NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Organization and History of the Company
Organization
The "Company," "CVR Energy," or "CVR" may be used to refer to CVR Energy, Inc. and, unless the context otherwise requires, its subsidiaries. Any references to the "Company" as of a date prior to October 16, 2007 (the date of the restructuring as further discussed in this Note) and subsequent to June 24, 2005 are to Coffeyville Acquisition LLC ("CALLC") and its subsidiaries.
CVR is a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries through its holdings in CVR Refining, LP ("CVR Refining" or the "Refining Partnership") and CVR Partners, LP ("CVR Partners" or the "Nitrogen Fertilizer Partnership"). The Refining Partnership is an independent petroleum refiner and marketer of high value transportation fuels. The Nitrogen Fertilizer Partnership produces and markets nitrogen fertilizers in the form of UAN and ammonia. The Company's operations include
two
business segments: the petroleum segment and the nitrogen fertilizer segment.
CALLC formed CVR Energy, Inc. as a wholly-owned subsidiary, incorporated in Delaware in September 2006, in order to effect an initial public offering. The initial public offering of CVR was consummated on October 26, 2007. In conjunction with the initial public offering, a restructuring occurred in which CVR became a direct or indirect owner of all of the subsidiaries of CALLC. Additionally, in connection with the initial public offering, CALLC was split into
two
entities: CALLC and Coffeyville Acquisition II LLC.
CVR's common stock is listed on the NYSE under the symbol "CVI." As of December 31, 2010, approximately
40%
of its outstanding shares were beneficially owned by GS Capital Partners V, L.P. and related entities ("GS" or "Goldman Sachs Funds") and Kelso Investment Associates VII, L.P. and related entities ("Kelso" or "Kelso Funds"). On February 8, 2011, GS and Kelso completed a registered public offering, whereby GS sold into the public market its remaining ownership interests in CVR and Kelso substantially reduced its interest in the Company. On May 26, 2011, Kelso completed a registered public offering, whereby Kelso sold into the public market its remaining ownership interest in CVR Energy.
On December 15, 2011, CVR acquired all of the issued and outstanding shares of Gary-Williams Energy Corporation (subsequently converted to "WEC\"). Assets acquired include a
70,000
bpcd rated capacity refinery in Wynnewood, Oklahoma and approximately
2.0 million
barrels of company-owned storage tanks.
On April 18, 2012, an affiliate of Icahn Enterprises L.P. ("IEP") entered into a Transaction Agreement (the "Transaction Agreement") with CVR, with respect to its tender offer to purchase all of the issued and outstanding shares of CVR's common stock. On May 7, 2012, an affiliate of IEP announced that it had acquired control of CVR pursuant to a tender offer for all of the Company's common stock (the "IEP Acquisition"). As of
December 31, 2016
, IEP and its affiliates owned approximately
82%
of the Company's outstanding shares. Prior to the IEP Acquisition, the Company was owned
100%
by the public.
CVR Partners, LP
In conjunction with the consummation of CVR's initial public offering in 2007, CVR transferred Coffeyville Resources Nitrogen Fertilizers, LLC ("CRNF"), its nitrogen fertilizer business, to CVR Partners, which at the time was a newly created limited partnership, in exchange for a managing general partner interest ("managing GP interest"), a special general partner interest ("special GP interest," represented by special GP units) and a de minimis limited partner interest ("LP interest," represented by special LP units). CVR concurrently sold the managing GP interest, including the associated incentive distribution rights ("IDRs"), to Coffeyville Acquisition III LLC ("CALLC III"), an entity owned by its then controlling stockholders and senior management.
On April 13, 2011, the Nitrogen Fertilizer Partnership completed its initial public offering of
22,080,000
common units (the "Nitrogen Fertilizer Partnership IPO") priced at
$16.00
per unit. The common units, which are listed on the NYSE, began trading on April 8, 2011 under the symbol "UAN." In connection with the Nitrogen Fertilizer Partnership IPO, the IDRs were purchased by the Nitrogen Fertilizer Partnership and subsequently extinguished. In addition, the noncontrolling interest representing the managing GP interest was purchased by Coffeyville Resources, LLC ("CRLLC"), a subsidiary of CVR, for a nominal amount. The consideration for the IDRs was paid to the owners of CALLC III, which included the Goldman Sachs
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Funds, the Kelso Funds and members of CVR's senior management. In connection with the Nitrogen Fertilizer Partnership IPO and through May 27, 2013, the Company recorded a noncontrolling interest for the common units sold into the public market which represented approximately a
30%
interest in the Nitrogen Fertilizer Partnership.
In connection with the Nitrogen Fertilizer Partnership IPO, the Nitrogen Fertilizer Partnership's limited partner interests were converted into common units, the Nitrogen Fertilizer Partnership's special general partner interests were converted into common units, and the Nitrogen Fertilizer Partnership's special general partner was merged with and into CRLLC, with CRLLC continuing as the surviving entity. In addition, as discussed above, the managing general partner sold its IDRs to the Nitrogen Fertilizer Partnership. These interests were extinguished, and CALLC III sold the managing general partner to CRLLC for a nominal amount. As a result of the Nitrogen Fertilizer Partnership IPO, the Nitrogen Fertilizer Partnership has
two
types of partnership interests outstanding:
|
|
•
|
common units representing limited partner interests; and
|
|
|
•
|
a general partner interest, which is not entitled to any distributions, and which is held by the Nitrogen Fertilizer Partnership's general partner.
|
On May 28, 2013, CRLLC completed a registered public offering (the "Secondary Offering") whereby it sold
12,000,000
Nitrogen Fertilizer Partnership common units to the public at a price of
$25.15
per unit. The net proceeds to CRLLC from the Secondary Offering were approximately
$292.6 million
, after deducting approximately
$9.2 million
in underwriting discounts and commissions. The Nitrogen Fertilizer Partnership did not receive any of the proceeds from the sale of common units by CRLLC. In connection with the Secondary Offering, the Nitrogen Fertilizer Partnership incurred approximately
$0.5 million
in offering costs during the year ended December 31, 2013.
Immediately subsequent to the closing of the Secondary Offering, public security holders held approximately
47%
of the total Nitrogen Fertilizer Partnership common units, and CRLLC held approximately
53%
of the total Nitrogen Fertilizer Partnership common units.
On April 1, 2016, the Nitrogen Fertilizer Partnership completed the merger (the "East Dubuque Merger") with CVR Nitrogen, LP (“CVR Nitrogen”) (formerly known as East Dubuque Nitrogen Partners, L.P. and also formerly known as Rentech Nitrogen Partners L.P.) and CVR Nitrogen GP, LLC ("CVR Nitrogen GP") (formerly known as East Dubuque Nitrogen GP, LLC and also formerly known as Rentech Nitrogen GP, LLC), whereby the Nitrogen Fertilizer Partnership acquired a nitrogen fertilizer manufacturing facility located in East Dubuque, Illinois (the "East Dubuque Facility"). See
Note 3 ("Acquisition")
.
As a result of the Nitrogen Fertilizer Partnership's acquisition of CVR Nitrogen, LP and issuance of the unit consideration, the noncontrolling interest related to the Nitrogen Fertilizer Partnership reflected in our Consolidated Financial Statements on April 1, 2016 and from such date and as of December 31, 2016 was approximately
66%
. In addition, CRLLC owns
100%
of the Nitrogen Fertilizer Partnership's general partner, CVR GP, LLC, which only holds a non-economic general partner interest. The noncontrolling interest reflected on the Consolidated Balance Sheets of CVR is impacted by the net income of, and distributions from, the Nitrogen Fertilizer Partnership.
The Nitrogen Fertilizer Partnership has adopted a policy pursuant to which the Nitrogen Fertilizer Partnership will distribute all of the available cash it generates each quarter. The available cash for each quarter will be determined by the board of directors of the Nitrogen Fertilizer Partnership's general partner following the end of such quarter. The partnership agreement does not require that the Nitrogen Fertilizer Partnership make cash distributions on a quarterly basis or at all, and the board of directors of the general partner of the Nitrogen Fertilizer Partnership can change the Nitrogen Fertilizer Partnership's distribution policy at any time.
The Nitrogen Fertilizer Partnership and its general partner is party to a services agreement with CVR Energy, pursuant to which the Nitrogen Fertilizer Partnership and its general partner obtain certain management and other services from CVR Energy. The Nitrogen Fertilizer Partnership's general partner, CVR GP, LLC, manages the operations and activities of the Nitrogen Fertilizer Partnership, subject to the terms and conditions specified in the partnership agreement. The operations of the general partner in its capacity as general partner are managed by its board of directors. Actions by the general partner that are made in its individual capacity are made by CRLLC as the sole member of the general partner and not by the board of directors of the general partner. The general partner is not elected by the common unitholders and is not subject to re-election on a regular basis. The officers of the general partner manage the day-to-day affairs of the business of the Nitrogen Fertilizer
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Partnership. CVR, the Nitrogen Fertilizer Partnership, their respective subsidiaries and the general partner are parties to a number of agreements to regulate certain business relations between them. Certain of these agreements were amended in connection with the Nitrogen Fertilizer Partnership IPO.
CVR Refining, LP
In contemplation of an initial public offering, in September 2012, CRLLC formed CVR Refining Holdings, LLC ("CVR Refining Holdings"), which in turn formed CVR Refining GP, LLC. CVR Refining Holdings and CVR Refining GP, LLC formed the Refining Partnership, which issued them a
100%
limited partnership interest and a non-economic general partner interest, respectively. CVR Refining Holdings formed CVR Refining, LLC ("Refining LLC") and CRLLC contributed its petroleum and logistics subsidiaries, as well as its equity interests in Coffeyville Finance Inc. ("Coffeyville Finance"), to Refining LLC in October 2012. CVR Refining Holdings contributed Refining LLC to the Refining Partnership on December 31, 2012.
On January 23, 2013, the Refining Partnership completed the initial public offering of its common units representing limited partner interests (the "Refining Partnership IPO"). The Refining Partnership sold
24,000,000
common units to the public at a price of
$25.00
per unit, resulting in gross proceeds of
$600.0 million
, before giving effect to underwriting discounts and other offering expenses. Of the common units issued,
4,000,000
units were purchased by an affiliate of IEP. Additionally, on January 30, 2013, the Refining Partnership sold an additional
3,600,000
common units to the public at a price of
$25.00
per unit in connection with the underwriters' exercise of their option to purchase additional common units, resulting in gross proceeds of
$90.0 million
, before giving effect to underwriting discounts and other offering costs. The common units, which are listed on the NYSE, began trading on January 17, 2013 under the symbol "CVRR." In connection with the Refining Partnership IPO, the Refining Partnership paid approximately
$32.5 million
in underwriting fees and incurred approximately
$3.9 million
of other offering costs.
Upon consummation of the Refining Partnership IPO, CVR indirectly owned the Refining Partnership's general partner and limited partnership interests in the form of common units. Following the offering, the Refining Partnership has
two
types of partnership interests outstanding:
|
|
•
|
common units representing limited partner interests; and
|
|
|
•
|
a general partner interest, which is not entitled to any distributions, and which is held by the Refining Partnership's general partner.
|
The net proceeds from the Refining Partnership IPO of approximately
$653.6 million
, after deducting underwriting discounts and commissions and offering expenses, have been utilized as follows:
|
|
•
|
approximately
$253.0 million
was used to repurchase the
10.875%
senior secured notes due 2017 (including accrued interest);
|
|
|
•
|
approximately
$160.0 million
was used to fund certain maintenance and environmental capital expenditures through 2014;
|
|
|
•
|
approximately
$54.0 million
was used to fund the turnaround expenses at the Wynnewood refinery that were incurred during the fourth quarter of 2012;
|
|
|
•
|
approximately
$85.1 million
was distributed to CRLLC; and
|
|
|
•
|
the balance of the proceeds of approximately
$101.5 million
was allocated to be utilized by the Refining Partnership for general partnership purposes.
|
In connection with the Refining Partnership IPO and through May 19, 2013, the Company recorded a noncontrolling interest for the common units sold into the public market, which represented an approximate
19%
interest in the Refining Partnership. Prior to the Refining Partnership IPO, CVR owned
100%
of the Refining Partnership and net income earned during this period was fully attributable to the Company.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
On May 20, 2013, the Refining Partnership completed an underwritten offering (the "Underwritten Offering") by selling
12,000,000
common units to the public at a price of
$30.75
per unit. American Entertainment Properties Corporation ("AEPC"), an affiliate of IEP, also purchased an additional
2,000,000
common units at the public offering price in a privately negotiated transaction with a subsidiary of CVR Energy, which was completed on May 29, 2013. In connection with the Underwritten Offering, on June 10, 2013, the Refining Partnership sold an additional
1,209,236
common units to the public at a price of
$30.75
per unit in connection with a partial exercise by the underwriters of their option to purchase additional common units. The transactions described in this paragraph are collectively referred to as the "Transactions." In connection with the Transactions, the Refining Partnership paid approximately
$12.2 million
in underwriting fees and approximately
$0.4 million
in offering costs.
The Refining Partnership utilized net proceeds of approximately
$394.0 million
from the Underwritten Offering (including net proceeds from the exercise of the underwriters' option) to redeem
13,209,236
common units from CVR Refining Holdings, an indirect wholly-owned subsidiary of CVR Energy. The net proceeds to a subsidiary of CVR Energy from the sale of
2,000,000
common units to AEPC were approximately
$61.5 million
. The Refining Partnership did not receive any of the proceeds from the sale of common units by CVR Energy to AEPC.
Immediately following the closing of the Transactions and prior to June 30, 2014, public security holders held approximately
29%
of the total Refining Partnership common units (including units owned by affiliates of IEP representing
4%
of the total Refining Partnership common units), and CVR Refining Holdings held approximately
71%
of the total Refining Partnership common units.
On June 30, 2014, the Refining Partnership completed a second underwritten offering (the "Second Underwritten Offering") by selling
6,500,000
common units to the public at a price of
$26.07
per unit. The Refining Partnership paid approximately
$5.3 million
in underwriting fees and approximately
$0.5 million
in offering costs. The Refining Partnership utilized net proceeds of approximately
$164.1 million
from the Second Underwritten Offering to redeem
6,500,000
common units from CVR Refining Holdings. Immediately subsequent to the closing of the Second Underwritten Offering and through July 23, 2014, public security holders held approximately
33%
of the total Refining Partnership common units, and CVR Refining Holdings held approximately
67%
of the total Refining Partnership common units.
On July 24, 2014, the Refining Partnership sold an additional
589,100
common units to the public at a price of
$26.07
per unit in connection with the underwriters' exercise of their option to purchase additional common units. The Refining Partnership utilized net proceeds of approximately
$14.9 million
from the underwriters' exercise of their option to purchase additional common units to redeem an equal amount of common units from CVR Refining Holdings. Additionally, on July 24, 2014, CVR Refining Holdings sold
385,900
common units to the public at a price of
$26.07
per unit in connection with the underwriters' exercise of their remaining option to purchase additional common units. CVR Refining Holdings received net proceeds of
$9.7 million
.
On August 2, 2016, an affiliate of IEP sold
250,000
common units of CVR Refining. As a result of this transaction, CVR Refining GP and its affiliates collectively own
69.99%
of CVR Refining's outstanding common units. Pursuant to CVR Refining's partnership agreement, in certain circumstances, CVR Refining GP has the right to purchase all, but not less than all, of CVR Refining common units held by unaffiliated unit holders at a price not less than their then-current market price, as calculated pursuant to the terms of such partnership agreement (the “Call Right”). Pursuant to the terms of the partnership agreement, because CVR Refining GP and its affiliates’ holdings were reduced to less than
70.0%
of CVR Refining's outstanding common units, the ownership threshold for the application of such Call Right was permanently reduced from
95%
to
80%
. Accordingly, if at any time CVR Refining GP and its affiliates own more than
80%
of CVR Refining common units, it will have the right, but not the obligation, to exercise such Call Right.
As of
December 31, 2016
, public security holders held approximately
34%
of the total Refining Partnership common units (including units owned by affiliates of IEP representing
3.9%
of the total Refining Partnership common units), and CVR Refining Holdings held approximately
66%
of the total Refining Partnership common units. In addition, CVR Refining Holdings owns
100%
of the Refining Partnership's general partner, CVR Refining GP, LLC, which holds a non-economic general partner interest. The noncontrolling interest reflected on the Consolidated Balance Sheets of CVR is impacted by the net income of, and distributions from, the Refining Partnership.
The Refining Partnership entered into a services agreement on December 31, 2012, pursuant to which the Refining Partnership and its general partner obtain certain management and other services from CVR Energy. The Refining Partnership's
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
general partner, CVR Refining GP, LLC, manages the Refining Partnership's activities subject to the terms and conditions specified in the Refining Partnership's partnership agreement. The Refining Partnership's general partner is owned by CVR Refining Holdings. The operations of its general partner, in its capacity as general partner, are managed by its board of directors. Actions by its general partner that are made in its individual capacity are made by CVR Refining Holdings as the sole member of the Refining Partnership's general partner and not by the board of directors of its general partner. The members of the board of directors of the Refining Partnership's general partner are not elected by the Refining Partnership's unitholders and are not subject to re-election on a regular basis. The officers of the general partner manage the day-to-day affairs of the business of the Refining Partnership.
The Refining Partnership has adopted a policy pursuant to which it will distribute all of the available cash it generates each quarter. The available cash for each quarter will be determined by the board of directors of the Refining Partnership's general partner following the end of such quarter. The partnership agreement does not require that the Refining Partnership make cash distributions on a quarterly basis or at all, and the board of directors of the general partner of the Refining Partnership can change the distribution policy at any time.
(2) Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying CVR consolidated financial statements include the accounts of CVR Energy, Inc. and its majority-owned direct and indirect subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The ownership interests of noncontrolling investors in its subsidiaries are recorded as noncontrolling interests.
The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2015-02,
"Consolidations (Topic 810) - Amendments to the Consolidation Analysis"
(“ASU 2015-02”), which amended previous consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities, became effective for the Company as of January 1, 2016. Under this analysis, limited partnerships and other similar entities are considered a variable interest entity (“VIE”) unless the limited partners hold substantive kick-out rights or participating rights. Management has determined that the Refining Partnership and the Nitrogen Fertilizer Partnership are VIEs because the limited partners of CVR Refining and CVR Partners lack both substantive kick-out rights and participating rights. As such, management evaluated the qualitative criteria under FASB ASC Topic 810 - Consolidation in conjunction with ASU 2015-02 to make a determination whether the Refining Partnership and the Nitrogen Fertilizer Partnership should be consolidated on the Company's financial statements. ASC Topic 810-10 requires the primary beneficiary of a variable interest entity's activities to consolidate the VIE. The primary beneficiary is identified as the enterprise that has a) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. The standard requires an ongoing analysis to determine whether the variable interest gives rise to a controlling financial interest in the VIE. Based upon the general partner’s roles and rights as afforded by the partnership agreements and its exposure to losses and benefits of each of the partnerships through its significant limited partner interests, intercompany credit facilities, and services agreements, CVR determined that it is the primary beneficiary of both the Refining Partnership and the Nitrogen Fertilizer Partnership. Based upon that evaluation, the consolidated financial statements of CVR continue to consolidate both the Refining and Nitrogen Fertilizer Partnerships.
Cash and Cash Equivalents
For purposes of the Consolidated Statements of Cash Flows, CVR considers all highly liquid money market accounts and debt instruments with original maturities of three months or less to be cash equivalents. Under the Company's cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified as accounts payable in the Consolidated Balance Sheets. The change in book overdrafts are reported in the Consolidated Statements of Cash Flows as a component of operating cash flow for accounts payable as they do not represent bank overdrafts. The amount of these checks included in accounts payable as of
December 31, 2016
and
2015
was
$18.1 million
and
$24.7 million
, respectively.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Accounts Receivable, net
CVR grants credit to its customers. Credit is extended based on an evaluation of a customer's financial condition; generally, collateral is not required. Accounts receivable are due on negotiated terms and are stated at amounts due from customers, net of an allowance for doubtful accounts. Accounts outstanding for longer than their contractual payment terms are considered past due. CVR determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts are past due, the customer's ability to pay its obligations to CVR, and the condition of the general economy and the industry as a whole. CVR writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. Amounts collected on accounts receivable are included in net cash provided by operating activities in the Consolidated Statements of Cash Flows. As of
December 31, 2016
,
one
customer individually represented greater than 10% of the total net accounts receivable balance. The largest concentration of credit for any one customer at
December 31, 2016
and
2015
was approximately
10%
and
9%
, respectively, of the net accounts receivable balance.
Inventories
Inventories consist primarily of domestic and foreign crude oil, blending stock and components, work-in-progress, fertilizer products, and refined fuels and by-products. Inventories are valued at the lower of the first-in, first-out ("FIFO") cost, or market for fertilizer products, refined fuels and by-products for all periods presented. Refinery unfinished and finished products inventory values were determined using the ability-to-bear process, whereby raw materials and production costs are allocated to work-in-process and finished products based on their relative fair values. Other inventories, including other raw materials, spare parts, and supplies, are valued at the lower of moving-average cost, which approximates FIFO, or market. The cost of inventories includes inbound freight costs. Due to the crude pricing environment and subsequent reduction in sales prices for refined products at the end of 2014, the Refining Partnership recorded a lower of FIFO costs or market adjustment of approximately
$36.8 million
as of December 31, 2014. The inventory adjustment is included in cost of materials and other in the Consolidated Statement of Operations.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of prepayments for crude oil deliveries to the Refining Partnership's refineries for which title had not transferred, non-trade accounts receivable, current portions of prepaid insurance, deferred financing costs, derivative agreements and other general current assets.
