XML 25 R14.htm IDEA: XBRL DOCUMENT
v3.7.0.1

Share-Based Compensation | 6 Months Ended
--- | ---
Jun. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Share-Based Compensation | (4) Share-Based Compensation Long-Term Incentive Plan – CVR Energy CVR has a Long-Term Incentive Plan ("LTIP") that permits the grant of options, stock appreciation rights, restricted shares, restricted stock units, dividend equivalent rights, share awards and performance awards (including performance share units, performance units and performance-based restricted stock). As of June 30, 2017, only grants of performance units under the LTIP remain outstanding. Individuals who are eligible to receive awards and grants under the LTIP include the Company's employees, officers, consultants, advisors and directors. The LTIP authorizes a share pool of 7,500,000 shares of the Company's common stock, 1,000,000 of which may be issued in respect of incentive stock options. Performance Unit Awards In December 2016, the Company entered into a performance unit award agreement (the "2016 Performance Unit Award Agreement") with its Chief Executive Officer. Compensation cost for the 2016 Performance Unit Award Agreement will be recognized over the performance cycle from January 1, 2017 to December 31, 2017. The performance unit award of 3,500 performance units under the 2016 Performance Unit Award Agreement represents the right to receive, upon vesting, a cash payment equal to $1,000 multiplied by the applicable performance factor. The amount paid pursuant to the award, if any, will be paid following the end of the performance cycle for the award, but no later than March 6, 2018. In December 2015, the Company entered into a performance unit award agreement with its Chief Executive Officer with terms substantially the same as the 2016 Performance Unit Award Agreement and with a performance cycle from January 1, 2016 to December 31, 2016. Total compensation expense for the three months ended June 30, 2017 and 2016 related to the performance unit awards was approximately $0.9 million and $0.9 million, respectively. Total compensation expense for the six months ended June 30, 2017 and 2016 related to the performance unit awards was approximately $1.8 million and $1.8 million, respectively. As of June 30, 2017 and December 31, 2016, the Company had a liability of $1.8 million and $3.5 million, respectively, for the performance unit awards, which is recorded in personnel accruals on the Condensed Consolidated Balance Sheets. Long-Term Incentive Plan – CVR Partners CVR Partners has a long-term incentive plan ("CVR Partners LTIP") that provides for the grant of options, unit appreciation rights, distribution equivalent rights, restricted units, phantom units and other unit-based awards, each in respect of common units. Individuals eligible to receive awards pursuant to the CVR Partners LTIP include (i) employees of the Nitrogen Fertilizer Partnership and its subsidiaries, (ii) employees of its general partner, (iii) members of its board of directors of the general partner, and (iv) certain employees, consultants and directors of CVR Energy who perform services for the benefit of the Nitrogen Fertilizer Partnership. Through the CVR Partners LTIP, phantom unit awards outstanding include awards granted to employees of both CVR Partners and its general partner. Phantom unit awards made to employees of its general partner are considered non-employee equity based-awards. The phantom unit awards outstanding vest over a three-year period. The maximum number of common units issuable under the CVR Partners LTIP is 5,000,000. As of June 30, 2017, there were 4,820,215 common units available for issuance under the CVR Partners LTIP. As all phantom unit awards discussed below are cash settled awards, they do not reduce the number of common units available for issuance. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of one unit of the Nitrogen Fertilizer Partnership's common units in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid by the Nitrogen Fertilizer Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, will be remeasured at each subsequent reporting date until they vest. The phantom unit awards are generally graded vesting awards, which are expected to vest over three years with one-third of each award vesting each year. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. A summary of the phantom unit activity and changes under the CVR Partners LTIP during the six months ended June 30, 2017 is presented below:
| Phantom Units |  | Weighted-Average Grant-Date Fair Value
Non-vested at January 1, 2017 | 771,786 |  |  | $ | 6.47 |
Granted | 3,172 |  |  | 4.73 |
Vested | (7,333 | ) |  | 8.03 |
Forfeited | (18,091 | ) |  | 6.65 |
Non-vested at June 30, 2017 | 749,534 |  |  | $ | 6.45 |
