10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

Or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-36098

OCI PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware	90-0936556
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Mailing Address:	Physical Address:
P.O. Box 1647	5470 N. Twin City Highway
Nederland, Texas 77627	Nederland, Texas 77627

(Address of principal executive offices) (Zip Code)

(409) 723-1900

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨		Accelerated filer	x
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of September 30, 2016, the registrant had 86,997,590 common units outstanding.

OCI PARTNERS LP

Form 10-Q

Table of Contents

Part I — Financial Information
Item 1.	OCI PARTNERS LP Condensed Consolidated Balance Sheets	3
	OCI PARTNERS LP Condensed Consolidated Statements of Operations	4
	OCI PARTNERS LP Condensed Consolidated Statements of Partners’ Capital	5
	OCI PARTNERS LP Condensed Consolidated Statements of Cash Flows	6
	Notes to OCI PARTNERS LP Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45
Item 4.	Controls and Procedures	46
Part II — Other Information
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
Signatures		49

2

PART I. FINANCIAL INFORMATION

OCI PARTNERS LP

Condensed Consolidated Balance Sheets

September 30, 2016 and December 31, 2015

(Dollars in thousands, except per unit data)

	As of
	September 30, 2016		December 31, 2015
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	11,195	$	13,238
Accounts receivable	22,884		28,554
Accounts receivable—related party	373		5,180
Inventories	4,877		5,974
Advances due from related parties	230		56
Other current assets and prepaid expenses	4,308		4,721
Total current assets	43,867		57,723
Property, plant, and equipment, net of accumulated depreciation of $151,698 and $105,769, respectively	635,481		674,699
Other non-current assets	1,039		1,188
Total assets	$	680,387	$	733,610
Liabilities and Partners’ Capital
Current liabilities:
Accounts payable	$	22,488	$	19,363
Accounts payable—related party	13,642		12,624
Other payables and accruals	4,471		4,239
Revolving credit facility, net	—		24,928
Revolving credit facility—related party	35,000		—
Current maturities of the term loan facility	4,480		4,480
Accrued interest	4,001		3,416
Accrued interest—related party	143		203
Other current liabilities	3,876		4,975
Total current liabilities	88,101		74,228
Term loan facility, net	419,310		420,785
Other non-current liabilities	2,371		1,734
Total liabilities	509,782		496,747
Partners’ capital
Common unitholders —86,997,590 issued and outstanding at September 30, 2016 and December 31, 2015	170,605		236,863
General partner’s interest	—		—
Total partners’ capital	170,605		236,863
Total liabilities and partners’ capital	$	680,387	$	733,610

See accompanying notes to condensed consolidated financial statements.

3

OCI PARTNERS LP

Condensed Consolidated Statements of Operations

Three and Nine-Month Periods Ended September 30, 2016 and 2015

(Unaudited)

(Dollars in thousands, except per unit data)

	Three-Months Ended September 30,						Nine-Months Ended September 30,
	2016			2015			2016			2015
Revenues	$	64,641		$	100,402		$	183,113		$	217,103
Revenues—related party	1,435			3,281			9,182			3,893
Total Revenue	66,076			103,683			192,295			220,996
Cost of goods sold (exclusive of depreciation)	45,175			49,121			119,514			108,465
Cost of goods sold (exclusive of depreciation)—related party	3,075			2,988			13,329			13,323
Total Cost of goods sold (exclusive of depreciation)	48,250			52,109			132,843			121,788
Selling, general and administrative expenses	2,389			4,302			12,628			11,789
Selling, general and administrative expenses—related party	1,058			891			3,720			3,376
Total Selling, general and administrative expenses	3,447			5,193			16,348			15,165
Depreciation expense	15,253			15,547			46,144			34,279
Income from operations before interest expense, other income and income tax expense	(874		)	30,834			(3,040		)	49,764
Interest expense	10,104			7,278			28,869			11,569
Interest expense—related party	143			51			245			152
Gain (loss) on disposition of fixed assets	(4		)	11			(451		)	16
Other income (expense)	(16		)	(20		)	(5		)	100
Income (loss) from operations before tax expense	(11,141		)	23,496			(32,610		)	38,159
Income tax expense	556			353			589			646
Net income (loss)	$	(11,697	)	$	23,143		$	(33,199	)	$	37,513
Earnings per limited partner unit:
Common unit (basic and diluted)	$	(0.13	)	$	0.27		$	(0.38	)	$	0.44
Weighted average number of limited partner units outstanding:
Common units (basic and diluted)	86,997,590			86,997,590			86,997,590			85,624,926

See accompanying notes to condensed consolidated financial statements.

4

OCI PARTNERS LP

Condensed Consolidated Statements of Partners’ Capital

Nine-Months Ended September 30, 2016 and 2015

(Unaudited)(Dollars in thousands, except per unit data)

	Common Units				Total Partners’ Capital
	Units	Amount
Balance, December 31, 2014	83,495,372	$	188,064		$	188,064
Distributions	—	(5,775		)	(5,775		)
Distributions—Related Party	—	(21,778		)	(21,778		)
Capital Contribution	3,502,218	60,000			60,000
Net income	—	37,513			37,513
Balance, September 30, 2015	86,997,590	$	258,024		$	258,024
Balance, December 31, 2015	86,997,590	$	236,863		$	236,863
Distributions	—	(6,650		)	(6,650		)
Distributions—Related Party	—	(26,409		)	(26,409		)
Net loss	—	(33,199		)	(33,199		)
Balance, September 30, 2016	86,997,590	$	170,605		$	170,605

See accompanying notes to condensed consolidated financial statements.

5

OCI PARTNERS LP

Condensed Consolidated Statements of Cash Flows

Nine-Months Ended September 30, 2016 and 2015

(Unaudited)

(Dollars in thousands, except per unit data)

	Nine-Months Ended September 30,
	2016			2015
Cash flows from operating activities:
Net income (loss)	$	(33,199	)	$	37,513
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	46,144			34,279
Amortization of debt issuance costs	3,149			2,680
Deferred income tax expense	637			648
(Gain) loss on disposition of fixed assets	451			(16		)
Decrease (increase) in:
Accounts receivable	5,670			10,136
Accounts receivable – related party	4,807			(1,319		)
Inventories	1,097			446
Advances due from related party	(174		)	79
Other non-current assets, other current assets and prepaid expenses	562			(2,137		)
Increase (decrease) in:
Accounts payable	350			(2,120		)
Accounts payable – related party	1,118			2,056
Other payables, accruals, and current liabilities	(853		)	3,736
Accrued interest	585			(8,024		)
Accrued interest – related party	244			(68		)
Net cash provided by operating activities	30,588			77,889
Cash flows from investing activities:
Purchase of property, plant, and equipment	(4,621		)	(221,619		)
Proceeds from sale of scrap equipment	19			2,503
Net cash used in investing activities	(4,602		)	(219,116		)
Cash flows from financing activities:
Proceeds from revolving credit facility	27,000			40,000
Proceeds from term loan b credit facility	—			50,000
Proceeds from intercompany revolving credit facility	39,170			—
Repayment of debt	(55,360		)	(18,110		)
Repayment of debt – related party	(4,170		)	—
Cash contributions by member	—			60,000
Debt issuance costs	(1,206		)	(5,023		)
Remittance of cash to OCI USA for transferred trade receivables	(404		)	(222		)
Distributions to Unitholders	(6,650		)	(5,775		)
Distributions to Unitholders – related party	(26,409		)	(21,778		)
Net cash provided by (used in) financing activities	(28,029		)	99,092
Net decrease in cash and cash equivalents	(2,043		)	(42,135		)
Cash and cash equivalents, beginning of period	13,238			71,810
Cash and cash equivalents, end of period	$	11,195		$	29,675
Supplemental cash disclosures:
Cash paid during the period for income taxes	$	100		$	1,200
Cash paid during the period for interest, net of amount capitalized	25,105			8,327
Cash paid during the period for interest, net of amount capitalized – related party	—			220
Supplemental non-cash disclosures:
Accruals of property, plant and equipment purchases	$	3,373		$	1,325
Noncash settlement of accrued interest – related party	304			—
Capitalized interest	—			8,586

See accompanying notes to condensed consolidated financial statements.

6

OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

Note 1 — Business and Basis of Presentation

Description of Business

OCI Partners LP (the “Partnership,” “OCIP,” “we,” “us,” or “our”) is a Delaware limited partnership formed on February 7, 2013 whose focus is on the production, marketing and distribution of methanol and anhydrous ammonia. Our production facility is strategically located on the U.S. Gulf Coast near Beaumont, Texas and commenced full operations during August 2012. Our facility has pipeline connections to adjacent customers, port access with dedicated methanol and ammonia import/export jetties, allowing us to ship both products along the Gulf Coast, and truck loading facilities for both methanol and ammonia.

We are currently one of the larger merchant methanol producers in the United States with an annual methanol production design capacity of approximately 912,500 metric tons and an annual ammonia production design capacity of approximately 331,000 metric tons. During 2015, we executed a debottlenecking project on our production facility that included a maintenance turnaround and environmental upgrades, which we collectively refer to as our “debottlenecking project.” This project increased our annual methanol production design capacity by 25% to approximately 912,500 metric tons and our annual ammonia production design capacity by 25% to approximately 331,000 metric tons. Actual daily production capacity will vary depending on operating conditions and other various factors.

OCI Beaumont LLC (“OCIB”) is a Texas limited liability company formed on December 10, 2010 as the acquisition vehicle to purchase the manufacturing facility and related assets offered for sale by Eastman Chemical Company on May 5, 2011 for $26,500. OCI N.V. (“OCI”), a Dutch public limited liability company, which is the ultimate parent for a group of related entities, through its subsidiaries, is a global producer of natural gas-based fertilizers and chemicals. OCI is listed on the New York Stock Exchange ("NYSE") Euronext Amsterdam and trades under the symbol “OCI.”

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X, neither of which requires all of the information and footnotes required by GAAP. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC, and accordingly, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Form 10-K for the year ended December 31, 2015 filed with the SEC on March 24, 2016. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal and recurring adjustments, considered necessary for a fair statement of the Partnership’s financial position as of September 30, 2016, and the consolidated results of operations and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements include the accounts of the Partnership. All significant intercompany accounts and transactions have been eliminated in consolidation. Operating results for the three and nine-months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other reporting period.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accuracy of estimates is based on accuracy of information used. Significant items subject to such estimates and assumptions include the useful lives of property, plant, and equipment, the valuation of property, plant, and equipment, and other contingencies.

7

OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

Note 2 — Recently Issued Accounting Standards

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues Accounting Standards Updates (“ASU”) to communicate changes to the codification. The Partnership considers the applicability and impact of all ASU’s. The following are those ASU’s that are relevant to the Partnership.

On November 20, 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards and improve comparability between GAAP and International Financial Reporting Standards (“IFRS”). Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes and to align the presentation of deferred income tax assets and liabilities with IFRS, the amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. A reporting entity can apply the amendments either prospectively or retrospectively, with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-17 is not expected to have a material impact on the Partnership’s consolidated financial statements.

On July 22, 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards and improve comparability between GAAP and IFRS. The amendments in ASU 2015-11 change the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within fiscal years beginning after December 15, 2017. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a material impact on the Partnership’s consolidated financial statements.

On May 28, 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The standard is effective for interim and annual periods beginning after December 15, 2017 and permits the use of either retrospective or cumulative effect transition method. Early adoption is permitted for annual periods beginning after December 15, 2016. The Partnership is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Partnership has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

Note 3 — Inventories

As of September 30, 2016 and December 31, 2015, the Partnership’s inventories consisted of finished goods. The Partnership had no raw materials and/or work-in-progress inventories. Below is a summary of inventory balances by product as of September 30, 2016 and December 31, 2015:

	As of
	September 30, 2016		December 31, 2015
Ammonia	$	2,814	$	2,982
Methanol	2,063		2,992
Total	$	4,877	$	5,974

8

OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

Note 4 — Property, Plant and Equipment 

	As of
	September 30, 2016		December 31, 2015
Land	$	3,371	$	3,371
Furniture and Fixtures	604		423
Plant and equipment	762,708		759,209
Vehicles	55		118
Buildings	14,685		14,612
Construction in progress	5,756		2,735
	787,179		780,468
Less: accumulated depreciation	151,698		105,769
	$	635,481	$	674,699

Note 5 — Debt

(a) Debt – Related Party

On September 15, 2016, the intercompany revolving facility agreement between OCIB and OCI Fertilizer International B.V. (“OCI Fertilizer”) was terminated and replaced with an intercompany revolving facility agreement with OCI USA Inc. (the “Intercompany Revolving Facility”). OCI USA Inc. ("OCI USA") is an indirect, wholly-owned subsidiary of OCI. The Intercompany Revolving Facility has a borrowing capacity of $40,000 and a maturity date of January 20, 2020. The amount that can be drawn under the Intercompany Revolving Facility is limited by the Revolving Credit Facility (as defined below) to $40,000 minus the amount of indebtedness outstanding under the Revolving Credit Facility. Borrowings under the Intercompany Revolving Facility bear interest at a rate equal to the sum of (i) the rate per annum applicable to the Revolving Credit Facility (including as such per annum rate may fluctuate from time to time in accordance with the terms of the agreement governing the Revolving Credit Facility) discussed in note 5(b), plus (ii) 0.25%. OCIB pays a commitment fee to OCI USA under the Intercompany Revolving Facility on the undrawn available portion at a rate of 0.5% per annum, which is included as a component of interest expense – related party on the unaudited condensed consolidated statements of operations. The Intercompany Revolving Facility is subordinated to indebtedness under the Term Loan B Credit Facility (as defined below) and the Revolving Credit Facility. As of September 30, 2016, OCIB had $35,000 drawn under the Intercompany Revolving Facility.

On September 15, 2016, the intercompany loan agreement between OCIB and OCI Fertilizer was terminated and replaced with an intercompany term facility agreement with OCI USA (the “Intercompany Term Facility”). The Intercompany Term Facility has a borrowing capacity of $200,000 and a maturity date of January 20, 2020. The Borrowings under the Intercompany Term Facility are subordinated to the Term B-3 Loans (as defined below) under the Term Loan B Credit Facility and the Revolving Credit Facility. Borrowings under the Intercompany Term Facility bear interest at a rate equal to the sum of (i) the rate per annum applicable to the Term B Loans (including as such per annum rate may fluctuate from time to time in accordance with the terms of the agreement governing the Term Loan B Credit Facility) discussed in note 5(b), plus (ii) 0.25%. As of September 30, 2016, OCIB has no amounts drawn under the Intercompany Term Facility.

OCIB's ability to borrow under the intercompany credit facilities with OCI USA is dependent on OCI's ability and willingness to loan money to OCIB under those facilities. To the extent that OCI faces liquidity, capital, credit or other constraints at the time we initiate borrowings under our intercompany credit facilities, we may be unable to draw the full amount otherwise available to use under those facilities.

9

OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

(b) Debt – Third Party

	September 30, 2016		Interest Rate	Interest Rate as of September 30, 2016	Maturity Date
Term Loan B Credit Facility	$	437,425	6.75% + Adjusted LIBOR	7.75%	August 20, 2019
Less: Current Portion	4,480
Less: Unamortized Discount and Debt Issue Costs	13,635
Term Loan Facility, Net	$	419,310

	December 31, 2015		Interest Rate	Interest Rate as of December 31, 2015	Maturity Date
Revolving Credit Facility	$	25,000	2.75% + LIBOR	3.34%	March 12, 2016
Less: Unamortized Debt Issue Costs	72
Revolving Credit Facility, Net	$	24,928

	December 31, 2015		Interest Rate	Interest Rate as of December 31, 2015	Maturity Date
Term Loan B Credit Facility	$	440,785	5.50% + Adjusted LIBOR	6.50%	August 20, 2019
Less: Current Portion	4,480
Less: Unamortized Discount and Debt Issue Costs	15,520
Term Loan Facility, Net	$	420,785

10

OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

Term Loan B Credit Facility and Amendments Thereto

On August 20, 2013, OCIB and OCI USA entered into a senior secured term loan facility agreement (as amended, supplemented or restated from time to time, the “Term Loan B Credit Facility”) with a syndicate of lenders. The Partnership subsequently became a party to the Term Loan B Credit Facility through a credit agreement joinder, dated as of October 18, 2013. After the payment in full of one tranche during October 2013 and prior to July 2015, the Term Loan B Credit Facility was comprised of two tranches of term debt in the amounts of $235,000 (the “Term B-2 Loan”) and $165,000 (the “Term B-3 Loan” and together with the Term B-2 Loan, the “Existing Term B Loans”), respectively.

On March 12, 2015, OCIB, the Partnership and OCI USA entered into Amendment No. 4 (“Term Loan Amendment No. 4”) to the Term Loan B Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto to (i) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.25 for the quarter ending March 31, 2015, (ii) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.50 for the quarters ending June 30, 2015 and September 30, 2015, (iii) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.25 for the quarter ending December 31, 2015, (iv) increase the interest rate margin on the outstanding term loans under the Term Loan B Facility such that OCIB may select an interest rate of (a) 4.50% above London Interbank Offered Rate ("LIBOR") for LIBO Rate Term Loans (as defined in the Term Loan B Credit Facility) or (b) 3.50% above the Base Rate for Base Rate Term Loans (as each such term is defined in the Term Loan B Credit Facility), (v) applied a prepayment premium (A) with respect to any voluntary prepayment of the Existing Term B Loans (including in connection with the incurrence of refinancing indebtedness), of 3% of the principal amount of the Existing Term B Loans so prepaid on or prior to the first anniversary of the Term Loan Amendment No. 4 effective date, stepping down to 2% after the first anniversary thereof but on or prior to the second anniversary thereof, and to par thereafter and (B) with respect to any amendment to the Term Loan B Credit Facility resulting in a Repricing Transaction (as defined in the Term Loan B Credit Facility), of 3% of the principal amount of the Existing Term B Loans so repriced on or prior to the first anniversary of the Term Loan Amendment No. 4 effective date, stepping down to 2% after the first anniversary thereof but on or prior to the second anniversary thereof and to 1% after the second anniversary thereof but on or prior to the third anniversary thereof and to par thereafter and (vi) make certain technical changes to certain defined terms.

On July 2, 2015, OCIB, the Partnership and OCI USA entered into an Incremental Term Loan Commitment Agreement (the “Incremental Term Loan Agreement”) with Bank of America, N.A., as administrative agent and lender thereunder, pursuant to which OCIB incurred an incremental term loan in the principal amount of $50,000 (the “Term B-4 Loan”) under the Term Loan B Credit Facility. The Term B-4 Loan has terms and provisions identical to the Existing Term B Loans, and the Term B-4 Loan and the Existing Term B Loans collectively comprise a single tranche of Term B Loans under the Term Loan B Credit Facility.

On October 16, 2015, OCIB, the Partnership and OCI USA entered into Amendment No. 5 and Waiver (“Term Loan Amendment No. 5”) to the Term Loan B Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Term Loan Amendment No. 5 (i) increased the maximum consolidated senior secured net leverage ratio from 2.50 to 3.75 for the quarter ending September 30, 2015, (ii) increased the maximum consolidated senior secured net leverage ratio from 2.25 to 3.75 for the quarter ending December 31, 2015, (iii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 3.75 for the quarter ending March 31, 2016, (iv) decreased the minimum consolidated interest coverage ratio from 5.00 to 3.50 for the quarters ending September 30, 2015, December 31, 2015 and March 31, 2016, and (v) increased the interest rate margin on the outstanding term loans under the Term Loan B Credit Facility such that OCIB may select an interest rate of (a) 5.50% above LIBOR for the Term B Tranche of LIBO Rate Term Loans (as defined in the Term Loan B Credit Facility) or (b) 4.50% above the Base Rate for the Term B Tranche of Base Rate Term Loans (as each such term is defined in the Term Loan B Credit Facility).

11

OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

On March 17, 2016, OCIB, the Partnership and OCI USA entered into Amendment No. 6 (“Term Loan Amendment No. 6”) to the Term Loan B Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Term Loan Amendment No. 6 (i) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 4.25 for the quarter ending June 30, 2016, (ii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 4.75 for the quarter ending September 30, 2016, (iii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 5.00 for the quarters ending December 31, 2016 and March 31, 2017, (iv) decreased the minimum consolidated interest coverage ratio from 5.00 to 3.00 for the quarter ending June 30, 2016 and to 2.50 for the quarters ending September 30, 2016, December 31, 2016 and March 31, 2017, and (v) increased the interest rate margin on the outstanding term loans under the Term Loan B Credit Facility such that OCIB may select an interest rate of (a) 6.75% above LIBOR for the Term B Tranche of LIBO Rate Term Loans (as defined in the Term Loan B Credit Facility) or (b) 5.75% above the Base Rate for the Term B Tranche of Base Rate Term Loans (as each such term is defined in the Term Loan B Credit Facility.

The Term B Loans mature on August 20, 2019 and are subject to certain mandatory prepayment obligations upon the disposition of certain assets and the incurrence of certain indebtedness. The Term B Loans are also subject to mandatory quarterly repayments equal to $1,120.

Scheduled maturities with respect to the Term Loan B Credit Facility are as follows:

Fiscal Year
2016	1,120
2017	4,480
2018	4,480
2019	427,345
Total	$	437,425

The Term B Loans, as well as related fees and expenses, are unconditionally guaranteed by OCI USA, the Partnership and certain of its future subsidiaries other than OCIB. The Term B Loans, and related fees and expenses, are secured by a first priority lien on substantially all of OCIB’s and the Partnership's assets (OCI USA does not provide any security with its guarantee).

12

OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

The Term Loan B Credit Facility contains customary covenants and conditions, including limitations on our ability to finance future operations or capital needs or to engage in other business activities. These restrictions and covenants will limit our ability, among other things, to:

• incur additional indebtedness;

• create liens on assets;

• engage in mergers or consolidations;

• sell assets;

• pay dividends and distributions or repurchase our common units;

• make investments, loans or advances;

• prepay certain subordinated indebtedness;

• make certain acquisitions or enter into agreements with respect to our equity interests; and

• engage in certain transactions with affiliates.

In addition, as of September 30, 2016, OCIB may not permit, on the last day of any fiscal quarter (i) the consolidated senior secured net leverage ratio to exceed (a) in the fiscal quarter ending September 30, 2016, 4.75 to 1.00, (b) in the fiscal quarters ending December 31, 2016 and March 31, 2017, 5.00 to 1.00 and (c) each fiscal quarter ending thereafter, 1.75 to 1.00 and (ii) the consolidated interest coverage ratio on the last day of any fiscal quarter to be less than (a) 2.50 to 1.00, in the fiscal quarters ending September 30, 2016, December 31, 2016 and March 31, 2017 and (b) 5.00 to 1.00, each fiscal quarter ending thereafter. The consolidated senior secured net leverage ratio is defined as the ratio of (i) (A) consolidated senior secured debt less (B) the aggregate amount of unrestricted cash and cash equivalents included on the consolidated balance sheet to (ii) consolidated EBITDA for the last four quarters. The consolidated interest coverage ratio is defined as the ratio of (i) consolidated EBITDA for the last four quarters to (ii) consolidated interest expense for the last four quarters. For the period ending September 30, 2016, we applied the Consolidated EBITDA Material Project Adjustments (as defined in the Term Loan B Credit Facility) to our calculation of Consolidated EBITDA (as defined in the Term Loan B Credit Facility) in computing the aforementioned ratios. As of September 30, 2016, OCIB’s consolidated senior secured net leverage ratio was 4.60 to 1.00, and its consolidated interest coverage ratio was 2.57 to 1.00. Upon the occurrence of certain events of default under the Term Loan B Credit Facility, OCIB’s obligations under the Term Loan B Credit Facility may be accelerated.

The Term Loan B Credit Facility also contains various nonfinancial covenants, which include, among others, undertakings with respect to reporting requirements, maintenance of specified insurance coverage, and compliance with applicable laws and regulations. As of September 30, 2016, the Partnership was in compliance with all these covenants. Due primarily to decreases in average sales prices, management believes we may not be in compliance with certain covenants as of December 31, 2016 and thereafter. We expect to explore multiple options to prevent or remediate such noncompliance, including refinancing the credit facilities and/or seeking waivers or amendments to the credit facilities.

The Term Loan B Credit Facility contains events of default customary for credit facilities of this nature, including, but not limited to, the failure to pay any principal, interest or fees when due, failure to satisfy any covenant, untrue representations or warranties, impairment of liens, events of default under any other loan document, default under any other material debt agreements, insolvency, certain bankruptcy proceedings, change of control and material litigation resulting in a final judgment against any borrower or subsidiary guarantor. Upon the occurrence and during the continuation of an event of default under the Term Loan B Credit Facility, the lenders may, among other things, accelerate and declare the outstanding loans to be immediately due and payable and exercise remedies against OCIB, the Partnership and the collateral as may be available to the lenders under the Term Loan B Credit Facility and other loan documents.

13

OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

Revolving Credit Facility and Amendments Thereto

On April 4, 2014, OCIB as borrower, the Partnership as a guarantor, Bank of America, N.A. as administrative agent and a syndicate of lenders entered into a revolving credit facility agreement (as amended, supplemented or restated from time to time, the “Revolving Credit Facility”), with an initial aggregate borrowing capacity of up to $40,000 (less any amounts borrowed under the Intercompany Revolving Facility (as defined in note 5(a)), including a $20,000 sublimit for letters of credit. All proceeds from this facility will be used by OCIB for working capital, capital expenditures and other general corporate purposes.

On March 12, 2015, OCIB and the Partnership entered into Revolving Credit Amendment No. 2 (“Revolving Credit Amendment No. 2”) to the Revolving Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto to (i) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.25 for the quarter ending March 31, 2015, (ii) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.50 for the quarters ending June 30, 2015 and September 30, 2015, (iii) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.25 for the quarter ending December 31, 2015, (iv) extend the maturity of the Revolving Credit Facility until March 12, 2016, (v) suspended the requirement to repay in full all outstanding revolving loans under the Revolving Credit Facility on the last business day of each June and December for the calendar year 2015 and (vii) made certain technical changes to certain defined terms.

