Delaware
|
|
001-36062
|
|
46-2613366
|
(State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
of incorporation or organization)
|
|
File Number)
|
|
Identification No.)
|
Five Concourse Parkway
|
|
|
Suite 2500
|
|
|
Atlanta, Georgia
|
|
30328
|
(Address of principal executive office)
|
|
(Zip Code)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Exhibit Number
|
|
Description
|
||
3.1
|
|
Certificate of Amendment of the Certificate of Limited Partnership of Ciner Resources LP (formerly known as OCI Resources LP), effective November 5, 2015
|
||
3.2
|
|
Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Ciner Resources LP (formerly known as OCI Resources LP), dated November 5, 2015
|
||
3.3
|
|
Certificate of Amendment of the Certificate of Formation of Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC), effective November 5, 2015
|
||
3.4
|
|
Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC), dated November 5, 2015
|
||
99.1
|
|
Press Release, dated November 5, 2015
|
|
CINER RESOURCES LP
|
|
|
|
|
|
By:
|
Ciner Resource Partners LLC,
|
|
|
its General Partner
|
|
|
|
|
By:
|
/s/ Nicole Daniel
|
|
|
Nicole Daniel
|
|
|
Vice President, General Counsel and Secretary
|
Exhibit Number
|
|
Description
|
||
3.1
|
|
Certificate of Amendment of the Certificate of Limited Partnership of Ciner Resources LP (formerly known as OCI Resources LP), effective November 5, 2015
|
||
3.2
|
|
Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Ciner Resources LP (formerly known as OCI Resources LP), dated November 5, 2015
|
||
3.3
|
|
Certificate of Amendment of the Certificate of Formation of Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC), effective November 5, 2015
|
||
3.4
|
|
Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC), dated November 5, 2015
|
||
99.1
|
|
Press Release, dated November 5, 2015
|
(a)
|
The definition of “Omnibus Agreement” in Section 1.1 of the Partnership Agreement is hereby deleted in its entirety and the following definition shall be substituted in its place:
|
(b)
|
The definition of “Partnership” in Section 1.1 of the Partnership Agreement is hereby deleted in its entirety and the following definition shall be substituted in its place:
|
(c)
|
The first sentence of Section 2.2 of the Partnership Agreement is hereby amended to read:
|
(d)
|
All other references to “OCI Resources LP” in the Partnership Agreement shall be deemed to refer to “Ciner Resources LP.”
|
(e)
|
All references to “OCI Enterprises Inc.” in the Partnership Agreement shall be deemed to refer to “Ciner Enterprises Inc.”
|
(f)
|
All references to “OCI Chemical Corporation” in the Partnership Agreement shall be deemed to refer to “Ciner Resources Corporation.”
|
(g)
|
All references to “OCI Wyoming Holding Co.” in the Partnership Agreement shall be deemed to refer to “Ciner Wyoming Holding Co.”
|
(h)
|
All references to “OCI Resource Partners LLC” in the Partnership Agreement shall be deemed to refer to “Ciner Resource Partners LLC.”
|
(a)
|
The definition of “Partnership” in Section 1.1 of the LLC Agreement is hereby deleted in its entirety and the following definition shall be substituted in its place:
|
(b)
|
The definition of “Partnership Agreement” in Section 1.1 of the LLC Agreement is hereby deleted in its entirety and the following definition shall be substituted in its place:
|
(c)
|
Section 2.2 of the Partnership Agreement is hereby deleted in its entirety and the following shall be substituted in its place:
|
(d)
|
All other references to “OCI Resource Partners LLC” in the LLC Agreement shall be deemed to refer to “Ciner Resource Partners LLC.
|
(e)
|
All references to “OCI Wyoming Holding Co.” in the LLC Agreement shall be deemed to refer to “Ciner Wyoming Holding Co.”
|
•
|
Net sales of
$117.3 million
increased
6.8%
over the prior-year
third
quarter; year-to-date net sales of
$360.0 million
increased
6.2%
over the prior-year.
|
•
|
Adjusted EBITDA of
$33.6 million
increased
14.7%
over the prior-year
third
quarter; year-to-date Adjusted EBITDA of
$98.1 million
increased
14.5%
over the prior-year.
|
•
|
Earnings per unit were
$0.65
for the quarter,
an increase
of
25.0%
over the prior-year
third
quarter of
$0.52
; year-to-date earnings per unit of
$1.88
increased
21.3%
over the prior-year of
$1.55
.
|
•
|
Quarterly distribution declared per unit of
$0.5510
increased
by
5.0%
over the prior-year
third
quarter; and
3.7%
over fourth quarter
2014
.
|
•
|
Distributable cash flow of
$13.4 million
decreased
0.8%
over the prior-year
third
quarter; year-to-date distributable cash flow of
$39.1 million
increased
0.8%
over the prior-year. The distribution coverage ratio was
1.22
and
1.20
for the three and
nine
months ended
2015
; and
1.27
and
1.27
for the three and
nine
months ended
2014
.