As of June 30, 2017, unrecognized compensation expense associated with the unvested phantom units was approximately $1.5 million and is expected to be recognized over a weighted-average period of 1.2 years. Compensation expense recorded for the three months ended June 30, 2017 and 2016 related to the awards under the CVR Partners LTIP was approximately $0.1 million and $0.8 million, respectively. Compensation expense recorded for the six months ended June 30, 2017 and 2016 related to the awards under the CVR Partners LTIP was approximately $0.4 million and $1.3 million, respectively. As of June 30, 2017 and December 31, 2016, CVR Partners had a liability of $1.4 million and $1.0 million, respectively, for cash settled non-vested phantom unit awards and associated distribution equivalent rights, which is recorded in personnel accruals on the Condensed Consolidated Balance Sheets. Long-Term Incentive Plan – CVR Refining CVR Refining has a long-term incentive plan ("CVR Refining LTIP") that provides for the grant of options, unit appreciation rights, restricted units, phantom units, unit awards, substitute awards, other-unit based awards, cash awards, performance awards, and distribution equivalent rights, each in respect of common units. The maximum number of common units issuable under the CVR Refining LTIP is 11,070,000. Individuals who are eligible to receive awards under the CVR Refining LTIP include (i) employees of the Refining Partnership and its subsidiaries, (ii) employees of the general partner, (iii) members of the board of directors of the general partner and (iv) certain employees, consultants and directors of CRLLC and CVR Energy who perform services for the benefit of the Refining Partnership. Awards of phantom units and distribution equivalent rights were granted to employees of the Refining Partnership and its subsidiaries, its general partner and certain employees of CRLLC and CVR Energy who perform services solely for the benefit of the Refining Partnership. The awards are generally graded vesting awards, which are expected to vest over three years with one-third of each award vesting each year. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair-market value of one unit of the Refining Partnership's common units in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid by the Refining Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, will be remeasured at each subsequent reporting date until they vest. A summary of phantom unit activity and changes under the CVR Refining LTIP during the six months ended June 30, 2017 is presented below:
| Units |  | Weighted-Average Grant-Date Fair Value
Non-vested at January 1, 2017 | 904,855 |  |  | $ | 12.38 |
Granted | 36,257 |  |  | 9.57 |
Vested | (2,038 | ) |  | 11.36 |
Forfeited | (47,175 | ) |  | 16.88 |
Non-vested at June 30, 2017 | 891,899 |  |  | $ | 12.03 |
As of June 30, 2017, there was approximately $5.1 million of total unrecognized compensation cost related to the awards under the CVR Refining LTIP to be recognized over a weighted-average period of 1.3 years. Total compensation expense (benefit) recorded for the three months ended June 30, 2017 and 2016 related to the awards under the CVR Refining LTIP was approximately $1.2 million and $(0.3) million, respectively. Total compensation expense recorded for the six months ended June 30, 2017 and 2016 related to the awards under the CVR Refining LTIP was approximately $2.2 million and nominal, respectively. As of June 30, 2017 and December 31, 2016, the Refining Partnership had a liability of approximately $3.6 million and $1.5 million, respectively, for non-vested phantom unit awards and associated distribution equivalent rights, which is recorded in personnel accruals on the Condensed Consolidated Balance Sheets. Incentive Unit Awards The Company granted awards of incentive units and distribution equivalent rights to certain employees of CRLLC, CVR Energy and CVR GP, LLC. The awards are generally graded vesting awards, which are expected to vest over three years with one-third of each award vesting each year. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. Each incentive unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of one unit of the Refining Partnership's common units in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid by the Refining Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, will be remeasured at each subsequent reporting date until they vest. A summary of incentive unit activity and changes during the six months ended June 30, 2017 is presented below:
| Incentive Units |  | Weighted-Average Grant-Date Fair Value
Non-vested at January 1, 2017 | 987,797 |  |  | $ | 12.63 |
Granted | 4,106 |  |  | 10.96 |
Vested | (19,124 | ) |  | 16.20 |
Forfeited | (27,203 | ) |  | 13.78 |
Non-vested at June 30, 2017 | 945,576 |  |  | $ | 12.51 |
As of June 30, 2017, there was approximately $5.1 million of total unrecognized compensation cost related to incentive unit awards to be recognized over a weighted-average period of approximately 1.3 years. Total compensation expense (benefit) for the three months ended June 30, 2017 and 2016 related to the awards was approximately $1.3 million and $(0.2) million, respectively. Total compensation expense for the six months ended June 30, 2017 and 2016 related to the awards was approximately $2.5 million and $0.1 million, respectively. As of June 30, 2017 and December 31, 2016, the Company had a liability of approximately $4.2 million and $1.9 million, respectively, for non-vested incentive units and associated distribution equivalent rights, which is recorded in personnel accruals on the Condensed Consolidated Balance Sheets.

X
- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -URI http://asc.fasb.org/subtopic&trid=2208855 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration