NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Organization and Nature of Business
Organization
The "Company," "CVR Energy," or "CVR" may be used to refer to CVR Energy, Inc. and, unless the context otherwise requires, 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. CVR's common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "CVI."
As of
December 31, 2017
, Icahn Enterprises L.P. ("IEP") and its affiliates owned approximately
82%
of the Company's outstanding shares.
CVR Partners, LP
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."
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, 2017 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.
CVR Refining, LP
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. The common units, which are listed on the NYSE, began trading on January 17, 2013 under the symbol "CVRR."
As of
December 31, 2017
, 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, LLC ("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.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(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 Accounting Standard Codification ("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 in 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 determination, CVR continues to consolidate both the Refining and Nitrogen Fertilizer Partnerships in its consolidated financial statements.
Use of Estimates
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), 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.
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 within 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 flows for accounts payable as they do not represent bank overdrafts. The amount of these checks included in accounts payable as of
December 31, 2017
and
2016
was
$22.8 million
and
$18.1 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 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, 2017
,
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, 2017
and
2016
was approximately
11%
and
10%
, 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 net realizable value 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 net realizable value. The cost of inventories includes inbound freight costs.
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. When assets are placed in service, reasonable useful lives for those assets are estimated. 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
2017
,
2016
and
2015
, which is attributable entirely to the nitrogen fertilizer segment and concluded there were
no
impairments. See
Note 8 ("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, 2017
,
2016
and
2015
, the Company's petroleum and nitrogen fertilizer segments incurred the following major scheduled turnaround expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
(in millions)
|
Petroleum segment
|
|
|
|
|
|
Coffeyville refinery(1)
|
$
|
—
|
|
|
$
|
31.5
|
|
|
$
|
102.2
|
|
Wynnewood refinery(2)
|
80.4
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Nitrogen Fertilizer segment
|
|
|
|
|
|
Nitrogen Fertilizer plants(3)
|
2.6
|
|
|
6.6
|
|
|
7.0
|
|
Total Major Scheduled Turnaround Expenses
|
$
|
83.0
|
|
|
$
|
38.1
|
|
|
$
|
109.2
|
|
_______________________________________
|
|
(1)
|
The Coffeyville refinery completed the first phase of its most recent major scheduled turnaround in November 2015. The second phase of the Coffeyville turnaround was completed during the first quarter of 2016.
|
|
|
(2)
|
The Wynnewood refinery completed the first phase of its most recent major scheduled turnaround in November 2017. The second phase of the Wynnewood turnaround is expected to occur in 2019. In addition to the two phase turnaround, the petroleum business accelerated certain planned turnaround activities in the first quarter of 2017 on the hydrocracker unit for a catalyst change-out. The petroleum business incurred approximately
$13.0 million
of major scheduled turnaround expenses for the hydrocracker
.
|
|
|
(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 and the third quarter of 2017, the East Dubuque Facility completed major scheduled turnarounds.
|
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 costs.
Direct operating expenses (exclusive of depreciation and amortization) consist primarily of energy and other utility costs, direct costs of labor, property taxes, plant-related maintenance services, including turnaround and environmental and safety compliance costs as well as catalyst and chemical costs.
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.
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 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 assumed the 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.
Non-monetary 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 Statements of Operations.
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 ASC Topic 815,
Derivatives and Hedging
, and accordingly are recorded at fair value in the balance sheet.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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. See
Note 17 ("Derivative Financial Instruments")
for further discussion.
The nitrogen fertilizer business enters into forward contracts with fixed delivery prices to purchase portions of its natural gas requirements. The nitrogen fertilizer partnership elected to apply the normal purchase and normal sale exclusion to natural gas contracts that are entered into to be used in production within a reasonable time during the normal course of business. Accordingly, the fair value of these contracts is not recorded on the Consolidated Balance Sheets.
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 11 ("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. Currently, all of the Company's share-based compensation awards are liability-classified and are measured at fair value at the end of each reporting period based on the applicable closing unit price. Compensation expense will fluctuate based on changes in the applicable unit price value and expense reversals resulting from employee terminations prior to award vesting. See
Note 4 ("Share-Based Compensation")
for further discussion.
The Company's Chief Executive Officer has been awarded share-based compensation awards that contain performance conditions. The fair value of the awards is recognized as compensation expense only if the attainment of the performance conditions is considered probable. Uncertainties involved in this estimate include the continued employment of the Chief Executive Officer and whether or not the performance conditions will be attained. 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. If this assumption proves not to be true and the awards do not vest, compensation expense recognized during the performance cycle will be reversed.
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.
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 22 ("Subsequent Events")
for further discussion.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 is effective for interim and annual periods beginning after December 15, 2017. The Company adopted this standard, effective January 1, 2018, using the modified retrospective application method, whereby the cumulative effect of initially applying the standard is recognized, if applicable, as an adjustment to the opening balance of retained deficit. The standard is applied prospectively and revenues reported in the periods prior to January 1, 2018 will not be changed. During the evaluation of the standard, the Company reviewed its existing revenue streams, including an evaluation of accounting policies, contract reviews and identification of the types of arrangements where differences may arise in the conversion to the new standard, identified practical expedients to be elected, and evaluated additional disclosure requirements. The Company did not identify any material differences in its existing revenue recognition methods that require modification under the new standard and does not expect to record a material cumulative effect adjustment of applying the standard using the modified retrospective method. The standard's most significant impacts to the Company relate to enhanced disclosure requirements and a balance sheet presentation difference associated with contracts requiring customer prepayment prior to delivery. Prior to adoption of the new standard, deferred revenue was recorded upon customer prepayment. Under the new standard, a receivable and associated deferred revenue will be recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional.
In February 2016, the FASB issued ASU No. 2016-02, “
Leases
” (“ASU 2016-02”) creating a new topic, FASB ASC Topic 842,
"Leases,"
which supersedes lease requirements in FASB ASC Topic 840,
"Leases."
The new standard revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability related to future lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. Quantitative and qualitative disclosures, including disclosures regarding significant judgments made by management, will be required. The standard is effective for the first interim and annual periods beginning after December 15, 2018, with early adoption permitted. At adoption, ASU 2016-02 will be applied using the modified retrospective application method and allows for certain practical expedients. The Company expects its assessment and implementation plan to be ongoing during 2018 and is currently unable to reasonably estimate the impact of adopting the new lease standard on its consolidated financial statements and related disclosures. The Company currently believes the most significant change will relate to the recognition of right-of-use assets and leases liability on the balance sheet for existing long-term operating leases, the majority of which are railcar leases, and the potential recognition for agreements that do not currently meet the definition of a lease under ASC Topic 840, which will require an evaluation of the Company's unconditional purchase obligations primarily related to petroleum transportation and storage service agreements. The right of use asset, lease liability and related disclosures could be material.
In January 2017, the FASB issued ASU No. 2017-01, “
Business Combinations (Topic 805) Clarifying the Definition of a Business
” ("ASU 2017-01"). The new guidance revises the definition of a business and provides more stringent criteria for use in determining when an acquisition or disposal transaction meets the definition of a business. When substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. This introduces an initial required screen that, if met, eliminates the need for further assessment. The new guidance is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company adopted this standard as of January 1, 2017.
In January 2017, the FASB issued ASU No. 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, with early adoption permitted. The Company adopted this standard as of January 1, 2017.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(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 sold its facility located in Pasadena, Texas as a condition to closing the East Dubuque Merger. 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
.
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 11 ("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).
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:
|
|
|
|
|
|
|
|
|
|
|
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
|
|
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(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 ("SARs"), 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, 2017
, 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, 2017
,
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, 2017
,
2016
and
2015
is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Aggregate
Intrinsic
Value
|
|
|
|
|
|
(in millions)
|
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 change of control of CVR Energy in 2012 triggered a modification to outstanding awards under the LTIP 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.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In December 2012 and during 2013, 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 then 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 vested.
As of
December 31, 2017
,
no
restricted stock units were outstanding. Total compensation expense for the years ended
December 31, 2017
and
2016
related to the restricted stock unit awards was nominal. Total compensation expense for the year ended December 31,
2015
was approximately
$0.8 million
related to the restricted stock unit awards.
