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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CVR Partners LP | NYSE:UAN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.36 | 1.71% | 80.75 | 81.23 | 78.56 | 79.25 | 27,668 | 01:00:00 |
(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to .
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Delaware
(State or other jurisdiction of
incorporation or organization)
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56-2677689
(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of each exchange on which registered
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Common units representing limited partner interests
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New York Stock Exchange
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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•
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our ability to make cash distributions on the common units;
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the volatile nature of our business and the variable nature of our distributions;
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the ability of our general partner to modify or revoke our distribution policy at any time;
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the cyclical and seasonal nature of our business;
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the dependence of our operations on a few third-party suppliers, including providers of transportation services and equipment;
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our reliance on pet coke that we purchase from CVR Refining and third party suppliers;
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our reliance on the natural gas, electricity, oxygen, nitrogen and compressed dry air that we purchase from third parties;
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the supply and price levels of essential raw materials;
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the risk of a material decline in the production at our nitrogen fertilizer plants;
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accidents or other unscheduled shutdowns or distributions affecting our facilities, machinery, or equipment, or those of our suppliers or customers;
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potential operating hazards from accidents, fire, severe weather, tornadoes, floods or other natural disasters
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our ability to obtain or renew permits to operating our business;
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competition in the nitrogen fertilizer businesses;
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•
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capital expenditures and potential liabilities arising from environmental laws and regulations;
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existing and proposed laws, rulings and regulations, including but not limited to those relating to climate change, alternative energy or fuel sources, and the end-use and application of fertilizers;
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new regulations concerning the transportation of hazardous chemicals, risks of terrorism, the security of chemical manufacturing facilities and other matters beyond our control;
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the risks of security breaches;
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our lack of asset diversification;
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•
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our dependence on significant customers and the creditworthiness and performance by counterparties;
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our potential loss of transportation cost advantage over our competitors;
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•
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our partial dependence on customer and distributor transportation of purchased goods;
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•
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our potential inability to successfully implement our business strategies, including the completion of significant capital programs;
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•
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our reliance on CVR Energy’s senior management team and conflicts of interest they face operating each of CVR Partners, CVR Refining and CVR Energy;
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control of our general partner by CVR Energy;
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our ability to continue to license the technology used on our operations;
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restrictions in our debt agreements;
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changes in our treatment as a partnership for U.S. federal income or state tax purposes;
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rulings, judgments or settlements in litigation, tax or other legal or regulatory matters;
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instability and volatility in the capital and credit markets;
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•
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competition with CVR Energy and its affiliates; and
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•
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our ability to recover under our insurance policies for damages or losses in full or at all.
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•
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restrictions on operations or the need to install enhanced or additional controls;
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liability for the investigation and remediation of contaminated soil and groundwater at current and former facilities (if any) and off-site waste disposal locations; and
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specifications for the products we market, primarily UAN and ammonia.
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Unforeseen difficulties in the integration of the acquired operations and disruption of the ongoing operations of our business;
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Failure to achieve cost savings or other financial or operating objectives contributing to the accretive nature of an acquisition;
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Strain on the operational and managerial controls and procedures and the need to modify systems or to add management resources;
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Difficulties in the integration and retention of customers or personnel and the integration and effective deployment of operations or technologies;
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Assumption of unknown material liabilities or regulatory non-compliance issues;
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Amortization of acquired assets, which would reduce future reported earnings;
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Possible adverse short-term effects on our cash flows or operating results; and
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Diversion of management’s attention from the ongoing operations of our business.
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major unplanned maintenance requirements;
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catastrophic events caused by mechanical breakdown, electrical injury, pressure vessel rupture, explosion, contamination, fire, or natural disasters, including floods, windstorms and other similar events;
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labor supply shortages or labor difficulties that result in a work stoppage or slowdown;
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cessation or suspension of a plant or specific operations dictated by environmental authorities; and
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an event or incident involving a large clean-up, decontamination or the imposition of laws and ordinances regulating the cost and schedule of demolition or reconstruction, which can cause significant delays in restoring property to its pre-loss condition.
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Although we believe we have sufficient liquidity under our ABL credit facility to run the business, under extreme market conditions there can be no assurance that such funds would be available or sufficient, and in such a case, we may not be able to successfully obtain additional financing on favorable terms, or at all.
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•
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Market volatility could exert downward pressure on our common units, which may make it more difficult for us to raise additional capital and thereby limit our ability to grow, which could in turn cause our unit price to drop.
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Our credit facility contains various covenants that must be complied with, and if we are not in compliance, there can be no assurance that we would be able to successfully amend the agreement in the future. Further, any such amendment may be expensive. In addition, any new credit facility we may enter into may require us to agree to additional covenants.
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Market conditions could result in significant customers experiencing financial difficulties. We are exposed to the credit risk of our customers, and their failure to meet their financial obligations when due because of bankruptcy, lack of liquidity, operational failure or other reasons could result in decreased sales and earnings for us.
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limiting our ability to obtain additional financing to fund their working capital needs, capital expenditures, debt service requirements, acquisitions or other purposes;
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requiring us to utilize a significant portion of our cash flows to service their indebtedness, thereby reducing available cash and our ability to make distributions on our common units;
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limiting our ability to use operating cash flow in other areas of the business because we must dedicate a substantial portion of additional funds to service debt;
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limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;
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limiting our ability to make certain payments on debt that is subordinated or secured on a junior basis;
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restricting us from making strategic acquisitions or investments, introducing new technologies or exploiting business opportunities;
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restricting the way in which we conduct business because of financial and operating covenants in the agreements governing our and our respective subsidiaries’ existing and future indebtedness, including, in the case of certain indebtedness of subsidiaries, certain covenants that restrict the ability of subsidiaries to pay dividends or make other distributions;
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limiting our ability to enter into certain transactions with our affiliates;
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limiting our ability to designate our subsidiaries as unrestricted subsidiaries;
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exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in our or our respective subsidiaries’ debt instruments that could have a material adverse effect on their business, financial condition and operating results;
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increasing our vulnerability to a downturn in general economic conditions or in pricing of products; and
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limiting our ability to react to changing market conditions in their respective industries and in respective customers’ industries.
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our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and
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our future ability to obtain other financing.
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the election and appointment of directors;
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business strategy and policies;
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mergers or other business combinations;
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acquisition or disposition of assets;
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future issuances of common stock, common units or other securities;
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incurrence of debt or obtaining other sources of financing; and
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the payment of distributions on our common units.
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the amount of cash distributions on each common unit may decrease;
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•
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the ratio of our taxable income to distributions may increase;
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the relative voting strength of each previously outstanding common unit will be diminished; and
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the market price of the common units may decline.
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The partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to its capacity as general partner. This entitles its general partner to consider only the interests and factors that it desires, and means that it has no duty or obligation to give any consideration to any interest of, or factors affecting, any limited partner.
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The partnership agreement provides that our general partner will not have any liability to unitholders for decisions made in its capacity as general partner so long as it acted in good faith, meaning it believed that the decision was in our best interest.
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The partnership agreement provides that our general partner and the officers and directors of its general partner will not be liable for monetary damages to common unitholders, including us, for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or its officers or directors acted in bad faith or engaged in fraud or willful misconduct, or in the case of a criminal matter, acted with knowledge that the conduct was criminal.
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Neither our partnership agreement nor any other agreement requires the owners of our general partner, including CVR Energy, to pursue a business strategy that favors us. The affiliates of our general partner, including CVR Energy, have fiduciary duties to make decisions in their own best interests and in the best interest of holders of CVR Energy's common stock, which may be contrary to our interests. In addition, our general partner is allowed to take into account the interests of parties other than us or our common unitholders, such as its owners or CVR Energy, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our common unitholders.
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Our general partner has limited its liability and reduced its fiduciary duties under our partnership agreement and has also restricted the remedies available to our common unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty. As a result of purchasing common units, common unitholders consent to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable state law.
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The board of directors of our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, repayment of indebtedness and issuances of additional partnership interests, each of which can affect the amount of cash that is available for distribution to our common unitholders.
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•
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Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf. There is no limitation on the amounts our general partner can cause us to pay it or its affiliates.
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Our general partner controls the enforcement of obligations owed to us by it and its affiliates. In addition, our general partner decides whether to retain separate counsel or others to perform services for us.
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Our general partner determines which costs incurred by it and its affiliates are reimbursable by us.
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Certain of the executive officers of our general partner also serve as executive officers of CVR Energy, and our executive chairman is the chief executive officer of CVR Energy. The executive officers who work for both CVR Energy and our general partner, including our chief financial officer, chief accounting officer and general counsel, divide their time between our business and the business of CVR Energy. These executive officers will face conflicts of interest from time to time in making decisions which may benefit either us or CVR Energy. Additionally, the compensation of such executive officers is set by CVR Energy, and we have no control over the amount paid to such officers.
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•
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the requirement that a majority of the board of directors of our general partner consist of independent directors;
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the requirement that the board of directors of our general partner have a nominating/corporate governance committee that is composed entirely of independent directors; and
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•
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the requirement that the board of directors of our general partner have a compensation committee that is composed entirely of independent directors.