On October 16, 2015, OCIB, the Partnership and OCI USA entered into Amendment No. 3 and Waiver (“Revolving Credit Amendment No. 3”) to the Revolving Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Revolving Credit Amendment No. 3 (i) increased the maximum consolidated senior secured net leverage ratio from 2.50 to 3.75 for the quarter ending September 30, 2015, (ii) increased the maximum consolidated senior secured net leverage ratio from 2.25 to 3.75 for the quarter ending December 31, 2015, (iii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 3.75 for the quarter ending March 31, 2016, and (iv) decreased the minimum consolidated interest coverage ratio from 5.00 to 3.50 for the quarters ending September 30, 2015, December 31, 2015 and March 31, 2016.

On March 11, 2016, OCIB, the Partnership and OCI USA entered into Amendment No. 4 (“Revolving Credit Amendment No. 4”) to the Revolving Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Revolving Credit Amendment No. 4 extended the maturity of the Revolving Credit Facility until March 31, 2016.

On March 17, 2016, OCIB, the Partnership and OCI USA entered into Amendment No. 5 (“Revolving Credit Amendment No. 5”) to the Revolving Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Revolving Credit Amendment No. 5 among other things (i) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 4.25 for the quarter ending June 30, 2016, (ii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 4.75 for the quarter ending September 30, 2016, (iii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 5.00 for the quarters ending December 31, 2016 and March 31, 2017, (iv) decreased the minimum consolidated interest coverage ratio from 5.00 to 3.00 for the quarter ending June 30, 2016 and to 2.50 for the quarters ending September 30, 2016 and December 31, 2016, (v) extended the maturity of the Revolving Credit Facility until March 31, 2017, (vi) increased the applicable margin by 0.75%, (vii) introduced specified liquidity targets to meet on a quarterly basis for each of the three quarters ending June 30, 2016, September 30, 2016 and December 31, 2016 (viii) imposed the requirement that OCIB repay in full all outstanding revolving loans under the Revolving Credit Facility on the last business day of each fiscal quarter, commencing September 30, 2016 provided that with respect to the repayment occurring on September 30, 2016, OCIB shall only be required to repay an amount such that no more than $20,000 in aggregate principal amount of the revolving loans remain outstanding on such date after giving effect to such repayment and (ix) increased the applicable commitment fee to 1.40% per annum.

14

OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

Outstanding principal amounts under the Revolving Credit Facility bear interest at OCIB’s option at either LIBOR plus a margin of 3.50% or a base rate plus a margin of 2.50%. OCIB also pays a commitment fee of 1.40% per annum on the unused portion of the Revolving Credit Facility. The Revolving Credit Facility has a one-year term that may be extended for additional one-year periods subject to the consent of the lenders. OCIB is required to repay in full all outstanding revolving loans under the Revolving Credit Facility on the last business day of each fiscal quarter, commencing September 30, 2016 provided that with respect to the repayment occurring on September 30, 2016, OCIB shall only be required to repay an amount such that no more than $20,000 in aggregate principal amount of the revolving loans remain outstanding on such date after giving effect to such repayment. As of September 30, 2016, OCIB had no amounts outstanding under the Revolving Credit Facility.

OCIB’s obligations under the Revolving Credit Facility are guaranteed by the Partnership and certain of its future subsidiaries other than OCIB. OCIB’s obligations under the Revolving Credit Facility are secured by a first priority lien (which is pari passu with the first priority lien securing obligations under the Term Loan B Credit Facility) on substantially all of the tangible and intangible assets of OCIB and the Partnership.

In addition, the Revolving Credit Facility contains covenants and provisions that affect OCIB and the Partnership, including, among others, customary covenants and provisions:

• prohibiting OCIB from incurring indebtedness (subject to customary exceptions);

• limiting OCIB’s ability and that of the Partnership from creating or incurring specified liens on their respective properties (subject to customary exceptions);

• limiting OCIB’s ability and that of the Partnership to make distributions and equity repurchases (which shall be permitted if no default exists and in the case of distributions and equity repurchases from a subsidiary to its parent); and

• prohibiting consolidations, mergers and asset transfers by OCIB and the Partnership (subject to customary exceptions).

Under the Revolving Credit Facility, OCIB is also subject to certain financial covenants that are tested on a quarterly basis. As of September 30, 2016, OCIB may not permit, on the last day of any fiscal quarter (i) the consolidated senior secured net leverage ratio to exceed (a) in the fiscal quarter ending September 30, 2016, 4.75 to 1.00, (b) in the fiscal quarters ending December 31, 2016 and March 31, 2017, 5.00 to 1.00 and (c) each fiscal quarter ending thereafter, 1.75 to 1.00 and (ii) the consolidated interest coverage ratio on the last day of any fiscal quarter to be less than (a) 2.50 to 1.00, in the fiscal quarters ending September 30, 2016, December 31, 2016 and March 31, 2017 and (b) 5.00 to 1.00, each fiscal quarter ending thereafter. The consolidated senior secured net leverage ratio is defined as the ratio of (i) (A) consolidated senior secured debt less (B) the aggregate amount of unrestricted cash and cash equivalents included on the consolidated balance sheet to (ii) consolidated EBITDA for the last four quarters. The consolidated interest coverage ratio is defined as the ratio of (i) consolidated EBITDA for the last four quarters to (ii) consolidated interest expense for the last four quarters. For the period ending September 30, 2016, we applied the Consolidated EBITDA Material Project Adjustments (as defined in the Revolving Credit Facility) to our calculation of Consolidated EBITDA (as defined in the Revolving Credit Facility) in computing the aforementioned ratios. As of September 30, 2016, OCIB’s consolidated senior secured net leverage ratio was 4.60 to 1.00, and its consolidated interest coverage ratio was 2.57 to 1.00. Upon the occurrence of certain events of default under the Revolving Credit Facility, OCIB’s obligations under the Revolving Credit Facility may be accelerated.

The Revolving Credit Facility also contains various nonfinancial covenants, which include, among others, undertaking with respect to reporting requirements, maintenance of specified insurance coverage, and compliance with applicable laws and regulations. As of September 30, 2016, the Partnership was in compliance with all of these covenants. Due primarily to decreases in average sales prices, management believes we may not be in compliance with certain covenants as of December 31, 2016 and thereafter. We expect to explore multiple options to prevent or remediate such noncompliance, including refinancing the credit facilities and/or seeking waivers or amendments to the credit facilities.

15

OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

The Revolving Credit Facility contains events of default customary for credit facilities of this nature, including, but not limited to, the failure to pay any principal, interest or fees when due, failure to satisfy any covenant, untrue representations or warranties, impairment of liens, events of default under any other loan document under the credit facility, default under any other material debt agreements, insolvency, certain bankruptcy proceedings, change of control and material litigation resulting in a final judgment against any borrower or subsidiary guarantor. Upon the occurrence and during the continuation of an event of default under the Revolving Credit Facility, the lenders may, among other things, accelerate and declare the outstanding loans to be immediately due and payable and exercise remedies against OCIB, the Partnership and the collateral as may be available to the lenders under the Revolving Credit Facility and other loan documents.

(c) Debt Issuance Costs

Term Loan B Credit Facility and Amendments Thereto

The Term Loan Amendment No. 4 included a 0.75% consent fee of $2,963, a 0.25% arranger fee of $988, and $44 of other fees and expenses. The Incremental Term Loan Agreement included an arranger fee of $595, legal fees of $183, and $128 of other fees and expenses. The Term Loan Amendment No. 5 included an arranger fee of $500, legal fees of $64, and $13 of other fees and expenses. The Term Loan Amendment No. 6 included an amendment fee of $1,102, legal fees of $31, and $12 of other fees and expenses. OCIB recorded the debt issuance costs as a reduction of long-term debt in the accompanying unaudited condensed consolidated balance sheet.

All debt issuance costs are being amortized over the term of the Term Loan B Credit Facility using the effective-interest method. The amortization of the debt issuance costs related to the Term Loan B Credit Facility was $1,049 and $3,029 during the three and nine-month periods ended September 30, 2016, respectively, compared to $921 and $2,467 during the three and nine-month periods ended September 30, 2015, respectively. The amortization of the debt issuance costs is presented as a component of interest expense in the accompanying unaudited condensed consolidated statements of operations.

Revolving Credit Facility and Amendments Thereto

The Revolving Credit Agreement Amendment No. 2 included a 0.25% consent fee of $100 and $24 of other fees and expenses. The Revolving Credit Agreement Amendment No. 3 included a 0.25% amendment fee of $100. The Revolving Credit Agreement Amendment No. 4 included $30 of legal fees and expenses. The Revolving Credit Agreement Amendment No. 5 included $31 of legal fees and expenses. OCIB recorded the debt issuance costs as a reduction of short-term debt in the accompanying unaudited condensed consolidated balance sheets and is amortizing them over the term of the Revolving Credit Facility using the effective-interest method.

OCIB amortized debt issuance costs related to the Revolving Credit Facility of $8 and $120 during the three and nine-month periods ended September 30, 2016, respectively, compared to $32 and $213 during the three and nine-month periods ended September 30, 2015, respectively. The amortization of the debt issuance costs is presented as a component of interest expense in the accompanying unaudited condensed consolidated statement of operations.

16

OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

Note 6 — Related Party Transactions

The Partnership has maintained and been involved with certain arrangements and transactions with OCI and its affiliates. The material effects of such arrangements and transactions are reported in the accompanying unaudited condensed consolidated financial statements as related party transactions.

The following table represents the effect of related party transactions on the unaudited condensed consolidated results of operations for the three and nine-month periods ended September 30, 2016 and 2015:

	Three-Months Ended September 30,				Nine-Months Ended September 30,
	2016		2015		2016		2015
Revenue	$	1,435	$	3,281	$	9,182	$	3,893
Cost of goods sold (exclusive of depreciation)	3,075		2,988		13,329		13,323
Selling, general and administrative expenses (1)	1,058		891		3,720		3,376
Interest expense	143		51		245		152

(1) Amounts represented in selling, general and administrative expense were incurred to the following related parties:

	Three-Months Ended September 30,					Nine-Months Ended September 30,
	2016			2015		2016		2015
OCI GP LLC	$	758		$	570	$	2,607	$	2,404
OCI Nitrogen B.V.	0			25		13		43
OCI Personnel B.V.	156			163		449		475
Contrack International Inc.	145			123		567		426
OCI Fertilizer B.V.	(1		)	10		40		28
OCI Fertilizers Trade & Supply B.V.	0			0		44		0
Total selling, general and administrative expenses – related party	1,058			891		3,720		3,376

Our Agreements with OCI

Omnibus Agreement

On October 9, 2013, the Partnership entered into an omnibus agreement by and between the Partnership, OCI, OCI USA, OCI GP LLC and OCIB (the “Omnibus Agreement”). The Omnibus Agreement addresses certain aspects of the Partnership’s relationship with OCI and OCI USA, including: (i) certain indemnification obligations, (ii) the provision by OCI USA to the Partnership of certain services, including selling, general and administrative services and management and operating services relating to operating the Partnership’s business, (iii) the Partnership’s use of the name “OCI” and related marks and (iv) the allocation among the Partnership and OCI USA of certain tax attributes.

Under the Omnibus Agreement, OCI USA provides, or causes one or more of its affiliates to provide, the Partnership with such selling, general and administrative services and management and operating services as may be necessary to manage and operate the business and affairs of the Partnership. Pursuant to the Omnibus Agreement, the Partnership reimburses OCI USA for all reasonable direct or indirect costs and expenses incurred by OCI USA or its affiliates in connection with the provision of such services, including the compensation and employee benefits of employees of OCI USA or its affiliates.

17

OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

We incurred costs under this contract, payable to OCI GP LLC, in connection with reimbursement of providing selling, general and administrative services and management and operating services to manage and operate the business and affairs of the Partnership in the amount of $3,832 and $15,935 during the three and nine-month periods ended September 30, 2016, respectively, as compared to $3,558 and $15,727 during the three and nine-month periods ended September 30, 2015, respectively. Of these amounts, the wages directly attributable to revenue-producing operations were included in cost of goods sold (exclusive of depreciation) and the remaining amounts incurred were included in selling, general and administrative expense. During the three and nine-month periods ended September 30, 2016, $3,075 and $13,329, respectively, were recorded in costs of goods sold (exclusive of depreciation) and $758 and $2,607, respectively, were recorded in selling, general and administrative expense. During the three and nine-month periods ended September 30, 2015, $2,988 and $13,323, respectively, were recorded in costs of goods sold (exclusive of depreciation) and $570 and $2,404, respectively, were recorded in selling, general and administrative expense. Accounts payable – related party include amounts incurred but unpaid to OCI GP LLC of $2,688 and $1,522 as of September 30, 2016 and December 31, 2015, respectively.

As shown in the table above, the Partnership recorded amounts due to (i) OCI Nitrogen B.V., an indirect, wholly-owned subsidiary of OCI, (ii) OCI Personnel B.V., an indirect, wholly-owned subsidiary of OCI, (iii) Contrack International Inc., an affiliate of OCI, (iv) OCI Fertilizer B.V., an indirect, wholly-owned subsidiary of OCI, and (v) OCI Fertilizer Trade & Supply B.V., an indirect, wholly-owned subsidiary of OCI, in selling, general and administrative expense as shown on the unaudited condensed consolidated statement of operations, in relation to officers’ salaries, wages and travel expenses, and asset management information-technology-related project expenses in the amount of $300 and $1,113 during the three and nine-month periods ended September 30, 2016, respectively, as compared to $322 and $972 during the three and nine-month periods ended September 30, 2015, respectively. Accounts payable – related party includes amounts incurred but unpaid to the aforementioned parties of $1,346 and $1,394 as of September 30, 2016 and December 31, 2015, respectively.

Distributions and Payments to OCI USA and Its Affiliates

Prior to the completion of the Partnership's initial public offering, certain assets of OCIB were distributed to OCI USA. In October 2013, OCIB distributed $56,700 of cash and $35,616 of accounts receivable to OCI USA, which was comprised of $8,056 of advances due from related party and $27,560 of trade receivables. All collections of transferred advances due from related parties have been received directly by OCI USA, and all collections of transferred trade receivables have been received by the Partnership and will be remitted to OCI USA. During the three and nine-months ended September 30, 2016, we remitted $37 and $404, respectively, of the collections of the transferred trade receivables to OCI USA, as compared to $59 and $222 during the three and nine-months ended September 30, 2015, respectively.

On June 30, 2016, OCIB entered into a non-cash settlement agreement with OCI USA and OCI Fertilizer to settle $304 of the accrued interest – related party due to OCI Fertilizer in relation to the commitment fee on the unused portion of the intercompany revolving facility agreement between OCIB and OCI Fertilizer. As a result of this settlement agreement, OCIB incurred $304 of accounts payable – related party due to OCI USA.

Accounts payable – related party includes amounts incurred but unpaid to OCI USA of $9,607 and $9,707 as of September 30, 2016 and December 31, 2015, respectively.

Intercompany Revolving Facility

As indicated above in note 5(a), OCIB recorded interest expense – related party of $143 and $245 during the three and nine-month periods ended September 30, 2016, respectively, as compared to $51 and $152 during the three and nine-month periods ended September 30, 2015, respectively. Interest expense – related party relates to interest expense and a commitment fee on the unused portion of our Intercompany Revolving Facility. Accrued interest – related party includes amounts incurred but unpaid to OCI USA of $143 and $203 as of September 30, 2016 and December 31, 2015, respectively. 

18

OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

Construction Agreement with Orascom E&C USA Inc.

In June 2013, OCIB entered into a procurement and construction contract with Orascom E&C USA Inc. (“Orascom E&C”), an affiliate of OCI, pursuant to which Orascom E&C undertook the debottlenecking of OCIB’s methanol and ammonia production units (the “Construction Contract”). Upon execution of the Construction Contract, a technical service agreement that was previously entered into by OCIB and OCI Construction Limited, an affiliate of OCI, providing for the management and construction services relating to the debottlenecking project was subsumed within the Construction Contract. Under the terms of the Construction Contract, Orascom E&C was paid on a cost-reimbursable basis, plus a fixed fee equal to 9% of the costs of the project, excluding any discounts. The contract allocated customary responsibilities to OCIB and Orascom E&C. The agreement did not provide for the imposition of liquidated or consequential damages. Amounts (including the fixed fee) incurred under the Construction Contract were $0 and $953 during the three and nine-month periods ended September 30, 2015, respectively. All amounts incurred under this contact were capitalized into construction in progress, which is a component of property plant and equipment shown in the unaudited condensed consolidated balance sheet. No amounts were incurred under the Construction Contract during three and nine-month periods ended September 30, 2016. We had no amounts due to Orascom E&C as of September 30, 2016 and December 31, 2015.

Related Party Sales

On May 12, 2015, OCIB entered into an agreement with OCI Fertilizers USA LLC (“OCI Fertilizers USA”), an indirect, wholly-owned subsidiary of OCI that is a wholesaler of ammonia, to supply OCI Fertilizers USA with commercial grade anhydrous ammonia. OCI Fertilizers USA purchases the ammonia to resell to third parties. The term of the agreement began on June 1, 2015 and ends on May 31, 2017 and renews automatically unless a party cancels with 90 days’ notice. Under the terms of the agreement, OCI Fertilizers USA is paid a 1.5% commission of the sales price to third parties.  During the three and nine-months ended September 30, 2016, we had related party sales of $1,435 and $5,918, respectively, for the sale of Ammonia to OCI Fertilizers USA, as compared to $3,281 and $3,893 of related party sales during the three and nine-months ended September 30, 2015, respectively. Accounts Receivable – related party includes amounts due from OCI Fertilizer USA of $373 and $660 as of September 30, 2016 and December 31, 2015, respectively.

On December 14, 2015, OCIB entered into an agreement with OCI Fertilizer Trade & Supply B.V., an international trader of ammonia, to supply OCI Fertilizers Trade & Supply B.V. with commercial grade anhydrous ammonia. OCI Fertilizers Trade & Supply B.V. purchases the ammonia to resell to OCI Nitrogen at its facilities in the Netherlands. The term of the agreement began in December 2015 and ended in February 2016. During the three and nine-months ended September 30, 2016, we had related party sales of $0 and $3,265, respectively, for the sale of Ammonia to OCI Fertilizer Trade & Supply B.V. We had no related party sales for the sale of Ammonia to OCI Fertilizer Trade & Supply B.V during the three and nine-months ended September 30, 2015. Accounts Receivable – related party includes amounts due from OCI Fertilizer Trade & Supply B.V. of $0 and $4,208 as of September 30, 2016 and December 31, 2015, respectively.

Other Transactions with Related Parties

Equity Commitment Agreement

On November 27, 2013, the Partnership entered into an intercompany equity commitment agreement with OCI USA (the “Intercompany Equity Commitment”). Under the terms of the Intercompany Equity Commitment, OCI USA shall make an equity contribution not to exceed $100,000 to the Partnership if (a) prior to the completion of the debottlenecking project, the Partnership or OCIB have liquidity needs for working capital or other needs and the restrictions under the Term Loan B Credit Facility or any other debt instrument prohibit the Partnership or OCIB from incurring sufficient additional debt to fund such liquidity needs; or (b) OCIB fails to comply with any of the financial covenants as of the last day of any fiscal quarter.

On November 10, 2014, pursuant to the Intercompany Equity Commitment, the Partnership received a capital contribution of $60,000 from OCIP Holding LLC (“OCIP Holding”), an indirect, wholly-owned subsidiary of OCI,to help finance the funding required to complete the debottlenecking project, and, in exchange, the Partnership issued 2,995,372 common units to OCIP Holding. The common units were issued pursuant to a contribution agreement, dated November 10, 2014, by and among the Partnership, OCIP Holding and OCI USA, at a price per common unit equal to $20.0309 (the volume-weighted average trading price of a common unit on the NYSE, calculated over the consecutive 20-trading day period ending on the close of trading on the trading day immediately prior to the issue date). Immediately following the issuance of common units to OCIP Holding on November 10, 2014, OCIP Holding held 65,995,372 common units in the Partnership, representing a 79.04% limited partner interest.

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OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

On April 17, 2015, the Partnership received a capital contribution of $60,000 from OCIP Holding to partially fund capital expenditures and other costs and expenses incurred in connection with the debottlenecking project, and, in exchange, the Partnership issued 3,502,218 common units to OCIP Holding. The capital contribution consisted of the remaining available $40,000 under the Intercompany Equity Commitment and an additional $20,000 cash contribution. The common units were issued pursuant to a contribution agreement, dated April 17, 2015, by and among the Partnership, OCIP Holding and OCI USA, at a price per common unit equal to $17.132 (the volume-weighted average trading price of a common unit on the NYSE, calculated over the consecutive 21-trading day period ending on the close of trading on the trading day immediately prior to the issue date). Immediately following the issuance of common units to OCIP Holding on April 17, 2015, OCIP Holding held 69,497,590 common units in the Partnership, representing a 79.88% limited partner interest. Due to the capital contributions by OCIP Holding on November 10, 2014 and April 17, 2015, and the completion of the debottlenecking project, OCI USA has no further obligation to make equity contributions to us under the Intercompany Equity Commitment.

Guarantee of Term Loan B Credit Facility and Revolving Credit Facility

The term loans under the Term Loan B Credit Facility and related fees and expenses are unconditionally guaranteed by OCIP and OCI USA and are each secured by pari passu senior secured liens on substantially all of OCIB’s and OCIP's assets, as well as the assets of certain future subsidiaries of OCIP (OCI USA does not provide any security in connection with its guarantee). The revolving loans and letters of credit under the Revolving Credit Facility and related fees and expenses, are unconditionally guaranteed by OCIP and are secured by pari passu senior secured liens on substantially all of OCIB’s and OCIP's assets, as well as the assets of certain future subsidiaries of OCIP .

Note 7 — Significant Customers

During the three and nine-month periods ended September 30, 2016 and 2015, the following customers accounted for 10% or more of the Partnership’s revenues:

Customer name	Three-Months Ended September 30, 2016		Three-Months Ended September 30, 2015
Methanex	37	%	29	%
Koch (1)	21	%	34	%
PCI Nitrogen, LLC (fka Rentech)	12	%	12	%

Customer name	Nine-Months Ended September 30, 2016		Nine-Months Ended September 30, 2015
Methanex	33	%	34	%
Koch (1)	25	%	26	%
PCI Nitrogen, LLC (fka Rentech)	15	%	19	%
Lucite International	8	%	11	%

(1) Figure presented includes sales to Koch Nitrogen International Sarl, Koch Fertilizer, LLC and Koch Methanol, LLC.

The loss of any one or more of the Partnership’s significant customers noted above may have a material adverse effect on the Partnership’s future results of operations.

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OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

Note 8 — Retention Bonus Plan

On November 29, 2013, the Board of Directors approved a retention bonus plan to reinforce and encourage the continued dedication of the employees of OCI GP LLC, our general partner, and its affiliates who provide services to the Partnership by providing a retention bonus opportunity. Each non-executive employee is eligible to receive up to two retention bonuses, pursuant to this plan. Each retention bonus equals three times the employee’s base monthly salary or wages in effect on the applicable retention bonus payment date. The first retention bonus of $2,190 was accrued during the year-ended December 31, 2014 and paid during January 2015, and the second retention bonus of $2,738 was accrued during the year-ended December 31, 2015 and paid during January 2016, in each case subject to the employee’s continued employment with our general partner and its affiliates and continued provision of services for the benefit of the Partnership through the applicable retention bonus payment date.

Note 9 — Fair Value

The Partnership’s receivables and payables are short-term in nature and, therefore, the carrying values approximate their respective values as of September 30, 2016. Debt accrues interest at a variable rate, and as such, the fair value approximates its carrying value as of September 30, 2016 and December 31, 2015.

Note 10 — Commitments, Contingencies and Legal Proceedings

In the ordinary course of business, we are, and will continue to be, involved in various claims and legal proceedings, some of which are covered in whole or in part by insurance. We may not be able to predict the timing or outcome of these or future claims and proceedings with certainty, and an unfavorable resolution of one or more of such matters could have a material adverse effect on our financial condition, results of operations or cash flows. Currently, we are not party to any legal proceedings that, individually or in the aggregate, are reasonably likely to have a material adverse effect on our financial condition, results of operations or cash flows.

The Partnership’s facilities could be subject to potential environmental liabilities primarily relating to contamination caused by current and/or former operations at those facilities. Some environmental laws could impose on the Partnership the entire costs of cleanup regardless of fault, legality of the original disposal or ownership of the disposal site. In some cases, the governmental entity with jurisdiction could seek an assessment for damage to the natural resources caused by contamination from those sites. The Partnership had no significant operating expenditures for environmental fines, penalties or government-imposed remedial or corrective actions during the three-months ended September 30, 2016 and September 30, 2015.

Note 11 — Earnings per Limited Partner Unit

The following table sets forth the computation of basic and diluted earnings per limited partner unit for the periods indicated:

	Three-Months Ended September 30,					Nine-Months Ended September 30,
	2016			2015		2016			2015
Net income (loss)	$	(11,697	)	$	23,143	$	(33,199	)	$	37,513
Basic and diluted weighted average number of limited partner units outstanding	86,997,590			86,997,590		86,997,590			85,624,926
Basic and diluted net income (loss) per limited partner unit	$	(0.13	)	$	0.27	$	(0.38	)	$	0.44

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OCI PARTNERS LP

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per unit data)

Note 12 — Distributions

The Partnership declared the following cash distributions to its unitholders of record for the periods presented: 

Period of Cash Distribution	Distribution Per Common Unit(1)		Total Cash Distribution		Date of Record	Date of Distribution
Fourth Quarter, ended December 31, 2014	$	0.33	$	27,553	March 26, 2015	April 10, 2015
First Quarter, ended March 31, 2015(2)	$	—	$	—	—	—
Second Quarter, ended June 30, 2015(3)	$	—	$	—	—	—
Third Quarter, ended September 30, 2015	$	0.41	$	35,669	November 30, 2015	December 17, 2015
Fourth Quarter, ended December 31, 2015	$	0.32	$	27,839	March 30, 2016	April 8, 2016
First Quarter, ended March 31, 2016	$	0.06	$	5,219	June 24, 2016	July 8, 2016
Second Quarter, ended June 30, 2016(4)	$	—	$	—	—	—
Third Quarter, ended September 30, 2016(5)	$	—	$	—	—	—

(1) Cash distributions for a quarter are declared and paid in the following quarter.

