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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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35-2451470
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Item 1.
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Combined and Consolidated Financial Statements
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2014
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2013
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2014
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2013
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||||||||
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(Dollars and units in millions, except per unit amounts)
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||||||||||||||
Revenues
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||||||||
Sales and other operating revenue
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$
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158.7
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$
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162.0
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$
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480.8
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$
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514.6
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Costs and operating expenses
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||||||||
Cost of products sold and operating expenses
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115.3
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118.9
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353.5
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383.3
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||||
Selling, general and administrative expenses
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5.1
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7.4
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16.4
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16.5
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||||
Depreciation and amortization expense
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10.2
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8.3
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30.1
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23.5
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||||
Total costs and operating expenses
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130.6
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134.6
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400.0
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423.3
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||||
Operating income
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28.1
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27.4
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80.8
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91.3
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||||
Interest expense, net
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6.8
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2.8
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30.1
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12.3
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||||
Income before income tax expense
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21.3
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24.6
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|
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50.7
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79.0
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||||
Income tax expense
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0.5
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0.1
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1.0
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4.2
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Net income
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20.8
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24.5
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49.7
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74.8
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||||
Less: Net income attributable to noncontrolling interests
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0.6
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10.8
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15.1
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30.0
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||||
Net income attributable to SunCoke Energy Partners, L.P./Predecessor
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20.2
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13.7
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34.6
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44.8
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||||
Less: Predecessor net income prior to initial public offering on January 24, 2013
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—
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—
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—
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3.5
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||||
Net income attributable to SunCoke Energy Partners, L.P. subsequent to initial public offering
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$
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20.2
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$
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13.7
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$
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34.6
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$
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41.3
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General partner's interest in net income
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$
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0.7
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$
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0.3
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$
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1.4
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$
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0.9
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Limited partners' interest in net income
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$
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19.5
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$
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13.4
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$
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33.2
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$
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40.4
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Net income per common unit (basic and diluted)
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$
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0.52
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$
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0.43
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$
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1.01
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$
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1.29
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Net income per subordinated unit (basic and diluted)
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$
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0.52
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$
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0.43
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$
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0.89
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$
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1.29
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Weighted average common units outstanding (basic and diluted)
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21.7
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15.7
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19.0
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15.7
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Weighted average subordinated units outstanding (basic and diluted)
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15.7
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15.7
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15.7
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15.7
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Cash distribution per unit paid during period
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$
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0.5150
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$
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0.4225
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$
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1.4900
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$
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0.7296
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September 30, 2014
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December 31, 2013
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(Unaudited)
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(Dollars in millions)
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Assets
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||||||
Cash and cash equivalents
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$
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26.9
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$
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46.3
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Receivables
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26.2
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20.2
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Receivables from affiliates, net
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0.8
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6.4
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Inventories
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71.2
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59.3
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Other current assets
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2.0
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1.7
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Total current assets
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127.1
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133.9
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Properties, plants and equipment, net
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894.3
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871.1
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Goodwill and other intangible assets, net
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15.3
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16.0
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Deferred charges and other assets
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14.1
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6.5
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Total assets
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$
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1,050.8
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$
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1,027.5
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Liabilities and Equity
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Accounts payable
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$
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46.7
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$
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58.7
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Accrued liabilities
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6.5
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6.4
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Short-term debt
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—
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40.0
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Interest payable
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4.9
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4.6
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Total current liabilities
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58.1
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109.7
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Long-term debt
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412.0
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149.7
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Deferred income taxes
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3.7
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2.8
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Other deferred credits and liabilities
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1.1
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0.6
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Total liabilities
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474.9
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262.8
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Equity
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Held by public:
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Common units (issued and outstanding 16,788,408 and 13,503,456 units at September 30, 2014 and December 31, 2013, respectively)
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238.8
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240.8
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Held by parent:
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Common units (issued and outstanding 4,904,752 and 2,209,697 units at September 30, 2014 and December 31, 2013, respectively)
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113.8
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41.0
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Subordinated units (issued and outstanding 15,709,697 units at September 30, 2014 and December 31, 2013)
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203.4
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290.4
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General partner interest (2% interest)
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8.9
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8.3
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Partners' capital attributable to SunCoke Energy Partners, L.P.
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564.9
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580.5
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Noncontrolling interest
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11.0
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184.2
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Total equity
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575.9
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764.7
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Total liabilities and partners' net equity
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$
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1,050.8
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$
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1,027.5
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Nine Months Ended September 30,
|
||||||
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2014
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2013
|
||||
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||||
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(Dollars in millions)
|
||||||
Cash Flows from Operating Activities:
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|
||||
Net income
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$
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49.7
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$
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74.8
|
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Adjustments to reconcile net income to net cash provided by operating activities:
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|
||||
Depreciation and amortization expense
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30.1
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23.5
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Deferred income tax expense
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0.9
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3.9
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Loss on debt extinguishment
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15.4
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—
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|
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Changes in working capital pertaining to operating activities:
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|
||||
Receivables
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(6.0
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)
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(33.2
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)
|
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Receivables from affiliate, net
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5.6
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—
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Inventories
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(11.9
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)
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8.0
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Accounts payable
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(12.0
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)
|
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—
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||
Accrued liabilities
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0.1
|
|
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(13.5
|
)
|
||
Interest payable
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0.3
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|
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1.8
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Other
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(0.7
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)
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4.4
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|
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Net cash provided by operating activities
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71.5
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69.7
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|
||
Cash Flows from Investing Activities:
|
|
|
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|
||||
Capital expenditures
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(53.1
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)
|
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(20.4
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)
|
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Acquisition of business
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—
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|
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(28.6
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)
|
||
Net cash used in investing activities
|
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(53.1
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)
|
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(49.0
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)
|
||
Cash Flows from Financing Activities:
|
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|
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|
||||
Proceeds from issuance of common units of SunCoke Energy Partners, L.P., net of offering costs
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90.5
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231.8
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Proceeds from issuance of long-term debt
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268.1
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150.0
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|
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Repayment of long-term debt, including market premium
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(276.3
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)
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(225.0
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)
|
||
Debt issuance costs
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(5.8
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)
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(6.8
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)
|
||
Proceeds from revolving credit facility
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40.0
|
|
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—
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|
||
Repayment of revolving facility
|
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(80.0
|
)
|
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—
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|
||
Distributions to unitholders (public and parent)
|
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(54.2
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)
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(23.3
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)
|
||
Distributions to noncontrolling interest (SunCoke Energy, Inc.)