|
•
|
Our full year outlook related to volume sold, international pricing and maintenance capital expenditures remains unchanged. (previously provided in conjunction with our first quarter 2015 and year end 2014 financial results)
|
•
|
Our outlook for expansion CAPEX has been reduced to a range of $17 to $19M
|
|
|
Three Months Ended
September 30, |
|
Percent Increase/(Decrease)
|
||||
|
|
2015
|
|
2014
|
|
|||
|
|
|
|
|
|
|
||
Net sales ($ in millions):
|
|
|
|
|
|
|
||
Domestic
|
|
$
|
47.2
|
|
|
$49.5
|
|
(4.6)%
|
International
|
|
70.1
|
|
|
60.3
|
|
16.3%
|
|
Total net sales
|
|
$
|
117.3
|
|
|
$109.8
|
|
6.8%
|
Sales volumes (thousands of short tons):
|
|
|
|
|
|
|
||
Domestic
|
|
208.5
|
|
|
213.4
|
|
(2.3)%
|
|
International
|
|
429.1
|
|
|
384.5
|
|
11.6%
|
|
Total soda ash volume sold
|
|
637.6
|
|
|
597.9
|
|
6.6%
|
|
Average sales price (per short ton):
|
|
|
|
|
|
|
||
Domestic
|
|
$
|
226.36
|
|
|
$231.84
|
|
(2.4)%
|
International
|
|
$
|
163.49
|
|
|
$156.85
|
|
4.2%
|
Average
|
|
$
|
184.05
|
|
|
$183.61
|
|
0.2%
|
Percent of net sales:
|
|
|
|
|
|
|
||
Domestic sales
|
|
40.2
|
%
|
|
45.1%
|
|
(10.9)%
|
|
International sales
|
|
59.8
|
%
|
|
54.9%
|
|
8.9%
|
|
Total percent of net sales
|
|
100.0
|
%
|
|
100.0%
|
|
|
|
|
Nine Months Ended
September 30, |
|
Percent Increase/(Decrease)
|
||||||
|
|
2015
|
|
2014
|
|
|||||
|
|
|
|
|
|
|
||||
Net sales ($ in millions):
|
|
|
|
|
|
|
||||
Domestic
|
|
$
|
145.6
|
|
|
$
|
149.8
|
|
|
(2.8)%
|
International
|
|
214.4
|
|
|
189.2
|
|
|
13.3%
|
||
Total net sales
|
|
$
|
360.0
|
|
|
$
|
339.0
|
|
|
6.2%
|
Sales volumes (thousands of short tons):
|
|
|
|
|
|
|
||||
Domestic
|
|
637.5
|
|
|
628.1
|
|
|
1.5%
|
||
International
|
|
1,313.5
|
|
|
1,234.5
|
|
|
6.4%
|
||
Total soda ash volume sold
|
|
1,951.0
|
|
|
1,862.6
|
|
|
4.7%
|
||
Average sales price (per short ton):
|
|
|
|
|
|
|
||||
Domestic
|
|
$
|
228.31
|
|
|
$
|
238.49
|
|
|
(4.3)%
|
International
|
|
$
|
163.24
|
|
|
$
|
153.26
|
|
|
6.5%
|
Average
|
|
$
|
184.50
|
|
|
$
|
182.00
|
|
|
1.4%
|
Percent of net sales:
|
|
|
|
|
|
|
||||
Domestic sales
|
|
40.4
|
%
|
|
44.2
|
%
|
|
(8.6)%
|
||
International sales
|
|
59.6
|
%
|
|
55.8
|
%
|
|
6.8%
|
||
Total percent of net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
($ in millions)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Capital Expenditures
|
|
|
|
|
|
|
|
|
||||||||
Maintenance
|
|
$
|
4.4
|
|
|
$
|
2.0
|
|
|
$
|
13.8
|
|
|
$
|
4.5
|
|
Expansion
|
|
6.2
|
|
|
7.2
|
|
|
12.5
|
|
|
11.6
|
|
||||
Total
|
|
$
|
10.6
|
|
|
$
|
9.2
|
|
|
$
|
26.3
|
|
|
$
|
16.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating and Other Data:
|
|
|
|
|
|
|
|
|
||||||||
Ore to ash ratio
(1)
|
|
1.51: 1.0
|
|
|
1.49: 1.0
|
|
|
1.51: 1.0
|
|
|
1.52: 1.0
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
(1) Ore to ash ratio expresses the number of short tons of trona ore needed to produce one short ton of soda ash and includes our deca rehydration recovery process.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per unit data)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
117.3
|
|
|
$
|
109.8
|
|
|
$
|
360.0
|
|
|
$
|
339.0
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of products sold
|
79.2
|
|
|
76.3
|
|
|
247.2
|
|
|
240.2
|
|
||||
Depreciation, depletion and amortization expense
|
5.7
|
|
|
5.3
|
|
|
17.1
|
|
|
16.5
|
|
||||
Selling, general and administrative expenses
|
4.5
|
|
|
5.0
|
|
|
14.1
|
