Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2017shares | |
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, 2017 |
Document Fiscal Year Focus | 2,017 |
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, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 17,175 | $ 8,080 |
Accounts receivable | 32,557 | 22,170 |
Accounts receivable—related party | 817 | 1,322 |
Inventories | 8,544 | 7,543 |
Advances due from related parties | 365 | 525 |
Other current assets and prepaid expenses | 2,064 | 2,712 |
Total current assets | 61,522 | 42,352 |
Property, plant, and equipment, net of accumulated depreciation of $182,193 and $166,948, respectively | 605,222 | 620,214 |
Other non-current assets | 1,176 | 1,176 |
Total assets | 667,920 | 663,742 |
Current liabilities: | ||
Accounts payable | 14,650 | 20,557 |
Accounts payable—related party | 13,505 | 13,357 |
Other payables and accruals | 1,415 | 2,620 |
Revolving credit facility, net | 31,893 | 0 |
Revolving credit facility—related party | 0 | 35,000 |
Current maturities of the term loan facility | 4,480 | 4,480 |
Accrued interest | 2,145 | 2,523 |
Accrued interest—related party | 1,504 | 1,675 |
Other current liabilities | 3,269 | 1,942 |
Total current liabilities | 72,861 | 82,154 |
Term loan facility, net | 225,149 | 225,748 |
Term loan facility—related party | 200,000 | 200,000 |
Other non-current liabilities | 2,915 | 2,589 |
Total liabilities | 500,925 | 510,491 |
Partners’ capital | ||
Common unitholders —86,997,590 issued and outstanding at March 31, 2017 and December 31, 2016 | 166,995 | 153,251 |
General partner’s interest | 0 | 0 |
Total partners’ capital | 166,995 | 153,251 |
Total liabilities and partners’ capital | $ 667,920 | $ 663,742 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 182,193 | $ 166,948 |
Common units, issued (in shares) | 86,997,590 | 86,997,590 |
Common units, outstanding (in shares) | 86,997,590 | 86,997,590 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 89,312 | $ 64,012 |
Revenues—related party | 3,579 | 5,929 |
Total Revenue | 92,891 | 69,941 |
Cost of goods sold (exclusive of depreciation) | 44,888 | 39,136 |
Cost of goods sold (exclusive of depreciation)—related party | 3,384 | 5,699 |
Total Cost of goods sold (exclusive of depreciation) | 48,272 | 44,835 |
Selling, general and administrative expenses | 4,102 | 4,948 |
Selling, general and administrative expenses—related party | 967 | 1,511 |
Total Selling, general and administrative expenses | 5,069 | 6,459 |
Depreciation expense | 15,244 | 15,378 |
Income from operations before interest expense, other income and income tax expense | 24,306 | 3,269 |
Interest expense | 5,547 | 8,792 |
Interest expense—related party | 4,530 | 51 |
Loss on disposition of fixed assets | 0 | (423) |
Other income (expense) | (19) | 23 |
Income (loss) from operations before tax expense | 14,210 | (5,974) |
Income tax expense | 466 | 80 |
Net income (loss) | $ 13,744 | $ (6,054) |
Earnings (loss) per limited partner unit: | ||
Common unit (basic and diluted) (in USD per share) | $ 0.16 | $ (0.07) |
Weighted average number of limited partner units outstanding: | ||
Common units (basic and diluted) (in shares) | 86,997,590 | 86,997,590 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Partners' Capital (Unaudited) - USD ($) $ in Thousands | Total | Common Units |
Beginning Balance, LP, Units at Dec. 31, 2015 | 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, Units at Mar. 31, 2016 | 86,997,590 | |
Ending Balance, LP at Mar. 31, 2016 | $ 202,970 | $ 202,970 |
Beginning Balance, LP, Units at Dec. 31, 2016 | 86,997,590 | 86,997,590 |
Beginning Balance, LP at Dec. 31, 2016 | $ 153,251 | $ 153,251 |
Increase (Decrease) in Partners' Capital | ||
Net income (loss) | $ 13,744 | $ 13,744 |
Ending Balance, LP, Units at Mar. 31, 2017 | 86,997,590 | 86,997,590 |
Ending Balance, LP at Mar. 31, 2017 | $ 166,995 | $ 166,995 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 13,744 | $ (6,054) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation expense | 15,244 | 15,378 |
Amortization of debt issuance costs | 551 | 1,066 |
Deferred income tax expense | 326 | 203 |
Loss on disposition of fixed assets | 0 | 423 |
Decrease (increase) in: | ||
Accounts receivable | (10,387) | 6,786 |
Accounts receivable—related party | 505 | 4,171 |
Inventories | (1,001) | 1,812 |
Advances due from related parties | 160 | (300) |
Other non-current assets, other current assets and prepaid expenses | 648 | 2,036 |
Increase (decrease) in: | ||
Accounts payable | (4,850) | (7,046) |
Accounts payable—related party | 260 | 956 |
Other payables, accruals, and current liabilities | 180 | (2,710) |
Accrued interest | (378) | 61 |
Accrued interest—related party | (171) | 50 |
Net cash provided by operating activities | 14,831 | 16,832 |
Cash flows from investing activities: | ||
Purchase of property, plant, and equipment | (1,368) | (1,049) |
Proceeds from sale of scrap equipment | 0 | 19 |
Net cash used in investing activities | (1,368) | (1,030) |
Cash flows from financing activities: | ||
Proceeds from revolving credit facility | 62,000 | 0 |
Repayment of revolving credit facility | (30,000) | 0 |
Repayment of term loan B credit facility | (1,120) | (1,120) |
Repayment of revolving credit facility—related party | (35,000) | 0 |
Debt issuance costs | (136) | (1,206) |
Remittance of cash to OCI USA for transferred trade receivables | (112) | (207) |
Net cash used in financing activities | (4,368) | (2,533) |
Net increase in cash and cash equivalents | 9,095 | 13,269 |
Cash and cash equivalents, beginning of period | 8,080 | 13,238 |
Cash and cash equivalents, end of period | 17,175 | 26,507 |
Supplemental cash disclosures: | ||
Cash paid during the period for income taxes | 0 | 0 |
Cash paid during the period for interest | 5,361 | 7,651 |
Cash paid during the period for interest—related party | 4,701 | 0 |
Supplemental non-cash disclosures: | ||
Accruals of property, plant and equipment purchases | $ 244 | $ 1,394 |
Business and Basis of Presentat
Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
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 whose focus is on the production, marketing and distribution of methanol and anhydrous ammonia. Our production facility is strategically located on the U.S. Gulf Coast near Beaumont, Texas and commenced full operations during August 2012. Our facility has 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. During 2015, 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 and ammonia production design capacity by 25% . OCI Beaumont LLC (“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 N.V. (“OCI”), a Dutch public limited liability company, which is the ultimate parent for a group of related entities, through its subsidiaries, is a global producer of natural gas-based fertilizers and chemicals. OCI is listed on the New York Stock Exchange (“NYSE”) Euronext Amsterdam and trades under the symbol “OCI.” Termination of Negotiations on Proposed Transaction On April 14, 2017, OCI terminated negotiations with the conflicts committee of the board of directors of our general partner regarding OCI's previously announced offer to acquire all publicly held common units of the Partnership in exchange for OCI shares, at an exchange ratio of 0.5200 OCI shares for each common unit. OCI currently owns 80% of issued and outstanding common units of the Partnership. After negotiations with the conflicts committee established by the board of directors of our general partner reached an impasse, OCI informed representatives of the conflicts committee that no acceptable definitive agreement could be reached. 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, 2016 filed with the SEC on March 13, 2017. 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, 2017 , 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, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 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 Adopted and Recently I