Property, Plant, and Equipment
Additions to property, plant and equipment, including capitalized interest and certain costs allocable to construction and property purchases, are recorded at cost. Capitalized interest is added to any capital project over
$1.0 million
in cost which is expected to take more than
six months
to complete. Depreciation is computed using principally the straight-line method over the estimated useful lives of the various classes of depreciable assets. The lives used in computing depreciation for such assets are as follows:
|
|
|
Asset
|
Range of Useful
Lives, in Years
|
Improvements to land
|
15 to 30
|
Buildings
|
20 to 30
|
Machinery and equipment
|
5 to 30
|
Automotive equipment
|
5 to 15
|
Furniture and fixtures
|
3 to 10
|
Aircraft
|
20
|
Railcars
|
25 to 30
|
Leasehold improvements and assets held under capital leases are depreciated or amortized on the straight-line method over the shorter of the contractual lease term or the estimated useful life of the asset. Expenditures for routine maintenance and repair costs are expensed when incurred. Such expenses are reported in direct operating expenses (exclusive of depreciation and amortization) in the Company's Consolidated Statements of Operations.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Goodwill and Intangible Assets
Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired less liabilities assumed. Intangible assets are assets that lack physical substance (excluding financial assets). Goodwill acquired in a business combination and intangible assets with indefinite useful lives are not amortized, and intangible assets with finite useful lives are amortized. Goodwill and intangible assets not subject to amortization are tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired. CVR uses November 1 of each year as its annual valuation date for its goodwill impairment test. The Company performed its annual impairment review of goodwill for
2016
,
2015
and
2014
, which is attributable entirely to the nitrogen fertilizer segment and concluded there were no impairments. See
Note 7 ("Goodwill")
for further discussion.
Deferred Financing Costs
Deferred financing costs associated with debt issuances are amortized to interest expense and other financing costs using the effective-interest method over the life of the debt. Additionally, any underwriting and original issue discount and premium related to debt issuances are amortized to interest expense and other financing costs using the effective-interest method over the life of the debt. Deferred financing costs related to line-of-credit arrangements are amortized to interest expense and other financing costs using the straight-line method through the termination date of the facility.
Planned Major Maintenance Costs
The direct-expense method of accounting is used for planned major maintenance activities. Maintenance costs are recognized as expense when maintenance services are performed. Planned major maintenance activities for the nitrogen plant generally occur every
two
to
three years
. The required frequency of planned major maintenance activities varies by unit for the refineries, but generally is every
four
to
five years
. Costs associated with these turnaround activities were included in direct operating expenses (exclusive of depreciation and amortization) in the Consolidated Statements of Operations.
For the years ended
December 31, 2016
,
2015
and 2014, the Company's petroleum and nitrogen fertilizer segments incurred the following major scheduled turnaround expenses.
|
|
|
|
|
|
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|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
|
(in millions)
|
Petroleum segment
|
|
|
|
|
|
Coffeyville refinery(1)
|
$
|
31.5
|
|
|
$
|
102.2
|
|
|
$
|
5.5
|
|
Wynnewood refinery(2)
|
—
|
|
|
—
|
|
|
1.3
|
|
|
|
|
|
|
|
Nitrogen Fertilizer segment
|
|
|
|
|
|
Nitrogen Fertilizer plants(3)
|
6.6
|
|
|
7.0
|
|
|
—
|
|
Total Major Scheduled Turnaround Expenses
|
$
|
38.1
|
|
|
$
|
109.2
|
|
|
$
|
6.8
|
|
_______________________________________
|
|
(1)
|
The Coffeyville refinery completed the first phase of its most recent major scheduled turnaround in mid-November 2015. The second phase of the Coffeyville turnaround was completed during the first quarter of 2016. During the outage at the Coffeyville refinery as discussed in
Note 8 ("Insurance Claims")
, the Refining Partnership accelerated certain planned turnaround activities scheduled for 2015 and incurred turnaround expenses for the year ended December 31, 2014.
|
|
|
(2)
|
During the fluid catalytic cracking unit ("FCCU") outage at the Wynnewood refinery, the Refining Partnership accelerated certain planned turnaround activities previously scheduled for 2016 and incurred turnaround expenses for the year ended December 31, 2014. The next turnaround for the Wynnewood refinery will be performed as a two-phase turnaround. The first phase is scheduled to begin in the second half of 2017, with the second phase to begin in the second half of 2018. Additionally, certain planned turnaround activities will be accelerated in the first quarter of 2017 on the hydrocracker unit for a catalyst change-out.
|
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
|
|
(3)
|
The Nitrogen Fertilizer Partnership underwent a full facility turnaround at the Coffeyville fertilizer facility in the third quarter of 2015. During the second quarter of 2016, the East Dubuque Facility completed a major scheduled turnaround.
|
Cost Classifications
Cost of materials and other includes cost of crude oil, other feedstocks, blendstocks, purchased refined products, pet coke expenses, renewable identification numbers ("RINs") expenses and freight and distribution expenses.
Direct operating expenses (exclusive of depreciation and amortization) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, environmental compliance costs as well as chemicals and catalysts and other direct operating expenses. Direct operating expenses excluded depreciation and amortization of approximately
$184.5 million
,
$156.4 million
and
$148.1 million
for the years ended
December 31, 2016
,
2015
and
2014
, respectively.
Selling, general and administrative expenses (exclusive of depreciation and amortization) consist primarily of legal expenses, treasury, accounting, marketing, human resources, information technology and maintaining the corporate and administrative offices in Texas and Kansas. Selling, general and administrative expenses excluded depreciation and amortization of approximately
$8.6 million
,
$7.7 million
and
$6.3 million
for the years ended
December 31, 2016
,
2015
and
2014
, respectively.
Income Taxes
CVR accounts for income taxes utilizing the asset and liability approach. Under this method, deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred amounts are measured using enacted tax rates expected to apply to taxable income in the year those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Impairment of Long-Lived Assets
CVR accounts for long-lived assets in accordance with accounting standards issued by the Financial Accounting Standards Board ("FASB") regarding the treatment of the impairment or disposal of long-lived assets. As required by these standards, CVR reviews long-lived assets (excluding goodwill, intangible assets with indefinite lives, and deferred tax assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized for the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of their carrying value or fair value less cost to sell.
Revenue Recognition
Revenues for products sold are recorded upon delivery of the products to customers, which is the point at which title is transferred, the customer has the assumed risk of loss, and payment has been received or collection is reasonably assured. Deferred revenue represents customer prepayments under contracts to guarantee a price and supply of nitrogen fertilizer in quantities expected to be delivered in the next
12 months
in the normal course of business. Excise and other taxes collected from customers and remitted to governmental authorities are not included in reported revenues.
Nonmonetary product exchanges and certain buy/sell crude oil transactions which are entered into in the normal course of business are included on a net cost basis in operating expenses on the Consolidated Statement of Operations.
The Company also engages in trading activities, whereby the Company enters into agreements to purchase and sell refined products with third parties. The Company acts as a principal in these transactions, taking title to the products in purchases from counterparties, and accepting the risks and rewards of ownership. The Company records revenue for the gross amount of the
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
sales transactions, and records costs of purchases as an operating expense in the accompanying consolidated financial statements.
Shipping Costs
Pass-through finished goods delivery costs reimbursed by customers are reported in net sales, while an offsetting expense is included in cost of materials and other.
Derivative Instruments and Fair Value of Financial Instruments
The petroleum business uses futures contracts, options, and forward contracts primarily to reduce exposure to changes in crude oil prices and finished goods product prices to provide economic hedges of inventory positions. Although management considers these derivatives economic hedges, these derivative instruments do not qualify as hedges for hedge accounting purposes under Accounting Standards Codification ("ASC") Topic 815,
Derivatives and Hedging
("ASC 815"), and accordingly are recorded at fair value in the balance sheet. Changes in the fair value of these derivative instruments are recorded into earnings as a component of other income (expense) in the period of change. The estimated fair values of forward and swap contracts are based on quoted market prices and assumptions for the estimated forward yield curves of related commodities in periods when quoted market prices are unavailable.
The nitrogen fertilizer business uses forward swap contracts primarily to reduce the exposure to changes in interest rates on its debt and to provide a cash flow hedge. These derivative instruments have been designated as hedges for accounting purposes. Accordingly, these instruments are recorded at fair value in the Consolidated Balance Sheets at each reporting period end. The measurement of the cash flow hedge ineffectiveness is recognized in earnings, if applicable. The effective portion of the gain or loss on the swaps is reported in accumulated other comprehensive income (loss) ("AOCI"), in accordance with ASC 815. See
Note 16 ("Derivative Financial Instruments")
for further discussion.
Other financial instruments consisting of cash and cash equivalents, accounts receivable, and accounts payable are carried at cost, which approximates fair value, as a result of the short-term nature of the instruments. See
Note 10 ("Long-Term Debt")
for further discussion of the fair value of the debt instruments.
Share-Based Compensation
The Company accounts for share-based compensation in accordance with ASC Topic 718,
Compensation — Stock Compensation
("ASC 718"). ASC 718 requires that compensation costs relating to share-based payment transactions be recognized in a company's financial statements. ASC 718 applies to transactions in which an entity exchanges its equity instruments for goods or services and also may apply to liabilities an entity incurs for goods or services that are based on the fair value of those equity instruments. See
Note 4 ("Share-Based Compensation")
for further discussion.
Treasury Stock
The Company accounts for its treasury stock under the cost method. To date, all treasury stock purchased was for the purpose of satisfying minimum statutory tax withholdings due at the vesting of non-vested stock awards.
Environmental Matters
Liabilities related to future remediation costs of past environmental contamination of properties are recognized when the related costs are considered probable and can be reasonably estimated. Estimates of these costs are based upon currently available facts, internal and third party assessments of contamination, available remediation technology, site-specific costs, and currently enacted laws and regulations. In reporting environmental liabilities, no offset is made for potential recoveries. Loss contingency accruals, including those for environmental remediation, are subject to revision as further information develops or circumstances change and such accruals can take into account the legal liability of other parties. Environmental expenditures are capitalized at the time of the expenditure when such costs provide future economic benefits.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Use of Estimates
The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles, using management's best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates and judgments.
Subsequent Events
The Company evaluated subsequent events, if any, that would require an adjustment to the Company's consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of the consolidated financial statements. See
Note 21 ("Subsequent Events")
for further discussion.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, creating a new topic, FASB ASC Topic 606,
"Revenue from Contracts with Customers"
, which supersedes revenue recognition requirements in FASB ASC Topic 605, “
Revenue Recognition
.” This ASU requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. In addition, an entity is required to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The standard was originally effective for interim and annual periods beginning after December 15, 2016 and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. On July 9, 2015, the FASB approved a one-year deferral of the effective date making the standard effective for interim and annual periods beginning
after December 15, 2017. The FASB will continue to permit entities to adopt the standard on the original effective date if they choose. The Company has developed an implementation plan to adopt the new standard. As part of this plan, the Company is currently assessing the impact of the new guidance on its business processes, business and accounting systems, and consolidated financial statements and related disclosures, which involves review of existing revenue streams, evaluation of accounting policies and identification of the types of arrangements where differences may arise in the conversion to the new standard. The Company expects to complete the assessment phase of its implementation plan within the next several months after which the Company will initiate the design and implementation phases of the plan, including implementing any changes to existing business processes and systems to accommodate the new standard, during 2017. The Company will adopt this standard as of January 1, 2018 using the modified retrospective application method. To date, the Company has not identified any material differences in its existing revenue recognition methods that would require modification under the new standard.
In February 2015, the FASB issued ASU No. 2015-02, "
Consolidations (Topic 810) - Amendments to the Consolidation Analysis"
("ASU 2015-02"), which amended previous consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities will be considered a VIE unless the limited partners hold substantive kick-out rights or participating rights. The standard is effective for interim and annual periods beginning after December 15, 2015. The Company adopted ASU 2015-02 as of January 1, 2016. Refer to
Note 2 ("Summary of Significant Accounting Policies")
for more information.
In April 2015, the FASB issued ASU 2015-03,
"Simplifying the Presentation of Debt Issuance Costs"
("ASU 2015-03")
.
The new standard required that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. The standard was effective for interim and annual periods beginning after December 15, 2015 and is required to be applied on a retrospective basis. Early adoption is permitted. The Company adopted ASU 2015-03 as of January 1, 2016 and applied the standard retrospectively to the Consolidated Balance Sheet as of December 31, 2015. Refer to
Note 10 ("Long-Term Debt")
for further details.
In February 2016, the FASB issued ASU 2016-02, “
Leases
” (“ASU 2016-02”). The new standard revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. The standard is effective for the first interim and annual periods beginning after December 15, 2018, with early adoption permitted. At adoption, ASU 2016-02 will be applied using a modified retrospective application method. The Company is currently evaluating the standard and the impact on its consolidated financial statements and footnotes disclosures.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In January 2017, the FASB issued ASU 2017-04, “
Intangibles-Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment
" (“ASU 2017-04”). The new standard simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill quantitative impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The standard is effective for interim and annual periods beginning after December 15, 2019 and early adoption is permitted. The Company early adopted ASU 2017-04 on January 1, 2017.
(3) Acquisition
On April 1, 2016, the Nitrogen Fertilizer Partnership completed the East Dubuque Merger as contemplated by the Agreement and Plan of Merger, dated as of August 9, 2015 (the "Merger Agreement"), whereby the Nitrogen Fertilizer Partnership acquired CVR Nitrogen and CVR Nitrogen GP. Pursuant to the East Dubuque Merger, the Nitrogen Fertilizer Partnership acquired the East Dubuque Facility. The primary reasons for the East Dubuque Merger were to expand the Nitrogen Fertilizer Partnership's geographical footprint, diversify its raw material feedstocks, widen its customer reach and increase its potential for cash-flow generation.
CVR Nitrogen was required to sell or spin off its facility located in Pasadena, Texas (the "Pasadena Facility") as condition to closing of the East Dubuque Merger. On March 14, 2016, CVR Nitrogen completed the sale of
100%
of the issued and outstanding membership interests of its subsidiary that owned the Pasadena Facility to a third party. Holders of common units representing limited partner interests in CVR Nitrogen ("CVR Nitrogen common units") of record as of March 28, 2016 received consideration for the Pasadena Facility and may receive additional consideration in the future according to the terms of the purchase agreement. The Nitrogen Fertilizer Partnership did not receive and will not receive any consideration relating to the sale of the Pasadena Facility.
Under the terms of the Merger Agreement, holders of CVR Nitrogen common units eligible to receive consideration received
1.04
common units (the "unit consideration") representing limited partner interests in CVR Partners ("CVR Partners common units") and
$2.57
in cash, without interest (the "cash consideration" and together with the unit consideration, the "merger consideration") for each CVR Nitrogen common unit. Pursuant to the Merger Agreement, CVR Partners issued approximately
40.2 million
CVR Partners common units and paid approximately
$99.2 million
in cash consideration to CVR Nitrogen common unitholders and certain holders of CVR Nitrogen phantom units discussed below.
Phantom units granted and outstanding under CVR Nitrogen’s equity plans and held by an employee who continued in the employment of a CVR Partners-affiliated entity upon closing of the East Dubuque Merger were canceled and replaced with new incentive awards of substantially equivalent value and on similar terms. See Note 4 ("Share-Based Compensation") for further discussion. Each phantom unit granted and outstanding and held by (i) an employee who did not continue in employment of a CVR Partners-affiliated entity, or (ii) a director of CVR Nitrogen GP, upon closing of the East Dubuque Merger, vested in full and the holders thereof received the merger consideration.
In accordance with the FASB’s ASC Topic 805 —
Business Combinations
("ASC 805"), the Nitrogen Fertilizer Partnership accounted for the East Dubuque Merger as an acquisition of a business with CVR Partners as the acquirer. ASC 805 requires that the consideration transferred be measured at the current market price at the date of the closing of the East Dubuque Merger. The aggregate merger consideration was approximately
$802.4 million
, including the fair value of CVR Partners common units issued of
$335.7 million
, a cash contribution of
$99.2 million
and
$367.5 million
fair value of assumed debt. The East Dubuque Facility contributed net sales of
$127.9 million
and an operating loss of
$1.2 million
to the Consolidated Statement of Operations for the year ended
December 31, 2016
.
Parent Affiliate Units
In March 2016, CVR Energy purchased
400,000
CVR Nitrogen common units, representing approximately
1%
of the outstanding CVR Nitrogen limited partner interests. CVR Energy did not receive merger consideration for these designated CVR Nitrogen common units. As a result of the East Dubuque Merger, on April 1, 2016, the fair value of the CVR Nitrogen common units of
$4.6 million
was reclassified as an investment in consolidated subsidiary, which is a non-cash investing activity during the second quarter of 2016. Subsequent to the East Dubuque Merger, the Nitrogen Fertilizer Partnership purchased the
400,000
CVR Nitrogen common units from CVR Energy during the second quarter of 2016 for
$5.0 million
.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Purchase Price Consideration
A summary of the total purchase price is as follows:
|
|
|
|
|
|
|
|
Purchase Price
|
|
|
(in millions)
|
Fair value of CVR Partners common units issued, as of the close of the East Dubuque Merger
|
|
$
|
335.7
|
|
Cash payment to CVR Nitrogen common unitholders and certain phantom unit holders
|
|
99.2
|
|
Fair value of consideration transferred
|
|
434.9
|
|
Fair value of parent affiliate units (1)
|
|
4.6
|
|
Total purchase price consideration to be allocated
|
|
$
|
439.5
|
|
The fair value of the unit consideration was determined as follows:
|
|
|
|
|
|
|
|
|
|
|
Fair Value of Unit Consideration
|
|
|
(in thousands, except per unit data)
|
CVR Nitrogen common units outstanding, as of the close of the merger
|
|
38,985
|
|
Less: Parent affiliate units (1)
|
|
400
|
|
Net units subject to merger consideration
|
|
38,585
|
|
Unit consideration per CVR Nitrogen common unit
|
|
1.04
|
|
Number of CVR Partners common units issued for merger consideration
|
|
40,129
|
|
Number of CVR Partners common units issued for CVR Nitrogen phantom units issued to noncontinuing employees and CVR Nitrogen board members (2)
|
|
26
|
|
Total number of CVR Partners units issued
|
|
40,155
|
|
Fair value per CVR Partners common unit, as of the close of the East Dubuque Merger
|
|
$
|
8.36
|
|
Fair value of CVR Partners common units issued (in millions)
|
|
$
|
335.7
|
|
|
|
|
_____________
|
|
(1)
|
See above for discussion of parent affiliate units.
|
|
|
(2)
|
As discussed above, each phantom unit granted and outstanding and held by (i) an employee who did not continue in the employment of a CVR Partners-affiliated entity, or (ii) a director of CVR Nitrogen GP, upon closing of the East Dubuque Merger, vested in full and the holders thereof received the merger consideration.
|
Merger-Related Indebtedness
CVR Nitrogen’s debt arrangements that remained in place after the closing date of the East Dubuque Merger included
$320.0 million
of its
6.50%
notes due 2021 (the "2021 Notes"). The majority of the 2021 Notes were repurchased in June 2016, as discussed further in
Note 10 ("Long-Term Debt")
.
Immediately prior to the East Dubuque Merger, CVR Nitrogen also had outstanding balances under a credit agreement with Wells Fargo Bank, National Association, as successor-in-interest by assignment from General Electric Company, as administrative agent (the "Wells Fargo Credit Agreement"). The Wells Fargo Credit Agreement consisted of a
$50.0 million
senior secured revolving credit facility with a
$10.0 million
letter of credit sublimit. In connection with the closing of the East Dubuque Merger, the Nitrogen Fertilizer Partnership paid
$49.4 million
for the outstanding balance, accrued interest and fees under the Wells Fargo Credit Agreement and the Wells Fargo Credit Agreement was canceled.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Purchase Price Allocation
Under the acquisition method of accounting, the purchase price was allocated to CVR Nitrogen's net tangible assets based on their fair values as of April 1, 2016. The Nitrogen Fertilizer Partnership has obtained an independent appraisal of the net assets acquired. Determining the fair value of net tangible assets requires judgment and involves the use of significant estimates and assumptions. The Nitrogen Fertilizer Partnership based its fair value estimates on assumptions it believes to be reasonable but are inherently uncertain.
The following table, set forth below, displays the purchase price allocated to CVR Nitrogen's net tangible assets based on their fair values as of April 1, 2016. There were no identifiable intangible assets.
|
|
|
|
|
|
|
|
Purchase Price Allocation
|
|
|
(in millions)
|
Cash
|
|
$
|
35.4
|
|
Accounts receivable
|
|
8.9
|
|
Inventories
|
|
49.1
|
|
Prepaid expenses and other current assets
|
|
5.2
|
|
Property, plant and equipment
|
|
775.3
|
|
Other long-term assets
|
|
1.1
|
|
Deferred revenue
|
|
(29.8
|
)
|
Other current liabilities
|
|
(37.0
|
)
|
Long-term debt
|
|
(367.5
|
)
|
Other long-term liabilities
|
|
(1.2
|
)
|
Total fair value of net assets acquired
|
|
439.5
|
|
Less: Cash acquired
|
|
35.4
|
|
Total consideration transferred, net of cash acquired
|
|
$
|
404.1
|
|
Expenses Associated with the East Dubuque Merger
During the year ended
December 31, 2016
and
2015
, the Nitrogen Fertilizer Partnership incurred
3.1 million
and
2.3 million
, respectively, of legal and other professional fees and other merger related expenses, which were included in selling, general and administrative expenses (exclusive of depreciation and amortization).
Pro Forma Financial Information
Pro forma financial information for the year ended December 31, 2016 would not be materially different from the Company's results of operations presented in the Condensed Consolidated Statement of Operations for the year ended
December 31, 2016
.
Noncontrolling Interest in CVR Partners
A summary of the effect of the change in CVR Energy's ownership interest in CVR Partners on the equity attributable to CVR Energy, as a result of CVR Partners issuance of the unit consideration in connection with the East Dubuque Merger, is as follows:
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interest
|
|
|
(in millions)
|
Fair value of CVR Partners common units issued, as of the close of the East Dubuque Merger
|
|
$
|
335.7
|
|
Less: Change in CVR Energy's noncontrolling interest in CVR Partner's equity due to the East Dubuque Merger
|
|
292.8
|
|
Adjustment to additional paid-in capital, as of the close of the East Dubuque Merger
|
|
$
|
42.9
|
|
(4) Share-Based Compensation
Long-Term Incentive Plan — CVR Energy
CVR has a Long-Term Incentive Plan ("LTIP"), which permits the grant of options, stock appreciation rights, restricted shares, restricted stock units, dividend equivalent rights, share awards and performance awards (including performance share units, performance units and performance-based restricted stock). As of
December 31, 2016
, only performance units under the LTIP remain outstanding. Individuals who are eligible to receive awards and grants under the LTIP include the Company's employees, officers, consultants, advisors and directors. A summary of the principal features of the LTIP is provided below.
Shares Available for Issuance.
The LTIP authorizes a share pool of
7,500,000
shares of the Company's common stock,
1,000,000
of which may be issued in respect of incentive stock options. Whenever any outstanding award granted under the LTIP expires, is canceled, is settled in cash or is otherwise terminated for any reason without having been exercised or payment having been made in respect of the entire award, the number of shares available for issuance under the LTIP is increased by the number of shares previously allocable to the expired, canceled, settled or otherwise terminated portion of the award. As of
December 31, 2016
,
6,787,341
shares of common stock were available for issuance under the LTIP.
Restricted Stock Units
A summary of restricted stock units activity and changes during the years ended
December 31, 2016
,
2015
and
2014
is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Aggregate
Intrinsic
Value
|
|
|
|
|
|
(in millions)
|
Non-vested at December 31, 2013
|
359,552
|
|
|
$
|
28.09
|
|
|
$
|
15.6
|
|
Granted
|
—
|
|
|
—
|
|
|
|
Vested
|
(281,684
|
)
|
|
23.89
|
|
|
|
Forfeited
|
(29,857
|
)
|
|
39.17
|
|
|
|
Non-vested at December 31, 2014
|
48,011
|
|
|
$
|
45.89
|
|
|
$
|
1.9
|
|
Granted
|
—
|
|
|
—
|
|
|
|
Vested
|
(43,085
|
)
|
|
45.55
|
|
|
|
Forfeited
|
(4,327
|
)
|
|
47.68
|
|
|
|
Non-vested at December 31, 2015
|
599
|
|
|
$
|
57.23
|
|
|
$
|
—
|
|
Granted
|
—
|
|
|
—
|
|
|
|
Vested
|
(599
|
)
|
|
57.23
|
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
|
Non-vested at December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Through the LTIP, shares of restricted stock and restricted stock units (collectively "restricted shares") were previously granted to employees of the Company. These restricted shares were generally graded-vesting awards, which vested over a
three
-year period. Compensation expense was recognized on a straight-line basis over the vesting period of the respective tranche of the award. The IEP Acquisition and related Transaction Agreement dated April 18, 2012 between CVR and an affiliate of IEP discussed in
Note1 ("Organization and History of the Company")
triggered a modification to outstanding awards under the LTIP
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
converting the awards to restricted stock units whereby the recipient received cash settlement of the offer price of
$30.00
per share in cash plus
one
contingent cash payment right ("CCP") upon vesting. The CCPs expired on August 19, 2013. Restricted shares that vested in 2013, 2014 and 2015 were converted to restricted stock units whereby the awards were settled in cash upon vesting in an amount equal to the lesser of the offer price or the fair market value of the Company's common stock as determined at the most recent valuation date of December 31 of each year. The awards were remeasured at each subsequent reporting date until they vested. As a result of the modification of the awards, the classification changed from equity-classified awards to liability-classified awards.
In December 2012 and during 2013, awards of restricted stock units and dividend equivalent rights were granted to certain employees of CVR. The awards vested over
three years
with one-third of the award vesting each year with the exception of awards granted to certain executive officers that vested over
one
year. The award granted in December 2012 to Mr. Lipinski, the Company's Chief Executive Officer and President, was canceled in connection with the issuance of certain performance unit awards as discussed further below. Each restricted stock unit and dividend equivalent right represented the right to receive, upon vesting, a cash payment equal to (i) the fair market value of
one
share of the Company's common stock, plus (ii) the cash value of all dividends declared and paid by the Company per share of the Company's common stock from the grant date to and including the vesting date. The awards, which were liability-classified, were remeasured each subsequent reporting date until they vest.
As of
December 31, 2016
,
no
restricted stock units were outstanding. Total compensation expense for the year ended
December 31, 2016
related to the restricted stock unit awards was nominal. Total compensation expense for the years ended December 31,
2015
and
2014
was approximately
$0.8 million
and
$2.6 million
, respectively, related to the restricted stock unit awards.
As of
December 31, 2016
, the Company had a nominal liability for non-vested restricted stock unit awards and associated dividend equivalent rights, which is recorded in personnel accruals on the Consolidated Balance Sheets. The liability as of
December 31, 2015
was nominal. For the year ended
December 31, 2016
, the cash paid to settle liability-classified restricted stock unit awards and dividend equivalent rights was nominal. For the years ended December 31,
2015
and
2014
, the Company paid cash of
$2.5 million
and
$9.9 million
, respectively, to settle liability-classified restricted stock unit awards and dividend equivalent rights upon vesting.
Performance Unit Awards
In December 2013, the Company entered into performance unit awards agreements (the "2013 Performance Unit Awards Agreements") with Mr. Lipinski. Certain of the 2013 Performance Unit Awards Agreements were entered into in connection with the cancellation of Mr. Lipinski's December 2012 restricted stock unit award, as discussed above. In accordance with accounting guidance related to the modification of share-based and other compensatory award arrangements, the Company concluded that the cancellation and concurrent issuance of the performance awards created a substantive service period from the original grant date of the December 2012 restricted stock unit award through December 31, 2014, the end of the performance period for the related performance awards. Compensation cost for the related awards was recognized over the substantive service period. Total compensation expense for the years ended and
December 31, 2014
and
2013
related to the performance unit awards was
$4.4 million
and
$3.9 million
, respectively.
The Company paid Mr. Lipinski approximately
$6.8 million
during 2014 for vested performance unit awards. As of December 31, 2014, the Company had a liability of
$1.7 million
recorded in personnel accruals on the Consolidated Balance Sheets for the final vested and unpaid 2013 Performance Unit Awards, which was paid in the first quarter of 2015.
In December 2015, the Company entered into a performance unit award agreement (the "2015 Performance Unit Award Agreement") with Mr. Lipinski. The performance unit award of
3,500
performance units under the 2015 Performance Unit Award Agreement represents the right to receive, upon vesting, a cash payment equal to
$1,000
multiplied by the applicable performance factor. The performance factor is determined based on the level of attainment of the applicable performance objective, set forth as a percentage, which may range from
0
-
110%
.
Seventy-five percent
of the performance units attributable to the award are subject to a performance objective relating to the average barrels per day crude throughput during the performance cycle, and
25%
of the performance units attributable to the award are subject to a performance objective relating to the average gathered crude barrels per day during the performance cycle. The performance objectives are set in accordance with approved levels of the business plan for the fiscal year during the performance cycle and therefore are considered reasonably possible of being achieved. The amount paid pursuant to the award, if any, will be paid following the end of the
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
performance cycle for the award, but no later than March 6, 2017. The Partnership will be responsible for reimbursing CVR Energy for its allocated portion of the performance unit awards. Compensation cost for the 2015 Performance Unit Award Agreement was
$3.5 million
was recognized over the performance cycle from January 1, 2016 to December 31, 2016.
In December 2016, CVR Energy entered into a performance unit award agreement (the "2016 Performance Unit Award Agreement") with Mr. Lipinski. Compensation cost for the 2016 Performance Unit Award Agreement will be recognized over the performance cycle from January 1, 2017 to December 31, 2017. The performance unit award of
3,500
performance units under the 2016 Performance Unit Award Agreement represents the right to receive, upon vesting, a cash payment equal to
$1,000
multiplied by the applicable performance factor. The performance factor is determined based on the level of attainment of the applicable performance objective, set forth as a percentage, which may range from
0
-
110%
.
Seventy-five percent
of the performance units attributable to the award are subject to a performance objective relating to the average barrels per day crude throughput during the performance cycle, and
25%
of the performance units attributable to the award are subject to a performance objective relating to the average gathered crude barrels per day during the performance cycle. The performance objectives are set in accordance with approved levels of the business plan for the fiscal year during the performance cycle and therefore are considered reasonably possible of being achieved. The amount paid pursuant to the award, if any, will be paid following the end of the performance cycle for the award, but no later than March 6, 2018. The Partnership will be responsible for reimbursing CVR Energy for its allocated portion of the performance unit awards. Assuming a target performance threshold and that the allocation of costs from CVR Energy remains consistent with the allocation percentages in place at December 31, 2016, there was approximately
$3.5 million
of total unrecognized compensation cost related to the 2016 Performance Unit Award Agreement to be recognized over a period of
1.0
year.
Long-Term Incentive Plan — CVR Partners
Common Units and Phantom Units
In April 2011, the board of directors of the Nitrogen Fertilizer Partnership's general partner adopted the CVR Partners, LP Long-Term Incentive Plan ("CVR Partners LTIP"). Individuals who are eligible to receive awards under the CVR Partners LTIP include (i) employees of the Nitrogen Fertilizer Partnership and its subsidiaries, (ii) employees of its general partner, (iii) members of the board of directors of its general partner and (iv) employees, consultants and directors of CVR Energy. The CVR Partners LTIP provides for the grant of options, unit appreciation rights, distribution equivalent rights, restricted units, phantom units and other unit-based awards, each in respect of common units. The maximum number of common units issuable under the CVR Partners' LTIP is
5,000,000
. As of
December 31, 2016
, there were
4,820,215
common units available for issuance under the CVR Partners LTIP.
Through the CVR Partners LTIP, phantom and common units have been awarded to employees of the Nitrogen Fertilizer Partnership and its general partner and to members of the board of directors of its general partner. In 2013, 2014 and 2015, awards of phantom units and distribution equivalent rights were granted to certain employees of the Nitrogen Fertilizer Partnership and its subsidiaries and its general partner. The awards are generally graded vesting awards, which are expected to vest over
three years
with
one-third
of the award vesting each year. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of
one
unit of the Nitrogen Fertilizer Partnership's common units in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid by the Nitrogen Fertilizer Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, will be remeasured at each subsequent reporting date until they vest.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A summary of common units and phantom units (collectively "units") activity and changes under the CVR Partners LTIP during the years ended
December 31, 2016
,
2015
and
2014
is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Aggregate
Intrinsic
Value
|
|
|
|
|
|
(in millions)
|
Non-vested at December 31, 2013
|
171,119
|
|
|
$
|
21.34
|
|
|
$
|
2.8
|
|
Granted
|
198,141
|
|
|
9.44
|
|
|
|
Vested
|
(48,310
|
)
|
|
20.95
|
|
|
|
Forfeited
|
(77,004
|
)
|
|
23.49
|
|
|
|
Non-vested at December 31, 2014
|
243,946
|
|
|
$
|
11.07
|
|
|
$
|
2.4
|
|
Granted
|
245,199
|
|
|
7.87
|
|
|
|
Vested
|
(94,854
|
)
|
|
12.55
|
|
|
|
Forfeited
|
(2,388
|
)
|
|
10.99
|
|
|
|
Non-vested at December 31, 2015
|
391,903
|
|
|
$
|
8.71
|
|
|
$
|
3.1
|
|
Granted
|
680,718
|
|
|
6.20
|
|
|
|
Vested
|
(292,536
|
)
|
|
8.78
|
|
|
|
Forfeited
|
(8,299
|
)
|
|
8.72
|
|
|
|
Non-vested at December 31, 2016
|
771,786
|
|
|
$
|
6.47
|
|
|
$
|
4.6
|
|
As of
December 31, 2016
, there was approximately
$3.9 million
of total unrecognized compensation cost related to the awards under the CVR Partners LTIP to be recognized over a weighted-average period of
1.7 years
. Total compensation expense recorded for the years ended
December 31, 2016
,
2015
and
2014
related to the awards under the CVR Partners LTIP was approximately
$1.8 million
,
$1.3 million
and
$0.4 million
, respectively.
At
December 31, 2016
and
2015
, the Nitrogen Fertilizer Partnership had a liability of
$1.0 million
and
$0.7 million
, respectively, for cash-settled non-vested phantom unit awards and associated distribution equivalent rights, which is recorded in personnel accruals on the Consolidated Balance Sheets. For the years ended
December 31, 2016
,
2015
and
2014
the Nitrogen Fertilizer Partnership paid cash of
$2.1 million
,
$0.8 million
and
$0.4 million
, respectively, to settle liability-classified awards and associated distribution equivalent rights upon vesting.
Performance-Based Phantom Units
In May 2014, the Nitrogen Fertilizer Partnership entered into a Phantom Unit Agreement with the Chief Executive Officer and President of its general partner that included performance-based phantom units and distribution equivalent rights. Compensation cost for these awards is being recognized over the performance cycles of May 1, 2014 to December 31, 2014, January 1, 2015 to December 31, 2015 and January 1, 2016 to December 31, 2016, as the services are provided. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average closing price of the Nitrogen Fertilizer Partnership's common units in accordance with the award agreement, multiplied by a performance factor that is based upon the level of the Nitrogen Fertilizer Partnership’s production of UAN, and (ii) the per unit cash value of all distributions declared and paid by the Nitrogen Fertilizer Partnership from the grant date to and including the vesting date. Total compensation expense recorded for the years ended
December 31, 2016
and
2015
related to the award was not material. Based on current estimates of performance thresholds for the remaining performance cycles, unrecognized compensation expense and the liability associated with the unvested phantom units at
December 31, 2016
were also not material.
On December 31, 2014, the first award of Mr. Pytosh's Phantom Unit Agreement vested and a nominal amount was paid in 2015. On December 31, 2015, the second award of Mr. Pytosh's Phantom Unit Agreement vested and a nominal amount was paid in 2016. On
December 31, 2016
, the third award of Mr. Pytosh's Phantom Unit Agreement vested and nominal amount will be paid in 2017. The award was fully vested at December 31, 2016 and the amounts associated with the agreement was not material.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Long-Term Incentive Plan – CVR Refining
In connection with the Refining Partnership IPO, on January 16, 2013, the board of directors of the general partner of the Refining Partnership adopted the CVR Refining, LP Long-Term Incentive Plan (the "CVR Refining LTIP"). Individuals who are eligible to receive awards under the CVR Refining LTIP include (i) employees of the Refining Partnership and its subsidiaries, (ii) employees of the general partner, (iii) members of the board of directors of the general partner and (iv) certain employees, consultants and directors of CRLLC and CVR Energy who perform services for the benefit of the Refining Partnership. The CVR Refining LTIP provides for the grant of options, unit appreciation rights, restricted units, phantom units, unit awards, substitute awards, other-unit based awards, cash awards, performance awards and distribution equivalent rights, each in respect of common units. The maximum number of common units issuable under the CVR Refining LTIP is
11,070,000
. As the phantom unit awards discussed below are cash-settled awards, they did not reduce the number of common units available for issuance under the plan. On August 14, 2013, the Refining Partnership filed a Form S-8 to register the common units.
In 2014, 2015 and 2016, awards of phantom units and distribution equivalent rights were granted to employees of the Refining Partnership and its subsidiaries, its general partner and certain employees of CRLLC and CVR Energy who perform services solely for the benefit of the Refining Partnership. The awards are generally graded-vesting awards, which are expected to vest over
three years
with
one-third
of the award vesting each year. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of
one
unit of the Refining Partnership's common units in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid by the Refining Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, will be remeasured at each subsequent reporting date until they vest.
A summary of phantom unit activity and changes under the CVR Refining LTIP during the years ended
December 31, 2016
,
2015
and
2014
is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Phantom Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Aggregate
Intrinsic
Value
|
|
|
|
|
|
(in millions)
|
Non-vested at December 31, 2013
|
187,177
|
|
|
$
|
21.55
|
|
|
$
|
4.2
|
|
Granted
|
281,948
|
|
|
17.74
|
|
|
|
Vested
|
(61,002
|
)
|
|
21.55
|
|
|
|
Forfeited
|
(4,176
|
)
|
|
21.55
|
|
|
|
Non-vested at December 31, 2014
|
403,947
|
|
|
$
|
18.89
|
|
|
$
|
6.8
|
|
Granted
|
302,319
|
|
|
20.40
|
|
|
|
Vested
|
(136,531
|
)
|
|
19.26
|
|
|
|
Forfeited
|
(58,144
|
)
|
|
18.87
|
|
|
|
Non-vested at December 31, 2015
|
511,591
|
|
|
$
|
19.68
|
|
|
$
|
9.7
|
|
Granted
|
644,148
|
|
|
9.43
|
|
|
|
Vested
|
(218,351
|
)
|
|
19.78
|
|
|
|
Forfeited
|
(32,533
|
)
|
|
19.13
|
|
|
|
Non-vested at December 31, 2016
|
904,855
|
|
|
$
|
12.38
|
|
|
$
|
9.4
|
|
As of
December 31, 2016
, there was approximately
$8.1 million
of total unrecognized compensation cost related to the awards under the CVR Refining LTIP to be recognized over a weighted-average period of
1.8 years
. Total compensation expense recorded for the years ended
December 31, 2016
and
2015
related to the awards under the CVR Refining LTIP was
$1.8 million
and
$4.6 million
, respectively. Total compensation expense recorded for the year ended December 31, 2013 was not material. As of
December 31, 2016
and
2015
, the Refining Partnership had a liability of
$1.5 million
and
$2.3 million
, respectively, for non-vested phantom unit awards and associated distribution equivalent rights, which is recorded in personnel accruals on the Consolidated Balance Sheets. For the years ended
December 31, 2016
and
2015
, the Refining Partnership paid
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
cash of
$2.6 million
and
$3.3 million
, respectively, to settle liability-classified phantom unit awards and associated distribution equivalent rights upon vesting.
In December 2014, the Company granted an award of
227,927
incentive units in the form of stock appreciation rights ("SARs") to an executive of CVR Energy. In April 2015, the award granted was cancelled and replaced by an award of notional units in the form of SARs by CVR Refining pursuant to the CVR Refining LTIP. The replacement award is structured on the same economic and other terms as the incentive unit award and did not result in a material impact. Each SAR vests over
three years
and entitles the executive to receive a cash payment in an amount equal to the excess of the fair market value of
one
unit of the Refining Partnership's common units for the first
ten
trading days in the month prior to vesting over the grant price of the SAR. The fair value will be adjusted to include all distributions declared and paid by the Refining Partnership during the vesting period. The fair value of each SAR is estimated at the end of each reporting period using the Black-Scholes option-pricing model. Assumptions utilized to value the award have been omitted due to immateriality of the award. Total compensation expense during the years ended
December 31, 2016
and
2015
and the liability related to the SARs as of
December 31, 2016
and
2015
were not material.
Incentive Unit Awards
In 2014, 2015 and 2016, the Company granted awards of incentive units and distribution equivalent rights to certain employees of CRLLC, CVR Energy and CVR GP, LLC. The awards are generally graded-vesting awards, which are expected to vest over
three years
with
one-third
of the award vesting each year. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. Each incentive unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of
one
unit of the Refining Partnership's common units in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid by the Refining Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, will be remeasured at each subsequent reporting date until they vest.
A summary of incentive unit activity and changes during the years ended
December 31, 2016
,
2015
and
2014
is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Aggregate
Intrinsic
Value
|
|
|
|
|
|
(in millions)
|
Non-vested at December 31, 2013
|
251,431
|
|
|
$
|
22.62
|
|
|
$
|
5.7
|
|
Granted
|
332,586
|
|
|
17.81
|
|
|
|
Vested
|
(65,601
|
)
|
|
22.63
|
|
|
|
Forfeited
|
(82,901
|
)
|
|
22.62
|
|
|
|
Non-vested at December 31, 2014
|
435,515
|
|
|
$
|
18.95
|
|
|
$
|
7.3
|
|
Granted
|
347,811
|
|
|
20.38
|
|
|
|
Vested
|
(160,120
|
)
|
|
19.33
|
|
|
|
Forfeited
|
(18,264
|
)
|
|
19.69
|
|
|
|
Non-vested at December 31, 2015
|
604,942
|
|
|
$
|
19.64
|
|
|
$
|
11.5
|
|
Granted
|
678,469
|
|
|
9.46
|
|
|
|
Vested
|
(256,016
|
)
|
|
19.69
|
|
|
|
Forfeited
|
(39,598
|
)
|
|
19.52
|
|
|
|
Non-vested at December 31, 2016
|
987,797
|
|
|
$
|
12.63
|
|
|
$
|
10.3
|
|
As of
December 31, 2016
, there was approximately
$8.7 million
of total unrecognized compensation cost related to non-vested incentive units to be recognized over a weighted-average period of approximately
1.7 years
. Total compensation expense for the years ended
December 31, 2016
and
2015
related to the incentive units was
$2.3 million
and
$5.7 million
, respectively. Total compensation expense for the year ended December 31, 2013 related to the incentive units was not material. As of
December 31, 2016
and
2015
, the Company had a liability of
$1.9 million
and
$2.6 million
, respectively, for non-vested incentive units and associated distribution equivalent rights, which is recorded in personnel accruals on the Consolidated
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Balance Sheets. For the years ended
December 31, 2016
and
2015
, the Company paid cash of
$3.0 million
and
$3.9 million
, respectively, to settle liability-classified incentive unit awards and associated distribution equivalent rights upon vesting.
(5) Inventories
Inventories consisted of the following:
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2016
|
|
2015
|
|
(in millions)
|
Finished goods
|
$
|
151.7
|
|
|
$
|
114.5
|
|
Raw materials and precious metals
|
98.4
|
|
|
81.2
|
|
In-process inventories
|
23.9
|
|
|
35.8
|
|
Parts and supplies
|
75.2
|
|
|
58.4
|
|
Total Inventories
|
$
|
349.2
|
|
|
$
|
289.9
|
|
(6) Property, Plant and Equipment
Property, plant, and equipment consisted of the following:
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2016
|
|
2015
|
|
(in millions)
|
Land and improvements
|
$
|
46.5
|
|
|
$
|
38.6
|
|
Buildings
|
64.8
|
|
|
53.6
|
|
Machinery and equipment
|
3,656.5
|
|
|
2,723.0
|
|
Automotive equipment
|
24.7
|
|
|
24.8
|
|
Furniture and fixtures
|
28.9
|
|
|
21.3
|
|
Leasehold improvements
|
3.6
|
|
|
3.6
|
|
Aircraft
|
3.6
|
|
|
3.6
|
|
Railcars
|
16.8
|
|
|
16.3
|
|
Construction in progress
|
54.2
|
|
|
122.3
|
|
|
3,899.6
|
|
|
3,007.1
|
|
Accumulated depreciation
|
1,227.5
|
|
|
1,040.0
|
|
Total Property, Plant and Equipment, net
|
$
|
2,672.1
|
|
|
$
|
1,967.1
|
|
Capitalized interest recognized as a reduction in interest expense for the years ended
December 31, 2016
,
2015
and
2014
totaled approximately
$5.4 million
,
$3.7 million
and
$9.4 million
, respectively. Land, building and equipment that are under a capital lease obligation had an original carrying value of approximately
$24.8 million
at both
December 31, 2016
and
2015
, respectively. Amortization of assets held under capital leases is included in depreciation expense.
(7) Goodwill
The Nitrogen Fertilizer Partnership evaluates the carrying value of goodwill annually as of November 1 and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The Nitrogen Fertilizer Partnership's goodwill reporting unit is the Coffeyville Fertilizer Facility.
Based on a significant decline in market capitalization and lower cash flow forecasts resulting from weakened fertilizer pricing trends during the third quarter of 2016, the Nitrogen Fertilizer Partnership identified a triggering event and therefore performed an interim goodwill impairment test as of September 30, 2016.
The goodwill impairment quantitative testing
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
involves a two-step process, as described in ASC 350, "
Intangibles - Goodwill and Other."
Step 1 compares the fair value of the reporting unit to its carrying value. The Coffeyville Fertilizer Facility reporting unit fair value is based upon consideration of various valuation methodologies, including guideline public company multiples and projected future cash flows discounted at rates commensurate with the risk involved. The carrying amount of the reporting unit was less than its fair value; therefore, a Step 2 was not required to be completed and no impairment was recorded.
The fair value of the reporting unit exceeded its carrying value by approximately
17
percent based upon the results of the Step 1 test as of September 30, 2016. Judgments and assumptions are inherent in management’s estimates used to determine the fair value of the reporting unit. Assumptions used in the discounted cash flows ("DCF") require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates, and the amount and timing of expected future cash flows. The discount rates used in the DCF, which are intended to reflect the risks inherent in future cash flow projections, are based on estimates of the weighted-average cost of capital of a market participant. Such estimates are derived from analysis of peer companies and consider the industry weighted average return on debt and equity from a market participant perspective. The most significant assumption to determining the fair value of the reporting unit was forecasted fertilizer pricing. Changes in assumptions may result in a change in management's estimates and may result in an impairment in future periods, including, but not limited to, further declines in the forecasted fertilizer pricing.
Subsequent to the September 30, 2016 interim impairment test, the Nitrogen Fertilizer Partnership elected to perform a qualitative evaluation as of November 1, 2016 to determine whether it was necessary to perform the quantitative two step goodwill analysis described in ASC 350, "
Intangibles - Goodwill and Other
". After assessing the totality of events and circumstances, it was determined that it was not more likely than not that the fair value of the Nitrogen Fertilizer Partnership was less than the carrying value, and so it was not necessary to perform the two-step goodwill impairment analysis. Based on the results of the tests, no impairment of goodwill was recorded for any of the periods presented.
(8) Insurance Claims
On July 29, 2014, the Refining Partnership's Coffeyville refinery experienced a fire at its isomerization unit.
Four
employees were injured in the fire, including
one
employee who was fatally injured. The fire was extinguished, and the refinery was subsequently shut down due to a failure of its plant-wide Distributed Control System, which was directly caused by the fire. The Coffeyville refinery returned to operations in mid-August, with all units except the isomerization unit in operation by August 23, 2014. The isomerization unit started operating on October 12, 2014. This interruption adversely impacted production of refined products for the petroleum business in the third quarter of 2014. Total gross repair and other costs recorded related to the incident for the year ended December 31, 2014 were approximately
$6.3 million
.
The Refining Partnership is covered by property damage insurance policies at the time of the incident, which had an associated deductible of
$5.0 million
for the Coffeyville refinery. The Refining Partnership anticipates amounts in excess of the
$5.0 million
deductible related to the isomerization unit fire incident will be recoverable under the property insurance policies. As of December 31, 2015 and 2014, the Refining Partnership had an insurance receivable related to the incident of approximately
$1.2 million
and
$1.3 million
, respectively, which is included in prepaid expenses and other current assets in the Consolidated Balance Sheet. The recording of the receivable resulted in a reduction of direct operating expenses (exclusive of depreciation and amortization). The Refining Partnership received the
$1.2 million
of insurance proceeds during the first quarter of 2016.
During the outage at the Coffeyville refinery as discussed above, the Refining Partnership accelerated certain planned turnaround activities scheduled for 2015 and incurred approximately
$5.5 million
in turnaround expenses for the year ended December 31, 2014.
(9) Income Taxes
On May 19, 2012, CVR became a member of the consolidated federal tax group of AEPC, a wholly-owned subsidiary of IEP, and subsequently entered into a tax allocation agreement with AEPC (the "Tax Allocation Agreement"). The Tax Allocation Agreement provides that AEPC will pay all consolidated federal income taxes on behalf of the consolidated tax group. CVR is required to make payments to AEPC in an amount equal to the tax liability, if any, that it would have paid if it were to file as a consolidated group separate and apart from AEPC.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of
December 31, 2016
and
2015
, the Company's Consolidated Balance Sheets reflected a payable of
$10.6 million
and a receivable of
$11.6 million
, respectively, for federal income taxes due to/from AEPC. The overpayment for 2015 was applied as a credit against the Company's tax owed during 2016. These amounts are recorded as due to/from parent in the Consolidated Balance Sheets. During the years ended
December 31, 2016
,
2015
and
2014
, the Company paid
$45.0 million
,
$57.5 million
and
$120.1 million
, respectively, to AEPC under the Tax Allocation Agreement.
Income tax expense (benefit) is comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
|
(in millions)
|
Current
|
|
|
|
|
|
Federal
|
$
|
67.2
|
|
|
$
|
74.9
|
|
|
$
|
76.1
|
|
State
|
(7.0
|
)
|
|
14.5
|
|
|
16.6
|
|
Total current
|
60.2
|
|
|
89.4
|
|
|
92.7
|
|
Deferred
|
|
|
|
|
|
Federal
|
(61.0
|
)
|
|
2.7
|
|
|
8.3
|
|
State
|
(19.0
|
)
|
|
(7.6
|
)
|
|
(3.3
|
)
|
Total deferred
|
(80.0
|
)
|
|
(4.9
|
)
|
|
5.0
|
|
Total income tax expense (benefit)
|
$
|
(19.8
|
)
|
|
$
|
84.5
|
|
|
$
|
97.7
|
|
The following is a reconciliation of total income tax expense (benefit) to income tax expense (benefit) computed by applying the statutory federal income tax rate (
35%
) to pretax income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
|
(in millions)
|
Tax computed at federal statutory rate
|
$
|
(3.8
|
)
|
|
$
|
133.8
|
|
|
$
|
142.5
|
|
State income taxes, net of federal tax benefit
|
(8.0
|
)
|
|
11.7
|
|
|
14.0
|
|
State tax incentives, net of federal tax expense
|
(8.8
|
)
|
|
(7.2
|
)
|
|
(5.4
|
)
|
Domestic production activities deduction
|
(4.3
|
)
|
|
(5.9
|
)
|
|
(5.5
|
)
|
Non-deductible share-based compensation
|
—
|
|
|
—
|
|
|
0.2
|
|
Noncontrolling interest
|
5.5
|
|
|
(44.9
|
)
|
|
(47.4
|
)
|
Other, net
|
(0.4
|
)
|
|
(3.0
|
)
|
|
(0.7
|
)
|
Total income tax expense (benefit)
|
$
|
(19.8
|
)
|
|
$
|
84.5
|
|
|
$
|
97.7
|
|
The 2016 state benefit is higher than expected due to the release of a portion of the reserve for uncertain tax positions on state credits and the related interest, the change in the value of the deferred tax assets and liabilities due to the reduced state tax rate and adjustment to the prior year’s state tax liabilities. The impact of these items on the state income tax benefit, net of federal tax expense is
$(2.8) million
,
$(3.1) million
and
$(2.0) million
, respectively.
The Company earns Kansas High Performance Incentive Program ("HPIP") credits for qualified business facility investment within the state of Kansas. CVR recognized a net income tax benefit of approximately
$5.7 million
,
$4.3 million
and
$2.8 million
on a credit of approximately
$8.7 million
,
$6.7 million
and
$4.3 million
for the years ended
December 31, 2016
,
2015
and
2014
, respectively, with respect to the HPIP credits. The Company earns Oklahoma Investment credits for qualified manufacturing facility investment within the state of Oklahoma. CVR recognized a net income tax benefit of approximately
$3.1 million
,
$2.9 million
and
$2.5 million
on a credit of approximately
$4.8 million
,
$4.4 million
and
$3.9 million
for the years ended
December 31, 2016
,
2015
and
2014
, respectively, with respect to the Oklahoma Investment credits.
As of December 31, 2016, CVR has Kansas state income tax credits of approximately
$1.4 million
, which are available to reduce future Kansas state income taxes. These credits, if not used, will expire in
2032
. Additionally, CVR has Oklahoma state
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
income tax credits of approximately
$25.7 million
which are available to reduce future Oklahoma state income taxes. These credits have an
indefinite
life.
The income tax effect of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities at
December 31, 2016
and
2015
are as follows:
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2016
|
|
2015
|
|
(in millions)
|
Deferred income tax assets:
|
|
|
|
Personnel accruals
|
$
|
1.3
|
|
|
$
|
1.5
|
|
State tax credit carryforward, net
|
10.5
|
|
|
11.0
|
|
Contingent liabilities
|
—
|
|
|
0.1
|
|
Other
|
0.1
|
|
|
—
|
|
Total gross deferred income tax assets
|
11.9
|
|
|
12.6
|
|
Deferred income tax liabilities:
|
|
|
|
Property, plant, and equipment
|
(3.8
|
)
|
|
(3.1
|
)
|
Investment in CVR Partners
|
(89.2
|
)
|
|
(83.4
|
)
|
Investment in CVR Refining
|
(497.8
|
)
|
|
(565.3
|
)
|
Prepaid expenses
|
(0.3
|
)
|
|
(0.3
|
)
|
Other
|
(0.7
|
)
|
|
(0.2
|
)
|
Total gross deferred income tax liabilities
|
(591.8
|
)
|
|
(652.3
|
)
|
Net deferred income tax liabilities
|
$
|
(579.9
|
)
|
|
$
|
(639.7
|
)
|
In assessing the realizability of deferred tax assets including credit carryforwards, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Although realization is not assured, management believes that it is more likely than not that all of the deferred tax assets will be realized and thus,
no
valuation allowance was provided as of
December 31, 2016
and
2015
.
A reconciliation of the unrecognized tax benefits for the years ended
December 31, 2016
,
2015
and
2014
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
|
(in millions)
|
Balance beginning of year
|
$
|
49.0
|
|
|
$
|
55.5
|
|
|
$
|
45.2
|
|
Increase based on prior year tax positions
|
—
|
|
|
—
|
|
|
0.5
|
|
Decrease based on prior year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
Increases in current year tax positions
|
—
|
|
|
9.8
|
|
|
9.8
|
|
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
Reductions related to expirations of statute of limitations
|
(4.9
|
)
|
|
(16.3
|
)
|
|
—
|
|
Balance end of year
|
$
|
44.1
|
|
|
$
|
49.0
|
|
|
$
|
55.5
|
|
Included in the balance of unrecognized tax benefits as of
December 31, 2016
,
2015
and
2014
are
$28.7 million
,
$31.8 million
and
$25.6 million
, respectively, of tax benefits that, if recognized, would affect the effective tax rate. Approximately
$4.9 million
of the unrecognized tax positions relating to state tax credits were recognized in
2016
as a result of a lapse of statute of limitations. Approximately
$16.3 million
of the unrecognized tax positions relating to the characterization of partnership distributions received were recognized by the end of 2015 as a result of a lapse of the statute of limitations.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Additionally, the Company believes that it is reasonably possible that approximately
$15.4 million
of its unrecognized tax positions relating to state tax credits may be recognized by the end of 2017 as a result of a lapse of the statute of limitations. Under ASU 2013-11, approximately
$25.7 million
and
$25.9 million
of unrecognized tax benefits were netted with deferred tax asset carryforwards as of
December 31, 2016
and
2015
, respectively. The remaining unrecognized tax benefits are included in other long-term liabilities in the Consolidated Balance Sheets.
CVR recognizes interest expense (income) and penalties on uncertain tax positions and income tax deficiencies (refunds) in income tax expense. CVR recognized interest expense of approximately
$0.5 million
during
2016
and has recognized a liability for interest of approximately
$8.0 million
as of
December 31, 2016
. In
2015
, CVR recognized interest expense of approximately
$1.0 million
and had recognized a liability for interest of approximately
$7.5 million
as of
December 31, 2015
. In
2014
, CVR recognized interest expense of approximately
$3.8 million
.
No
penalties were recognized during 2016, 2015 or
2014
.
At
December 31, 2016
, the Company's tax filings are generally open to examination in the United States for the tax years ended
December 31, 2012
through
December 31, 2015
and in various individual states for the tax years ended December 31, 2012 through
December 31, 2015
.
(10) Long-Term Debt
Long-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|
(in millions)
|
6.5% Senior Notes due 2022
|
$
|
500.0
|
|
|
$
|
500.0
|
|
9.25% Senior Secured Notes due 2023
|
645.0
|
|
|
—
|
|
6.5% Senior Notes due 2021
|
2.2
|
|
|
—
|
|
CRNF credit facility
|
—
|
|
|
125.0
|
|
Capital lease obligations
|
46.9
|
|
|
48.5
|
|
Total debt
|
1,194.1
|
|
|
673.5
|
|
Unamortized debt issuance cost
|
(14.2
|
)
|
|
(6.4
|
)
|
Unamortized debt discount
|
(15.3
|
)
|
|
—
|
|
Current portion of long-term debt and capital lease obligations
|
(1.8
|
)
|
|
(126.4
|
)
|
Long-term debt, net of current portion
|
$
|
1,162.8
|
|
|
$
|
540.7
|
|
During the first quarter of 2016, the Company adopted ASU 2015-03, which requires that costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. Prior to adoption of the ASU, all debt issuance costs were presented as assets. As a result of adoption of the standard, debt issuance costs of
$14.2 million
and
$6.4 million
were reclassified as a direct deduction from the carrying value of the related debt balances as of December 31, 2016 and December 31, 2015, respectively, in the Consolidated Balance Sheets. Debt issuance costs related to the asset-based lending facilities continue to be presented as assets in the Consolidated Balance Sheets.
2022 Senior Notes
On October 23, 2012, Refining LLC and Coffeyville Finance completed a private offering of
$500.0 million
aggregate principal amount of
6.5%
Second Lien Senior Notes due 2022 (the "2022 Notes"). The 2022 Notes are unsecured and
fully and unconditionally guaranteed by CVR Refining and each of Refining LLC's existing domestic subsidiaries on a joint and several basis. CVR Refining has no independent assets or operations and Refining LLC is a 100% owned finance subsidiary of CVR Refining. CVR Energy, CVR Partners and their respective subsidiaries are not guarantors.
The net proceeds from the offering of the 2022 Notes were used to purchase all of the then outstanding First Lien Secured Notes due 2015 through a tender offer and settled redemption in the fourth quarter of 2012.
The debt issuance costs of the 2022 Notes totaled approximately
$8.7 million
and are being amortized over the term of the 2022 Notes as interest expense using the effective-interest amortization method. On September 17, 2013, Refining LLC and
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Coffeyville Finance consummated a registered exchange offer, whereby all
$500.0 million
of the outstanding 2022 Notes were exchanged for an equal principal amount of notes with identical terms that were registered under the Securities Act of 1933. The exchange offer fulfilled the Refining Partnership's obligations contained in the registration rights agreement entered into in connection with the issuance of the 2022 Notes. The Refining Partnership incurred approximately
$0.4 million
of debt registration costs related to the registration and exchange offer during the year ended December 31, 2013, which are being amortized over the term of the 2022 Notes as interest expense using the effective-interest amortization method.
The 2022 Notes mature on November 1, 2022, unless earlier redeemed or repurchased by the issuers. Interest is payable on the 2022 Notes semi-annually on May 1 and November 1 of each year, commencing on May 1, 2013.
The 2022 Notes contain customary covenants for a financing of this type that limit, subject to certain exceptions, the incurrence of additional indebtedness or guarantees, the creation of liens on assets, the ability to dispose of assets, the ability to make certain payments on contractually subordinated debt, the ability to merge, consolidate with or into another entity and the ability to enter into certain affiliate transactions. The 2022 Notes provide that the Refining Partnership can make distributions to holders of its common units provided, among other things, it has a minimum fixed charge coverage ratio and there is no default or event of default under the 2022 Notes. As of
December 31, 2016
, the Refining Partnership was in compliance with the covenants contained in the 2022 Notes.
Included in other current liabilities on the Consolidated Balance Sheets is accrued interest payable totaling approximately
$5.4 million
as of both
December 31, 2016
and
2015
related to the 2022 Notes. At
December 31, 2016
, the estimated fair value of the 2022 Notes was approximately
$496.3 million
. This estimate of fair value is Level 2 as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities.
Amended and Restated Asset Based (ABL) Credit Facility
On December 20, 2012, CRLLC, CVR Refining, Refining LLC and each of the operating subsidiaries of Refining LLC (collectively, the "Credit Parties") entered into an amended and restated ABL credit agreement (the "Amended and Restated ABL Credit Facility") with a group of lenders and Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent and collateral agent. The Amended and Restated ABL Credit Facility is scheduled to mature on December 20, 2017. Under the Amended and Restated ABL Credit Facility, the Refining Partnership assumed the Company's position as borrower and the Company's obligations under the facility upon the closing of the Refining Partnership's IPO on January 23, 2013, as further discussed in
Note1 ("Organization and History of the Company")
.
The Amended and Restated ABL Credit Facility is a senior secured asset-based revolving credit facility in an aggregate principal amount of up to
$400.0 million
with an incremental facility, which permits an increase in borrowings of up to
$200.0 million
subject to additional lender commitments and certain other conditions. The proceeds of the loans may be used for capital expenditures and working capital and general corporate purposes of the Credit Parties and their subsidiaries. The Amended and Restated ABL Credit Facility provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sub-limits of
10%
of the total facility commitment for swingline loans and
90%
of the total facility commitment for letters of credit.
Borrowings under the Amended and Restated ABL Credit Facility bear interest at either a base rate or LIBOR plus an applicable margin. The applicable margin is (i) (a)
1.75%
for
LIBOR
borrowings and (b)
0.75%
for
prime rate
borrowings, in each case if quarterly average excess availability exceeds
50%
of the lesser of the borrowing base and the total commitments and (ii) (a)
2.00%
for
LIBOR
borrowings and (b)
1.00%
for
prime rate
borrowings, in each case if quarterly average excess availability is less than or equal to
50%
of the lesser of the borrowing base and the total commitments. The Amended and Restated ABL Credit Facility also requires the payment of customary fees, including an unused line fee of (i)
0.40%
if the daily average amount of loans and letters of credit outstanding is less than
50%
of the lesser of the borrowing base and the total commitments and (ii)
0.30%
if the daily average amount of loans and letters of credit outstanding is equal to or greater than
50%
of the lesser of the borrowing base and the total commitments. The Refining Partnership is also required to pay customary letter of credit fees equal to, for standby letters of credit, the applicable margin on LIBOR loans on the maximum amount available to be drawn under and for commercial letters of credit, the applicable margin on LIBOR loans less
0.50%
on the maximum amount available to be drawn under, and customary facing fees equal to
0.125%
of the face amount of, each letter of credit.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Amended and Restated ABL Credit Facility also contains customary covenants for a financing of this type that limit the ability of the Credit Parties and their respective subsidiaries to, among other things, incur liens, engage in a consolidation, merger, purchase or sale of assets, pay dividends, incur indebtedness, make advances, investment and loans, enter into affiliate transactions, issue equity interests, or create subsidiaries and unrestricted subsidiaries. The amended and restated facility also contains a fixed charge coverage ratio financial covenant, as defined under the facility. The Credit Parties were in compliance with the covenants of the Amended and Restated ABL Credit Facility as of
December 31, 2016
.
In connection with the Amended and Restated ABL Credit Facility, CRLLC and its subsidiaries incurred lender and other third-party costs of approximately
$2.1 million
for the year ended December 31, 2012, which are being deferred and amortized to interest expense and other financing costs using a straight-line method over the term of the amended facility. Additionally, in accordance with guidance provided by the FASB regarding the modification of revolving debt arrangements, the remaining approximately
$2.8 million
of unamortized deferred financing costs associated with the prior ABL credit facility will continue to be amortized over the term of the Amended and Restated ABL Credit Facility.
As of
December 31, 2016
, the Refining Partnership and its subsidiaries had availability under the Amended and Restated ABL Credit Facility of
$312.4 million
and had letters of credit outstanding of approximately
$28.3 million
. There were
no
borrowings outstanding under the Amended and Restated ABL Credit Facility as of
December 31, 2016
. Availability under the Amended and Restated ABL Credit Facility was limited by borrowing base conditions as of
December 31, 2016
.
2023 Senior Secured Notes
On June 10, 2016, CVR Partners and CVR Nitrogen Finance Corporation, an indirect wholly-owned subsidiary of CVR Partners (together the "2023 Notes Issuers"), certain subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee and as collateral trustee, completed a private offering of
$645.0 million
aggregate principal amount of
9.25%
Senior Secured Notes due 2023 (the "2023 Notes"). The 2023 Notes mature on June 15, 2023, unless earlier redeemed or repurchased by the issuers. Interest on the 2023 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2016. The 2023 Notes are guaranteed on a senior secured basis by all of the Nitrogen Fertilizer Partnership’s existing subsidiaries.
The 2023 Notes were issued at a
$16.1 million
discount, which is being amortized over the term of the 2023 Notes as interest expense using the effective-interest method. The Nitrogen Fertilizer Partnership received approximately
$622.9 million
of cash proceeds, net of the original issue discount and underwriting fees, but before deducting other third-party fees and expenses associated with the offering. The net proceeds from the sale of the 2023 Notes were used to: (i) repay all amounts outstanding under the senior term loan credit facility with CRLLC; (ii) finance the Tender Offer (defined and discussed below) and (iii) to pay related fees and expenses.
The debt issuance costs of the 2023 Notes totaled approximately
$9.4 million
and are being amortized over the term of the 2023 Notes as interest expense using the effective-interest amortization method.
The 2023 Notes contain customary covenants for a financing of this type that, among other things, restrict the Nitrogen Fertilizer Partnership’s ability and the ability of certain of its subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Nitrogen Fertilizer Partnership’s units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Nitrogen Fertilizer Partnership’s restricted subsidiaries to the Nitrogen Fertilizer Partnership; (vii) consolidate, merge or transfer all or substantially all of the Nitrogen Fertilizer Partnership’s assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. As of December 31, 2016, the Nitrogen Fertilizer Partnership was in compliance with the covenants contained in the 2023 Notes.
Included in other current liabilities on the Consolidated Balance Sheets is accrued interest payable totaling approximately
$2.7 million
as of
December 31, 2016
related to the 2023 Notes. At
December 31, 2016
, the estimated fair value of the 2023 Notes was approximately
$664.4 million
. This estimate of fair value is Level 2 as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2021 Notes
The
$320.0 million
2021 Notes were issued by CVR Nitrogen and CVR Nitrogen Finance (the "2021 Notes Issuers") prior to the East Dubuque Merger. The 2021 Notes bear interest at a rate of
6.5%
per annum, payable semi-annually in arrears on April 15 and October 15 of each year. The 2021 Notes are scheduled to mature on April 15, 2021, unless repurchased or redeemed earlier in accordance with their terms.
On April 29, 2016, the 2021 Notes Issuers commenced a cash tender offer (the "Tender Offer") to purchase any and all of the outstanding 2021 Notes. In connection with the Tender Offer, the 2021 Notes Issuers solicited the consents of holders of the notes to certain proposed amendments to the indenture governing the notes (the "Consent Solicitation"). As a result of the Tender Offer, on June 10, 2016, the 2021 Notes Issuers repurchased approximately
$315.2 million
of 2021 Notes, representing approximately
98.5%
of the total outstanding principal amount of the notes at a purchase price of
$1,015
per
$1,000
in principal amount. The total amount paid related to the Tender Offer was approximately
$320.0 million
, including an approximate
$4.7 million
premium. Additionally, the 2021 Notes Issuers paid
$3.1 million
for accrued and unpaid interest for the tendered notes up to the settlement date. The Nitrogen Fertilizer Partnership received the requisite consents in respect of the 2021 Notes in connection with the Consent Solicitation to amend the indenture governing the 2021 Notes. As a result, the 2021 Notes Issuers executed a supplemental indenture, dated as of June 10, 2016, which eliminated or modified substantially all of the restrictive covenants relating to CVR Nitrogen and its subsidiaries, eliminated all events of default other than failure to pay principal, premium or interest on the 2021 Notes, eliminated all conditions to satisfaction and discharge, and released the liens on the collateral securing the 2021 Notes. The repurchase of a portion of the 2021 Notes resulted in a loss on extinguishment of debt of approximately
$5.1 million
during the second quarter of 2016, which includes the Tender Offer premium of
$4.7 million
and the write-off of the unamortized portion of the purchase accounting adjustment of
$0.4 million
.
Concurrently with, but separately from the Tender Offer, the 2021 Notes Issuers also commenced an offer to purchase all of the outstanding 2021 Notes at a price equal to
101%
of the principal amount thereof, as required as a result of the East Dubuque Merger (the "Change of Control Offer"). The offer expired on June 28, 2016. As a result of the Change of Control Offer, the Nitrogen Fertilizer Partnership repurchased
$0.6 million
of 2021 Notes at a purchase price of
$1,010
per
$1,000
in principal amount. The total amount paid related to the Change of Control offer was approximately
$0.6 million
, including a nominal amount of premium and accrued and unpaid interest. In November 2016, the Nitrogen Fertilizer Partnership repurchased
$1.9 million
principal amount of 2021 Notes, resulting in a
$0.2 million
gain on extinguishment of debt.
As of
December 31, 2016
,
$2.2 million
of principal amount of the 2021 Notes that remained outstanding and accrued interest was nominal.
Asset Based (ABL) Credit Facility
On
December 31, 2016
, the ABL Credit Facility has an aggregate principal amount of availability of up to
$50.0 million
with an incremental facility, which permits an increase in borrowings of up to
$25.0 million
in the aggregate subject to additional lender commitments and certain other conditions. The proceeds of the loans may be used for capital expenditures and working capital and general corporate purposes of the Nitrogen Fertilizer Partnership and its subsidiaries. The ABL Credit Facility provides for loans and standby letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sub-limits of the lesser of
10.0%
of the total facility commitment and
$5.0 million
for swingline loans and
$10.0 million
for letters of credit. The ABL Credit Facility is scheduled to mature on September 30, 2021.
At the option of the borrowers, loans under the ABL Credit Facility initially bear interest at an annual rate equal to (i)
2.0%
plus LIBOR or (ii)
1.0%
plus a base rate, subject to a
0.5%
step-down based on the previous quarter’s excess availability. The borrowers must also pay a commitment fee on the unutilized commitments and also pay customary letter of credit fees.
The ABL Credit Facility also contains customary covenants for a financing of this type that limit the ability of the Nitrogen Fertilizer Partnership and its subsidiaries to, among other things, incur liens, engage in a consolidation, merger, purchase or sale of assets, pay dividends, incur indebtedness, make advances, investments and loans, enter into affiliate transactions, issue equity interests or create subsidiaries and unrestricted subsidiaries. The ABL Credit Facility also contains a fixed charge coverage ratio financial covenant, as defined therein. The Nitrogen Fertilizer Partnership was in compliance with the covenants of the ABL Credit Facility as of
December 31, 2016
.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In connection with the ABL Credit Facility, the Nitrogen Fertilizer Partnership incurred lender and other third-party costs of approximately
1.2 million
, which are being deferred and amortized to interest expense and other financing costs using the straight-line method over the term of the facility.
As of
December 31, 2016
, the Nitrogen Fertilizer Partnership and its subsidiaries had availability under the ABL Credit Facility of
49.3 million
. There were
no
borrowings outstanding under the ABL Credit Facility as of
December 31, 2016
.
Nitrogen Fertilizer Partnership Credit Facility
The Nitrogen Fertilizer Partnership credit facility includes a term loan facility of
$125.0 million
and a revolving credit facility of
$25.0 million
with an uncommitted incremental facility of up to
$50.0 million
. There is no scheduled amortization. The carrying value of the Nitrogen Fertilizer Partnership's debt approximates fair value. The principal portion of the term loan is presented as current debt on the Consolidated Balance Sheet as of
December 31, 2015
.
The credit facility was scheduled to mature on April 13, 2016. On April 1, 2016, in connection with the completion of the East Dubuque Merger, the Nitrogen Fertilizer Partnership repaid all amounts outstanding under the Credit Agreement and paid
$0.3 million
for accrued and unpaid interest. Effective upon such repayment, the Credit Agreement and all related loan documents and security interests were terminated and released. The repayment was funded from amounts drawn on a senior term loan credit facility with CRLLC. The Nitrogen Fertilizer Partnership recognized a nominal loss on debt extinguishment in connection with the termination of the Credit Agreement.
Previous borrowings under the credit facility bore interest based on a pricing grid determined by the trailing four quarter leverage ratio. The initial pricing for Eurodollar rate loans under the credit facility was the
Eurodollar
rate plus a margin of
3.50%
or, for base rate loans, the
prime rate
plus
2.50%
. Under its terms, the lenders under the credit facility were granted a perfected, first priority security interest (subject to certain customary exceptions) in substantially all of the assets of CRNF and the Nitrogen Fertilizer Partnership. At December 31, 2015 the effective rate was approximately
4.60%
, inclusive of the impact of interest rate swaps discussed in
Note 16 ("Derivative Financial Instruments")
.
Deferred Financing Costs
For the years ended
December 31, 2016
,
2015
and
2014
, amortization of deferred financing costs reported as interest expense and other financing costs totaled approximately
$3.6 million
,
$2.8 million
and
$2.8 million
, respectively.
Capital Lease Obligations
The Refining Partnership maintains
two
leases, accounted for as a capital lease and a financial obligation, which related to the Magellan Pipeline Terminals, L.P. ("Magellan Pipeline") and Excel Pipeline LLC ("Excel Pipeline"). The underlying assets and related depreciation were included in property, plant and equipment. The capital lease which relates to a sales-lease back agreement with Sunoco Pipeline, L.P. for its membership interest in the Excel Pipeline, has
154 months
remaining of its term and will expire in September 2029. The financing agreement, which relates to the Magellan Pipeline terminals, bulk terminal and loading facility, has
153 months
remaining lease term and will expire in September 2029. As of
December 31, 2016
, the outstanding obligation associated with these arrangements totaled approximately
$46.9 million
, of which
$45.1 million
is included in long-term liabilities and
$1.8 million
is included in current liabilities in the Consolidated Balance Sheets.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Future payments required under capital lease at
December 31, 2016
are as follows:
|
|
|
|
|
Year Ending December 31,
|
Capital Lease
|
|
(in millions)
|
2017
|
$
|
6.4
|
|
2018
|
6.5
|
|
2019
|
6.5
|
|
2020
|
6.5
|
|
2021
|
6.5
|
|
2022 and thereafter
|
50.8
|
|
Total future payments
|
83.2
|
|
Less: amount representing interest
|
36.3
|
|
Present value of future minimum payments
|
46.9
|
|
Less: current portion
|
1.8
|
|
Long-term portion
|
$
|
45.1
|
|
(11) Dividends
On January 24, 2013, the board of directors of the Company adopted a quarterly cash dividend policy. Dividends are subject to change at the discretion of the board of directors. The Company began paying regular quarterly dividends in the second quarter of 2013. Additionally, the Company declared and paid
one
special cash dividend during the year ended December 31, 2014.
The following is a summary of the quarterly and special dividends paid to stockholders during the years ended
December 31, 2016
and
2015
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
Total Dividends
Paid in 2016
|
|
(in millions, except per share data)
|
Dividend type
|
Quarterly
|
|
|
Quarterly
|
|
|
Quarterly
|
|
|
Quarterly
|
|
|
|
Amount paid to IEP
|
$
|
35.6
|
|
|
$
|
35.6
|
|
|
$
|
35.6
|
|
|
$
|
35.6
|
|
|
$
|
142.4
|
|
Amounts paid to public stockholders
|
7.8
|
|
|
7.8
|
|
|
7.8
|
|
|
7.8
|
|
|
31.2
|
|
Total amount paid
|
$
|
43.4
|
|
|
$
|
43.4
|
|
|
$
|
43.4
|
|
|
$
|
43.4
|
|
|
$
|
173.6
|
|
Per common share
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
2.00
|
|
Shares outstanding
|
86.8
|
|
|
86.8
|
|
|
86.8
|
|
|
86.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
March 31, 2015
|
|
June 30, 2015
|
|
September 30, 2015
|
|
Total Dividends
Paid in 2015
|
|
(in millions, except per share data)
|
Dividend type
|
Quarterly
|
|
|
Quarterly
|
|
|
Quarterly
|
|
|
Quarterly
|
|
|
|
Amount paid to IEP
|
$
|
35.6
|
|
|
$
|
35.6
|
|
|
$
|
35.6
|
|
|
$
|
35.6
|
|
|
$
|
142.4
|
|
Amounts paid to public stockholders
|
7.8
|
|
|
7.8
|
|
|
7.8
|
|
|
7.8
|
|
|
31.3
|
|
Total amount paid
|
$
|
43.4
|
|
|
$
|
43.4
|
|
|
$
|
43.4
|
|
|
$
|
43.4
|
|
|
$
|
173.7
|
|
Per common share
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
2.00
|
|
Shares outstanding
|
86.8
|
|
|
86.8
|
|
|
86.8
|
|
|
86.8
|
|
|
|
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(12) Earnings Per Share
The computations of the basic and diluted earnings per share for the years ended
December 31, 2016
,
2015
and
2014
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
|
(in millions, except per share data)
|
Net income attributable to CVR Energy stockholders
|
$
|
24.7
|
|
|
$
|
169.6
|
|
|
$
|
173.9
|
|
|
|
|
|
|
|
Weighted-average shares of common stock outstanding - Basic and Diluted
|
86.8
|
|
|
86.8
|
|
|
86.8
|
|
|
|
|
|
|
|
Basic and Diluted earnings per share
|
$
|
0.28
|
|
|
$
|
1.95
|
|
|
$
|
2.00
|
|
There were no dilutive awards outstanding during the years ended
December 31, 2016
,
2015
and
2014
as all unvested awards under the LTIP were liability-classified awards. See
Note 4 ("Share-Based Compensation")
.
(13) Benefit Plans
CVR sponsors and administers
two
defined-contribution 401(k) plans, the CVR Energy 401(k) Plan and the CVR Energy 401(k) Plan for Represented Employees (the "Plans"), in which CVR employees may participate. Participants in the Plans may elect to contribute a designated percentage of their eligible compensation in accordance with the Plans, subject to statutory limits. CVR provides a matching contribution of
100%
of the first
6%
of eligible compensation contributed by participants. Contributions to the represented plan are determined in accordance with provisions of negotiated labor contracts. Participants in both Plans are immediately vested in their individual contributions. Both Plans provide for a
three
-year vesting schedule for CVR's matching contributions and contain a provision to count service with predecessor organizations. CVR's contributions under the Plans were approximately
$8.1 million
,
$7.3 million
and
$6.6 million
for the years ended
December 31, 2016
,
2015
and
2014
, respectively.
Beginning April 1, 2016 as a result of the East Dubuque Merger, the Nitrogen Fertilizer Partnership acquired the
Rentech Nitrogen GP, LLC Union 401(k) Plan (the "Union Plan"), which is sponsored by CVR Nitrogen GP, LLC. The Union Plan is administered by a subsidiary of CVR Energy and is maintained for the benefit of union employees at the East Dubuque Facility. Contributions to the represented plan are determined in accordance with provisions of the negotiated labor contract. Participants in the Union Plan are immediately vested in their individual contributions as well as the Nitrogen Fertilizer Partnership’s contributions on their behalf. The Nitrogen Fertilizer Partnership's contributions under the Union Plan were approximately
$0.1 million
for the period April 1 - December 31, 2016.
(14) Commitments and Contingencies
The minimum required payments for CVR's operating lease agreements and unconditional purchase obligations are as follows:
|
|
|
|
|
|
|
|
|
Year Ending December 31,
|
Operating
Leases
|
|
Unconditional
Purchase
Obligations
(1)
|
|
(in millions)
|
2017
|
$
|
6.6
|
|
|
$
|
149.5
|
|
2018
|
5.6
|
|
|
129.3
|
|
2019
|
5.0
|
|
|
126.4
|
|
2020
|
4.6
|
|
|
109.0
|
|
2021
|
4.4
|
|
|
97.4
|
|
Thereafter
|
6.8
|
|
|
639.7
|
|
|
$
|
33.0
|
|
|
$
|
1,251.3
|
|
_______________________________________
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
|
|
(1)
|
This amount includes approximately
$733.7 million
payable ratably over
fourteen
years pursuant to petroleum transportation service agreements between Coffeyville Resources Refining Marketing, LLC ("CRRM") and each of TransCanada Keystone Pipeline Limited Partnership and TransCanada Keystone Pipeline, LP (together "TransCanada"). The purchase obligation reflects the exchange rate between the Canadian dollar and the U.S. dollar as of
December 31, 2016
, where applicable. Under the agreements, CRRM receives transportation of at least
25,000
barrels per day of crude oil with a delivery point at Cushing, Oklahoma for a term of
twenty
years on TransCanada's Keystone pipeline system. CRRM began receiving crude oil under the agreements in the first quarter of 2011.
|
CVR leases various equipment, including railcars and real properties, under long-term operating leases expiring at various dates. For the years ended
December 31, 2016
,
2015
and
2014
, lease expense totaled approximately
$8.2 million
,
$8.7 million
and
$9.3 million
, respectively. The lease agreements have various remaining terms. Some agreements are renewable, at CVR's option, for additional periods. It is expected, in the ordinary course of business, that leases will be renewed or replaced as they expire.
Additionally, in the normal course of business, the Company has long-term commitments to purchase oxygen, nitrogen, electricity, storage capacity, water and pipeline transportation services. For the years ended
December 31, 2016
,
2015
and
2014
, total expense of
$150.5 million
,
$135.9 million
and
$137.8 million
, respectively, was incurred related to long-term commitments.
Crude Oil Supply Agreement
On August 31, 2012, CRRM and Vitol Inc. ("Vitol"), entered into an Amended and Restated Crude Oil Supply Agreement (as amended, the "Vitol Agreement"). Under the Vitol Agreement, Vitol supplies the petroleum business with crude oil and intermediation logistics, which helps to reduce the Refining Partnership's inventory position and mitigate crude oil pricing risk. The Vitol Agreement will automatically renew for successive
one
-year terms (each such term, a "Renewal Term") unless either party provides the other with notice of nonrenewal at least
180
days prior to expiration of any Renewal Term. The Vitol Agreement currently extends through December 31, 2017.
Litigation
From time to time, the Company is involved in various lawsuits arising in the normal course of business, including matters such as those described below under, "Environmental, Health, and Safety ("EHS") Matters." Liabilities related to such litigation are recognized when the related costs are probable and can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. It is possible that management's estimates of the outcomes will change within the next year due to uncertainties inherent in litigation and settlement negotiations. In the opinion of management, the ultimate resolution of any other litigation matters is not expected to have a material adverse effect on the accompanying consolidated financial statements. There can be no assurance that management's beliefs or opinions with respect to liability for potential litigation matters will prove to be accurate.
East Dubuque Merger Litigation
On August 29, 2015, Mike Mustard, a purported unitholder of Rentech Nitrogen Partners, L.P. ("Rentech Nitrogen"), filed a class action complaint on behalf of the public unitholders of Rentech Nitrogen against Rentech Nitrogen, Rentech Nitrogen GP, LLC ("Rentech Nitrogen GP"), Rentech Nitrogen Holdings, Inc., Rentech, Inc., DSHC, LLC, CVR Partners,
two
subsidiaries of CVR Partners, and the members of the board of directors of Rentech Nitrogen GP (the "Rentech Nitrogen Board"), in the Court of Chancery of the State of Delaware (the "Mustard Lawsuit"). On October 6, 2015, Jesse Sloan, a purported unitholder of Rentech Nitrogen, filed a class action complaint on behalf of the public unitholders of Rentech Nitrogen against Rentech Nitrogen, Rentech Nitrogen GP, CVR Partners,
two
subsidiaries of CVR Partners, and the members of the Rentech Nitrogen Board, in the United States District Court for the Central District of California (the "Sloan Lawsuit"). Both lawsuits alleged, among other things, that the attempted sale of Rentech Nitrogen to CVR Partners was conducted by means of an unfair process and for an unfair price. In July 2016, the Mustard Lawsuit was dismissed. In October 2016, the United States District Court for the Central District of California issued an order and judgment approving the settlement of the Sloan Lawsuit. Under the terms of the settlement, the defendants made certain supplemental disclosures related to the East Dubuque Merger, and in return, the settlement resolves and releases all claims by unitholders of Rentech Nitrogen challenging the East Dubuque Merger.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Property Tax Matter
CRNF received a
ten
-year property tax abatement from Montgomery County, Kansas (the "County") in connection with the construction of the Coffeyville Fertilizer Facility that expired on December 31, 2007. In connection with the expiration of the abatement, the County reclassified and reassessed CRNF's nitrogen fertilizer plant for property tax purposes. The reclassification and reassessment resulted in an increase in CRNF's annual property tax expense by an average of approximately
$10.7 million
per year for the years ended December 31, 2008 and December 31, 2009,
$11.7 million
for the year ended December 31, 2010,
$11.4 million
for the year ended December 31, 2011 and
$11.3 million
for the year ended December 31, 2012. CRNF protested the classification and resulting valuation for each of those years to the Kansas Board of Tax Appeals ("BOTA"), followed by an appeal to the Kansas Court of Appeals. However, CRNF fully accrued and paid the property taxes the county claims are owed for the years ended December 31, 2008 through 2012. The Kansas Court of Appeals, in a memorandum opinion dated August 9, 2013, reversed the BOTA decision in part and remanded the case to BOTA, instructing BOTA to classify each asset on an asset by asset basis instead of making a broad determination that the entire plant was real property as BOTA did originally. The County filed a motion for rehearing with the Kansas Court of Appeals and a petition for review with the Kansas Supreme Court, both of which have been denied.
In March 2015, BOTA concluded that based upon an asset by asset determination, a substantial majority of the assets in dispute will be classified as personal property for the 2008 tax year. The parties stipulated to the value of the real property, following which BOTA issued its final decision. The County has appealed the decision with respect to classification to the Kansas Court of Appeals. No amounts have been received or recognized in these consolidated financial statements related to the 2008 property tax matter or BOTA’s decision.
On February 25, 2013, the County and CRNF agreed to a settlement for tax years 2009 through 2012, which has lowered and will lower CRNF's property taxes by about
$10.7 million
per year (as compared to the 2012 tax year) for tax years 2013 to 2016 based on current mill levy rates. In addition, the settlement provides the County will support CRNF's application before BOTA for a
ten
-year tax exemption for the UAN expansion. Finally, the settlement provides that CRNF will continue its appeal of the 2008 reclassification and reassessment discussed above.
SEC Matter
The SEC conducted an investigation in connection with the Company's disclosures (which were prepared by the Company’s outside counsel) following the announcement of a tender offer for the Company's stock initiated in February 2012. The Company cooperated with the SEC and produced, at the SEC's request, documents pertaining to the tender offer and the Company's disclosures. On February 14, 2017, the SEC issued an order instituting cease and desist proceedings that require the Company to prospectively comply with certain disclosure obligations in response to tender offers for the Company’s securities. No civil penalty was issued.
Flood, Crude Oil Discharge and Insurance
Crude oil was discharged from the Coffeyville refinery on July 1, 2007, due to the short amount of time available to shutdown and secure the refinery in preparation for the flood that occurred on June 30, 2007. On October 25, 2010, the Company received a letter from the United States Coast Guard on behalf of the EPA seeking approximately $1.8 million in oversight cost reimbursement. The Company responded by asserting defenses to the Coast Guard's claim for oversight costs. On September 23, 2011, the United States Department of Justice ("DOJ"), acting on behalf of the EPA and the United States Coast Guard, filed suit against CRRM in the United States District Court for the District of Kansas seeking recovery from CRRM related to alleged non-compliance with the Clean Air Act's Risk Management Program ("RMP"), the Clean Water Act ("CWA") and the Oil Pollution Act of 1990 ("OPA"). CRRM reached an agreement with the DOJ resolving its claims under CWA and OPA. The agreement was memorialized in a Consent Decree that was filed with and approved by the Court on February 12, 2013 and March 25, 2013, respectively (the "2013 Consent Decree"). On April 19, 2013, CRRM paid a civil penalty (including accrued interest) in the amount of
$0.6 million
related to the CWA claims and reimbursed the Coast Guard for oversight costs under OPA in the amount of
$1.7 million
. The 2013 Consent Decree also requires CRRM to make small capital upgrades to the Coffeyville refinery crude oil tank farm, develop flood procedures and provide employee training, the majority of which have already been completed.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The parties also reached an agreement to settle DOJ's claims related to alleged non-compliance with RMP. The agreement was memorialized in a separate consent decree that was filed with and approved by the Court on May 21, 2013 and July 2, 2013, respectively, and provided for a civil penalty of
$0.3 million
. On July 29, 2013, CRRM paid the civil penalty related to the RMP claims. In 2015, CRRM continued to implement the recommendations of several audits required by the RMP Consent Decree, which were related to compliance with RMP requirements.
CRRM sought insurance coverage for the crude oil release and for the ultimate costs for remediation and third-party property damage claims. On July 10, 2008, the Company filed a lawsuit in the United States District Court for the District of Kansas against certain of the Company's environmental insurance carriers requesting insurance coverage indemnification for the June/July 2007 flood and crude oil discharge losses. Each insurer reserved its rights under various policy exclusions and limitations and cited potential coverage defenses. The Court issued summary judgment opinions that eliminated the majority of the insurance defendants' reservations and defenses. CRRM has received
$25.0 million
of insurance proceeds under its primary environmental liability insurance policy, which constitutes full payment of the primary pollution liability policy limit. During the second quarter of 2015, CRRM entered into a settlement agreement and release with the insurance carriers involved in the lawsuit, pursuant to which (i) CRRM received settlement proceeds of approximately
$31.3 million
, (ii) the parties mutually released each other from all claims relating to the flood and crude oil discharge and (iii) all pending appeals have been dismissed. Of the settlement proceeds received,
$27.3 million
were recorded as a flood insurance recovery in the Consolidated Statements of Operations for the year ended December 31, 2015. The remaining
$4.0 million
of settlement proceeds reduced CVR Refining's
$4.0 million
receivable related to this matter, which was included in other assets on the Consolidated Balance Sheets as of December 31, 2014.
Environmental, Health, and Safety ("EHS") Matters
The petroleum and nitrogen fertilizer businesses are subject to various stringent federal, state, and local EHS rules and regulations. Liabilities related to EHS matters are recognized when the related costs are probable and can be reasonably estimated. Estimates of these costs are based upon currently available facts, existing technology, site-specific costs, and currently enacted laws and regulations. In reporting EHS liabilities, no offset is made for potential recoveries.
CRRM, CRNF, Coffeyville Resources Crude Transportation, LLC ("CRCT"), Wynnewood Refining Company, LLC ("WRC"), East Dubuque Nitrogen Fertilizers, LLC ("EDNF") and Coffeyville Resources Terminal, LLC ("CRT") own and/or operate manufacturing and ancillary operations at various locations directly related to petroleum refining and distribution and nitrogen fertilizer manufacturing. Therefore, CRRM, CRNF, CRCT, WRC, EDNF and CRT have exposure to potential EHS liabilities related to past and present EHS conditions at these locations. Under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and related state laws, certain persons may be liable for the release or threatened release of hazardous substances. These persons can include the current owner or operator of property where a release or threatened release occurred, any persons who owned or operated the property when the release occurred, and any persons who disposed of, or arranged for the transportation or disposal of, hazardous substances at a contaminated property. Liability under CERCLA is strict, and under certain circumstances, joint and several, so that any responsible party may be held liable for the entire cost of investigating and remediating the release of hazardous substances. Similarly, the Oil Pollution Act generally subjects owners and operators of facilities to strict, joint and several liability for all containment and clean-up costs, natural resource damages, and potential governmental oversight costs arising from oil spills into the waters of the United States, which has been broadly interpreted to include most water bodies including intermittent streams.
CRRM, CRNF, CRCT, WRC, EDNF and CRT are subject to extensive and frequently changing federal, state and local environmental and health and safety laws and regulations governing the emission and release of hazardous substances into the environment, the treatment and discharge of waste water, and the storage, handling, use and transportation of petroleum and nitrogen products, and the characteristics and composition of gasoline and diesel fuels. The ultimate impact of complying with evolving laws and regulations is not always clearly known or determinable due in part to the fact that our operations may change over time and certain implementing regulations for laws, such as the federal Clean Air Act, have not yet been finalized, are under governmental or judicial review or are being revised. These laws and regulations could result in increased capital, operating and compliance costs.
On August 1, 2016, CRCT received a Notice of Probable Violation, Proposed Civil Penalty and Proposed Compliance Order (the "NOPV") from the U.S. Department of Transportation's Pipeline and Hazardous Materials Safety Administration (the "PHMSA"). The NOPV alleges violations of the Pipeline Safety Regulations, Title 49, Code of Federal Regulations. The
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
alleged violations include alleged failures (during various time periods) to (i) conduct quarterly notification drills, (ii) maintain certain required records, (iii) utilize certain required safety equipment (including line markers), (iv) take certain pipeline integrity management activities, (v) conduct certain cathodic protection testing, and (vi) make certain atmospheric corrosion inspections. The preliminary assessed civil penalty is approximately
$0.5 million
and the NOPV contained a compliance order outlining remedial compliance steps to be undertaken by CRCT. CRCT paid approximately
$160,000
of the preliminary assessed civil penalty, is contesting and requesting mitigation of the remainder, and is also requesting reconsideration of the proposed compliance order. Although CVR Refining cannot predict with certainty the ultimate resolution of the claims asserted, CVR Refining does not believe that the claims in the NOPV will have a material adverse effect on CVR Refining's business, financial condition or results of operations.
CRRM and CRT have agreed to perform corrective actions at the Coffeyville, Kansas refinery and the now-closed Phillipsburg, Kansas terminal facility, pursuant to Administrative Orders on Consent issued under RCRA to address historical contamination by the prior owners (RCRA Docket No. VII-94-H-20 and Docket No. VII-95-H-11, respectively). WRC and the Oklahoma Department of Environmental Quality ("ODEQ") have entered into a Consent Order (Case No. 15-056) to resolve certain legacy environmental issues related to historical groundwater contamination and the operation of a wastewater conveyance. As of
December 31, 2016
and
2015
, environmental accruals of approximately
$4.8 million
and
$3.6 million
, respectively, were reflected in the Consolidated Balance Sheets for probable and estimated costs for remediation of environmental contamination under the RCRA Administrative Orders and the ODEQ Consent Order, for which approximately
$0.2 million
and
$2.0 million
, respectively, are included in other current liabilities. Accruals were determined based on an estimate of payment costs through 2026, for which the scope of remediation was arranged with the EPA and ODEQ, and were discounted at the appropriate risk free rates at
December 31, 2016
and
2015
, respectively. The accruals include estimated closure and post-closure costs of approximately
$0.4 million
and
$0.4 million
for
two
landfills at
December 31, 2016
and
2015
, respectively. The estimated future payments for these required obligations are as follows:
|
|
|
|
|
Year Ending December 31,
|
Amount
|
|
(in millions)
|
2017
|
$
|
1.5
|
|
2018
|
1.6
|
|
2019
|
1.3
|
|
2020
|
0.1
|
|
2021
|
0.1
|
|
Thereafter
|
0.3
|
|
Undiscounted total
|
4.9
|
|
Less amounts representing interest at 1.47%
|
0.1
|
|
Accrued environmental liabilities at December 31, 2016
|
$
|
4.8
|
|
Management periodically reviews and, as appropriate, revises its environmental accruals. Based on current information and regulatory requirements, management believes that the accruals established for environmental expenditures are adequate.
Mobile Source Air Toxic II Emissions
In 2007, the EPA promulgated the Mobile Source Air Toxic II ("MSAT II") rule that requires the reduction of benzene in gasoline by 2011. The MSAT II projects for CRRM and WRC were completed within the compliance deadline of November 1, 2014. The projects were completed at a total cost of approximately
$48.3 million
and
$89.0 million
, excluding capitalized interest, by CRRM and WRC, respectively.
Tier 3 Motor Vehicle Emission and Fuel Standards
In April 2014, the EPA promulgated the Tier 3 Motor Vehicle Emission and Fuel Standards, which will require that gasoline contain no more than ten parts per million of sulfur on an annual average basis. Refineries must be in compliance with the more stringent emission standards by January 1, 2017; however, compliance with the rule is extended until January 1, 2020 for approved small volume refineries and small refiners. In March 2015, the EPA approved the Wynnewood refinery's application requesting "small volume refinery" status. In June 2016, because it exceeded the EPA’s specified throughput limit for a “small volume refinery.” the Wynnewood refinery became disqualified as a “small volume refinery.” Therefore, the
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Wynnewood refinery’s compliance deadline was accelerated to December 21, 2018. It is not anticipated that the refineries will require additional controls or capital expenditures to meet the anticipated new standard.
Renewable Fuel Standards
CVR Refining is subject to the Renewable Fuel Standard ("RFS") which requires refiners to either blend "renewable fuels" in with their transportation fuels or purchase renewable fuel credits, known as RINs in lieu of blending. Due to mandates in the RFS requiring increasing volumes of renewable fuels to replace petroleum products in the U.S. transportation fuel market, there may be a decrease in demand for petroleum products. Beginning in 2011, the Coffeyville refinery was required to blend renewable fuels into its transportation fuel or purchase RINs in lieu of blending. In 2013, the Wynnewood refinery was subject to the RFS for the first time. CVR Refining is not able to blend the substantial majority of its transportation fuels and has to purchase RINs on the open market, as well as waiver credits for cellulosic biofuels from the EPA, in order to comply with the RFS.
The cost of RINs has been extremely volatile as the EPA's proposed renewable fuel volume mandates approached the "blend wall." The blend wall refers to the point at which the amount of ethanol blended into the transportation fuel supply exceeds the demand for transportation fuel containing such levels of ethanol. The blend wall is generally considered to be reached when more than 10% ethanol by volume ("E10 gasoline") is blended into transportation fuel.
On December 14, 2015, the EPA published in the Federal Register a final rule establishing the renewable fuel volume mandates for 2014, 2015 and 2016, and the biomass-based diesel mandate for 2017. On December 12, 2016, the EPA published in the Federal Register a final rule establishing the renewable fuel volume mandates for 2017, and the biomass-based diesel mandate for 2018. The volumes included in the EPA's final rule increase each year, but are lower, with the exception of the volumes for biomass-based diesel, than the volumes required by the Clean Air Act. The EPA used its waiver authorities to lower the volumes, but its decision to do so for the 2014-2016 compliance years has been challenged in the U.S. Court of Appeals for the District of Columbia Circuit. In addition, the EPA has articulated a policy to incentivize additional investments in renewable fuel blending and distribution infrastructure by increasing the price of RINs.
The cost of RINs for the years ended
December 31, 2016
,
2015
and
2014
was approximately
$205.9 million
,
$123.9 million
and
$127.2 million
, respectively. As of
December 31, 2016
and
2015
, CVR Refining's biofuel blending obligation was approximately
$186.3 million
and
$9.5 million
, respectively, which is recorded in other current liabilities in the Consolidated Balance Sheets. The price of RINs has been extremely volatile and has increased over the last year. The future cost of RINs for the petroleum business is difficult to estimate. Additionally, the cost of RINs is dependent upon a variety of factors, which include the availability of RINs for purchase, the price at which RINs can be purchased, transportation fuel production levels, the mix of the petroleum business' petroleum products, as well as the fuel blending performed at its refineries and downstream terminals, all of which can vary significantly from period to period.
Coffeyville Second Consent Decree
In March 2004, CRRM and CRT entered into a Consent Decree (the "2004 Consent Decree") with the EPA and the Kansas Department of Health and Environment (the "KDHE") to resolve air compliance concerns raised by the EPA and KDHE related to Farmland Industries Inc.'s prior ownership and operation of the Coffeyville crude oil refinery and the now-closed Phillipsburg terminal facilities. Under the 2004 Consent Decree, CRRM agreed to reduce emissions of sulfur dioxide ("SO
2
"), nitrogen oxides and particulate matter from its FCCU by January 1, 2011. In addition, pursuant to the 2004 Consent Decree, CRRM and CRT assumed clean-up obligations at the Coffeyville refinery and the now-closed Phillipsburg terminal facilities.
In March 2012, CRRM entered into a second consent decree (the "Second Consent Decree") with the EPA and KDHE, which replaced the 2004 Consent Decree (other than certain financial assurance provisions associated with corrective action at the refinery and terminal under RCRA). The Second Consent Decree was entered by the U.S. District Court for the District of Kansas on April 19, 2012. The Second Consent Decree gave CRRM more time to install the FCCU controls from the 2004 Consent Decree and expands the scope of the settlement so that it is now considered a "global settlement" under the EPA's "National Petroleum Refining Initiative." Under the National Petroleum Refining Initiative, the EPA alleged industry-wide non-compliance with
four
"marquee" issues under the Clean Air Act: New Source Review, Flaring, Leak Detection and Repair, and Benzene Waste Operations NESHAP. The National Petroleum Refining Initiative has resulted in most U.S. refineries (representing more than
95%
of the U.S. refining capacity) entering into consent decrees requiring the payment of civil penalties and the installation of air pollution control equipment and enhanced operating procedures. Under the Second Consent
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Decree, CRRM was required to pay a civil penalty of approximately
$0.7 million
and complete the installation of FCCU controls required under the 2004 Consent Decree, add controls to certain heaters and boilers and enhance certain work practices relating to wastewater and fugitive emissions. In March 2016, the United States District Court for the District of Kansas approved a modification to the Second Consent Decree memorializing an agreement with the EPA and KDHE to modify provisions in the Second Consent Decree relating to the installation of controls to reduce air emissions of sulfur dioxide from the refinery's FCCU. Pursuant to the terms of the modification, CRRM is permitted to use alternative means of control to those currently specified in the Second Consent Decree provided it can meet the limits specified in the modification. As the modification does not require the controls specified in the Second Consent Decree, compliance costs have been reduced by approximately
$35.0 million
. The additional incremental capital expenditures associated with the Second Consent Decree are expected to be approximately
$6.0 million
.
RCRA Compliance Matters
In January 2014, the EPA issued an inspection report to the Wynnewood refinery related to a RCRA compliance evaluation inspection conducted in March 2013. In February 2014, ODEQ notified WRC that it concurred with the EPA's inspection findings and would be pursuing enforcement. WRC and ODEQ entered into a Consent Order in June 2015 resolving all alleged non-compliance associated with the RCRA compliance evaluation inspection, as well as issues related to possible soil and groundwater contamination associated with the prior owner's operation of the refinery. The Consent Order requires WRC to take certain corrective actions, including specified groundwater remediation and monitoring measures pursuant to a work plan and replacement of a wastewater conveyance to be approved by ODEQ. ODEQ approved the work plan submitted by WRC on February 1, 2016 and the replacement of a wastewater conveyance on August 15, 2016. WRC is in the process of implementing the specified groundwater remediation and monitoring measures. The costs of complying with the Consent Order are estimated to be approximately
$3.9 million
.
Environmental expenditures are capitalized when such expenditures are expected to result in future economic benefits. For the years ended
December 31, 2016
,
2015
and
2014
, capital expenditures were approximately
$17.2 million
,
$35.7 million
and
$100.6 million
, respectively, and were incurred to improve the environmental compliance and efficiency of the operations.
CRRM, CRNF, CRCT, WRC, EDNF and CRT each believe it is in substantial compliance with existing EHS rules and regulations. There can be no assurance that the EHS matters described above or other EHS matters which may develop in the future will not have a material adverse effect on the business, financial condition, or results of operations.
Wynnewood Refinery Incident
On September 28, 2012, the Wynnewood refinery experienced an explosion in a boiler unit during startup after a short outage as part of the turnaround process.
Two
employees were fatally injured. Damage at the refinery was limited to the boiler. Additionally, there has been no evidence of environmental impact. The refinery was in the final stages of shutdown for turnaround maintenance at the time of the incident. WRC completed an internal investigation of the incident and cooperated with OSHA in its investigation. OSHA also conducted a general inspection of the facility during the boiler incident investigation. In March 2013, OSHA completed its investigation and communicated its citations to WRC. OSHA also placed WRC in its Severe Violators Enforcement Program ("SVEP"). WRC is vigorously contesting the citations and OSHA's placement of WRC in the SVEP. Any penalties associated with OSHA's citations are not expected to have a material adverse effect on the consolidated financial statements.
Affiliate Pension Obligations
Mr. Icahn, through certain affiliates, owns approximately
82%
of the Company’s capital stock. Applicable pension and tax laws make each member of a "controlled group" of entities, generally defined as entities in which there is at least an
80%
common ownership interest, jointly and severally liable for certain pension plan obligations of any member of the controlled group. These pension obligations include ongoing contributions to fund the plan, as well as liability for any unfunded liabilities that may exist at the time the plan is terminated. In addition, the failure to pay these pension obligations when due may result in the creation of liens in favor of the pension plan or the Pension Benefit Guaranty Corporation ("PBGC") against the assets of each member of the controlled group.
As a result of the more than
80%
ownership interest in CVR Energy by Mr. Icahn's affiliates, the Company is subject to the pension liabilities of all entities in which Mr. Icahn has a direct or indirect ownership interest of at least
80%
.
Two
such entities,
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
ACF Industries LLC ("ACF") and Federal-Mogul, are the sponsors of several pension plans. All the minimum funding requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act of 2006, for these plans have been met as of
December 31, 2016
. If the ACF and Federal-Mogul plans were voluntarily terminated, they would be collectively underfunded by approximately
$613.4 million
and
$589.2 million
as of
December 31, 2016
and
2015
, respectively. These results are based on the most recent information provided by Mr. Icahn's affiliates based on information from the plans' actuaries. These liabilities could increase or decrease, depending on a number of factors, including future changes in benefits, investment returns, and the assumptions used to calculate the liability. As members of the controlled group, CVR Energy would be liable for any failure of ACF and Federal-Mogul to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of their respective pension plans. In addition, other entities now or in the future within the controlled group that includes CVR Energy may have pension plan obligations that are, or may become, underfunded, and the Company would be liable for any failure of such entities to make ongoing pension contributions or to pay the unfunded liabilities upon a termination of such plans. The current underfunded status of the ACF and Federal-Mogul pension plans requires such entities to notify the PBGC of certain "reportable events," such as if CVR Energy were to cease to be a member of the controlled group, or if CVR Energy makes certain extraordinary dividends or stock redemptions. The obligation to report could cause the Company to seek to delay or reconsider the occurrence of such reportable events. Based on the contingent nature of potential exposure related to these affiliate pension obligations, no liability has been recorded in the consolidated financial statements.
Joint Venture Agreement
On
September 19, 2016, Coffeyville Resources Pipeline, LLC ("CRPLLC"), an indirect wholly-owned subsidiary of CVR Refining, entered into an agreement with Velocity Central Oklahoma Pipeline LLC ("Velocity") related to their joint ownership of Velocity Pipeline Partners, LLC ("VPP"), which will construct, own and operate a crude oil pipeline. CRPLLC holds a
40%
interest in VPP. Velocity holds a
60%
interest in VPP and serves as the day-to-day operator of VPP. As of December 31, 2016, CRPLLC has contributed
$5.6 million
to VPP, which is recorded in other long-term assets on the Consolidated Balance Sheet, and expects to contribute a total of approximately
$9.3 million
during the pipeline construction.
(15) Fair Value Measurements
ASC Topic 820 —
Fair Value Measurements and Disclosures
("ASC 820") established a single authoritative definition of fair value when accounting rules require the use of fair value, set out a framework for measuring fair value and required additional disclosures about fair value measurements. ASC 820 clarifies that fair value is an exit price, representing the amount from the perspective of a market participant that holds the asset or owes the liability at the measurement date.
ASC 820 discusses valuation techniques, such as the market approach (prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets and liabilities such as a business), the income approach (techniques to convert future amounts to a single current amount based on market expectations about those future amounts including present value techniques and option pricing), and the cost approach (amount that would be required currently to replace the service capacity of an asset which is often referred to as a replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
|
|
•
|
Level 1 — Quoted prices in active markets for identical assets and liabilities
|
|
|
•
|
Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities)
|
|
|
•
|
Level 3 — Significant unobservable inputs (including the Company's own assumptions in determining the fair value)
|
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table sets forth the assets and liabilities measured at fair value on a recurring basis, by input level, as of
December 31, 2016
and
2015
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
(in millions)
|
Location and Description
|
|
|
|
|
|
|
|
Cash equivalents
|
$
|
15.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.8
|
|
Other current assets (investments)
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Other current assets (derivative agreements)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Assets
|
$
|
15.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.9
|
|
Other current liabilities (other derivative agreements)
|
—
|
|
|
(11.1
|
)
|
|
—
|
|
|
(11.1
|
)
|
Other current liabilities (biofuel blending obligation & benzene obligation)
|
—
|
|
|
(187.0
|
)
|
|
—
|
|
|
(187.0
|
)
|
Total Liabilities
|
$
|
—
|
|
|
$
|
(198.1
|
)
|
|
$
|
—
|
|
|
$
|
(198.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
(in millions)
|
Location and Description
|
|
|
|
|
|
|
|
Cash equivalents
|
$
|
15.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
Other current assets (investments)
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Other current assets (derivative agreements)
|
—
|
|
|
44.7
|
|
|
—
|
|
|
44.7
|
|
Total Assets
|
$
|
15.8
|
|
|
$
|
44.7
|
|
|
$
|
—
|
|
|
$
|
60.5
|
|
Other current liabilities (derivative agreements)
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
Other current liabilities (interest rate swaps)
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
Other current liabilities (biofuel blending obligations)
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
(2.7
|
)
|
Total Liabilities
|
$
|
—
|
|
|
$
|
(2.9
|
)
|
|
$
|
—
|
|
|
$
|
(2.9
|
)
|
As of
December 31, 2016
and
2015
, the only financial assets and liabilities that are measured at fair value on a recurring basis are the Company's cash equivalents, investments, derivative instruments, uncommitted biofuel blending obligation and benzene obligations. Additionally, the fair value of the Company's debt issuances is disclosed in
Note 10 ("Long-Term Debt")
. The Refining Partnership's commodity derivative contracts, uncommitted biofuel blending obligation and the benzene obligation, which use fair value measurements and are valued using broker quoted market prices of similar instruments, are considered Level 2 inputs. The Nitrogen Fertilizer Partnership's interest rate swaps, which were terminated in February 2016, were measured at fair value on a recurring basis using Level 2 inputs. The fair value of these interest rate swap instruments were based on discounted cash flow models that incorporate the cash flows of the derivatives, as well as the current LIBOR rate and a forward LIBOR curve, along with other observable market inputs. The Company had
no
transfers of assets or liabilities between any of the above levels during the year ended
December 31, 2016
.
In March 2016, CVR Energy purchased
400,000
CVR Nitrogen common units in the public market. During the first quarter of 2016, the fair value of the common units were based on quoted prices for the identical securities (Level 1 inputs). As a result of the East Dubuque Merger, the carrying amount of the investment in the CVR Nitrogen common units was reclassified as an investment in consolidated subsidiary and is eliminated in consolidation. Subsequent to the East Dubuque Merger, the Nitrogen Fertilizer Partnership purchased the
400,000
CVR Nitrogen common units from CVR Energy during the second quarter of 2016. During the year ended
December 31, 2016
, the Company purchased shares of an unaffiliated public company's common units in the public market at an aggregate cost basis of
$14.4 million
. During 2016, the Company received proceeds of
$19.3 million
for the sale of this investment in available-for-sale securities. Upon the sale of the available-for-sale securities, the Company reclassified an unrealized gain of
$0.5 million
from accumulated other comprehensive income ("AOCI") and recognized a realized gain of
$4.9 million
in other income in the Consolidated Statements of Operations for the year ended
December 31, 2016
.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
During the year ended December 31, 2015, the Company received proceeds of
$68.0 million
for the sale of a portion of its investment in available-for-sale securities. The aggregate cost basis for the available-for-sale securities sold was approximately
$47.9 million
. Upon the sale of the available-for-sale securities, the Company reclassified an unrealized gain of
$20.1 million
from AOCI and recognized a realized gain in other income in the Consolidated Statements of Operations for the year ended December 31, 2015. At the end of the first quarter of 2015, the Company's remaining available-for-sale securities with an aggregate cost basis of approximately
$25.7 million
were reclassified to trading securities based on management's ability and intent with respect to the securities. In connection with the transfer to trading securities, an unrealized gain previously recorded in AOCI of
$11.7 million
was reclassified to other income and was reflected in the Consolidated Statements of Operations for the year ended December 31, 2015. During the second quarter of 2015, the trading securities were sold, and the Company received proceeds of
37.8 million
and recognized an additional realized gain of
$0.4 million
in other income for the year ended December 31, 2015. As of
December 31, 2015
, the Company did not hold any further investments in available-for-sale securities.
As of December 31, 2014, the aggregate cost basis for the available-for-sale securities sold was approximately
$73.6 million
following an other-than-temporary impairment of
$4.7 million
during the year ended December 31, 2014.
(16) Derivative Financial Instruments
Gain (loss) on derivatives, net and current period settlements on derivative contracts were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
|
(in millions)
|
Current period settlement on derivative contracts
|
$
|
36.4
|
|
|
$
|
(26.0
|
)
|
|
$
|
122.2
|
|
Gain (loss) on derivatives, net
|
(19.4
|
)
|
|
(28.6
|
)
|
|
185.6
|
|
The Refining Partnership and Nitrogen Fertilizer Partnership are subject to price fluctuations caused by supply conditions, weather, economic conditions, interest rate fluctuations and other factors. To manage price risk on crude oil and other inventories and to fix margins on certain future production, the Refining Partnership from time to time enters into various commodity derivative transactions.
The Refining Partnership has adopted accounting standards which impose extensive record-keeping requirements in order to designate a derivative financial instrument as a hedge. The Refining Partnership holds derivative instruments, such as exchange-traded crude oil futures and certain over-the-counter forward swap agreements, which it believes provide an economic hedge on future transactions, but such instruments are not designated as hedges for GAAP purposes. Gains or losses related to the change in fair value and periodic settlements of these derivative instruments are classified as gain (loss) on derivatives, net in the Consolidated Statements of Operations. There are no premiums paid or received at inception of the derivative contracts and upon settlement, there is no cost recovery associated with these contracts.
The Refining Partnership maintains a margin account to facilitate other commodity derivative activities. A portion of this account may include funds available for withdrawal. These funds are included in cash and cash equivalents within the Consolidated Balance Sheets. The maintenance margin balance is included within other current assets within the Consolidated Balance Sheets. Dependent upon the position of the open commodity derivatives, the amounts are accounted for as other current assets or other current liabilities within the Consolidated Balance Sheets. From time to time, the Refining Partnership may be required to deposit additional funds into this margin account. There were no open commodity positions as of
December 31, 2016
or 2015. For the years ended
December 31, 2016
,
2015
and
2014
, the Refining Partnership recognized a net loss of
$0.5 million
, and net gains of
$3.2 million
and
$0.3 million
, respectively, which are recorded in gain (loss) on derivatives, net in the Consolidated Statements of Operations.
Commodity Swaps
The Refining Partnership enters into commodity swap contracts in order to fix the margin on a portion of future production. Additionally, the Refining Partnership may enter into price and basis swaps in order to fix the price on a portion of its commodity purchases and product sales. The physical volumes are not exchanged and these contracts are net settled with cash.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The contract fair value of the commodity swaps is reflected on the Consolidated Balance Sheets with changes in fair value currently recognized in the Consolidated Statements of Operations. Quoted prices for similar assets or liabilities in active markets (Level 2) are considered to determine the fair values for the purpose of marking to market the hedging instruments at each period end. At
December 31, 2016
and
2015
, the Refining Partnership had open commodity hedging instruments consisting of
4.0 million
and
2.5 million
barrels of crack spreads, respectively, primarily to fix the margin on a portion of its future gasoline and distillate production. Additionally, at December 31, 2015, the Refining Partnership had open commodity hedging instruments consisting of $1.4 million barrels primarily to fix the price on a portion of its future crude oil purchase or the basis on a portion of its future product sales. The fair value of the outstanding contracts at
December 31, 2016
was a net
unrealized loss
of
$11.1 million
, of which the entire balance is included in other current liabilities. The fair value of the outstanding contracts at
December 31, 2015
was a net
unrealized gain
of
$44.6 million
, of which
$44.7 million
is included in current assets and
$0.1 million
is included in other current liabilities. For the years ended
December 31, 2016
,
2015
and
2014
, the Refining Partnership recognized a net loss of
$18.9 million
,
$36.4 million
and a net gain of
$187.4 million
, respectively, which are recorded in gain (loss) on derivatives, net in the Consolidated Statements of Operations.
Nitrogen Fertilizer Partnership Interest Rate Swaps
CRNF has
two
floating-to-fixed interest rate swap agreements for the purpose of hedging the interest rate risk associated with a portion of the nitrogen fertilizer business'
$125.0 million
floating rate term debt which matures in April 2016, as further discussed in
Note 10 ("Long-Term Debt")
. The aggregate notional amount covered under these agreements, which commenced on August 12, 2011 and expired on February 12, 2016, totals
$62.5 million
(split evenly between the
two
agreements). Under the terms of the interest rate swap agreement entered into on June 30, 2011, CRNF will receive a floating rate based on
three-month LIBOR
and pay a fixed rate of
1.94%
. Under the terms of the interest rate swap agreement entered into on July 1, 2011, CRNF will receive a floating rate based on
three-month LIBOR
and pay a fixed rate of
1.975%
. Both swap agreements will be settled every
90
days. The effect of these swap agreements is to lock in a fixed rate of interest of approximately
1.96%
plus the applicable margin paid to lenders over three month LIBOR as governed by the CRNF credit facility. The agreements were designated as cash flow hedges at inception and accordingly, the effective portion of the gain or loss on the swap is reported as a component of AOCI, and will be reclassified into interest expense when the interest rate swap transaction affects earnings. Any ineffective portion of the gain or loss will be recognized immediately in interest expense on the Consolidated Statements of Operations. The interest rate swaps agreement terminated in February 2016.
The realized loss on the interest rate swap re-classed from AOCI into interest expense and other financing costs on the Consolidated Statements of Operations was
$0.1 million
for the year ended
December 31, 2016
and
$1.1 million
for each of the years ended December 31,
2015
and
2014
. For the years ended
December 31, 2016
,
2015
and
2014
, the Nitrogen Fertilizer Partnership recognized a decrease in the fair value of the interest rate swap agreements of
$0.0 million
,
$0.1 million
and
$0.2 million
, respectively, which was unrealized in AOCI.
Counterparty Credit Risk
The Refining Partnership's exchange-traded crude oil futures and certain over-the-counter forward swap agreements are potentially exposed to concentrations of credit risk as a result of economic conditions and periods of uncertainty and illiquidity in the credit and capital markets. The Refining Partnership manages credit risk on its exchange-traded crude oil futures by completing trades with an exchange clearinghouse, which subjects the trades to mandatory margin requirements until the contract settles. The Refining Partnership also monitors the creditworthiness of its commodity swap counterparties and assesses the risk of nonperformance on a quarterly basis. Counterparty credit risk identified as a result of this assessment is recognized as a valuation adjustment to the fair value of the commodity swaps recorded in the Consolidated Balance Sheets. As of
December 31, 2016
, the counterparty credit risk adjustment was not material to the consolidated financial statements. Additionally, the Refining Partnership does not require any collateral to support commodity swaps into which it enters; however, it does have master netting arrangements that allow for the setoff of amounts receivable from and payable to the same party, which mitigates the risk associated with nonperformance.
Offsetting Assets and Liabilities
The commodity swaps and other commodity derivatives agreements discussed above include multiple derivative positions with a number of counterparties for which the Refining Partnership has entered into agreements governing the nature of the derivative transactions. Each of the counterparty agreements provides for the right to setoff each individual derivative position to arrive at the net receivable due from the counterparty or payable owed by the Refining Partnership. As a result of the right to
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
setoff, the Refining Partnership's recognized assets and liabilities associated with the outstanding derivative positions have been presented net in the Consolidated Balance Sheets. The interest rate swap agreements held by the Nitrogen Fertilizer Partnership also provide for the right to setoff. However, as the interest rate swaps are in a liability position, there are
no
amounts offset in the Consolidated Balance Sheets as of
December 31, 2016
and
2015
. In accordance with guidance issued by the FASB related to
"Disclosures about Offsetting Assets and Liabilities,"
the tables below outline the gross amounts of the recognized assets and liabilities and the gross amounts offset in the Consolidated Balance Sheets for the various types of open derivative positions at the Refining Partnership.
The offsetting assets and liabilities for the Refining Partnership's derivatives as of
December 31, 2016
are recorded as current assets and current liabilities in prepaid expenses and other current assets and other current liabilities, respectively, in the Consolidated Balance Sheets as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2016
|
Description
|
Gross
Current Liabilities
|
|
Gross
Amounts
Offset
|
|
Net
Current Liabilities
Presented
|
|
Cash
Collateral
Not Offset
|
|
Net
Amount
|
|
(in millions)
|
Commodity Swaps
|
$
|
11.1
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
Total
|
$
|
11.1
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
The offsetting assets and liabilities for the Refining Partnership's derivatives as of
December 31, 2015
are recorded as current assets and non-current assets in prepaid expenses and other current assets and other long-term assets, respectively, in the Consolidated Balance Sheets as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2015
|
Description
|
Gross
Current Assets
|
|
Gross
Amounts
Offset
|
|
Net
Current Assets
Presented
|
|
Cash
Collateral
Not Offset
|
|
Net
Amount
|
|
(in millions)
|
Commodity Swaps
|
$
|
44.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
44.7
|
|
|
$
|
—
|
|
|
$
|
44.7
|
|
Total
|
$
|
44.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
44.7
|
|
|
$
|
—
|
|
|
$
|
44.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2015
|
Description
|
Gross
Current Liabilities
|
|
Gross
Amounts
Offset
|
|
Net
Current Liabilities
Presented
|
|
Cash
Collateral
Not Offset
|
|
Net
Amount
|
|
(in millions)
|
Commodity Swaps
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(17) Related Party Transactions
In May 2012, IEP announced that it had acquired control of CVR pursuant to a tender offer to purchase all of the issued and outstanding shares of the Company's common stock. As of
December 31, 2016
, IEP owned approximately
82%
of all common shares outstanding. See
Note1 ("Organization and History of the Company")
for additional discussion.
American Railcar Entities
In the second quarter of 2016, the Nitrogen Fertilizer Partnership entered into agreements to lease a total of
115
UAN railcars from American Railcar Leasing LLC ("ARL"). The lease agreements have a term of approximately
seven
years. The Nitrogen Fertilizer Partnership received the
115
UAN railcars during the second half of 2016. For the year ended December31, 2016, rent expense of
$0.3 million
was recorded related to these agreements and was included in cost of materials and other in the Consolidated Statements of Operations.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In 2014, the Nitrogen Fertilizer Partnership purchased
50
new UAN railcars from American Railcar Industries, Inc. ("ARI"), an affiliate of IEP, for approximately
$6.7 million
and
12
used UAN railcars from ARL for approximately
$1.1 million
.
Tax Allocation Agreement
CVR is a member of the consolidated federal tax group of AEPC, a wholly-owned subsidiary of IEP, and has entered into a Tax Allocation Agreement. Refer to
Note 9 ("Income Taxes")
for a discussion of related party transactions under the Tax Allocation Agreement.