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Year Ended December 31,
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(in thousands)
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2018
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2017
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2016
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2015
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2014
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Statements of Operations
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Net sales
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$
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351,082
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330,802
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356,284
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289,194
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|
298,665
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|
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Net income (loss)
|
(50,027
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)
|
|
(72,788
|
)
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|
(26,938
|
)
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|
62,042
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|
|
76,149
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|||||
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||||||||||
Net income (loss) per common unit – basic and diluted
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$
|
(0.44
|
)
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|
$
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(0.64
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)
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|
$
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(0.26
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)
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$
|
0.85
|
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$
|
1.04
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|
Distribution declared, per common unit
|
—
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0.02
|
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|
0.44
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1.11
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1.39
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||||||||||
Weighted-average common units outstanding:
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|||||||||||||||||||
Basic
|
113,283
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|
113,283
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|
|
103,299
|
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|
73,123
|
|
|
73,115
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|
|||||
Diluted
|
113,283
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|
113,283
|
|
|
103,299
|
|
|
73,131
|
|
|
73,139
|
|
|
Year Ended December 31,
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(in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||
|
|
|
|
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|
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Balance Sheet
|
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Cash and cash equivalents
|
$
|
61,776
|
|
|
$
|
49,173
|
|
|
$
|
55,595
|
|
|
$
|
49,967
|
|
|
$
|
79,914
|
|
|
Total assets
|
1,254,388
|
|
|
1,234,276
|
|
|
1,312,217
|
|
|
536,482
|
|
|
578,839
|
|
||||||
Total long-term debt, net of current portion
|
628,989
|
|
|
625,904
|
|
|
623,107
|
|
|
124,773
|
|
|
125,000
|
|
||||||
Total liabilities
|
754,562
|
|
—
|
|
684,423
|
|
|
687,311
|
|
|
150,930
|
|
|
164,908
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|
|||||
Total partners’ capital
|
499,826
|
|
|
549,853
|
|
|
624,907
|
|
|
385,552
|
|
|
413,931
|
|
•
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Safety
- We always put safety first. The protection of our employees, contractors and communities is paramount. We have an unwavering commitment to safety above all else. If it’s not safe, then we don’t do it.
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•
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Environment
- We care for our environment. Complying with all regulations and minimizing any environmental impact from our operations is essential. We understand our obligation to the environment and that it’s our duty to protect it.
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•
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Integrity
- We require high business ethics. We comply with the law and practice sound corporate governance. We only conduct business one way—the right way with integrity.
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•
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Corporate Citizenship
- We are proud members of the communities where we operate. We are good neighbors and know that it’s a privilege we can’t take for granted. We seek to make a positive economic and social impact through our financial donations and the contributions of time, knowledge and talent of our employees to the places where we live and work.
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•
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Continuous Improvement
- We believe in both individual and team success. We foster accountability under a performance-driven culture that supports creative thinking, teamwork and personal development so that employees can realize their maximum potential. We use defined work practices for consistency, efficiency and to create value across the organization.
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Safety
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Reliability
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Market Capture
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Financial Discipline
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We achieved significant year-over-year improvement in environmental, health and safety areas at both facilities.
|
ü
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ü
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During 2018, we maintained high utilization rates, excluding planned downtime at our Coffeyville Facility.
|
ü
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ü
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ü
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ü
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In the second half of 2018, we began loading UAN railcars at a new rail loading rack at our Coffeyville Facility providing unit train capabilities and further geographic reach at reduced per ton/mile distribution costs.
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ü
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ü
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During the second quarter of 2018, the Coffeyville Facility completed its planned turnaround on-time and on-budget.
|
ü
|
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ü
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|
ü
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ü
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We identified and are in the process of implementing a plan to construct and operate a backup oxygen unit at Coffeyville to facility to reduce impacts of third party outages.
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ü
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ü
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We consolidated certain back office locations reducing administrative overhead costs.
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ü
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Year Ended December 31,
|
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(in thousands of tons)
|
2018
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|
2017
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|
2016
|
|||
|
|
|
|
|
|
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Ammonia (gross produced)
|
794
|
|
|
815
|
|
|
694
|
|
Ammonia (net available for sale)
|
246
|
|
|
268
|
|
|
184
|
|
UAN
|
1,276
|
|
|
1,268
|
|
|
1,193
|
|
|
Year Ended December 31,
|
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2018
|
|
2017
|
|
2016
|
||||||
Petroleum coke used in production (thousand tons)
|
463
|
|
|
488
|
|
|
514
|
|
|||
Petroleum coke (dollars per ton)
|
$
|
28
|
|
|
$
|
17
|
|
|
$
|
15
|
|
Natural gas used in production (thousands of MMBtu) (1)
|
7,933
|
|
|
7,620
|
|
|
5,596
|
|
|||
Natural gas used in production (dollars per MMBtu) (1)
|
$
|
3.28
|
|
|
$
|
3.24
|
|
|
$
|
2.96
|
|
Natural gas cost of materials and other (thousands of MMBtu) (1)
|
7,122
|
|
|
8,052
|
|
|
4,619
|
|
|||
Natural gas cost of materials and other (dollars per MMBtu) (1)
|
$
|
3.15
|
|
|
$
|
3.26
|
|
|
$
|
2.87
|
|
|
Price
Variance
|
|
Volume
Variance
|
||||
(in millions)
|
|
|
|
||||
UAN
|
$
|
27.1
|
|
|
$
|
6.1
|
|
Ammonia
|
10.5
|
|
|
(24.5
|
)
|
|
Price
Variance
|
|
Volume
Variance
|
||||
(in thousands)
|
|
|
|
||||
UAN
|
$
|
(24.0
|
)
|
|
$
|
(7.2
|
)
|
Ammonia
|
(4.5
|
)
|
|
6.5
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Net loss
|
$
|
(50,027
|
)
|
|
$
|
(72,788
|
)
|
|
$
|
(26,938
|
)
|
Add:
|
|
|
|
|
|
||||||
Interest expense and other financing costs, net
|
62,588
|
|
|
62,845
|
|
|
48,551
|
|
|||
Income tax expense
|
(46
|
)
|
|
220
|
|
|
329
|
|
|||
Depreciation and amortization
|
71,575
|
|
|
73,986
|
|
|
58,246
|
|
|||
EBITDA
|
$
|
84,090
|
|
|
$
|
64,263
|
|
|
$
|
80,188
|
|
Add:
|
|
|
|
|
|
||||||
Turnaround expenses
|
6,399
|
|
|
2,585
|
|
|
6,570
|
|
|||
Loss on extinguishment of debt (a)
|
—
|
|
|
—
|
|
|
4,862
|
|
|||
Expenses associated with the East Dubuque Facility acquisition (b)
|
—
|
|
|
—
|
|
|
3,178
|
|
|||
Adjusted EBITDA
|
$
|
90,489
|
|
|
$
|
66,848
|
|
|
$
|
94,798
|
|
(a)
|
Represents a loss on extinguishment of debt incurred by CVR Partners in June 2016 in connection with the repurchase of senior notes assumed in the East Dubuque Facility acquisition.
|
(b)
|
Represents legal and other professional fees and other merger related expenses associated with the East Dubuque Facility acquisition.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
$
|
32,234
|
|
|
$
|
10,400
|
|
|
$
|
44,969
|
|
Adjustments:
|
|
|
|
|
|
||||||
Less:
|
|
|
|
|
|
||||||
Interest expense, net
|
62,588
|
|
|
62,845
|
|
|
48,551
|
|
|||
Income tax expense (benefit)
|
(46
|
)
|
|
220
|
|
|
329
|
|
|||
Change in working capital
|
(2,256
|
)
|
|
(640
|
)
|
|
(438
|
)
|
|||
Other non-cash adjustments
|
(8,430
|
)
|
|
(8,562
|
)
|
|
(13,223
|
)
|
|||
EBITDA
|
$
|
84,090
|
|
|
$
|
64,263
|
|
|
$
|
80,188
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Adjusted EBITDA
|
|
$
|
90,489
|
|
|
$
|
66,848
|
|
|
$
|
94,798
|
|
Less:
|
|
|
|
|
|
|
||||||
Debt service
|
|
(59,372
|
)
|
|
(59,849
|
)
|
|
(46,051
|
)
|
|||
Maintenance capital expenditures
|
|
(14,870
|
)
|
|
(14,089
|
)
|
|
(13,651
|
)
|
|||
Turnaround expenses
|
|
(6,404
|
)
|
|
(2,585
|
)
|
|
(6,570
|
)
|
|||
Expenses associated with the East Dubuque Facility acquisition
|
|
—
|
|
|
—
|
|
|
(3,178
|
)
|
|||
Add:
|
|
|
|
|
|
|
||||||
Impact of purchase accounting
|
|
—
|
|
|
—
|
|
|
12,979
|
|
|||
Available cash associated with East Dubuque 2016 first quarter
|
|
—
|
|
|
—
|
|
|
6,300
|
|
|||
Available cash for distribution (a)
|
|
$
|
9,843
|
|
|
$
|
(9,675
|
)
|
|
$
|
44,627
|
|
|
|
|
|
|
|
|
||||||
Distribution declared and paid, per common unit (a)
|
|
$
|
0.09
|
|
|
$
|
0.02
|
|
|
$
|
0.44
|
|
|
|
|
|
|
|
|
||||||
Common units outstanding
|
|
113,283
|
|
|
113,283
|
|
|
113,283
|
|
(a)
|
Amount represents the cumulative available cash based on full year results. However, available cash for distribution is calculated quarterly for distribution in the following period. For the fourth quarter 2018, the Partnership’s general partner, on February 20, 2019, declared a distribution of $
0.12
per common unit, or
$14.1 million
, payable on March 11, 2019 to unitholders of record as of March 4, 2019.
|
Debt, including current maturities
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
||||
9.250% Senior Notes due 2023
|
|
$
|
645,000
|
|
|
$
|
645,000
|
|
6.500% Senior Notes due 2021
|
|
2,240
|
|
|
2,240
|
|
||
Unamortized discount and debt issuance costs
|
|
(18,251
|
)
|
|
(21,336
|
)
|
||
Total debt
|
|
$
|
628,989
|
|
|
$
|
625,904
|
|
|
|
Year Ended December 31,
|
|
Estimated
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2019
|
||||
|
|
|
|
|
|
|
||||
Maintenance capital
|
|
$
|
15.5
|
|
|
$
|
14.1
|
|
|
$ 18.0 - 20.0
|
Growth capital
|
|
4.3
|
|
|
0.5
|
|
|
2.0 - 5.0
|
||
Total capital expenditures
|
|
$
|
19.8
|
|
|
$
|
14.6
|
|
|
$ 20.0 - 25.0
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Net cash flow provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
32,234
|
|
|
$
|
10,400
|
|
|
$
|
44,969
|
|
Investing activities
|
(19,631
|
)
|
|
(14,556
|
)
|
|
(87,100
|
)
|
|||
Financing activities
|
—
|
|
|
(2,266
|
)
|
|
47,759
|
|
|||
Net decrease in cash and cash equivalents
|
$
|
12,603
|
|
|
$
|
(6,422
|
)
|
|
$
|
5,628
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
(in thousands)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,240
|
|
|
$
|
—
|
|
|
$
|
645,000
|
|
|
$
|
—
|
|
|
$
|
647,240
|
|
Operating leases (2)
|
4,516
|
|
|
3,619
|
|
|
3,430
|
|
|
3,138
|
|
|
1,133
|
|
|
748
|
|
|
16,584
|
|
|||||||
Unconditional purchase obligations (3)
|
29,153
|
|
|
8,597
|
|
|
6,951
|
|
|
7,110
|
|
|
5,614
|
|
|
44,058
|
|
|
101,483
|
|
|||||||
Interest payments (4)
|
59.998
|
|
|
59.999
|
|
|
59.925
|
|
|
59.663
|
|
|
29.831
|
|
|
—
|
|
|
269.416
|
|
|||||||
Total
|
$
|
93,667
|
|
|
$
|
72,215
|
|
|
$
|
72,546
|
|
|
$
|
69,911
|
|
|
$
|
681,578
|
|
|
$
|
44,806
|
|
|
$
|
1,034,723
|
|
(1)
|
Consists of the 2021 Notes and 2023 Notes as of
December 31, 2018
.
|
(2)
|
CVR Partners leases railcars and certain facilities.
|
(3)
|
The amount includes (a) natural gas supply agreement, (b) utility service agreement, (c) product supply agreement and (d) pet coke supply agreement as further discussed in Note 8 (“Commitments and Contingencies”) and Note 9 (“Related Party Transactions”).
|
(4)
|
Interest payments for our long-term debt outstanding as of
December 31, 2018
and commitment fees on the unutilized commitments of the ABL Credit Facility.
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
61,776
|
|
|
$
|
49,173
|
|
Accounts receivable
|
61,662
|
|
|
9,855
|
|
||
Inventories
|
63,554
|
|
|
53,169
|
|
||
Prepaid expenses and other current assets
|
6,989
|
|
|
5,793
|
|
||
Total current assets
|
193,981
|
|
|
117,990
|
|
||
Property, plant, and equipment, net of accumulated depreciation
|
1,015,240
|
|
|
1,070,454
|
|
||
Goodwill
|
40,969
|
|
|
40,969
|
|
||
Other long-term assets
|
4,198
|
|
|
4,863
|
|
||
Total assets
|
$
|
1,254,388
|
|
|
$
|
1,234,276
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
26,789
|
|
|
$
|
21,295
|
|
Accounts payable to Affiliates
|
2,976
|
|
|
2,223
|
|
||
Accrued expenses and other current liabilities
|
24,066
|
|
|
19,682
|
|
||
Deferred Revenue
|
$
|
68,804
|
|
|
$
|
12,895
|
|
Total current liabilities
|
122,635
|
|
|
56,095
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term debt, net of current portion
|
628,989
|
|
|
625,904
|
|
||
Other long-term liabilities
|
2,938
|
|
|
2,424
|
|
||
Total long-term liabilities
|
631,927
|
|
|
628,328
|
|
||
Commitments and contingencies (See Note 9)
|
|
|
|
||||
Total partners’ capital
|
499,826
|
|
|
549,853
|
|
||
Total liabilities and partners’ capital
|
$
|
1,254,388
|
|
|
$
|
1,234,276
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Net sales
|
$
|
351,082
|
|
|
$
|
330,802
|
|
|
$
|
356,284
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of materials and other (exclusive of depreciation and amortization shown below)
|
88,461
|
|
|
84,874
|
|
|
93,749
|
|
|||
Direct operating expenses (exclusive of depreciation and amortization shown below)
|
159,319
|
|
|
156,357
|
|
|
150,236
|
|
|||
Depreciation and amortization
|
71,575
|
|
|
73,986
|
|
|
58,246
|
|
|||
Cost of sales
|
319,355
|
|
|
315,217
|
|
|
302,231
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
25,023
|
|
|
25,630
|
|
|
29,276
|
|
|||
Loss on asset disposals
|
390
|
|
|
233
|
|
|
220
|
|
|||
Operating income (loss)
|
6,314
|
|
|
(10,278
|
)
|
|
24,557
|
|
|||
Interest expense, net
|
(62,588
|
)
|
|
(62,845
|
)
|
|
(48,551
|
)
|
|||
Other income (expense), net
|
6,201
|
|
|
555
|
|
|
(2,615
|
)
|
|||
Loss before income tax expense
|
(50,073
|
)
|
|
(72,568
|
)
|
|
(26,609
|
)
|
|||
Income tax expense (benefit)
|
(46
|
)
|
|
220
|
|
|
329
|
|
|||
Net loss
|
$
|
(50,027
|
)
|
|
$
|
(72,788
|
)
|
|
$
|
(26,938
|
)
|
|
|
|
|
|
|
|
|
||||
Net loss per common unit - basic and diluted
|
$
|
(0.44
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.26
|
)
|
Distributions declared and paid per common unit
|
—
|
|
|
0.02
|
|
|
0.44
|
|
|||
|
|
|
|
|
|
||||||
Weighted-average common units outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic and Diluted
|
113,283
|
|
|
113,283
|
|
|
103,299
|
|
|
Common Units
|
|
|
|
|
|
|
|
|
|||||||||||||
(in thousands)
|
Issued
|
|
Amount
|
|
General
Partner
Interest
|
|
Accumulated
Other Comprehensive Income/(Loss) |
|
Noncontrolling Interest
|
|
Total
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2015
|
73,128
|
|
|
$
|
385,670
|
|
|
$
|
1
|
|
|
$
|
(118
|
)
|
|
$
|
—
|
|
|
$
|
385,553
|
|
Cash distributions to common unitholders – Affiliates
|
—
|
|
|
(27,633
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,633
|
)
|
|||||
Cash distributions to common unitholders – Non-affiliates
|
—
|
|
|
(41,956
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,956
|
)
|
|||||
Share-based compensation – Affiliates
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Issuance of common units for the merger consideration
|
40,155
|
|
|
335,693
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
335,693
|
|
|||||
Purchase of CVR Nitrogen common units associated with a business combination
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,564
|
|
|
4,564
|
|
|||||
Contribution from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
507
|
|
|
507
|
|
|||||
Purchase of noncontrolling interest
|
—
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
(5,071
|
)
|
|
(5,000
|
)
|
|||||
Net loss
|
—
|
|
|
(26,938
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,938
|
)
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
118
|
|
|||||
Balance at December 31, 2016
|
113,283
|
|
|
$
|
624,906
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
624,907
|
|
Cash distributions to common unitholders – Affiliates
|
—
|
|
|
(778
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(778
|
)
|
|||||
Cash distributions to common unitholders – Non-affiliates
|
—
|
|
|
(1,488
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,488
|
)
|
|||||
Net loss
|
—
|
|
|
(72,788
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72,788
|
)
|
|||||
Balance at December 31, 2017
|
113,283
|
|
|
$
|
549,852
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
549,853
|
|
Net loss
|
—
|
|
|
(50,027
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,027
|
)
|
|||||
Balance at December 31, 2018
|
113,283
|
|
|
$
|
499,825
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
499,826
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(50,027
|
)
|
|
$
|
(72,788
|
)
|
|
$
|
(26,938
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
71,575
|
|
|
73,986
|
|
|
58,246
|
|
|||
Amortization of deferred financing costs and original issue discount
|
3,333
|
|
|
3,046
|
|
|
1,746
|
|
|||
Amortization of debt fair value adjustment
|
—
|
|
|
—
|
|
|
1,250
|
|
|||
Loss on asset disposals
|
390
|
|
|
70
|
|
|
220
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
4,862
|
|
|||
Share-based compensation
|
3,017
|
|
|
3,021
|
|
|
2,786
|
|
|||
Other adjustments
|
1,690
|
|
|
2,425
|
|
|
2,359
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(6,698
|
)
|
|
4,087
|
|
|
2,185
|
|
|||
Inventories
|
(8,670
|
)
|
|
59
|
|
|
29,087
|
|
|||
Prepaid expenses and other current assets
|
(1,200
|
)
|
|
1,142
|
|
|
2,409
|
|
|||
Other long-term assets
|
816
|
|
|
1,051
|
|
|
(1,383
|
)
|
|||
Accounts payable
|
5,215
|
|
|
(2,315
|
)
|
|
5,795
|
|
|||
Deferred revenue
|
10,828
|
|
|
904
|
|
|
(20,395
|
)
|
|||
Accrued expenses and other current liabilities
|
1,362
|
|
|
(4,969
|
)
|
|
(17,519
|
)
|
|||
Other assets and liabilities
|
603
|
|
|
681
|
|
|
259
|
|
|||
Net cash provided by operating activities
|
32,234
|
|
|
10,400
|
|
|
44,969
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(19,806
|
)
|
|
(14,556
|
)
|
|
(23,231
|
)
|
|||
Acquisition of East Dubuque Facility, net of cash acquired
|
—
|
|
|
—
|
|
|
(63,869
|
)
|
|||
Other investing activity
|
175
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(19,631
|
)
|
|
(14,556
|
)
|
|
(87,100
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Principal and premium payments on 2021 Notes
|
—
|
|
|
—
|
|
|
(322,240
|
)
|
|||
Principal payment on related party credit facility
|
—
|
|
|
—
|
|
|
(300,000
|
)
|
|||
Proceeds on related party credit facility
|
—
|
|
|
—
|
|
|
300,000
|
|
|||
Principal payments on long-term debt
|
—
|
|
|
—
|
|
|
(125,000
|
)
|
|||
Payment of revolving debt
|
—
|
|
|
—
|
|
|
(49,100
|
)
|
|||
Payment of financing costs
|
—
|
|
|
—
|
|
|
(10,688
|
)
|
|||
Proceeds on issuance of 2023 Notes, net of original issue discount
|
—
|
|
|
—
|
|
|
628,869
|
|
|||
Contribution from affiliate
|
—
|
|
|
—
|
|
|
507
|
|
|||
Cash distributions to common unitholders – Affiliates
|
—
|
|
|
(778
|
)
|
|
(27,633
|
)
|
|||
Cash distribution to common unitholders – Non-affiliates
|
—
|
|
|
(1,488
|
)
|
|
(41,956
|
)
|
|||
Purchase of noncontrolling interest, net of issuance costs
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|||
Net cash provided by (used in) financing activities
|
—
|
|
|
(2,266
|
)
|
|
47,759
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
12,603
|
|
|
(6,422
|
)
|
|
5,628
|
|
|||
Cash and cash equivalents, beginning of period
|
49,173
|
|
|
55,595
|
|
|
49,967
|
|
|||
Cash and cash equivalents, end of period
|
$
|
61,776
|
|
|
$
|
49,173
|
|
|
$
|
55,595
|
|
Asset
|
Range of Useful
Lives, in Years
|
Land improvements
|
30
|
Buildings
|
20 to 30
|
Machinery and equipment
|
5 to 30
|
Other
|
5 to 30
|
|
December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Land and improvements
|
$
|
13,250
|
|
|
$
|
13,092
|
|
Buildings
|
17,116
|
|
|
16,990
|
|
||
Machinery and equipment
|
1,362,965
|
|
|
1,352,573
|
|
||
Other
|
34,652
|
|
|
29,029
|
|
||
|
1,427,983
|
|
|
1,411,684
|
|
||
Less: Accumulated depreciation
|
412,743
|
|
|
341,230
|
|
||
Total Property, plant and equipment, net
|
$
|
1,015,240
|
|
|
$
|
1,070,454
|
|
(in thousands)
|
December 31, 2018
|
||||||||||
|
As Reported
|
|
Balances without adoption of ASC 606
|
|
Effect of change
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts Receivable
|
61,662
|
|
|
16,581
|
|
|
45,081
|
|
|||
Liabilities
|
|
|
|
|
|
||||||
Deferred Revenue
|
$
|
68,804
|
|
|
$
|
23,723
|
|
|
$
|
45,081
|
|
•
|
Under the short-term lease exception provided for in the standard, ROU assets and related lease liabilities for leases with a term greater than one year were and will be recognized;
|
•
|
The accounting treatment for existing land easements was carried forward;
|
•
|
Lease and non-lease components were and will not be bifurcated for all of the Partnership’s asset groups; and
|
•
|
The portfolio approach was and will be used in the selection of the discount rate used to calculate minimum lease payments and the related ROU asset and operating lease liability amounts.