Recently Adopted and Recently Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Adopted and Recently Issued Accounting Standards | Recently Adopted and 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 August 29, 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance on the cash flow reporting of certain issues that were either unclear or not addressed under existing U.S. GAAP. The standard requires the retrospective transition method and is effective for annual and interim periods in the fiscal years beginning after December 15, 2017, although early adoption is permitted. The adoption of ASU 2016-15 on January 1, 2018 is not expected to have a material impact on the Partnership's consolidated financial statements or disclosures. 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, modified retrospective, or cumulative effect transition method. Early adoption is permitted for annual periods beginning after December 15, 2016. The Partnership will adopt ASU 2014-09 on January 1, 2018 and is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Partnership has formed a project team that has completed training on the new ASU and has started contract review and documentation. The Partnership has not yet determined the effect of the standard on its ongoing financial reporting nor has it selected a transition method. Effective January 1, 2017 we adopted ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The FASB issued this ASU on November 20, 2015 as part of its initiative to reduce complexity in accounting standards and improve comparability between GAAP and International Financial Reporting Standards (“IFRS”). Previously, GAAP required 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 has been applied prospectively and did not have any impact on the Partnership’s unaudited condensed consolidated statement of operations. Effective January 1, 2017 we adopted ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The FASB issued this ASU on July 22, 2015 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 did not have any impact on the Partnership’s consolidated financial statements. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories As of March 31, 2017 and December 31, 2016 , 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, 2017 and December 31, 2016 : As of March 31, December 31, Ammonia $ 3,276 $ 4,192 Methanol 5,268 3,351 Total $ 8,544 $ 7,543 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment As of March 31, December 31, Land $ 3,371 $ 3,371 Plant and equipment 766,263 766,263 Buildings 14,685 14,685 Vehicles 55 55 Furniture, Fixtures & Office Equipment 629 629 Construction in progress 2,412 2,159 787,415 787,162 Less: accumulated depreciation 182,193 166,948 $ 605,222 $ 620,214 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt (a) Debt — Related Party March 31, Interest Rate Interest Rate as of Maturity Date Revolving Credit Facility—Related Party $ — 4.75% + LIBOR + 0.25% 6.16% January 20, 2020 March 31, Interest Rate Interest Rate as of Maturity Date Term Loan Facility—Related Party $ 200,000 6.75% + Adjusted LIBOR + 0.25% 8.28% January 20, 2020 December 31, Interest Rate Interest Rate as of Maturity Date Revolving Credit Facility—Related Party $ 35,000 3.50% + LIBOR + 0.25% 4.63% January 20, 2020 December 31, Interest Rate Interest Rate as of Maturity Date Term Loan Facility—Related Party $ 200,000 6.75% + Adjusted LIBOR + 0.25% 8.28% January 20, 2020 The intercompany revolving credit facility between OCIB and OCI USA Inc. (the “Revolving Credit Facility—Related Party”) became effective on November 30, 2016 and has a borrowing capacity of $40,000 and a maturity date of January 20, 2020 . The amount that can be drawn under the Revolving Credit Facility—Related Party 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 Revolving Credit Facility—Related Party bear interest at a rate equal to the sum of (i) the rate per annum applicable to the Revolving Credit Facility (including as such per annum rate may fluctuate from time to time in accordance with the terms of the agreement governing the Revolving Credit Facility) discussed in note 5(b), plus (ii) 0.25%. OCIB pays a commitment fee to OCI USA Inc. (“OCI USA”) under the Revolving Credit Facility—Related Party 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 Revolving Credit Facility—Related Party is subordinated to indebtedness under the Term Loan B Credit Facility (as defined below) and the Revolving Credit Facility. As of March 31, 2017 , OCIB has no amounts drawn under the Revolving Credit Facility—Related Party. The intercompany term loan facility between OCIB and OCI USA (the “Term Loan Facility—Related Party”) became effective on November 30, 2016 and has a borrowing capacity of $200,000 and a maturity date of January 20, 2020 . Borrowings under the Term Loan Facility—Related Party are subordinated to indebtedness under the Term Loan B Credit Facility and the Revolving Credit Facility. Borrowings under the Term Loan Facility—Related Party bear interest at a rate equal to the sum of (i) the rate per annum applicable to the Term Loan B Credit Facility (including as such per annum rate may fluctuate from time to time in accordance with the terms of the agreement governing the Term Loan B Credit Facility) discussed in note 5(b) plus (ii) 0.25%. Such interest is payable on or before the date that is two business days after each payment of interest under the Term Loan B Credit Facility either, at the election of OCIB, (i) in cash or (ii) in-kind (“PIK Interest”) on which date (in the case of PIK Interest) such accrued interest shall be added to the principal amount of the loan outstanding and accrue interest as set forth in the Term Loan Facility—Related Party. On November 30, 2016, OCIB borrowed $200,000 under the Term Loan Facility-Related Party to prepay a portion of the Term Loan B Credit Facility as discussed in note 5(b). As of March 31, 2017 , OCIB has $200,000 drawn under the Term Loan Facility—Related Party. (b) Debt — Third Party March 31, Interest Rate Interest Rate as of Maturity Date Revolving Credit Facility $ 32,000 4.75% + LIBOR 5.91% March 31, 2018 Less: Unamortized Debt Issue Costs 107 Revolving Credit Facility, Net $ 31,893 March 31, Interest Rate Interest Rate as of Maturity Date Term Loan B Credit Facility $ 235,185 6.75% + Adjusted LIBOR 8.03% August 20, 2019 Less: Current Portion 4,480 Less: Unamortized Discount and Debt Issue Costs 5,556 Term Loan Facility, Net $ 225,149 December 31, Interest Rate Interest Rate as of Maturity Date Term Loan B Credit Facility $ 236,305 6.75% + Adjusted LIBOR 8.03% August 20, 2019 Less: Current Portion 4,480 Less: Unamortized Discount and Debt Issue Costs 6,077 Term Loan Facility, Net $ 225,748 Term Loan B Credit Facility and Amendments Thereto On August 20, 2013, OCIB and OCI USA entered into a 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. The Partnership subsequently became a party to the Term Loan B Credit Facility through a credit agreement joinder, dated as of October 18, 2013. The Term Loan B Credit Facility is comprised of three tranches of term debt in the amounts of $235,000 (the “Term B-2 Loan”), $165,000 (the “Term B-3 Loan”) and $50,000 (the “Term B-4 Loan”) and together with the Term B-2 Loan and Term B-3 Loan, the “ Term B Loans”, respectively. 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 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 Tranche of Base Rate Term Loans (as each such term is defined in the Term Loan B Credit Facility). On November 30, 2016, OCIB utilized the funds borrowed under the Term Loan Facility—Related Party (see note 5(a)) to prepay $200,000 of Term B Loans under the Term B Loan Credit Facility and entered into Amendment No. 7 to the Term Loan B Credit Facility ("Term Loan Amendment No. 7”) with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Term Loan Amendment No. 7, among other things, (i) increased the maximum consolidated senior secured net leverage ratio covenant (a) from 5.00 to 6.25 for the quarter ending March 31, 2017, (b) from 1.75 to 5.50 for the quarters ending June 30, 2017 and September 30, 2017, (c) from 1.75 to 5.25 for the quarter ending December 31, 2017, and (d) from 1.75 to 4.75 for the quarter ending March 31, 2018 and for each fiscal quarter ending thereafter, (ii) decreased the minimum consolidated interest coverage ratio covenant (a) from 2.50 to 1.25 for the quarters ending December 31, 2016 and March 31, 2017, (b) from 5.00 to 1.50 for the quarter ending June 30, 2017, (c) from 5.00 to 1.75 for the quarter ending September 30, 2017 and (d) from 5.00 to 2.25 for the quarter ending December 31, 2017 and for each fiscal quarter ending thereafter, and (iii) updated the computation of certain financial covenants to exclude interest incurred under the Term Loan Facility—Related Party and the Revolving Credit Facility—Related Party. As a result of the $200,000 principal prepayment on November 30, 2016, we accelerated amortization in the amount of $7,600 of unamortized deferred financing fees, which was included as a component of interest expense in the consolidated statement of operations for the year-ended December 31, 2016. The Term B 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. Interest on the Term Loan B Credit Facility accrues, at OCIB's option, at adjusted LIBOR plus 6.75% per annum or the alternate base rate (as each such term is defined in the Term Loan B Credit Facility) plus 5.75% . The Term B Loans are also subject to mandatory quarterly repayments equal to $1,120 . Scheduled maturities with respect to the Term Loan B Credit Facility are as follows: Fiscal Year 2017 3,360 2018 4,480 2019 227,345 Total $ 235,185 The Term B 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 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). In addition, 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. Under the Term Loan B Credit Facility, OCIB is also subject to certain financial covenants that are tested on a quarterly basis. As of March 31, 2017 , 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, 2017, 6.25 to 1.00, (b) in the fiscal quarters ending June 30, 2017 and September 30, 2017, 5.50 to 1.00, (c) in the fiscal quarter ending December 31, 2017, 5.25 to 1.00, and (d) 4.75 to 1.00, for each fiscal quarter ending thereafter, and (ii) the consolidated interest coverage ratio on the last day of any fiscal quarter to be less than (a) 1.25 to 1.00, in the fiscal quarter ending March 31, 2017, (b) 1.50 to 1.00, for the fiscal quarter ending June 30, 2017, (c) 1.75 to 1.00, for the fiscal quarter ending September 30, 2017, and (d) 2.25 to 1.00, for the fiscal quarter ending December 31, 2017 and for each fiscal quarter ending thereafter. 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 (excluding interest recorded on subordinated debt). As of March 31, 2017 , OCIB’s consolidated senior secured net leverage ratio was 3.08 to 1.00, and its consolidated interest coverage ratio was 1.91 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, 2017 , 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. 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 Revolving Credit Facility—Related Party (as defined in note 5(a)), including a $20,000 sublimit for letters of credit. All proceeds from this facility are used by OCIB for working capital, capital expenditures and other general corporate purposes. 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 interest rate margin to 3.50% , (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 than $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. On January 4, 2017, OCIB, the Partnership and OCI USA entered into Amendment No. 6 (“Revolving Credit Amendment No. 6”) 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. 6, among other things (i) added a maximum consolidated senior secured net leverage ratio covenant of (a) 6.25 for the quarter ending March 31, 2017, (b) 5.50 for the quarters ending June 30, 2017 and September 30, 2017 and (c) 5.25 for the quarter ending December 31, 2017, (ii) added a minimum consolidated interest coverage ratio of (a) 1.25 for the quarters ending December 31, 2016 and March 31, 2017, (b) 1.50 for the quarter ending June 30, 2017, (c) 1.75 for the quarter ending September 30, 2017 and (d) 2.25 for the quarter ending December 31, 2017, (iii) extended the maturity of the Revolving Credit Facility until March 31, 2018 , (iv) increased the interest rate margin to 4.75% , (v) set the specified liquidity target to be met on a quarterly basis, (vi) added a requirement that proceeds from certain types of debt incurrences be used to repay borrowings outstanding under the Revolving Credit Facility, (vii) introduced the recurring reduction of the total revolving loan commitment beginning with the quarter ending June 30, 2017 and continuing at the end of each quarter thererafter, (viii) added a requirement that the general liens basket only be used when the consolidated senior secured net leverage ratio does not exceed 2.75 to 1.00 and (ix) updated the computation of certain financial covenants to exclude interest incurred under the Term Loan Facility—Related Party and the Revolving Credit Facility—Related Party. Outstanding principal amounts under the Revolving Credit Facility bear interest at OCIB’s option at either LIBOR plus a margin of 4.75% or a base rate plus a margin of 3.75%. 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. The borrowing capacity of the Revolving Credit Facility will be reduced by $2,500 on the last day of each fiscal quarter commencing with the fiscal quarter ending June 30, 2017. 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, 2017 , 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, 2017, 6.25 to 1.00, (b) in the fiscal quarters ending June 30, 2017 and September 30, 2017, 5.50 to 1.00, (c) in the fiscal quarter ending December 31, 2017, 5.25 to 1.00, and (ii) the consolidated interest coverage ratio on the last day of any fiscal quarter to be less than (a) 1.25 to 1.00, in the fiscal quarter ending March 31, 2017, (b) 1.50 to 1.00, for the fiscal quarter ending June 30, 2017, (c) 1.75 to 1.00, for the fiscal quarter ending September 30, 2017, and (d) 2.25 to 1.00, for the fiscal quarter ending December 31, 2017. 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 (excluding interest recorded on subordinated debt). As of March 31, 2017 , OCIB’s consolidated senior secured net leverage ratio was 3.08 to 1.00, and its consolidated interest coverage ratio was 1.91 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, 2017 , 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. (c) Debt Issuance Costs Term Loan B Credit Facility and Amendments Thereto The Term Loan Amendment No. 6 included an amendment fee of $1,102 , legal fees of $31 , as well as $12 of other fees and expenses. The Term Loan Amendment No. 7 included a prepayment fee of $776 paid to nonconsenting lenders and legal fees of $55 . OCIB recorded the debt issuance costs as a reduction of long-term debt in the accompanying unaudited condensed consolidated balance sheets and is amortizing them over the term of the Term Loan B Credit Facility using the effective-interest method. OCIB amortized debt issuance costs related to the Term Loan B Credit Facility of $522 and $962 during the three -months ended March 31, 2017 and 2016 , respectively. The amortization of the debt issuance costs is presented as a component of interest expense in the accompanying unaudited condensed consolidated statements of operations. Revolving Credit Facility and Amendments Thereto The Revolving Credit Agreement Amendment No. 4 included $30 of legal fees and expenses, the Revolving Credit Agreement Amendment No. 5 included $31 of legal fees and expenses, and the Revolving Credit Agreement Amendment No. 6 included a 0.25% consent fee of $100 and $36 of legal fees and expenses. OCIB recorded the debt issuance costs as a reduction of short-term debt in the accompanying unaudited condensed consolidated balance sheets and is amortizing them over the term of the Revolving Credit Facility using the effective-interest method. OCIB amortized debt issuance costs related to the Revolving Credit Facility of $29 and $104 during the three -months ended March 31, 2017 and 2016 , respectively. The amortization of the debt issuance costs is presented as a component of interest expense in the accompanying unaudited condensed consolidated statement of operations. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
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 statement of operations for the three-months ended March 31, 2017 and 2016 : Three-Months Ended 2017 2016 Revenue $ 3,579 $ 5,929 Cost of goods sold (exclusive of depreciation) 3,384 5,699 Selling, general and administrative expenses (1) 967 1,511 Interest expense 4,530 51 (1) Amounts represented in selling, general and administrative expense were incurred to the following related parties: Three-Months Ended 2017 2016 OCI GP LLC $ 723 $ 1,029 OCI Nitrogen B.V. 3 — OCI Personnel B.V. 42 186 Contrack International Inc. 199 252 OCI Fertilizers Trade & Supply B.V. — 44 Total selling, general and administrative expenses—related party 967 1,511 Our Agreements with OCI Omnibus Agreement On October 9, 2013, in connection with the closing of the Partnership's initial public offering (“IPO”), the Partnership entered into an omnibus agreement by and between the Partnership, OCI, 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 $4,107 and $6,728 during the three -months ended March 31, 2017 and 2016 , respectively. 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 -months ended March 31, 2017 , $3,384 were recorded in costs of goods sold (exclusive of depreciation) and $723 were recorded in selling, general and administrative expense. During the three -months 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. Accounts payable—related party include amounts incurred but unpaid to OCI GP LLC of $3,387 and $3,147 as of March 31, 2017 and December 31, 2016 , 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, and (iv) 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 $244 and $482 during the three -months ended March 31, 2017 and 2016 , respectively. Accounts payable—related party include amounts incurred but unpaid to the aforementioned parties of $651 and $631 as of March 31, 2017 and December 31, 2016 , 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 including $27,560 of trade receivables. All collections of transferred trade receivables have been received by the Partnership and will be remitted to OCI USA. During the three-months ended March 31, 2017 and 2016 , we remitted $112 and $458 , respectively, of the collections of the transferred trade receivables to OCI USA. On June 30, 2016, OCIB entered into a non-cash settlement agreement with OCI USA and OCI Fertilizer International B.V., a Dutch private limited liability company, which is an indirect, wholly-owned subsidiary of OCI (“OCI Fertilizer”) to settle $ 304 of the accrued interest—related party due to OCI Fertilizer in relation to the commitment fee on the unused portion of the intercompany revolving facility agreement between OCIB and OCI Fertilizer. As a result of this settlement agreement, OCIB incurred $ 304 of accounts payable—related party due to OCI USA. Accounts payable—related party includes amounts incurred but unpaid to OCI USA of $9,467 and $9,579 as of March 31, 2017 and December 31, 2016 , respectively. Advances due from Related Parties Advances due from related parties represent unreimbursed expenses incurred on behalf of OCI and its affiliates. These advances are unsecure, non-interest bearing and are due on demand. As of March 31, 2017 and December 31, 2016, the Partnership had $365 and $525 , respectively, due from related parties. Revolving Credit Facility—Related Party and Term Loan Facility—Related Party As indicated above in note 5(a), OCIB recorded interest expense—related party of $4,530 and $51 during the three-months ended March 31, 2017 and 2016 , respectively. Interest expense—related party relates to interest expense and commitment fees on the unused portion of the Revolving Credit Facility—Related Party and interest expense on our Term Loan Facility—Related Party, both payable to OCI USA. 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, 2017 and 2016 , we had related party sales of $3,579 and $2,664 , respectively, for the sale of Ammonia to OCI Fertilizers USA. Accounts Receivable—related party includes amounts due from OCI Fertilizer USA of $817 and $1,332 as of March 31, 2017 and December 31, 2016 , 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. purchased 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 $3,265 for the sale of Ammonia to OCI Fertilizer Trade & Supply B.V. We had no related party sales to OCI Fertilizer Trade & Supply B.V. during the three-months ended March 31, 2017 and we had no amounts due from OCI Fertilizer Trade & Supply B.V. as of March 31, 2017 or December 31, 2016 . Other Transactions with Related Parties 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, 2017 | |
Risks and Uncertainties [Abstract] | |
Significant Customers | Significant Customers During the three -months ended March 31, 2017 and 2016 , the following customers accounted for 10% or more of the Partnership’s revenues : Customer name Three-Months Ended Three-Months Ended March 31, 2016 Methanex Methanol Company, L.L.C. 42 % 28 % Southern Chemical Distribution, L.L.C. 16 % * Interoceanic Corporation * 14 % Koch (1) * 29 % (1) Figure presented includes sales to Koch Fertilizer, 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. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 . Debt accrues interest at a variable rate, and as such, the fair value approximates its carrying value as of March 31, 2017 and December 31, 2016 . |
Commitments, Contingencies and
Commitments, Contingencies and Legal Proceedings | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Legal Proceedings | Commitments, Contingencies and Legal Proceedings Litigation: 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. Environmental: 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, 2017 and 2016 . Contractual Purchase Commitments: We are obligated to make payments under contractual purchase commitments, including unconditional purchase obligations. Our unconditional purchase obligation relates to the supply of nitrogen. The contract requires the purchase of minimum quantities of nitrogen, at current market prices. We have estimated our payment obligations under the existing contract using current market prices and currently expect our purchases to exceed our minimum payment obligations. Our obligations to make future payments under the nitrogen supply contract as of March 31, 2017 are summarized in the following table: Total 2017 2018 2019 2020 2021 Thereafter Purchase Obligations $ 53,400 $ 5,547 $ 7,362 $ 7,362 $ 7,362 $ 7,362 $ 18,405 Total payments relating to our nitrogen supply contract were approximately $1,941 and $2,834 during the three-months ended March 31, 2017 and 2016 , respectively. |