As of
December 31, 2017
, the Company had no liability for non-vested restricted stock unit awards and associated dividend equivalent rights. The liability as of
December 31, 2016
was nominal. For the year ended
December 31, 2017
, no cash was paid to settle liability-classified restricted stock unit awards and dividend equivalent rights. For the years ended December 31,
2016
and
2015
, the Company paid cash of a nominal amount and
$2.5 million
, respectively, to settle liability-classified restricted stock unit awards and dividend equivalent rights upon vesting.
Performance Unit Awards
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 was paid during the first quarter of 2017. Both the Refining Partnership and the Nitrogen Fertilizer Partnership reimbursed CVR Energy for their allocated portions of the performance unit award. Compensation cost for the 2015 Performance Unit Award Agreement of
$3.5 million
was recognized over the performance cycle from January 1, 2016 to December 31, 2016.
In December 2016, the Company entered into a performance unit award agreement (the "2016 Performance Unit Award Agreement") with Mr. Lipinski with terms substantially the same as the 2015 Performance Unit Award Agreement. 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. Both the Refining Partnership and the Nitrogen Fertilizer Partnership are responsible for reimbursing CVR Energy for their allocated portions of the performance unit award. Compensation cost for the 2016 Performance Unit Award Agreement of
$3.6 million
was recognized over the performance cycle from January 1, 2017 to December 31, 2017. As of December 31, 2017, the Company had an outstanding liability of
$3.6 million
related to the 2016 performance unit award.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
On November 1, 2017, the Company entered into a performance unit agreement (the "2017 Performance Unit Agreement") with David Lamp, the Company's current Chief Executive Officer and President. Compensation cost for the 2017 Performance Unit Agreement will be recognized over the performance cycle from January 1, 2018 to December 31, 2018. The performance unit award of
1,500
performance units under the 2017 Performance Unit 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, and both the performance factor and performance objective(s) will be determined by CVR Energy's compensation committee. 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, 2019. Both the Refining Partnership and the Nitrogen Fertilizer Partnership are responsible for reimbursing CVR Energy for their allocated portions of the performance unit award. Assuming a target performance threshold and that the allocation of costs from CVR Energy remains consistent with the allocation percentages in place at December 31, 2017, there was approximately
$1.5 million
of total unrecognized compensation cost related to the 2017 Performance Unit Agreement to be recognized over a period of
one year
.
On November 1, 2017, the Company entered into a performance unit award agreement (the "2017 Performance Unit Award Agreement") with Mr. Lamp. The performance unit award represents the right to receive upon vesting, a cash payment equal to
$10.0 million
if the average closing price of CVR Energy's common stock over the
30
-trading day period from January 4, 2022 to February 15, 2022 is equal to or greater than
$60
per share. At December 31, 2017, there was approximately
$10.0 million
of total unrecognized compensation cost related to the 2017 Performance Unit Award Agreement to be recognized over a period of
4 years
.
Long-Term Incentive Plan — CVR Partners
Common Units and Phantom Units
Individuals who are eligible to receive awards under the CVR Partners, LP Long-Term Incentive Plan ("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, 2017
, 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 2015, 2016 and 2017, 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, 2017
,
2016
and
2015
is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Aggregate
Intrinsic
Value
|
|
|
|
|
|
(in millions)
|
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
|
|
Granted
|
780,372
|
|
|
3.48
|
|
|
|
Vested
|
(340,730
|
)
|
|
7.01
|
|
|
|
Forfeited
|
(23,222
|
)
|
|
6.49
|
|
|
|
Non-vested at December 31, 2017
|
1,188,206
|
|
|
$
|
4.35
|
|
|
$
|
3.9
|
|
As of
December 31, 2017
, there was approximately
$3.3 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, 2017
,
2016
and
2015
related to the awards under the CVR Partners LTIP was approximately
$1.1 million
,
$1.8 million
and
$1.3 million
, respectively.
At
December 31, 2017
and
2016
, the Nitrogen Fertilizer Partnership had a liability of
$0.7 million
and
$1.0 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, 2017
,
2016
and
2015
the Nitrogen Fertilizer Partnership paid cash of
$1.4 million
,
$2.1 million
and
$0.8 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 was 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 were 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, 2017
and
2016
related to the award was not material. As there were no remaining performance cycles related to these awards, there was
no
unrecognized compensation expense or liability associated with the phantom units at
December 31, 2017
.
On December 31, 2014, the first award of the Phantom Unit Agreement vested and a nominal amount was paid in 2015. On December 31, 2015, the second award of the Phantom Unit Agreement vested and a nominal amount was paid in 2016. On December 31, 2016, the third award of the Phantom Unit Agreement vested and nominal amount was paid in 2017. The award was fully vested at December 31, 2016 and the amount associated with the agreement was not material.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Long-Term Incentive Plan – CVR Refining
Individuals who are eligible to receive awards under the CVR Refining, LP Long-Term Incentive Plan (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 Coffeyville Resources, LLC ("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.
In 2015, 2016 and 2017, 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, 2017
,
2016
and
2015
is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Phantom Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Aggregate
Intrinsic
Value
|
|
|
|
|
|
(in millions)
|
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
|
|
Granted
|
550,172
|
|
|
12.66
|
|
|
|
Vested
|
(349,921
|
)
|
|
13.42
|
|
|
|
Forfeited
|
(118,626
|
)
|
|
13.52
|
|
|
|
Non-vested at December 31, 2017
|
986,480
|
|
|
$
|
12.03
|
|
|
$
|
16.3
|
|
As of
December 31, 2017
, there was approximately
$13.1 million
of total unrecognized compensation cost related to the awards under the CVR Refining LTIP to be recognized over a weighted-average period of
1.7 years
. Total compensation expense recorded for the years ended
December 31, 2017
,
2016
and 2015 related to the awards under the CVR Refining LTIP was
$7.4 million
,
$1.8 million
and
$4.6 million
, respectively. As of
December 31, 2017
and
2016
, the Refining Partnership had a liability of
$3.7 million
and
$1.5 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, 2017
,
2016
and 2015, the Refining Partnership paid cash of
$5.1 million
,
$2.6 million
and
$3.3 million
, respectively, to settle liability-classified phantom unit awards and associated distribution equivalent rights upon vesting.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In December 2014, the Company granted an award of
227,927
incentive units in the form of SARs to an executive of CVR Energy. In April 2015, the award granted was canceled 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. The SARs vested on December 1, 2017 and the awards had a fair value of
zero
as of December 31, 2017. Total compensation expense during the years ended
December 31, 2017
,
2016
and 2015 and the liability related to the SARs as of
December 31, 2017
and
2016
were not material.
Incentive Unit Awards
In 2015, 2016 and 2017, 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, 2017
,
2016
and
2015
is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Aggregate
Intrinsic
Value
|
|
|
|
|
|
(in millions)
|
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
|
|
Granted
|
382,648
|
|
|
12.87
|
|
|
|
Vested
|
(371,731
|
)
|
|
14.14
|
|
|
|
Forfeited
|
(219,453
|
)
|
|
12.23
|
|
|
|
Non-vested at December 31, 2017
|
779,261
|
|
|
$
|
12.14
|
|
|
$
|
12.9
|
|
As of
December 31, 2017
, there was approximately
$10.0 million
of total unrecognized compensation cost related to non-vested incentive units to be recognized over a weighted-average period of approximately
1.6 years
. Total compensation expense for the years ended
December 31, 2017
,
2016
and 2015 related to the incentive units was
$6.8 million
,
$2.3 million
and
$5.7 million
, respectively. As of
December 31, 2017
and
2016
, the Company had a liability of
$3.3 million
and
$1.9 million
, respectively, for non-vested incentive units and associated distribution equivalent rights, which is recorded in personnel accruals on the Consolidated Balance Sheets. For the years ended
December 31, 2017
,
2016
and 2015, the Company paid cash of
$5.5 million
,
$3.0 million
and
$3.9 million
, respectively, to settle liability-classified incentive unit awards and associated distribution equivalent rights upon vesting.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(5) Inventories
Inventories consisted of the following:
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2017
|
|
2016
|
|
(in millions)
|
Finished goods
|
$
|
172.0
|
|
|
$
|
151.7
|
|
Raw materials and precious metals
|
113.8
|
|
|
98.4
|
|
In-process inventories
|
22.4
|
|
|
23.9
|
|
Parts and supplies
|
77.0
|
|
|
75.2
|
|
Total Inventories
|
$
|
385.2
|
|
|
$
|
349.2
|
|
(6) Property, Plant and Equipment
Property, plant and equipment consisted of the following:
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2017
|
|
2016
|
|
(in millions)
|
Land and improvements
|
$
|
47.4
|
|
|
$
|
46.5
|
|
Buildings
|
83.3
|
|
|
64.8
|
|
Machinery and equipment
|
3,733.8
|
|
|
3,656.5
|
|
Automotive equipment
|
24.7
|
|
|
24.7
|
|
Furniture and fixtures
|
32.4
|
|
|
28.9
|
|
Leasehold improvements
|
4.6
|
|
|
3.6
|
|
Aircraft
|
3.6
|
|
|
3.6
|
|
Railcars
|
16.8
|
|
|
16.8
|
|
Construction in progress
|
56.2
|
|
|
54.2
|
|
|
4,002.8
|
|
|
3,899.6
|
|
Less: Accumulated depreciation
|
1,431.0
|
|
|
1,227.5
|
|
Total Property, plant and equipment, net
|
$
|
2,571.8
|
|
|
$
|
2,672.1
|
|
Capitalized interest recognized as a reduction in interest expense for the years ended
December 31, 2017
,
2016
and
2015
totaled approximately
$1.1 million
,
$5.4 million
and
$3.7 million
, respectively. Land, buildings and equipment that are under a capital lease obligation had an original carrying value of approximately
$24.8 million
at both
December 31, 2017
and
2016
. Amortization of assets held under capital leases is included in depreciation expense.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(7) Equity Method Investments
VPP Joint Venture
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 is a pipeline company that operates a 12-inch crude oil pipeline with a capacity of approximately
65,000
barrels per day and an estimated length of
25
miles with a connection to the Refining Partnership's Wynnewood refinery and a trucking terminal at Lowrance, Oklahoma. 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, 2017, the carrying value of CRPLLC's investment in VPP was
$6.1 million
, which is recorded in equity method investments in affiliates on the Consolidated Balance Sheets. Contributions by CRPLLC to VPP during the pipeline construction totaled
$7.0 million
, of which
$1.4 million
was contributed in the first quarter of 2017.
