Delaware
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001-36062
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46-2613366
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation or organization)
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File Number)
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Identification No.)
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Five Concourse Parkway
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Suite 2500
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Atlanta, Georgia
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30328
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(Address of principal executive office)
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(Zip Code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit Number
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Description
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3.1
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Amendment No. 1, dated as of May 2, 2014, to the First Amended and Restated Agreement of Limited Partnership of OCI Resources LP dated as of September 18, 2013
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99.1
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Press Release, dated May 7, 2014
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OCI RESOURCES LP
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By:
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OCI Resource Partners LLC,
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its General Partner
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By:
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/s/ Nicole Daniel
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Nicole Daniel
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Vice President, General Counsel and Secretary
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Exhibit Number
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Description
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3.1
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Amendment No. 1, dated as of May 2, 2014, to the First Amended and Restated Agreement of Limited Partnership of OCI Resources LP dated as of September 18, 2013
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99.1
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Press Release, dated May 7, 2014
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OCI RESOURCES LP
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By:
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OCI Resource Partners LLC,
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its General Partner
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By:
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/s/ Kirk H. Milling
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Name:
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Kirk H. Milling
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Title:
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President, Chief Executive Officer and Director
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•
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Net sales of
$116.2 million
increased
7.4%
over the prior-year first quarter.
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•
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EBITDA of
$28.2 million
, increased 15.6% over the prior-year
first
quarter.
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•
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Earnings per unit were
$0.52
.
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•
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Distributable cash flow was
$13.1 million
. Distribution coverage ratio was
1.31
for the three months ended
March 31, 2014
; and
1.27
since completion of our initial public offering ("IPO").
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•
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We are maintaining our prior outlook for soda ash volumes to increase 2% to 4% over 2013 levels, and international prices to rise 3% to 5% in 2014.
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•
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We continue to expect 2014 expansion capital expenditures to be in the range of $24 to $30 million.
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•
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We continue to expect 2014 maintenance capital expenditures to be in the $12 to $15 million range, with planned maintenance outages in the second and third quarters.
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Financial Highlights
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Three Months Ended
March 31, |
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($ in millions, except per unit amounts)
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2014
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2013
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(Predecessor)
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Soda ash volume sold (millions of short tons)
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0.655
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0.626
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Net sales
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$
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116.2
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$
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108.2
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Net income
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$
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21.6
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$
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14.9
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Net income attributable to OCIR/Predecessor
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$
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10.3
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$
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4.0
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Basic and Diluted Earnings per Unit
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$
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0.52
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**
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EBITDA
(1)
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$
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28.2
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$
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24.4
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EBITDA attributable to OCIR/Predecessor
(1)
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$
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13.9
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$
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10.5
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Distributable cash flow attributable to OCIR
(1)
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$
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13.1
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**
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(1) See non-GAAP reconciliation of EBITDA
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** Information is not applicable for the pre-IPO periods.
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Three Months Ended
March 31, |
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($ in millions, except per unit data)
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2014
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2013
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(Predecessor)
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Net sales
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$
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116.2
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$
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108.2
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Operating costs and expenses:
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Cost of products sold
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84.0
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81.2
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Depreciation and amortization expense
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5.4
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6.0
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Selling, general and administrative expenses
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4.2
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3.1
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Total operating costs and expenses
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93.6
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90.3
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Operating income
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22.6
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17.9
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Other income/(expenses):
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Interest expense
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(1.2
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)
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(0.4
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)
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Other, net
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0.2
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0.5
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Total other income/(expense), net
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(1.0
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)
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0.1
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Income before provision for income taxes
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21.6
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18.0
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Provision for income taxes
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—
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3.1
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Net income
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$
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21.6
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$
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14.9
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Net income attributable to non-controlling interest
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11.3
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10.9
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Net income attributable to OCI Resources LP/Predecessor
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$
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10.3
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$
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4.0
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Other comprehensive (loss)/income:
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Interest rate swap
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(0.2
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)
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—
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Comprehensive income
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21.4
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14.9
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Comprehensive income attributable to non-controlling interest
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11.2
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10.9
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Comprehensive income attributable to OCI Resources LP/Predecessor
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$
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10.2
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$
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4.0
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Net income per limited partner unit:
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Common - Public and OCI Holdings (basic and diluted)
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$
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0.52
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**
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Subordinated - OCI Holdings (basic and diluted)
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$
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0.52
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**
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Limited partner units outstanding:
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Weighted average common units outstanding (basic and diluted)
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9.8
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**
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Weighted average subordinated units outstanding (basic and diluted)
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9.8
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**
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Cash distribution declared per unit
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0.5000
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**
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As of
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($ in millions)
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March 31,