Insight Portfolio Group
Insight Portfolio Group LLC is an entity formed and controlled by Mr. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating with a wide range of suppliers of goods, services and tangible and intangible property at negotiated rates. CVR Energy was a member of the buying group in 2012. In January 2013, CVR Energy acquired a minority equity interest in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group's operating expenses in 2013. The Company paid Insight Portfolio Group approximately
$0.2 million
,
$0.1 million
and
$0.4 million
during the years ended
December 31, 2016
,
2015
and
2014
, respectively. The Company may purchase a variety of goods and services as members of the buying group at prices and terms that management believes would be more favorable than those which would be achieved on a stand-alone basis.
CRLLC Guaranty
On February 9, 2016, CRLLC and the Nitrogen Fertilizer Partnership entered into a guaranty, pursuant to which CRLLC agreed to guaranty the indebtedness outstanding under the Nitrogen Fertilizer Partnership's credit facility. In conjunction with the Nitrogen Fertilizer Partnership's entry into the CRLLC Facility (defined and discussed below), the CRLLC guaranty was terminated.
Commitment Letter
Simultaneously with the execution of the Merger Agreement, the Nitrogen Fertilizer Partnership entered into a commitment letter (the "Commitment Letter") with CRLLC, pursuant to which CRLLC committed to, on the terms and subject to the conditions set forth in the Commitment Letter, make available to the Nitrogen Fertilizer Partnership term loan financing of up to
$150.0 million
, which amounts would be available solely to fund the repayment of all of the loans outstanding under the Wells Fargo Credit Agreement, the cash consideration and expenses associated with the East Dubuque Merger. The term loan facility, if drawn, would have a
one year
term and would bear interest at a rate of three-month LIBOR plus
3.0%
per annum. Calculation of interest would be on the basis of the actual number of days elapsed over a
360
-day year. In connection with the Nitrogen Fertilizer Partnership's entry into the CRLLC Facility (defined and discussed below), the Commitment Letter was terminated.
CRLLC Facility with the Nitrogen Fertilizer Partnership
On April 1, 2016, in connection with the closing of the East Dubuque Merger, the Nitrogen Fertilizer Partnership entered into a
$300.0 million
senior term loan credit facility (the "CRLLC Facility") with CRLLC as the lender, the proceeds of which were used by the Nitrogen Fertilizer Partnership (i) to fund the repayment of amounts outstanding under the Wells Fargo Credit Agreement discussed in
Note 3 ("Acquisition")
(ii) to pay the cash consideration and to pay fees and expenses in connection with the East Dubuque Merger and related transactions and (iii) to repay all of the loans outstanding under the Nitrogen Fertilizer Partnership credit facility. The CRLLC Facility had a term of
two years
and an interest rate of
12.0%
per annum. Interest was calculated on the basis of the actual number of days elapsed over a
360
-day year and payable quarterly. In April 2016, the Nitrogen Fertilizer Partnership borrowed
$300.0 million
under the CRLLC Facility. On June 10, 2016, the Nitrogen Fertilizer Partnership paid off the
$300.0 million
outstanding under the CRLLC Facility, paid
$7.0 million
in interest and the CRLLC Facility was terminated.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
AEPC Facility with the Nitrogen Fertilizer Partnership
On April 1, 2016, in connection with the closing of the East Dubuque Merger, the Nitrogen Fertilizer Partnership entered into a
$320.0 million
senior term loan facility (the "AEPC Facility") with American Entertainment Properties Corporation ("AEPC"), an affiliate of IEP, as the lender, which was to be used (i) by CVR Partners to provide funds to CVR Nitrogen to make a change of control offer and, if applicable, a "clean-up" redemption in accordance with the indenture governing the 2021 Notes or (ii) by CVR Partners or CVR Nitrogen to make a tender offer for the 2021 Notes and, in each case, pay fees and expenses related thereto. The AEPC Facility had a term of
two years
and bore interest at a rate of
12.0%
per annum. Calculation of interest was on the basis of the actual number of days elapsed over a
360
-day year and payable quarterly. The Nitrogen Fertilizer Partnership was permitted to voluntarily prepay in whole or in part the borrowings under the AEPC Facility without premium or penalty. In connection with the repayment of the substantial majority of the 2021 Notes, the AEPC Facility was terminated.
XO Communications Services, LLC
XO Communications Services, LLC (“XO”) is a privately-owned company that is an affiliate of IEP. During the twelve-month period ending
December 31, 2016
, the Company paid approximately
$0.3 million
to XO for various communication services. As of
December 31, 2016
there was no outstanding balance due to or from XO.
Joint Venture Agreement
On September 19, 2016, CRPLLC entered into an agreement with Velocity related to their joint ownership of VPP. Refer to Note 14 ("Commitments and Contingencies") for additional discussion of the joint venture.
(18) Business Segments
The Company measures segment profit as operating income for petroleum and nitrogen fertilizer, CVR's
two
reporting segments, based on the definitions provided in ASC Topic 280 —
Segment Reporting
. All operations of the segments are located within the United States.
Petroleum
Principal products of the petroleum segment are refined fuels, propane, and petroleum refining by-products, including pet coke. The petroleum segment's Coffeyville refinery sells pet coke to the Nitrogen Fertilizer Partnership for use in the manufacture of nitrogen fertilizer at the adjacent nitrogen fertilizer plant. For the petroleum segment, a per-ton transfer price is used to record intercompany sales on the part of the petroleum segment and corresponding intercompany cost of materials and other for the nitrogen fertilizer segment. The per ton transfer price paid, pursuant to the pet coke supply agreement that became effective October 24, 2007, is based on the lesser of a pet coke price derived from the price received by the nitrogen fertilizer segment for UAN (subject to a UAN based price ceiling and floor) or a pet coke price index for pet coke. The intercompany transactions are eliminated in the other segment. Intercompany sales included in petroleum net sales were approximately
$1.8 million
,
$6.8 million
and
$8.7 million
for the years ended
December 31, 2016
,
2015
and
2014
, respectively.
The petroleum segment recorded intercompany cost of materials and other for the hydrogen purchases described below under "Nitrogen Fertilizer" of approximately
$3.2 million
,
$11.8 million
and
$10.1 million
for the years ended
December 31, 2016
,
2015
and
2014
, respectively. The petroleum segment recorded intercompany revenue for the hydrogen sale of
$0.2 million
for the year ended
December 31, 2016
.
Nitrogen Fertilizer
The principal product of the nitrogen fertilizer segment is nitrogen fertilizer. Intercompany cost of materials and other for the pet coke transfer described above was approximately
$2.1 million
,
$6.6 million
and
$9.2 million
for the years ended
December 31, 2016
,
2015
and
2014
, respectively.
Pursuant to the feedstock agreement, the Company's segments have the right to transfer hydrogen between the Coffeyville refinery and the Coffeyville Fertilizer Facility. Sales of hydrogen to the petroleum segment have been reflected as net sales for
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
the nitrogen fertilizer segment. Receipts of hydrogen from the petroleum segment have been reflected in cost of materials and other for the nitrogen fertilizer segment. For the years ended
December 31, 2016
,
2015
and
2014
, the net sales generated from intercompany hydrogen sales were
$3.0 million
,
$11.8 million
and
$10.1 million
, respectively. As intercompany sales and cost of materials and other are eliminated, there is no financial statement impact on the consolidated financial statements.
Other Segment
The other segment reflects intercompany eliminations, corporate cash and cash equivalents, income tax activities and other corporate activities that are not allocated to the operating segments.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes certain operating results and capital expenditures information by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
|
(in millions)
|
Net sales
|
|
|
|
|
|
Petroleum
|
$
|
4,431.3
|
|
|
$
|
5,161.9
|
|
|
$
|
8,829.7
|
|
Nitrogen Fertilizer
|
356.3
|
|
|
289.2
|
|
|
298.7
|
|
Intersegment elimination
|
(5.2
|
)
|
|
(18.6
|
)
|
|
(18.9
|
)
|
Total
|
$
|
4,782.4
|
|
|
$
|
5,432.5
|
|
|
$
|
9,109.5
|
|
Cost of materials and other
|
|
|
|
|
|
Petroleum
|
$
|
3,759.2
|
|
|
$
|
4,143.6
|
|
|
$
|
8,013.4
|
|
Nitrogen Fertilizer
|
93.7
|
|
|
65.2
|
|
|
72.0
|
|
Intersegment elimination
|
(5.4
|
)
|
|
(18.4
|
)
|
|
(19.4
|
)
|
Total
|
$
|
3,847.5
|
|
|
$
|
4,190.4
|
|
|
$
|
8,066.0
|
|
Direct operating expenses (exclusive of depreciation and amortization)
|
|
|
|
|
|
Petroleum
|
$
|
393.4
|
|
|
$
|
478.5
|
|
|
$
|
416.0
|
|
Nitrogen Fertilizer
|
148.3
|
|
|
106.1
|
|
|
98.9
|
|
Other
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
Total
|
$
|
541.8
|
|
|
$
|
584.7
|
|
|
$
|
515.1
|
|
Depreciation and amortization
|
|
|
|
|
|
Petroleum
|
$
|
129.0
|
|
|
$
|
130.2
|
|
|
$
|
122.5
|
|
Nitrogen Fertilizer
|
58.2
|
|
|
28.4
|
|
|
27.3
|
|
Other
|
5.9
|
|
|
5.5
|
|
|
4.6
|
|
Total
|
$
|
193.1
|
|
|
$
|
164.1
|
|
|
$
|
154.4
|
|
Operating income
|
|
|
|
|
|
Petroleum
|
$
|
77.8
|
|
|
$
|
361.7
|
|
|
$
|
207.2
|
|
Nitrogen Fertilizer
|
26.8
|
|
|
68.7
|
|
|
82.8
|
|
Other
|
(13.7
|
)
|
|
(8.8
|
)
|
|
(25.7
|
)
|
Total
|
$
|
90.9
|
|
|
$
|
421.6
|
|
|
$
|
264.3
|
|
Capital expenditures
|
|
|
|
|
|
Petroleum
|
$
|
102.3
|
|
|
$
|
194.7
|
|
|
$
|
191.3
|
|
Nitrogen fertilizer
|
23.2
|
|
|
17.0
|
|
|
21.1
|
|
Other
|
7.2
|
|
|
7.0
|
|
|
6.0
|
|
Total
|
$
|
132.7
|
|
|
$
|
218.7
|
|
|
$
|
218.4
|
|
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
|
(in millions)
|
Total assets*
|
|
|
|
|
|
Petroleum
|
$
|
2,331.9
|
|
|
$
|
2,189.0
|
|
|
$
|
2,410.7
|
|
Nitrogen Fertilizer
|
1,312.2
|
|
|
536.3
|
|
|
577.8
|
|
Other
|
406.1
|
|
|
574.1
|
|
|
465.8
|
|
Total
|
$
|
4,050.2
|
|
|
$
|
3,299.4
|
|
|
$
|
3,454.3
|
|
Goodwill
|
|
|
|
|
|
Petroleum
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Nitrogen Fertilizer
|
41.0
|
|
|
41.0
|
|
|
41.0
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
$
|
41.0
|
|
|
$
|
41.0
|
|
|
$
|
41.0
|
|
_______________________________________
(*) Prior period amounts have been retrospectively adjusted for Accounting Standard Update No. 2015-03, which requires that costs incurred to issue debt be presented in the balance sheet as a direct reduction from the carrying value of the debt.
(19) Major Customers and Suppliers
Sales to major customers as a percentage of the respective segment's sales were as follows:
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
Petroleum
|
|
|
|
|
|
Customer A
|
15
|
%
|
|
14
|
%
|
|
13
|
%
|
Nitrogen Fertilizer
|
|
|
|
|
|
Customer B
|
10
|
%
|
|
10
|
%
|
|
17
|
%
|
Customer C
|
10
|
%
|
|
14
|
%
|
|
10
|
%
|
|
20
|
%
|
|
24
|
%
|
|
27
|
%
|
The petroleum segment obtained crude oil from
one
third-party supplier under a long-term supply agreement during
2016
,
2015
and
2014
. The crude oil purchased from this supplier is governed by a long-term contract. Volume contracted as a percentage of the total crude oil purchases (in barrels) for each of the periods was as follows:
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
Petroleum
|
|
|
|
|
|
Supplier A
|
61
|
%
|
|
61
|
%
|
|
67
|
%
|
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(20) Selected Quarterly Financial Information (unaudited)
Summarized quarterly financial data for
December 31, 2016
and
2015
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016
|
|
Quarter
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
(in millions, except per share data)
|
Net sales
|
$
|
905.5
|
|
|
$
|
1,283.2
|
|
|
$
|
1,240.3
|
|
|
$
|
1,353.4
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
Cost of materials and other
|
736.8
|
|
|
976.9
|
|
|
1,005.7
|
|
|
1,128.1
|
|
Direct operating expenses (exclusive of depreciation and amortization as reflected below)
|
141.4
|
|
|
138.3
|
|
|
129.5
|
|
|
132.6
|
|
Depreciation and amortization
|
37.9
|
|
|
48.5
|
|
|
48.2
|
|
|
49.9
|
|
Cost of sales
|
916.1
|
|
|
1,163.7
|
|
|
1,183.4
|
|
|
1,310.6
|
|
Flood insurance recovery
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Selling, general and administrative (exclusive of depreciation and amortization as reflected below)
|
27.2
|
|
|
26.6
|
|
|
27.8
|
|
|
27.5
|
|
Depreciation and amortization
|
2.1
|
|
|
2.2
|
|
|
1.9
|
|
|
2.4
|
|
Total operating costs and expenses
|
945.4
|
|
|
1,192.5
|
|
|
1,213.1
|
|
|
1,340.5
|
|
Operating income (loss)
|
(39.9
|
)
|
|
90.7
|
|
|
27.2
|
|
|
12.9
|
|
Other income (expense):
|
|
|
|
|
|
|
|
Interest expense and other financing costs
|
(12.1
|
)
|
|
(18.5
|
)
|
|
(26.2
|
)
|
|
(27.1
|
)
|
Interest income
|
0.2
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
Loss on derivatives, net
|
(1.2
|
)
|
|
(1.9
|
)
|
|
(1.7
|
)
|
|
(14.6
|
)
|
Gain (loss) on extinguishment of debt
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|
0.2
|
|
Other income, net
|
0.3
|
|
|
0.1
|
|
|
5.0
|
|
|
0.3
|
|
Total other expense
|
(12.8
|
)
|
|
(25.3
|
)
|
|
(22.7
|
)
|
|
(41.0
|
)
|
Income (loss) before income taxes
|
(52.7
|
)
|
|
65.4
|
|
|
4.5
|
|
|
(28.1
|
)
|
Income tax expense (benefit)
|
(21.8
|
)
|
|
21.6
|
|
|
2.5
|
|
|
(22.1
|
)
|
Net income (loss)
|
(30.9
|
)
|
|
43.8
|
|
|
2.0
|
|
|
(6.0
|
)
|
Less: Net income (loss) attributable to noncontrolling interest
|
(14.7
|
)
|
|
15.4
|
|
|
(3.4
|
)
|
|
(13.1
|
)
|
Net income (loss) attributable to CVR Energy stockholders
|
$
|
(16.2
|
)
|
|
$
|
28.4
|
|
|
$
|
5.4
|
|
|
$
|
7.1
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per share
|
$
|
(0.19
|
)
|
|
$
|
0.33
|
|
|
$
|
0.06
|
|
|
$
|
0.08
|
|
Dividends declared per share
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding - basic and diluted
|
86.8
|
|
|
86.8
|
|
|
86.8
|
|
|
86.8
|
|
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2015
|
|
Quarter
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
(in millions, except per share data)
|
Net sales
|
$
|
1,388.9
|
|
|
$
|
1,624.2
|
|
|
$
|
1,408.8
|
|
|
$
|
1,010.6
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
Cost of materials and other
|
1,073.6
|
|
|
1,192.2
|
|
|
1,076.7
|
|
|
847.9
|
|
Direct operating expenses (exclusive of depreciation and amortization as reflected below)
|
111.4
|
|
|
115.4
|
|
|
145.8
|
|
|
212.1
|
|
Depreciation and amortization
|
40.3
|
|
|
40.6
|
|
|
36.9
|
|
|
38.7
|
|
Cost of sales
|
1,225.3
|
|
|
1,348.2
|
|
|
1,259.4
|
|
|
1,098.7
|
|
Flood insurance recovery
|
—
|
|
|
(27.3
|
)
|
|
—
|
|
|
—
|
|
Selling, general and administrative (exclusive of depreciation and amortization as reflected below)
|
25.3
|
|
|
27.2
|
|
|
26.1
|
|
|
20.4
|
|
Depreciation and amortization
|
1.7
|
|
|
1.9
|
|
|
1.8
|
|
|
2.2
|
|
Total operating costs and expenses
|
1,252.3
|
|
|
1,350.0
|
|
|
1,287.3
|
|
|
1,121.3
|
|
Operating income (loss)
|
136.6
|
|
|
274.2
|
|
|
121.5
|
|
|
(110.7
|
)
|
Other income (expense):
|
|
|
|
|
|
|
|
Interest expense and other financing costs
|
(12.7
|
)
|
|
(11.9
|
)
|
|
(11.9
|
)
|
|
(11.9
|
)
|
Interest income
|
0.2
|
|
|
0.3
|
|
|
0.3
|
|
|
0.2
|
|
Gain (loss) on derivatives, net
|
(51.4
|
)
|
|
(12.6
|
)
|
|
11.8
|
|
|
23.6
|
|
Other income, net
|
36.0
|
|
|
0.2
|
|
|
0.3
|
|
|
0.2
|
|
Total other income (expense)
|
(27.9
|
)
|
|
(24.0
|
)
|
|
0.5
|
|
|
12.1
|
|
Income (loss) before income taxes
|
108.7
|
|
|
250.2
|
|
|
122.0
|
|
|
(98.6
|
)
|
Income tax expense (benefit)
|
24.0
|
|
|
58.1
|
|
|
23.1
|
|
|
(20.7
|
)
|
Net income (loss)
|
84.7
|
|
|
192.1
|
|
|
98.9
|
|
|
(77.9
|
)
|
Less: Net income (loss) attributable to noncontrolling interest
|
29.8
|
|
|
90.2
|
|
|
41.0
|
|
|
(32.9
|
)
|
Net income (loss) attributable to CVR Energy stockholders
|
$
|
54.9
|
|
|
$
|
101.9
|
|
|
$
|
57.9
|
|
|
$
|
(45.0
|
)
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per share
|
$
|
0.63
|
|
|
$
|
1.17
|
|
|
$
|
0.67
|
|
|
$
|
(0.52
|
)
|
Dividends declared per share
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
|
|
|
|
|
|
|
Basic and diluted
|
86.8
|
|
|
86.8
|
|
|
86.8
|
|
|
86.8
|
|
Factors Impacting the Comparability of Quarterly Results of Operations
As discussed in
Note 2 ("Summary of Significant Accounting Policies")
, the Refining business's Coffeyville refinery completed the second phase of its most recent major scheduled turnaround during the first quarter of 2016 at a total cost of approximately
$31.5 million
for the year ended December 31, 2016, of which approximately
$29.4 million
and
$2.1 million
were incurred in the first and second quarters of 2016, respectively. The Coffeyville refinery completed the first phase of its major scheduled turnaround in mid-November 2015 at a total cost of approximately
$102.2 million
of major scheduled turnaround expenses for the year ended December 31, 2015, of which approximately
$1.7 million
,
$15.6 million
and
$84.9 million
were incurred in the second, third and fourth quarters of 2015, respectively.
As discussed in
Note 2 ("Summary of Significant Accounting Policies")
, the Nitrogen Fertilizer Partnership's Coffeyville fertilizer facility had a full facility turnaround in 2015 at a total cost of
$7.0 million
, of which
$0.4 million
was incurred in the
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
second quarter of 2015 and
$6.6 million
was incurred in the third quarter of 2015. During the second quarter of 2016, the East Dubuque Facility completed a major scheduled turnaround during which the ammonia and UAN units were down for approximately
28
days. Overall results were negatively impacted due to the lost production during the downtime that resulted in lost sales and certain reduced variable expenses included in cost of materials and other and direct operating expenses (exclusive of depreciation and amortization). Costs, exclusive of the impacts due to the lost production during the downtime, were approximately
$6.6 million
.
On April 1, 2016, the Nitrogen Fertilizer Partnership completed the East Dubuque Merger, whereby the Nitrogen Fertilizer Partnership acquired the East Dubuque Facility. The consolidated financial statements include the results of the East Dubuque Facility beginning on April 1, 2016, the date of the closing of the acquisition. See
Note 3 ("Acquisition")
for further discussion.
As discussed in
Note 14 ("Commitments and Contingencies")
, the Company received an insurance recovery from its environmental insurance carriers in the second quarter of 2015 as a result of the flood and crude oil discharge at the Coffeyville refinery on June/July 2007.
(21) Subsequent Events
Dividend
On
February 15, 2017
, the board of directors of the Company declared a cash dividend for the
fourth
quarter of
2016
to the Company's stockholders of
$0.50
per share, or
$43.4 million
in aggregate. The dividend will be paid on
March 6, 2017
to stockholders of record at the close of business on
February 27, 2017
. IEP will receive
$35.6 million
in respect of its
82%
ownership interest in the Company's shares.