The pipeline commenced operations in mid-April 2017 following completion of construction. Equity income from VPP for the nine months ended
December 31, 2017
was
$0.2 million
, which is recorded in other income, net on the Consolidated Statements of Operations. For the nine months ended December 31, 2017, CRPLLC received cash distributions from VPP of
$1.1 million
.
Coffeyville Resources Refining & Marketing, LLC ("CRRM") is party to a transportation agreement with VPP for an initial term of
20 years
under which VPP provides CRRM with crude oil transportation services for crude oil purchased within a defined geographic area, and CRRM entered into a terminalling services agreement with Velocity under which it receives access to Velocity’s terminal in Lowrance, Oklahoma to unload and pump crude oil into VPP's pipeline for an initial term of
20 years
. For the nine months ended
December 31, 2017
, CRRM incurred costs of
$1.8 million
, under the transportation agreement with VPP. CRRM's crude shipments on the pipeline for the nine months ended
December 31, 2017
averaged approximately
16,000
barrels per day. As of
December 31, 2017
, the Consolidated Balance Sheets included a liability of
$0.3 million
to VPP.
Midway Joint Venture
On October 31, 2017, subsidiaries of CVR Refining and Plains All American Pipeline, L.P. ("Plains") formed a
50
/
50
joint venture, Midway Pipeline LLC ("Midway"), which acquired the approximately
100
-mile, 16-inch Cushing to Broome pipeline system from Plains. The Cushing to Broome pipeline system connects CVR Refining’s Coffeyville, Kansas, refinery to the Cushing, Oklahoma oil hub. Midway has a contract with Plains pursuant to which Plains will continue its role as operator of the pipeline. In November 2017, CVR Refining contributed
$76.0 million
to Midway and for the two months ended December 31, 2017 CVR Refining's equity income from Midway was
$0.7 million
, which is recorded in other income, net on the Consolidated Statements of Operations. As of December 31, 2017, the carrying value of CVR Refining's investment in Midway was
$76.7 million
, which is recorded in equity method investments in affiliates on the Consolidated Balance Sheets.
For the two months ended December 31, 2017, CVR Refining incurred costs of $
3.0 million
with Midway for crude oil transportation services. Crude shipments on the pipeline for the two months ended
December 31, 2017
averaged approximately
103,000
barrels per day. As of
December 31, 2017
, the Consolidated Balance Sheets included a liability of
$0.0 million
to Midway.
(8) 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.
No
impairment of goodwill was recorded for any of the periods presented.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
August 31, 2017 Interim Impairment Test
Based on a significant decline in market capitalization and lower cash flow forecasts resulting from weakened fertilizer pricing trends that occurred during the third quarter of 2017, the Nitrogen Fertilizer Partnership identified a triggering event and therefore performed an interim goodwill impairment test as of August 31, 2017.
The quantitative goodwill impairment analysis 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,
no
impairment was recorded.
The fair value of the reporting unit exceeded its carrying value by approximately
12%
based upon the results of the interim goodwill impairment test as of August 31, 2017. 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") included estimating appropriate discount rates and growth rates, and estimating 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. The Nitrogen Fertilizer Partnership also calculated fair value estimates derived from the market approach utilizing the public company market multiple method, which required assumptions about the applicability of those multiples to the Coffeyville Facility reporting unit.
November 1, 2017 Annual Impairment Test
Due to the short length of time since the August 31, 2017 interim impairment test, the Nitrogen Fertilizer Partnership elected to perform a qualitative evaluation as of November 1, 2017. The qualitative analysis included an analysis of the key drivers and other external factors that may impact the results of operations of the Nitrogen Fertilizer Partnership's Coffeyville Facility to determine if any significant events, transactions or other factors had occurred or are expected to occur that would indicate the fair value of the reporting unit was less than its carrying value. After assessing the totality of events and circumstances, it was determined that there were no events or circumstances that would have a significant negative impact to management’s estimates used in the August 31, 2017 goodwill analysis, and therefore, it was not more likely than not that the fair value of the Nitrogen Fertilizer Partnership's Coffeyville Facility was less than the carrying value. Based on the results of the tests, it was not necessary to perform the quantitative goodwill impairment analysis.
(9) Insurance Claims
On July 29, 2014, the Refining Partnership's Coffeyville refinery experienced a fire at its isomerization unit. 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. 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 had 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 received net indemnity of approximately
$1.2 million
from insurers for this incident in the first quarter of 2016. The insurance indemnity reduced direct operating expenses (exclusive of depreciation and amortization).
(10) Income Taxes
On May 19, 2012, CVR became a member of the consolidated federal tax group of American Entertainment Properties Corporation ("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, 2017
and
2016
, the Company's Consolidated Balance Sheets reflected a receivable of
$5.1 million
and a payable of
$10.6 million
, respectively, for federal income taxes due to/from AEPC. These amounts are recorded as due to/from parent in the Consolidated Balance Sheets. During the years ended
December 31, 2017
,
2016
and
2015
, the Company paid
$15.0 million
,
$45.0 million
and
$57.5 million
, respectively, to AEPC under the Tax Allocation Agreement.