2014 |
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December 31,
2013 |
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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35.4
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$
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46.9
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Accounts receivable - net
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32.8
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34.4
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Accounts receivable - ANSAC
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63.3
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58.1
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Due from affiliates - net
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31.1
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20.4
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Inventory
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42.3
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41.7
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Other current assets
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0.6
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1.2
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Total current assets
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205.5
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202.7
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Property, plant and equipment - net
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233.9
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238.0
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Other non-current assets
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1.3
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1.3
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Total assets
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$
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440.7
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$
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442.0
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LIABILITIES AND EQUITY
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Current liabilities:
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Accounts payable
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$
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9.3
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$
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13.2
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Due to affiliates
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7.2
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2.3
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Accrued expenses
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25.7
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26.4
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Total current liabilities
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42.2
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41.9
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Long-term debt
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155.0
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155.0
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Reclamation reserve
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3.9
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3.8
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Total liabilities
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201.1
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200.7
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Equity:
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Common unitholders - Public and OCI Holdings (9.8 million units issued and outstanding at March 31, 2014 and December 31, 2013, respectively)
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104.0
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104.5
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Subordinated unitholders - OCI Holdings (9.8 million units issued and outstanding at March 31, 2014 and December 31, 2013, respectively)
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36.0
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36.6
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General partner unitholders - OCI Resource Partners LLC (0.4 million units issued and outstanding at March 31, 2014 and December 31, 2013, respectively)
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3.8
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3.8
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Accumulated other comprehensive loss—interest rate swap
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(0.4
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)
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(0.3
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)
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Partners' capital attributable to OCI Resources LP
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143.4
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144.6
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Non-controlling interests
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96.2
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96.7
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Total equity
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239.6
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241.3
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Total liabilities and partners' equity
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$
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440.7
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$
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442.0
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Three Months Ended
March 31, |
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($ in millions)
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2014
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2013
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(Predecessor)
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Cash flows from operating activities:
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Net income
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$
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21.6
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$
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14.9
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Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
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5.4
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6.0
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Deferred income taxes
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—
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(0.3
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)
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Changes in operating assets and liabilities:
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(Increase)/decrease in:
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Accounts receivable - net
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1.6
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(3.9
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Accounts receivable - ANSAC
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(5.2
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)
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1.7
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Due from affiliates - net
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(10.7
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)
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6.1
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Inventory
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(0.6
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1.7
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Other current and other non-current assets
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0.7
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(1.5
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)
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Increase/(decrease) in:
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Accounts payable
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(3.9
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(2.7
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)
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Due to affiliates
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4.9
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5.0
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Accrued expenses and other liabilities
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0.5
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(3.6
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)
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Net cash provided by operating activities
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14.3
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23.4
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Cash flows from investing activities:
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Capital expenditures
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(2.7
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)
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(2.1
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)
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Net cash used in investing activities
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(2.7
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)
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(2.1
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)
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Cash flows from financing activities:
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Repayments of long-term debt
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—
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(1.0
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)
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Distributions to common unitholders
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(5.6
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)
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—
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Distributions to general partner
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(0.2
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)
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—
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Distributions to subordinated unitholders
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(5.6
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)
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—
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Distributions to non-controlling interest
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(11.7
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)
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(3.6
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)
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Net cash used in financing activities
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(23.1
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)
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(4.6
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)
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Net (decrease)/increase in cash and cash equivalents
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(11.5
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)
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16.7
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Cash and cash equivalents at beginning of period
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46.9
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22.7
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Cash and cash equivalents at end of period
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$
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35.4
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$
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39.4
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•
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EBITDA;
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•
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Distributable cash flow; and
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•
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Distribution coverage ratio.
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•
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our operating performance as compared to other publicly traded partnerships in our industry, without regard to historical cost basis or, in the case of EBITDA, financing methods;
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•
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the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;
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•
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our ability to incur and service debt and fund capital expenditures; and
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•
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the viability of capital expenditure projects and the returns on investment of various investment opportunities.
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