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Share-based compensation
|
2,667
|
|
|
3,928
|
|
||
Personnel accruals
|
7,993
|
|
|
7,533
|
|
||
Accrued interest
|
2,516
|
|
|
2,683
|
|
||
Other accrued expenses and liabilities
|
10,890
|
|
|
5,538
|
|
||
Total accrued expenses and other current liabilities
|
$
|
24,066
|
|
|
$
|
19,682
|
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
9.25% Senior Secured Notes due June 2023 (a)
|
$
|
645,000
|
|
|
$
|
645,000
|
|
6.50% Senior Notes due April 2021
|
2,240
|
|
|
$
|
2,240
|
|
|
Unamortized discount and debt issuance costs (b)
|
(18,251
|
)
|
|
(21,336
|
)
|
||
Total CVR Partners Debt
|
$
|
628,989
|
|
|
$
|
625,904
|
|
(a)
|
The estimated fair value of total long-term debt outstanding was approximately
$670.8 million
and
$694.2 million
as of
December 31, 2018
and
December 31, 2017
, respectively. This estimate of fair value is Level 2 as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities.
|
(b)
|
For the year ended
December 31, 2018
,
2017
and
2016
, amortization of the discount on debt and amortization of deferred financing costs reported as interest expense, net totaled approximately
$3.3 million
,
$3.0 million
, and
$1.7 million
, respectively.
|
(in thousands)
|
Total Capacity
|
|
Amount Borrowed as of December 31, 2018
|
|
Outstanding Letters of Credit
|
|
Available Capacity as of December 31, 2018
|
|
Maturity Date
|
||||||||
Asset Based (ABL) Credit Facility (a)
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
|
September 30, 2021
|
(a)
|
At the option of the borrowers, loans under the asset based credit facility initially bear interest at an annual rate equal to (i)
2.00%
plus LIBOR or (ii)
1.00%
plus a base rate, subject to a
0.50%
step-down based on the previous quarter’s excess availability.
|
(in thousands)
|
Year Ended December 31, 2018
|
||
Ammonia
|
$
|
66,254
|
|
UAN
|
222,329
|
|
|
Other urea products
|
20,633
|
|
|
Fertilizer sales, exclusive of freight
|
309,216
|
|
|
Freight revenue
|
33,567
|
|
|
Other revenue
|
8,299
|
|
|
Total net sales
|
$
|
351,082
|
|
(in thousands)
|
|
Year Ended December 31, 2018
|
||
Balance at January 1, 2018
|
|
$
|
34,270
|
|
Add:
|
|
|
||
New prepay contracts entered into during the period, net of adjustments (1)
|
|
91,553
|
|
|
Less:
|
|
|
||
Revenue recognized that was included in the contract liability balance at the beginning of the period
|
|
33,845
|
|
|
Revenue recognized related to contracts entered into during the period
|
|
23,174
|
|
|
Balance at December 31, 2018
|
|
$
|
68,804
|
|
(1)
|
Includes prepaid contracts of
$52.4 million
where the payment was collected.
|
(in thousands except per unit data)
|
Units
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Aggregate
Intrinsic
Value
|
|||||
Non-vested at December 31, 2016
|
771,786
|
|
|
$
|
6.47
|
|
|
$
|
4,638
|
|
Granted
|
780,372
|
|
|
3.48
|
|
|
|
|||
Vested
|
(340,730
|
)
|
|
7.01
|
|
|
|
|||
Forfeited
|
(23,222
|
)
|
|
6.49
|
|
|
|
|||
Non-vested at December 31, 2017
|
1,188,206
|
|
|
$
|
4.35
|
|
|
$
|
3,897
|
|
Granted
|
724,639
|
|
|
3.77
|
|
|
|
|||
Vested
|
(465,328
|
)
|
|
4.89
|
|
|
|
|||
Forfeited
|
(200,702
|
)
|
|
4.17
|
|
|
|
|||
Non-vested at December 31, 2018
|
1,246,815
|
|
|
$
|
3.84
|
|
|
$
|
4,239
|
|
(in thousands)
|
Operating
Leases
|
|
Unconditional
Purchase
Obligations
|
||||
|
|
|
|
||||
Year Ending December 31,
|
|
||||||
2019
|
$
|
4,516
|
|
|
$
|
29,153
|
|
2020
|
3,619
|
|
|
8,597
|
|
||
2021
|
3,430
|
|
|
6,951
|
|
||
2022
|
3,138
|
|
|
7,110
|
|
||
2023
|
1,133
|
|
|
5,614
|
|
||
Thereafter
|
748
|
|
|
44,058
|
|
||
|
$
|
16,584
|
|
|
$
|
101,483
|
|
Sales to related parties
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
Related Party
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
|
|
|
|
|
|
||||||
Feedstock and Shared Services agreement
|
CRRM (1)
|
|
$
|
371
|
|
|
$
|
405
|
|
|
$
|
3,165
|
|
Expenses from related parties
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
Related Party
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of materials and other
|
|
|
|
|
|
|
|
||||||
Feedstock and Shared Services agreement
|
CRRM
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
204
|
|
Coke Supply Agreement
|
CRRM
|
|
2,630
|
|
|
1,985
|
|
|
2,088
|
|
|||
Hydrogen Purchase and Sale Agreement
|
CRRM
|
|
4,218
|
|
|
4,167
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
||||||
Direct operating expenses
|
|
|
|
|
|
|
|
||||||
Services Agreement
|
CVR Energy
|
|
$
|
2,990
|
|
|
$
|
3,061
|
|
|
$
|
3,583
|
|
Limited Partnership Agreement
|
CVR GP
|
|
756
|
|
|
580
|
|
|
725
|
|
|||
|
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
||||||
Services Agreement
|
CVR Energy
|
|
$
|
14,157
|
|
|
$
|
12,924
|
|
|
$
|
11,761
|
|
Limited Partnership Agreement
|
CVR GP
|
|
2,419
|
|
|
2,691
|
|
|
3,229
|
|
Amounts due to related parties
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
Related Party
|
|
2018
|
|
2017
|
||||
Accounts payable
|
|
|
|
|
|
||||
Feedstock and Shared Services Agreement
|
CRRM
|
|
$
|
1,106
|
|
|
$
|
1,020
|
|
Hydrogen Purchase and Sale Agreement
|
CRRM
|
|
324
|
|
|
324
|
|
||
Services Agreement
|
CVR Energy
|
|
1,372
|
|
|
771
|
|
||
|
|
|
|
|
|
||||
Accrued expenses and other current liabilities
|
|
|
|
|
|
||||
Limited Partnership Agreement
|
CVR GP
|
|
$
|
1,179
|
|
|
$
|
1,521
|
|
Services Agreement
|
CVR Energy
|
|
2,352
|
|
|
3,221
|
|
•
|
services from CVR Energy’s employees in capacities equivalent to the capacities of corporate executive officers, except that those who serve in such capacities under the agreement will serve the Partnership on a shared, part-time basis only, unless the Partnership and CVR Energy agree otherwise;
|
•
|
administrative and professional services, including legal, accounting, financial reporting, human resources, information technology, communications, insurance, tax, credit, finance, government and regulatory affairs;
|
•
|
recommendations on capital raising activities to the board of directors of the general partner, including the issuance of debt or equity interests, the entry into credit facilities and other capital market transactions;
|
•
|
managing or overseeing litigation and administrative or regulatory proceedings, establishing appropriate insurance policies for the Partnership, and providing safety and environmental advice;
|
•
|
recommending the payment of distributions; and
|
•
|
managing or providing advice for other projects, including acquisitions, as may be agreed by the general partner and CVR Energy from time to time.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Supplemental disclosures:
|
|
|
|
||||||||
Cash paid for income taxes, net of refunds (received)
|
$
|
26
|
|
|
$
|
(195
|
)
|
|
$
|
14
|
|
Cash paid for interest
|
60,168
|
|
|
60,081
|
|
|
81,405
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Construction in progress additions included in accounts payable
|
$
|
889
|
|
|
$
|
889
|
|
|
$
|
3,871
|
|
Change in accounts payable related to construction in progress additions
|
(1,031
|
)
|
|
(2,982
|
)
|
|
(1,134
|
)
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
Quarter
|
||||||||||||||
(in thousands)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
79,859
|
|
|
$
|
93,197
|
|
|
$
|
79,909
|
|
|
$
|
98,118
|
|
Cost of materials and other (a)
|
22,469
|
|
|
19,139
|
|
|
19,590
|
|
|
27,263
|
|
||||
Direct operating expenses (a)
|
38,669
|
|
|
47,465
|
|
|
35,334
|
|
|
37,851
|
|
||||
Operating income (loss)
|
(3,421
|
)
|
|
(790
|
)
|
|
2,529
|
|
|
7,996
|
|
||||
Net loss
|
(19,051
|
)
|
|
(16,459
|
)
|
|
(13,146
|
)
|
|
(1,371
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted loss per common unit
|
$
|
(0.17
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.01
|
)
|
Basic and diluted weighted-average common units outstanding
|
113,283
|
|
|
113,283
|
|
|
113,283
|
|
|
113,283
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
Quarter
|
||||||||||||||
(in thousands)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
85,321
|
|
|
$
|
97,896
|
|
|
$
|
69,393
|
|
|
$
|
78,192
|
|
Cost of materials and other (a)
|
21,737
|
|
|
22,141
|
|
|
19,495
|
|
|
21,501
|
|
||||
Direct operating expenses (a)
|
35,795
|
|
|
37,840
|
|
|
41,156
|
|
|
41,566
|
|
||||
Operating income (loss)
|
5,348
|
|
|
12,198
|
|
|
(16,996
|
)
|
|
(10,828
|
)
|
||||
Net loss
|
(10,336
|
)
|
|
(3,445
|
)
|
|
(31,602
|
)
|
|
(27,405
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted loss per common unit
|
$
|
(0.09
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.24
|
)
|
Basic and diluted weighted-average common units outstanding
|
113,283
|
|
|
113,283
|
|
|
113,283
|
|
|
113,283
|
|
(a)
|
Excludes depreciation and amortization expenses.
|
Name
|
|
Age
|
|
Position with our General Partner
|
|
David L. Lamp
|
|
61
|
|
|
Executive Chairman and Director
|
Mark A. Pytosh
|
|
54
|
|
|
President and Chief Executive Officer and Director
|
Donna R. Ecton
|
|
71
|
|
|
Director
|
Jonathan Frates
|
|
36
|
|
|
Director
|
Hunter Gary
|
|
44
|
|
|
Director
|
Andrew Langham
|
|
45
|
|
|
Director
|
Frank M. Muller, Jr.
|
|
76
|
|
|
Director
|
Peter K. Shea
|
|
67
|
|
|
Director
|
Director
|
|
Audit Committee
|
|
Compensation Committee
|
|
EH&S Committee
|
|
Conflicts Committee
|
|
Special Committee
|
Donna R. Ecton
|
|
C
|
|
|
|
X
|
|
C
|
|
|
Jonathan Frates
|
|
|
|
|
|
|
|
|
|
X
|
David L. Lamp
|
|
|
|
|
|
|
|
|
|
X
|
Andrew Langham
|
|
|
|
X
|
|
|
|
|
|
X
|
Frank M. Muller, Jr.
|
|
X
|
|
C
|
|
X
|
|
X
|
|
|
Mark Pytosh
|
|
|
|
|
|
X
|
|
|
|
|
Peter K. Shea
|
|
X
|
|
|
|
C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C = Chairman; X = Committee Member
|
|
|
|
|
|
|
|
|
|
|
•
|
Is directly responsible for the appointment, compensation, retention and oversight of the independent auditors; the approval of all audit and non-audit services provided by and fees to the independent auditor; the evaluation and review of the independence, qualifications and performance of the independent auditors; and, the scope and staffing of the audit;
|
•
|
Reviews with management, internal auditors and independent auditors the adequacy, quality and integrity of the internal controls and the fair presentation and accuracy of the Partnership’s financial statements;
|
•
|
Reviews and discusses with management, internal auditors and independent auditors the Partnership’s critical accounting policies and practices, and financial statement presentation of the Partnership;
|
•
|
Oversees the integrity of the financial reporting process, system of internal accounting controls, and financial statements and reports of the Partnership, including review of the Partnership’s annual and quarterly financial statements and disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in periodic reports filed with the SEC;
|
•
|
Oversees and evaluates the performance, responsibilities, budget and staffing of the internal audit function;
|
•
|
Establishes procedures for and oversees handling of complaints regarding accounting, internal accounting controls or auditing matters and the confidential submission of concerns regarding questionable accounting or auditing matters;
|
•
|
Sets policies for hiring current or former employees of the independent auditor;
|
•
|
Periodically reviews the Partnership’s compliance with applicable laws, potential significant financial risks, major litigation, regulatory compliance, risk management, insurance coverage and any policies, practices or mitigation activities relating thereto;
|
•
|
Reviews external and internal audit reports and management’s responses thereto and any related party or off-balance sheet transactions; and
|
•
|
Otherwise complies with its responsibilities and duties as stated in its charter.
|
•
|
Reviews, amends, modifies, adopts and oversees the incentive compensation plans, equity-based compensation plans, qualified retirement plans, health and welfare plans, deferred compensation plans, and any other benefit plans, programs or arrangements sponsored or maintained by the Partnership or its general partner;
|
•
|
Evaluates the performance of our executive officers and, in connection therewith, reviews and determines, or recommends to the Board, the annual salary, bonus, equity-based compensation, and other compensation, incentives and benefits of our executive officers (other than compensation and benefits provided by one of its affiliates);
|
•
|
Reviews and approves any employment, consulting, change in control, severance or termination, or other compensation agreements or arrangements with our executive officers;
|
•
|
Reviews and makes recommendations to the Board with respect to the compensation of non-employee directors or any plans or programs relating thereto;
|
•
|
Reviews and discusses the Compensation Committee Report and the Compensation Discussion and Analysis and recommends to the Board their inclusion in the Partnership’s Annual Reports on Form 10-K;
|
•
|
Assists the Board in assessing any risks to the Partnership associated with compensation practices and policies; and
|
•
|
Otherwise complies with its responsibilities and duties as stated in its charter.
|
•
|
As requested by the Board, investigates, reviews, evaluates and acts upon any potential conflicts of interest between our general partner or its affiliates, on the one hand, and us or any public unitholder, on the other; and
|
•
|
Carries out any other duties delegated by the Board that relate to potential conflicts of interest.
|
Name
|
|
Age
|
|
Position with our General Partner
|
David L. Lamp
|
|
61
|
|
Executive Chairman and Director
|
Mark A. Pytosh
|
|
54
|
|
President and Chief Executive Officer and Director
|
Tracy D. Jackson
|
|
49
|
|
Executive Vice President and Chief Financial Officer
|
Melissa M. Buhrig
|
|
43
|
|
Executive Vice President, General Counsel and Secretary
|
Matthew W. Bley
|
|
37
|
|
Chief Accounting Officer and Corporate Controller
|
Janice T. DeVelasco
|
|
60
|
|
Vice President - Environmental, Health, Safety and Security
|
1.
|
The individual serving as principal executive officer during the last completed fiscal year (David L. Lamp, Executive Chairman; and Mark A. Pytosh, President and Chief Executive Officer);
|
2.
|
The individuals serving as principal financial officer during the last completed fiscal year (Tracy D. Jackson, who has served as Executive Vice President and Chief Financial Officer since May 2018; and Susan Ball, who served as Executive Vice President and Chief Financial Officer until May 2018; and
|
3.
|
The next three most highly compensated individuals who were serving as officers at the end of the last completed fiscal year (Melissa M. Buhrig, Executive Vice President, General Counsel and Secretary; Matthew W. Bley, Chief Accounting Officer and Corporate Controller; and Janice T. DeVelasco, Vice President - Environmental, Health, Safety & Security).
|
•
|
CVR Energy makes available to our general partner the services of certain CVR Energy executive officers and employees, some of whom serve as executive officers of our general partner; and
|
•
|
We, our general partner and our operating subsidiaries, as the case may be, are obligated to reimburse CVR Energy for any portion of the costs that CVR Energy incurs in providing compensation and benefits to such CVR Energy employees while they are performing services to us. We also pay our allocated portion of performance units and incentive units issued by CVR Energy or its subsidiaries to those employees providing services to us under the Services Agreement.
|
•
|
Incentivizing important business priorities such as safety, reliability, environmental performance and earnings growth;
|
•
|
Aligning the named executive officers’ interests with those of our unitholders and stakeholders, including providing long-term economic benefits to the unitholders;
|
•
|
Providing competitive financial incentives in the form of salary, bonuses and benefits with the goal of retaining and attracting talented and highly motivated executive officers; and,
|
•
|
Maintaining a compensation program whereby the executive officers, through exceptional performance and equity-based incentive awards, have the opportunity to realize economic rewards commensurate with appropriate gains of other unitholders and stakeholders.
|
•
|
Input from Board members or management.
The Compensation Committee may from time to time ask that certain members of the Board and/or management provide information and recommendations relating to named executive officer compensation. Such information typically includes the named executive officers’ roles and responsibilities, job performance, the Partnership’s performance generally and among the industry, and such other information as may be requested by the Compensation Committee.
|
•
|
Market data and peer comparisons.
The Compensation Committee may utilize market data derived from the executive pay practices and levels of industry companies supplemented with broad-based compensation survey data, survey data from the energy, refining and processing industries that influence the competitive market for executive compensation levels and/or from companies comparable to the Company in terms of size and scale.
|
•
|
The analysis, judgment and expertise of an independent compensation consultant.
The Compensation Committee may engage an independent outside compensation consultant periodically to provide a comprehensive analysis and recommendations regarding named executive officer compensation.
|
•
|
Our compensation policies and practices are centrally designed and administered;
|
•
|
Our compensation is balanced among (i) fixed components like salary and benefits, and (ii) annual and long-term incentives tied to a mix of financial and operational performance; and
|
•
|
The Compensation Committee has discretion to adjust annual or performance-based awards when appropriate based on our interests and the interests of our unitholders.
|
Percentage Change (over the prior year)
|
|
Bonus Achievement
|
Increase in Incident Rate or Incidents
|
|
Zero
|
0%
|
|
50% of Target Percentage (Threshold)
|
Decrease > 0% and < 3%
|
|
Linear Interpolation between Threshold and Target
|
Decrease of 3%
|
|
Target Percentage
|
Decrease > 3% and < 10%
|
|
Linear Interpolation between Target and Maximum
|
Decrease of 10% or more, or if TRIR is maintained at or below 1.0, PSIR at or below 0.2 and EE at or below 20
|
|
150% of Target (Maximum)
|
Reliability
|
|
Bonus Achievement
|
Greater than 9.0%
|
|
Zero
|
9.00%
|
|
50% of Target Percentage (Threshold)
|
7.01% to 8.99%
|
|
Linear Interpolation between Threshold and Target
|
7.00%
|
|
Target Percentage
|
6.0% to 6.99%
|
|
Linear Interpolation between Target and Maximum
|
Less than 6.0%
|
|
150% of Target (Maximum)
|
Equipment Utilization
|
|
Bonus Achievement
|
Less than 95%
|
|
Zero
|
95%
|
|
50% of Target Percentage (Threshold)
|
95.01% to 99.99%
|
|
Linear Interpolation between Threshold and Target
|
100%
|
|
Target Percentage
|
100.01% to 104.99%
|
|
Linear Interpolation between Target and Maximum
|
Greater than 105%
|
|
150% of Target (Maximum)
|
Operating Expense
|
|
Bonus Achievement
|
Greater than 103%
|
|
Zero
|
103%
|
|
50% of Target Percentage (Threshold)
|
100.1% to 102.99%
|
|
Linear Interpolation between Threshold and Target
|
100%
|
|
Target Percentage
|
95% to 99.99%
|
|
Linear Interpolation between Target and Maximum
|
Less than 95%
|
|
150% of Target (Maximum)
|
ROCE (Ranking vs. Peer Group)
|
|
Bonus Achievement
|
First (highest)
|
|
150% of Target (Maximum)
|
Second
|
|
125% of Target Percentage
|
Third
|
|
112.5% of Target Percentage
|
Fourth
|
|
Target Percentage (100%)
|
Fifth
|
|
75% of Target Percentage
|
Sixth
|
|
50% of Target Percentage (Minimum)
|
Seventh
|
|
Zero
|
|
Measure
|
2018 Actual
|
Bonus Achievement
|
|
EH&S:
|
TRIR
|
Decrease of 35.5%
|
150
|
%
|
|
PSIR
|
Decrease of 29.6 %
|
150
|
%
|
|
EE
|
Decrease of 45%
|
150
|
%
|
|
|
|
|
|
|
|
Overall EH&S
|
150
|
%
|
|
|
|
|
|
Financial:
|
|
|
|
|
|
Reliability
|
7.3%
|
93
|
%
|
|
Equipment Utilization
|
103.0%
|
126
|
%
|
|
Operating Expenses
|
98.0%
|
121
|
%
|
|
ROCE
|
5.6% (Fifth)
|
75
|
%
|
|
|
|
|
|
|
|
Overall Financial
|
104
|
%
|
•
|
2018 Compensation Structure.
Compensation structure consistent with the compensation structure approved by the Compensation Committee including a mix of base salary, performance-based bonus compensation and long-term incentives;
|
•
|
2018 Base Salaries.
In November 2017 for Ms. DeVelasco and at the time of their hire for Messrs. Lamp and Bley and Mses. Jackson and Buhrig, base salaries of $277,500; $1,000,000; $275,000; $435,000 and $500,000, respectively;
|
•
|
2018 Equity-Based Incentive Awards.
Effective November 2017 for Mr. Lamp, $1.5 million in performance units under the long-term incentive plan of CVR Energy (the “CVI LTIP”) and effective December 2017 for Mr. Pytosh and Ms. DeVelasco and in connection with their hire for Mses. Jackson and Buhrig and Mr. Bley, incentive units in connection with the CVI LTIP of 32,999; 17,656; 30,688, 40,072 and 12,069, respectively, which incentive units vest in one-third increments each December following the date of award, subject to the terms and conditions of the award agreement; and
|
•
|
2018 Performance-Based Bonus Plan.
In September 2018, the 2018 performance-based bonus plan for CVI Energy (the “2018 CVI Plan”) with target payouts under the 2018 CVI Plan of 150%, 135%, 60%, 120%, 120% and 60% of base salary to Messrs. Lamp, Pytosh and Bley and Mses. Buhrig, Jackson and DeVelasco, respectively, and terms and performance measures substantially similar to the 2018 UAN Plan except the peer group, which in the 2018 CVI Plan also included seven publicly traded petroleum refining and marketing companies the CVI Compensation Committee considered to be similar to CVR Energy with respect to operations and also competitive with CVR Energy for executive talent (Andeavor; Valero Energy Corp.; Marathon Petroleum Corp.; PBF Energy Inc.; Delek US Holdings, Inc.; HollyFrontier Corp.; and Par Pacific Holdings, Inc.); and
|
•
|
2018 CVI Plan Payout.
In February 2019, based on an average achievement of performance metrics under the 2018 CVI Plan of 125%, adjusted (for named executive officers other than Mr. Lamp), based on various factors including, among others, named executive officer performance during 2018, the significant achievement of CVR Energy during 2018 and the named executive officers’ contributions to such achievements, payouts under the 2018 CVI Plan of $1,875,000; $643,600; $168,500; $508,800; $474,800; and $419,800 to Messrs. Lamp, Pytosh and Bley and Mses. Jackson, Buhrig and DeVelasco, respectively.
|
Name and Principal Position
|
Year
|
Salary
($)(1)
|
Bonus
($)(2)
|
Stock Awards ($)(3)
|
Non-Equity Incentive Plan Compensation ($)(1,4)
|
All Other Compensation
($)(5)
|
Total ($)
|
||||||||||||
David L. Lamp, Executive Chairman
|
2018
|
$
|
1,000,000
|
|
$
|
—
|
|
$
|
1,500,035
|
|
$
|
1,875,000
|
|
$
|
20,064
|
|
$
|
4,395,099
|
|
|
2017
|
42,308
|
|
—
|
|
—
|
|
1,500,000
|
|
75,000
|
|
1,617,308
|
|
||||||
Mark A. Pytosh, President and Chief Executive Officer
|
2018
|
535,000
|
|
310,500
|
|
1,070,011
|
|
799,500
|
|
17,742
|
|
2,732,753
|
|
||||||
|
2017
|
525,000
|
|
—
|
|
1,069,996
|
|
736,349
|
|
17,442
|
|
2,348,787
|
|
||||||
|
2016
|
525,000
|
|
—
|
|
1,050,011
|
|
789,051
|
|
17,127
|
|
2,381,189
|
|
||||||
Tracy D. Jackson, Executive Vice President and Chief Financial Officer
|
2018
|
272,715
|
|
96,400
|
|
1,044,019
|
|
412,400
|
|
91,901
|
|
1,917,435
|
|
||||||
Melissa M. Buhrig, Executive Vice President, General Counsel and Secretary
|
2018
|
230,769
|
|
125,800
|
|
1,500,039
|
|
349,000
|
|
301,934
|
|
2,507,542
|
|
||||||
Matthew W. Bley, Chief Accounting Officer and Corporate Controller
|
2018
|
185,098
|
|
38,000
|
|
340,015
|
|
130,500
|
|
119,138
|
|
812,751
|
|
||||||
Janice T. DeVelasco, Vice President - Environmental, Health, Safety and Security
|
2018
|
277,500
|
|
224,300
|
|
167,019
|
|
195,500
|
|
18,523
|
|
882,842
|
|
||||||
|
2017
|
270,692
|
|
—
|
|
228,998
|
|
185,527
|
|
18,180
|
|
703,397
|
|
||||||
|
2016
|
262,724
|
|
—
|
|
220,006
|
|
142,848
|
|
17,265
|
|
642,843
|
|
||||||
Susan M. Ball, former Chief Financial Officer
|
2018
|
249,827
|
|
—
|
|
—
|
|
—
|
|
18,082
|
|
267,909
|
|
||||||
|
2017
|
425,000
|
|
—
|
|
969,987
|
|
705,942
|
|
19,612
|
|
2,120,541
|
|
||||||
|
2016
|
425,000
|
|
—
|
|
945,009
|
|
489,345
|
|
19,082
|
|
1,878,436
|
|
Name
|
Salary
($)
|
Bonus
($)
|
Stock Awards ($)
|
Non-Equity Incentive
Compensation
($)
|
Other
($)
|
|||||
David L. Lamp
|
150,000
|
|
—
|
|
225,005
|
|
281,250
|
|
3,010
|
|
Tracy D. Jackson
|
68,179
|
|
24,100
|
|
261,005
|
|
103,100
|
|
22,975
|
|
Melissa M. Buhrig