Earnings per Limited Partner Un
Earnings per Limited Partner Unit | 3 Months Ended |
Mar. 31, 2017 | |
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/(loss) per limited partner unit for the period indicated: Three-Months Ended 2017 2016 Net income (loss) $ 13,744 $ (6,054 ) Basic and diluted weighted average number of limited partner units outstanding 86,997,590 86,997,590 Basic and diluted net income (loss) per limited partner unit $ 0.16 $ (0.07 ) |
Partners' Capital and Partnersh
Partners' Capital and Partnership Distributions | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Partners' Capital and Partnership Distributions | Partners' Capital and Partnership Distributions As of March 31, 2017 , the Partnership had a total of 86,997,590 common units issued and outstanding, of which 69,497,590 common units are owned by OCI or affiliates thereof, representing approximately 80% of the total Partnership common units outstanding. 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 First Quarter, ended March 31, 2016 $ 0.06 $ 5,220 June 24, 2016 July 8, 2016 Second Quarter, ended June 30, 2016 (2) $ — $ — — — Third Quarter, ended September 30, 2016 (3) $ — $ — — — Fourth Quarter, ended December 31, 2016 (4) $ — $ — — — First Quarter, ended March 31, 2017 $ 0.23 $ 20,009 May 19, 2017 June 5, 2017 (1) Cash distributions for a quarter are declared and paid in the following quarter. (2) No distribution was declared for the three-months ended June 30, 2016. (3) No distribution was declared for the three-months ended September 30, 2016. (4) No distribution was declared for the three-months ended December 31, 2016. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On May 5, 2017, the Partnership announced that the board of directors of our general partner declared a cash distribution to our common unitholders for the period January 1, 2017 through and including March 31, 2017 of $0.23 per unit, or approximately $20,009 in the aggregate. The cash distribution will be paid on June 5, 2017 to unitholders of record at the close of business on May 19, 2017. |
Business and Basis of Present19
Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016 filed with the SEC on March 13, 2017. 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, 2017 , 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, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 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 Adopted and 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 August 29, 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance on the cash flow reporting of certain issues that were either unclear or not addressed under existing U.S. GAAP. The standard requires the retrospective transition method and is effective for annual and interim periods in the fiscal years beginning after December 15, 2017, although early adoption is permitted. The adoption of ASU 2016-15 on January 1, 2018 is not expected to have a material impact on the Partnership's consolidated financial statements or disclosures. 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, modified retrospective, or cumulative effect transition method. Early adoption is permitted for annual periods beginning after December 15, 2016. The Partnership will adopt ASU 2014-09 on January 1, 2018 and is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Partnership has formed a project team that has completed training on the new ASU and has started contract review and documentation. The Partnership has not yet determined the effect of the standard on its ongoing financial reporting nor has it selected a transition method. Effective January 1, 2017 we adopted ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The FASB issued this ASU on November 20, 2015 as part of its initiative to reduce complexity in accounting standards and improve comparability between GAAP and International Financial Reporting Standards (“IFRS”). Previously, GAAP required 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 has been applied prospectively and did not have any impact on the Partnership’s unaudited condensed consolidated statement of operations. Effective January 1, 2017 we adopted ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The FASB issued this ASU on July 22, 2015 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 did not have any impact on the Partnership’s consolidated financial statements. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories Balances by Product | Below is a summary of inventory balances by product as of March 31, 2017 and December 31, 2016 : As of March 31, December 31, Ammonia $ 3,276 $ 4,192 Methanol 5,268 3,351 Total $ 8,544 $ 7,543 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As of March 31, December 31, Land $ 3,371 $ 3,371 Plant and equipment 766,263 766,263 Buildings 14,685 14,685 Vehicles 55 55 Furniture, Fixtures & Office Equipment 629 629 Construction in progress 2,412 2,159 787,415 787,162 Less: accumulated depreciation 182,193 166,948 $ 605,222 $ 620,214 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Components of Debt | March 31, Interest Rate Interest Rate as of Maturity Date Revolving Credit Facility $ 32,000 4.75% + LIBOR 5.91% March 31, 2018 Less: Unamortized Debt Issue Costs 107 Revolving Credit Facility, Net $ 31,893 March 31, Interest Rate Interest Rate as of Maturity Date Term Loan B Credit Facility $ 235,185 6.75% + Adjusted LIBOR 8.03% August 20, 2019 Less: Current Portion 4,480 Less: Unamortized Discount and Debt Issue Costs 5,556 Term Loan Facility, Net $ 225,149 December 31, Interest Rate Interest Rate as of Maturity Date Term Loan B Credit Facility $ 236,305 6.75% + Adjusted LIBOR 8.03% August 20, 2019 Less: Current Portion 4,480 Less: Unamortized Discount and Debt Issue Costs 6,077 Term Loan Facility, Net $ 225,748 March 31, Interest Rate Interest Rate as of Maturity Date Revolving Credit Facility—Related Party $ — 4.75% + LIBOR + 0.25% 6.16% January 20, 2020 March 31, Interest Rate Interest Rate as of Maturity Date Term Loan Facility—Related Party $ 200,000 6.75% + Adjusted LIBOR + 0.25% 8.28% January 20, 2020 December 31, Interest Rate Interest Rate as of Maturity Date Revolving Credit Facility—Related Party $ 35,000 3.50% + LIBOR + 0.25% 4.63% January 20, 2020 December 31, Interest Rate Interest Rate as of Maturity Date Term Loan Facility—Related Party $ 200,000 6.75% + Adjusted LIBOR + 0.25% 8.28% January 20, 2020 |
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 2017 3,360 2018 4,480 2019 227,345 Total $ 235,185 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Effect of Related Party Transactions | The following table represents the effect of related party transactions on the unaudited condensed consolidated statement of operations for the three-months ended March 31, 2017 and 2016 : Three-Months Ended 2017 2016 Revenue $ 3,579 $ 5,929 Cost of goods sold (exclusive of depreciation) 3,384 5,699 Selling, general and administrative expenses (1) 967 1,511 Interest expense 4,530 51 (1) Amounts represented in selling, general and administrative expense were incurred to the following related parties: Three-Months Ended 2017 2016 OCI GP LLC $ 723 $ 1,029 OCI Nitrogen B.V. 3 — OCI Personnel B.V. 42 186 Contrack International Inc. 199 252 OCI Fertilizers Trade & Supply B.V. — 44 Total selling, general and administrative expenses—related party 967 1,511 |
Significant Customers (Tables)
Significant Customers (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedule of Customers Accounting for 10% or More of the Partnership's Revenues | During the three -months ended March 31, 2017 and 2016 , the following customers accounted for 10% or more of the Partnership’s revenues : Customer name Three-Months Ended Three-Months Ended March 31, 2016 Methanex Methanol Company, L.L.C. 42 % 28 % Southern Chemical Distribution, L.L.C. 16 % * Interoceanic Corporation * 14 % Koch (1) * 29 % (1) Figure presented includes sales to Koch Fertilizer, LLC and Koch Methanol, LLC. * Customer accounted for less than 10% of the Partnership's revenues for the period presented. |
Commitments, Contingencies an25
Commitments, Contingencies and Legal Proceedings Commitments, Contingencies and Legal Proceedings (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Unrecorded Unconditional Purchase Obligations Disclosure | Our obligations to make future payments under the nitrogen supply contract as of March 31, 2017 are summarized in the following table: Total 2017 2018 2019 2020 2021 Thereafter Purchase Obligations $ 53,400 $ 5,547 $ 7,362 $ 7,362 $ 7,362 $ 7,362 $ 18,405 |
Earnings per Limited Partner 26
Earnings per Limited Partner Unit (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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/(loss) per limited partner unit for the period indicated: Three-Months Ended 2017 2016 Net income (loss) $ 13,744 $ (6,054 ) Basic and diluted weighted average number of limited partner units outstanding 86,997,590 86,997,590 Basic and diluted net income (loss) per limited partner unit $ 0.16 $ (0.07 ) |
Partners' Capital and Partner27
Partners' Capital and Partnership Distributions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 First Quarter, ended March 31, 2016 $ 0.06 $ 5,220 June 24, 2016 July 8, 2016 Second Quarter, ended June 30, 2016 (2) $ — $ — — — Third Quarter, ended September 30, 2016 (3) $ — $ — — — Fourth Quarter, ended December 31, 2016 (4) $ — $ — — — First Quarter, ended March 31, 2017 $ 0.23 $ 20,009 May 19, 2017 June 5, 2017 (1) Cash distributions for a quarter are declared and paid in the following quarter. (2) No distribution was declared for the three-months ended June 30, 2016. (3) No distribution was declared for the three-months ended September 30, 2016. (4) No distribution was declared for the three-months ended December 31, 2016. |
Business and Basis of Present28
Business and Basis of Presentation - Additional Information (Detail) $ in Thousands | Apr. 14, 2017 | May 05, 2011USD ($) | Mar. 31, 2017t |
Subsidiary Sale Of Stock [Line Items] | |||
State of formation | Delaware | ||
Date of formation | Feb. 7, 2013 | ||
Business Combination, Consideration, Stock Issuance Ratio | 0.5200 | ||
OCI Beaumont LLC | |||
Subsidiary Sale Of Stock [Line Items] | |||
Percentage of common units owned by OCI | 80.00% | ||
Methanol | |||
Subsidiary Sale Of Stock [Line Items] | |||
Annual production design capacity (metric tons) | 912,500 | ||
Annual production design capacity, percentage increase | 25.00% | ||
Ammonia | |||
Subsidiary Sale Of Stock [Line Items] | |||
Annual production design capacity (metric tons) | 331,000 | ||
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 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
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, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Total inventory | $ 8,544 | $ 7,543 |
Ammonia | ||
Inventory [Line Items] | ||
Total inventory | 3,276 | 4,192 |
Methanol | ||
Inventory [Line Items] | ||
Total inventory | $ 5,268 | $ 3,351 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 787,415 | $ 787,162 |
Less: accumulated depreciation | 182,193 | 166,948 |
Total property, plant and equipment, net | 605,222 | 620,214 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 3,371 | 3,371 |
Plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 766,263 | 766,263 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 14,685 | 14,685 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 55 | 55 |
Furniture, Fixtures & Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 629 | 629 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 2,412 | $ 2,159 |
Debt Debt - Related Party (Deta
Debt Debt - Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 | |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, amount outstanding | $ 200,000 | $ 200,000 | |
Term Loan Facility | OCI Fertilizer International B.V. | |||
Debt Instrument [Line Items] | |||
Line of credit facility, amount outstanding | $ 200,000 | $ 200,000 | |
Debt interest rate, stated percentage | 6.75% | 6.75% | |
Interest rate at period end | 8.28% | 8.28% | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest rate at period end | 5.91% | ||
Revolving Credit Facility | OCI Fertilizer International B.V. | |||
Debt Instrument [Line Items] | |||
Line of credit facility, amount outstanding | $ 0 | $ 35,000 | |
Debt interest rate, stated percentage | 4.75% | 3.50% | |
Interest rate at period end | 6.16% | 4.63% | |
LIBOR | Term Loan Facility | OCI Fertilizer International B.V. | |||
Debt Instrument [Line Items] | |||
Debt interest rate, applicable margin | 0.25% | 0.25% | |
LIBOR | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt interest rate, applicable margin | 4.75% | ||
LIBOR | Revolving Credit Facility | OCI Fertilizer International B.V. | |||
Debt Instrument [Line Items] | |||
Debt interest rate, applicable margin | 0.25% | 0.25% |
Debt - Additional Information (
Debt - Additional Information (Detail) | Jun. 30, 2017USD ($) | Jan. 04, 2017USD ($) | Nov. 30, 2016USD ($) | Sep. 15, 2016USD ($) | Mar. 17, 2016USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016USD ($) | Jun. 30, 2016 | Jul. 02, 2015USD ($) | Apr. 04, 2014USD ($) | Aug. 20, 2013USD ($)tranch |
Debt Instrument [Line Items] | ||||||||||||||||
Intercompany revolving credit facility, amount outstanding | $ 0 | |||||||||||||||
Net leverage ratio | 3.08 | |||||||||||||||
Interest coverage ratio | 1.91 | |||||||||||||||
Proceeds from revolving credit facility | $ 62,000,000 | $ 0 | ||||||||||||||
Write off of deferred debt issuance cost | $ 7,600,000 | |||||||||||||||
Amortization of debt issuance costs | $ 551,000 | 1,066,000 | ||||||||||||||
Revolving Credit Facility Amendment Six | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Consent Fee Percentage | 0.25% | |||||||||||||||
Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Borrowing capacity | $ 40,000,000 | |||||||||||||||
Rate of commitment fee | 1.40% | |||||||||||||||
Net leverage ratio | 1.75 | 1.75 | 1.75 | 1.75 | ||||||||||||
Interest coverage ratio | 5 | 5 | ||||||||||||||
Debt instrument, term | 1 year | |||||||||||||||
Debt instrument, additional term | 1 year | |||||||||||||||
Interest coverage ratio, actual | 1.91 | |||||||||||||||
Amortization of debt issuance costs | $ 29,000 | 104,000 | ||||||||||||||
Revolving Credit Facility | Scenario Forecast | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Decrease in borrowing capacity | $ 2,500,000 | |||||||||||||||
Revolving Credit Facility | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate, applicable margin | 4.75% | |||||||||||||||
Revolving Credit Facility | Alternate Base Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate, applicable margin | 3.75% | |||||||||||||||