(2) No distribution was declared for the three-months ended March 31, 2015.

(3) No distribution was declared for the three-months ended June 30, 2015.

(4) No distribution was declared for the three-months ended June 30, 2016.

(5) No distribution was declared for the three-months ended September 30, 2016.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition, results of operations and cash flows in conjunction with our unaudited condensed consolidated financial statements and the related notes presented in this report as well as the consolidated financial statements and related notes, together with our discussion and analysis of financial condition and results of operations, included in our Annual Report on Form 10-K for the year ended December 31, 2015 (“Annual Report”).

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “will,” “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Our forward-looking statements include statements about our business strategy, our industry, our expected revenues, our future profitability, our expected capital expenditures (including for maintenance or expansion projects and environmental expenditures) and the impact of such expenditures on our performance, and the costs of operating as a publicly traded partnership. These statements involve known and unknown risks, uncertainties and other factors, including the factors described under Item 1A—“Risk Factors” in our Annual Report that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Such risks and uncertainties include, among other things:

• our ability to make cash distributions on our common units;

• the volatile nature of our business, our ability to remain profitable and the variable nature of our cash distributions;

• planned and unplanned downtime (including in connection with maintenance turnarounds), shutdowns (either temporary or permanent) or restarts of existing methanol and ammonia facilities, including, without limitation, the timing and length of planned maintenance outages;

• the ability of our general partner to modify or revoke our distribution policy at any time;

• our ability to forecast our future financial condition or results of operations and our future revenues and expenses;

• our reliance on a single facility for conducting our operations;

• intense competition from other methanol and ammonia producers, including announcements by other producers, including other OCI N.V. (“OCI”) affiliates, of their intentions to relocate, restart or construct methanol or ammonia plants in the Texas Gulf Coast region or elsewhere in the United States;

• risks relating to our relationships with OCI or its affiliates, including competition from Natgasoline LLC, which is building a new methanol plant in Beaumont, Texas;

• potential operating hazards from accidents, fire, severe weather, floods or other natural disasters;

• our lack of contracts that provide for minimum commitments from our customers;

• the cyclical nature of our business;

• expected demand for methanol, ammonia and their derivatives;

• expected methanol, ammonia and energy prices;

• anticipated methanol and ammonia production rates at our plant;

• our reliance on insurance policies that may not fully cover an accident or event that causes significant damage to our facility or causes extended business interruption;

• our reliance on natural gas delivered to us by our suppliers, including a subsidiary of Kinder Morgan Energy Partners, L.P. (“Kinder Morgan”) and Houston Pipe Line Company, LP (“Houston Pipe Line Company”), a subsidiary of Energy Transfer Partners, L.P.;

• expected levels, timing and availability of economically priced natural gas and other feedstock supplies to our plant;

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• expected operating costs, including natural gas and other feedstock costs and logistics costs;

• expected new methanol or ammonia supply or restart of idled plant capacity and timing for start-up of new or idled production facilities;

• our expected capital expenditures;

• the impact of regulatory developments on the demand for our products;

• global and regional economic activity (including industrial production levels);

• the dependence of our operations on a few third-party suppliers, including providers of transportation services and equipment;

• the risk associated with changes, or potential changes, in governmental policies affecting the agricultural industry;

• the hazardous nature of our products, potential liability for accidents involving our products that cause interruption to our business, severe damage to property or injury to the environment and human health and potential increased costs relating to the transport of our products;

• our potential inability to obtain or renew permits;

• existing and proposed environmental laws and regulations, including those relating to climate change, alternative energy or fuel sources, and the end-use and application of our products;

• new regulations concerning the transportation of hazardous chemicals, risks of terrorism and the security of chemical manufacturing facilities;

• our lack of asset and geographic diversification;

• our dependence on a limited number of significant customers;

• our ability to comply with employee safety laws and regulations;

• our potential inability to successfully implement our business strategies, including the completion of significant capital programs;

• additional risks, compliance costs and liabilities from expansions or acquisitions;

• our reliance on our senior management team;

• the potential shortage of skilled labor or loss of key personnel;

• our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital requirements and the repayment or refinancing of indebtedness;

• restrictions in our debt agreements, including those on our ability to distribute cash or conduct our business;

• potential increases in costs and distraction of management resulting from the requirements of being a publicly traded partnership;

• exemptions we rely on in connection with New York Stock Exchange ("NYSE") corporate governance requirements;

• control of our general partner by OCI;

• the conflicts of interest faced by our senior management team, which manages both our business and the businesses of various affiliates of our general partner;

• limitations on the fiduciary duties owed by our general partner to us and our limited partners under our partnership agreement;

• the impact of proposed regulations issued by the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury on our status as a partnership for U.S. federal income tax purposes; and

• changes in our treatment as a partnership for U.S. federal income or state tax purposes.

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You should not place undue reliance on our forward-looking statements. Although forward-looking statements reflect our good faith beliefs, forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.

OVERVIEW

We are a Delaware limited partnership formed in February 2013 whose focus is on the production, marketing and distribution of methanol and anhydrous ammonia. Our production facility is strategically located on the Texas Gulf Coast near Beaumont and commenced full operations during August 2012. Our facility has pipeline connections to adjacent customers, port access with dedicated methanol and ammonia import/export jetties, allowing us to ship both products along the Gulf Coast, and truck loading facilities for both methanol and ammonia.

We are currently one of the larger merchant methanol producers in the United States with an annual methanol production design capacity of approximately 912,500 metric tons and an annual ammonia production design capacity of approximately 331,000 metric tons. During 2015, we executed a debottlenecking project on our production facility that included a maintenance turnaround and environmental upgrades, which we collectively refer to as our “debottlenecking project.” This project increased our annual methanol production design capacity by 25% to approximately 912,500 metric tons and our annual ammonia production design capacity by 25% to approximately 331,000 metric tons. Actual daily production capacity will vary depending on operating conditions and other various factors.

Both methanol and ammonia are global commodities that are essential building blocks for numerous end-use products. Methanol is a liquid petrochemical that is used in a variety of industrial and energy-related applications. The primary use of methanol is to make other chemicals, with approximately 60% of global methanol demand being used to produce formaldehyde, acetic acid and a variety of other chemicals that form the foundation of a large number of chemical derivatives. These derivatives are used to produce a wide range of products, including adhesives for the lumber industry, plywood, particle board and laminates, resins to treat paper and plastic products, and also paint and varnish removers, solvents for the textile industry and polyester fibers for clothing and carpeting. Energy related applications consume the remaining 40% of methanol demand. In recent years, there has been a strong demand for methanol in energy applications such as gasoline blending, biodiesel and as a feedstock in the production of dimethyl ether (“DME”) and Methyl tertiary-butyl ether (“MTBE”), particularly in China. Methanol blending in gasoline is currently not permitted in the United States. Ammonia, produced in anhydrous form (containing no water) from the reaction of nitrogen and hydrogen, constitutes the base feedstock for nearly all of the world’s nitrogen chemical production. In the United States, ammonia is primarily used as a feedstock to produce nitrogen fertilizers, such as urea and ammonium sulfate, and is also directly applied to soil as a fertilizer. In addition, ammonia is widely used in industrial applications, particularly in the Texas Gulf Coast market, including in the production of plastics, synthetic fibers, resins and numerous other chemical derivatives.

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Our Debottlenecking Project

As a means of maximizing our production efficiencies and reducing our energy consumption, we executed a debottlenecking project on our production facility that included a maintenance turnaround and environmental upgrades. This project increased our annual methanol production design capacity by 25% to approximately 912,500 metric tons and our annual ammonia production design capacity by 25% to approximately 331,000 metric tons. The total cost of the debottlenecking project (including costs associated with a turnaround and environmental upgrades) was approximately $384.0 million (excluding capitalized interest).

As part of our debottlenecking project, we completed the following:

• installed a selective catalytic reduction unit;

• replaced reformer tubes, which will result in increased synthesis gas production;

• installed a pre-reformer;

• installed a saturator;

• installed an additional flare;

• modified the synthesis gas compressor and steam turbine to handle the increased volume of synthesis gas;

• modified the convection section and the heat exchangers;

• replaced refractories;

• increased the capacity of the synthesis gas compressor and the refrigeration compressor on our ammonia production unit and replaced several heat exchangers and vessels to handle the higher volume; and

• replaced and/or refurbished equipment that caused unplanned downtime.

Our depreciation expense has increased from the additional assets placed into service from our debottlenecking project. In addition, our production volumes and cost of goods sold are greater in subsequent periods following the completion of the debottlenecking project than in prior periods. Thus, our results of operations for periods prior to and after the completion of our debottlenecking project may not be comparable.

Key Industry Factors

Supply and Demand

Revenues and cash flow from operations are significantly affected by methanol and ammonia prices. The price at which we ultimately sell our methanol and ammonia depends on numerous factors, including the global supply and demand for methanol and ammonia.

Methanol. The primary use of methanol is to make other chemicals, with approximately 60% of global methanol demand being used to produce formaldehyde, acetic acid and a variety of other chemicals that form the foundation of a large number of chemical derivatives. These derivatives are used to produce a wide range of products, including adhesives for the lumber industry, plywood, particle board and laminates, resins to treat paper and plastic products, paint and varnish removers, solvents for the textile industry and polyester fibers for clothing and carpeting.

Energy-related applications consume the remaining 40% of global methanol demand. In recent years, there has been a strong demand for methanol in energy applications such as gasoline blending, biodiesel and as a feedstock in the production of DME and MTBE, particularly in China. Methanol blending in gasoline is currently not permitted in the United States.

Historically, demand for methanol in chemical derivatives has been closely correlated to levels of global economic activity, energy prices and industrial production. Because methanol derivatives are used extensively in the building industry, demand for these derivatives rises and falls with building and construction cycles, as well as the level of production of wood products, housing starts, refurbishments and related customer spending. Demand for methanol is also affected by automobile production, durable goods production, industrial investment and environmental and health trends. Methanol is predominately produced from natural gas, but is also produced from coal, particularly in China. Lower natural gas prices and improving economic conditions have resulted in an increase in methanol supply in the United States.

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Ammonia. The fertilizer industry is the major end-user of ammonia, with approximately 80% used for the production of various fertilizers or, to a much lesser extent, for direct application into the ground. Ammonia is also used to produce various industrial products including blasting/mining compounds (ammonium nitrate); fibers and plastics (acrylonitrile, caprolactam and other nylon intermediates, isocyanates and other urethane intermediates, amino resins); and NOx emission reducing agents (ammonia, urea) among others. While these non-fertilizer applications only account for approximately 20% of global ammonia demand, this sector plays a much more significant role in demand for imported ammonia, accounting for more than one-third of global trade in ammonia.

In the United States, there is a meaningful correlation between demand for nitrogen fertilizer products and crop prices. Demand for fertilizers is affected by the aggregate crop planting decisions and fertilizer application rate decisions of individual farmers. Individual farmers make planting decisions based largely on the prospective profitability of a harvest, while the specific varieties and amounts of fertilizer they apply depend on many factors, including crop prices, their current liquidity, soil conditions, weather patterns and the types of crops planted. High crop prices incentivize farmers to increase fertilizer application in order to maximize crop yields. Thus, high crop prices tend to buoy fertilizer demand, resulting in higher demand for ammonia. In addition, the industry typically experiences seasonal fluctuations in demand, because farmers tend to apply nitrogen fertilizer during two short periods, one in the spring and the other in the fall.

Natural Gas Prices

Natural gas is the primary feedstock for our production of methanol and ammonia. Operating at full capacity, our methanol and ammonia production units together require approximately 110,000 to 120,000 MMBtu per day of natural gas, as of September 30, 2016. Accordingly, our profitability depends in large part on the cost of our natural gas feedstock, which approached ten-year lows at the beginning of 2015.

For the three-months ended September 30, 2016, natural gas feedstock costs represented approximately 60% of our cost of goods sold (exclusive of depreciation) and cost of goods sold (exclusive of depreciation) – related party (“Total Cost of Goods Sold (exclusive of depreciation)”) as compared to 55% during the three-months ended September 30, 2015. During the three-months ended September 30, 2016, we spent approximately $29.0 million on natural gas feedstock supplies, which equaled an average cost per MMBtu of approximately $2.88, as compared to approximately $28.8 million on natural gas feedstock supplies, and an average cost per MMBtu of approximately $2.88 during the three-months ended September 30, 2015.

For the nine-months ended September 30, 2016, natural gas feedstock costs represented approximately 51% of our Total Cost of Goods Sold (exclusive of depreciation) as compared to 48% during the nine-months ended September 30, 2015. During the nine-months ended September 30, 2016, we spent approximately $68 million on natural gas feedstock supplies, which equaled an average cost per MMBtu of approximately $2.40, as compared to approximately $59 million on natural gas feedstock supplies, and an average cost per MMBtu of approximately $2.91 during the nine-months ended September 30, 2015.

We have connections to one major interstate and three major intrastate natural gas pipelines that provide us access to significantly more natural gas supply than our facility requires and flexibility in sourcing our natural gas feedstock. We currently source natural gas from Kinder Morgan and Houston Pipe Line Company. In addition, our facility is connected to a natural gas pipeline owned by Florida Gas Transmission Company, LLC ("Florida Gas Transmission"). We believe that we have ready access to an abundant supply of natural gas for the foreseeable future due to our location and connectivity to major natural gas pipelines.

According to the Short-term Energy Outlook published by the Energy Information Administration (the "EIA") in October 2016, the Henry Hub natural gas spot price are forecast to average $3.04 MMBtu during the fourth quarter of 2016 and $3.07 MMBtu in 2017. The EIA projects that U.S. total natural gas consumption will increase 1.6% in 2016 and 1.0% in 2017. The growth is largely driven by demand in the industrial sectors as new projects in the fertilizer and chemical sectors come online. During the same time period, U.S. natural gas production is expected to decrease by approximately 1.6% in 2016 and increase by approximately 4.8% in 2017. As natural gas is the feedstock for the majority of global methanol and ammonia production, having a low cost natural gas feedstock is a significant competitive advantage for U.S. producers.

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Key Operational Factors

Product Sales Contracts

We are party to methanol sales contracts with several customers, including but not limited to Methanex Methanol Company LLC ("Methanex") and Koch Methanol LLC. Our customers have no minimum volume purchase obligations under these contracts, may determine not to purchase any more methanol from us at any time and may purchase methanol from other suppliers. Consistent with industry practice, our methanol sales contracts set our pricing terms to reflect a specified discount to a published monthly benchmark methanol price (Argus or Southern Chemical), and our methanol is sold on an FOB basis when transported by barge, pipeline, and our methanol truck loading facility. The payment terms under our methanol sales contacts are net 25-30 days. For the nine-months ended September 30, 2016, methanol sales contracts with Methanex and Koch Methanol LLC accounted for approximately 33% and 17%, respectively, of our revenues and revenues – related party (“Total Revenues”).

We are party to ammonia sales contracts with several customers, including but not limited to PCI Nitrogen, LLC (formally known as Rentech) and Lucite. Our customers have no minimum volume purchase obligations under these contracts, may determine not to purchase any more ammonia from us at any time and may purchase ammonia from other suppliers. Consistent with industry practice, these contracts set our pricing terms to reflect a specified discount to a published monthly benchmark ammonia price (CFR Tampa), and our ammonia is sold on an FOB basis when transported by barge, pipeline, and our ammonia truck loading facility. The payment terms under our ammonia sales contacts are net 30 days. For the nine-months ended September 30, 2016, ammonia sales contracts with PCI Nitrogen, LLC accounted for approximately 15% of our Total Revenues.

During the nine-months ended September 30, 2016, we delivered approximately 55% of our total sales by barge, 38% of our total sales by pipeline, 4% of our total sales through our methanol truck loading facility, and approximately 3% of our sales through our ammonia truck loading facility.

Facility Reliability

The amount of revenue we generate primarily depends on the sales and production volumes of methanol and ammonia. These volumes are primarily affected by the capacity utilization rates of our production units, which is the total production volume for a production unit for a given period divided by the production capacity of that production unit. Production capacity is determined by the product of the daily design capacity for a production unit and the number of days during a period, excluding planned downtime. Maintaining consistent, safe and reliable operations at our facility are critical to our financial performance and results of operations. Efficient production of methanol and ammonia requires reliable and stable operations at our facility due to the high costs associated with planned and unplanned downtime, which may result in lost margin opportunity, increased maintenance expense and a temporary decrease in working capital investment and related inventory position. As of September 30, 2016, we estimate for each day of unplanned downtime our lost opportunity cost to be approximately $250,000 to $350,000 per day. This estimate does not include the additional repair and maintenance costs associated with unplanned downtime.

We expect to perform maintenance turnarounds approximately every four years, which will typically last approximately four weeks and cost approximately $24.0 million per turnaround. We will perform significant maintenance capital projects at our facility during a turnaround to minimize disruption to our operations and to maintain or improve reliability. We executed a turnaround as part of our debottlenecking project which was completed in April 2015. We expect that the next turnaround will occur in 2019.

Potential Impact of Proposed IRS Regulations Regarding Qualifying Income

In order to maintain our status as a partnership for U.S. federal income tax purposes, 90% or more of our gross income in each tax year must be “qualifying income” under Section 7704 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). If less than 90% of our gross income is qualifying income in any tax year, then we would be treated as a corporation for U.S. federal income tax purposes for such tax year and all subsequent tax years.

Prior to our initial public offering, we requested and received a favorable private letter ruling from the IRS to the effect that the income derived from processing and marketing gasoline, liquefied petroleum gas, methanol and synthesis gas produced through the processing of natural gas would constitute qualifying income.

On May 6, 2015, the IRS and the U.S. Department of the Treasury published proposed regulations that provide industry-specific guidance regarding whether income earned from certain activities will constitute qualifying income. In the event that an activity does not satisfy the standards set forth, the proposed regulations provide a ten-year transition period for publicly

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traded partnerships, like us, that have received a private letter ruling from the IRS concluding that the income earned from such activity is qualifying income.

If these proposed regulations become final in their currently proposed form, the regulations would make it difficult or impossible for our income derived from the production and marketing of methanol and synthesis gas to constitute qualifying income following the expiration of the ten-year transition period, which would commence on the date such regulations are published as final regulations.  

The IRS and the U.S. Department of the Treasury requested comments from industry participants regarding the standards set forth in these proposed regulations. We submitted comments on the proposed regulations on August 4, 2015 and testified before the IRS and the U.S. Department of the Treasury at a public hearing on the proposed regulations held on October 27, 2015. In the event that we do not satisfy the standards set forth in the regulations, if and when such regulations become final, and assuming such final regulations provide for the currently proposed ten-year transition period, we may continue to rely on our private letter ruling during the ten-year transition period, which will allow us to maintain our treatment as a partnership for U.S. federal income tax purposes and to continue to execute our business strategy. In order to maintain our partnership status following the expiration of any transition period, we will likely need to establish a new corporate subsidiary to own and operate our methanol business, which subsidiary will be subject to entity level taxation at the maximum federal income tax rate applicable to corporations. The taxation of such corporate subsidiary could materially reduce the earnings we derive from our methanol business and our ability to make cash distributions to our unitholders. If we are unable to own and operate our methanol business through a corporate subsidiary, we may be unable to maintain our status as a partnership for U.S. federal income tax purposes with our existing businesses, and all of our income would become subject to entity level taxation at the maximum U.S. federal income tax rate applicable to corporations. Our loss of partnership status for U.S. federal income tax purposes would materially reduce our distributable cash flow and our ability to make distributions to our unitholders. We will continue to evaluate ways to mitigate the impact of the proposed regulations on our business and partnership status.

How We Evaluate Our Operations

Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our results of operations and profitability and include capacity utilization and EBITDA (as defined below). We view these metrics as important factors in evaluating our profitability and frequently review these measurements to analyze trends and make decisions.

Capacity Utilization

During the three-months ended September 30, 2016, our ammonia and methanol production units were both in operation for 91 days. During the three-months ended September 30, 2016, the ammonia and methanol production unit experienced 14.5 hours and 18 hours, respectively, of unplanned downtime due to severe thunderstorms and lightning strikes that tripped both plants. During the three-months ended September 30, 2015 our ammonia and methanol production units were in operation for 80 days and 91 days, respectively. During the three-months ended September 30, 2015, our ammonia and methanol production units were shut down for 12 days and 1 day, respectively, due to an internal failure in the steam turbine.

We produced approximately 85,480 metric tons of ammonia and approximately 220,791 metric tons of methanol during the three-months ended September 30, 2016, representing capacity utilization rates of 102% and 96% for the ammonia and methanol production units, respectively, as compared to production of approximately 72,960 metric tons of ammonia and 226,057 metric tons of methanol during the three-months ended September 30, 2015, representing capacity utilization rates of 87% and 98% for the ammonia and methanol production units, respectively.

During the nine-months ended September 30, 2016, our ammonia and methanol production units were in operation for 268 days and 257 days, respectively. During the first quarter of 2016, we experienced only 6 hours of downtime in the ammonia production unit. During the second quarter of 2016, we experienced an underground cooling water line leakage which caused unplanned downtime of approximately 5 days in the ammonia production unit and approximately 8.5 days in the methanol production unit. We also took our methanol production unit off-line for approximately 8.5 days during the second quarter of 2016 in order to make repairs to our reformer. The remaining downtime for both production units occurred during the third quarter of 2016, as explained above. During the nine-months ended September 30, 2015 our ammonia and methanol production units were in operation for 186 days and 189 days, respectively. During the nine-months ended September 30, 2015, our ammonia and methanol production units were shut down for 71 and 82 days, respectively, in order to complete the debottlenecking project.

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We produced approximately 248,854 metric tons of ammonia and approximately 619,974 metric tons of methanol during the nine-months ended September 30, 2016, representing capacity utilization rates of 100% and 91% for the ammonia and methanol production units, respectively, as compared to production of approximately 156,784 metric tons of ammonia and 440,684 metric tons of methanol during the nine-months ended September 30, 2015, representing capacity utilization rates of 88% and 95% for the ammonia and methanol production units, respectively (excluding planned downtime associated with the debottlenecking project). During the nine-months ended September 30, 2015, our ammonia and methanol production units were shut down for 71 and 82 days, respectively, in order to complete the debottlenecking project.

EBITDA

EBITDA is defined as net income (loss) plus (i) interest expense and other financing costs (ii) income tax expense and (iii) depreciation expense. EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors and commercial banks, to assess:

• the financial performance of our assets without regard to financing methods, capital structure or historical cost basis; and

• our operating performance and return on invested capital compared to those of other publicly traded partnerships, without regard to financing methods and capital structure.

EBITDA should not be considered as an alternative to net income, operating income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). EBITDA may have material limitations as a performance measure because it excludes items that are necessary elements of our costs and operations. In addition, EBITDA presented by other companies may not be comparable to our presentation because each company may define EBITDA differently.

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SELECTED FINANCIAL DATA

The following table includes selected summary financial data for the three and nine-months ended September 30, 2016 and 2015. The data below should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this report. The data below is in thousands, except for per unit data, product pricing, $ per MMBtu and capacity utilization rates.

	Three-Months Ended September 30,					Nine-Months Ended September 30,
	2016			2015		2016			2015
	(in thousands)					(in thousands)
Net income (loss)	$	(11,697	)	$	23,143	$	(33,199	)	$	37,513
Add:
Interest expense	10,104			7,278		28,869			11,569
Interest expense – related party	143			51		245			152
Income tax expense	556			353		589			646
Depreciation expense	15,253			15,547		46,144			34,279
EBITDA	$	14,359		$	46,372	$	42,648		$	84,159

	Production (in tons)		Capacity Utilization Rate 1(%)				Price of Natural Gas 2 ($ per MMBtu)
	Three Months Ended September 30,
	2016	2015	2016		2015		2016		2015
Ammonia	85,480	72,960	102	%	87	%	$	2.88	$	2.88
Methanol	220,791	226,057	96	%	98	%	$	2.88	$	2.88
	Nine-Months Ended September 30,
	2016	2015	2016		2015		2016		2015
Ammonia	248,854	156,784	100	%	88	%	$	2.40	$	2.91
Methanol	619,974	440,684	91	%	95	%	$	2.40	$	2.91

(1) Calculated by total production volumes for a production unit for a given period, divided by the production capacity of that production unit. Production capacity is determined by the product of the daily design capacity for a production unit and the number of days during a period, excluding planned downtime.

(2) Average purchase price of natural gas ($ per MMBtu) which is the Houston Ship Channel price plus a delivery fee, for a given period

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THE RESULTS OF OPERATIONS FOR THE THREE-MONTHS ENDED SEPTEMBER 30, 2016 COMPARED TO THE THREE-MONTHS ENDED SEPTEMBER 30, 2015:

Revenues

	For the Three-Months Ended September 30,
	2016		2015
	(in thousands)
Total revenues	$	66,076	$	103,683

	For the Three-Months Ended September 30, 2016			For the Three-Months Ended September 30, 2015
	Metric Tons	Revenue		Metric Tons	Revenue
	(in thousands)			(in thousands)
Revenues:
Ammonia	81.3	$	19,071	73.3	$	30,614
Methanol	219.6	47,004		221.6	73,067
Other	—	1		—	2
Total	300.9	$	66,076	294.9	$	103,683

Our Total Revenues were approximately $66.1 million for the three-months ended September 30, 2016 compared to approximately $103.7 million for the three-months ended September 30, 2015. Our methanol revenues were approximately $47.0 million for the three-months ended September 30, 2016 compared to approximately $73.1 million for the three-months ended September 30, 2015, which represents a decrease of 36%. The decrease in methanol revenue is due to the corresponding decrease in methanol sales prices. Our ammonia revenues were approximately $19.1 million for the three-months ended September 30, 2016 compared to approximately $30.6 million for the three-months ended September 30, 2015, which represents a decrease of 38%. The decrease in ammonia revenue is due to the corresponding decrease in ammonia sales prices.

We sold approximately 219,591 metric tons of methanol during the three-months ended September 30, 2016 compared to approximately 221,607 metric tons of methanol during the three-months ended September 30, 2015, which represents a decrease in sales volumes of 1%. The average sales prices per metric ton for methanol during the three-months ended September 30, 2016 was $214 per metric ton compared to $330 per metric ton for the three-months ended September 30, 2015, which represents a decrease of 35%. The decrease in price is due to an increase in global supply, from the commissioning of new methanol capacity additions in North America and increases in global production utilization rates, which have outpaced demand growth. Sales of methanol comprised approximately 71.1% of our Total Revenues for the three-months ended September 30, 2016 compared to 70.5% of our Total Revenues for the three-months ended September 30, 2015.

Set forth below is a table showing average methanol sales prices per metric ton, per quarter for the previous seven fiscal quarters.

	Average Methanol Sales Prices
	2016		2015
For the Three-Months Ended:
March 31	$	189	$	366
June 30	$	192	$	362
September 30	$	214	$	330
December 31	—		$	282

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We sold approximately 81,343 metric tons of ammonia during the three-months ended September 30, 2016 compared to approximately 73,303 metric tons of ammonia during the three-months ended September 30, 2015, which represents an increase in sales volumes of 11%. The average sales prices per metric ton for ammonia during the three-months ended September 30, 2016 was $235 per metric ton compared to $418 per metric ton for the three-months ended September 30, 2015, which represents a decrease of 44%. The price decrease is attributed to global supply and demand variations. Sales of ammonia comprised approximately 28.9% of our Total Revenues for the three-months ended September 30, 2016 compared to 29.5% of our Total Revenues for the three-months ended September 30, 2015.

Set forth below is a table showing average ammonia sales prices per metric ton, per quarter for the previous seven fiscal quarters.

	Average Ammonia Sales Prices
	2016		2015
For the Three-Months Ended:
March 31	$	295	$	509
June 30	$	301	$	447
September 30	$	235	$	418
December 31	—		$	378

Cost of Sales (exclusive of depreciation)

	For the Three-Months Ended September 30, 2016				For the Three-Months Ended September 30, 2015
	$ in thousands		% of Total		$ in thousands		% of Total
Natural Gas	$	29,030	60.2	%	$	28,763	55.2	%
Hydrogen	$	5,787	12.0		$	5,136	9.9
Nitrogen	$	2,463	5.1		$	2,336	4.5
Maintenance	$	4,176	8.7		$	7,870	15.1
Labor	$	3,767	7.8		$	4,275	8.2
Other	$	3,027	6.2		$	3,729	7.1
Total	$	48,250	100	%	$	52,109	100	%

Total Cost of Goods Sold (exclusive of depreciation) was approximately $48.3 million and 73% of Total Revenue for the three-months ended September 30, 2016, as compared to Total Cost of Goods Sold (exclusive of depreciation) of approximately $52.1 million and 50% of Total Revenue for the three-months ended September 30, 2015. The increase in Total Cost of Goods Sold (exclusive of depreciation) as a percentage of revenues was primarily due to the decrease in Total Revenue. Our Total Revenues decreased by 36% for the three-months ended September 30, 2016 as compared to the three-months ended September 30, 2015 due to the decline in both methanol and ammonia average realized sales prices.

For the three-months ended September 30, 2016, natural gas feedstock costs represented approximately 60.2% of our Total Cost of Goods Sold (exclusive of depreciation) as compared to 55.2% during the three-months ended September 30, 2015. Our purchase price of natural gas was $2.88 per MMBtu for both the three-months ended September 30, 2016 and 2015.

33

Set forth below is a table showing our purchase price for natural gas per MMBtu, per quarter for the previous seven fiscal quarters.

	Natural Gas Purchase Prices
	2016		2015
For the Three-Months Ended:
March 31	$	2.13	$	3.15
June 30	$	2.13	$	2.87
September 30	$	2.88	$	2.88
December 31	—		$	2.32

Depreciation Expense

Depreciation expense was approximately $15.3 million for the three-months ended September 30, 2016 compared to approximately $15.5 million for the three-months ended September 30, 2015, which represents a decrease of 1%.

Selling, General and Administrative Expense

Our selling, general and administrative expenses were approximately $2.4 million for the three-months ended September 30, 2016 compared to approximately $4.3 million for the three-months ended September 30, 2015, which represents a decrease of 44%. The decrease in selling, general and administrative expenses was primarily due to an update in our 2016 property tax estimate and a decrease in our insurance expense.

Our selling, general and administrative expenses – related party were approximately $1.1 million for the three-months ended September 30, 2016 compared to approximately $0.9 million for the three-months ended September 30, 2015, which represents an increase of 22%. The increase in selling, general and administrative expenses – related party was primarily due to an increase in costs incurred under the Omnibus Agreement in connection with reimbursement of providing selling, general and administrative services and management and operating services to manage and operate the business and affairs of the Partnership. Please read note 6 – Related Party Transactions to the unaudited condensed consolidated financial statements included in this report for additional information on the Omnibus Agreement.

Interest Expense

Interest expense was approximately $10.1 million for the three-months ended September 30, 2016 compared to $7.3 million for the three-months ended September 30, 2015. During the three-months ended September 30, 2016, interest expense was higher than the comparable period as a result of increased borrowings and amendments to our Term Loan B Credit Facility that resulted in higher interest rates. During the three-months ended September 30, 2015, we capitalized $197,000 of interest expense due to the accumulated expenditures related to the debottlenecking project. Capitalized interest costs are determined by applying a weighted average interest rate paid on borrowings to the average amount of accumulated capital expenditures in the period. No interest expense was capitalized during 2016.

Interest expense–related party was approximately $143,000 for the three-months ended September 30, 2016 compared to $51,000 for the three-months ended September 30, 2015. Interest expense–related party relates to interest expense and a commitment fee on the unused portion of our Intercompany Revolving Facility owed to OCI USA Inc. OCI USA Inc. ("OCI USA") is an indirect, wholly-owned subsidiary of OCI.

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THE RESULTS OF OPERATIONS FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2016 COMPARED TO THE NINE-MONTHS ENDED SEPTEMBER 30, 2015:

Revenues

	For the Nine-Months Ended September 30,
	2016		2015
	(in thousands)
Total revenues	$	192,295	$	220,996

	For the Nine-Months Ended September 30, 2016			For the Nine-Months Ended September 30, 2015
	Metric Tons	Revenue		Metric Tons	Revenue
	(in thousands)			(in thousands)
Revenues:
Ammonia	247.9	$	68,652	157.9	$	70,621
Methanol	621.8	$	123,628	433.5	$	150,033
Other	—	$	15	—	$	342
Total	869.7	$	192,295	591.4	$	220,996

Our Total Revenues were approximately $192.3 million for the nine-months ended September 30, 2016 compared to approximately $221.0 million for the nine-months ended September 30, 2015. Our methanol revenues were approximately $123.6 million for the nine-months ended September 30, 2016 compared to approximately $150.0 million for the nine-months ended September 30, 2015, which represents a decrease of 18%.The decrease in methanol revenue is due to the corresponding decrease in methanol sales prices, partially offset by an increase in methanol sales volumes. Our ammonia revenues were approximately $68.7 million for the nine-months ended September 30, 2016 compared to approximately $70.6 million for the nine-months ended September 30, 2015, which represents a decrease of 3%. The decrease in ammonia revenue is due to the corresponding decrease in ammonia sales prices, partially offset by an increase in ammonia sales volumes.

We sold approximately 621,805 metric tons of methanol during the nine-months ended September 30, 2016 compared to 433,510 metric tons of methanol for the nine-months ended September 30, 2015, which represents an increase in sales volumes of 43%. The increase in sales volumes are due to the corresponding increase in production volumes, due to the capacity increase from our debottlenecking project. In addition, our methanol production unit was shut down for 82 days during the nine-months ended September 30, 2015, in order to complete the debottlenecking project. The average sales prices per metric ton for methanol during the nine-months ended September 30, 2016 was $199 per metric ton compared to $346 per metric ton for the nine-months ended September 30, 2015, which represents a decrease of 42%. The decrease in price is due to an increase in global supply, from the commissioning of new methanol capacity additions in North America and increases in global production utilization rates, which have outpaced demand growth. Sales of methanol comprised approximately 64.3% of our Total Revenues for the nine-months ended September 30, 2016 compared to 67.9% of our Total Revenues for the nine-months ended September 30, 2015.

Set forth below is a table showing average methanol sales prices per metric ton, per quarter for the previous seven fiscal quarters.

	Average Methanol Sales Prices
	2016		2015
For the Three-Months Ended:
March 31	$	189	$	366
June 30	$	192	$	362
September 30	$	214	$	330
December 31	—		$	282

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We sold approximately 247,915 metric tons of ammonia during the nine-months ended September 30, 2016 compared to approximately 157,875 metric tons of ammonia during the nine-months ended September 30, 2015, which represents an increase in sales volumes of 57%. The increase in sales volumes are due to the corresponding increase in production volumes, due to the capacity increase from our debottlenecking project. In addition, our ammonia production unit was shut down for 71 days during the nine-months ended September 30, 2015, in order to complete the debottlenecking project. The average sales prices per metric ton for ammonia during the nine-months ended September 30, 2016 was $277 per metric ton compared to $447 per metric ton for the nine-months ended September 30, 2015, which represents a decrease of 38%. The price decrease is attributed to global supply and demand variations. Sales of ammonia comprised approximately 35.7% of our Total Revenues for the nine-months ended September 30, 2016 compared to 32.0% of our Total Revenues for the nine-months ended September 30, 2015.

Set forth below is a table showing average ammonia sales prices per metric ton, per quarter for the previous seven fiscal quarters.

	Average Ammonia Sales Prices
	2016		2015
For the Three-Months Ended:
March 31	$	295	$	509
June 30	$	301	$	447
September 30	$	235	$	418
December 31	—		$	378

Cost of Sales (exclusive of depreciation)

	For the Nine-Months Ended September 30, 2016				For the Nine-Months Ended September 30, 2015
	$ in thousands		% of Total		$ in thousands		% of Total
Natural Gas	$	68,156	51.3	%	$	58,985	48.4	%
Hydrogen	$	16,099	12.1		$	13,985	11.5
Nitrogen	$	8,104	6.1		$	5,111	4.2
Maintenance	$	13,972	10.5		$	16,854	13.9
Labor	$	12,350	9.3		$	14,158	11.6
Other	$	14,162	10.7		$	12,695	10.4
Total	$	132,843	100	%	$	121,788	100	%

Total Cost of Goods Sold (exclusive of depreciation) was approximately $132.8 million and 69% of Total Revenue for the nine-months ended September 30, 2016 compared to Total Cost of Goods Sold (exclusive of depreciation) of approximately $121.8 million and 55% of Total Revenue for the nine-months ended September 30, 2015. The increase in Total Cost of Goods Sold (exclusive of depreciation) as a percentage of revenues was primarily due to an increase in the volume of natural gas feedstock purchased. During the nine-months ended September 30, 2016 we purchased 40% more natural gas feedstock as compared to the nine-months ended September 30, 2015 due to the corresponding increase in production volumes, due to the capacity increases from our debottlenecking project.

For the nine-months ended September 30, 2016, natural gas feedstock costs represented approximately 51.3% of our Total Cost of Goods Sold (exclusive of depreciation) as compared to 48.4% during the nine-months ended September 30, 2015. Our purchase price of natural gas was $2.40 per MMBtu for the nine-months ended September 30, 2016 as compared to $2.92 per MMBtu for the nine-months ended September 30, 2015.

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Depreciation Expense

Depreciation expense was approximately $46.1 million for the nine-months ended September 30, 2016 compared to approximately $34.3 million for the nine-months ended September 30, 2015, which represents an increase of 34%. This increase was due to the assets placed into service during 2015 due to the completion of the debottlenecking project.

Selling, General and Administrative Expense

Our selling, general and administrative expenses were approximately $12.6 million for the nine-months ended September 30, 2016 as compared to approximately $11.8 million for the nine-months ended September 30, 2015, which represents an increase of 7%. The increase in selling, general and administrative expenses was primarily due to an increase in legal and professional fees and property tax expenses.

Our selling, general and administrative expenses – related party were approximately $3.7 million for the nine-months ended September 30, 2016 as compared to approximately $3.4 million for the nine-months ended September 30, 2015, which represents an increase of 9%. The increase in selling, general and administrative expenses – related party was primarily due to an increase in costs incurred under the Omnibus Agreement in connection with reimbursement of providing selling, general and administrative services and management and operating services to manage and operate the business and affairs of the Partnership. Please read note 6 – Related Party Transactions to the unaudited condensed consolidated financial statements included in this report for additional information on the Omnibus Agreement.

Interest Expense

Interest expense was approximately $28.9 million for the nine-months ended September 30, 2016 compared to $11.6 million for the nine-months ended September 30, 2015. During the nine-months ended September 30, 2016, interest expense was higher than the comparable period as a result of increased borrowings and amendments to our Term Loan B Credit Facility that resulted in higher interest rates. During the nine-months ended September 30, 2015, we capitalized $8.6 million of interest expense due to the accumulated expenditures related to the debottlenecking project. Capitalized interest costs are determined by applying a weighted average interest rate paid on borrowings to the average amount of accumulated capital expenditures in the period. No interest expense was capitalized during 2016.

Interest expense–related party was approximately $245,000 for the nine-months ended September 30, 2016 compared to $152,000 for the nine-months ended September 30, 2015. Interest expense–related party relates to the interest expense and a commitment fee on the unused portion of our Intercompany Revolving Facility owed to OCI USA.

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LIQUIDITY AND CAPITAL RESOURCES

Our principal liquidity requirements are to finance current operations, pay distributions to our partners, fund capital expenditures and service our debt. We believe that our current and expected sources of liquidity will be adequate to fund these operating needs and capital expenditures for the next 12 months. Our sources of liquidity include cash flow from operations, cash on hand, the Revolving Credit Facility, the Intercompany Revolving Facility and the Intercompany Term Facility described below. However, our future capital expenditures and other cash requirements could be higher than we currently anticipate as a result of various factors. Additionally, our ability to generate sufficient cash from our operating activities depends on our future performance, which is subject to general economic, political, financial, competitive and other factors outside our control.

In the past, we have received waivers for, or entered into amendments to our Term Loan B Credit Facility and Revolving Credit Facility to address, certain noncompliance of financial and other covenants. Due primarily to decreases in average sales prices, management believes we may not be in compliance with certain covenants as of December 31, 2016 and thereafter. We expect to explore multiple options to prevent or remediate such noncompliance, including refinancing the credit facilities and/or seeking waivers or amendments to the credit facilities. However, there is no assurance that we will be able to execute such prevention or remedial actions. If we are unable to execute the appropriate prevention or remedial actions, such noncompliance could result in an event of default under our credit facilities. Upon a default, our lenders would have all remedies available to a secured lender and could elect to terminate their commitments, cease making further loans, cause their loans to become immediately due and payable in full, institute foreclosure proceedings against us or our assets and force us and our subsidiary into bankruptcy or liquidation.

Depending on the needs of our business, we may for time to time seek to issue additional common units, incur additional debt, modify the terms of our existing debt, or otherwise refinance our existing debt. There can be no assurance that we will be able to do any of the foregoing on terms acceptable to us or at all.

Distributions

Under our current cash distribution policy, we intend to distribute 100% of the cash available for distribution that we generate each quarter. Cash available for distribution for each quarter will be determined by the board of directors of our general partner following the end of such quarter. Cash available for distribution is generally equal to EBITDA reduced for cash needed for (i) debt service requirements, (ii) maintenance and expansion capital expenditures which is composed of (a) capital expenditures and (b) reserves for scheduled turnaround expenses, (iii) reserves for future operating or capital needs that the board of directors of our general partner deems necessary or appropriate, if any, (iv) taxes and (v) rounding for distributions which reflects the positive or negative adjustment necessary to eliminate any fraction of a cent per unit on our declared cash distributions. We do not intend to maintain excess distribution coverage for the purpose of maintaining stability or growth in our quarterly distributions or otherwise to reserve cash for distributions, nor do we intend to incur debt to pay quarterly distributions. As such, cash available for distribution for each quarter will be determined by the board of directors of our general partner following the end of such quarter. Cash available for distribution is not a recognized term under GAAP. Cash available for distribution should not be considered in isolation or as an alternative to net income or operating income, as a measure of operating performance. In addition, cash available for distribution is not presented as, and should not be considered an alternative to, cash flows from operations or as a measure of liquidity. Cash available for distribution as reported by the Partnership may not be comparable to similarly titled measures of other entities, thereby limiting its usefulness as a comparative measure. The below table provides a reconciliation of EBITDA and cash available for distribution to net income, the most directly comparable GAAP financial measure, for each of the periods indicated.

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	Three-Months Ended September 30, 2016
	(in millions, except per unit data)
Reconciliation of Net income to EBITDA
Net income	(11.7	)
Adjustments:
Add:
Interest expense	10.1
Interest expense – related party	0.1
Income tax expense	0.6
Depreciation expense	15.3
EBITDA	14.4
Reconciliation of EBITDA to Cash available for distribution
EBITDA	14.4
Adjustments:
Less:
Debt service (1)	10.2
Maintenance and expansion capital expenditures
Capital expenditures	1.8
Reserves for future turnarounds	1.5
Reserves for future operating or capital needs	0.3
Taxes	0.6
Rounding for distributions	—
Cash available for distribution	—
Actual cash distributions paid	—

(1) Debt service is defined as (i) cash interest paid on long-term debt and revolving credit facilities, plus (ii) mandatory quarterly repayments on the Term Loan B Credit Facility, plus (iii) a 0.5% commitment fee on the unused portion of the $40.0 million Intercompany Revolving Facility, plus (iv) a 1.4% commitment fee on the unused portion of the $40.0 million Revolving Credit Facility, plus (v) any up-front fees, transactions costs, etc. related to indebtedness. Debt service excludes amortization of deferred financing costs.

Because our policy is to distribute 100% of cash available for distribution each quarter, without reserving cash for future distributions or borrowing to pay distributions during periods of low cash flow from operations, our unitholders will have direct exposure to fluctuations in the amount of cash generated by our business. We expect that the amount of our quarterly distributions, if any, will vary based on our operating cash flow during each quarter. Our quarterly cash distributions, if any, will not be stable and will vary from quarter to quarter as a direct result of, among other things, variations in our operating performance and variations in our cash flow caused by fluctuations in the price of natural gas, methanol and ammonia as well as our working capital requirements, planned and unplanned downtime and capital expenditures and our margins from selling our products. These variations may be significant. The board of directors of our general partner may change our cash distribution policy at any time and from time to time. Our partnership agreement does not require us to pay cash distributions to our unitholders on a quarterly or other basis.

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Credit Facilities

Described below are the credit facilities under which OCI Beaumont LLC (“OCIB”) may draw extra liquidity as of September 30, 2016. Please read Item I—“Financial Statements”, note 5 – Debt to the unaudited condensed consolidated financial statements included in this report for additional information relating to OCIB’s credit facilities.

Term Loan B Credit Facility

On August 20, 2013, OCIB, as borrower, and OCI USA, as guarantor, entered into a senior secured term loan credit facility (as supplemented by a credit agreement joinder, dated as of October 18, 2013, under which the Partnership became a party to such credit facility as a guarantor, and as subsequently amended through and in effect as of September 30, 2016, the “Term Loan B Credit Facility”) with a syndicate of institutional lenders and investors and Bank of America, N.A., as administrative agent. As of September 30, 2016, the principal outstanding under the Term Loan B Credit Facility was $437.4 million. Although we do not have any additional committed capacity from identified lenders or investors, as of September 30, 2016, we had capacity to incur another $50.0 million under the Term Loan B Credit Facility in the form of an additional incremental facility, subject to receiving commitments from lenders to provide such an additional amount. Furthermore, the Term Loan B Credit Facility contains customary covenants and conditions based on the maintenance of certain senior secured net leverage ratios and interest coverage ratios (see note 5 – Debt to the unaudited condensed consolidated financial statements for a more detailed description). As a result of such covenants, we will be limited in the manner in which we conduct our business, and our ability to finance future operations or capital needs. In addition, to the extent that we are unable to refinance our debt at maturity on favorable terms, or at all, or prevent or remediate such potential noncompliance discussed above, including refinancing the credit facilities and/or seeking waivers or amendments to the credit facilities, our ability to fund our operations and our ability to make cash distributions could be adversely affected. Upon the occurrence of certain events of default under the Term Loan B Credit Facility, OCIB’s obligations under the Term Loan B Credit Facility may be accelerated which could impair our ability to fund our operations and our ability to make cash distributions.

Revolving Credit Facility

On April 4, 2014, OCIB as borrower, the Partnership as a guarantor, Bank of America, N.A. as administrative agent and a syndicate of lenders entered into a revolving credit agreement (as subsequently amended through and in effect as of September 30, 2016, the “Revolving Credit Facility”), with an initial aggregate borrowing capacity of up to $40.0 million (less any amounts borrowed under the Intercompany Revolving Facility (as defined below)), including a $20.0 million sublimit for letters of credit. The Revolving Credit Facility has a one-year term that may be extended for additional one-year periods subject to the consent of the lenders. As a result of Revolving Credit Amendment No. 5 entered into on March 17, 2016, outstanding principal amounts under the Revolving Credit Facility bear interest at OCIB’s option at either LIBOR plus a margin of 3.50% or a base rate plus a margin of 2.50%. OCIB pays a commitment fee of 1.40% per annum on the unused portion of the Revolving Credit Facility. OCIB is required to repay in full all outstanding revolving loans under the Revolving Credit Facility on the last business day of each fiscal quarter, commencing September 30, 2016 provided that with respect to the repayment occurring on September 30, 2016, OCIB shall only be required to repay an amount such that no more than $20.0 million in aggregate principal amount of the revolving loans remain outstanding on such date after giving effect to such repayment.

Due to the $35.0 million of borrowings outstanding under the Intercompany Revolving Facility, as of September 30, 2016, we had $5.0 million in additional committed capacity under the Revolving Credit Facility. The Revolving Credit Facility contains customary covenants and conditions based on the maintenance of certain senior secured net leverage ratios and interest coverage ratios (see note 5 – Debt to the unaudited condensed consolidated financial statements for a more detailed description). As a result of such covenants, we will be limited in the manner in which we conduct our business and our ability to finance future operations or capital needs. In addition, to the extent that we are unable to refinance our debt at maturity on favorable terms, or at all, or prevent or remediate such potential noncompliance discussed above, including refinancing the credit facilities and/or seeking waivers or amendments to the credit facilities, our ability to fund our operations and our ability to make cash distributions could be adversely affected. Upon the occurrence of certain events of default under the Revolving Credit Facility, OCIB’s obligations under the Revolving Credit Facility may be accelerated which could impair our ability to fund our operations and our ability to make cash distributions. As of September 30, 2016, OCIB had no amounts outstanding under the Revolving Credit Facility.

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Intercompany Revolving Facility

On September 15, 2016, the intercompany revolving facility agreement between OCIB and OCI Fertilizer International B.V. (“OCI Fertilizer”) was terminated and replaced with an intercompany revolving facility agreement with OCI USA (the “Intercompany Revolving Facility”). The Intercompany Revolving Facility has a borrowing capacity of $40.0 million and a maturity date of January 20, 2020. The amount that can be drawn under the Intercompany Revolving Facility is limited by the Revolving Credit Facility (as defined above) to $40.0 million minus the amount of indebtedness outstanding under the Revolving Credit Facility (see note 5(a) – Debt to the unaudited condensed consolidated financial statements for a more detailed description). Interest on borrowings under the Intercompany Revolving Facility accrue at the rate equal to the sum of (i) the rate per annum applicable to the Revolving Credit Facility (including as such per annum rate may fluctuate from time to time in accordance with the terms of the agreement governing the Revolving Credit Facility) plus (ii) 25 basis points. We pay a commitment fee to OCI USA on the unused portion of the Intercompany Revolving Facility equal to 0.5% per annum, which is included as a component of interest expense – related party on the unaudited condensed consolidated statements of operations. Borrowings under the facility are subordinated to indebtedness under the Term Loan B Credit Facility and the Revolving Credit Facility. As of September 30, 2016, OCIB had $35.0 million outstanding under the Intercompany Revolving Facility.

OCIB's ability to borrow under the Intercompany Revolving Facility with OCI USA is dependent on OCI's ability and willingness to loan money to OCIB under this facility. To the extent that OCI faces liquidity, capital, credit or other constraints at the time we initiate borrowings under our Intercompany Revolving Facility, we may be unable to draw the full amount otherwise available to use under this facility.

Intercompany Term Facility

On September 15, 2016, the intercompany loan agreement between OCIB and OCI Fertilizer was terminated and replaced with an intercompany term facility agreement with OCI USA (the “Intercompany Term Facility”). The Intercompany Term Facility has a borrowing capacity of $200.0 million and a maturity date of January 20, 2020 (see note 5(a) – Debt to the unaudited condensed consolidated financial statements for a more detailed description). Borrowings under the Intercompany Term Facility bear interest at an interest rate equal to the sum of (i) the rate per annum applicable to the Term Loan B Credit Facility (including as such per annum rate may fluctuate from time to time in accordance with the terms of the agreement governing the Term Loan B Credit Facility), plus (ii) 0.25% and are subordinated to indebtedness under the Term Loan B Credit Facility and the Revolving Credit Facility. As of September 30, 2016, OCIB had no borrowings outstanding under the Intercompany Term Facility.

OCIB's ability to borrow under the Intercompany Term Facility with OCI USA is dependent on OCI's ability and willingness to loan money to OCIB under this facility. To the extent that OCI faces liquidity, capital, credit or other constraints at the time we initiate borrowings under our Intercompany Term Facility, we may be unable to draw the full amount otherwise available to use under this facility.

Intercompany Equity Commitment

On November 27, 2013, we and OCI USA entered into a letter agreement providing for OCI USA’s obligation to make equity contributions to us under certain circumstances (the “Intercompany Equity Commitment”). Pursuant to the Intercompany Equity Commitment, (i) if, prior to the completion of our debottlenecking project, we or OCIB had liquidity needs for working capital or other purposes and the restrictions under the Term Loan B Credit Facility or any other debt instruments of ours or OCIB prohibit us or OCIB from incurring sufficient additional debt to fund such liquidity needs, then upon notice from us, OCI USA (or an affiliate designated by OCI USA) would provide such liquidity to the extent of such needs in the form of an equity contribution to us and (ii) in the event OCIB fails to comply with any of the financial covenants contained in the Term Loan B Credit Facility as of the last day of any fiscal quarter, then upon notice from us, OCI USA (or an affiliate designated by OCI USA that is not a party to the Term Loan B Credit Facility) would make cash contributions to us as common equity in the amount of the cure amount and by the date required by the Term Loan B Credit Facility, so that we could further contribute such funds to OCIB to cure such non-compliance, subject to and in accordance with the terms and conditions of the Term Loan B Credit Facility. OCI USA was not be obligated to make aggregate equity contributions to us in excess of $100.0 million pursuant to the Intercompany Equity Commitment.

On November 10, 2014, OCIP Holding LLC (“OCIP Holding”) made a $60.0 million capital contribution pursuant to the Intercompany Equity Commitment in exchange for 2,995,372 common units. On April 17, 2015, OCIP Holding, made an additional $60.0 million capital contribution, which consisted of $40.0 million drawn under the Intercompany Equity Commitment and an additional $20.0 million cash contribution, in exchange for 3,502,218 common units. Due to the capital contributions by OCIP Holding on November 10, 2014 and April 17, 2015, and the completion of the debottlenecking project, OCI USA has no further obligation to make equity contributions to us under the Intercompany Equity Commitment.

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Debt Ratings

On August 4, 2016, Moody’s Investor Service downgraded our corporate family credit rating and our Term Loan B Credit Facility rating to “B2” from “B1” and revised its outlook to negative. On September 9, 2016, Standard & Poor's lowered its corporate credit rating to “CCC+” from “B”, lowered its rating on the Term Loan B Credit Facility to “B-” from “B+” and affirmed its stable outlook. Our ability to obtain additional external financing and the related cost of borrowing may be affected by our debt ratings, which are periodically reviewed by the major credit rating agencies. The ratings are subject to change or withdrawal at any time by the respective credit rating agencies.

Capital Expenditures

We divide our capital expenditures into two categories: maintenance capital expenditures and expansion capital expenditures. Maintenance capital expenditures are capital expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets or for the acquisition of existing or the construction or development of new capital assets) made to maintain, including over the long term, our production capacity, operating income or asset base (including capital expenditures relating to turnarounds), or to comply with environmental, health, safety or other regulations. Maintenance capital expenditures that are required to comply with regulations may also improve the output, efficiency or reliability of our facility. Major maintenance capital expenditures that extend the life or improve the safety or efficiency of the asset are capitalized and amortized over the period of expected benefits. Routine maintenance costs are expensed as incurred. A turnaround is capitalized and amortized over a four year period, which is the time lapse between turnarounds. Expansion capital expenditures are capital expenditures incurred for acquisitions or capital improvements that we expect will increase our production capacity, operating income or asset base over the long term. Expansion capital expenditures are capitalized and amortized over the period of expected benefits.

We recorded maintenance capital expenditures related to our capital spares project and other various small projects in the amount of approximately $2.9 million and $7.4 million for the three and nine-months ended September 30, 2016, respectively. We recorded maintenance capital expenditures related to the turnaround and our capital spares project in the amount of approximately $0.5 million and $55.5 million for the three and nine-months ended September 30, 2015, respectively. We expect to perform maintenance turnarounds approximately every four years, which will typically last approximately four weeks and cost approximately $24.0 million per turnaround. We will perform significant maintenance capital projects at our facility during a turnaround to minimize disruption to our operations, and capitalize the costs related to these projects as property, plant and equipment and will classify the amounts as maintenance capital expenditures. We executed a turnaround as part of our debottlenecking project which was completed in April 2015. We expect that the next turnaround will occur in 2019.

We did not have any expansion capital expenditures during the three and nine-months ended September 30, 2016 as compared to approximately $1.2 million and $124.9 million for the three and nine-months ended September 30, 2015, respectively, for expenditures related to our debottlenecking project. Please read “Our Debottlenecking Project” for additional information.

Working Capital

Working capital is the amount by which total current assets exceed total current liabilities. Our working capital requirements have been, and we expect will continue to be, primarily driven by changes in accounts receivable and accounts payable. Factors impacting changes in accounts receivable could include changes in the prices at which we sell our methanol and ammonia and the timing of collections from customers. Factors impacting changes in accounts payable could include changes in the market prices of raw materials that we purchase in the normal course of business, the level of spending for capital expenditures and the timing of payments made to suppliers,.

Working capital at September 30, 2016 was a deficit of $44.2 million, consisting of $43.9 million in total current assets and $88.1 million in total current liabilities. Working capital at December 31, 2015 was a deficit of $16.5 million, consisting of $57.7 million in total current assets and $74.2 million in total current liabilities. The decrease in working capital as of September 30, 2016 was primarily due to a decrease in accounts receivable and accounts receivable — related party caused from a decline in both methanol and ammonia average realized sales prices and an increase in short term borrowings.

42

CASH FLOWS

Our profits, operating cash flows and cash available for distribution are subject to changes in the prices of our products and natural gas, which is our primary feedstock. Our products and feedstocks are commodities and, as such, their prices can be volatile in response to numerous factors outside of our control.

The following table summarizes our unaudited condensed consolidated statements of cash flows:

	For the Nine-Months Ended September 30,
	2016		2015
	(in millions)
Net cash provided by (used in):
Operating activities	30.6		77.9
Investing activities	(4.6	)	(219.1	)
Financing activities	(28.0	)	99.1
Net (decrease) in cash and cash equivalents	(2.0	)	(42.1	)

Operating Activities

Net cash provided by operating activities for the nine-months ended September 30, 2016 was approximately $30.6 million. We had a net loss of approximately $33.2 for the nine-months ended September 30, 2016. During this period, we recorded depreciation expense of $46.1 million and amortization of debt issuance costs of $3.1 million. Accounts receivable, which is approximately equal to one month of revenue, decreased by $5.7 million during the nine-months ended September 30, 2016. The decrease in accounts receivable is due to a decrease in our average realized ammonia and methanol sales prices. Accounts receivable – related party decreased by $4.8 million due to the expiration of our sales agreement with OCI Fertilizers Trade & Supply B.V. Please read note 6 – Related Party Transactions to the unaudited condensed consolidated financial statements included in this report for additional information. Inventories decreased by $1.1 million due to an increase in sales volumes. Accounts payable – related party increased by $1.1 million due to expenses incurred under the Omnibus Agreement for reimbursement of providing selling, general, and administrative services and management and operating services to manage and operate our business. Please read note 6 – Related Party Transactions to the unaudited condensed consolidated financial statements included in this report for additional information. Other payables, accruals and current liabilities decreased by $0.9 million due to the payment of a long-term incentive bonus paid to all non-executive employees in January 2016. Please read note 8 – Retention Bonus Plan to the unaudited condensed consolidated financial statements included in this report for additional information.

Net cash provided by operating activities for the nine-months ended September 30, 2015 was approximately $77.9 million. We had net income of approximately $37.5 for the nine-months ended September 30, 2015. During this period, we recorded depreciation expense of $34.3 million, amortization of debt issuance costs of $2.7 million, a gain on the sale of scrap equipment of $2.0 million and a loss on the disposal of obsolete equipment of $2.0 million. Accounts receivable, which is approximately equal to one month of revenue, decreased by $10.1 million during the nine-months ended September 30, 2015. The decrease in accounts receivable is due to timing of receipt of cash from customers. Accounts receivable – related party increased by $1.3 million. Other current assets and prepaid expenses increased by $2.1 million due to the renewal of annual insurance policies that were amortized over the coverage period. Accounts payable (excluding non-cash accruals of property, plant and equipment) decreased by $2.1 million due to the settlement of obligations to our suppliers. Accounts payable – related party (excluding non-cash accruals of property, plant and equipment) increased by $2.1 million due to expenses incurred under the Omnibus Agreement for reimbursement of providing selling, general, and administrative services and management and operating services to manage and operate our business. Please read note 6 – Related Party Transactions to the unaudited condensed consolidated financial statements included in this report for additional information. Other payables, accruals and current liabilities (excluding non-cash accruals of property, plant and equipment) increased by $3.7 million due to a note payable related to the financing of certain insurance policies. Accrued interest (excluding capitalized interest) decreased by $8.0 million due to the capitalization of $8.6 million in interest expense in connection with the debottlenecking project.

43

Investing Activities

Net cash used in investing activities was approximately $4.6 million and $219.1 million, respectively, for the nine-months ended September 30, 2016 and 2015. Net additions of property, plant, equipment and construction in progress were higher during the nine-months ended September 30, 2015 as compared to the nine-months ended September 30, 2016 due to expenditures associated with the debottlenecking project.

Financing Activities

Net cash used in financing activities was approximately $28.0 million for the nine-months ended September 30, 2016. During the nine-months ended September 30, 2016, we received $27.0 million in proceeds from the Revolving Credit Facility and subsequently repaid $52.0 million, leaving no amounts outstanding under the Revolving Credit Facility as of September 30, 2016. We received $39.2 million in proceeds from the Intercompany Revolving Facility and subsequently repaid $4.2 million, leaving $35.0 million outstanding under the Intercompany Revolving Facility as of September 30, 2016. We repaid borrowings of $3.4 million on the Term Loan B Credit Facility, paid cash distributions to unitholders of $33.1 and paid $1.2 million in deferred financing costs associated with Amendment No. 6 to the Term Loan B Credit Facility and Amendment No. 4 and 5 to the Revolving Credit Facility. Please read note 5 – Debt to the unaudited condensed consolidated financial statements included in this report for additional information.

Net cash provided by financing activities was approximately $99.1 million for the nine-months ended September 30, 2015. During the nine-months ended September 30, 2015, we drew $40.0 million from the Revolving Credit Facility, we received $50.0 million from the incremental term loan under the Term Loan B Credit Facility, we repaid borrowings of $3.1 million on the Term Loan B Credit Facility and $15.0 million on the Revolving Credit Facility, paid cash distributions to unitholders of $27.6 million and paid $5.0 million in deferred financing costs associated with Amendment No. 4 to the Term Loan B Credit Facility, Amendment No. 2 to the Revolving Credit Facility and the Incremental Term Loan Commitment Agreement. Please read note 5 – Debt to the unaudited condensed consolidated financial statements included in this report for additional information. We also received a capital contribution of $60.0 million from OCIP Holding, pursuant to the Intercompany Equity Commitment. Please read note 6 – Related-Party Transactions to the unaudited condensed consolidated financial statements included in this report for additional information.

OFF-BALANCE SHEET ARRANGEMENTS

None.

44

RECENTLY ISSUED ACCOUNTING STANDARDS

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues Accounting Standards Updates (“ASU”) to communicate changes to the codification. The Partnership considers the applicability and impact of all ASU’s. The following are those ASU’s that are relevant to the Partnership.

On November 20, 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards and improve comparability between GAAP and International Financial Reporting Standards (“IFRS”). Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes and to align the presentation of deferred income tax assets and liabilities with IFRS, the amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. A reporting entity can apply the amendments either prospectively or retrospectively, with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-17 is not expected to have a material impact on the Partnership’s consolidated financial statements.

On July 22, 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards and improve comparability between GAAP and IFRS. The amendments in ASU 2015-11 change the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within fiscal years beginning after December 15, 2017. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a material impact on the Partnership’s consolidated financial statements.

On May 28, 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The standard is effective for interim and annual periods beginning after December 15, 2017 and permits the use of either retrospective or cumulative effect transition method. Early adoption is permitted for annual periods beginning after December 15, 2016. The Partnership is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Partnership has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Accuracy of estimates is based on the accuracy of information used. There has been no material change to our critical accounting policies and estimates from the information provided in our Annual Report.

45

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk. We are exposed to interest rate risk related to our borrowings. As of September 30, 2016, interest on borrowings under the Term Loan B Credit Facility accrued, at OCIB’s option, at adjusted LIBOR plus 6.75% per annum or the alternate base rate plus 5.75%. Interest on borrowings under the Revolving Credit Facility accrued, at OCIB’s option, at LIBOR plus 3.50% per annum or the alternate base rate plus 2.50%. Interest on borrowings under the Intercompany Revolving Facility will accrue at the rate equal to the sum of (a) the rate per annum applicable to the Revolving Credit Facility (including as such per annum rate may fluctuate from time to time in accordance with the terms of the agreement governing the Revolving Credit Facility), plus (b) 25 basis points. Interest on borrowings under the Intercompany Term Facility, will accrue at the rate equal to the sum of (a) the rate per annum applicable to the loans under the Term Loan B Credit Facility (including as such per annum rate may fluctuate from time to time in accordance with the terms of the agreement governing the Term Loan B Credit Facility), plus (b) 25 basis points. Based upon the outstanding balances of our variable-interest rate debt at September 30, 2016, and assuming interest rates are above the applicable minimum, a hypothetical increase or decrease of 100 basis points would result in an increase or decrease to our annual interest expense of approximately $4.6 million.

Commodity Price Risk. We are exposed to significant market risk due to potential changes in prices for methanol, ammonia and natural gas. Natural gas is the primary raw material used in the production of the methanol and ammonia manufactured at our facility. Operating at full capacity, our methanol and ammonia production units together require approximately 110,000 to 120,000 MMBtu per day of natural gas, as of September 30, 2016. We have supply agreements with Kinder Morgan, Florida Gas Transmission and Houston Pipeline to supply natural gas required for our production of methanol and ammonia. As of September 30, 2016, a hypothetical increase or decrease of $1.00 per MMBtu of natural gas would result in an increase or decrease to our annual cost of goods sold (exclusive of depreciation) of approximately $40.2 million to $43.8 million.

In the normal course of business, we produce methanol and ammonia throughout the year to supply the needs of our customers. Our inventory is subject to market risk due to fluctuations in the price of methanol and ammonia, changes in demand, natural gas feedstock costs and other factors. Methanol prices have historically been, and are expected to continue to be, characterized by significant cyclicality. As of September 30, 2016, a hypothetical increase or decrease of $50 per ton in the price of methanol would result in an increase or decrease to our annual revenue of approximately $45.6 million, based on an annual methanol volume of 912,500 metric tons. As of September 30, 2016, a hypothetical increase or decrease of $50 per ton in the price of ammonia would result in an increase or decrease to our annual revenue of approximately $16.6 million, based on an annual ammonia volume of 331,000 metric tons.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. We maintain a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-15 promulgated under the Exchange Act to ensure that our consolidated financial statements are prepared in accordance with generally accepted accounting principles and present fairly our financial results of operations. 

Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act are (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosure. Applicable SEC rules require an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Thus, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report, and has found them to be effective in providing reasonable assurance of the timely recording, processing, summarization and reporting of information, and in accumulation and communication of information to management to allow for timely decisions with regard to required disclosure.

Changes in Internal Control over Financial Reporting. There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

46

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A description of the legal proceedings to which the Partnership and its subsidiary are a party is contained in note 10 to the unaudited condensed consolidated financial statements, “Commitments, Contingencies and Legal Proceedings,” included in Part I of this report.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risks under the heading “Risk Factors” in our Annual Report, which risks could materially affect our business, financial condition, cash flows or results of operations. These risks are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, cash flows or results of operations. There have been no material changes to the risk factors described in our Annual Report and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

47

ITEM 6. EXHIBITS.

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date	SEC File No.
3.1*	Certificate of Limited Partnership of OCI Partners LP	S-1	3.1	June 14, 2013	333-189350
3.2*	Certificate of Amendment to Certificate of Limited Partnership of OCI Partners LP	S-1	3.2	June 14, 2013	333-189350
3.3A*	First Amended and Restated Agreement of Limited Partnership of OCI Partners LP, dated as of October 9, 2013	8-K	3.1	October 15, 2013	001-36098
3.3B*	Amendment No. 1, dated as of March 26, 2014, to the First Amended and Restated Agreement of Limited Partnership of OCI Partners LP, dated as of October 9, 2013	8-K	3.1	March 26, 2013	001-36098
31.1†	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2†	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1#	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2#	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.LAB	XBRL Labels Linkbase Document
101.PRE	XBRL Presentation Linkbase Document
101.DEF	XBRL Definition Linkbase Document

_______________________________________________________________

*	Incorporated by reference into this Quarterly Report on Form 10-Q as indicated.
†	Filed herewith.
#	Furnished herewith.
+	Interactive Data File.

48

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	OCI PARTNERS LP BY: OCI GP LLC, ITS GENERAL PARTNER
Dated: November 7, 2016	/s/ Fady Kiama
	Fady Kiama
	Vice President and Chief Financial Officer
	(Duly Authorized Officer and Principal Financial Officer)

49

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934,

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Frank Bakker, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of OCI Partners LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 7, 2016	/s/ Frank Bakker
	Frank Bakker
	President and Chief Executive Officer
	OCI GP LLC (the general partner of OCI Partners LP)
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934,

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Fady Kiama, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of OCI Partners LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 7, 2016	/s/ Fady Kiama
	Fady Kiama
	Vice President and Chief Financial Officer
	OCI GP LLC (the general partner of OCI Partners LP)
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of OCI Partners LP, (the “Partnership”) on Form 10-Q for the quarter ended September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank Bakker, President and Chief Executive Officer of OCI GP LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Dated: November 7, 2016	/s/ Frank Bakker
	Frank Bakker
	President and Chief Executive Officer
	OCI GP LLC (the general partner of the Partnership)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Partnership for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Partnership specifically incorporates it by reference. A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of OCI Partners LP, (the “Partnership”) on Form 10-Q for the quarter ended September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Fady Kiama, Vice President and Chief Financial Officer of OCI GP LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Dated: November 7, 2016	/s/ Fady Kiama
	Fady Kiama
	Vice President and Chief Financial Officer
	OCI GP LLC (the general partner of the Partnership)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Partnership for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Partnership specifically incorporates it by reference. A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2016 shares
Document And Entity Information [Abstract]
Entity Registrant Name	OCI Partners LP
Entity Central Index Key	0001578932
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Trading Symbol	OCIP
Document Fiscal Period Focus (i.e. Q1,Q2,Q3,FY)	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding	86,997,590

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 11,195	$ 13,238
Accounts receivable	22,884	28,554
Accounts receivable—related party	373	5,180
Inventories	4,877	5,974
Advances due from related parties	230	56
Other current assets and prepaid expenses	4,308	4,721
Total current assets	43,867	57,723
Property, plant, and equipment, net of accumulated depreciation of $151,698 and $105,769, respectively	635,481	674,699
Other non-current assets	1,039	1,188
Total assets	680,387	733,610
Current liabilities:
Accounts payable	22,488	19,363
Accounts payable—related party	13,642	12,624
Other payables and accruals	4,471	4,239
Revolving credit facility, net	0	24,928
Revolving credit facility—related party	35,000	0
Current maturities of the term loan facility	4,480	4,480
Accrued interest	4,001	3,416
Accrued interest—related party	143	203
Other current liabilities	3,876	4,975
Total current liabilities	88,101	74,228
Term loan facility, net	419,310	420,785
Other non-current liabilities	2,371	1,734
Total liabilities	509,782	496,747
Partners’ capital
Common unitholders —86,997,590 issued and outstanding at September 30, 2016 and December 31, 2015	170,605	236,863
General partner’s interest	0	0
Total partners’ capital	170,605	236,863
Total liabilities and partners’ capital	$ 680,387	$ 733,610

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 151,698	$ 105,769
Common units, issued (in shares)	86,997,590	86,997,590
Common units, outstanding (in shares)	86,997,590	86,997,590

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Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Revenues	$ 64,641	$ 100,402	$ 183,113	$ 217,103
Revenues—related party	1,435	3,281	9,182	3,893
Total Revenue	66,076	103,683	192,295	220,996
Cost of goods sold (exclusive of depreciation)	45,175	49,121	119,514	108,465
Cost of goods sold (exclusive of depreciation)—related party	3,075	2,988	13,329	13,323
Total Cost of goods sold (exclusive of depreciation)	48,250	52,109	132,843	121,788
Selling, general and administrative expenses	2,389	4,302	12,628	11,789
Selling, general and administrative expenses—related party	1,058	891	3,720	3,376
Total Selling, general and administrative expenses	3,447	5,193	16,348	15,165
Depreciation expense	15,253	15,547	46,144	34,279
Income from operations before interest expense, other income and income tax expense	(874)	30,834	(3,040)	49,764
Interest expense	10,104	7,278	28,869	11,569
Interest expense—related party	143	51	245	152
Gain (loss) on disposition of fixed assets	(4)	11	(451)	16
Other income (expense)	(16)	(20)	(5)	100
Income (loss) from operations before tax expense	(11,141)	23,496	(32,610)	38,159
Income tax expense	556	353	589	646
Net income (loss)	$ (11,697)	$ 23,143	$ (33,199)	$ 37,513
Earnings per limited partner unit:
Common unit (basic and diluted) (in USD per share)	$ (0.13)	$ 0.27	$ (0.38)	$ 0.44
Weighted average number of limited partner units outstanding:
Common units (basic and diluted) (in shares)	86,997,590	86,997,590	86,997,590	85,624,926

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Condensed Consolidated Statements of Partners' Capital - USD ($) $ in Thousands	Total	Common Units
Beginning Balance, LP, Units at Dec. 31, 2014		83,495,372
Beginning Balance, LP at Dec. 31, 2014	$ 188,064	$ 188,064
Increase (Decrease) in Partners' Capital
Distributions	(5,775)	(5,775)
Distributions—Related Party	(21,778)	$ (21,778)
Capital Contribution, Units		3,502,218
Capital Contribution	60,000	$ 60,000
Net Income (loss)	37,513	$ 37,513
Ending Balance, LP, Units at Sep. 30, 2015		86,997,590
Ending Balance, LP at Sep. 30, 2015	$ 258,024	$ 258,024
Beginning Balance, LP, Units at Dec. 31, 2015	86,997,590	86,997,590
Beginning Balance, LP at Dec. 31, 2015	$ 236,863	$ 236,863
Increase (Decrease) in Partners' Capital
Distributions	(6,650)	(6,650)
Distributions—Related Party	(26,409)	(26,409)
Net Income (loss)	$ (33,199)	$ (33,199)
Ending Balance, LP, Units at Sep. 30, 2016	86,997,590	86,997,590
Ending Balance, LP at Sep. 30, 2016	$ 170,605	$ 170,605

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net income (loss)	$ (33,199)	$ 37,513
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	46,144	34,279
Amortization of debt issuance costs	3,149	2,680
Deferred income tax expense	637	648
(Gain) loss on disposition of fixed assets	451	(16)
Decrease (increase) in:
Accounts receivable	5,670	10,136
Accounts receivable – related party	4,807	(1,319)
Inventories	1,097	446
Advances due from related party	(174)	79
Other non-current assets, other current assets and prepaid expenses	562	(2,137)
Increase (decrease) in:
Accounts payable	350	(2,120)
Accounts payable – related party	1,118	2,056
Other payables, accruals, and current liabilities	(853)	3,736
Accrued interest	585	(8,024)
Accrued interest – related party	244	(68)
Net cash provided by operating activities	30,588	77,889
Cash flows from investing activities:
Purchase of property, plant, and equipment	(4,621)	(221,619)
Proceeds from sale of scrap equipment	19	2,503
Net cash used in investing activities	(4,602)	(219,116)
Cash flows from financing activities:
Proceeds from revolving credit facility	27,000	40,000
Proceeds from term loan b credit facility	0	50,000
Proceeds from intercompany revolving credit facility	39,170	0
Repayment of debt	(55,360)	(18,110)
Repayment of debt – related party	(4,170)	0
Cash contributions by member	0	60,000
Debt issuance costs	(1,206)	(5,023)
Remittance of cash to OCI USA for transferred trade receivables	(404)	(222)
Distributions to Unitholders	(6,650)	(5,775)
Distributions to Unitholders – related party	(26,409)	(21,778)
Net cash provided by (used in) financing activities	(28,029)	99,092
Net decrease in cash and cash equivalents	(2,043)	(42,135)
Cash and cash equivalents, beginning of period	13,238	71,810
Cash and cash equivalents, end of period	11,195	29,675
Supplemental cash disclosures:
Cash paid during the period for income taxes	100	1,200
Cash paid during the period for interest, net of amount capitalized	25,105	8,327
Cash paid during the period for interest, net of amount capitalized – related party	0	220
Supplemental non-cash disclosures:
Accruals of property, plant and equipment purchases	3,373	1,325
Noncash settlement of accrued interest – related party	304	0
Capitalized interest	$ 0	$ 8,586

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Business and Basis of Presentation

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Business and Basis of Presentation

Business and Basis of Presentation

Description of Business

OCI Partners LP (the “Partnership,” “OCIP,” “we,” “us,” or “our”) is a Delaware limited partnership formed on February 7, 2013 whose focus is on the production, marketing and distribution of methanol and anhydrous ammonia. Our production facility is strategically located on the U.S. Gulf Coast near Beaumont, Texas and commenced full operations during August 2012. Our facility has pipeline connections to adjacent customers, port access with dedicated methanol and ammonia import/export jetties, allowing us to ship both products along the Gulf Coast, and truck loading facilities for both methanol and ammonia.

We are currently one of the larger merchant methanol producers in the United States with an annual methanol production design capacity of approximately 912,500 metric tons and an annual ammonia production design capacity of approximately 331,000 metric tons. During 2015, we executed a debottlenecking project on our production facility that included a maintenance turnaround and environmental upgrades, which we collectively refer to as our “debottlenecking project.” This project increased our annual methanol production design capacity by 25% to approximately 912,500 metric tons and our annual ammonia production design capacity by 25% to approximately 331,000 metric tons. Actual daily production capacity will vary depending on operating conditions and other various factors.

OCI Beaumont LLC (“OCIB”) is a Texas limited liability company formed on December 10, 2010 as the acquisition vehicle to purchase the manufacturing facility and related assets offered for sale by Eastman Chemical Company on May 5, 2011 for $26,500. OCI N.V. (“OCI”), a Dutch public limited liability company, which is the ultimate parent for a group of related entities, through its subsidiaries, is a global producer of natural gas-based fertilizers and chemicals. OCI is listed on the New York Stock Exchange ("NYSE") Euronext Amsterdam and trades under the symbol “OCI.”

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X, neither of which requires all of the information and footnotes required by GAAP. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC, and accordingly, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Form 10-K for the year ended December 31, 2015 filed with the SEC on March 24, 2016. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal and recurring adjustments, considered necessary for a fair statement of the Partnership’s financial position as of September 30, 2016, and the consolidated results of operations and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements include the accounts of the Partnership. All significant intercompany accounts and transactions have been eliminated in consolidation. Operating results for the three and nine-months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other reporting period.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accuracy of estimates is based on accuracy of information used. Significant items subject to such estimates and assumptions include the useful lives of property, plant, and equipment, the valuation of property, plant, and equipment, and other contingencies.

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Recently Issued Accounting Standards

9 Months Ended

Sep. 30, 2016

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Recently Issued Accounting Standards

Recently Issued Accounting Standards

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues Accounting Standards Updates (“ASU”) to communicate changes to the codification. The Partnership considers the applicability and impact of all ASU’s. The following are those ASU’s that are relevant to the Partnership.

On November 20, 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards and improve comparability between GAAP and International Financial Reporting Standards (“IFRS”). Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes and to align the presentation of deferred income tax assets and liabilities with IFRS, the amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. A reporting entity can apply the amendments either prospectively or retrospectively, with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-17 is not expected to have a material impact on the Partnership’s consolidated financial statements.

On July 22, 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards and improve comparability between GAAP and IFRS. The amendments in ASU 2015-11 change the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within fiscal years beginning after December 15, 2017. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a material impact on the Partnership’s consolidated financial statements.

On May 28, 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The standard is effective for interim and annual periods beginning after December 15, 2017 and permits the use of either retrospective or cumulative effect transition method. Early adoption is permitted for annual periods beginning after December 15, 2016. The Partnership is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Partnership has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

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Inventories

9 Months Ended

Sep. 30, 2016

Inventory Disclosure [Abstract]

Inventories

Inventories

As of September 30, 2016 and December 31, 2015, the Partnership’s inventories consisted of finished goods. The Partnership had no raw materials and/or work-in-progress inventories. Below is a summary of inventory balances by product as of September 30, 2016 and December 31, 2015:

	As of
	September 30, 2016		December 31, 2015
Ammonia	$	2,814	$	2,982
Methanol	2,063		2,992
Total	$	4,877	$	5,974

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Property, Plant and Equipment

9 Months Ended

Sep. 30, 2016

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment 

	As of
	September 30, 2016		December 31, 2015
Land	$	3,371	$	3,371
Furniture and Fixtures	604		423
Plant and equipment	762,708		759,209
Vehicles	55		118
Buildings	14,685		14,612
Construction in progress	5,756		2,735
	787,179		780,468
Less: accumulated depreciation	151,698		105,769
	$	635,481	$	674,699

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Debt

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Debt

Debt

(a) Debt – Related Party

On September 15, 2016, the intercompany revolving facility agreement between OCIB and OCI Fertilizer International B.V. (“OCI Fertilizer”) was terminated and replaced with an intercompany revolving facility agreement with OCI USA Inc. (the “Intercompany Revolving Facility”). OCI USA Inc. ("OCI USA") is an indirect, wholly-owned subsidiary of OCI. The Intercompany Revolving Facility has a borrowing capacity of $40,000 and a maturity date of January 20, 2020. The amount that can be drawn under the Intercompany Revolving Facility is limited by the Revolving Credit Facility (as defined below) to $40,000 minus the amount of indebtedness outstanding under the Revolving Credit Facility. Borrowings under the Intercompany Revolving Facility bear interest at a rate equal to the sum of (i) the rate per annum applicable to the Revolving Credit Facility (including as such per annum rate may fluctuate from time to time in accordance with the terms of the agreement governing the Revolving Credit Facility) discussed in note 5(b), plus (ii) 0.25%. OCIB pays a commitment fee to OCI USA under the Intercompany Revolving Facility on the undrawn available portion at a rate of 0.5% per annum, which is included as a component of interest expense – related party on the unaudited condensed consolidated statements of operations. The Intercompany Revolving Facility is subordinated to indebtedness under the Term Loan B Credit Facility (as defined below) and the Revolving Credit Facility. As of September 30, 2016, OCIB had $35,000 drawn under the Intercompany Revolving Facility.

On September 15, 2016, the intercompany loan agreement between OCIB and OCI Fertilizer was terminated and replaced with an intercompany term facility agreement with OCI USA (the “Intercompany Term Facility”). The Intercompany Term Facility has a borrowing capacity of $200,000 and a maturity date of January 20, 2020. The Borrowings under the Intercompany Term Facility are subordinated to the Term B-3 Loans (as defined below) under the Term Loan B Credit Facility and the Revolving Credit Facility. Borrowings under the Intercompany Term Facility bear interest at a rate equal to the sum of (i) the rate per annum applicable to the Term B Loans (including as such per annum rate may fluctuate from time to time in accordance with the terms of the agreement governing the Term Loan B Credit Facility) discussed in note 5(b), plus (ii) 0.25%. As of September 30, 2016, OCIB has no amounts drawn under the Intercompany Term Facility.

OCIB's ability to borrow under the intercompany credit facilities with OCI USA is dependent on OCI's ability and willingness to loan money to OCIB under those facilities. To the extent that OCI faces liquidity, capital, credit or other constraints at the time we initiate borrowings under our intercompany credit facilities, we may be unable to draw the full amount otherwise available to use under those facilities.

(b) Debt – Third Party

	September 30, 2016		Interest Rate	Interest Rate as of September 30, 2016	Maturity Date
Term Loan B Credit Facility	$	437,425	6.75% + Adjusted LIBOR	7.75%	August 20, 2019
Less: Current Portion	4,480
Less: Unamortized Discount and Debt Issue Costs	13,635
Term Loan Facility, Net	$	419,310

	December 31, 2015		Interest Rate	Interest Rate as of December 31, 2015	Maturity Date
Revolving Credit Facility	$	25,000	2.75% + LIBOR	3.34%	March 12, 2016
Less: Unamortized Debt Issue Costs	72
Revolving Credit Facility, Net	$	24,928

	December 31, 2015		Interest Rate	Interest Rate as of December 31, 2015	Maturity Date
Term Loan B Credit Facility	$	440,785	5.50% + Adjusted LIBOR	6.50%	August 20, 2019
Less: Current Portion	4,480
Less: Unamortized Discount and Debt Issue Costs	15,520
Term Loan Facility, Net	$	420,785

Term Loan B Credit Facility and Amendments Thereto

On August 20, 2013, OCIB and OCI USA entered into a senior secured term loan facility agreement (as amended, supplemented or restated from time to time, the “Term Loan B Credit Facility”) with a syndicate of lenders. The Partnership subsequently became a party to the Term Loan B Credit Facility through a credit agreement joinder, dated as of October 18, 2013. After the payment in full of one tranche during October 2013 and prior to July 2015, the Term Loan B Credit Facility was comprised of two tranches of term debt in the amounts of $235,000 (the “Term B-2 Loan”) and $165,000 (the “Term B-3 Loan” and together with the Term B-2 Loan, the “Existing Term B Loans”), respectively.

On March 12, 2015, OCIB, the Partnership and OCI USA entered into Amendment No. 4 (“Term Loan Amendment No. 4”) to the Term Loan B Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto to (i) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.25 for the quarter ending March 31, 2015, (ii) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.50 for the quarters ending June 30, 2015 and September 30, 2015, (iii) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.25 for the quarter ending December 31, 2015, (iv) increase the interest rate margin on the outstanding term loans under the Term Loan B Facility such that OCIB may select an interest rate of (a) 4.50% above London Interbank Offered Rate ("LIBOR") for LIBO Rate Term Loans (as defined in the Term Loan B Credit Facility) or (b) 3.50% above the Base Rate for Base Rate Term Loans (as each such term is defined in the Term Loan B Credit Facility), (v) applied a prepayment premium (A) with respect to any voluntary prepayment of the Existing Term B Loans (including in connection with the incurrence of refinancing indebtedness), of 3% of the principal amount of the Existing Term B Loans so prepaid on or prior to the first anniversary of the Term Loan Amendment No. 4 effective date, stepping down to 2% after the first anniversary thereof but on or prior to the second anniversary thereof, and to par thereafter and (B) with respect to any amendment to the Term Loan B Credit Facility resulting in a Repricing Transaction (as defined in the Term Loan B Credit Facility), of 3% of the principal amount of the Existing Term B Loans so repriced on or prior to the first anniversary of the Term Loan Amendment No. 4 effective date, stepping down to 2% after the first anniversary thereof but on or prior to the second anniversary thereof and to 1% after the second anniversary thereof but on or prior to the third anniversary thereof and to par thereafter and (vi) make certain technical changes to certain defined terms.

On July 2, 2015, OCIB, the Partnership and OCI USA entered into an Incremental Term Loan Commitment Agreement (the “Incremental Term Loan Agreement”) with Bank of America, N.A., as administrative agent and lender thereunder, pursuant to which OCIB incurred an incremental term loan in the principal amount of $50,000 (the “Term B-4 Loan”) under the Term Loan B Credit Facility. The Term B-4 Loan has terms and provisions identical to the Existing Term B Loans, and the Term B-4 Loan and the Existing Term B Loans collectively comprise a single tranche of Term B Loans under the Term Loan B Credit Facility.

On October 16, 2015, OCIB, the Partnership and OCI USA entered into Amendment No. 5 and Waiver (“Term Loan Amendment No. 5”) to the Term Loan B Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Term Loan Amendment No. 5 (i) increased the maximum consolidated senior secured net leverage ratio from 2.50 to 3.75 for the quarter ending September 30, 2015, (ii) increased the maximum consolidated senior secured net leverage ratio from 2.25 to 3.75 for the quarter ending December 31, 2015, (iii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 3.75 for the quarter ending March 31, 2016, (iv) decreased the minimum consolidated interest coverage ratio from 5.00 to 3.50 for the quarters ending September 30, 2015, December 31, 2015 and March 31, 2016, and (v) increased the interest rate margin on the outstanding term loans under the Term Loan B Credit Facility such that OCIB may select an interest rate of (a) 5.50% above LIBOR for the Term B Tranche of LIBO Rate Term Loans (as defined in the Term Loan B Credit Facility) or (b) 4.50% above the Base Rate for the Term B Tranche of Base Rate Term Loans (as each such term is defined in the Term Loan B Credit Facility).

On March 17, 2016, OCIB, the Partnership and OCI USA entered into Amendment No. 6 (“Term Loan Amendment No. 6”) to the Term Loan B Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Term Loan Amendment No. 6 (i) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 4.25 for the quarter ending June 30, 2016, (ii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 4.75 for the quarter ending September 30, 2016, (iii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 5.00 for the quarters ending December 31, 2016 and March 31, 2017, (iv) decreased the minimum consolidated interest coverage ratio from 5.00 to 3.00 for the quarter ending June 30, 2016 and to 2.50 for the quarters ending September 30, 2016, December 31, 2016 and March 31, 2017, and (v) increased the interest rate margin on the outstanding term loans under the Term Loan B Credit Facility such that OCIB may select an interest rate of (a) 6.75% above LIBOR for the Term B Tranche of LIBO Rate Term Loans (as defined in the Term Loan B Credit Facility) or (b) 5.75% above the Base Rate for the Term B Tranche of Base Rate Term Loans (as each such term is defined in the Term Loan B Credit Facility.

The Term B Loans mature on August 20, 2019 and are subject to certain mandatory prepayment obligations upon the disposition of certain assets and the incurrence of certain indebtedness. The Term B Loans are also subject to mandatory quarterly repayments equal to $1,120.

Scheduled maturities with respect to the Term Loan B Credit Facility are as follows:

Fiscal Year
2016	1,120
2017	4,480
2018	4,480
2019	427,345
Total	$	437,425

The Term B Loans, as well as related fees and expenses, are unconditionally guaranteed by OCI USA, the Partnership and certain of its future subsidiaries other than OCIB. The Term B Loans, and related fees and expenses, are secured by a first priority lien on substantially all of OCIB’s and the Partnership's assets (OCI USA does not provide any security with its guarantee).

The Term Loan B Credit Facility contains customary covenants and conditions, including limitations on our ability to finance future operations or capital needs or to engage in other business activities. These restrictions and covenants will limit our ability, among other things, to:

• incur additional indebtedness;

• create liens on assets;

• engage in mergers or consolidations;

• sell assets;

• pay dividends and distributions or repurchase our common units;

• make investments, loans or advances;

• prepay certain subordinated indebtedness;

• make certain acquisitions or enter into agreements with respect to our equity interests; and

• engage in certain transactions with affiliates.

In addition, as of September 30, 2016, OCIB may not permit, on the last day of any fiscal quarter (i) the consolidated senior secured net leverage ratio to exceed (a) in the fiscal quarter ending September 30, 2016, 4.75 to 1.00, (b) in the fiscal quarters ending December 31, 2016 and March 31, 2017, 5.00 to 1.00 and (c) each fiscal quarter ending thereafter, 1.75 to 1.00 and (ii) the consolidated interest coverage ratio on the last day of any fiscal quarter to be less than (a) 2.50 to 1.00, in the fiscal quarters ending September 30, 2016, December 31, 2016 and March 31, 2017 and (b) 5.00 to 1.00, each fiscal quarter ending thereafter. The consolidated senior secured net leverage ratio is defined as the ratio of (i) (A) consolidated senior secured debt less (B) the aggregate amount of unrestricted cash and cash equivalents included on the consolidated balance sheet to (ii) consolidated EBITDA for the last four quarters. The consolidated interest coverage ratio is defined as the ratio of (i) consolidated EBITDA for the last four quarters to (ii) consolidated interest expense for the last four quarters. For the period ending September 30, 2016, we applied the Consolidated EBITDA Material Project Adjustments (as defined in the Term Loan B Credit Facility) to our calculation of Consolidated EBITDA (as defined in the Term Loan B Credit Facility) in computing the aforementioned ratios. As of September 30, 2016, OCIB’s consolidated senior secured net leverage ratio was 4.60 to 1.00, and its consolidated interest coverage ratio was 2.57 to 1.00. Upon the occurrence of certain events of default under the Term Loan B Credit Facility, OCIB’s obligations under the Term Loan B Credit Facility may be accelerated.

The Term Loan B Credit Facility also contains various nonfinancial covenants, which include, among others, undertakings with respect to reporting requirements, maintenance of specified insurance coverage, and compliance with applicable laws and regulations. As of September 30, 2016, the Partnership was in compliance with all these covenants. Due primarily to decreases in average sales prices, management believes we may not be in compliance with certain covenants as of December 31, 2016 and thereafter. We expect to explore multiple options to prevent or remediate such noncompliance, including refinancing the credit facilities and/or seeking waivers or amendments to the credit facilities.

The Term Loan B Credit Facility contains events of default customary for credit facilities of this nature, including, but not limited to, the failure to pay any principal, interest or fees when due, failure to satisfy any covenant, untrue representations or warranties, impairment of liens, events of default under any other loan document, default under any other material debt agreements, insolvency, certain bankruptcy proceedings, change of control and material litigation resulting in a final judgment against any borrower or subsidiary guarantor. Upon the occurrence and during the continuation of an event of default under the Term Loan B Credit Facility, the lenders may, among other things, accelerate and declare the outstanding loans to be immediately due and payable and exercise remedies against OCIB, the Partnership and the collateral as may be available to the lenders under the Term Loan B Credit Facility and other loan documents.

Revolving Credit Facility and Amendments Thereto

On April 4, 2014, OCIB as borrower, the Partnership as a guarantor, Bank of America, N.A. as administrative agent and a syndicate of lenders entered into a revolving credit facility agreement (as amended, supplemented or restated from time to time, the “Revolving Credit Facility”), with an initial aggregate borrowing capacity of up to $40,000 (less any amounts borrowed under the Intercompany Revolving Facility (as defined in note 5(a)), including a $20,000 sublimit for letters of credit. All proceeds from this facility will be used by OCIB for working capital, capital expenditures and other general corporate purposes.

On March 12, 2015, OCIB and the Partnership entered into Revolving Credit Amendment No. 2 (“Revolving Credit Amendment No. 2”) to the Revolving Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto to (i) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.25 for the quarter ending March 31, 2015, (ii) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.50 for the quarters ending June 30, 2015 and September 30, 2015, (iii) increase the maximum consolidated senior secured net leverage ratio from 1.75 to 2.25 for the quarter ending December 31, 2015, (iv) extend the maturity of the Revolving Credit Facility until March 12, 2016, (v) suspended the requirement to repay in full all outstanding revolving loans under the Revolving Credit Facility on the last business day of each June and December for the calendar year 2015 and (vii) made certain technical changes to certain defined terms.

On October 16, 2015, OCIB, the Partnership and OCI USA entered into Amendment No. 3 and Waiver (“Revolving Credit Amendment No. 3”) to the Revolving Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Revolving Credit Amendment No. 3 (i) increased the maximum consolidated senior secured net leverage ratio from 2.50 to 3.75 for the quarter ending September 30, 2015, (ii) increased the maximum consolidated senior secured net leverage ratio from 2.25 to 3.75 for the quarter ending December 31, 2015, (iii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 3.75 for the quarter ending March 31, 2016, and (iv) decreased the minimum consolidated interest coverage ratio from 5.00 to 3.50 for the quarters ending September 30, 2015, December 31, 2015 and March 31, 2016.

On March 11, 2016, OCIB, the Partnership and OCI USA entered into Amendment No. 4 (“Revolving Credit Amendment No. 4”) to the Revolving Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Revolving Credit Amendment No. 4 extended the maturity of the Revolving Credit Facility until March 31, 2016.

On March 17, 2016, OCIB, the Partnership and OCI USA entered into Amendment No. 5 (“Revolving Credit Amendment No. 5”) to the Revolving Credit Facility with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Revolving Credit Amendment No. 5 among other things (i) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 4.25 for the quarter ending June 30, 2016, (ii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 4.75 for the quarter ending September 30, 2016, (iii) increased the maximum consolidated senior secured net leverage ratio from 1.75 to 5.00 for the quarters ending December 31, 2016 and March 31, 2017, (iv) decreased the minimum consolidated interest coverage ratio from 5.00 to 3.00 for the quarter ending June 30, 2016 and to 2.50 for the quarters ending September 30, 2016 and December 31, 2016, (v) extended the maturity of the Revolving Credit Facility until March 31, 2017, (vi) increased the applicable margin by 0.75%, (vii) introduced specified liquidity targets to meet on a quarterly basis for each of the three quarters ending June 30, 2016, September 30, 2016 and December 31, 2016 (viii) imposed the requirement that OCIB repay in full all outstanding revolving loans under the Revolving Credit Facility on the last business day of each fiscal quarter, commencing September 30, 2016 provided that with respect to the repayment occurring on September 30, 2016, OCIB shall only be required to repay an amount such that no more than $20,000 in aggregate principal amount of the revolving loans remain outstanding on such date after giving effect to such repayment and (ix) increased the applicable commitment fee to 1.40% per annum.

Outstanding principal amounts under the Revolving Credit Facility bear interest at OCIB’s option at either LIBOR plus a margin of 3.50% or a base rate plus a margin of 2.50%. OCIB also pays a commitment fee of 1.40% per annum on the unused portion of the Revolving Credit Facility. The Revolving Credit Facility has a one-year term that may be extended for additional one-year periods subject to the consent of the lenders. OCIB is required to repay in full all outstanding revolving loans under the Revolving Credit Facility on the last business day of each fiscal quarter, commencing September 30, 2016 provided that with respect to the repayment occurring on September 30, 2016, OCIB shall only be required to repay an amount such that no more than $20,000 in aggregate principal amount of the revolving loans remain outstanding on such date after giving effect to such repayment. As of September 30, 2016, OCIB had no amounts outstanding under the Revolving Credit Facility.

OCIB’s obligations under the Revolving Credit Facility are guaranteed by the Partnership and certain of its future subsidiaries other than OCIB. OCIB’s obligations under the Revolving Credit Facility are secured by a first priority lien (which is pari passu with the first priority lien securing obligations under the Term Loan B Credit Facility) on substantially all of the tangible and intangible assets of OCIB and the Partnership.

In addition, the Revolving Credit Facility contains covenants and provisions that affect OCIB and the Partnership, including, among others, customary covenants and provisions:

• prohibiting OCIB from incurring indebtedness (subject to customary exceptions);

• limiting OCIB’s ability and that of the Partnership from creating or incurring specified liens on their respective properties (subject to customary exceptions);

• limiting OCIB’s ability and that of the Partnership to make distributions and equity repurchases (which shall be permitted if no default exists and in the case of distributions and equity repurchases from a subsidiary to its parent); and

• prohibiting consolidations, mergers and asset transfers by OCIB and the Partnership (subject to customary exceptions).

Under the Revolving Credit Facility, OCIB is also subject to certain financial covenants that are tested on a quarterly basis. As of September 30, 2016, OCIB may not permit, on the last day of any fiscal quarter (i) the consolidated senior secured net leverage ratio to exceed (a) in the fiscal quarter ending September 30, 2016, 4.75 to 1.00, (b) in the fiscal quarters ending December 31, 2016 and March 31, 2017, 5.00 to 1.00 and (c) each fiscal quarter ending thereafter, 1.75 to 1.00 and (ii) the consolidated interest coverage ratio on the last day of any fiscal quarter to be less than (a) 2.50 to 1.00, in the fiscal quarters ending September 30, 2016, December 31, 2016 and March 31, 2017 and (b) 5.00 to 1.00, each fiscal quarter ending thereafter. The consolidated senior secured net leverage ratio is defined as the ratio of (i) (A) consolidated senior secured debt less (B) the aggregate amount of unrestricted cash and cash equivalents included on the consolidated balance sheet to (ii) consolidated EBITDA for the last four quarters. The consolidated interest coverage ratio is defined as the ratio of (i) consolidated EBITDA for the last four quarters to (ii) consolidated interest expense for the last four quarters. For the period ending September 30, 2016, we applied the Consolidated EBITDA Material Project Adjustments (as defined in the Revolving Credit Facility) to our calculation of Consolidated EBITDA (as defined in the Revolving Credit Facility) in computing the aforementioned ratios. As of September 30, 2016, OCIB’s consolidated senior secured net leverage ratio was 4.60 to 1.00, and its consolidated interest coverage ratio was 2.57 to 1.00. Upon the occurrence of certain events of default under the Revolving Credit Facility, OCIB’s obligations under the Revolving Credit Facility may be accelerated.

The Revolving Credit Facility also contains various nonfinancial covenants, which include, among others, undertaking with respect to reporting requirements, maintenance of specified insurance coverage, and compliance with applicable laws and regulations. As of September 30, 2016, the Partnership was in compliance with all of these covenants. Due primarily to decreases in average sales prices, management believes we may not be in compliance with certain covenants as of December 31, 2016 and thereafter. We expect to explore multiple options to prevent or remediate such noncompliance, including refinancing the credit facilities and/or seeking waivers or amendments to the credit facilities.

The Revolving Credit Facility contains events of default customary for credit facilities of this nature, including, but not limited to, the failure to pay any principal, interest or fees when due, failure to satisfy any covenant, untrue representations or warranties, impairment of liens, events of default under any other loan document under the credit facility, default under any other material debt agreements, insolvency, certain bankruptcy proceedings, change of control and material litigation resulting in a final judgment against any borrower or subsidiary guarantor. Upon the occurrence and during the continuation of an event of default under the Revolving Credit Facility, the lenders may, among other things, accelerate and declare the outstanding loans to be immediately due and payable and exercise remedies against OCIB, the Partnership and the collateral as may be available to the lenders under the Revolving Credit Facility and other loan documents.

(c) Debt Issuance Costs

Term Loan B Credit Facility and Amendments Thereto

The Term Loan Amendment No. 4 included a 0.75% consent fee of $2,963, a 0.25% arranger fee of $988, and $44 of other fees and expenses. The Incremental Term Loan Agreement included an arranger fee of $595, legal fees of $183, and $128 of other fees and expenses. The Term Loan Amendment No. 5 included an arranger fee of $500, legal fees of $64, and $13 of other fees and expenses. The Term Loan Amendment No. 6 included an amendment fee of $1,102, legal fees of $31, and $12 of other fees and expenses. OCIB recorded the debt issuance costs as a reduction of long-term debt in the accompanying unaudited condensed consolidated balance sheet.

All debt issuance costs are being amortized over the term of the Term Loan B Credit Facility using the effective-interest method. The amortization of the debt issuance costs related to the Term Loan B Credit Facility was $1,049 and $3,029 during the three and nine-month periods ended September 30, 2016, respectively, compared to $921 and $2,467 during the three and nine-month periods ended September 30, 2015, respectively. The amortization of the debt issuance costs is presented as a component of interest expense in the accompanying unaudited condensed consolidated statements of operations.