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(20.4
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)
|
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(69.5
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)
|
||
Capital contributions from SunCoke Energy Partners GP LLC
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0.3
|
|
|
0.6
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|
||
Net cash (used in) provided by financing activities
|
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(37.8
|
)
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57.8
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|
||
Net (decrease) increase in cash and cash equivalents
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(19.4
|
)
|
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78.5
|
|
||
Cash and cash equivalents at beginning of period
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46.3
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|
|
—
|
|
||
Cash and cash equivalents at end of period
|
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$
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26.9
|
|
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$
|
78.5
|
|
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Common
- Public |
|
Common
- SunCoke |
|
Subordinated
- SunCoke |
|
General Partner
- SunCoke |
|
Noncontrolling Interest
|
|
Total
|
||||||||||||
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(Dollars in millions)
|
|||||||||||||||||||||||
At December 31, 2013
|
|
$
|
240.8
|
|
|
$
|
41.0
|
|
|
$
|
290.4
|
|
|
$
|
8.3
|
|
|
$
|
184.2
|
|
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$
|
764.7
|
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Partnership net income
|
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14.6
|
|
|
3.6
|
|
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15.0
|
|
|
1.4
|
|
|
15.1
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|
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49.7
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|
||||||
Distribution to unitholders
|
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(23.4
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)
|
|
(6.0
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)
|
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(23.4
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)
|
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(1.4
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)
|
|
—
|
|
|
(54.2
|
)
|
||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
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(17.0
|
)
|
|
(17.0
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)
|
||||||
Proceeds from equity issuance to public unitholders
|
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90.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90.5
|
|
||||||
Acquisition of additional interest in Haverhill and Middletown:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuances of units
|
|
—
|
|
|
80.0
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
83.3
|
|
||||||
Cash payment
|
|
(1.6
|
)
|
|
(0.2
|
)
|
|
(1.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(3.4
|
)
|
||||||
Adjustments to equity related to the acquisition
|
|
(82.1
|
)
|
|
(4.6
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)
|
|
(77.1
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)
|
|
(2.9
|
)
|
|
(171.3
|
)
|
|
(338.0
|
)
|
||||||
Capital contribution
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||||
At September 30, 2014
|
|
$
|
238.8
|
|
|
$
|
113.8
|
|
|
$
|
203.4
|
|
|
$
|
8.9
|
|
|
$
|
11.0
|
|
|
$
|
575.9
|
|
|
Three months ended
|
|
Nine months ended
|
||||
|
September 30, 2014
|
||||||
|
(Dollars in millions)
|
||||||
Net income attributable to SunCoke Energy Partners, L.P.
|
$
|
20.2
|
|
|
$
|
34.6
|
|
Change in SunCoke Energy Partners, L.P. partnership equity for the purchase of an additional 33.0 percent interest in Haverhill and Middletown
|
—
|
|
|
(170.1
|
)
|
||
Change from net income attributable to SunCoke Energy Partners, L.P. and transfers to noncontrolling interest
|
$
|
20.2
|
|
|
$
|
(135.5
|
)
|
•
|
first
,
98 percent
to the holders of common units and
2 percent
to our general partner, until each common unit has received the minimum quarterly distribution of
$0.412500
plus any arrearages from prior quarters;
|
•
|
second,
98 percent
to the holders of subordinated units and
2 percent
to our general partner, until each subordinated unit has received the minimum quarterly distribution of
$0.412500
; and
|
•
|
third,
98 percent
to all unitholders, pro rata, and
2 percent
to our general partner, until each unit has received a distribution of
$0.474375
.
|
|
Total Quarterly Distribution Per Unit Target Amount
|
|
Marginal Percentage
Interest in Distributions
|
||||
|
Unitholders
|
|
General Partner
|
||||
Minimum Quarterly Distribution
|
$0.412500
|
|
98%
|
|
2%
|
||
First Target Distribution
|
above $0.412500
|
|
up to $0.474375
|
|
98%
|
|
2%
|
Second Target Distribution
|
above $0.474375
|
|
up to $0.515625
|
|
85%
|
|
15%
|
Third Target Distribution
|
above $0.515625
|
|
up to $0.618750
|
|
75%
|
|
25%
|
Thereafter
|
above $0.618750
|
|
50%
|
|
50%
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
(Dollars in millions, except per unit amounts)
|
||||||||||||||
General partner's distributions:
|
|
|
|
|
|
|
|
|
||||||||
General partner's distributions
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.9
|
|
|
$
|
0.8
|
|
General partner's incentive distribution rights
|
|
0.4
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
||||
Total general partner's distributions
|
|
0.7
|
|
|
0.3
|
|
|
1.7
|
|
|
0.8
|
|
||||
Limited partners' distributions:
|
|
|
|
|
|
|
|
|
||||||||
Common
|
|
11.5
|
|
|
6.8
|
|
|
30.5
|
|
|
18.2
|
|
||||
Subordinated
|
|
8.3
|
|
|
6.8
|
|
|
24.3
|
|
|
18.2
|
|
||||
Total limited partners' distributions
|
|
19.8
|
|
|
13.6
|
|
|
54.8
|
|
|
36.4
|
|
||||
Total Cash Distributions
|
|
$
|
20.5
|
|
|
$
|
13.9
|
|
|
$
|
56.5
|
|
|
$
|
37.2
|
|
Cash distributions per unit applicable to limited partners
|
|
$
|
0.5275
|
|
|
$
|
0.4325
|
|
|
$
|
1.5425
|
|
|
$
|
1.6210
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
(Dollars and units in millions, except per unit amounts)
|
||||||||||||||
Net income attributable to partners
|
|
$
|
20.2
|
|
|
$
|
13.7
|
|
|
$
|
34.6
|
|
|
$
|
41.3
|
|
General partner's distributions (including incentive distribution rights)
|
|
0.7
|
|
|
0.3
|
|
|
1.7
|
|
|
0.8
|
|
||||
Limited partners' distributions on common units
|
|
11.5
|
|
|
6.8
|
|
|
30.5
|
|
|
18.2
|
|
||||
Limited partners' distributions on subordinated units
|
|
8.3
|
|
|
6.8
|
|
|
24.3
|
|
|
18.2
|
|
||||
Distributions (greater than) less than earnings
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(21.9
|
)
|
|
4.1
|
|
||||
General partner's earnings:
|
|
|
|
|
|
|
|
|
||||||||
Distributions (including incentive distribution rights)
|
|
0.7
|
|
|
0.3
|
|
|
1.7
|
|
|
0.8
|
|
||||
Allocation of distributions (greater than) less than earnings
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.1
|
|
||||
Total general partner's earnings
|
|
0.7
|
|
|
0.3
|
|
|
1.3
|
|
|
0.9
|
|
||||
Limited partners' earnings on common units:
|
|
|
|
|
|
|
|
|
||||||||
Distributions
|
|
11.5
|
|
|
6.8
|
|
|
30.5
|
|
|
18.2
|
|
||||
Allocation of distributions (greater than) less than earnings
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(12.3
|
)
|
|
2.0
|
|
||||
Total limited partners' earnings on common units
|
|
11.3
|
|
|
6.7
|
|
|
18.2
|
|
|
20.2
|
|
||||
Limited partners' earnings on subordinated units:
|
|
|
|
|
|
|
|
|
||||||||
Distributions
|
|
8.3
|
|
|
6.8
|
|
|
24.3
|
|
|
18.2
|
|
||||
Allocation of distributions (greater than) less than earnings
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(9.2
|
)
|
|
2.0
|
|
||||
Total limited partners' earnings on subordinated units
|
|
8.2
|
|
|
6.7
|
|
|
15.1
|
|
|
20.2
|
|
||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Common - basic and diluted
|
|
21.7
|
|
|
15.7
|
|
|
19.0
|
|
|
15.7
|
|
||||
Subordinated - basic and diluted
|
|
15.7
|
|
|
15.7
|
|
|
15.7
|
|
|
15.7
|
|
||||
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
||||||||
Common - basic and diluted
|
|
$
|
0.52
|
|
|
$
|
0.43
|
|
|
$
|
1.01
|
|
|
$
|
1.29
|
|
Subordinated - basic and diluted
|
|
$
|
0.52
|
|
|
$
|
0.43
|
|
|
$
|
0.89
|
|
|
$
|
1.29
|
|
|
|
Nine Months Ended September 30,
|
|
|
SunCoke Energy Partners, L.P.