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 4.75% or a base rate plus a margin of 3.75%. | |||||||||||||||
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] | ||||||||||||||||
Borrowing capacity | $ 20,000,000 | |||||||||||||||
Rate of commitment fee | 1.40% | |||||||||||||||
Net leverage ratio | 5 | 5 | 4.75 | 4.25 | ||||||||||||
Interest coverage ratio | 2.5 | 2.50 | 3 | |||||||||||||
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 | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate period increase (decrease) | 3.50% | |||||||||||||||
Revolving Credit Facility | Revolving Credit Facility Amendment Six | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Net leverage ratio | 2.75 | 6.25 | ||||||||||||||
Interest coverage ratio | 1.25 | 1.25 | ||||||||||||||
Arranger fee | $ 100,000 | |||||||||||||||
Legal Fees | $ 36,000 | |||||||||||||||
Revolving Credit Facility | Revolving Credit Facility Amendment Six | Scenario Forecast | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Net leverage ratio | 5.5 | 5.25 | 5.5 | |||||||||||||
Interest coverage ratio | 1.50 | 2.25 | 1.75 | |||||||||||||
Revolving Credit Facility | Revolving Credit Facility Amendment Six | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate period increase (decrease) | 4.75% | |||||||||||||||
Senior Secured Term Loan Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of tranches of debt | tranch | 3 | |||||||||||||||
Term B-2 Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Term loan B credit facility | $ 235,000,000 | |||||||||||||||
Term B-3 Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Term loan B credit facility | 165,000,000 | |||||||||||||||
Net leverage ratio | 1.75 | 1.75 | 1.75 | 1.75 | ||||||||||||
Term B-3 Loan | Term Loan Facility Amendment Six | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Net leverage ratio | 5 | 5 | 4.75 | 4.25 | ||||||||||||
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% | |||||||||||||||
Term B-4 Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Term loan B credit facility | $ 50,000,000 | |||||||||||||||
Term B Loans | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal payment reductions | $ 1,120,000 | |||||||||||||||
Term B Loans | Term Loan Facility Amendment Six | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate, applicable margin | 6.75% | |||||||||||||||
Term B Loans | Term Loan Facility Amendment Six | Alternate Base Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate, applicable margin | 5.75% | |||||||||||||||
Term Loan B Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Net leverage ratio | 3.08 | |||||||||||||||
Amortization of debt issuance costs | $ 522,000 | $ 962,000 | ||||||||||||||
Term Loan B Credit Facility | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate, applicable margin | 6.75% | 6.75% | ||||||||||||||
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 | Other Fees and Expenses | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Legal and structuring fees | 12,000 | |||||||||||||||
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 Seven | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Arranger fee | 776,000 | |||||||||||||||
Legal Fees | 55,000 | |||||||||||||||
Letter of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Borrowing capacity | $ 20,000,000 | |||||||||||||||
Term Loan B Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest coverage ratio | 5 | 5 | 5 | 5 | ||||||||||||
Term Loan B Credit Facility | Term Loan Facility Amendment Six | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest coverage ratio | 2.50 | 2.50 | 2.50 | 3 | ||||||||||||
Term Loan Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, amount outstanding | 200,000,000 | $ 200,000,000 | ||||||||||||||
Net leverage ratio | 5 | |||||||||||||||
Interest coverage ratio | 2.5 | 2.50 | ||||||||||||||
Proceeds from revolving credit facility | 200,000,000 | |||||||||||||||
Term Loan Facility | Scenario Forecast | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Net leverage ratio | 1.75 | 1.75 | 1.75 | 1.75 | ||||||||||||
Interest coverage ratio | 5 | 5 | 5 | |||||||||||||
Term Loan Facility | Term Loan Facility Amendment Seven | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Net leverage ratio | 6.25 | |||||||||||||||
Interest coverage ratio | 1.25 | |||||||||||||||
Term Loan Facility | Term Loan Facility Amendment Seven | Scenario Forecast | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Net leverage ratio | 5.5 | 4.75 | 5.25 | 5.5 | ||||||||||||
Interest coverage ratio | 1.50 | 2.25 | 1.75 | |||||||||||||
OCI Fertilizer International B.V. | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Borrowing capacity | 200,000,000 | |||||||||||||||
OCI Fertilizer International B.V. | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Borrowing capacity | $ 40,000,000 | |||||||||||||||
Intercompany revolving credit facility, interest rate description | Borrowings under the Term Loan Facility—Related Party bear interest at a rate equal to the sum of (i) the rate per annum applicable to the Term Loan B Credit Facility (including as such per annum rate may fluctuate from time to time in accordance with the terms of the agreement governing the Term Loan B Credit Facility) discussed in note 5(b) plus (ii) 0.25%. | |||||||||||||||
Rate of commitment fee | 0.50% | |||||||||||||||
Line of credit facility, amount outstanding | $ 0 | $ 35,000,000 | ||||||||||||||
OCI Fertilizer International B.V. | Revolving Credit Facility | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate, applicable margin | 0.25% | 0.25% | ||||||||||||||
OCI Fertilizer International B.V. | Before Reduction for Amended Revolving Credit Agreement Indebtedness | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Borrowing capacity | $ 40,000,000 | |||||||||||||||
OCI Fertilizer International B.V. | Term Loan Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, amount outstanding | $ 200,000,000 | $ 200,000,000 | ||||||||||||||
OCI Fertilizer International B.V. | Term Loan Facility | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate, applicable margin | 0.25% | 0.25% | ||||||||||||||
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 Revolving Credit Facility (including as such per annum rate may fluctuate from time to time in accordance with the terms of the agreement governing the Revolving Credit Facility) discussed in note 5(b), plus (ii) 0.25%. | |||||||||||||||
OCI Fertilizer International B.V. | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate, applicable margin | 0.25% | |||||||||||||||
OCI Fertilizer International B.V. | Term Loan Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate, applicable margin | 0.25% |
Debt - Components of Debt (Deta
Debt - Components of Debt (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Line Of Credit Facility [Line Items] | ||
Revolving Credit Facility, Net | $ 31,893 | $ 0 |
Term Loan B Credit Facility | 235,185 | |
Less: Current Portion | 4,480 | 4,480 |
Term loan facility, net | 225,149 | 225,748 |
Revolving Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Revolving Credit Facility | 32,000 | |
Less: Unamortized Debt Issue Costs | 107 | |
Revolving Credit Facility, Net | $ 31,893 | |
Interest rate at period end | 5.91% | |
Term Loan B Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Term Loan B Credit Facility | $ 235,185 | 236,305 |
Less: Current Portion | 4,480 | 4,480 |
Less: Unamortized Discount and Debt Issue Costs | 5,556 | 6,077 |
Term loan facility, net | $ 225,149 | $ 225,748 |
Interest rate at period end | 8.03% | 8.03% |
LIBOR | Revolving Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Interest rate added to LIBOR rate | 4.75% | |