|
46,154
|
|
25,160
|
|
300,008
|
|
69,800
|
|
60,387
|
|
Matthew W. Bley
|
27,765
|
|
5,700
|
|
51,002
|
|
19,575
|
|
17,871
|
|
Janice T. Develasco
|
27,750
|
|
22,430
|
|
16,702
|
|
19,550
|
|
1,852
|
|
Susan M. Ball
|
62,457
|
|
—
|
|
—
|
|
—
|
|
4,520
|
|
Name
|
Salary
($)
|
Bonus
($)
|
Stock Awards ($)
|
Non-Equity Incentive Compensation
($)
|
Other
($)
|
|||||
Mark A. Pytosh
|
267,308
|
|
310,500
|
|
428,009
|
|
333,100
|
|
8,871
|
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)
|
|
Estimated Future Payouts under Equity Incentive
Plan Awards (2)
|
|||||||||||||
|
|
|
|
||||||||||||||||
Name
|
|
Bonus Plan /
Award Type
|
|
Grant Date
|
|
Threshold
($)(3)
|
|
Target
($)
|
|
Maximum
($)
|
|
Number
of Shares of
Stock or Units (#)
|
|
Grant Date Fair Value
($)
|
|||||
David L. Lamp
|
|
2018 CVI Plan
|
|
n/a
|
|
61,875
|
|
|
1,500,000
|
|
|
2,250,000
|
|
|
|
|
|
||
|
|
Incentive Units
|
|
12/14/18
|
|
|
|
—
|
|
|
—
|
|
|
39,652
|
|
|
1,500,035
|
|
|
Mark A. Pytosh
|
|
2018 CVI Plan
|
|
n/a
|
|
11,917
|
|
|
288,900
|
|
|
433,350
|
|
|
—
|
|
|
—
|
|
|
|
2018 UAN Plan
|
|
n/a
|
|
17,876
|
|
|
433,350
|
|
|
650,025
|
|
|
—
|
|
|
—
|
|
|
|
Incentive Units
|
|
12/14/18
|
|
|
|
—
|
|
|
—
|
|
|
11,314
|
|
|
428,009
|
|
|
|
|
Phantom Units
|
|
12/14/18
|
|
|
|
—
|
|
|
—
|
|
|
169,842
|
|
|
642,003
|
|
|
Tracy D. Jackson
|
|
2018 CVI Plan
|
|
n/a
|
|
13,499
|
|
|
327,258
|
|
|
490,887
|
|
|
—
|
|
|
—
|
|
|
|
Incentive Units
|
|
05/04/18
|
|
|
|
—
|
|
|
—
|
|
|
30,688
|
|
|
522,003
|
|
|
|
|
Incentive Units
|
|
12/14/18
|
|
|
|
—
|
|
|
—
|
|
|
13,799
|
|
|
522,016
|
|
|
Melissa M. Buhrig
|
|
2018 CVI Plan
|
|
n/a
|
|
11,423
|
|
|
276,923
|
|
|
415,385
|
|
|
|
|
|
||
|
|
Incentive Units
|
|
07/02/18
|
|
|
|
—
|
|
|
—
|
|
|
40,072
|
|
|
900,017
|
|
|
|
|
Incentive Units
|
|
12/14/18
|
|
|
|
—
|
|
|
—
|
|
|
15,861
|
|
|
600,022
|
|
|
Matthew W. Bley
|
|
2018 CVI Plan
|
|
n/a
|
|
4,581
|
|
|
111,059
|
|
|
166,588
|
|
|
|
|
|
||
|
|
Incentive Units
|
|
04/16/18
|
|
|
|
—
|
|
|
—
|
|
|
12,069
|
|
|
175,001
|
|
|
|
|
Incentive Units
|
|
12/14/18
|
|
|
|
—
|
|
|
—
|
|
|
4,362
|
|
|
165,014
|
|
|
Janice T. DeVelasco
|
|
2018 CVI Plan
|
|
n/a
|
|
6,868
|
|
|
166,500
|
|
|
249,750
|
|
|
—
|
|
|
—
|
|
|
|
Incentive Units
|
|
12/14/18
|
|
|
|
—
|
|
|
—
|
|
|
4,415
|
|
|
167,019
|
|
(1)
|
Amounts in these columns reflect amounts that could have been earned by the named executive officers under the 2018 UAN Plan (with respect to Mr. Pytosh) or under the 2018 CVI Plan (with respect to Messrs. Lamp, Pytosh and Bley and Mses. Jackson, Buhrig and DeVelasco) in respect of 2018 performance with respect to each performance measure, excluding the impact of individual discretionary performance adjustments applicable under the 2018 UAN Plan and the 2018 CVI Plan for each of the named executive officers other than Mr. Lamp. The performance measures and related goals for 2018 are set by the Compensation Committee and the CVI Compensation Committee, as applicable, as described in the “Compensation Discussion and Analysis.”
|
(2)
|
Amounts in these column reflect the number of and grant date fair value of (i) certain incentive units awarded to Messrs. Lamp, Pytosh, and Bley and Mses. Jackson, Buhrig and DeVelasco by CVR Energy during 2018 (including awards made to Mses. Jackson and Buhrig and Mr. Bley in connection with their hire); and (ii) phantom units awarded to Mr. Pytosh under the CVR Partners LTIP during 2018.
|
(3)
|
For the 2018 CVI Plan and the 2018 UAN Plan, ‘Threshold’ represents the minimum payout under the 2018 CVI Plan and the 2018 UAN Plan, as applicable, assuming CVR Energy and the Partnership, as applicable, have satisfied the Threshold EBITDA and have achieved performance under one of the EH&S measures equal to the prior year performance, resulting in payout of 50% of the 8.25% measure value, or 4.125% of total target payout. For more information and full description of the 2018 CVI Plan and the 208 UAN Plan, please see “Compensation Discussion and Analysis.”
|
|
|
|
|
|
|
Equity Awards That Have Not Vested
|
||||
Name
|
|
Award Type
|
|
Grant Date (1)
|
|
Number of Shares or
Units (#)
|
|
Market Value of Shares or Units ($)(2)
|
||
David L. Lamp
|
|
Incentive Units
|
|
12/14/18
|
|
39,652
|
|
(3)
|
1,367,201
|
|
Mark A. Pytosh
|
|
Phantom Units
|
|
12/31/16
|
|
38,674
|
|
|
132,265
|
|
|
|
Incentive Units
|
|
12/31/16
|
|
14,878
|
|
(3)
|
206,655
|
|
|
|
Phantom Units
|
|
12/29/17
|
|
123,342
|
|
|
419,363
|
|
|
|
Incentive Units
|
|
12/29/17
|
|
21,999
|
|
(3)
|
284,887
|
|
|
|
Phantom Units
|
|
12/14/18
|
|
169,842
|
|
|
577,463
|
|
|
|
Incentive Units
|
|
12/14/18
|
|
11,314
|
|
(3)
|
390,107
|
|
Tracy D. Jackson
|
|
Incentive Units
|
|
12/14/18
|
|
13,799
|
|
(3)
|
475,790
|
|
|
|
Incentive Units
|
|
05/04/18
|
|
20,458
|
|
(3)
|
245,291
|
|
Melissa M. Buhrig
|
|
Incentive Units
|
|
12/14/18
|
|
15,861
|
|
(3)
|
546,887
|
|
|
|
Incentive Units
|
|
07/02/18
|
|
26,714
|
|
(3)
|
320,301
|
|
Matthew W. Bley
|
|
Incentive Units
|
|
12/14/18
|
|
4,362
|
|
(3)
|
150,402
|
|
|
|
Incentive Units
|
|
04/16/18
|
|
8,046
|
|
(3)
|
100,575
|
|
Janice T. Develasco
|
|
Incentive Units
|
|
12/31/16
|
|
7,793
|
|
(3)
|
108,245
|
|
|
|
Incentive Units
|
|
12/29/17
|
|
11,770
|
|
(3)
|
152,422
|
|
|
|
Incentive Units
|
|
12/14/18
|
|
4,415
|
|
(3)
|
152,229
|
|
(2)
|
This column represents the number of unvested units outstanding on December 31, 2018, multiplied by: (a) for incentive units issued on December 14, 2018, $34.48 (equal to the December 31, 2018, closing price (the “Closing Price”) of CVR Energy common stock); (b) for incentive units issued on December 31, 2016 and December 29, 2017, $13.89 and $12.95, respectively (equal to the Closing Price of CVR Refining common units plus $3.46 and $2.52 in accrued distributions, respectively); (c) for incentive units issued on April 16, May 4 and June 2, 2018, $12.50, $11.99 and $11.99, respectively (equal to the Closing Price of CVR Refining common units plus $2.07 in accrued distributions for the April 16, 2018 award and $1.56 in accrued distributions for the May 4 and June 2 awards); and (d) for phantom units issued on December 31, 2016, December 29, 2017 and December 14, 2018, $3.42, $3.40 and $3.40, respectively (equal to the Closing Price of Partnership common units, plus $0.02 in accrued distributions for the 2016 award only).
|
|
|
Equity Awards
|
|
||||
Name
|
|
Number of Shares or Units
Acquired on Vesting (#)
|
|
Value Realized
on Vesting ($)
|
|
||
Mark A. Pytosh
|
|
26,683
|
|
|
112,069
|
|
(1)
|
|
|
6,849
|
|
|
112,735
|
|
(2)
|
|
|
38,674
|
|
|
136,519
|
|
(3)
|
|
|
14,878
|
|
|
249,355
|
|
(4)
|
|
|
61,672
|
|
|
216,469
|
|
(5)
|
|
|
11,000
|
|
|
174,020
|
|
(6)
|
Tracy D. Jackson
|
|
10,230
|
|
|
152,018
|
|
(7)
|
Melissa M. Buhrig
|
|
13,358
|
|
|
198,500
|
|
(7)
|
Matthew W. Bley
|
|
4,023
|
|
|
61,834
|
|
(8)
|
Janice T. DeVelasco
|
|
3,424
|
|
|
56,359
|
|
(2)
|
|
|
7,793
|
|
|
130,611
|
|
(4)
|
|
|
5,886
|
|
|
93,117
|
|
(6)
|
(1)
|
For phantom units that vested during fiscal year 2018, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Partners’ common units in accordance with the agreement, and (ii) accrued distributions of $0.73 per unit.
|
(2)
|
For incentive units for Mr. Pytosh and Ms. DeVelasco that vested during fiscal year 2018, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Refining’s common units in accordance with the agreement, and (ii) accrued distributions of $3.46 per unit.
|
(3)
|
For phantom units that vested during fiscal year 2018, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Partners’ common units in accordance with the agreement, and (ii) accrued distributions of $0.02 per unit.
|
(4)
|
For incentive units for Mr. Pytosh and Ms. DeVelasco that vested during fiscal year 2018, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Refining’s common units in accordance with the agreement, and (ii) accrued distributions of $3.46 per unit.
|
|
Cash Severance ($)
|
|
Benefit Continuation ($)(3)
|
||||||||||||||||||||||||||
|
Death
|
|
Disability
|
|
Retirement
|
|
Termination without
Cause or
with Good Reason
|
|
Death
|
|
Disability
|
|
Retirement
|
|
Termination without
Cause or
with Good Reason
|
||||||||||||||
|
|
|
|
|
|
|
(1)
|
|
(2)
|
|
|
|
|
|
|
|
(1)
|
|
(2)
|
||||||||||
David L. Lamp
|
3,500,000
|
|
|
3,500,000
|
|
|
—
|
|
|
3,500,000
|
|
|
10,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Mark A. Pytosh
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,357,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Tracy D. Jackson
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
957,013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Melissa M. Buhrig
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Matthew W. Bley
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
440,003
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
For phantom units of the Partnership issued to Mr. Pytosh, if Mr. Pytosh (a) is terminated other than for cause or, (b) only with respect to the phantom units issued in 2015 and 2016 award agreements, resigns for good reason in the absence of a change in control, or (c) is terminated due to death or disability, then the portion of the award scheduled to vest in the year in which such event occurs becomes immediately vested and the remaining portion is forfeited. If Mr. Pytosh is terminated other than for cause or resigns for good reason in connection with a change in control all unvested awards accelerate.
|
•
|
For incentive units of CVR Energy granted to named executive officers, if such named executive officer (a) is terminated other than for cause, or (b) resigns for good reason in the absence of a change in control, or (c) is terminated due to death or disability, then the portion of the award scheduled to vest in the year in which such event occurs becomes immediately vested and the remaining portion is forfeited. If such named executive officer is terminated other than for cause or resigns for good reason in connection with a change in control all unvested awards accelerate.
|
|
Death ($)
|
|
Disability ($)
|
|
Retirement ($)
|
|
Termination without
Cause or
with Good Reason ($)
|
|||||||
|
|
|
|
|
|
|
(1)
|
|
(2)
|
|||||
David L. Lamp
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000,000
|
|
Mark A. Pytosh
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,802,474
|
|
Tracy D. Jackson
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
730,712
|
|
Melissa M. Buhrig
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
877,714
|
|
Matthew W. Bley
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249,649
|
|
Name
|
|
Fees Earned or Paid in
Cash(1)($)
|
|
Unit Awards($)
|
|
Total Compensation ($)
|
||
Donna R. Ecton
|
|
55,000
|
|
—
|
|
|
55,000
|
|
Frank M. Muller, Jr.
|
|
55,500
|
|
—
|
|
|
55,500
|
|
Peter K. Shea
|
|
50,500
|
|
—
|
|
|
50,500
|
|
(1)
|
Amounts reflected in this column include annual retainer fees and additional fees for service as committee members, including the chair positions during 2018.
|
•
|
our general partner;
|
•
|
each of our general partner’s directors;
|
•
|
each of our named executive officers;
|
•
|
each unitholder known by us to beneficially hold five percent or more of our outstanding units; and,
|
•
|
all of our general partner’s executive officers and directors as a group.
|
|
Common Units
Beneficially Owned
|
|||||
Name of Beneficial Owner
|
Number
|
|
Percent
|
|||
CVR GP, LLC(1)
|
—
|
|
|
—
|
|
|
Coffeyville Resources, LLC (2)
|
38,920,000
|
|
|
34.4
|
%
|
|
Goldman Sachs Group, Inc. (3)
|
10,790,384
|
|
|
9.5
|
%
|
|
Morgan Stanley (4)
|
6,918,858
|
|
|
6.1
|
%
|
|
David L. Lamp
|
—
|
|
|
—
|
|
|
Mark A. Pytosh
|
75,932
|
|
|
*
|
|
|
Tracy D. Jackson
|
—
|
|
|
—
|
|
|
Melissa M. Buhrig
|
—
|
|
|
—
|
|
|
Matthew W. Bley
|
—
|
|
|
—
|
|
|
Janice T. DeVelasco
|
—
|
|
|
—
|
|
|
Donna R. Ecton
|
30,469
|
|
|
*
|
|
|
Jonathan Frates
|
—
|
|
|
—
|
|
|
Hunter C. Gary
|
—
|
|
—
|
|
—
|
|
Andrew Langham
|
—
|
|
|
—
|
|
|
Frank M. Muller, Jr.
|
35,122
|
|
|
*
|
|
|
Peter K. Shea
|
586
|
|
|
*
|
|
|
All directors and executive officers of our general partner as a group (12 persons)(9)
|
142,109
|
|
|
*
|
|
*
|
Less than 1%
|
(1)
|
CVR GP, LLC, a wholly-owned subsidiary of CRLLC, is our general partner and manages and operates CVR Partners and has a non-economic general partner interest with an address at 2277 Plaza Drive, Suite 500, Sugar Land, TX 77479.
|
(2)
|
CRLLC is an indirect wholly-owned subsidiary of CVR Energy, with an address at 2277 Plaza Drive, Suite 500, Sugar Land, TX 77479.
CVR Energy may be deemed to have direct beneficial ownership of the common units held by CRLLC by virtue of its control of CRLLC. The directors of CVR Energy are Patricia A. Agnello, Bob. G. Alexander, SungHwan Cho, Jonathan Frates, Hunter C. Gary, David L. Lamp, Stephen Mongillo, and James M. Strock.
|
(3)
|
Beneficial ownership information is based on a Schedule 13G filed with the SEC on February 7, 2019 by Goldman Sachs Group, Inc. with an address of 200 West Street, New York, New York 10282. Goldman Sachs Group, Inc. has shared voting power with respect to 10,790,384 units and shared dispositive power of 10,790,384 units.
|
(4)
|
Beneficial ownership information is based on a Schedule 13F/A filed with the SEC on November 20, 2018 by Morgan Stanley with an address of 1585 Broadway, New York, New York 10036. Morgan Stanley has sole voting power with respect to 6,710,874 units, shared voting power with with respect to 193,253 units and no voting power with respect to 14,731 units.
|
(5)
|
The number of common units owned by all of the directors and executive officers of our general partner, as a group, reflects the sum of (i) the 75,932 common units owned by Mr. Pytosh, (ii) the 30,469 common units owned by Ms. Ecton, (iii) the 35,122 common units owned by Mr. Muller, and (iv) the 586 owned by Mr. Shea.
|
Plan Category
|
|
Number of Securities to be
Issued Upon Vesting
|
|
Weighted-Average
Exercise Price of
Outstanding
Securities
|
|
Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans
|
|
|||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
|
|||
CVR Partners, LP Long- Term Incentive Plan
|
|
—
|
|
|
—
|
|
|
4,820,215
|
|
(1)
|
Equity compensation plans not approved by security holders:
|
|
—
|
|
|
—
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|||
Total
|
|
—
|
|
|
—
|
|
|
4,820,215
|
|
|
|
Fiscal
|
|
Fiscal
|
||||
(in thousands)
|
Year 2018
|
|
Year 2017
|
||||
|
|
|
|
||||
Audit fees (1)
|
$
|
671
|
|
|
$
|
654
|
|
Audit-related fees
|
—
|
|
|
—
|
|
||
Tax fees
|
—
|
|
|
—
|
|
||
All other fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
671
|
|
|
$
|
654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101*
|
The following financial information for CVR Partners, LP’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL (“Extensible Business Reporting Language”) includes: (1) Consolidated Balance Sheets, (2) Consolidated Statements of Operations, (3) Consolidated Statements of Comprehensive Income (Loss), (4) Consolidated Statement of Partners’ Capital, (5) Consolidated Statements of Cash Flows and (6) the Notes to Consolidated Financial Statements, tagged as blocks of text.
|
*
|
|
Filed herewith.
|
|
|
|
**
|
|
Previously filed.
|
|
|
|
†
|
|
Furnished herewith.
|
|
|
|
+
|
|
Denotes management contract or compensatory plan or arrangement.
|
|
CVR Partners, LP
|
|
|
By:
|
CVR GP, LLC, its general partner
|
|
By:
|
/s/ MARK A. PYTOSH
|
|
|
Mark A. Pytosh
President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ DAVID L. LAMP
|
Chairman of the Board of Directors, Executive Chairman (Principal Executive Officer)
|
February 21, 2019
|
David L. Lamp
|
|
|
|
|
|
/s/ MARK A. PYTOSH
|
President and Chief Executive Officer (Principal Executive Officer)
|
February 21, 2019
|
Mark A. Pytosh
|
|
|
|
|
|
/s/ TRACY D. JACKSON
|
Executive Vice President, Chief Financial Officer (Principal Financial Officer)
|
February 21, 2019
|
Tracy D. Jackson
|
|
|
|
|
|
/s/ MATTHEW W. BLEY
|
Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
|
February 21, 2019
|
Matthew W. Bley
|
|
|
|
|
|
/s/ DONNA R. ECTON
|
Director
|
February 21, 2019
|
Donna R. Ecton
|
|
|
|
|
|
/s/ JONATHAN FRATES
|
Director
|
February 21, 2019
|
Jonathan Frates
|
|
|
|
|
|
/s/ ANDREW LANGHAM
|
Director
|
February 21, 2019
|
Andrew Langham
|
|
|
|
|
|
/s/ FRANK M. MULLER, JR.
|
Director
|
February 21, 2019
|
Frank M. Muller, Jr.
|
|
|
|
|
|
/s/ HUNTER C. GARY
|
Director
|
February 21, 2019
|
Hunter C. Gary
|
|
|
|
|
|
/s/ PETER K. SHEA
|
Director
|
February 21, 2019
|
Peter K. Shea
|
|
|
1 Year CVR Partners Chart |
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