0001425292-19-000034 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2019	Oct. 22, 2019
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	001-35120
Entity Registrant Name	CVR PARTNERS, LP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	56-2677689
Entity Address, Address Line One	2277 Plaza Drive, Suite 500
Entity Address, City or Town	Sugar Land
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77479
City Area Code	281
Local Phone Number	207-3200
Title of 12(b) Security	Common units representing limited partner interests
Trading Symbol	UAN
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		113,282,973
Entity Central Index Key	0001425292
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 83,667	$ 61,776
Accounts receivable	14,909	61,662
Inventories	56,864	63,554
Prepaid expenses and other current assets	4,608	6,989
Total current assets	160,048	193,981
Property, plant, and equipment, net	964,502	1,015,240
Goodwill	40,969	40,969
Other long-term assets	14,803	4,198
Total assets	1,180,322	1,254,388
Current liabilities:
Accounts payable	29,389	26,789
Accounts payable to affiliates	2,131	2,976
Deferred revenue	16,448	68,804
Other current liabilities	36,687	24,066
Total current liabilities	84,655	122,635
Long-term debt	631,520	628,989
Other long-term liabilities	11,791	2,938
Total long-term liabilities	643,311	631,927
Commitments and contingencies (see Note 11)
Partners’ capital:
Common unitholders, 113,282,973 units issued and outstanding at September 30, 2019 and December 31, 2018	452,355	499,825
General partner interest	1	1
Total partners’ capital	452,356	499,826
Total liabilities and partners’ capital	$ 1,180,322	$ 1,254,388

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parentheticals) - shares	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common unitholders, issued (in units)	113,282,973	113,282,973
Common unitholders, outstanding (in units)	113,282,973	113,282,973

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Net sales	$ 88,582	$ 79,909	$ 318,115	$ 252,965
Operating costs and expenses:
Cost of materials and other	21,617	19,590	71,347	61,198
Direct operating expenses (exclusive of depreciation and amortization)	47,554	35,334	128,004	121,468
Depreciation and amortization	18,418	16,035	60,032	52,866
Cost of sales	87,589	70,959	259,383	235,532
Selling, general and administrative expenses	6,326	6,393	19,637	18,955
Loss on asset disposals	2,184	28	2,629	160
Operating (loss) income	(7,517)	2,529	36,466	(1,682)
Other (expense) income:
Interest expense, net	(15,621)	(15,693)	(46,870)	(47,080)
Other income, net	174	30	229	100
Net loss before income taxes	(22,964)	(13,134)	(10,175)	(48,662)
Income tax expense (benefit)	12	12	(88)	(6)
Net loss	$ (22,976)	$ (13,146)	$ (10,087)	$ (48,656)
Basic and diluted loss per unit data (in dollars per unit)	$ (0.20)	$ (0.12)	$ (0.09)	$ (0.43)
Distributions declared per common unit (in dollars per unit)	$ 0.14	$ 0	$ 0.33	$ 0
Weighted-average common units outstanding:
Basic and Diluted (in units)	113,283	113,283	113,283	113,283

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (unaudited) - USD ($) $ in Thousands	Total	General Partner Interest	Common Units
Beginning balance (in units) at Dec. 31, 2017			113,282,973
Beginning balance at Dec. 31, 2017	$ 549,853	$ 1	$ 549,852
Increase (Decrease) in Partners' Capital
Net income (loss)	(19,051)		$ (19,051)
Ending balance (in units) at Mar. 31, 2018			113,282,973
Ending balance at Mar. 31, 2018	530,802	1	$ 530,801
Beginning balance (in units) at Dec. 31, 2017			113,282,973
Beginning balance at Dec. 31, 2017	549,853	1	$ 549,852
Increase (Decrease) in Partners' Capital
Net income (loss)	(48,656)
Ending balance (in units) at Sep. 30, 2018			113,282,973
Ending balance at Sep. 30, 2018	501,197	1	$ 501,196
Beginning balance (in units) at Mar. 31, 2018			113,282,973
Beginning balance at Mar. 31, 2018	530,802	1	$ 530,801
Increase (Decrease) in Partners' Capital
Net income (loss)	(16,459)		$ (16,459)
Ending balance (in units) at Jun. 30, 2018			113,282,973
Ending balance at Jun. 30, 2018	514,343	1	$ 514,342
Increase (Decrease) in Partners' Capital
Net income (loss)	(13,146)		$ (13,146)
Ending balance (in units) at Sep. 30, 2018			113,282,973
Ending balance at Sep. 30, 2018	501,197	1	$ 501,196
Beginning balance (in units) at Dec. 31, 2018			113,282,973
Beginning balance at Dec. 31, 2018	499,826	1	$ 499,825
Increase (Decrease) in Partners' Capital
Cash distributions to common unitholders - Affiliates	(4,670)		(4,670)
Cash distributions to common unitholders - Non-affiliates	(8,924)		(8,924)
Net income (loss)	(6,079)		$ (6,079)
Ending balance (in units) at Mar. 31, 2019			113,282,973
Ending balance at Mar. 31, 2019	480,153	1	$ 480,152
Beginning balance (in units) at Dec. 31, 2018			113,282,973
Beginning balance at Dec. 31, 2018	499,826	1	$ 499,825
Increase (Decrease) in Partners' Capital
Net income (loss)	(10,087)
Ending balance (in units) at Sep. 30, 2019			113,282,973
Ending balance at Sep. 30, 2019	452,356	1	$ 452,355
Beginning balance (in units) at Mar. 31, 2019			113,282,973
Beginning balance at Mar. 31, 2019	480,153	1	$ 480,152
Increase (Decrease) in Partners' Capital
Cash distributions to common unitholders - Affiliates	(2,724)		(2,724)
Cash distributions to common unitholders - Non-affiliates	(5,205)		(5,205)
Net income (loss)	18,968		$ 18,968
Ending balance (in units) at Jun. 30, 2019			113,282,973
Ending balance at Jun. 30, 2019	491,192	1	$ 491,191
Increase (Decrease) in Partners' Capital
Cash distributions to common unitholders - Affiliates	(5,449)		(5,449)
Cash distributions to common unitholders - Non-affiliates	(10,411)		(10,411)
Net income (loss)	(22,976)		$ (22,976)
Ending balance (in units) at Sep. 30, 2019			113,282,973
Ending balance at Sep. 30, 2019	$ 452,356	$ 1	$ 452,355

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net loss	$ (10,087)	$ (48,656)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	60,032	52,866
Share-based compensation	2,970	2,695
Other adjustments	5,256	2,640
Change in assets and liabilities:
Current assets and liabilities	9,283	16,490
Non-current assets and liabilities	1,218	1,083
Net cash provided by operating activities	68,672	27,118
Cash flows from investing activities:
Capital expenditures	(9,487)	(15,022)
Proceeds from sale of assets	89	172
Net cash used in investing activities	(9,398)	(14,850)
Cash flows from financing activities:
Cash distributions to common unitholders - Affiliates	(12,843)	0
Cash distributions to common unitholders - Non-affiliates	(24,540)	0
Net cash used in financing activities	(37,383)	0
Net increase in cash and cash equivalents	21,891	12,268
Cash and cash equivalents, beginning of period	61,776	49,173
Cash and cash equivalents, end of period	$ 83,667	$ 61,441

