | |||
LIBOR | Revolving Credit Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Interest rate added to LIBOR rate | 2.50% | |||
Term Loan Facility Amendment Six | Alternate Base Rate | Term B-3 Loan | ||||
Line Of Credit Facility [Line Items] | ||||
Interest rate added to LIBOR rate | 5.75% | |||
Term Loan Facility Amendment Six | LIBOR | Term B-3 Loan | ||||
Line Of Credit Facility [Line Items] | ||||
Interest rate added to LIBOR rate | 6.75% |
Debt - Scheduled Maturities wit
Debt - Scheduled Maturities with Respect to Amended Term Loan Facility (Detail) $ in Thousands | Mar. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,016 | $ 3,360 |
2,017 | 4,480 |
2,018 | 4,480 |
2,019 | 427,345 |
Total | $ 439,665 |
Related-Party Transactions - Ef
Related-Party Transactions - Effect of Related Party Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Revenue | $ 7,910 | $ 0 | |
Selling, general and administrative expenses—related party | 1,511 | 1,305 | |
Interest expense | 51 | $ 50 | $ 50 |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Revenue | 7,910 | 0 | |
Cost of goods sold (exclusive of depreciation) | 5,699 | 6,011 | |
Selling, general and administrative expenses—related party | 1,511 | 1,305 | |
Interest expense | $ 51 | $ 50 |
Related-Party Transactions - 36
Related-Party Transactions - Effect of Related Party Transactions, Amounts Represented in Selling, General and Administrative Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Total selling, general and administrative expenses-related party | $ 1,511 | $ 1,305 | |
Material Effects | |||
Related Party Transaction [Line Items] | |||
Total selling, general and administrative expenses-related party | 1,511 | $ 1,305 | |
Material Effects | OCI GP LLC | |||
Related Party Transaction [Line Items] | |||
Total selling, general and administrative expenses-related party | 1,029 | 1,003 | |
Material Effects | OCI Nitrogen B.V. | |||
Related Party Transaction [Line Items] | |||
Total selling, general and administrative expenses-related party | 0 | 18 | |
Material Effects | OCI Personnel B.V. | |||
Related Party Transaction [Line Items] | |||
Total selling, general and administrative expenses-related party | 186 | 162 | |
Material Effects | Contrack International Inc. | |||
Related Party Transaction [Line Items] | |||
Total selling, general and administrative expenses-related party | 252 | 108 | |
Material Effects | OCI Fertilizer B.V. | |||
Related Party Transaction [Line Items] | |||
Total selling, general and administrative expenses-related party | 0 | 14 | |
Material Effects | OCI Fertilized Trade & Supply B.V. | |||
Related Party Transaction [Line Items] | |||
Total selling, general and administrative expenses-related party | $ 44 | $ 0 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | May. 12, 2015 | Apr. 17, 2015 | Nov. 10, 2014 | Nov. 27, 2013 | Oct. 31, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||||||||
Cost of goods sold (exclusive of depreciation) | $ 44,835,000 | $ 25,165,000 | ||||||
Selling, general and administrative expense | 6,459,000 | 5,060,000 | ||||||
Accounts payable—related party | 13,373,000 | 12,624,000 | ||||||
Selling, general and administrative expenses—related party | 1,511,000 | 1,305,000 | ||||||
Accounts receivable distribution to Partnership | 207,000 | $ 100,000 | ||||||
Interest expense—related party | 51,000 | 50,000 | 50,000 | |||||
Revenue | 7,910,000 | 0 | ||||||
Accounts receivable—related party | $ 1,009,000 | 5,180,000 | ||||||
Construction Agreement with Orascom E&C USA Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Construction rate fixed fees percentage | 9.00% | |||||||
Construction and development costs | $ 0 | 2,268,000 | ||||||
Intercompany Equity Commitment Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common units held by OCIP Holding | 65,995,372 | |||||||
Percentage of stake in partnership | 79.04% | |||||||
OCI GP LLC | Omnibus Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Costs incurred under contract | 6,728,000 | 7,014,000 | ||||||
Cost of goods sold (exclusive of depreciation) | 5,699,000 | 6,011,000 | ||||||
Selling, general and administrative expense | 1,029,000 | 1,003,000 | ||||||
Accounts payable—related party | 3,144,000 | 1,522,000 | ||||||
OCI Nitrogen BV And OCI Personnel BV And Contrack International Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Selling, general and administrative expenses—related party | 481,000 | 302,000 | ||||||
OCI Nitrogen BV And OCI Personnel BV And Contrack International Inc | Omnibus Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts payable—related party | 729,000 | 1,394,000 | ||||||
OCI USA Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts payable—related party | 9,500,000 | |||||||
Capital distributions | $ 56,700,000 | |||||||
Accounts receivable distribution to Partnership | 35,616,000 | |||||||
OCI USA Inc. | Related Party Assets | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts receivable distribution to Partnership | 8,056,000 | |||||||
OCI USA Inc. | Trade Receivables | ||||||||
Related Party Transaction [Line Items] | ||||||||
Capital distributions | $ 18,060,000 | |||||||
Accounts receivable distribution to Partnership | $ 27,560,000 | |||||||
OCI USA Inc. | Intercompany Equity Commitment Agreement | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity contributions commitment amount | $ 100,000,000 | |||||||
OCI Fertilizers USA LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party sale agreement expiration date | May 31, 2017 | |||||||
Agreement cancellation period with notice | 90 days | |||||||
Commission percentage of sales price to third parties | 1.50% | |||||||
Description of related party sale agreement terms and manner of settlement | Under the terms of the agreement, OCI Fertilizers USA is paid a 1.5% commission of the sales price to third parties. | |||||||
Revenue | $ 2,664,000 | $ 0 | ||||||
Accounts receivable—related party | 1,009,000 | 660,000 | ||||||
OCI Fertilized Trade & Supply B.V. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue | 5,246,000 | |||||||
Accounts Receivable, Related Parties | $ 0 | $ 4,208,000 | ||||||
OCIUSA | Intercompany Equity Commitment Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total amount of capital contribution from subsidiary | $ 60,000,000 | |||||||
Common units issued by Partnership | 2,995,372 | |||||||
Price per common unit | $ 20.0309 | |||||||
Threshold trading period for trading price calculation | 20 days | |||||||
OCIP Holding | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total amount of capital contribution from subsidiary | $ 60,000,000 | |||||||
Common units issued by Partnership | 3,502,218 | |||||||
Threshold trading period for trading price calculation | 21 days | |||||||
Common units held by OCIP Holding | 69,497,590 | |||||||
Percentage of stake in partnership | 79.88% | |||||||
Amount of capital contribution from subsidiary, intercompany equity commitment | $ 40,000,000 | |||||||
Amount of capital contribution from subsidiary, cash contribution | $ 20,000,000 | |||||||
OCIP Holding | Weighted Average | ||||||||
Related Party Transaction [Line Items] | ||||||||
Price per common units issued (In USD per Unit) | $ 17.132 |
Significant Customers - Additio
Significant Customers - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Significant customers benchmark | customers accounted for 10% or more of the Partnership’s revenues |
Significant Customers - Schedul
Significant Customers - Schedule of Customers Accounting for 10% or More of OCIP's Revenues (Detail) - Customer Concentration Risk - Revenues | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Koch | ||
Concentration Risk [Line Items] | ||
Percentage of Revenues | 29.00% | 13.00% |
Methanex | ||
Concentration Risk [Line Items] | ||
Percentage of Revenues | 28.00% | |
Rentech | ||
Concentration Risk [Line Items] | ||
Percentage of Revenues | 14.00% | 28.00% |
Lucite International | ||
Concentration Risk [Line Items] | ||
Percentage of Revenues | 18.00% | |
Arkema, Inc. | ||
Concentration Risk [Line Items] | ||
Percentage of Revenues | 14.00% | |
ExxonMobil Global Services Co | ||
Concentration Risk [Line Items] | ||
Percentage of Revenues | 12.00% |
Retention Bonus Plan - Addition
Retention Bonus Plan - Additional information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2016USD ($) | Jan. 31, 2015USD ($) | Mar. 31, 2016 | Dec. 31, 2015USD ($)bonus | Dec. 31, 2014USD ($) | |
Compensation Related Costs [Abstract] | |||||
Number of retention bonuses | bonus | 2 | ||||
Retention bonus plan, description | Each non-executive employee is eligible to receive up to two retention bonuses, pursuant to this plan. Each retention bonus equals three times the employee’s base monthly salary or wages in effect on the applicable retention bonus payment date. | ||||
Retention bonus accrued | $ 2,738 | $ 2,190 | |||
Monthly salary multiple | 300.00% | ||||
Retention bonus paid | $ 2,738 | $ 2,190 |
Commitments, Contingencies an41
Commitments, Contingencies and Legal Proceedings - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Settlement liabilities, current | $ 150,000 | |
Operating expenditures for environmental fines, penalties, or government-imposed remedial or corrective actions | $ 0 | $ 0 |
Earnings per Limited Partner 42
Earnings per Limited Partner Unit - Computation of Basic and Diluted Earnings per Limited Partner Unit (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||
Net income (loss) | $ (6,054) | $ 893 | |
Basic and diluted weighted average number of limited partner units outstanding (in shares) | 86,997,590 | 83,495,372 | 83,495,372 |
Basic and diluted net income (loss) per limited partner unit (in USD per share) | $ (0.07) | $ 0.01 | $ 0.01 |
Distributions - Schedule of Cas
Distributions - Schedule of Cash Distributions to Unitholders (Detail) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||||||
Distribution Per Common Unit | $ 0.06 | $ 0.32 | $ 0.41 | $ 0 | $ 0 | $ 0.33 |
Total Cash Distribution | $ 5,219,000 | $ 27,839,000 | $ 35,669,000 | $ 0 | $ 0 | $ 27,553,000 |
Date of Record | Jun. 24, 2016 | Mar. 30, 2016 | Nov. 30, 2015 | Mar. 26, 2015 | ||
Date of Distribution | Jul. 8, 2016 | Apr. 8, 2016 | Dec. 17, 2015 | Apr. 10, 2015 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Subsequent Events [Abstract] | ||||||
Distribution Per Common Unit | $ 0.06 | $ 0.32 | $ 0.41 | $ 0 | $ 0 | $ 0.33 |
Total Cash Distribution | $ 5,219,000 | $ 27,839,000 | $ 35,669,000 | $ 0 | $ 0 | $ 27,553,000 |