Revolving Credit Facility and Amendments Thereto

The Revolving Credit Agreement Amendment No. 2 included a 0.25% consent fee of $100 and $24 of other fees and expenses. The Revolving Credit Agreement Amendment No. 3 included a 0.25% amendment fee of $100. The Revolving Credit Agreement Amendment No. 4 included $30 of legal fees and expenses. The Revolving Credit Agreement Amendment No. 5 included $31 of legal fees and expenses. OCIB recorded the debt issuance costs as a reduction of short-term debt in the accompanying unaudited condensed consolidated balance sheets and is amortizing them over the term of the Revolving Credit Facility using the effective-interest method.

OCIB amortized debt issuance costs related to the Revolving Credit Facility of $8 and $120 during the three and nine-month periods ended September 30, 2016, respectively, compared to $32 and $213 during the three and nine-month periods ended September 30, 2015, respectively. The amortization of the debt issuance costs is presented as a component of interest expense in the accompanying unaudited condensed consolidated statement of operations.

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Related Party Transactions

9 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

Related-Party Transactions

Related Party Transactions

The Partnership has maintained and been involved with certain arrangements and transactions with OCI and its affiliates. The material effects of such arrangements and transactions are reported in the accompanying unaudited condensed consolidated financial statements as related party transactions.

The following table represents the effect of related party transactions on the unaudited condensed consolidated results of operations for the three and nine-month periods ended September 30, 2016 and 2015:

	Three-Months Ended September 30,				Nine-Months Ended September 30,
	2016		2015		2016		2015
Revenue	$	1,435	$	3,281	$	9,182	$	3,893
Cost of goods sold (exclusive of depreciation)	3,075		2,988		13,329		13,323
Selling, general and administrative expenses (1)	1,058		891		3,720		3,376
Interest expense	143		51		245		152

(1) Amounts represented in selling, general and administrative expense were incurred to the following related parties:

	Three-Months Ended September 30,					Nine-Months Ended September 30,
	2016			2015		2016		2015
OCI GP LLC	$	758		$	570	$	2,607	$	2,404
OCI Nitrogen B.V.	0			25		13		43
OCI Personnel B.V.	156			163		449		475
Contrack International Inc.	145			123		567		426
OCI Fertilizer B.V.	(1		)	10		40		28
OCI Fertilizers Trade & Supply B.V.	0			0		44		0
Total selling, general and administrative expenses – related party	1,058			891		3,720		3,376

Our Agreements with OCI

Omnibus Agreement

On October 9, 2013, the Partnership entered into an omnibus agreement by and between the Partnership, OCI, OCI USA, OCI GP LLC and OCIB (the “Omnibus Agreement”). The Omnibus Agreement addresses certain aspects of the Partnership’s relationship with OCI and OCI USA, including: (i) certain indemnification obligations, (ii) the provision by OCI USA to the Partnership of certain services, including selling, general and administrative services and management and operating services relating to operating the Partnership’s business, (iii) the Partnership’s use of the name “OCI” and related marks and (iv) the allocation among the Partnership and OCI USA of certain tax attributes.

Under the Omnibus Agreement, OCI USA provides, or causes one or more of its affiliates to provide, the Partnership with such selling, general and administrative services and management and operating services as may be necessary to manage and operate the business and affairs of the Partnership. Pursuant to the Omnibus Agreement, the Partnership reimburses OCI USA for all reasonable direct or indirect costs and expenses incurred by OCI USA or its affiliates in connection with the provision of such services, including the compensation and employee benefits of employees of OCI USA or its affiliates.

We incurred costs under this contract, payable to OCI GP LLC, in connection with reimbursement of providing selling, general and administrative services and management and operating services to manage and operate the business and affairs of the Partnership in the amount of $3,832 and $15,935 during the three and nine-month periods ended September 30, 2016, respectively, as compared to $3,558 and $15,727 during the three and nine-month periods ended September 30, 2015, respectively. Of these amounts, the wages directly attributable to revenue-producing operations were included in cost of goods sold (exclusive of depreciation) and the remaining amounts incurred were included in selling, general and administrative expense. During the three and nine-month periods ended September 30, 2016, $3,075 and $13,329, respectively, were recorded in costs of goods sold (exclusive of depreciation) and $758 and $2,607, respectively, were recorded in selling, general and administrative expense. During the three and nine-month periods ended September 30, 2015, $2,988 and $13,323, respectively, were recorded in costs of goods sold (exclusive of depreciation) and $570 and $2,404, respectively, were recorded in selling, general and administrative expense. Accounts payable – related party include amounts incurred but unpaid to OCI GP LLC of $2,688 and $1,522 as of September 30, 2016 and December 31, 2015, respectively.

As shown in the table above, the Partnership recorded amounts due to (i) OCI Nitrogen B.V., an indirect, wholly-owned subsidiary of OCI, (ii) OCI Personnel B.V., an indirect, wholly-owned subsidiary of OCI, (iii) Contrack International Inc., an affiliate of OCI, (iv) OCI Fertilizer B.V., an indirect, wholly-owned subsidiary of OCI, and (v) OCI Fertilizer Trade & Supply B.V., an indirect, wholly-owned subsidiary of OCI, in selling, general and administrative expense as shown on the unaudited condensed consolidated statement of operations, in relation to officers’ salaries, wages and travel expenses, and asset management information-technology-related project expenses in the amount of $300 and $1,113 during the three and nine-month periods ended September 30, 2016, respectively, as compared to $322 and $972 during the three and nine-month periods ended September 30, 2015, respectively. Accounts payable – related party includes amounts incurred but unpaid to the aforementioned parties of $1,346 and $1,394 as of September 30, 2016 and December 31, 2015, respectively.

Distributions and Payments to OCI USA and Its Affiliates

Prior to the completion of the Partnership's initial public offering, certain assets of OCIB were distributed to OCI USA. In October 2013, OCIB distributed $56,700 of cash and $35,616 of accounts receivable to OCI USA, which was comprised of $8,056 of advances due from related party and $27,560 of trade receivables. All collections of transferred advances due from related parties have been received directly by OCI USA, and all collections of transferred trade receivables have been received by the Partnership and will be remitted to OCI USA. During the three and nine-months ended September 30, 2016, we remitted $37 and $404, respectively, of the collections of the transferred trade receivables to OCI USA, as compared to $59 and $222 during the three and nine-months ended September 30, 2015, respectively.

On June 30, 2016, OCIB entered into a non-cash settlement agreement with OCI USA and OCI Fertilizer to settle $304 of the accrued interest – related party due to OCI Fertilizer in relation to the commitment fee on the unused portion of the intercompany revolving facility agreement between OCIB and OCI Fertilizer. As a result of this settlement agreement, OCIB incurred $304 of accounts payable – related party due to OCI USA.

Accounts payable – related party includes amounts incurred but unpaid to OCI USA of $9,607 and $9,707 as of September 30, 2016 and December 31, 2015, respectively.

Intercompany Revolving Facility

As indicated above in note 5(a), OCIB recorded interest expense – related party of $143 and $245 during the three and nine-month periods ended September 30, 2016, respectively, as compared to $51 and $152 during the three and nine-month periods ended September 30, 2015, respectively. Interest expense – related party relates to interest expense and a commitment fee on the unused portion of our Intercompany Revolving Facility. Accrued interest – related party includes amounts incurred but unpaid to OCI USA of $143 and $203 as of September 30, 2016 and December 31, 2015, respectively. 

Construction Agreement with Orascom E&C USA Inc.

In June 2013, OCIB entered into a procurement and construction contract with Orascom E&C USA Inc. (“Orascom E&C”), an affiliate of OCI, pursuant to which Orascom E&C undertook the debottlenecking of OCIB’s methanol and ammonia production units (the “Construction Contract”). Upon execution of the Construction Contract, a technical service agreement that was previously entered into by OCIB and OCI Construction Limited, an affiliate of OCI, providing for the management and construction services relating to the debottlenecking project was subsumed within the Construction Contract. Under the terms of the Construction Contract, Orascom E&C was paid on a cost-reimbursable basis, plus a fixed fee equal to 9% of the costs of the project, excluding any discounts. The contract allocated customary responsibilities to OCIB and Orascom E&C. The agreement did not provide for the imposition of liquidated or consequential damages. Amounts (including the fixed fee) incurred under the Construction Contract were $0 and $953 during the three and nine-month periods ended September 30, 2015, respectively. All amounts incurred under this contact were capitalized into construction in progress, which is a component of property plant and equipment shown in the unaudited condensed consolidated balance sheet. No amounts were incurred under the Construction Contract during three and nine-month periods ended September 30, 2016. We had no amounts due to Orascom E&C as of September 30, 2016 and December 31, 2015.

Related Party Sales

On May 12, 2015, OCIB entered into an agreement with OCI Fertilizers USA LLC (“OCI Fertilizers USA”), an indirect, wholly-owned subsidiary of OCI that is a wholesaler of ammonia, to supply OCI Fertilizers USA with commercial grade anhydrous ammonia. OCI Fertilizers USA purchases the ammonia to resell to third parties. The term of the agreement began on June 1, 2015 and ends on May 31, 2017 and renews automatically unless a party cancels with 90 days’ notice. Under the terms of the agreement, OCI Fertilizers USA is paid a 1.5% commission of the sales price to third parties.  During the three and nine-months ended September 30, 2016, we had related party sales of $1,435 and $5,918, respectively, for the sale of Ammonia to OCI Fertilizers USA, as compared to $3,281 and $3,893 of related party sales during the three and nine-months ended September 30, 2015, respectively. Accounts Receivable – related party includes amounts due from OCI Fertilizer USA of $373 and $660 as of September 30, 2016 and December 31, 2015, respectively.

On December 14, 2015, OCIB entered into an agreement with OCI Fertilizer Trade & Supply B.V., an international trader of ammonia, to supply OCI Fertilizers Trade & Supply B.V. with commercial grade anhydrous ammonia. OCI Fertilizers Trade & Supply B.V. purchases the ammonia to resell to OCI Nitrogen at its facilities in the Netherlands. The term of the agreement began in December 2015 and ended in February 2016. During the three and nine-months ended September 30, 2016, we had related party sales of $0 and $3,265, respectively, for the sale of Ammonia to OCI Fertilizer Trade & Supply B.V. We had no related party sales for the sale of Ammonia to OCI Fertilizer Trade & Supply B.V during the three and nine-months ended September 30, 2015. Accounts Receivable – related party includes amounts due from OCI Fertilizer Trade & Supply B.V. of $0 and $4,208 as of September 30, 2016 and December 31, 2015, respectively.

Other Transactions with Related Parties

Equity Commitment Agreement

On November 27, 2013, the Partnership entered into an intercompany equity commitment agreement with OCI USA (the “Intercompany Equity Commitment”). Under the terms of the Intercompany Equity Commitment, OCI USA shall make an equity contribution not to exceed $100,000 to the Partnership if (a) prior to the completion of the debottlenecking project, the Partnership or OCIB have liquidity needs for working capital or other needs and the restrictions under the Term Loan B Credit Facility or any other debt instrument prohibit the Partnership or OCIB from incurring sufficient additional debt to fund such liquidity needs; or (b) OCIB fails to comply with any of the financial covenants as of the last day of any fiscal quarter.

On November 10, 2014, pursuant to the Intercompany Equity Commitment, the Partnership received a capital contribution of $60,000 from OCIP Holding LLC (“OCIP Holding”), an indirect, wholly-owned subsidiary of OCI,to help finance the funding required to complete the debottlenecking project, and, in exchange, the Partnership issued 2,995,372 common units to OCIP Holding. The common units were issued pursuant to a contribution agreement, dated November 10, 2014, by and among the Partnership, OCIP Holding and OCI USA, at a price per common unit equal to $20.0309 (the volume-weighted average trading price of a common unit on the NYSE, calculated over the consecutive 20-trading day period ending on the close of trading on the trading day immediately prior to the issue date). Immediately following the issuance of common units to OCIP Holding on November 10, 2014, OCIP Holding held 65,995,372 common units in the Partnership, representing a 79.04% limited partner interest.

On April 17, 2015, the Partnership received a capital contribution of $60,000 from OCIP Holding to partially fund capital expenditures and other costs and expenses incurred in connection with the debottlenecking project, and, in exchange, the Partnership issued 3,502,218 common units to OCIP Holding. The capital contribution consisted of the remaining available $40,000 under the Intercompany Equity Commitment and an additional $20,000 cash contribution. The common units were issued pursuant to a contribution agreement, dated April 17, 2015, by and among the Partnership, OCIP Holding and OCI USA, at a price per common unit equal to $17.132 (the volume-weighted average trading price of a common unit on the NYSE, calculated over the consecutive 21-trading day period ending on the close of trading on the trading day immediately prior to the issue date). Immediately following the issuance of common units to OCIP Holding on April 17, 2015, OCIP Holding held 69,497,590 common units in the Partnership, representing a 79.88% limited partner interest. Due to the capital contributions by OCIP Holding on November 10, 2014 and April 17, 2015, and the completion of the debottlenecking project, OCI USA has no further obligation to make equity contributions to us under the Intercompany Equity Commitment.

Guarantee of Term Loan B Credit Facility and Revolving Credit Facility

The term loans under the Term Loan B Credit Facility and related fees and expenses are unconditionally guaranteed by OCIP and OCI USA and are each secured by pari passu senior secured liens on substantially all of OCIB’s and OCIP's assets, as well as the assets of certain future subsidiaries of OCIP (OCI USA does not provide any security in connection with its guarantee). The revolving loans and letters of credit under the Revolving Credit Facility and related fees and expenses, are unconditionally guaranteed by OCIP and are secured by pari passu senior secured liens on substantially all of OCIB’s and OCIP's assets, as well as the assets of certain future subsidiaries of OCIP .

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Significant Customers

9 Months Ended

Sep. 30, 2016

Risks and Uncertainties [Abstract]

Significant Customers

Significant Customers

During the three and nine-month periods ended September 30, 2016 and 2015, the following customers accounted for 10% or more of the Partnership’s revenues:

Customer name	Three-Months Ended September 30, 2016		Three-Months Ended September 30, 2015
Methanex	37	%	29	%
Koch (1)	21	%	34	%
PCI Nitrogen, LLC (fka Rentech)	12	%	12	%

Customer name	Nine-Months Ended September 30, 2016		Nine-Months Ended September 30, 2015
Methanex	33	%	34	%
Koch (1)	25	%	26	%
PCI Nitrogen, LLC (fka Rentech)	15	%	19	%
Lucite International	8	%	11	%

(1) Figure presented includes sales to Koch Nitrogen International Sarl, Koch Fertilizer, LLC and Koch Methanol, LLC.

The loss of any one or more of the Partnership’s significant customers noted above may have a material adverse effect on the Partnership’s future results of operations.

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Retention Bonus Plan

9 Months Ended

Sep. 30, 2016

Compensation Related Costs [Abstract]

Retention Bonus Plan

Retention Bonus Plan

On November 29, 2013, the Board of Directors approved a retention bonus plan to reinforce and encourage the continued dedication of the employees of OCI GP LLC, our general partner, and its affiliates who provide services to the Partnership by providing a retention bonus opportunity. Each non-executive employee is eligible to receive up to two retention bonuses, pursuant to this plan. Each retention bonus equals three times the employee’s base monthly salary or wages in effect on the applicable retention bonus payment date. The first retention bonus of $2,190 was accrued during the year-ended December 31, 2014 and paid during January 2015, and the second retention bonus of $2,738 was accrued during the year-ended December 31, 2015 and paid during January 2016, in each case subject to the employee’s continued employment with our general partner and its affiliates and continued provision of services for the benefit of the Partnership through the applicable retention bonus payment date.

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Fair Value

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value

Fair Value

The Partnership’s receivables and payables are short-term in nature and, therefore, the carrying values approximate their respective values as of September 30, 2016. Debt accrues interest at a variable rate, and as such, the fair value approximates its carrying value as of September 30, 2016 and December 31, 2015.

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Commitments, Contingencies and Legal Proceedings

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingencies and Legal Proceedings

Commitments, Contingencies and Legal Proceedings

In the ordinary course of business, we are, and will continue to be, involved in various claims and legal proceedings, some of which are covered in whole or in part by insurance. We may not be able to predict the timing or outcome of these or future claims and proceedings with certainty, and an unfavorable resolution of one or more of such matters could have a material adverse effect on our financial condition, results of operations or cash flows. Currently, we are not party to any legal proceedings that, individually or in the aggregate, are reasonably likely to have a material adverse effect on our financial condition, results of operations or cash flows.

The Partnership’s facilities could be subject to potential environmental liabilities primarily relating to contamination caused by current and/or former operations at those facilities. Some environmental laws could impose on the Partnership the entire costs of cleanup regardless of fault, legality of the original disposal or ownership of the disposal site. In some cases, the governmental entity with jurisdiction could seek an assessment for damage to the natural resources caused by contamination from those sites. The Partnership had no significant operating expenditures for environmental fines, penalties or government-imposed remedial or corrective actions during the three-months ended September 30, 2016 and September 30, 2015.

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Earnings per Limited Partner Unit

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Earnings per Limited Partner Unit

Earnings per Limited Partner Unit

The following table sets forth the computation of basic and diluted earnings per limited partner unit for the periods indicated:

	Three-Months Ended September 30,					Nine-Months Ended September 30,
	2016			2015		2016			2015
Net income (loss)	$	(11,697	)	$	23,143	$	(33,199	)	$	37,513
Basic and diluted weighted average number of limited partner units outstanding	86,997,590			86,997,590		86,997,590			85,624,926
Basic and diluted net income (loss) per limited partner unit	$	(0.13	)	$	0.27	$	(0.38	)	$	0.44

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Distributions

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Distributions

Distributions

The Partnership declared the following cash distributions to its unitholders of record for the periods presented: 

Period of Cash Distribution	Distribution Per Common Unit(1)		Total Cash Distribution		Date of Record	Date of Distribution
Fourth Quarter, ended December 31, 2014	$	0.33	$	27,553	March 26, 2015	April 10, 2015
First Quarter, ended March 31, 2015(2)	$	—	$	—	—	—
Second Quarter, ended June 30, 2015(3)	$	—	$	—	—	—
Third Quarter, ended September 30, 2015	$	0.41	$	35,669	November 30, 2015	December 17, 2015
Fourth Quarter, ended December 31, 2015	$	0.32	$	27,839	March 30, 2016	April 8, 2016
First Quarter, ended March 31, 2016	$	0.06	$	5,219	June 24, 2016	July 8, 2016
Second Quarter, ended June 30, 2016(4)	$	—	$	—	—	—
Third Quarter, ended September 30, 2016(5)	$	—	$	—	—	—

(1) Cash distributions for a quarter are declared and paid in the following quarter.

(2) No distribution was declared for the three-months ended March 31, 2015.

(3) No distribution was declared for the three-months ended June 30, 2015.

(4) No distribution was declared for the three-months ended June 30, 2016.

(5) No distribution was declared for the three-months ended September 30, 2016.

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Business and Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X, neither of which requires all of the information and footnotes required by GAAP. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC, and accordingly, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Form 10-K for the year ended December 31, 2015 filed with the SEC on March 24, 2016. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal and recurring adjustments, considered necessary for a fair statement of the Partnership’s financial position as of September 30, 2016, and the consolidated results of operations and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements include the accounts of the Partnership. All significant intercompany accounts and transactions have been eliminated in consolidation. Operating results for the three and nine-months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other reporting period.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accuracy of estimates is based on accuracy of information used. Significant items subject to such estimates and assumptions include the useful lives of property, plant, and equipment, the valuation of property, plant, and equipment, and other contingencies.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues Accounting Standards Updates (“ASU”) to communicate changes to the codification. The Partnership considers the applicability and impact of all ASU’s. The following are those ASU’s that are relevant to the Partnership.

On November 20, 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards and improve comparability between GAAP and International Financial Reporting Standards (“IFRS”). Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes and to align the presentation of deferred income tax assets and liabilities with IFRS, the amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. A reporting entity can apply the amendments either prospectively or retrospectively, with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-17 is not expected to have a material impact on the Partnership’s consolidated financial statements.

On July 22, 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards and improve comparability between GAAP and IFRS. The amendments in ASU 2015-11 change the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within fiscal years beginning after December 15, 2017. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a material impact on the Partnership’s consolidated financial statements.

On May 28, 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The standard is effective for interim and annual periods beginning after December 15, 2017 and permits the use of either retrospective or cumulative effect transition method. Early adoption is permitted for annual periods beginning after December 15, 2016. The Partnership is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Partnership has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

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Inventories (Tables)

9 Months Ended

Sep. 30, 2016

Inventory Disclosure [Abstract]

Summary of Inventories Balances by Product

Below is a summary of inventory balances by product as of September 30, 2016 and December 31, 2015:

	As of
	September 30, 2016		December 31, 2015
Ammonia	$	2,814	$	2,982
Methanol	2,063		2,992
Total	$	4,877	$	5,974

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Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2016

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

	As of
	September 30, 2016		December 31, 2015
Land	$	3,371	$	3,371
Furniture and Fixtures	604		423
Plant and equipment	762,708		759,209
Vehicles	55		118
Buildings	14,685		14,612
Construction in progress	5,756		2,735
	787,179		780,468
Less: accumulated depreciation	151,698		105,769
	$	635,481	$	674,699

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Debt (Tables)

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Components of Debt

	September 30, 2016		Interest Rate	Interest Rate as of September 30, 2016	Maturity Date
Term Loan B Credit Facility	$	437,425	6.75% + Adjusted LIBOR	7.75%	August 20, 2019
Less: Current Portion	4,480
Less: Unamortized Discount and Debt Issue Costs	13,635
Term Loan Facility, Net	$	419,310

	December 31, 2015		Interest Rate	Interest Rate as of December 31, 2015	Maturity Date
Revolving Credit Facility	$	25,000	2.75% + LIBOR	3.34%	March 12, 2016
Less: Unamortized Debt Issue Costs	72
Revolving Credit Facility, Net	$	24,928

	December 31, 2015		Interest Rate	Interest Rate as of December 31, 2015	Maturity Date
Term Loan B Credit Facility	$	440,785	5.50% + Adjusted LIBOR	6.50%	August 20, 2019
Less: Current Portion	4,480
Less: Unamortized Discount and Debt Issue Costs	15,520
Term Loan Facility, Net	$	420,785

Scheduled Maturities with Respect to Amended Term Loan Facility

Scheduled maturities with respect to the Term Loan B Credit Facility are as follows:

Fiscal Year
2016	1,120
2017	4,480
2018	4,480
2019	427,345
Total	$	437,425

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Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2016

Effect of Related Party Transactions

The following table represents the effect of related party transactions on the unaudited condensed consolidated results of operations for the three and nine-month periods ended September 30, 2016 and 2015:

	Three-Months Ended September 30,				Nine-Months Ended September 30,
	2016		2015		2016		2015
Revenue	$	1,435	$	3,281	$	9,182	$	3,893
Cost of goods sold (exclusive of depreciation)	3,075		2,988		13,329		13,323
Selling, general and administrative expenses (1)	1,058		891		3,720		3,376
Interest expense	143		51		245		152

(1) Amounts represented in selling, general and administrative expense were incurred to the following related parties

Selling, General and Administrative Expenses

Effect of Related Party Transactions

Amounts represented in selling, general and administrative expense were incurred to the following related parties:

	Three-Months Ended September 30,					Nine-Months Ended September 30,
	2016			2015		2016		2015
OCI GP LLC	$	758		$	570	$	2,607	$	2,404
OCI Nitrogen B.V.	0			25		13		43
OCI Personnel B.V.	156			163		449		475
Contrack International Inc.	145			123		567		426
OCI Fertilizer B.V.	(1		)	10		40		28
OCI Fertilizers Trade & Supply B.V.	0			0		44		0
Total selling, general and administrative expenses – related party	1,058			891		3,720		3,376

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Significant Customers (Tables)

9 Months Ended

Sep. 30, 2016

Risks and Uncertainties [Abstract]

Schedule of Customers Accounting for 10% or More of the Partnership's Revenues

During the three and nine-month periods ended September 30, 2016 and 2015, the following customers accounted for 10% or more of the Partnership’s revenues:

Customer name	Three-Months Ended September 30, 2016		Three-Months Ended September 30, 2015
Methanex	37	%	29	%
Koch (1)	21	%	34	%
PCI Nitrogen, LLC (fka Rentech)	12	%	12	%

Customer name	Nine-Months Ended September 30, 2016		Nine-Months Ended September 30, 2015
Methanex	33	%	34	%
Koch (1)	25	%	26	%
PCI Nitrogen, LLC (fka Rentech)	15	%	19	%
Lucite International	8	%	11	%

(1) Figure presented includes sales to Koch Nitrogen International Sarl, Koch Fertilizer, LLC and Koch Methanol, LLC.

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Earnings per Limited Partner Unit (Tables)

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings per Limited Partner Unit

The following table sets forth the computation of basic and diluted earnings per limited partner unit for the periods indicated:

	Three-Months Ended September 30,					Nine-Months Ended September 30,
	2016			2015		2016			2015
Net income (loss)	$	(11,697	)	$	23,143	$	(33,199	)	$	37,513
Basic and diluted weighted average number of limited partner units outstanding	86,997,590			86,997,590		86,997,590			85,624,926
Basic and diluted net income (loss) per limited partner unit	$	(0.13	)	$	0.27	$	(0.38	)	$	0.44

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Distributions (Tables)

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Schedule of Cash Distributions to Unitholders

The Partnership declared the following cash distributions to its unitholders of record for the periods presented: 

Period of Cash Distribution	Distribution Per Common Unit(1)		Total Cash Distribution		Date of Record	Date of Distribution
Fourth Quarter, ended December 31, 2014	$	0.33	$	27,553	March 26, 2015	April 10, 2015
First Quarter, ended March 31, 2015(2)	$	—	$	—	—	—
Second Quarter, ended June 30, 2015(3)	$	—	$	—	—	—
Third Quarter, ended September 30, 2015	$	0.41	$	35,669	November 30, 2015	December 17, 2015
Fourth Quarter, ended December 31, 2015	$	0.32	$	27,839	March 30, 2016	April 8, 2016
First Quarter, ended March 31, 2016	$	0.06	$	5,219	June 24, 2016	July 8, 2016
Second Quarter, ended June 30, 2016(4)	$	—	$	—	—	—
Third Quarter, ended September 30, 2016(5)	$	—	$	—	—	—

(1) Cash distributions for a quarter are declared and paid in the following quarter.

(2) No distribution was declared for the three-months ended March 31, 2015.

(3) No distribution was declared for the three-months ended June 30, 2015.

(4) No distribution was declared for the three-months ended June 30, 2016.

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Business and Basis of Presentation - Additional Information (Detail) $ in Thousands		9 Months Ended
	May 05, 2011 USD ($)	Sep. 30, 2016 t
Subsidiary Sale Of Stock [Line Items]
State of formation		Delaware
Date of formation		Feb. 07, 2013
Methanol
Subsidiary Sale Of Stock [Line Items]
Annual production design capacity (metric tons)		912,500
Daily production design capacity (metric tons)		2,430
Annual production design capacity, percentage increase		25.00%
Ammonia
Subsidiary Sale Of Stock [Line Items]
Annual production design capacity (metric tons)		331,000
Daily production design capacity (metric tons)		970
Annual production design capacity, percentage increase		25.00%
OCI Beaumont LLC
Subsidiary Sale Of Stock [Line Items]
State of formation		Texas
Date of formation		Dec. 10, 2010
Business combination, consideration transferred | $	$ 26,500

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Inventories - Additional Information (Detail) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Inventory Disclosure [Abstract]
Raw materials and work in progress	$ 0	$ 0

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Inventories - Summary of Inventories Balances by Product (Detail) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Inventory [Line Items]
Total inventory	$ 4,877	$ 5,974
Ammonia
Inventory [Line Items]
Total inventory	2,814	2,982
Methanol
Inventory [Line Items]
Total inventory	$ 2,063	$ 2,992

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Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 787,179	$ 780,468
Less: accumulated depreciation	151,698	105,769
Total property, plant and equipment, net	635,481	674,699
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment	3,371	3,371
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment	604	423
Plant and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment	762,708	759,209
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment	55	118
Buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment	14,685	14,612
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 5,756	$ 2,735

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Debt - Additional Information (Detail)						3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 15, 2016 USD ($)	Mar. 17, 2016 USD ($)	Oct. 16, 2015 USD ($)	Mar. 23, 2015	Mar. 12, 2015 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Jun. 30, 2016	Mar. 31, 2016	Mar. 11, 2016	Jul. 02, 2015 USD ($)	Jun. 30, 2015	Mar. 31, 2015	Apr. 04, 2014 USD ($)	Aug. 20, 2013 USD ($) tranch
Debt Instrument [Line Items]
Proceeds from revolving credit facility								$ 27,000,000	$ 40,000,000
Net leverage ratio						4.60		4.60
Amortization of debt issuance costs								$ 3,149,000	$ 2,680,000
Amended Term Loan Facility
Debt Instrument [Line Items]
Intercompany revolving credit facility, amount outstanding						$ 0		0
Term Loan Credit Facility Amendment Four
Debt Instrument [Line Items]
Consent fee percentage					0.75%
Arranger fee, percentage of face value					0.25%
Term Loan Credit Facility Amendment Four | Arranger Fee
Debt Instrument [Line Items]
Legal and structuring fees					$ 988,000
Term Loan Credit Facility Amendment Four | Other Fees and Expenses
Debt Instrument [Line Items]
Legal and structuring fees					44,000
Term Loan Credit Facility Amendment Four | Consent Fee
Debt Instrument [Line Items]
Legal and structuring fees					$ 2,963,000
Term Loan Facility Amendment Six | Other Fees and Expenses
Debt Instrument [Line Items]
Legal and structuring fees		$ 12,000
Revolving Credit Facility Amendment Two
Debt Instrument [Line Items]
Consent fee percentage					0.25%
Revolving Credit Facility Amendment Two | Other Fees and Expenses
Debt Instrument [Line Items]
Legal and structuring fees					$ 24,000
Revolving Credit Facility Amendment Two | Consent Fee
Debt Instrument [Line Items]
Legal and structuring fees					$ 100,000
Revolving Credit Facility
Debt Instrument [Line Items]
Borrowing capacity																				$ 40,000,000
Proceeds from revolving credit facility								35,000,000
Intercompany revolving credit facility, amount outstanding						$ 0		$ 0
Net leverage ratio						4.60	1.75	4.60	1.75	1.75					1.75			1.75	1.75
Debt interest rate, applicable margin										2.75%
Interest coverage ratio minimum requirement							5.00		5.00					5.00
Interest coverage ratio, actual						2.57		2.57
Amortization of debt issuance costs						$ 8,000	$ 32,000	$ 120,000	$ 213,000
Revolving Credit Facility | Scenario Forecast
Debt Instrument [Line Items]
Net leverage ratio												1.75	1.75
Interest coverage ratio minimum requirement												5	5.00
Revolving Credit Facility | LIBOR
Debt Instrument [Line Items]
Debt interest rate, applicable margin								2.50%
Revolving Credit Facility | Alternate Base Rate
Debt Instrument [Line Items]
Rate of commitment fee, percent				1.40%
Debt interest rate, applicable margin								3.50%
Line of credit facility interest rate description								Outstanding principal amounts under the Revolving Credit Facility bear interest at OCIB’s option at either LIBOR plus a margin of 3.50% or a base rate plus a margin of 2.50%.
Revolving Credit Facility | Term Loan Credit Facility Amendment Two
Debt Instrument [Line Items]
Net leverage ratio							2.50		2.50	2.25								2.50	2.25
Revolving Credit Facility | Term Loan Credit Facility Amendment Three
Debt Instrument [Line Items]
Net leverage ratio							3.75		3.75	3.75					3.75
Interest coverage ratio minimum requirement						2.50		2.50
Arranger fee			$ 100,000
Debt instrument, amendment fee, percent			0.25%
Revolving Credit Facility | Term Loan Credit Facility Amendment Three | Scenario Forecast
Debt Instrument [Line Items]
Interest coverage ratio minimum requirement												2.5	2.5
Revolving Credit Facility | Term Loan Facility Amendment Six | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate period increase (decrease), percent																0.75%
Revolving Credit Facility | Revolving Credit Facility Amendment Four | Legal Fees
Debt Instrument [Line Items]
Legal and structuring fees																	$ 30,000
Revolving Credit Facility | Revolving Credit Facility Amendment Five
Debt Instrument [Line Items]
Borrowing capacity						$ 20,000,000		$ 20,000,000
Rate of commitment fee, percent										1.40%
Net leverage ratio						4.75		4.75						4.25
Interest coverage ratio minimum requirement						2.50		2.50						3.00
Revolving Credit Facility | Revolving Credit Facility Amendment Five | Legal Fees
Debt Instrument [Line Items]
Legal and structuring fees																	31,000
Revolving Credit Facility | Revolving Credit Facility Amendment Five | Scenario Forecast
Debt Instrument [Line Items]
Net leverage ratio												5.00	5.00
Interest coverage ratio minimum requirement													2.5
Senior Secured Term Loan Credit Facility
Debt Instrument [Line Items]
Number of tranches of debt | tranch																					2
Debt interest rate, applicable margin								6.75%		5.50%
Senior Secured Term Loan Credit Facility | Term B-1 Loan
Debt Instrument [Line Items]
Term Loan B credit facility																					$ 235,000,000
Senior Secured Term Loan Credit Facility | Term B-2 Loan
Debt Instrument [Line Items]
Term Loan B credit facility																					$ 165,000,000
Term Loan B Credit Facility
Debt Instrument [Line Items]
Amortization of debt issuance costs						$ 1,049,000	$ 921,000	$ 3,029,000	$ 2,467,000
Term Loan B Credit Facility | Scenario Forecast
Debt Instrument [Line Items]
Interest coverage ratio minimum requirement											5.00
Term Loan B Credit Facility | OCI Beaumont LLC
Debt Instrument [Line Items]
Credit facility, incremental borrowing capacity																	50,000,000
Term B-3 Loan | Term Loan Credit Facility Amendment Five | LIBOR
Debt Instrument [Line Items]
Debt interest rate, applicable margin			5.50%
Term B-3 Loan | Term Loan Credit Facility Amendment Five | Alternate Base Rate
Debt Instrument [Line Items]
Debt interest rate, applicable margin			4.50%
Term B-3 Loan | Term Loan Facility Amendment Six | LIBOR
Debt Instrument [Line Items]
Debt interest rate, applicable margin		6.75%
Term B-3 Loan | Term Loan Facility Amendment Six | Alternate Base Rate
Debt Instrument [Line Items]
Debt interest rate, applicable margin		5.75%
Term Loans B Three
Debt Instrument [Line Items]
Net leverage ratio						1.75	1.75	1.75	1.75					1.75
Interest coverage ratio minimum requirement						2.50		2.50
Principal payment reductions								$ 1,120,000
Interest coverage ratio, actual						2.57		2.57
Term Loans B Three | Prepayment Prior to First Anniversary
Debt Instrument [Line Items]
Prepayment percentage on principal amount, percent					3.00%
Term Loans B Three | Prepayment After First Anniversary and on or Prior to Second Anniversary
Debt Instrument [Line Items]
Prepayment percentage on principal amount, percent					2.00%
Term Loans B Three | Scenario Forecast
Debt Instrument [Line Items]
Net leverage ratio											1.75	1.75	1.75
Interest coverage ratio minimum requirement											5.00	2.5	2.5
Term Loans B Three | LIBOR
Debt Instrument [Line Items]
Debt interest rate, applicable margin					4.50%
Term Loans B Three | Alternate Base Rate
Debt Instrument [Line Items]
Debt interest rate, applicable margin					3.50%
Term Loans B Three | Amended Term Loan Facility | Prepayment Prior to First Anniversary
Debt Instrument [Line Items]
Prepayment percentage on principal amount, percent					3.00%
Term Loans B Three | Amended Term Loan Facility | Prepayment After First Anniversary and on or Prior to Second Anniversary
Debt Instrument [Line Items]
Prepayment percentage on principal amount, percent					2.00%
Term Loans B Three | Amended Term Loan Facility | Prepayment After Second Anniversary
Debt Instrument [Line Items]
Prepayment percentage on principal amount, percent					1.00%
Term Loans B Three | Term Loan Facility Amendment Six
Debt Instrument [Line Items]
Net leverage ratio						4.75		4.75						4.25
Term Loans B Three | Term Loan Facility Amendment Six | Scenario Forecast
Debt Instrument [Line Items]
Net leverage ratio												5.00	5.00
Letter of Credit
Debt Instrument [Line Items]
Borrowing capacity																				$ 20,000,000
Incremental Term Loan Credit Facility | Arranger Fee
Debt Instrument [Line Items]
Legal and structuring fees																	595,000
Incremental Term Loan Credit Facility | Other Fees and Expenses
Debt Instrument [Line Items]
Legal and structuring fees																	128,000
Incremental Term Loan Credit Facility | Legal Fees
Debt Instrument [Line Items]
Legal and structuring fees																	$ 183,000
Term Loan B Credit Facility
Debt Instrument [Line Items]
Net leverage ratio						1.75		1.75		1.75								1.75	1.75
Interest coverage ratio minimum requirement							5.00		5.00	5.00				5.00	5.00
Term Loan B Credit Facility | Scenario Forecast
Debt Instrument [Line Items]
Interest coverage ratio minimum requirement												5.00	5.00
Term Loan B Credit Facility | Term Loan Credit Facility Amendment Four
Debt Instrument [Line Items]
Net leverage ratio							2.5		2.5	2.25					1.75			2.50	2.25
Term Loan B Credit Facility | Term Loan Credit Facility Amendment Five
Debt Instrument [Line Items]
Net leverage ratio							3.75		3.75	3.75					3.75
Interest coverage ratio minimum requirement							3.50		3.50	3.5					3.5
Legal Fees			$ 64,000
Term Loan B Credit Facility | Term Loan Credit Facility Amendment Five | Arranger Fee
Debt Instrument [Line Items]
Arranger fee			500,000
Term Loan B Credit Facility | Term Loan Credit Facility Amendment Five | Other Fees and Expenses
Debt Instrument [Line Items]
Arranger fee			$ 13,000
Term Loan B Credit Facility | Term Loan Facility Amendment Six
Debt Instrument [Line Items]
Interest coverage ratio minimum requirement						2.50		2.50						3.00
Arranger fee		$ 1,102,000
Term Loan B Credit Facility | Term Loan Facility Amendment Six | Legal Fees
Debt Instrument [Line Items]
Legal and structuring fees		$ 31,000
Term Loan B Credit Facility | Term Loan Facility Amendment Six | Scenario Forecast
Debt Instrument [Line Items]
Interest coverage ratio minimum requirement												2.50	2.50
OCI Fertilizer International B.V.
Debt Instrument [Line Items]
Borrowing capacity	$ 200,000,000
Intercompany loan facility, maturity date								Jan. 20, 2020
OCI Fertilizer International B.V. | Revolving Credit Facility
Debt Instrument [Line Items]
Borrowing capacity	$ 40,000,000
Intercompany loan facility, maturity date								Jan. 20, 2020
Intercompany revolving credit facility, interest rate description								Borrowings under the Intercompany Term Facility bear interest at a rate equal to the sum of (i) the rate per annum applicable to the Term B Loans (including as such per annum rate may fluctuate from time to time in accordance with the terms of the agreement governing the Term Loan B Credit Facility) discussed in note 5(b), plus (ii) 0.25%.
Rate of commitment fee, percent	0.50%
OCI Fertilizer International B.V. | Before Reduction for Amended Revolving Credit Agreement Indebtedness
Debt Instrument [Line Items]
Borrowing capacity	$ 40,000,000
OCI Fertilizer International B.V. | IPO
Debt Instrument [Line Items]
Intercompany revolving credit facility, interest rate description								sum of (i) the rate per annum applicable to the Revolving Credit Facility (including as such per annum rate may fluctuate from time to time in accordance with the terms of the agreement governing the Revolving Credit Facility) discussed in note 5(b), plus (ii) 0.25%.

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Debt - Components of Debt (Detail) - USD ($) $ in Thousands		9 Months Ended	12 Months Ended
	Mar. 17, 2016	Sep. 30, 2016	Dec. 31, 2015
Line Of Credit Facility [Line Items]
Term Loan B Credit Facility		$ 437,425
Less: Current Portion		4,480	$ 4,480
Term loan facility, net		419,310	420,785
Revolving Credit Facility, Net		0	24,928
Revolving Credit Facility
Line Of Credit Facility [Line Items]
Revolving credit facility			25,000
Less: Unamortized Debt Issue Costs			72
Revolving Credit Facility, Net			$ 24,928
Interest rate added to LIBOR rate			2.75%
Debt interest rate, applicable margin			LIBOR
Interest rate at period end			3.34%
Maturity date			Mar. 12, 2016
Senior Secured Term Loan Credit Facility
Line Of Credit Facility [Line Items]
Term Loan B Credit Facility		437,425	$ 440,785
Less: Current Portion		4,480	4,480
Less: Unamortized Discount and Debt Issue Costs		13,635	15,520
Term loan facility, net		$ 419,310	$ 420,785
Interest rate added to LIBOR rate		6.75%	5.50%
Debt interest rate, applicable margin		Adjusted LIBOR	Adjusted LIBOR
Interest rate at period end		7.75%	6.50%
Maturity date		Aug. 20, 2019	Aug. 20, 2019
OCI Fertilizer International B.V. | Revolving Credit Facility
Line Of Credit Facility [Line Items]
Interest rate added to LIBOR rate		0.25%
Alternate Base Rate | Revolving Credit Facility
Line Of Credit Facility [Line Items]
Interest rate added to LIBOR rate		3.50%
LIBOR | Revolving Credit Facility
Line Of Credit Facility [Line Items]
Interest rate added to LIBOR rate		2.50%
Term Loan Facility Amendment Six | Alternate Base Rate | Term B-3 Loan
Line Of Credit Facility [Line Items]
Interest rate added to LIBOR rate	5.75%
Term Loan Facility Amendment Six | LIBOR | Term B-3 Loan
Line Of Credit Facility [Line Items]
Interest rate added to LIBOR rate	6.75%

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Debt - Scheduled Maturities with Respect to Amended Term Loan Facility (Detail) $ in Thousands	Sep. 30, 2016 USD ($)
Debt Disclosure [Abstract]
2016	$ 1,120
2017	4,480
2018	4,480
2019	427,345
Total	$ 437,425

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Related Party Transactions - Effect of Related Party Transactions (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Related Party Transaction [Line Items]
Revenue	$ 1,435	$ 3,281	$ 9,182	$ 3,893
Selling, general and administrative expenses	1,058	891	3,720	3,376
Interest expense	143	51	245	152
Affiliated Entity
Related Party Transaction [Line Items]
Revenue	1,435	3,281	9,182	3,893
Cost of goods sold (exclusive of depreciation)	3,075	2,988	13,329	13,323
Selling, general and administrative expenses	1,058	891	3,720	3,376
Interest expense	$ 143	$ 51	$ 245	$ 152

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Related Party Transactions - Effect of Related Party Transactions, Amounts Represented in Selling, General and Administrative Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Related Party Transaction [Line Items]
Selling, general and administrative expenses—related party	$ 1,058	$ 891	$ 3,720	$ 3,376
Material Effects
Related Party Transaction [Line Items]
Selling, general and administrative expenses—related party	1,058	891	3,720	3,376
Material Effects | OCI GP LLC
Related Party Transaction [Line Items]
Selling, general and administrative expenses—related party	758	570	2,607	2,404
Material Effects | OCI Nitrogen B.V.
Related Party Transaction [Line Items]
Selling, general and administrative expenses—related party	0	25	13	43
Material Effects | OCI Personnel B.V.
Related Party Transaction [Line Items]
Selling, general and administrative expenses—related party	156	163	449	475
Material Effects | Contrack International Inc.
Related Party Transaction [Line Items]
Selling, general and administrative expenses—related party	145	123	567	426
Material Effects | OCI Fertilizer B.V.
Related Party Transaction [Line Items]
Selling, general and administrative expenses—related party	(1)	10	40	28
Material Effects | OCI Fertilizers Trade & Supply B.V.
Related Party Transaction [Line Items]
Selling, general and administrative expenses—related party	$ 0	$ 0	$ 44	$ 0

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Related Party Transactions - Additional Information (Detail) - USD ($)					1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended
	May 12, 2015	Apr. 17, 2015	Nov. 10, 2014	Nov. 27, 2013	Oct. 31, 2013	Sep. 30, 2016	Sep. 30, 2015	Jun. 30, 2016	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Related Party Transaction [Line Items]
Cost of goods sold (exclusive of depreciation)						$ 48,250,000	$ 52,109,000		$ 132,843,000	$ 121,788,000
Selling, general and administrative expense						3,447,000	5,193,000		16,348,000	15,165,000
Accounts payable, related parties						304,000	0		304,000	0
Selling, general and administrative expenses—related party						1,058,000	891,000		3,720,000	3,376,000
Accounts receivable distribution to Partnership									404,000	222,000
Cash paid during the period for interest, net of amount capitalized – related party									0	220,000
Interest expense—related party						143,000	51,000		245,000	152,000
Accrued interest—related party						143,000			143,000		$ 203,000
Revenue						1,435,000	3,281,000		9,182,000	3,893,000
Accounts receivable—related party						373,000			373,000		5,180,000
Total amount of capital contribution from subsidiary									0	60,000,000
Construction Agreement with Orascom E&C USA Inc
Related Party Transaction [Line Items]
Costs incurred under contract						0			$ 0
Construction rate fixed fees percentage									9.00%
Construction and development costs							0			953,000
Due to Related Parties						0			$ 0		0
Intercompany Equity Commitment Agreement
Related Party Transaction [Line Items]
Common units held by OCIP Holding			65,995,372
Percentage of stake in partnership			79.04%
OCI GP LLC | Omnibus Agreement
Related Party Transaction [Line Items]
Costs incurred under contract						3,832,000	3,558,000		15,935,000	15,727,000
Cost of goods sold (exclusive of depreciation)						3,075,000	2,988,000		13,329,000	13,323,000
Selling, general and administrative expense						758,000	570,000		2,607,000	2,404,000
Accounts payable, related parties						2,688,000			2,688,000		1,522,000
OCI Nitrogen BV And OCI Personnel BV And Contrack International Inc
Related Party Transaction [Line Items]
Selling, general and administrative expenses—related party						300,000	322,000		1,113,000	972,000
OCI Nitrogen BV And OCI Personnel BV And Contrack International Inc | Omnibus Agreement
Related Party Transaction [Line Items]
Accounts payable, related parties						1,346,000			1,346,000		1,394,000
OCI USA Inc.
Related Party Transaction [Line Items]
Capital distributions					$ 56,700,000
Accounts receivable distribution to Partnership					35,616,000
OCI USA Inc. | Related Party Assets
Related Party Transaction [Line Items]
Accounts receivable distribution to Partnership					8,056,000
OCI USA Inc. | Trade Receivables
Related Party Transaction [Line Items]
Capital distributions						37,000	59,000		404,000	222,000
Accounts receivable distribution to Partnership					$ 27,560,000
OCI USA Inc. | Omnibus Agreement
Related Party Transaction [Line Items]
Accounts payable, related parties						9,607,000			$ 9,607,000		9,707,000
OCI USA Inc. | Intercompany Equity Commitment Agreement | Maximum
Related Party Transaction [Line Items]
Equity contributions commitment amount				$ 100,000,000
OCI Fertilizers USA LLC
Related Party Transaction [Line Items]
Accounts payable, related parties								$ 304,000
Cash paid during the period for interest, net of amount capitalized – related party								$ 304,000
Related party sale agreement expiration date									May 31, 2017
Agreement cancellation period with notice									90 days
Description of related party sale agreement terms and manner of settlement									Under the terms of the agreement, OCI Fertilizers USA is paid a 1.5% commission of the sales price to third parties.
Commission percentage of sales price to third parties, percent	1.50%
Revenue						1,435,000	3,281,000		$ 5,918,000	3,893,000
Accounts receivable—related party						373,000			373,000		660,000
OCI Fertilizers Trade & Supply B.V.
Related Party Transaction [Line Items]
Revenue						0	$ 0		3,265,000	$ 0
Accounts receivable, related parties						$ 0			$ 0		$ 4,208,000
OCIUSA | Intercompany Equity Commitment Agreement
Related Party Transaction [Line Items]
Total amount of capital contribution from subsidiary			$ 60,000,000
Common units issued by partnership			2,995,372
Price per common unit (in USD per share)			$ 20.0309
Threshold trading period for trading price calculation			20 days
OCIP Holding
Related Party Transaction [Line Items]
Total amount of capital contribution from subsidiary		$ 60,000,000
Common units issued by partnership		3,502,218
Threshold trading period for trading price calculation		21 days
Common units held by OCIP Holding		69,497,590
Percentage of stake in partnership		79.88%
Amount of capital contribution from subsidiary, intercompany equity commitment		$ 40,000,000
Amount of capital contribution from subsidiary, cash contribution		$ 20,000,000
OCIP Holding | Weighted Average
Related Party Transaction [Line Items]
Price per common units issued (In USD per Unit)		$ 17.132

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Significant Customers - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2016
Risks and Uncertainties [Abstract]
Significant customers benchmark	customers accounted for 10% or more of the Partnership’s revenues

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Significant Customers - Schedule of Customers Accounting for 10% or More of OCIP's Revenues (Detail) - Customer Concentration Risk - Revenues	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Methanex
Concentration Risk [Line Items]
Percentage of Revenues	37.00%	29.00%	33.00%	34.00%
Koch
Concentration Risk [Line Items]
Percentage of Revenues	21.00%	34.00%	25.00%	26.00%
PCI Nitrogen, LLC (fka Rentech)
Concentration Risk [Line Items]
Percentage of Revenues	12.00%	12.00%	15.00%	19.00%
Lucite International
Concentration Risk [Line Items]
Percentage of Revenues			8.00%	11.00%

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Retention Bonus Plan - Additional information (Detail) $ in Thousands	1 Months Ended		9 Months Ended	12 Months Ended
	Jan. 31, 2016 USD ($)	Jan. 31, 2015 USD ($)	Sep. 30, 2016 bonus	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Compensation Related Costs [Abstract]
Number of retention bonuses | bonus			2
Monthly salary multiple			300.00%
Retention bonus plan, description			Each non-executive employee is eligible to receive up to two retention bonuses, pursuant to this plan. Each retention bonus equals three times the employee’s base monthly salary or wages in effect on the applicable retention bonus payment date.
Retention bonus accrued				$ 2,738	$ 2,190
Retention Bonus Paid	$ 2,738	$ 2,190

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Commitments, Contingencies and Legal Proceedings - Additional Information (Detail) - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Operating expenditures for environmental fines, penalties, or government-imposed remedial or corrective actions	$ 0	$ 0

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Earnings per Limited Partner Unit - Computation of Basic and Diluted Earnings per Limited Partner Unit (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Earnings Per Share [Abstract]
Net income (loss)	$ (11,697)	$ 23,143	$ (33,199)	$ 37,513
Basic and diluted weighted average number of limited partner units outstanding (in shares)	86,997,590	86,997,590	86,997,590	85,624,926
Basic and diluted net income (loss) per limited partner unit (in USD per share)	$ (0.13)	$ 0.27	$ (0.38)	$ 0.44

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Distributions - Schedule of Cash Distributions to Unitholders (Detail) - USD ($)	3 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Equity [Abstract]
Distribution Per Common Unit	$ 0	$ 0	$ 0.06	$ 0.32	$ 0.41	$ 0	$ 0	$ 0.33
Total Cash Distribution	$ 0	$ 0	$ 5,219,000	$ 27,839,000	$ 35,669,000	$ 0	$ 0	$ 27,553,000
Date of Record			Jun. 24, 2016	Mar. 30, 2016	Nov. 30, 2015			Mar. 26, 2015
Date of Distribution			Jul. 08, 2016	Apr. 08, 2016	Dec. 17, 2015			Apr. 10, 2015