Organization and Nature of Business	9 Months Ended
Organization and Nature of Business	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Business	(1) Organization and Nature of Business CVR Partners, LP (referred to as “CVR Partners” or the “Partnership”) is a Delaware limited partnership formed by CVR Energy, Inc. (together with its subsidiaries, but excluding the Partnership and its subsidiaries, “CVR Energy”) to own, operate and grow its nitrogen fertilizer business. The Partnership produces nitrogen fertilizer products at two manufacturing facilities, which are located in Coffeyville, Kansas (the “Coffeyville Facility”) and East Dubuque, Illinois (the “East Dubuque Facility”). The Coffeyville Facility sells and distributes products to destinations located principally on the Union Pacific railroad, the BNSF Railway railroad, or as direct shipments to customers, while the East Dubuque Facility primarily sells to customers located within 200 miles of the facility. As used in these financial statements, references to CVR Partners, the Partnership, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Partners or one or both of the facilities, as the context may require. As of September 30, 2019, public security holders held approximately 66% of the Partnership’s outstanding limited partner interests and Coffeyville Resources, LLC (“CRLLC”), a wholly-owned subsidiary of CVR Energy, held approximately 34% of the Partnership’s outstanding limited partner interests and 100% of the Partnership’s general partner interest is held by CVR GP, LLC (“CVR GP” or the “general partner”), a wholly owned subsidiary of CVR Energy. As of September 30, 2019, Icahn Enterprises L.P. (“IEP”) and its affiliates owned approximately 71% of the common stock of CVR Energy. Management and Operations The Partnership, including CVR GP, is party to a number of agreements with CVR Energy and its subsidiaries to manage certain business relationships between the Partnership and the other parties thereto. The various rights and responsibilities of the Partnership, and its partners, are set forth in the Partnership’s limited partnership agreement and, as applicable, those agreements with CVR Energy. CVR GP manages and operates the Partnership via a combination of the general partner’s senior management team and CVR Energy’s senior management team pursuant to a services agreement among CVR Energy, CVR GP and the Partnership. See Note 13 (“Related Party Transactions”) for further discussion. Common unitholders have limited voting rights on matters affecting the Partnership and have no right to elect the general partner’s directors on an annual or continuing basis.

Basis of Presentation	9 Months Ended
Basis of Presentation	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	(2) Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). These condensed consolidated financial statements should be read in conjunction with the December 31, 2018 audited consolidated financial statements and notes thereto included in CVR Partners’ Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Form 10-K”). In the opinion of the Partnership’s management, the accompanying condensed consolidated financial statements reflect all adjustments that are necessary for fair presentation of the financial position and results of operations of the Partnership for the periods presented. Such adjustments are of a normal recurring nature, unless otherwise disclosed. Certain reclassifications have been made within the condensed consolidated statements of operations for the three and nine months ended September 30, 2018 to conform with current presentation. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results that will be realized for the year ending December 31, 2019 or any other interim or annual period.

Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Recent Accounting Pronouncements

(3) Recent Accounting Pronouncements

Recent Accounting Pronouncement - Adoption of New Lease Standard

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-02, “Leases” (“ASU 2016-02”), creating a new topic, FASB ASC Topic 842, “Leases” (“Topic 842”), 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 a right-of-use (“ROU”) asset representing its right to use the underlying asset for the lease term on the balance sheet. The ROU asset is classified as Other long-term assets on the condensed consolidated balance sheet. The current and long-term lease liabilities are classified as Other current liabilities and Other long-term liabilities, respectively, on the condensed consolidated balance sheet.

We adopted Topic 842 as of January 1, 2019, electing the option to apply the transition provisions at the adoption date instead of the earliest comparative period presented in the financial statements. In connection with the adoption of Topic 842, we made the following elections:


•	Under the short-term lease exception provided for in Topic 842, only ROU assets and the related lease liabilities for leases with an initial term greater than one year were recognized;


•	The accounting treatment for existing land easements was carried forward;


•	Lease and non-lease components were not, and will not, be bifurcated for all of the Partnership’s asset groups; and


•	The portfolio approach was, and will continue to 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.

The adoption of Topic 842 on January 1, 2019 incrementally impacted the Partnership’s condensed consolidated balance sheet as of that date. The following presents the financial statement line items impacted by the Partnership’s Topic 842 adoption.

Effect of Topic 842 Adoption on the Condensed Consolidated Balance Sheet as of January 1, 2019



(in thousands)	December 31, 2018 As Stated		Effect of Adoption of Topic 842 - Leases (Unaudited)				January 1, 2019 As Adjusted
Current assets:
Prepaid expenses and other current assets	$	6,989	$	(2,650	)	(1)	$	4,339
Total currents assets	193,981		(2,650		)		191,331
Other long-term assets	4,198		16,923			(2)	21,121
Total assets	$	1,254,388	$	14,273			$	1,268,661
Current liabilities:
Other current liabilities	$	24,066	$	3,462		(3)	$	27,528
Total current liabilities	122,635		3,462				126,097
Long-term liabilities:
Other long-term liabilities	2,938		10,811			(3)	13,749
Total long-term liabilities	631,927		10,811				642,738
Equity:
Total liabilities and partners’ capital	$	1,254,388	$	14,273			$	1,268,661


(1)	Represents lease prepayments reclassified to ROU assets.


(2)	Represents recognition of initial ROU assets for operating leases, including the reclassification of certain lease prepayments.


(3)	Represents the initial recognition of lease liabilities.

New Accounting Standards Issued But Not Yet Implemented

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820). The ASU eliminates such disclosures as the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy. Certain disclosures are required to be applied on a retrospective basis and others on a prospective basis. This ASU is effective for the Partnership beginning January 1, 2020, with early adoption permitted. The Partnership is evaluating the effect of adopting this ASU, but does not currently expect adoption will have a material impact on the Partnership’s disclosures.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). This ASU addresses customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service

contract and also adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This standard is effective for the Partnership beginning January 1, 2020 with early adoption permitted. The amendments in this standard can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Partnership is evaluating the effect of adopting this new accounting guidance on its consolidated financial statements, but does not currently expect adoption will have a material impact on the Partnership’s consolidated financial position or results of operations.

Inventories

9 Months Ended

Sep. 30, 2019

Inventory Disclosure [Abstract]

Inventories

(4) Inventories

Inventories consisted of the following:



(in thousands)	September 30, 2019		December 31, 2018
Finished goods	$	19,919	$	25,136
Raw materials	362		439
Parts, supplies and other	36,583		37,979
Total inventories	$	56,864	$	63,554

Property, Plant and Equipment

9 Months Ended

Sep. 30, 2019

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

(5) Property, Plant and Equipment

Property, plant and equipment consisted of the following:



(in thousands)	September 30, 2019		December 31, 2018
Machinery and equipment	$	1,360,019	$	1,362,965
Buildings and improvements	17,116		17,116
Automotive equipment	16,719		16,773
Land and improvements	13,751		13,250
Construction in progress	17,299		15,126
Other	1,654		2,753
	1,426,558		1,427,983
Less: Accumulated depreciation	462,056		412,743
Total property, plant and equipment, net	$	964,502	$	1,015,240

On October 22, 2019, the Audit Committee of CVR Energy and the Conflicts Committee of the Board of Directors of the general partner of CVR Partners each agreed to authorize the exchange of certain parcels of property owned by subsidiaries of CVR Energy with an equal number of parcels owned by subsidiaries of CVR Partners, all located in Coffeyville, Kansas (the “Property Swap”). This Property Swap will enable each such subsidiary to create a more usable contiguous parcel of land near its own operating footprint. The Partnership will account for this transaction in accordance with the ASC 805-50 guidance on transferring assets between entities under common control.