Predecessor |
|
SunCoke Energy Partners, L.P.
|
||||||||||
|
|
|
|
|
Period from January 1, 2013 to January 23, 2013
|
|
Period from January 24, 2013 to September 30, 2013
|
||||||||||
|
|
2014
|
|
2013
|
|
|
|
||||||||||
Revenues
|
|
(Dollars in millions)
|
|||||||||||||||
Sales and other operating revenue
|
|
$
|
480.8
|
|
|
$
|
514.6
|
|
|
|
$
|
47.6
|
|
|
$
|
467.0
|
|
Costs and operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of products sold and operating expenses
|
|
353.5
|
|
|
383.3
|
|
|
|
36.8
|
|
|
346.5
|
|
||||
Selling, general and administrative expenses
|
|
16.4
|
|
|
16.5
|
|
|
|
1.1
|
|
|
15.4
|
|
||||
Depreciation and amortization expense
|
|
30.1
|
|
|
23.5
|
|
|
|
1.9
|
|
|
21.6
|
|
||||
Total costs and operating expenses
|
|
400.0
|
|
|
423.3
|
|
|
|
39.8
|
|
|
383.5
|
|
||||
Operating income
|
|
80.8
|
|
|
91.3
|
|
|
|
7.8
|
|
|
83.5
|
|
||||
Interest expense, net
|
|
30.1
|
|
|
12.3
|
|
|
|
0.6
|
|
|
11.7
|
|
||||
Income before income tax expense
|
|
50.7
|
|
|
79.0
|
|
|
|
7.2
|
|
|
71.8
|
|
||||
Income tax expense
|
|
1.0
|
|
|
4.2
|
|
|
|
3.7
|
|
|
0.5
|
|
||||
Net income
|
|
49.7
|
|
|
74.8
|
|
|
|
$
|
3.5
|
|
|
$
|
71.3
|
|
||
Less: Net income attributable to noncontrolling interests
|
|
15.1
|
|
|
30.0
|
|
|
|
|
|
|
||||||
Net income attributable to SunCoke Energy Partners, L.P./Predecessor
|
|
34.6
|
|
|
44.8
|
|
|
|
|
|
|
||||||
Less: Predecessor net income prior to initial public offering on January 24, 2013
|
|
—
|
|
|
3.5
|
|
|
|
|
|
|
||||||
Net income attributable to SunCoke Energy Partners, L.P. subsequent to initial public offering
|
|
$
|
34.6
|
|
|
$
|
41.3
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
(Dollars and units in millions)
|
||||||||||||||
Net income attributable to partners
|
|
$
|
20.2
|
|
|
$
|
13.7
|
|
|
$
|
34.6
|
|
|
$
|
41.3
|
|
General partner's incentive distribution rights
|
|
0.4
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
||||
|
|
19.8
|
|
|
13.7
|
|
|
33.8
|
|
|
41.3
|
|
||||
General partner's ownership interest
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
||||
General partner's allocated interest in net income
|
|
0.3
|
|
|
0.3
|
|
|
0.6
|
|
|
0.9
|
|
||||
General partner's incentive distribution rights
|
|
0.4
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
||||
Total general partner's interest in net income
|
|
$
|
0.7
|
|
|
$
|
0.3
|
|
|
$
|
1.4
|
|
|
$
|
0.9
|
|
Common - public unitholder's interest in net income
|
|
$
|
8.7
|
|
|
$
|
5.8
|
|
|
$
|
14.6
|
|
|
$
|
17.3
|
|
Common - SunCoke interest in net income
|
|
2.6
|
|
|
0.9
|
|
|
3.6
|
|
|
2.9
|
|
||||
Subordinated - SunCoke interest in net income
|
|
8.2
|
|
|
6.7
|
|
|
15.0
|
|
|
20.2
|
|
||||
Total limited partners' interest in net income
|
|
$
|
19.5
|
|
|
$
|
13.4
|
|
|
$
|
33.2
|
|
|
$
|
40.4
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
|
|
(Dollars in millions)
|
||||||
Coal
|
|
$
|
42.4
|
|
|
$
|
33.1
|
|
Coke
|
|
6.1
|
|
|
4.1
|
|
||
Material, supplies, and other
|
|
22.7
|
|
|
22.1
|
|
||
Total inventories
|
|
$
|
71.2
|
|
|
$
|
59.3
|
|
•
|
Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.
|
•
|
Level 2—inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.
|
•
|
Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
(Dollars in millions)
|
||||||||||||||
Sales and other operating revenue:
|
|
|
|
|
|
|
|
|
||||||||
Domestic Coke
|
|
$
|
146.5
|
|
|
$
|
160.9
|
|
|
$
|
442.6
|
|
|
$
|
513.5
|
|
Coal Logistics
|
|
12.2
|
|
|
1.1
|
|
|
38.2
|
|
|
1.1
|
|
||||
Coal Logistics intersegment sales
|
|
1.4
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
||||
Elimination of intersegment Sales
|
|
(1.4
|
)
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
||||
Total Sales and other operating revenue
|
|
$
|
158.7
|
|
|
$
|
162.0
|
|
|
$
|
480.8
|
|
|
$
|
514.6
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Domestic Coke
|
|
$
|
36.0
|
|
|
$
|
38.7
|
|
|
$
|
105.7
|
|
|
$
|
119.1
|
|
Coal Logistics
|
|
3.8
|
|
|
0.7
|
|
|
10.9
|
|
|
0.7
|
|
||||
Corporate and Other
|
|
(1.5
|
)
|
|
(3.7
|
)
|
|
(5.7
|
)
|
|
(5.6
|
)
|
||||
Total Adjusted EBITDA
|
|
$
|
38.3
|
|
|
$
|
35.7
|
|
|
$
|
110.9
|
|
|
$
|
114.2
|
|
Depreciation and amortization expense:
|
|
|
|
|
|
|
|
|
||||||||
Domestic Coke
|
|
$
|
8.2
|
|
|
$
|
8.1
|
|
|
$
|
24.5
|
|
|
$
|
23.3
|
|
Coal Logistics
|
|
2.0
|
|
|
0.2
|
|
|
5.6
|
|
|
0.2
|
|
||||
Total Depreciation and amortization expense
|
|
$
|
10.2
|
|
|
$
|
8.3
|
|
|
$
|
30.1
|
|
|
$
|
23.5
|
|
Capital expenditures:
|
|
|
|
|
|
|
|
|
||||||||
Domestic Coke
|
|
$
|
18.5
|
|
|
$
|
9.9
|
|
|
$
|
51.1
|
|
|
$
|
20.4
|
|
Coal Logistics
|
|
1.2
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
||||
Total Capital expenditures
|
|
$
|
19.7
|
|
|
$
|
9.9
|
|
|
$
|
53.1
|
|
|
$
|
20.4
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
|
|
(Dollars in millions)
|
||||||
Segment assets:
|
|
|
|
|
||||
Domestic Coke
|
|
$
|
917.9
|
|
|
$
|
884.2
|
|
Coal Logistics
|
|
118.7
|
|
|
120.6
|
|
||
Corporate and Other
|
|
14.2
|
|
|
22.7
|
|
||
Total Assets
|
|
$
|
1,050.8
|
|
|
$
|
1,027.5
|
|
•
|
does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
|
•
|
does not reflect changes in, or cash requirement for, working capital needs;
|
•
|
does not reflect our interest expense, or the cash requirements necessary to service interest on or principal payments of our debt;
|
•
|
does not reflect certain other non-cash income and expenses;
|
•
|
excludes income taxes that may represent a reduction in available cash; and
|
•
|
includes net income attributable to noncontrolling interests.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
SunCoke Energy Partners, L.P.
Predecessor |
|
SunCoke Energy Partners, L.P.
|
||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|
Period from January 1, 2013 to January 23, 2013
|
|
Period from January 24, 2013 to September 30, 2013
|
||||||||||||
|
|
(Dollars in millions)
|
|||||||||||||||||||||||
Adjusted EBITDA attributable to SunCoke Energy Partners, L.P./Predecessor
|
|
$
|
37.6
|
|
|
$
|
22.1
|
|
|
$
|
92.0
|
|
|
$
|
75.9
|
|
|
|
$
|
9.7
|
|
|
$
|
66.2
|
|
Add: Adjusted EBITDA attributable to noncontrolling interest
(1)
|
|
0.7
|
|
|
13.6
|
|
|
18.9
|
|
|
38.3
|
|
|
|
—
|
|
|
38.3
|
|
||||||
Adjusted EBITDA
|
|
$
|
38.3
|
|
|
$
|
35.7
|
|
|
$
|
110.9
|
|
|
$
|
114.2
|
|
|
|
$
|
9.7
|
|
|
$
|
104.5
|
|
Subtract:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization expense
|
|
10.2
|
|
|
8.3
|
|
|
30.1
|
|
|
23.5
|
|
|
|
1.9
|
|
|
21.6
|
|
||||||
Interest expense, net
|
|
6.8
|
|
|
2.8
|
|
|
30.1
|
|
|
12.3
|
|
|
|
0.6
|
|
|
11.7
|
|
||||||
Income tax expense
|
|
0.5
|
|
|
0.1
|
|
|
1.0
|
|
|
4.2
|
|
|
|
3.7
|
|
|
0.5
|
|
||||||
Sales discounts provided to customers due to sharing of nonconventional fuel tax credits
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
|
—
|
|
|
(0.6
|
)
|
||||||
Net income
|
|
$
|
20.8
|
|
|
$
|
24.5
|
|
|
$
|
49.7
|
|
|
$
|
74.8
|
|
|
|
$
|
3.5
|
|
|
$
|
71.3
|
|
(1)
|
Reflects net income attributable to noncontrolling interest adjusted for noncontrolling interest share of interest, taxes, income, depreciation and amortization expense.
|
(2)
|
At December 31, 2012, we had
$12.4 million
in accrued sales discounts to be paid to a customer at our Haverhill facility. During the first quarter of 2013, we settled this obligation for
$11.8 million
which resulted in a gain of
$0.6 million
. The gain was recorded in sales and other operating revenue on our Combined and Consolidated Statement of Income. Sales discounts are related to nonconventional fuel tax credits, which expired in 2012.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
(Dollars in millions)
|
||||||||||||||
Cokemaking revenues
|
|
$
|
135.2
|
|
|
$
|
149.6
|
|
|
$
|
407.6
|
|
|
$
|
480.2
|
|
Energy revenues
|
|
11.3
|
|
|
11.3
|
|
|
35.0
|
|
|
33.3
|
|
||||
Coal logistics revenues
|
|
12.2
|
|
|
1.1
|
|
|
38.2
|
|
|
1.1
|
|
||||
Total revenues
|
|
$
|
158.7
|
|
|
$
|
162.0
|
|
|
$
|
480.8
|
|
|
$
|
514.6
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Facility
|
|
Location
|
|
Coke
Customer
|
|
Year of
Start Up
|
|
Contract
Expiration
|
|
Number of
Coke Ovens
|
|
Annual Cokemaking
Capacity
(thousands of tons)
|
|
Use of Waste Heat
|
||
Haverhill 1
|
|
Franklin Furnace, Ohio
|
|
ArcelorMittal
|
|
2005
|
|
2020
|
|
100
|
|
|
550
|
|
|
Process steam
|
Haverhill 2
|
|
Franklin Furnace, Ohio
|
|
AK Steel
|
|
2008
|
|
2022
|
|
100
|
|
|
550
|
|
|
Power generation
|
Middletown
(1)
|
|
Middletown, Ohio
|
|
AK Steel
|
|
2011
|
|
2032
|
|
100
|
|
|
550
|
|
|
Power generation
|
Total
|
|
|
|
|
|
|
|
|
|
300
|
|
|
1,650
|
|
|
|
(1)
|
Cokemaking capacity represents stated capacity for the production of blast furnace coke. The Middletown coke sales agreement provides for coke sales on a “run of oven” basis, which includes both blast furnace coke and small coke. Middletown capacity on a “run of oven” basis is
578 thousand
tons per year.
|
•
|
Cokemaking Drop-Down acquisition and related financing transactions
|
•
|
Equity Distribution Agreement
|
•
|
Total revenues decreased
$3.3 million
, or
2.0 percent
, to
$158.7 million
in the
three months ended September 30, 2014
primarily due to the pass-through of lower coal prices and lower coke sales volumes in our Domestic Coke segment partially offset by
$11.1 million
of additional revenues from our Coal Logistics segment acquired during the second half of 2014.
|
•
|
Net income attributable to unitholders increased
$6.5 million
for the
three months ended September 30, 2014
, to
$20.2 million
compared with the
three months ended September 30, 2013
. This increase is mainly attributable to the increased ownership interest in our cokemaking facilities and the contribution of the Coal Logistics segment.
|
•
|
Adjusted EBITDA was
$38.3 million
in the third quarter of 2014 compared to
$35.7 million
for the same period in 2013. The increase in Adjusted EBITDA of $2.6 million was driven primarily by the increase in the Coal Logistics segment Adjusted EBITDA of
$3.1 million
, offset by lower volumes in our cokemaking operations.
|
•
|
Coal Logistics.
On August 30 and October 1, 2013, the Partnership acquired Lake Terminal and KRT, respectively. The results of these newly acquired facilities have been included in the Consolidated Financial Statements since the dates of acquisition and are presented in the Coal Logistics segment. Coal Logistics reported revenues of
$13.6 million
for the
three months ended September 30, 2014
, of which
$1.4 million
were intercompany revenues, and
$41.7 million
for the
nine months ended September 30, 2014
, of which
$3.5 million
were intercompany. Adjusted EBITDA was
$3.8 million
and
$10.9 million
and Adjusted EBITDA per ton handled was
$0.80
and
$0.74
for the
three and nine months ended September 30, 2014
, respectively. During both the
three and nine months ended September 30, 2013
, Coal Logistics included only one month of operations at Lake Terminal resulting in revenues of
$1.1 million
and Adjusted EBITDA of
$0.7 million
.
|
•
|
Interest Expense, net.
Interest expense, net was
$6.8 million
and
$2.8 million
for the
three months ended September 30, 2014
and
2013
, respectively, and
$30.1 million
and
$12.3 million
for the
nine months ended September 30, 2014
and
2013
, respectively. The third quarter of 2014 was impacted by interest expense on the
|
•
|
Income Tax Expense.
Income tax expense decreased
$3.2 million
to
$1.0 million
for the
nine months ended September 30, 2014
, compared to
$4.2 million
for the corresponding period of
2013
. Following the IPO, the Partnership is not subject to federal or state income taxes. Earnings from our Middletown operations, however, are subject to a local income tax, which is reflected in both periods.
The
nine months ended September 30, 2013
included additional expense of $0.6 million related to prior period adjustments associated with local income taxes due for our Middletown operations and a $0.3 million adjustment to our valuation allowance associated with a local income tax net operating loss carryforward. We do not expect local income tax to affect our cash distribution as we do not expect to pay cash taxes until 2017.
|
•
|
Noncontrolling Interest.
Net Income attributable to noncontrolling interest was
$0.6 million
and
$10.8 million
for the
three months ended September 30, 2014
and
2013
, respectively and was
$15.1 million
and
$30.0 million
for the
nine months ended September 30, 2014
and
2013
, respectively. These decreases were primarily the result of the Drop-Down transaction on May 9, 2014, which increased our ownership of Haverhill and Middletown ownership by an additional
33.0 percent
, from
65.0 percent
to
98.0 percent
. SunCoke continues to hold the remaining
2.0 percent
interest.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
(Unaudited)
|
||||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Sales and other operating revenue
|
|
$
|
158.7
|
|
|
$
|
162.0
|
|
|
$
|
480.8
|
|
|
$
|
514.6
|
|
Costs and operating expenses
|
|
|
|
|
|
|
|
|
||||||||
Cost of products sold and operating expenses
|
|
115.3
|
|
|
118.9
|
|
|
353.5
|
|
|
383.3
|
|
||||
Selling, general and administrative expenses
|
|
5.1
|
|
|
7.4
|
|
|
16.4
|
|
|
16.5
|
|
||||
Depreciation and amortization expense
|
|
10.2
|
|
|
8.3
|
|
|
30.1
|
|
|
23.5
|
|
||||
Total costs and operating expenses
|
|
130.6
|
|
|
134.6
|
|
|
400.0
|
|
|
423.3
|
|
||||
Operating income
|
|
28.1
|
|
|
27.4
|
|
|
80.8
|
|
|
91.3
|
|
||||
Interest expense, net
|
|
6.8
|
|
|
2.8
|
|
|
30.1
|
|
|
12.3
|
|
||||
Income before income tax expense
|
|
21.3
|
|
|
24.6
|
|
|
50.7
|
|
|
79.0
|
|
||||
Income tax expense
|
|
0.5
|
|
|
0.1
|
|
|
1.0
|
|
|
4.2
|
|
||||
Net income
|
|
20.8
|
|
|
24.5
|
|
|
$
|
49.7
|
|
|
$
|
74.8
|
|
||
|
|
|
|
|
|
|
|
|
||||||||
Less: Net income attributable to noncontrolling interests
|
|
0.6
|
|
|
10.8
|
|
|
15.1
|
|
|
30.0
|
|
||||
Net income attributable to SunCoke Energy Partners, L.P./Predecessor
|
|
20.2
|
|
|
13.7
|
|
|
$
|
34.6
|
|
|
$
|
44.8
|
|
||
Less: Predecessor net income prior to initial public offering on January 24, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
||||
Net income attributable to SunCoke Energy Partners, L.P. subsequent to initial public offering
|
|
$
|
20.2
|
|
|
$
|
13.7
|
|
|
$
|
34.6
|
|
|
$
|
41.3
|
|
•
|
Domestic Coke consists of our Haverhill and Middletown cokemaking and heat recovery operations located in Franklin Furnace, Ohio and Middletown, Ohio, respectively.
|
•
|
Coal Logistics consists of our coal handling and blending services in East Chicago, Indiana; Credo, West Virginia; Belle, West Virginia; and Catlettsburg, Kentucky.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(Unaudited)
|
||||||||||||||
|
(Dollars in millions)
|
||||||||||||||
Sales and other operating revenues:
|
|
|
|
|
|
|
|
||||||||
Domestic Coke
|
$
|
146.5
|
|
|
$
|
160.9
|
|
|
$
|
442.6
|
|
|
$
|
513.5
|
|
Coal Logistics
|
12.2
|
|
|
1.1
|
|
|
38.2
|
|
|
1.1
|
|
||||
Coal Logistics intersegment sales
|
1.4
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
||||
Elimination of intersegment sales
|
(1.4
|
)
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
||||
Total
|
$
|
158.7
|
|
|
$
|
162.0
|
|
|
$
|
480.8
|
|
|
$
|
514.6
|
|
Adjusted EBITDA
(1)
:
|
|
|
|
|
|
|
|
||||||||
Domestic Coke
|
$
|
36.0
|
|
|
$
|
38.7
|
|
|
$
|
105.7
|
|
|
$
|
119.1
|
|
Coal Logistics
|
3.8
|
|
|
0.7
|
|
|
10.9
|
|
|
0.7
|
|
||||
Corporate and Other
|
(1.5
|
)
|
|
(3.7
|
)
|
|
(5.7
|
)
|
|
(5.6
|
)
|
||||
Total
|
$
|
38.3
|
|
|
$
|
35.7
|
|
|
$
|
110.9
|
|
|
$
|
114.2
|
|
Coke Operating Data:
|
|
|
|
|
|
|
|
||||||||
Domestic Coke capacity utilization (%)
|
107
|
|
|
108
|
|
|
105
|
|
|
109
|
|
||||
Domestic Coke production volumes (thousands of tons)
|
447
|
|
|
447
|
|
|
1,295
|
|
|
1,344
|
|
||||
Domestic Coke sales volumes (thousands of tons)
|
435
|
|
|
447
|
|
|
1,284
|
|
|
1,353
|
|
||||
Domestic Coke Adjusted EBITDA per ton
(2)
|
$
|
82.76
|
|
|
$
|
86.58
|
|
|
$
|
82.32
|
|
|
$
|
88.03
|
|
Coal Logistics Operating Data:
|
|
|
|
|
|
|
|
||||||||
Tons handled (thousands of tons)
|
4,772
|
|
|
136
|
|
|
14,736
|
|
|
136
|
|
||||
Coal Logistics Adjusted EBITDA per ton handled
(3)
|
$
|
0.80
|
|
|
$
|
5.15
|
|
|
$
|
0.74
|
|
|
$
|
5.15
|
|
(1)
|
See definition of Adjusted EBITDA and reconciliation to GAAP at the end of this Item.
|
(2)
|
Reflects Domestic Coke Adjusted EBITDA divided by Domestic Coke sales volumes.
|
(3)
|
Reflects Coal Logistics Adjusted EBITDA divided by Coal Logistics tons handled.
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Dollars in millions)
|
||||||
Net cash provided by operating activities
|
|
$
|
71.5
|
|
|
$
|
69.7
|
|
Net cash used in investing activities
|
|
(53.1
|
)
|
|
(49.0
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(37.8
|
)
|
|
57.8
|
|
||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(19.4
|
)
|
|
$
|
78.5
|
|
•
|
ongoing capital expenditures required to maintain equipment reliability, ensure the integrity and safety of our coke ovens and steam generators and comply with environmental regulations;
|
•
|
environmental remediation capital expenditures required to implement design changes to ensure that our existing facilities operate in accordance with existing environmental permits; and
|
•
|
expansion capital expenditures to acquire and/or construct complementary assets to grow our business and to expand existing facilities as well as capital expenditures made to enable the renewal of a coke sales agreement and on which we expect to earn a reasonable return.
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
|
||||||
Ongoing capital
|
|
$
|
14.1
|
|
|
$
|
6.3
|
|
Environmental remediation capital
|
|
39.0
|
|
|
14.1
|
|
||
Total
|
|
$
|
53.1
|
|
|
$
|
20.4
|
|
•
|
does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
|
•
|
does not reflect changes in, or cash requirements for, working capital needs;
|
•
|
does not reflect our interest expense, or the cash requirements necessary to service interest on or principal payments of our debt;
|
•
|
does not reflect certain other non-cash income and expenses;
|
•
|
excludes income taxes that may represent a reduction in available cash; and
|
•
|
includes net income attributable to noncontrolling interests.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
SunCoke Energy Partners, L.P.
Predecessor |
|
SunCoke Energy Partners, L.P.
|
||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|
Period from January 1, 2013 to January 23, 2013
|
|
Period from January 24, 2013 to September 30, 2013
|
||||||||||||
|
|
|
|
|
|
(Dollars in millions)
|
|||||||||||||||||||
Adjusted EBITDA attributable to SunCoke Energy Partners, L.P./Predecessor
|
|
$
|
37.6
|
|
|
$
|
22.1
|
|
|
$
|
92.0
|
|
|
$
|
75.9
|
|
|
|
$
|
9.7
|
|
|
$
|
66.2
|
|
Add: Adjusted EBITDA attributable to noncontrolling interest
(1)
|
|
0.7
|
|
|
13.6
|
|
|
18.9
|
|
|
38.3
|
|
|
|
—
|
|
|
38.3
|
|
||||||
Adjusted EBITDA
|
|
$
|
38.3
|
|
|
$
|
35.7
|
|
|
$
|
110.9
|
|
|
$
|
114.2
|
|
|
|
$
|
9.7
|
|
|
$
|
104.5
|
|
Subtract:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization expense
|
|
10.2
|
|
|
8.3
|
|
|
30.1
|
|
|
23.5
|
|
|
|
1.9
|
|
|
21.6
|
|
||||||
Interest expense, net
|
|
6.8
|
|
|
2.8
|
|
|
30.1
|
|
|
12.3
|
|
|
|
0.6
|
|
|
11.7
|
|
||||||
Income tax expense
|
|
0.5
|
|
|
0.1
|
|
|
1.0
|
|
|
4.2
|
|
|
|
3.7
|
|
|
0.5
|
|
||||||
Sales discounts provided to customers due to sharing of nonconventional fuel tax credits
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
|
—
|
|
|
(0.6
|
)
|
||||||
Net income
|
|
$
|
20.8
|
|
|
$
|
24.5
|
|
|
$
|
49.7
|
|
|
$
|
74.8
|
|
|
|
$
|
3.5
|
|
|
$
|
71.3
|
|
(1)
|
Reflects net income attributable to noncontrolling interest adjusted for noncontrolling interest share of interest, taxes and depreciation.
|
(2)
|
At December 31, 2012, we had
$12.4 million
in accrued sales discounts to be paid to our customer at our Haverhill facility. During the first quarter of 2013, we settled this obligation for
$11.8 million
which resulted in a gain of
$0.6 million
. This gain is recorded in sales and other operating revenue on our Combined and Consolidated Statement of Income. Sales discounts are related to nonconventional fuel tax credits, which expired in 2012.
|
•
|
changes in levels of production, production capacity, pricing and/or margins for coal and coke;
|
•
|
variation in availability, quality and supply of metallurgical coal used in the cokemaking process, including as a result of non-performance by our suppliers;
|
•
|
changes in the marketplace that may affect our coal logistics business, including the supply and demand for thermal and metallurgical coals;
|
•
|
change in the marketplace that may affect our cokemaking business, including the supply and demand for our coke, as well as increased imports of coke from foreign producers;
|
•
|
competition from alternative steelmaking and other technologies that have the potential to reduce or eliminate the use of coke;
|
•
|
our dependence on, relationships with, and other conditions affecting, our customers;
|
•
|
severe financial hardship or bankruptcy of one or more of our major customers, or the occurrence of a customer default or other event affecting our ability to collect payments from our customers;
|
•
|
volatility and cyclical downturns the coal market in the carbon steel industry and other industries in which our customers operate;
|
•
|
our ability to enter into new, or renew existing, agreements upon favorable terms for the supply of coke to steel producers, or for the use of our coal logistics services;
|
•
|
our ability to identify acquisitions, execute them under favorable terms and integrate them into our existing business operations;
|
•
|
our ability to realize expected benefits from investments and acquisitions;
|
•
|
our ability to consummate investments under favorable terms, including with respect to existing cokemaking facilities, which may utilize by-product technology, in the U.S. and Canada, and integrate them into our existing businesses and have them perform at anticipated levels;
|
•
|
our ability to develop, design, permit, construct, start up or operate new cokemaking facilities in the U.S.;
|
•
|
our ability to successfully implement our growth strategy;
|
•
|
age of, and changes in the reliability, efficiency and capacity of the various equipment and operating facilities used in our cokemaking and/or coal logistics operations, and in the operations of our major customers, business partners and/or suppliers;
|
•
|
changes in the expected operating levels of our assets;
|
•
|
our ability to meet minimum volume requirements, coal-to-coke yield standards and coke quality standards in our coke sales agreements;
|
•
|
changes in the level of capital expenditures or operating expenses, including any changes in the level of environmental capital, operating or remediation expenditures;
|
•
|
our ability to service our outstanding indebtedness;
|
•
|
our ability to comply with the restrictions imposed by our financing arrangements;
|
•
|
nonperformance or force majeure by, or disputes with, or changes in contract terms with, major customers, suppliers, dealers, distributors or other business partners;
|
•
|
availability of skilled employees for our cokemaking and/or coal logistics operations, and other workplace factors;
|
•
|
effects of railroad, barge, truck and other transportation performance and costs, including any transportation disruptions;
|
•
|
effects of adverse events relating to the operation of our facilities and to the transportation and storage of hazardous materials (including equipment malfunction, explosions, fires, spills, and the effects of severe weather conditions);
|
•
|
our ability to enter into joint ventures and other similar arrangements under favorable terms;
|
•
|
our ability to consummate assets sales, other divestitures and strategic restructuring in a timely manner upon favorable terms, and/or realize the anticipated benefits from such actions;
|
•
|
changes in the availability and cost of equity and debt financing;
|
•
|
impact on our liquidity and ability to raise capital as a result of changes in the credit ratings assigned to our indebtedness;
|
•
|
changes in credit terms required by our suppliers;
|
•
|
risks related to labor relations and workplace safety;
|
•
|
changes in, or new, statutes, regulations, rules, governmental policies and taxes, or their interpretations, including those relating to environmental matters;
|
•
|
the existence of hazardous substances or other environmental contamination on property owned or used by us;
|
•
|
receipt of regulatory approvals and compliance with contractual obligations required in connection with our operations;
|
•
|
claims of noncompliance with any statutory and regulatory requirements;
|
•
|
the accuracy of our estimates of any necessary reclamation and/or remediation activities;
|
•
|
changes in the status of, or initiation of new litigation, arbitration, or other proceedings to which we are a party or liability resulting from such litigation, arbitration, or other proceedings;
|
•
|
historical combined and consolidated financial data may not be reliable indicator of future results;
|
•
|
public company costs;
|
•
|
our indebtedness and certain covenants in our debt documents;
|
•
|
changes in product specifications for the coke that we produce or the coals that we blend, store and transport;
|
•
|
changes in insurance markets impacting costs and the level and types of coverage available, and the financial ability of our insurers to meet their obligations;
|
•
|
changes in accounting rules and/or tax laws or their interpretations, including the method of accounting for inventories, leases and/or pensions;
|
•
|
changes in financial markets impacting pension expense and funding requirements; and
|
•
|
effects of geologic conditions, weather, natural disasters and other inherent risks beyond our control.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
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Controls and Procedures
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Item 1.
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Legal Proceedings
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Items 1A.
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Risk Factors
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Item 6.
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Exhibits
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Exhibit
Number
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Description
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10.1*
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Amendment No. 1 to Omnibus Agreement, dated as of March 17, 2014, by and among SunCoke Energy Partners, L.P., SunCoke Energy Partners GP LLC and SunCoke Energy, Inc.
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31.1*
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Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2*
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Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1*
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Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2*
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Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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95.1*
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Mine Safety Disclosures
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101
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The following financial statements from SunCoke Energy Partners L.P.'s Quarterly Report on Form 10-Q for the three months ended September 30, 2014, filed with the Securities and Exchange Commission on October 28, 2014, formatted in XBRL (eXtensible Business Reporting Language is attached to this report): (i) the Combined and Consolidated Statements of Operations; (ii) the Combined and Consolidated Balance Sheets; (iii) the Combined and Consolidated Statements of Cash Flows; and, (iv) the Notes to Combined and Consolidated Financial Statements. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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*
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Filed herewith.
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SunCoke Energy Partners, L.P.
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By:
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SunCoke Energy Partners GP LLC, its general partner
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By:
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/s/ Fay West
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Fay West
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Senior Vice President and Chief Financial Officer
(As Principal Financial Officer and Duly Authorized Officer of SunCoke Energy Partners GP LLC)
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1.
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Effective Date.
This Amendment shall become effective and enforceable as of the date hereof, and its term shall be co-extensive with that of the Omnibus Agreement.
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2.
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Definitions.
Except as otherwise provided herein, capitalized terms used in this Amendment, but not otherwise defined herein, shall have the respective meanings assigned to such terms in the Omnibus Agreement.
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3.
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Amendment.
Section 7.2(b) of the Omnibus Agreement is hereby amended by deleting the following parenthetical text therefrom:
“(but excluding Sponsor equity based compensation expense)”. This amendment shall not be construed as a waiver or amendment of any other provision of the Omnibus Agreement, or for any purpose except as expressly set forth herein.
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4.
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Miscellaneous.
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1.
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Governing Law.
This Amendment shall be construed in accordance with and governed by the laws of the
State of New York, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Amendment to the laws of another state. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of New York and to venue in New York, New York.
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2.
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Effect of Amendment.
Except as expressly modified hereby, all terms and conditions of the Omnibus Agreement remain in full force and effect and are hereby ratified and confirmed in all respects. To the extent that there is any conflict between the terms of the Omnibus Agreement and this Amendment, this Amendment shall control.
On and after the effective date of this Amendment, each reference to the Omnibus Agreement in any document created by any of the Parties hereto shall be deemed to be a reference to the Omnibus Agreement as amended by this Amendment. On and after the effective date of this Amendment, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof”, and words of similar import, as used in the Omnibus Agreement, shall, unless the context otherwise requires, mean the Omnibus Agreement, as amended by this Amendment.
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1.
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I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
September 30, 2014
of SunCoke Energy Partners, L.P. (the “registrant”);
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer(s) 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)) for the registrant and have:
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(a)
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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;
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(b)
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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
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(c)
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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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) 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):
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(a)
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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
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(b)
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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.
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1.
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I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
September 30, 2014
of SunCoke Energy Partners, L.P. (the “registrant”);
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer(s) 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)) for the registrant and have:
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(a)
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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;
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(b)
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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
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(c)
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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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) 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):
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(a)
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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
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(b)
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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.
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1.
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This Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2014
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in this Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2014
fairly presents, in all material respects, the financial condition and results of operations of SunCoke Energy Partners, L.P. for the periods presented therein.
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1.
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This Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2014
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in this Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2014
fairly presents, in all material respects, the financial condition and results of operations of SunCoke Energy Partners, L.P. for the periods presented therein.
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Mine or Operating Name/MSHA Identification Number
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Section 104 S&S Citations (#)(2)
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Section 104(b) Orders (#)(3)
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Section 104(d) Citations and Orders (#)(4)
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Section 110(b)(2) Violations (#)(5)
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Section 107(a) Orders (#)(6)
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Total Dollar Value of MSHA Assessments Proposed ($)(7)
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Total Number of Mining Related Fatalities (#)
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Received Notice of Pattern of Violations Under Section 104(e) (yes/no)(8)
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Received Notice of Potential to Have Pattern Under Section 104(e) (yes/no)(9)
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Legal Actions Pending as of Last Day of Period (#)(10)(11)
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Legal Actions Initiated During Period (#)(12)
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Legal Actions Resolved During Period (#)(13)
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Kentucky Coal Terminal/15-16749
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0
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0
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0
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0
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0
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$0
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0
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0
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0
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0
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0
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0
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Ceredo Dock/46-09051
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0
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0
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0
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0
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0
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$0
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0
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0
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0
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0
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0
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0
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Quincy Dock/46-07736
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0
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0
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0
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0
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0
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$0
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0
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0
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0
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0
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0
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0
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Belfry #5/15-10789
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1
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0
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0
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0
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0
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$0
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0
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0
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0
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0
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0
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0
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Total
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1
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0
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0
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0
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0
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$0
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0
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0
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0
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0
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0
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0
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(1)
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The table does not include the following: (i) facilities which have been idle or closed unless they received a citation or order issued by MSHA, (ii) permitted mining sites where we have not begun operations or (iii) mines that are operated on our behalf by contractors who hold the MSHA numbers and have the MSHA liabilities.
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(2)
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Alleged violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard.
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(3)
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Alleged failures to totally abate a citation within the period of time specified in the citation.
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(4)
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Alleged unwarrantable failure (i.e., aggravated conduct constituting more than ordinary negligence) to comply with a mining safety standard or regulation.
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(5)
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Alleged flagrant violations issued.
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(6)
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Alleged conditions or practices which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated.
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(7)
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Amounts shown include assessments proposed during the quarter ended
September 30, 2014
and do not necessarily relate to the citations or orders reflected in this table. Assessments for citations or orders reflected in this table may be proposed by MSHA after
September 30, 2014
.
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(8)
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Alleged pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards.
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(9)
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Alleged potential to have a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards.
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(10)
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This number reflects legal proceedings which remain pending before the Federal Mine Safety and Health Review Commission (the “FMSHRC”) as of
September 30, 2014
. The pending legal actions may relate to the citations or orders issued by MSHA during the reporting period or to citations or orders issued in prior periods. The FMSHRC has jurisdiction to hear not only challenges to citations, orders, and penalties but also certain complaints by miners. The number of “pending legal actions” reported here reflects the number of contested citations, orders, penalties or complaints which remain pending as of
September 30, 2014
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(11)
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The legal proceedings which remain pending before the FMSHRC as of
September 30, 2014
are categorized as follows in accordance with the categories established in the Procedural Rules of the FMSHRC:
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Mine or Operating Name/MSHA Identification Number
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Contests of Citations and Orders (#)
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Contests of Proposed Penalties (#)
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Complaints for Compensation (#)
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Complaints for Discharge, Discrimination or Interference Under Section 105 (#)
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Applications for Temporary Relief (#)
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Appeals of Judges’ Decisions or Orders (#)
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Kentucky Coal Terminal/15-6749
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0
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0
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0
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0
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0
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0
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Ceredo Dock/46-09051
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0
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0
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0
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0
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0
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0
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Quincy Dock/46-07736
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0
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0
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0
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0
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0
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0
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Belfry #5/15-10789
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0
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0
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0
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0
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0
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0
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Total
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0
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0
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0
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0
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0
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0
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(12)
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This number reflects legal proceedings initiated before the FMSHRC during the quarter ended
September 30, 2014
. The number of “initiated legal actions” reported here may not have remained pending as of
September 30, 2014
.
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(13)
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This number reflects legal proceedings before the FMSHRC that were resolved during the quarter ended
September 30, 2014
.
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