Income tax expense (benefit) is comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
(in millions)
|
Current
|
|
|
|
|
|
Federal
|
$
|
(0.7
|
)
|
|
$
|
67.2
|
|
|
$
|
74.9
|
|
State
|
(22.1
|
)
|
|
(7.0
|
)
|
|
14.5
|
|
Total current
|
(22.8
|
)
|
|
60.2
|
|
|
89.4
|
|
Deferred
|
|
|
|
|
|
Federal
|
(181.4
|
)
|
|
(61.0
|
)
|
|
2.7
|
|
State
|
(12.7
|
)
|
|
(19.0
|
)
|
|
(7.6
|
)
|
Total deferred
|
(194.1
|
)
|
|
(80.0
|
)
|
|
(4.9
|
)
|
Total income tax expense (benefit)
|
$
|
(216.9
|
)
|
|
$
|
(19.8
|
)
|
|
$
|
84.5
|
|
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,
|
|
2017
|
|
2016
|
|
2015
|
|
(in millions)
|
Tax computed at federal statutory rate
|
$
|
0.0
|
|
|
$
|
(3.8
|
)
|
|
$
|
133.8
|
|
State income taxes, net of federal tax benefit
|
(15.7
|
)
|
|
(8.0
|
)
|
|
11.7
|
|
State tax incentives, net of federal tax expense
|
(6.9
|
)
|
|
(8.8
|
)
|
|
(7.2
|
)
|
Domestic production activities deduction
|
—
|
|
|
(4.3
|
)
|
|
(5.9
|
)
|
Noncontrolling interest
|
6.1
|
|
|
5.5
|
|
|
(44.9
|
)
|
Other, net
|
0.1
|
|
|
(0.4
|
)
|
|
(3.0
|
)
|
Adjustment to deferred tax assets and liabilities for enacted change in federal tax rate
|
(200.5
|
)
|
|
—
|
|
|
—
|
|
Total income tax expense (benefit)
|
$
|
(216.9
|
)
|
|
$
|
(19.8
|
)
|
|
$
|
84.5
|
|
The 2017 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 and the change in the value of the deferred tax assets and liabilities due to the reduced state tax rate. The impact of these items on the state income tax benefit, net of federal tax expense is
$(14.3) million
and
$(1.7) 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
$4.3 million
,
$5.7 million
and
$4.3 million
on a credit of approximately
$6.6 million
,
$8.7 million
and
$6.7 million
for the years ended
December 31, 2017
,
2016
and
2015
, 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
$2.6 million
,
$3.1 million
and
$2.9 million
on a credit of approximately
$4.0 million
,
$4.8 million
and
$4.4 million
for the years ended
December 31, 2017
,
2016
and
2015
, respectively, with respect to the Oklahoma Investment credits.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
As of December 31, 2017, CVR has Kansas state income tax credits of approximately
$9.3 million
, which are available to reduce future Kansas state income taxes. These credits, if not used, will expire beginning in
2032
. Additionally, CVR has Oklahoma state income tax credits of approximately
$29.8 million
which are available to reduce future Oklahoma state income taxes. These credits have an
indefinite
life.
The Company also has a net operating loss carryforward of
$27.5 million
. The loss, if not used, will expire in 2037.
The income tax benefit for the year ended December 31, 2017 was favorably impacted as a result of the Tax Cuts and Jobs Act (“TCJA”) legislation that was signed into law in December 2017, reducing the federal income tax rate from
35%
to
21%
beginning in 2018. The Company is required to reflect the impact of tax law changes in its consolidated financial statements in the period of enactment. As a result, our net deferred tax liabilities at December 31, 2017 were remeasured to reflect the lower tax rate that will be in effect for the years in which the deferred tax assets and liabilities will be realized. A benefit of approximately
$200.5
million was recognized as a result of the remeasurement.
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, 2017
and
2016
are as follows:
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2017
|
|
2016
|
|
(in millions)
|
Deferred income tax assets:
|
|
|
|
Personnel accruals
|
$
|
—
|
|
|
$
|
1.3
|
|
State tax credit carryforward, net
|
11.3
|
|
|
10.5
|
|
Net operating loss carryforward
|
7.2
|
|
|
—
|
|
Other
|
—
|
|
|
0.1
|
|
Total gross deferred income tax assets
|
18.5
|
|
|
11.9
|
|
Deferred income tax liabilities:
|
|
|
|
Personnel accruals
|
(1.2
|
)
|
|
—
|
|
Property, plant, and equipment
|
(2.1
|
)
|
|
(3.8
|
)
|
Investment in CVR Partners
|
(54.6
|
)
|
|
(89.2
|
)
|
Investment in CVR Refining
|
(345.3
|
)
|
|
(497.8
|
)
|
Prepaid expenses
|
(0.2
|
)
|
|
(0.3
|
)
|
Other
|
(1.0
|
)
|
|
(0.7
|
)
|
Total gross deferred income tax liabilities
|
(404.4
|
)
|
|
(591.8
|
)
|
Net deferred income tax liabilities
|
$
|
(385.9
|
)
|
|
$
|
(579.9
|
)
|
In assessing the realizability of deferred tax assets including net operating loss and 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, 2017
and
2016
.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
A reconciliation of the unrecognized tax benefits for the years ended
December 31, 2017
,
2016
and
2015
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
(in millions)
|
Balance beginning of year
|
$
|
44.1
|
|
|
$
|
49.0
|
|
|
$
|
55.5
|
|
Increase based on prior year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
Decrease based on prior year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
Increases in current year tax positions
|
—
|
|
|
—
|
|
|
9.8
|
|
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
Reductions related to expirations of statute of limitations
|
(15.4
|
)
|
|
(4.9
|
)
|
|
(16.3
|
)
|
Balance end of year
|
$
|
28.7
|
|
|
$
|
44.1
|
|
|
$
|
49.0
|
|
Included in the balance of unrecognized tax benefits as of
December 31, 2017
,
2016
and
2015
are
$22.7 million
,
$28.7 million
and
$31.8 million
, respectively, of tax benefits that, if recognized, would affect the effective tax rate. Approximately
$15.4 million
of the unrecognized tax positions relating to state tax credits were recognized in
2017
as a result of a lapse of statute of limitations. 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. Additionally, the Company believes that it is reasonably possible that approximately
$5.8 million
of its unrecognized tax positions relating to state tax credits may be recognized by the end of 2018 as a result of a lapse of the statute of limitations. Approximately
$25.8 million
and
$25.7 million
of unrecognized tax benefits were netted with deferred tax asset carryforwards as of
December 31, 2017
and
2016
, 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 benefit of approximately
$7.0 million
during
2017
and has recognized a liability for interest of approximately
$1.0 million
as of
December 31, 2017
. In
2016
, CVR recognized interest expense of approximately
$0.5 million
and had 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
.
No
penalties were recognized during 2017, 2016 or
2015
.
At
December 31, 2017
, the Company's tax filings are generally open to examination in the United States for the tax years ended
December 31, 2014
through
December 31, 2016
and in various individual states for the tax years ended December 31, 2013 through
December 31, 2016
.
(11) Long-Term Debt
Long-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
(in millions)
|
6.5% Senior Notes due 2022
|
$
|
500.0
|
|
|
$
|
500.0
|
|
9.25% Senior Secured Notes due 2023
|
645.0
|
|
|
645.0
|
|
6.5% Senior Notes due 2021
|
2.2
|
|
|
2.2
|
|
Capital lease obligations
|
45.0
|
|
|
46.9
|
|
Total debt
|
1,192.2
|
|
|
1,194.1
|
|
Unamortized debt issuance cost
|
(12.2
|
)
|
|
(14.2
|
)
|
Unamortized debt discount
|
(13.5
|
)
|
|
(15.3
|
)
|
Current portion of capital lease obligations
|
(2.1
|
)
|
|
(1.8
|
)
|
Long-term debt, net of current portion
|
$
|
1,164.4
|
|
|
$
|
1,162.8
|
|
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2022 Senior Notes
On October 23, 2012, CVR Refining, LLC ("Refining LLC") and Coffeyville Finance Inc. ("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 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 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 indenture governing the 2022 Notes imposes covenants that restrict the ability of the issuers and subsidiary guarantors to (i) issue debt, (ii) incur or otherwise cause liens to exist on any of their property or assets, (iii) declare or pay dividends, repurchase equity, or make payments on subordinated or unsecured debt, (iv) make certain investments, (v) sell certain assets, (vi) merge, consolidate with or into another entity, or sell all or substantially all of their assets, and (vii) enter into certain transactions with affiliates. Most of the foregoing covenants would cease to apply at such time that the 2022 Notes are rated investment grade by both Standard & Poor's Financial Services LLC and Moody's Investors Service, Inc. However, such covenants would be reinstituted if the 2022 Notes subsequently lost their investment grade rating. In addition, the indenture contains customary events of default, the occurrence of which would result in, or permit the trustee or the holders of at least
25%
of the 2022 Notes to cause, the acceleration of the 2022 Notes, in addition to the pursuit of other available remedies.
The indenture governing the 2022 Notes prohibits the Refining Partnership from making distributions to its unitholders if any default or event of default (as defined in the indenture) exists. In addition, the indenture limits the Refining Partnership's ability to pay distributions to unitholders. The covenants will apply differently depending on the Refining Partnership's fixed charge coverage ratio (as defined in the indenture). If the fixed charge coverage ratio is not less than
2.5 to 1.0
, the Refining Partnership will generally be permitted to make restricted payments, including distributions to its unitholders, without substantive restriction. If the fixed charge coverage ratio is less than
2.5 to 1.0
, the Refining Partnership will generally be permitted to make restricted payments, including distributions to its unitholders, up to an aggregate
$100.0 million
basket plus certain other amounts referred to as "incremental funds" under the indenture. The Refining Partnership was in compliance with the covenants as of
December 31, 2017
, and the ratio was satisfied (not less than
2.5
to 1.0).