Leases

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Leases

(6) Leases

Lease Overview

We lease railcars and certain facilities to support the Partnership’s operations. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years or more. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain of our lease agreements include rental payments which are adjusted periodically for factors such as inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Additionally, we do not have any material lessor or sub-leasing arrangements.

Effect of Initial Adoption of New Lease Standard - January 1, 2019

ROU Assets. Upon initial recognition, our ROU assets for operating and finance leases were comprised of the following:



(in thousands)	January 1, 2019 (initial recognition)
Railcar leases	$	14,255
Real Estate and other leases	18
Total ROU assets	$	14,273

Lease Liabilities. Upon initial recognition, our lease liabilities for operating and finance leases were comprised of the following:



(in thousands)	January 1, 2019 (initial recognition)
Current liabilities:
Operating leases	$	3,462
Long-term liabilities:
Operating leases	10,811
Total lease liabilities	$	14,273

Balance Sheet Summary for the Period Ended September 30, 2019

The following tables summarize the ROU asset and lease liability balances for the Partnership’s operating and finance leases at September 30, 2019:



(in thousands)	September 30, 2019
Operating Leases:
ROU asset, net
Railcars	$	11,454
Real estate and other	2,396
Lease liability
Railcars	$	11,666

Financing Leases:
ROU asset, net
Real estate and other	$	226
Lease liability
Real estate and other	$	229

Lease Expense Summary for the Three and Nine months ended September 30, 2019

We recognize lease expense on a straight-line basis over the lease term. For the three and nine months ended September 30, 2019, we recognized lease expense comprised of the following components:



(in thousands)	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Operating lease expense	$	1,023	$	3,069
Financing lease expense:
Amortization of ROU asset	$	25	$	297
Interest expense on lease liability	2		17

Short-term lease expense, recognized within direct operating expenses, was $0.2 million and $0.3 million for the three and nine months ended September 30, 2019, respectively.

Lease Terms and Discount Rates

The following outlines the remaining lease terms and discount rates used in the measurement of the Partnership’s ROU assets and liabilities:



	September 30, 2019		January 1, 2019 (initial recognition)
Weighted-average remaining lease term (years)
Operating Leases	3.7		4.3
Finance Leases	2.5		0.5
Weighted-average discount rate
Operating Leases	5.1	%	5.1	%
Finance Leases	3.9	%	8.0	%

Maturities of Lease Liabilities

The following summarizes the remaining minimum lease payments through maturity of the Partnership’s ROU assets and liabilities at September 30, 2019:



(in thousands)	Operating Leases			Financing Leases
Remainder of 2019	$	1,023		$	27
2020	3,602			107
2021	3,430			107
2022	2,990			—
2023	1,133			—
Thereafter	648			—
Total lease payments	12,826			241
Less: imputed interest	(1,160		)	(12		)
Total lease liability	$	11,666		$	229

Leases

(6) Leases

Lease Overview

Effect of Initial Adoption of New Lease Standard - January 1, 2019

ROU Assets. Upon initial recognition, our ROU assets for operating and finance leases were comprised of the following:



(in thousands)	January 1, 2019 (initial recognition)
Railcar leases	$	14,255
Real Estate and other leases	18
Total ROU assets	$	14,273

Lease Liabilities. Upon initial recognition, our lease liabilities for operating and finance leases were comprised of the following:



(in thousands)	January 1, 2019 (initial recognition)
Current liabilities:
Operating leases	$	3,462
Long-term liabilities:
Operating leases	10,811
Total lease liabilities	$	14,273

Balance Sheet Summary for the Period Ended September 30, 2019

The following tables summarize the ROU asset and lease liability balances for the Partnership’s operating and finance leases at September 30, 2019:



(in thousands)	September 30, 2019
Operating Leases:
ROU asset, net
Railcars	$	11,454
Real estate and other	2,396
Lease liability
Railcars	$	11,666

Financing Leases:
ROU asset, net
Real estate and other	$	226
Lease liability
Real estate and other	$	229

Lease Expense Summary for the Three and Nine months ended September 30, 2019

We recognize lease expense on a straight-line basis over the lease term. For the three and nine months ended September 30, 2019, we recognized lease expense comprised of the following components:



(in thousands)	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Operating lease expense	$	1,023	$	3,069
Financing lease expense:
Amortization of ROU asset	$	25	$	297
Interest expense on lease liability	2		17

Short-term lease expense, recognized within direct operating expenses, was $0.2 million and $0.3 million for the three and nine months ended September 30, 2019, respectively.

Lease Terms and Discount Rates

The following outlines the remaining lease terms and discount rates used in the measurement of the Partnership’s ROU assets and liabilities:



	September 30, 2019		January 1, 2019 (initial recognition)
Weighted-average remaining lease term (years)
Operating Leases	3.7		4.3
Finance Leases	2.5		0.5
Weighted-average discount rate
Operating Leases	5.1	%	5.1	%
Finance Leases	3.9	%	8.0	%

Maturities of Lease Liabilities

The following summarizes the remaining minimum lease payments through maturity of the Partnership’s ROU assets and liabilities at September 30, 2019:



(in thousands)	Operating Leases			Financing Leases
Remainder of 2019	$	1,023		$	27
2020	3,602			107
2021	3,430			107
2022	2,990			—
2023	1,133			—
Thereafter	648			—
Total lease payments	12,826			241
Less: imputed interest	(1,160		)	(12		)
Total lease liability	$	11,666		$	229

Other Current Liabilities

9 Months Ended

Sep. 30, 2019

Payables and Accruals [Abstract]

Other Current Liabilities

(7) Other Current Liabilities

Other current liabilities consisted of the following:



(in thousands)	September 30, 2019		December 31, 2018
Accrued interest	$	17,470	$	2,516
Personnel accruals	7,099		7,993
Share-based compensation	4,959		2,667
Operating lease liabilities	3,220		—
Sales incentives	613		1,727
Prepaid revenue contracts	459		5,863
Other accrued expenses and liabilities	2,867		3,300
Total other current liabilities	$	36,687	$	24,066

Other current liabilities include amounts accrued by the Partnership and owed to CVR Energy and its affiliates of $4.7 million and $3.5 million at September 30, 2019 and December 31, 2018, respectively. See Note 13 (“Related Party Transactions”) for additional discussion.

Long-Term Debt

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Long-Term Debt

(8) Long-Term Debt

Long-term debt consists of the following:



(in thousands)	September 30, 2019			December 31, 2018
9.25% Senior Secured Notes, due 2023 (1)	$	645,000		$	645,000
6.50% Notes, due 2021	2,240			2,240
Unamortized discount and debt issuance costs	(15,720		)	(18,251		)
Total long-term debt	$	631,520		$	628,989


(1)	The estimated fair value of long-term debt outstanding was approximately $672.4 million and $670.8 million as of September 30, 2019 and December 31, 2018, respectively.

Credit Facility



(in thousands)	Total Capacity		Amount Borrowed as of September 30, 2019		Outstanding Letters of Credit		Available Capacity as of September 30, 2019		Maturity Date
Asset Based (“AB”) Credit Facility (2)	$	47,517	$	—	$	—	$	47,517	September 30, 2021


(2)	At the option of the borrowers, loans under the AB 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.

Covenant Compliance

The Partnership is in compliance with all covenants of the AB Credit Facility, the 9.25% Senior Secured Notes, and the 6.50% Notes as of September 30, 2019.

Revenue

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenue

(9) Revenue

The following table presents the Partnership’s revenue, disaggregated by major product:



	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2019		2018		2019		2018
Ammonia	$	11,110	$	11,391	$	74,416	$	51,361
UAN	61,970		52,681		199,576		156,838
Urea products	4,575		4,987		14,251		14,834
Net sales, exclusive of freight and other	77,655		69,059		288,243		223,033
Freight revenue	8,752		8,805		23,909		23,908
Other revenue	2,175		2,045		5,963		6,024
Net sales	$	88,582	$	79,909	$	318,115	$	252,965

The Partnership sells its products, on a wholesale basis, under a contract or by purchase order. The Partnership’s contracts with customers generally contain fixed pricing and most have terms of less than one year. The Partnership recognizes revenue at the point in time at which the customer obtains control of the product, which is generally upon delivery and acceptance by the customer. The customer acceptance point is stated in the contract and may be at one of the Partnership’s manufacturing facilities, at one of the Partnership’s off-site loading facilities or at the customer’s designated facility. Freight revenue recognized by the Partnership represents the pass-through finished goods delivery costs incurred prior to customer acceptance and is reimbursed by customers. An offsetting expense for freight is included in Cost of materials and other. Qualifying taxes collected from customers and remitted to governmental authorities are not included in reported revenues.

Depending on the product sold and the type of contract, payments from customers are generally either due prior to delivery or within 15 to 30 days of product delivery.

The Partnership generally provides no warranty other than the implicit promise that goods delivered are free of liens and encumbrances and meet the agreed upon specifications. Product returns are rare, and as such, the Partnership does not record a specific warranty reserve or consider activities related to such warranty, if any, to be a separate performance obligation.

The Partnership has an immaterial amount of variable consideration for contracts with an original duration of less than a year. A small portion of the Partnership’s revenue includes contracts extending beyond one year, some of which contain variable pricing in which the majority of the variability is attributed to the market-based pricing. The Partnership’s contracts do not contain a significant financing component.

The Partnership has an immaterial amount of fee-based revenue, included in other revenue in the table above, that is recognized based on the net amount of the proceeds received.

Transaction price allocated to remaining performance obligations

As of September 30, 2019, the Partnership had approximately $7.3 million of remaining performance obligations for contracts with an original expected duration of more than one year. The Partnership expects to recognize approximately 20% of these performance obligations as revenue by the end of 2019, an additional 40% in 2020, and the remaining balance thereafter. The Partnership has elected to not disclose the amount of transaction price allocated to remaining performance obligations for contracts with an original expected duration of less than one year. The Partnership has elected to not disclose variable consideration allocated to wholly unsatisfied performance obligations that are based on market prices that have not yet been determined.

Contract balances

The Partnership’s deferred revenue is a contract liability that primarily relates to fertilizer sales contracts requiring customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer. Deferred revenue is recorded at the point in time in which a prepaid contract is legally enforceable and the associated right to consideration is unconditional prior to transferring product to the customer. An associated receivable is recorded for uncollected prepaid contract amounts. Contracts

requiring prepayment are generally short-term in nature and, as discussed above, revenue is recognized at the point in time in which the customer obtains control of the product. At September 30, 2019, $0.4 million of the deferred revenue balance pertained to prepaid contracts where the associated receivable was recognized as it had not yet been collected by the Partnership.

A summary of the deferred revenue activity for the nine months ended September 30, 2019 is presented below:



(in thousands)
Balance at December 31, 2018	$	68,804
Add:
New prepay contracts entered into during the period (1)	24,121
Less:
Revenue recognized that was included in the contract liability balance at the beginning of the period	67,823
Revenue recognized related to contracts entered into during the period	8,174
Other changes	480
Balance at September 30, 2019	$	16,448

(1) Includes $23.7 million where payment associated with prepaid contracts was collected.

Share-Based Compensation

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

(10) Share-Based Compensation

A summary of compensation expense for the three and nine months ended September 30, 2019 and 2018 is presented below:



	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2019		2018		2019		2018
Phantom Units	$	544	$	710	$	2,089	$	1,663
Other Awards (1)	208		486		881		1,032
Total share-based compensation expense	$	752	$	1,196	$	2,970	$	2,695

(1)

Other awards include the allocation of compensation expense for certain employees of CVR Energy and certain of its subsidiaries who perform services for the Partnership under the services agreement with CVR Energy and the Limited Partnership Agreement, respectively, and participate in equity compensation plans of CVR Partners’ affiliates.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	(11) Commitments and Contingencies Except as noted below, there have been no material changes in the Partnership’s commitments and contingencies disclosed in the 2018 Form 10-K. In the ordinary course of business, the Partnership may become party to lawsuits, administrative proceedings, and governmental investigations, including environmental, regulatory, and other matters. The outcome of these matters cannot always be predicted accurately, but the Partnership accrues liabilities for these matters if the Partnership has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. While it is not possible to predict the outcome of such proceedings, if one or more of them were decided against us, the Partnership believes there would be no material impact on its consolidated financial statements. Litigation In 2008, Coffeyville Resources Nitrogen Fertilizer LLC (“CRNF”), a subsidiary of CVR Partners LP, protested the reclassification and reassessment by Montgomery County, Kansas (the “County”) of CRNF’s nitrogen fertilizer plant following expiration of its ten year property tax abatement that expired on December 31, 2007, which reclassification and reassessment resulted in an increase in CRNF’s annual property tax expense in excess of $10 million per year for the 2008 through 2012 tax years. Despite its protest, CRNF fully accrued and paid these property taxes. In February 2013, the County and CRNF agreed to a settlement for tax years 2009 through 2012 which resulted in decreased property taxes through 2017, leaving 2008 in dispute. In 2013, the Kansas Court of Appeals overturned an adverse ruling of the Kansas Board of Tax Appeals (“BOTA”) and instructed BOTA to classify each CRNF asset on an asset-by-asset basis. In March 2015, BOTA concluded its classification and determined a substantial majority of CRNF’s assets in dispute were personal property for the 2008 tax year. In September 2018, the Kansas Court of Appeals upheld BOTA’s property tax determinations in CRNF’s favor. In October 2018, the County petitioned the Kansas Supreme Court to review the Court of Appeals determination. Subsequent briefs were filed by CRNF and the County. In April 2019, CRNF and the County executed an agreement under which the County agreed to withdraw its petition to the Kansas Supreme Court and CRNF is expected to recover $7.9 million through favorable property tax assessments from 2019 through 2028, subject to the terms of the settlement agreement.

Supplemental Cash Flow Information

9 Months Ended

Sep. 30, 2019

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

(12) Supplemental Cash Flow Information

Cash flows related to interest, leases, and capital expenditures included in accounts payable are as follows:



	Nine Months Ended September 30,
(in thousands)	2019		2018
Supplemental disclosures:
Cash paid for interest	$	30,102	$	30,244
Cash paid for amounts included in the measurement of lease liabilities (1):
Operating cash flows from operating leases	3,069
Operating cash flows from finance leases	17
Financing cash flows from finance leases	297
Non-cash investing activities:
Change in capital expenditures included in accounts payable	2,087		734

(1)

The lease standard was adopted on January 1, 2019 on a prospective basis. Therefore only 2019 disclosures are applicable to be included within the table above.

Related Party Transactions

9 Months Ended

Sep. 30, 2019

Related Party Transactions

(13) Related Party Transactions

Activity associated with the Partnership’s related party arrangements for the three and nine months ended September 30, 2019 and 2018 is summarized below.