LIBOR | Term Loan B Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Interest rate added to LIBOR rate | 6.75% | 6.75% |
Debt - Scheduled Maturities wit
Debt - Scheduled Maturities with Respect to Amended Term Loan Facility (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 3,360 |
2,018 | 4,480 |
2,019 | 227,345 |
Total | $ 235,185 |
Related-Party Transactions - Ef
Related-Party Transactions - Effect of Related Party Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Revenue | $ 3,579 | $ 5,929 |
Selling, general and administrative expenses | 967 | 1,511 |
Interest expense | 4,530 | 51 |
Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Revenue | 3,579 | 5,929 |
Cost of goods sold (exclusive of depreciation) | 3,384 | 5,699 |
Selling, general and administrative expenses | 967 | 1,511 |
Interest expense | $ 4,530 | $ 51 |
Related-Party Transactions - 37
Related-Party Transactions - Effect of Related Party Transactions, Amounts Represented in Selling, General and Administrative Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Total selling, general and administrative expenses-related party | $ 967 | $ 1,511 |
Material Effects | ||
Related Party Transaction [Line Items] | ||
Total selling, general and administrative expenses-related party | 967 | 1,511 |
Material Effects | OCI GP LLC | ||
Related Party Transaction [Line Items] | ||
Total selling, general and administrative expenses-related party | 723 | 1,029 |
Material Effects | OCI Nitrogen B.V. | ||
Related Party Transaction [Line Items] | ||
Total selling, general and administrative expenses-related party | 3 | 0 |
Material Effects | OCI Personnel B.V. | ||
Related Party Transaction [Line Items] | ||
Total selling, general and administrative expenses-related party | 42 | 186 |
Material Effects | Contrack International Inc. | ||
Related Party Transaction [Line Items] | ||
Total selling, general and administrative expenses-related party | 199 | 252 |
Material Effects | OCI Fertilizers Trade & Supply B.V. | ||
Related Party Transaction [Line Items] | ||
Total selling, general and administrative expenses-related party | $ 0 | $ 44 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | Jun. 30, 2016 | May 12, 2015 | Oct. 09, 2013 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||||||
Cost of goods sold (exclusive of depreciation) | $ 48,272,000 | $ 44,835,000 | ||||
Selling, general and administrative expense | 5,069,000 | 6,459,000 | ||||
Accounts payable—related party | 0 | $ 35,000,000 | ||||
Selling, general and administrative expenses—related party | 967,000 | 1,511,000 | ||||
Accounts receivable distribution to Partnership | 112,000 | 207,000 | ||||
Interest expense—related party | 4,530,000 | 51,000 | ||||
Revenue | 3,579,000 | 5,929,000 | ||||
OCI GP LLC | Omnibus Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Costs incurred under contract | 4,107,000 | 6,728,000 | ||||
Cost of goods sold (exclusive of depreciation) | 3,384,000 | 5,699,000 | ||||
Selling, general and administrative expense | 723,000 | 1,029,000 | ||||
Accounts payable—related party | 3,387,000 | 3,147,000 | ||||
OCI Nitrogen BV And OCI Personnel BV And Contrack International Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Selling, general and administrative expenses—related party | 244,000 | 482,000 | ||||
OCI Nitrogen BV And OCI Personnel BV And Contrack International Inc | Omnibus Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable—related party | 651,000 | 631,000 | ||||
OCI USA Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable—related party | 9,467,000 | 9,579,000 | ||||
OCI USA Inc. | Trade Receivables | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts receivable distribution to Partnership | $ 27,560,000 | |||||
Capital distributions | $ 112,000 | 458,000 | ||||
OCI Fertilizers USA LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Non-cash settlement agreement for accrued interest | $ 304,000 | |||||
Accounts payable, related parties | $ 304,000 | |||||
Related party sale agreement expiration date | May 31, 2017 | |||||
Agreement cancellation period with notice | 90 days | |||||
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. | |||||
Commission percentage of sales price to third parties | 1.50% | |||||
Revenue | $ 3,579,000 | 2,664,000 | ||||
Accounts receivable, related parties | 817,000 | 1,332,000 | ||||
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Selling, general and administrative expenses—related party | 967,000 | 1,511,000 | ||||
Interest expense—related party | 4,530,000 | 51,000 | ||||
Revenue | 3,579,000 | 5,929,000 | ||||
Affiliated Entity | Advances | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related parties | 365,000 | 525,000 | ||||
OCI Fertilized Trade & Supply B.V. | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue | 0 | $ 3,265,000 | ||||
Accounts receivable, related parties | $ 0 | $ 0 |
Significant Customers - Additio
Significant Customers - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 | Mar. 31, 2016 | |
Methanex Methanol Company, LLC | ||
Concentration Risk [Line Items] | ||
Percentage of Revenues | 42.00% | 28.00% |
Southern Chemical Distribution, L.L.C. | ||
Concentration Risk [Line Items] | ||
Percentage of Revenues | 16.00% | |
Interoceanic Corporation | ||
Concentration Risk [Line Items] | ||
Percentage of Revenues | 14.00% | |
Koch | ||
Concentration Risk [Line Items] | ||
Percentage of Revenues | 29.00% |
Commitments, Contingencies an41
Commitments, Contingencies and Legal Proceedings Purchase Obligations (Details) - Nitrogen $ in Thousands | Mar. 31, 2017USD ($) |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Total | $ 53,400 |
2,017 | 5,547 |
2,018 | 7,362 |
2,019 | 7,362 |
2,020 | 7,362 |
2,021 | 7,362 |
Thereafter | $ 18,405 |
Commitments, Contingencies an42
Commitments, Contingencies and Legal Proceedings - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating expenditures for environmental fines, penalties, or government-imposed remedial or corrective actions | $ 0 | $ 0 |
Nitrogen | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded Unconditional Purchase Obligation, Purchases | $ 1,941,000 | $ 2,834,000 |
Earnings per Limited Partner 43
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net income | $ 13,744 | $ (6,054) |
Basic and diluted weighted average number of limited partner units outstanding (in shares) | 86,997,590 | 86,997,590 |
Basic and diluted net income (loss) per limited partner unit (in USD per share) | $ 0.16 | $ (0.07) |
Partners' Capital and Partner44
Partners' Capital and Partnership Distributions - Schedule of Cash Distributions to Unitholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
Equity [Abstract] | |||||
Distribution per common unit (in dollars per share) | $ 0.23 | $ 0 | $ 0 | $ 0 | $ 0.06 |
Total Cash Distribution | $ 20,009 | $ 0 | $ 0 | $ 0 | $ 5,220 |
Date of Record | May 19, 2017 | Jun. 24, 2016 | |||
Date of Distribution | Jun. 5, 2017 | Jul. 8, 2016 |
Partners' Capital and Partner45
Partners' Capital and Partnership Distributions Partners' Capital and Partnership Distributions (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Common units, issued (in shares) | 86,997,590 | 86,997,590 |
Common units, outstanding (in shares) | 86,997,590 | 86,997,590 |
OCI or Affiliates | ||
Class of Stock [Line Items] | ||
Common units of company owned by OCI and Affiliates | 69,497,590 | |
Percentage of common units owned by OCI or Affiliates | 80.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
Subsequent Events [Abstract] | |||||
Distribution per common unit (in dollars per share) | $ 0.23 | $ 0 | $ 0 | $ 0 | $ 0.06 |
Total cash distribution | $ 20,009 | $ 0 | $ 0 | $ 0 | $ 5,220 |