Included in other current liabilities on the Consolidated Balance Sheets is accrued interest payable totaling approximately
$5.4 million
as of both
December 31, 2017
and
2016
related to the 2022 Notes. At
December 31, 2017
, the estimated fair value of the 2022 Notes was approximately
$515.0 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)
Amended and Restated Asset Based (ABL) Credit Facility
On November 14, 2017, CRLLC, CVR Refining, Refining LLC and each of the operating subsidiaries of Refining LLC (collectively, the "Credit Parties") entered into Amendment No. 1 to the Amended and Restated ABL Credit Agreement (the "Amendment") with a group of lenders and Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent and collateral agent. The Amendment amends certain provisions of the Amended and Restated ABL Credit Agreement, dated December 20, 2012, by and among Wells Fargo, the group of lenders party thereto and the Credit Parties (the "Existing Credit Agreement" and as amended by the Amendment, the "Amended and Restated ABL Credit Facility"), which was otherwise schedule to mature on December 20, 2017. The Amended and Restated ABL Credit Facility is scheduled to mature on November 14, 2022.
The Amended and Restated ABL Credit Facility is a
$400.0 million
asset-based revolving credit facility, with sub-limits for letters of credit and swingline loans of $
60.0 million
and
$40.0 million
, respectively. The Amended and Restated ABL Credit Facility also includes a
$200.0 million
uncommitted incremental facility. The Amended and Restated ABL Credit Facility permits the payment of distributions, subject to the following conditions: (i) no default or event of default exists, (ii) excess availability exceeds
15%
of the lesser of the borrowing base and the total commitments, and (iii) the fixed charge coverage ratio for the immediately preceding twelve-month period shall be equal to or greater than
1.00
to 1.00. The Amended and Restated ABL Credit Facility has a
five
-year maturity and may be used for working capital and other general corporate purposes (including permitted acquisitions).
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)
1.50%
for
LIBOR
borrowings and (b)
0.50%
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)
1.75%
for
LIBOR
borrowings and (b)
0.75%
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)
0.375%
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)
0.25%
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.
The lenders under the Amended and Restated ABL Credit Facility were granted a perfected, first priority security interest (subject to certain customary exceptions) in the ABL Priority Collateral (as defined in the ABL Intercreditor Agreement) and a second priority lien (subject to certain customary exceptions) and security interest in the Note Priority Collateral (as defined in the ABL Intercreditor Agreement).
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, investments and loans, enter into affiliate transactions, issue equity interests, or create subsidiaries and unrestricted subsidiaries. The Amended and Restated ABL Credit 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, 2017
.
In connection with the Amended and Restated ABL Credit Facility, CRLLC and its subsidiaries incurred lender and other third-party costs of approximately
$1.6 million
for the year ended December 31, 2017, 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
$0.1 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.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
As of
December 31, 2017
, the Refining Partnership had availability under the Amended and Restated ABL Credit Facility of
$337.7 million
and had letters of credit outstanding of approximately
$28.4 million
. There were
no
borrowings outstanding under the Amended and Restated ABL Credit Facility as of
December 31, 2017
. Availability under the Amended and Restated ABL Credit Facility was limited by borrowing base conditions as of
December 31, 2017
.
2023 Senior Secured Notes
On June 10, 2016, CVR Partners and CVR Nitrogen Finance Corporation ("CVR Nitrogen Finance"), 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. 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 repurchase of substantially all of the 2021 Notes (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. In addition, the indenture contains customary events of default, the occurrence of which would result in, or permit the trustee or the holders of at least
25%
of the
2023
Notes to cause, the acceleration of the
2023
Notes, in addition to the pursuit of other available remedies.
The indenture governing the 2023 Notes prohibits the Nitrogen Fertilizer Partnership from making distributions to unitholders if any default or event of default (as defined in the indenture) exists. In addition, the indenture limits the Nitrogen Fertilizer Partnership's ability to pay distributions to unitholders. The covenants will apply differently depending on the Partnership's fixed charge coverage ratio (as defined in the indenture). If the fixed charge coverage ratio is not less than
1.75
to 1.0, the Nitrogen Fertilizer Partnership will generally be permitted to make restricted payments, including distributions to its unitholders, without substantive restriction. If the fixed charge coverage ratio is less than
1.75
to 1.0, the Nitrogen Fertilizer Partnership will generally be permitted to make restricted payments, including distributions to our unitholders, up to an aggregate
$75.0
million basket plus certain other amounts referred to as "incremental funds" under
the indenture. As of
December 31, 2017
, the ratio was less than
1.75
to 1.0. Restricted payments have been made, and
$72.7 million
of the basket was available as of December 31, 2017. As of
December 31, 2017
, 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, 2017
related to the 2023 Notes. At
December 31, 2017
, the estimated fair value of the 2023 Notes was approximately
$694.2 million
. This estimate of fair value is Level 2 as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2021 Notes
The
$320.0 million
aggregate principal amount of
6.5%
Senior Notes due
2021
(the "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. The substantial majority of the 2021 Notes were repurchased in 2016. During year ended December 31, 2016, the Nitrogen Fertilizer Partnership recognized a loss on debt extinguishment of
$4.9 million
. As of
December 31, 2017
and 2016,
$2.2 million
of principal amount of the 2021 Notes remained outstanding and accrued interest was nominal.
Asset Based (ABL) Credit Facility
On
September 30, 2016
, the Nitrogen Fertilizer Partnership entered into a senior secured asset based revolving credit facility (the "ABL Credit Facility") with a group of lenders and UBS AG, Stamford Branch ("UBS"), as administrative agent and collateral agent. The ABL Credit Facility has an aggregate principal amount of availability of up to
$50.0 million
with an incremental facility, which permits an increase in borrowings of up to
$25.0 million
in the aggregate subject to additional lender commitments and certain other conditions. The 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%
of the total facility commitment and
$5.0 million
for swingline loans and
$10.0 million
for letters of credit. The ABL Credit Facility is scheduled to mature on September 30, 2021.
At the option of the borrowers, loans under the ABL Credit Facility initially bear interest at an annual rate equal to (i)
2.00%
plus LIBOR or (ii)
1.00%
plus a base rate, subject to a
0.50%
step-down based on the previous quarter’s excess availability. The borrowers must also pay a commitment fee on the unutilized commitments and also pay customary letter of credit fees.
The ABL Credit Facility also contains customary covenants for a financing of this type that limit the ability of the 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, 2017
.
In connection with the ABL Credit Facility, the 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, 2017
, the Nitrogen Fertilizer Partnership and its subsidiaries had availability under the ABL Credit Facility of
$43.8 million
. There were
no
borrowings outstanding under the ABL Credit Facility as of
December 31, 2017
. Availability under the ABL Credit Facility was limited by borrowing base conditions as of
December 31, 2017
.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Nitrogen Fertilizer Partnership Credit Facility
On April 13, 2011, CRNF, as borrower, and CVR Partners, as guarantor, entered into a credit facility with a group of lenders including Goldman Sachs Lending Partners LLC, as administrative and collateral agent (the "Credit Agreement"). The Credit Agreement 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
. At March 31, 2016, the effective rate of the term loan was approximately
3.98%
. On April 1, 2016, the Partnership repaid all amounts outstanding under the Credit Agreement and the Credit Agreement was terminated.
Deferred Financing Costs
For the years ended
December 31, 2017
,
2016
and
2015
, amortization of deferred financing costs reported as interest expense and other financing costs totaled approximately
$4.8 million
,
$3.6 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 relate to the Magellan Pipeline Terminals, L.P. ("Magellan Pipeline") and Excel Pipeline LLC ("Excel Pipeline"). The underlying assets and related depreciation are 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
142 months
remaining of its term and will expire in September 2029. The financing arrangement, which relates to the Magellan Pipeline terminals, bulk terminal and loading facility, has
141 months
remaining of its lease term and will expire in September 2029. As of
December 31, 2017
, the outstanding obligation associated with these arrangements totaled approximately
$45.0 million
, of which
$42.9 million
is included in long-term liabilities and
$2.1 million
is included in current liabilities in the Consolidated Balance Sheets.
Future payments required under capital lease at
December 31, 2017
are as follows:
|
|
|
|
|
Year Ending December 31,
|
Capital Lease
|
|
(in millions)
|
2018
|
$
|
6.5
|
|
2019
|
6.5
|
|
2020
|
6.5
|
|
2021
|
6.5
|
|
2022
|
6.5
|
|
Thereafter
|
44.2
|
|
Total future payments
|
76.7
|
|
Less: amount representing interest
|
31.7
|
|
Present value of future minimum payments
|
45.0
|
|
|
|
Less: current portion
|
2.1
|
|
Long-term portion
|
$
|
42.9
|
|
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(12) 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.
The following is a summary of the quarterly and special dividends paid to stockholders during the years ended
December 31, 2017
and
2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
Total Dividends
Paid in 2017
|
|
(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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
(13) Earnings Per Share
The computations of the basic and diluted earnings per share for the years ended
December 31, 2017
,
2016
and
2015
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
(in millions, except per share data)
|
Net income attributable to CVR Energy stockholders
|
$
|
234.4
|
|
|
$
|
24.7
|
|
|
$
|
169.6
|
|
|
|
|
|
|
|
Weighted-average shares of common stock outstanding - Basic and Diluted
|
86.8
|
|
|
86.8
|
|
|
86.8
|
|
|
|
|
|
|
|
Basic and Diluted earnings per share
|
$
|
2.70
|
|
|
$
|
0.28
|
|
|
$
|
1.95
|
|
There were
no
dilutive awards outstanding during the years ended
December 31, 2017
,
2016
and
2015
as all unvested awards under the LTIP were liability-classified awards. See
Note 4 ("Share-Based Compensation")
.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(14) 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
$8.5 million
,
$8.1 million
and
$7.3 million
for the years ended
December 31, 2017
,
2016
and
2015
, 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 was sponsored by CVR Nitrogen GP, LLC. On May 1, 2017, the Union Plan was merged into the CVR Energy 401(k) Plan for Represented Employees. Contributions under the Union Plan were not material.
(15) 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)
|
2018
|
$
|
7.4
|
|
|
$
|
165.0
|
|
2019
|
6.5
|
|
|
124.3
|
|
2020
|
5.9
|
|
|
100.6
|
|
2021
|
5.3
|
|
|
89.8
|
|
2022
|
4.8
|
|
|
84.7
|
|
Thereafter
|
2.4
|
|
|
542.7
|
|
|
$
|
32.3
|
|
|
$
|
1,107.1
|
|
_______________________________________
|
|
(1)
|
This amount includes approximately
$698.6 million
payable ratably over
13
years pursuant to petroleum transportation service agreements between 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, 2017
, 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
20
years on TransCanada's Keystone pipeline system.
|
CVR leases equipment, including railcars and real properties, under long-term operating leases expiring at various dates through 2035. For the years ended
December 31, 2017
,
2016
and
2015
, lease expense totaled approximately
$7.6 million
,
$8.2 million
and
$8.7 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, 2017
,
2016
and
2015
, total expense of
$209.4 million
,
$150.5 million
and
$135.9 million
, respectively, was incurred related to long-term commitments.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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, 2018.
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.
The U.S. Attorney’s office for the Southern District of New York contacted CVR Energy in September 2017 seeking production of information pertaining to our, CVR Refining’s and Mr. Carl C. Icahn’s activities relating to the RFS and Mr. Icahn’s role as an advisor to the President. We are cooperating with the request and are providing information in response to the subpoena. The U.S. Attorney’s office has not made any claims or allegations against us or Mr. Icahn. We maintain a strong compliance program and, while no assurances can be made, we do not believe this inquiry will have a material impact on our business, financial condition, results of operations or cash flows.
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.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 U.S. Environmental Protection Agency ("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, all of which have been completed.
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. CRRM has completed the implementation of the recommendations of several audits required by the RMP Consent Decree, which were related to compliance with RMP requirements.
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 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, OPA 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 fertilizer 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.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 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
$0.2 million
of the preliminary assessed civil penalty in September 2016, and contested and requested mitigation of the remainder, and also requested reconsideration of the proposed compliance order. In November 2017, CRCT received a final order from PHMSA assessing a revised civil penalty of approximately
$0.5 million
. CRCT paid the remaining
$0.3 million
in civil penalty and has completed all items required by the compliance order.
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, 2017
and
2016
, environmental accruals of approximately
$3.9 million
and
$4.8 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
$1.3 million
and
$0.2 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, 2017
and
2016
, respectively. The accruals include estimated closure and post-closure costs of approximately
$0.4 million
for
two
landfills at
December 31, 2017
and
2016
.
The estimated future payments for these required obligations are as follows:
|
|
|
|
|
Year Ending December 31,
|
Amount
|
|
(in millions)
|
2018
|
$
|
2.9
|
|
2019
|
1.1
|
|
2020
|
—
|
|
2021
|
—
|
|
2022
|
—
|
|
Thereafter
|
—
|
|
Undiscounted total
|
4.0
|
|
Less amounts representing interest at 1.98%
|
0.1
|
|
Accrued environmental liabilities at December 31, 2017
|
$
|
3.9
|
|
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.
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 were required to be in compliance with the more stringent emission standards as of January 1, 2017; however, compliance with the rule was 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 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 new standard.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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. 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 renewable fuel volume mandates approached and exceeded 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 is blended into transportation fuel.
In December 2015, 2016 and 2017, the EPA published in the Federal Register final rules establishing the renewable fuel volume mandates for 2016, 2017 and 2018, and the biomass-based diesel volume mandates for 2017, 2018 and 2019, respectively. 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 in each rulemaking, but its decision to do so for the 2014-2016 compliance years was challenged in the U.S. Court of Appeals for the District of Columbia Circuit ("D.C. Circuit"). In a July 2017 decision, the D.C. Circuit rejected all challenges to the 2014-2016 compliance years rule except for one, vacated the EPA’s decision to reduce the total renewable fuel volume requirements for 2016 through use of its “inadequate domestic supply” waiver authority, and remanded the rule to the EPA for further consideration. The EPA has not yet proposed a new rule establishing the volume requirements for 2016 following the D.C. Circuit’s opinion. In addition to establishing the renewable volume obligations, the EPA has articulated a policy that high RINs prices incentivize additional investments in renewable fuel blending and distribution infrastructure.
RINs expense for the years ended
December 31, 2017
,
2016
and
2015
was approximately
$249.0 million
,
$205.9 million
and
$123.9 million
, respectively. As of
December 31, 2017
and
2016
, CVR Refining's biofuel blending obligation was approximately
$28.3 million
and
$186.3 million
, respectively, which is recorded in other current liabilities in the Consolidated Balance Sheets. The price of RINs has been extremely volatile 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, nitrogen oxides and particulate matter from its fluid catalytic cracking unit ("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.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 National Emission Standard for Hazardous Air Pollutants ("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 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. The additional incremental capital expenditures associated with the Second Consent Decree are expected to be approximately
$0.7 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
$4.2 million
.
Environmental expenditures are capitalized when such expenditures are expected to result in future economic benefits. For the years ended
December 31, 2017
,
2016
and
2015
, capital expenditures were approximately
$15.6 million
,
$17.2 million
and
$35.7 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 was no 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 the Occupational Safety and Health Administration ("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.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Affiliate Pension Obligations
Mr. Carl C. 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, 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, 2017
. If the ACF and Federal-Mogul plans were voluntarily terminated, they would be collectively underfunded by approximately
$423.7 million
and
$613.4 million
as of
December 31, 2017
and
2016
, 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.
(16) Fair Value Measurements
In accordance with FASB ASC Topic 820 —
Fair Value Measurements and Disclosures
("ASC 820"), the Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business.
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 or 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, 2017
and
2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
(in millions)
|
Location and Description
|
|
|
|
|
|
|
|
Cash equivalents
|
$
|
15.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.2
|
|
Other current assets (investments)
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Total Assets
|
$
|
15.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.3
|
|
Other current liabilities (derivative agreements)
|
$
|
—
|
|
|
$
|
(64.3
|
)
|
|
$
|
—
|
|
|
$
|
(64.3
|
)
|
Other current liabilities (biofuel blending obligation)
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
Total Liabilities
|
$
|
—
|
|
|
$
|
(65.3
|
)
|
|
$
|
—
|
|
|
$
|
(65.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Total Assets
|
$
|
15.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.9
|
|
Other current liabilities (derivative agreements)
|
$
|
—
|
|
|
$
|
(11.1
|
)
|
|
$
|
—
|
|
|
$
|
(11.1
|
)
|
Other current liabilities (biofuel blending obligation & benzene obligation)
|
—
|
|
|
(187.0
|
)
|
|
—
|
|
|
(187.0
|
)
|
Total Liabilities
|
$
|
—
|
|
|
$
|
(198.1
|
)
|
|
$
|
—
|
|
|
$
|
(198.1
|
)
|
As of
December 31, 2017
and
2016
, 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 11 ("Long-Term Debt")
. The Refining Partnership's commodity derivative contracts, the 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 Company had
no
transfers of assets or liabilities between any of the above levels during the year ended
December 31, 2017
.
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 was 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)
(17) Derivative Financial Instruments
Current period settlements on derivative contracts and Loss on derivatives, net were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
(in millions)
|
Current period settlement on derivative contracts
|
$
|
(16.6
|
)
|
|
$
|
36.4
|
|
|
$
|
(26.0
|
)
|
Loss on derivatives, net
|
(69.8
|
)
|
|
(19.4
|
)
|
|
(28.6
|
)
|
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 under GAAP. 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, 2017
or
2016
. For the years ended
December 31, 2017
,
2016
and
2015
, the Refining Partnership recognized a net loss of
$0.5 million
, a net loss of
$0.5 million
, and a net gain of
$3.2 million
, respectively, which are recorded in loss on derivatives, net in the Consolidated Statements of Operations.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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. 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, 2017
, the Refining Partnership had open commodity swap instruments consisting of
7.1 million
barrels of 2-1-1 crack spreads,
3.6 million
barrels of distillate crack spreads, and
3.6 million
barrels of gasoline crack spreads. Additionally, as of
December 31, 2017
, CVR Refining had open forward purchase and sale commitments for
5.8 million
barrels of Canadian crude oil priced at fixed differentials that are not considered probable of physical settlement and are accounted for as derivatives at
December 31, 2017
. At
December 31, 2016
, the Refining Partnership had open commodity hedging instruments consisting of
4.0 million
barrels of crack spreads, 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 purchases or the basis on a portion of its future product sales. The fair value of the outstanding contracts at
December 31, 2017
was a net unrealized loss of
$64.3 million
, of which the entire balance is included in other current liabilities. The fair value of the outstanding contracts at
December 31, 2016
was a net
unrealized loss
of
$11.1 million
, of which entire balance is included in other current liabilities. For the years ended
December 31, 2017
,
2016
and
2015
, the Refining Partnership recognized a net loss of
$69.3 million
,
$18.9 million
and
$36.4 million
, respectively, which are recorded in loss on derivatives, net in the Consolidated Statements of Operations.
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, 2017
, 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 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 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.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The offsetting assets and liabilities for the Refining Partnership's derivatives as of
December 31, 2017
and
2016
are recorded as current assets and current liabilities in prepaid expenses and other current assets and accrued expenses and other current liabilities, respectively, in the Consolidated Balance Sheets as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2017
|
Description
|
Gross
Current Assets
|
|
Gross
Amounts
Offset
|
|
Net
Current Assets
Presented
|
|
Cash
Collateral
Not Offset
|
|
Net
Amount
|
|
(in millions)
|
Commodity Swaps
|
$
|
7.0
|
|
|
$
|
(7.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
7.0
|
|
|
$
|
(7.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2017
|
Description
|
Gross
Current Liabilities
|
|
Gross
Amounts
Offset
|
|
Net
Current Liabilities
Presented
|
|
Cash
Collateral
Not Offset
|
|
Net
Amount
|
|
(in millions)
|
Commodity Swaps
|
$
|
71.3
|
|
|
$
|
(7.0
|
)
|
|
$
|
64.3
|
|
|
$
|
—
|
|
|
$
|
64.3
|
|
Total
|
$
|
71.3
|
|
|
$
|
(7.0
|
)
|
|
$
|
64.3
|
|
|
$
|
—
|
|
|
$
|
64.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
(18) 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, 2017
, IEP owned approximately
82%
of all common shares outstanding.
Railcar Lease Agreements and Maintenance
The Nitrogen Fertilizer Partnership has agreements to lease a total of
115
UAN railcars from American Railcar Leasing, LLC ("ARL"), a company controlled by IEP. The lease agreements will expire in 2023. In the second quarter of 2017, the Nitrogen Fertilizer Partnership entered into an agreement to lease an additional
70
UAN railcars from ARL which will expire in 2022. The Nitrogen Fertilizer Partnership received the additional
70
leased railcars during the second half of 2017. For the year ended
December 31, 2017
and
2016
, rent expense of approximately
$1.0 million
and
$0.3 million
, respectively, was recorded in cost of materials and other in the Consolidated Statements of Operations related to these agreements.
American Railcar Industries, Inc. a company controlled by IEP, performed railcar maintenance for the Nitrogen Fertilizer Partnership and the expense associated with this maintenance was approximately
$0.2 million
for the year ended
December 31, 2017
and was included in cost of materials and other in the Consolidated Statement of Operations.
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 10 ("Income Taxes")
for a discussion of related party transactions under the Tax Allocation Agreement.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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
,
$0.2 million
and
$0.1 million
during the years ended
December 31, 2017
,
2016
and
2015
, 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 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 terminated the CRLLC Facility.
Joint Venture Agreements
The Refining Partnership holds a
40%
and
50%
interest in the VPP and Midway joint ventures, respectively. The joint ventures provide the Refining Partnership with crude oil transportation services. Refer to
Note 7 ("Equity Method Investments")
for additional discussion of the joint ventures.
(19) Business Segments
Operating segments are defined in FASB ASC Topic 280 -
Segment Reporting
, as components of an enterprise about which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company measures segment profit as operating income for petroleum and nitrogen fertilizer, CVR's
two
reporting segments. All intercompany transactions are eliminated in the other segment as described below. All operations of the segments are located within the United States.
Petroleum
Principal products of the petroleum segment include gasoline, diesel fuel, jet fuel, natural gas liquids, asphalt and petroleum refining by-products, including petroleum coke, which are sold to retailers, petroleum jobbers, railroads and other refiners/marketers. The petroleum segment also sells hydrogen and petroleum coke to the nitrogen fertilizer segment pursuant to separate intercompany agreements. Intercompany sales included in petroleum net sales are eliminated in consolidation.
The petroleum segment may also purchase hydrogen from the nitrogen fertilizer segment under an intercompany feedstock and shared services agreement. Receipts of hydrogen from the nitrogen fertilizer segment are reported in petroleum cost of materials and other and are eliminated in consolidation.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Nitrogen Fertilizer
The principal product of the nitrogen fertilizer segment is nitrogen fertilizer. Nitrogen fertilizer is used by farmers to improve the yield and quality of their crops, primarily corn and wheat. The nitrogen fertilizer segment principally produces UAN. The nitrogen fertilizer segment’s product sales are sold on a wholesale basis in North America. Intercompany sales to the petroleum segment are primarily hydrogen sales pursuant to the feedstock and shared services agreement. The nitrogen fertilizer segment also receives income from subleasing railcars to the petroleum segment’s refineries. All intercompany sales included in nitrogen fertilizer net sales are eliminated in consolidation.
As described above, the nitrogen fertilizer segment purchases hydrogen and petroleum coke from the petroleum segment. Receipts of hydrogen and petroleum coke from the petroleum segment are reported in nitrogen fertilizer cost of materials and other and are eliminated in consolidation.
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,
|
|
2017
|
|
2016
|
|
2015
|
|
(in millions)
|
Net sales
|
|
|
|
|
|
Petroleum
|
$
|
5,664.2
|
|
|
$
|
4,431.3
|
|
|
$
|
5,161.9
|
|
Nitrogen Fertilizer
|
330.8
|
|
|
356.3
|
|
|
289.2
|
|
Intersegment elimination
|
(6.6
|
)
|
|
(5.2
|
)
|
|
(18.6
|
)
|
Total
|
$
|
5,988.4
|
|
|
$
|
4,782.4
|
|
|
$
|
5,432.5
|
|
Cost of materials and other
|
|
|
|
|
|
Petroleum
|
$
|
4,804.7
|
|
|
$
|
3,759.2
|
|
|
$
|
4,143.6
|
|
Nitrogen Fertilizer
|
84.9
|
|
|
93.7
|
|
|
65.2
|
|
Intersegment elimination
|
(6.7
|
)
|
|
(5.4
|
)
|
|
(18.4
|
)
|
Total
|
$
|
4,882.9
|
|
|
$
|
3,847.5
|
|
|
$
|
4,190.4
|
|
Direct operating expenses (exclusive of depreciation and amortization)
|
|
|
|
|
|
Petroleum
|
$
|
443.8
|
|
|
$
|
393.4
|
|
|
$
|
478.5
|
|
Nitrogen Fertilizer
|
155.5
|
|
|
148.3
|
|
|
106.1
|
|
Other
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
Total
|
$
|
599.5
|
|
|
$
|
541.8
|
|
|
$
|
584.7
|
|
Depreciation and amortization
|
|
|
|
|
|
Petroleum
|
$
|
133.1
|
|
|
$
|
129.0
|
|
|
$
|
130.2
|
|
Nitrogen Fertilizer
|
74.0
|
|
|
58.2
|
|
|
28.4
|
|
Other
|
6.9
|
|
|
5.9
|
|
|
5.5
|
|
Total
|
$
|
214.0
|
|
|
$
|
193.1
|
|
|
$
|
164.1
|
|
Operating income (loss)
|
|
|
|
|
|
Petroleum
|
$
|
203.8
|
|
|
$
|
77.8
|
|
|
$
|
361.7
|
|
Nitrogen Fertilizer
|
(9.2
|
)
|
|
26.8
|
|
|
68.7
|
|
Other
|
(16.8
|
)
|
|
(13.7
|
)
|
|
(8.8
|
)
|
Total
|
$
|
177.8
|
|
|
$
|
90.9
|
|
|
$
|
421.6
|
|
Capital expenditures
|
|
|
|
|
|
Petroleum
|
$
|
99.7
|
|
|
$
|
102.3
|
|
|
$
|
194.7
|
|
Nitrogen fertilizer
|
14.5
|
|
|
23.2
|
|
|
17.0
|
|
Other
|
4.4
|
|
|
7.2
|
|
|
7.0
|
|
Total
|
$
|
118.6
|
|
|
$
|
132.7
|
|
|
$
|
218.7
|
|
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
(in millions)
|
Total assets
|
|
|
|
|
|
Petroleum
|
$
|
2,269.9
|
|
|
$
|
2,331.9
|
|
|
$
|
2,189.0
|
|
Nitrogen Fertilizer
|
1,234.3
|
|
|
1,312.2
|
|
|
536.3
|
|
Other
|
302.5
|
|
|
406.1
|
|
|
574.1
|
|
Total
|
$
|
3,806.7
|
|
|
$
|
4,050.2
|
|
|
$
|
3,299.4
|
|
Goodwill
|
|
|
|
|
|
Petroleum
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Nitrogen Fertilizer
|
41.0
|
|
|
41.0
|
|
|
41.0
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
$
|
41.0
|
|
|
$
|
41.0
|
|
|
$
|
41.0
|
|
(20) Major Customers and Suppliers
Sales to major customers as a percentage of the respective segment's sales were as follows:
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
Petroleum
|
|
|
|
|
|
Customer A
|
19
|
%
|
|
15
|
%
|
|
14
|
%
|
Nitrogen Fertilizer
|
|
|
|
|
|
Customer B
|
5
|
%
|
|
10
|
%
|
|
10
|
%
|
Customer C
|
11
|
%
|
|
10
|
%
|
|
14
|
%
|
|
16
|
%
|
|
20
|
%
|
|
24
|
%
|
The petroleum segment obtained crude oil from
one
third-party supplier under a long-term supply agreement during
2017
,
2016
and
2015
. 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,
|
|
2017
|
|
2016
|
|
2015
|
Petroleum
|
|
|
|
|
|
Supplier A
|
55
|
%
|
|
61
|
%
|
|
61
|
%
|
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(21) Selected Quarterly Financial Information (unaudited)
Summarized quarterly financial data for
December 31, 2017
and
2016
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017
|
|
Quarter
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
(in millions, except per share data)
|
Net sales
|
$
|
1,507.1
|
|
|
$
|
1,434.4
|
|
|
$
|
1,453.8
|
|
|
$
|
1,593.1
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
Cost of materials and other
|
1,221.2
|
|
|
1,228.6
|
|
|
1,132.4
|
|
|
1,300.7
|
|
Direct operating expenses (exclusive of depreciation and amortization as reflected below)
|
138.1
|
|
|
124.2
|
|
|
161.1
|
|
|
176.1
|
|
Depreciation and amortization
|
48.6
|
|
|
51.7
|
|
|
51.3
|
|
|
51.7
|
|
Cost of sales
|
1,407.9
|
|
|
1,404.5
|
|
|
1,344.8
|
|
|
1,528.5
|
|
Selling, general and administrative (exclusive of depreciation and amortization as reflected below)
|
29.1
|
|
|
26.3
|
|
|
27.3
|
|
|
31.5
|
|
Depreciation and amortization
|
2.5
|
|
|
2.3
|
|
|
2.8
|
|
|
3.1
|
|
Total operating costs and expenses
|
1,439.5
|
|
|
1,433.1
|
|
|
1,374.9
|
|
|
1,563.1
|
|
Operating income
|
67.6
|
|
|
1.3
|
|
|
78.9
|
|
|
30.0
|
|
Other income (expense):
|
|
|
|
|
|
|
|
Interest expense and other financing costs
|
(27.0
|
)
|
|
(27.6
|
)
|
|
(27.6
|
)
|
|
(27.9
|
)
|
Interest income
|
0.2
|
|
|
0.3
|
|
|
0.2
|
|
|
0.4
|
|
Gain (loss) on derivatives, net
|
12.2
|
|
|
—
|
|
|
(17.0
|
)
|
|
(65.0
|
)
|
Other income, net
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.9
|
|
Total other expense
|
(14.6
|
)
|
|
(27.2
|
)
|
|
(44.4
|
)
|
|
(91.6
|
)
|
Income (loss) before income taxes
|
53.0
|
|
|
(25.9
|
)
|
|
34.5
|
|
|
(61.6
|
)
|
Income tax expense (benefit)
|
14.8
|
|
|
(6.6
|
)
|
|
9.2
|
|
|
(234.3
|
)
|
Net income (loss)
|
38.2
|
|
|
(19.3
|
)
|
|
25.3
|
|
|
172.7
|
|
Less: Net income (loss) attributable to noncontrolling interest
|
16.0
|
|
|
(8.8
|
)
|
|
3.1
|
|
|
(27.8
|
)
|
Net income (loss) attributable to CVR Energy stockholders
|
$
|
22.2
|
|
|
$
|
(10.5
|
)
|
|
$
|
22.2
|
|
|
$
|
200.5
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per share
|
$
|
0.26
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.26
|
|
|
$
|
2.31
|
|
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, 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
|
|
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
|
|
Factors Impacting the Comparability of Quarterly Results of Operations
As discussed in
Note 2 ("Summary of Significant Accounting Policies")
, the Refining Partnership's Wynnewood refinery completed the first phase of its most recent major scheduled turnaround in the fourth quarter of 2017. The second phase of the Wynnewood refinery turnaround is expected to occur in 2019. In addition to the two phase turnaround, the Refining Partnership accelerated certain planned turnaround activities of the Wynnewood refinery in the first quarter of 2017 on the hydrocracker unit for a catalyst change-out. The Refining Partnership incurred approximately
$80.4 million
of major scheduled turnaround expenses during 2017, of which approximately
$13.0 million
,
$2.7 million
,
$21.7 million
and
$43.0 million
were incurred in the first, second, third and fourth quarters of 2017, respectively. The Refining Partnership'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.
CVR Energy, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
As discussed in
Note 2 ("Summary of Significant Accounting Policies")
, during the third quarter of 2017 and during the second quarter of 2016, the Nitrogen Fertilizer Partnership's East Dubuque facility completed major scheduled turnarounds.
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.
(22) Subsequent Events
Dividend
On
February 21, 2018
, the board of directors of the Company declared a cash dividend for the
fourth
quarter of
2017
to the Company's stockholders of
$0.50
per share, or
$43.4 million
in aggregate. The dividend will be paid on
March 12, 2018
to stockholders of record at the close of business on
March 5, 2018
. IEP will receive
$35.6 million
in respect of its
82%
ownership interest in the Company's shares.