Sales to related parties



		Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	Related Party	2019		2018		2019		2018
Net Sales
Feedstock and Shared Services Agreement	CRRM (1)	$	113	$	—	$	115	$	292

Expenses from related parties



		Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	Related Party	2019		2018		2019		2018
Cost of materials and other
Coke Supply Agreement	CRRM (1)	$	705	$	1,057	$	3,255	$	2,133
Hydrogen Purchase and Sale Agreement	CRRM (1)	984		1,072		3,719		3,157

Direct operating expenses (exclusive of depreciation and amortization)
Services Agreement	CVR Energy	$	797	$	761	$	2,586	$	2,145
Limited Partnership Agreement	CVR GP	219		242		595		572

Selling, general and administrative expenses
Services Agreement	CVR Energy	$	3,915	$	3,595	$	11,724	$	10,353
Limited Partnership Agreement	CVR GP	651		626		2,191		1,920

Amounts due to related parties



(in thousands)	Related Party	September 30, 2019		December 31, 2018
Prepaid expenses and other current assets
Feedstock and Shared Services Agreement	CRRM (1)	$	128	$	—

Accounts payable to affiliates
Feedstock and Shared Services Agreement	CRRM (1)	$	681	$	1,106
Hydrogen Purchase and Sale Agreement and other	CRRM (1)	348		324
Coke Supply Agreement	CRRM (1)	132		138
Services Agreement	CVR GP	970		1,372

Other current liabilities
Limited Partnership Agreement	CVR GP	$	1,697	$	1,179
Services Agreement	CVR Energy	3,009		2,352

Other long-term liabilities
Limited Partnership Agreement	CVR Energy	$	530	$	503


(1)	Coffeyville Resources Refining & Marketing, LLC, an indirect, wholly-owned subsidiary of CVR Energy

Distributions to CVR Partners’ Unitholders

The following table presents distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy, as of September 30, 2019.



				Dividends Paid (in thousands)
Related Period	Date Paid	Dividend Per Common Unit		Unitholders		CVR Energy		Total
2018 - 4th Quarter	March 11, 2019	$	0.12	$	8,924	$	4,670	$	13,594
2019 - 1st Quarter	May 13, 2019	0.07		5,205		2,724		7,929
2019 - 2nd Quarter	August 12, 2019	0.14		10,411		5,449		15,860
Total		$	0.33	$	24,540	$	12,843	$	37,383

For the third quarter of 2019, the Partnership, upon approval by the Board of Directors of CVR Partners’ general partner on October 22, 2019, declared a distribution of $0.07 per common unit, or $7.9 million, which is payable November 12, 2019 to unitholders of record as of November 4, 2019. Of this amount, CVR Energy will receive approximately $2.7 million, with the remaining amount payable to public unitholders.

Distributions, if any, including the payment, amount and timing thereof, are subject to change at the discretion of the Board of Directors of CVR Partners’ general partner.

Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). These condensed consolidated financial statements should be read in conjunction with the December 31, 2018 audited consolidated financial statements and notes thereto included in CVR Partners’ Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Form 10-K”).

In the opinion of the Partnership’s management, the accompanying condensed consolidated financial statements reflect all adjustments that are necessary for fair presentation of the financial position and results of operations of the Partnership for the periods presented. Such adjustments are of a normal recurring nature, unless otherwise disclosed.

Certain reclassifications have been made within the condensed consolidated statements of operations for the three and nine months ended September 30, 2018 to conform with current presentation.

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results that will be realized for the year ending December 31, 2019 or any other interim or annual period.

Recent Accounting Pronouncements

Recent Accounting Pronouncement - Adoption of New Lease Standard


•	Under the short-term lease exception provided for in Topic 842, only ROU assets and the related lease liabilities for leases with an initial term greater than one year were recognized;


•	The accounting treatment for existing land easements was carried forward;


•	Lease and non-lease components were not, and will not, be bifurcated for all of the Partnership’s asset groups; and


•	The portfolio approach was, and will continue to 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.

Effect of Topic 842 Adoption on the Condensed Consolidated Balance Sheet as of January 1, 2019



(in thousands)	December 31, 2018 As Stated		Effect of Adoption of Topic 842 - Leases (Unaudited)				January 1, 2019 As Adjusted
Current assets:
Prepaid expenses and other current assets	$	6,989	$	(2,650	)	(1)	$	4,339
Total currents assets	193,981		(2,650		)		191,331
Other long-term assets	4,198		16,923			(2)	21,121
Total assets	$	1,254,388	$	14,273			$	1,268,661
Current liabilities:
Other current liabilities	$	24,066	$	3,462		(3)	$	27,528
Total current liabilities	122,635		3,462				126,097
Long-term liabilities:
Other long-term liabilities	2,938		10,811			(3)	13,749
Total long-term liabilities	631,927		10,811				642,738
Equity:
Total liabilities and partners’ capital	$	1,254,388	$	14,273			$	1,268,661


(1)	Represents lease prepayments reclassified to ROU assets.


(2)	Represents recognition of initial ROU assets for operating leases, including the reclassification of certain lease prepayments.


(3)	Represents the initial recognition of lease liabilities.

New Accounting Standards Issued But Not Yet Implemented

Recent Accounting Pronouncements (Tables)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Schedule of Effect of Topic 842 on Balance Sheet

The following presents the financial statement line items impacted by the Partnership’s Topic 842 adoption.

Effect of Topic 842 Adoption on the Condensed Consolidated Balance Sheet as of January 1, 2019



(in thousands)	December 31, 2018 As Stated		Effect of Adoption of Topic 842 - Leases (Unaudited)				January 1, 2019 As Adjusted
Current assets:
Prepaid expenses and other current assets	$	6,989	$	(2,650	)	(1)	$	4,339
Total currents assets	193,981		(2,650		)		191,331
Other long-term assets	4,198		16,923			(2)	21,121
Total assets	$	1,254,388	$	14,273			$	1,268,661
Current liabilities:
Other current liabilities	$	24,066	$	3,462		(3)	$	27,528
Total current liabilities	122,635		3,462				126,097
Long-term liabilities:
Other long-term liabilities	2,938		10,811			(3)	13,749
Total long-term liabilities	631,927		10,811				642,738
Equity:
Total liabilities and partners’ capital	$	1,254,388	$	14,273			$	1,268,661


(1)	Represents lease prepayments reclassified to ROU assets.


(2)	Represents recognition of initial ROU assets for operating leases, including the reclassification of certain lease prepayments.

(3)

Represents the initial recognition of lease liabilities.

Inventories (Tables)

9 Months Ended

Sep. 30, 2019

Inventory Disclosure [Abstract]

Schedule of inventories

Inventories consisted of the following:



(in thousands)	September 30, 2019		December 31, 2018
Finished goods	$	19,919	$	25,136
Raw materials	362		439
Parts, supplies and other	36,583		37,979
Total inventories	$	56,864	$	63,554

Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2019

Property, Plant and Equipment [Abstract]

Summary of costs and accumulated depreciation for property, plant, and equipment

Property, plant and equipment consisted of the following:



(in thousands)	September 30, 2019		December 31, 2018
Machinery and equipment	$	1,360,019	$	1,362,965
Buildings and improvements	17,116		17,116
Automotive equipment	16,719		16,773
Land and improvements	13,751		13,250
Construction in progress	17,299		15,126
Other	1,654		2,753
	1,426,558		1,427,983
Less: Accumulated depreciation	462,056		412,743
Total property, plant and equipment, net	$	964,502	$	1,015,240

Leases (Tables)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Right-of-use assets for operating and finance leases

Upon initial recognition, our ROU assets for operating and finance leases were comprised of the following:



(in thousands)	January 1, 2019 (initial recognition)
Railcar leases	$	14,255
Real Estate and other leases	18
Total ROU assets	$	14,273

Lease liabilities for operating and finance leases

Upon initial recognition, our lease liabilities for operating and finance leases were comprised of the following:



(in thousands)	January 1, 2019 (initial recognition)
Current liabilities:
Operating leases	$	3,462
Long-term liabilities:
Operating leases	10,811
Total lease liabilities	$	14,273

Summary of right of use asset and lease liability balances for operating and finance leases

The following tables summarize the ROU asset and lease liability balances for the Partnership’s operating and finance leases at September 30, 2019:



(in thousands)	September 30, 2019
Operating Leases:
ROU asset, net
Railcars	$	11,454
Real estate and other	2,396
Lease liability
Railcars	$	11,666

Financing Leases:
ROU asset, net
Real estate and other	$	226
Lease liability
Real estate and other	$	229

Lease expense, terms, and discount rates

For the three and nine months ended September 30, 2019, we recognized lease expense comprised of the following components:



(in thousands)	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Operating lease expense	$	1,023	$	3,069
Financing lease expense:
Amortization of ROU asset	$	25	$	297
Interest expense on lease liability	2		17

The following outlines the remaining lease terms and discount rates used in the measurement of the Partnership’s ROU assets and liabilities:



	September 30, 2019		January 1, 2019 (initial recognition)
Weighted-average remaining lease term (years)
Operating Leases	3.7		4.3
Finance Leases	2.5		0.5
Weighted-average discount rate
Operating Leases	5.1	%	5.1	%
Finance Leases	3.9	%	8.0	%

Summary of remaining minimum lease payments for operating leases

The following summarizes the remaining minimum lease payments through maturity of the Partnership’s ROU assets and liabilities at September 30, 2019:



(in thousands)	Operating Leases			Financing Leases
Remainder of 2019	$	1,023		$	27
2020	3,602			107
2021	3,430			107
2022	2,990			—
2023	1,133			—
Thereafter	648			—
Total lease payments	12,826			241
Less: imputed interest	(1,160		)	(12		)
Total lease liability	$	11,666		$	229

Summary of remaining minimum lease payments for finance leases

The following summarizes the remaining minimum lease payments through maturity of the Partnership’s ROU assets and liabilities at September 30, 2019:



(in thousands)	Operating Leases			Financing Leases
Remainder of 2019	$	1,023		$	27
2020	3,602			107
2021	3,430			107
2022	2,990			—
2023	1,133			—
Thereafter	648			—
Total lease payments	12,826			241
Less: imputed interest	(1,160		)	(12		)
Total lease liability	$	11,666		$	229

Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2019

Payables and Accruals [Abstract]

Other current liabilities

Other current liabilities consisted of the following:



(in thousands)	September 30, 2019		December 31, 2018
Accrued interest	$	17,470	$	2,516
Personnel accruals	7,099		7,993
Share-based compensation	4,959		2,667
Operating lease liabilities	3,220		—
Sales incentives	613		1,727
Prepaid revenue contracts	459		5,863
Other accrued expenses and liabilities	2,867		3,300
Total other current liabilities	$	36,687	$	24,066

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Schedule of long-term debt

Long-term debt consists of the following:



(in thousands)	September 30, 2019			December 31, 2018
9.25% Senior Secured Notes, due 2023 (1)	$	645,000		$	645,000
6.50% Notes, due 2021	2,240			2,240
Unamortized discount and debt issuance costs	(15,720		)	(18,251		)
Total long-term debt	$	631,520		$	628,989


(1)	The estimated fair value of long-term debt outstanding was approximately $672.4 million and $670.8 million as of September 30, 2019 and December 31, 2018, respectively.

Credit Facility



(in thousands)	Total Capacity		Amount Borrowed as of September 30, 2019		Outstanding Letters of Credit		Available Capacity as of September 30, 2019		Maturity Date
Asset Based (“AB”) Credit Facility (2)	$	47,517	$	—	$	—	$	47,517	September 30, 2021

(2)

At the option of the borrowers, loans under the AB 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.

Revenue (Tables)

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Disaggregation of revenue

The following table presents the Partnership’s revenue, disaggregated by major product:



	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2019		2018		2019		2018
Ammonia	$	11,110	$	11,391	$	74,416	$	51,361
UAN	61,970		52,681		199,576		156,838
Urea products	4,575		4,987		14,251		14,834
Net sales, exclusive of freight and other	77,655		69,059		288,243		223,033
Freight revenue	8,752		8,805		23,909		23,908
Other revenue	2,175		2,045		5,963		6,024
Net sales	$	88,582	$	79,909	$	318,115	$	252,965

Summary of deferred revenue activity

A summary of the deferred revenue activity for the nine months ended September 30, 2019 is presented below:



(in thousands)
Balance at December 31, 2018	$	68,804
Add:
New prepay contracts entered into during the period (1)	24,121
Less:
Revenue recognized that was included in the contract liability balance at the beginning of the period	67,823
Revenue recognized related to contracts entered into during the period	8,174
Other changes	480
Balance at September 30, 2019	$	16,448

(1) Includes $23.7 million where payment associated with prepaid contracts was collected.

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Schedule of share-based compensation expense

A summary of compensation expense for the three and nine months ended September 30, 2019 and 2018 is presented below:



	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2019		2018		2019		2018
Phantom Units	$	544	$	710	$	2,089	$	1,663
Other Awards (1)	208		486		881		1,032
Total share-based compensation expense	$	752	$	1,196	$	2,970	$	2,695

(1)

Supplemental Cash Flow Information (Tables)

9 Months Ended

Sep. 30, 2019

Supplemental Cash Flow Elements [Abstract]

Schedule of cash flows related to interest, leases, and capital expenditures included in accounts payable

Cash flows related to interest, leases, and capital expenditures included in accounts payable are as follows:



	Nine Months Ended September 30,
(in thousands)	2019		2018
Supplemental disclosures:
Cash paid for interest	$	30,102	$	30,244
Cash paid for amounts included in the measurement of lease liabilities (1):
Operating cash flows from operating leases	3,069
Operating cash flows from finance leases	17
Financing cash flows from finance leases	297
Non-cash investing activities:
Change in capital expenditures included in accounts payable	2,087		734

(1)

The lease standard was adopted on January 1, 2019 on a prospective basis. Therefore only 2019 disclosures are applicable to be included within the table above.

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2019

Schedule of related party transactions

Activity associated with the Partnership’s related party arrangements for the three and nine months ended September 30, 2019 and 2018 is summarized below.

Sales to related parties



		Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	Related Party	2019		2018		2019		2018
Net Sales
Feedstock and Shared Services Agreement	CRRM (1)	$	113	$	—	$	115	$	292

Expenses from related parties



		Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	Related Party	2019		2018		2019		2018
Cost of materials and other
Coke Supply Agreement	CRRM (1)	$	705	$	1,057	$	3,255	$	2,133
Hydrogen Purchase and Sale Agreement	CRRM (1)	984		1,072		3,719		3,157

Direct operating expenses (exclusive of depreciation and amortization)
Services Agreement	CVR Energy	$	797	$	761	$	2,586	$	2,145
Limited Partnership Agreement	CVR GP	219		242		595		572

Selling, general and administrative expenses
Services Agreement	CVR Energy	$	3,915	$	3,595	$	11,724	$	10,353
Limited Partnership Agreement	CVR GP	651		626		2,191		1,920

Amounts due to related parties



(in thousands)	Related Party	September 30, 2019		December 31, 2018
Prepaid expenses and other current assets
Feedstock and Shared Services Agreement	CRRM (1)	$	128	$	—

Accounts payable to affiliates
Feedstock and Shared Services Agreement	CRRM (1)	$	681	$	1,106
Hydrogen Purchase and Sale Agreement and other	CRRM (1)	348		324
Coke Supply Agreement	CRRM (1)	132		138
Services Agreement	CVR GP	970		1,372

Other current liabilities
Limited Partnership Agreement	CVR GP	$	1,697	$	1,179
Services Agreement	CVR Energy	3,009		2,352

Other long-term liabilities
Limited Partnership Agreement	CVR Energy	$	530	$	503


(1)	Coffeyville Resources Refining & Marketing, LLC, an indirect, wholly-owned subsidiary of CVR Energy

Schedule of distributions paid

The following table presents distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy, as of September 30, 2019.



				Dividends Paid (in thousands)
Related Period	Date Paid	Dividend Per Common Unit		Unitholders		CVR Energy		Total
2018 - 4th Quarter	March 11, 2019	$	0.12	$	8,924	$	4,670	$	13,594
2019 - 1st Quarter	May 13, 2019	0.07		5,205		2,724		7,929
2019 - 2nd Quarter	August 12, 2019	0.14		10,411		5,449		15,860
Total		$	0.33	$	24,540	$	12,843	$	37,383

Organization and Nature of Business (Details)	9 Months Ended
Organization and Nature of Business (Details)	Sep. 30, 2019 manufacturing_facility mi
Formation of the Partnership, Organization and Nature of Business
Number of manufacturing facilities \| manufacturing_facility	2
Percentage of limited partner interest held by the public	66.00%
CVR Energy, Inc \| IEP Energy LLC
Formation of the Partnership, Organization and Nature of Business
Aggregate ownership percentage	71.00%
CVR Partners LP \| CRLLC
Formation of the Partnership, Organization and Nature of Business
Limited partner interest	34.00%
CVR Refining GP, LLC \| CRLLC
Formation of the Partnership, Organization and Nature of Business
General partner interest	100.00%
East Dubuque Facility
Formation of the Partnership, Organization and Nature of Business
Manufacturing Facility, Primary Sales Radius \| mi	200

Recent Accounting Pronouncements - Effect of Topic 842 (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Current assets:
Prepaid expenses and other current assets	$ 4,608	$ 4,339	$ 6,989
Total currents assets	160,048	191,331	193,981
Other long-term assets	14,803	21,121	4,198
Total assets	1,180,322	1,268,661	1,254,388
Current liabilities:
Other current liabilities	36,687	27,528	24,066
Total current liabilities	84,655	126,097	122,635
Long-term liabilities:
Other long-term liabilities	11,791	13,749	2,938
Total long-term liabilities	643,311	642,738	631,927
Equity:
Total liabilities and partners’ capital	$ 1,180,322	1,268,661	$ 1,254,388
Effect of Adoption of Topic 842 - Leases
Current assets:
Prepaid expenses and other current assets		(2,650)
Total currents assets		(2,650)
Other long-term assets		16,923
Total assets		14,273
Current liabilities:
Other current liabilities		3,462
Total current liabilities		3,462
Long-term liabilities:
Other long-term liabilities		10,811
Total long-term liabilities		10,811
Equity:
Total liabilities and partners’ capital		$ 14,273

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Finished goods	$ 19,919	$ 25,136
Raw materials	362	439
Parts, supplies and other	36,583	37,979
Total inventories	$ 56,864	$ 63,554

Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Property, Plant, and Equipment
Total property, plant and equipment, gross	$ 1,426,558	$ 1,427,983
Less: Accumulated depreciation	462,056	412,743
Total property, plant and equipment, net	964,502	1,015,240
Machinery and equipment
Property, Plant, and Equipment
Total property, plant and equipment, gross	1,360,019	1,362,965
Buildings and improvements
Property, Plant, and Equipment
Total property, plant and equipment, gross	17,116	17,116
Automotive equipment
Property, Plant, and Equipment
Total property, plant and equipment, gross	16,719	16,773
Land and improvements
Property, Plant, and Equipment
Total property, plant and equipment, gross	13,751	13,250
Construction in progress
Property, Plant, and Equipment
Total property, plant and equipment, gross	17,299	15,126
Other
Property, Plant, and Equipment
Total property, plant and equipment, gross	$ 1,654	$ 2,753

Leases - Additional Information (Details)	9 Months Ended
Leases - Additional Information (Details)	Sep. 30, 2019
Minimum
Lessee, Lease, Description [Line Items]
Renewal term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Renewal term	20 years

Leases - ROU Assets (Details) $ in Thousands	Jan. 01, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Total ROU assets	$ 14,273
Railcar leases
Lessee, Lease, Description [Line Items]
Total ROU assets	14,255
Real Estate and other leases
Lessee, Lease, Description [Line Items]
Total ROU assets	$ 18

Leases - Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019
Current liabilities:
Operating leases	$ 3,220	$ 3,462
Long-term liabilities:
Operating leases		10,811
Total lease liabilities		$ 14,273

Leases - Balance Sheet Summary (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Operating Leases:
Lease liability	$ 11,666
Financing Leases:
Lease liability	229
Railcars
Operating Leases:
ROU asset, net	11,454
Lease liability	11,666
Real estate and other
Operating Leases:
ROU asset, net	2,396
Financing Leases:
ROU asset, net	226
Lease liability	$ 229

Leases - Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
Leases - Lease Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2019
Leases [Abstract]
Operating lease expense	$ 1,023	$ 3,069
Financing lease expense:
Amortization of ROU asset	25	297
Interest expense on lease liability	2	17
Short-term lease expense	$ 200	$ 300

Leases - Lease Terms and Discount Rates (Details)	Sep. 30, 2019	Jan. 01, 2019
Weighted-average remaining lease term (years)
Operating Leases	3 years 8 months 12 days	4 years 3 months 18 days
Finance Leases	2 years 6 months	6 months
Weighted-average discount rate
Operating Leases	5.10%	5.10%
Finance Leases	3.90%	8.00%

Leases - Remaining Minimum Lease Payments (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Operating Leases
Remainder of 2019	$ 1,023
2020	3,602
2021	3,430
2022	2,990
2023	1,133
Thereafter	648
Total lease payments	12,826
Less: imputed interest	(1,160)
Total lease liability	11,666
Financing Leases
Remainder of 2019	27
2020	107
2021	107
2022	0
2023	0
Thereafter	0
Total lease payments	241
Less: imputed interest	(12)
Total lease liability	$ 229

Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Accrued interest	$ 17,470		$ 2,516
Personnel accruals	7,099		7,993
Share-based compensation	4,959		2,667
Operating lease liabilities	3,220	$ 3,462
Sales incentives	613		1,727
Prepaid revenue contracts	459		5,863
Other accrued expenses and liabilities	2,867		3,300
Total other current liabilities	36,687	$ 27,528	24,066
Affiliate balances	$ 4,700		$ 3,500

Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Unamortized discount and debt issuance costs	$ (15,720)	$ (18,251)
Total long-term debt	631,520	628,989
Estimated fair value of total long-term debt outstanding	672,400	670,800
Senior Notes \| 9.25% Senior Secured Notes, due 2023
Debt Instrument [Line Items]
Total long-term debt, before debt issuance costs and discount	$ 645,000	645,000
Debt instrument, percentage rate	9.25%
Senior Notes \| 6.50% Notes, due 2021
Debt Instrument [Line Items]
Total long-term debt, before debt issuance costs and discount	$ 2,240	$ 2,240
Debt instrument, percentage rate	6.50%

Long-Term Debt - Credit Facilities Outstanding (Details) - Asset Based (AB) Credit Facility - Line of Credit - Revolving credit facility	9 Months Ended
	Sep. 30, 2019 USD ($)
Line of Credit Facility [Line Items]
Total Capacity	$ 47,517,000
Amount Borrowed	0
Outstanding Letters of Credit	0
Available Capacity	$ 47,517,000
LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate	2.00%
Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.00%
Step-down percentage based on the previous quarter's excess availability	0.50%

Long-Term Debt - Additional Information (Details) - Senior Notes	Sep. 30, 2019
9.25% Senior Secured Notes, due 2023
Debt Instrument [Line Items]
Debt instrument, percentage rate	9.25%
6.50% Notes, due 2021
Debt Instrument [Line Items]
Debt instrument, percentage rate	6.50%

Revenue - Revenue Disaggregated by Product (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Disaggregation of Revenue [Line Items]
Net sales	$ 88,582	$ 79,909	$ 318,115	$ 252,965
Net sales, exclusive of freight and other
Disaggregation of Revenue [Line Items]
Net sales	77,655	69,059	288,243	223,033
Ammonia
Disaggregation of Revenue [Line Items]
Net sales	11,110	11,391	74,416	51,361
UAN
Disaggregation of Revenue [Line Items]
Net sales	61,970	52,681	199,576	156,838
Urea products
Disaggregation of Revenue [Line Items]
Net sales	4,575	4,987	14,251	14,834
Freight revenue
Disaggregation of Revenue [Line Items]
Net sales	8,752	8,805	23,909	23,908
Other revenue
Disaggregation of Revenue [Line Items]
Net sales	$ 2,175	$ 2,045	$ 5,963	$ 6,024

Revenue - Additional Information (Details) $ in Millions	9 Months Ended
Revenue - Additional Information (Details) $ in Millions	Sep. 30, 2019 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 7.3
Deferred revenue balance pertaining to prepaid contracts where associated receivable was recognized as it had not yet been collected	$ 0.4
Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Payment terms	15 days
Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Payment terms	30 days

Revenue - Remaining performance obligations (Details)	Sep. 30, 2019
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	20.00%
Remaining performance obligation, expected timing of satisfaction, period	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	40.00%
Remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	40.00%
Remaining performance obligation, expected timing of satisfaction, period

Revenue - Summary of Deferred Revenue Activity (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Change in Contract with Customer, Liability [Roll Forward]
Balance at beginning of period	$ 68,804
Add:
New prepay contracts entered into during the period (1)	24,121
Less:
Revenue recognized that was included in the contract liability balance at the beginning of the period	67,823
Revenue recognized related to contracts entered into during the period	8,174
Other changes	480
Balance at end of period	16,448
Prepaid contracts, payment collected	$ 23,700

Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-Based Compensation
Total share-based compensation expense	$ 752	$ 1,196	$ 2,970	$ 2,695
Phantom Units
Share-Based Compensation
Total share-based compensation expense	544	710	2,089	1,663
Other Awards
Share-Based Compensation
Total share-based compensation expense	$ 208	$ 486	$ 881	$ 1,032

Commitments and Contingencies - Litigation (Details) - CRNF - USD ($) $ in Millions		1 Months Ended	12 Months Ended
	Dec. 31, 2007	Apr. 30, 2019	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Long-term Purchase Commitment [Line Items]
Property tax abatement period	10 years
Increase in annual property tax expense (in excess of)			$ 10.0	$ 10.0	$ 10.0	$ 10.0	$ 10.0
Recoverable amount through favorable property tax assessments		$ 7.9

Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Supplemental disclosures:
Cash paid for interest	$ 30,102	$ 30,244
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	3,069
Operating cash flows from finance leases	17
Financing cash flows from finance leases	297
Non-cash investing activities:
Change in capital expenditures included in accounts payable	$ 2,087	$ 734

Related Party Transactions - Sales to Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Related Party Transaction [Line Items]
Net sales	$ 88,582	$ 79,909	$ 318,115	$ 252,965
CRRM \| Feedstock and Shared Services Agreement
Related Party Transaction [Line Items]
Net sales	$ 113	$ 0	$ 115	$ 292

Related Party Transactions - Expenses From Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Related Party Transaction [Line Items]
Cost of materials and other	$ 21,617	$ 19,590	$ 71,347	$ 61,198
Direct operating expenses (exclusive of depreciation and amortization)	47,554	35,334	128,004	121,468
Selling, general and administrative expenses	6,326	6,393	19,637	18,955
Coke Supply Agreement \| CRRM \| Petroleum coke
Related Party Transaction [Line Items]
Cost of materials and other	705	1,057	3,255	2,133
Hydrogen Purchase and Sale Agreement \| CRRM \| Hydrogen
Related Party Transaction [Line Items]
Cost of materials and other	984	1,072	3,719	3,157
Services Agreement \| CVR Energy
Related Party Transaction [Line Items]
Direct operating expenses (exclusive of depreciation and amortization)	797	761	2,586	2,145
Selling, general and administrative expenses	3,915	3,595	11,724	10,353
Limited Partnership Agreement \| CVR GP
Related Party Transaction [Line Items]
Direct operating expenses (exclusive of depreciation and amortization)	219	242	595	572
Selling, general and administrative expenses	$ 651	$ 626	$ 2,191	$ 1,920

Related Party Transactions - Amounts Due to Related Parties (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Related Party Transaction [Line Items]
Accounts payable to affiliates	$ 2,131	$ 2,976
Other current liabilities	4,700	3,500
Feedstock and Shared Services Agreement \| CRRM
Related Party Transaction [Line Items]
Prepaid expenses and other current assets	128	0
Accounts payable to affiliates	681	1,106
Hydrogen Purchase and Sale Agreement and other \| CRRM \| Hydrogen
Related Party Transaction [Line Items]
Accounts payable to affiliates	348	324
Coke Supply Agreement \| CRRM \| Petroleum coke
Related Party Transaction [Line Items]
Accounts payable to affiliates	132	138
Services Agreement \| CVR GP
Related Party Transaction [Line Items]
Accounts payable to affiliates	970	1,372
Services Agreement \| CVR Energy
Related Party Transaction [Line Items]
Other current liabilities	3,009	2,352
Limited Partnership Agreement \| CVR GP
Related Party Transaction [Line Items]
Other current liabilities	1,697	1,179
Limited Partnership Agreement \| CVR Energy
Related Party Transaction [Line Items]
Other long-term liabilities	$ 530	$ 503

Related Party Transactions - Distributions Paid (Details) - USD ($) $ / shares in Units, $ in Thousands						3 Months Ended		9 Months Ended
	Nov. 12, 2019	Oct. 22, 2019	Aug. 12, 2019	May 13, 2019	Mar. 11, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Distribution Made to Limited Partner [Line Items]
Dividend Per Common Unit (in dollars per share)			$ 0.14	$ 0.07	$ 0.12			$ 0.33
Distributions Paid			$ 15,860	$ 7,929	$ 13,594			$ 37,383
Distributions declared per common unit (in dollars per unit)						$ 0.14	$ 0	$ 0.33	$ 0
Subsequent Event
Distribution Made to Limited Partner [Line Items]
Distributions declared per common unit (in dollars per unit)		$ 0.07
Distributions declared		$ 7,900
CVR Energy
Distribution Made to Limited Partner [Line Items]
Distributions Paid			5,449	2,724	4,670			$ 12,843
CVR Energy \| Forecast
Distribution Made to Limited Partner [Line Items]
Distributions Paid	$ 2,700
Unitholders
Distribution Made to Limited Partner [Line Items]
Distributions Paid			$ 10,411	$ 5,205	$ 8,924			$ 24,540