|
|
14.3
|
|
||||
Loss on disposal of assets, net
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||
Total operating costs and expenses
|
89.4
|
|
|
87.6
|
|
|
278.4
|
|
|
272.0
|
|
||||
Operating income
|
27.9
|
|
|
22.2
|
|
|
81.6
|
|
|
67.0
|
|
||||
Other income/(expenses):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(1.0
|
)
|
|
(1.4
|
)
|
|
(3.1
|
)
|
|
(3.9
|
)
|
||||
Other, net
|
—
|
|
|
0.8
|
|
|
(0.6
|
)
|
|
1.2
|
|
||||
Total other income/(expense), net
|
(1.0
|
)
|
|
(0.6
|
)
|
|
(3.7
|
)
|
|
(2.7
|
)
|
||||
Net income
|
$
|
26.9
|
|
|
$
|
21.6
|
|
|
$
|
77.9
|
|
|
$
|
64.3
|
|
Net income attributable to non-controlling interest
|
13.8
|
|
|
11.2
|
|
|
40.3
|
|
|
33.3
|
|
||||
Net income attributable to Ciner Resources LP
|
$
|
13.1
|
|
|
$
|
10.4
|
|
|
$
|
37.6
|
|
|
$
|
31.0
|
|
Other comprehensive income/(loss):
|
|
|
|
|
|
|
|
||||||||
Income/(loss) on derivative financial instruments
|
(2.3
|
)
|
|
0.7
|
|
|
(3.9
|
)
|
|
0.1
|
|
||||
Comprehensive income
|
24.6
|
|
|
22.3
|
|
|
74.0
|
|
|
64.4
|
|
||||
Comprehensive income attributable to non-controlling interest
|
12.7
|
|
|
11.5
|
|
|
38.4
|
|
|
33.3
|
|
||||
Comprehensive income attributable to Ciner Resources LP
|
$
|
11.9
|
|
|
$
|
10.8
|
|
|
$
|
35.6
|
|
|
$
|
31.1
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Common - Public and Ciner Holdings (basic and diluted)
|
$
|
0.65
|
|
|
$
|
0.52
|
|
|
$
|
1.88
|
|
|
$
|
1.55
|
|
Subordinated - Ciner Holdings (basic and diluted)
|
$
|
0.65
|
|
|
$
|
0.52
|
|
|
$
|
1.88
|
|
|
$
|
1.55
|
|
|
|
|
|
|
|
|
|
||||||||
Limited partner units outstanding:
|
|
|
|
|
|
|
|
||||||||
Weighted average common units outstanding (basic and diluted)
|
9.8
|
|
9.8
|
|
9.8
|
|
9.8
|
||||||||
Weighted average subordinated units outstanding (basic and diluted)
|
9.8
|
|
9.8
|
|
9.8
|
|
9.8
|
|
As of
|
||||||
(In millions)
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
13.7
|
|
|
$
|
31.0
|
|
Accounts receivable, net
|
30.8
|
|
|
35.5
|
|
||
Accounts receivable - ANSAC
|
67.4
|
|
|
70.4
|
|
||
Due from affiliates, net
|
10.1
|
|
|
19.6
|
|
||
Inventory
|
29.7
|
|
|
22.5
|
|
||
Other current assets
|
1.5
|
|
|
1.8
|
|
||
Total current assets
|
153.2
|
|
|
180.8
|
|
||
Property, plant and equipment, net
|
254.0
|
|
|
245.0
|
|
||
Other non-current assets
|
21.8
|
|
|
21.6
|
|
||
Total assets
|
$
|
429.0
|
|
|
$
|
447.4
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
12.3
|
|
|
$
|
13.1
|
|
Due to affiliates
|
4.2
|
|
|
7.1
|
|
||
Accrued expenses
|
28.7
|
|
|
29.5
|
|
||
Total current liabilities
|
45.2
|
|
|
49.7
|
|
||
Long-term debt
|
121.0
|
|
|
145.0
|
|
||
Other non-current liabilities
|
6.7
|
|
|
4.2
|
|
||
Total liabilities
|
172.9
|
|
|
198.9
|
|
||
Commitments and Contingencies (See Note 9)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common unitholders - Public and Ciner Holdings (9.8 units issued and outstanding at September 30, 2015 and December 31, 2014, respectively)
|
109.2
|
|
|
106.3
|
|
||
Subordinated unitholders - Ciner Holdings (9.8 units issued and outstanding at September 30, 2015 and December 31, 2014, respectively)
|
40.6
|
|
|
37.9
|
|
||
General partner unitholders - Ciner Resource Partners LLC (0.4 units issued and outstanding at September 30, 2015 and December 31, 2014, respectively)
|
3.9
|
|
|
3.8
|
|
||
Accumulated other comprehensive loss
|
(2.4
|
)
|
|
(0.4
|
)
|
||
Partners' capital attributable to Ciner Resources LP
|
151.3
|
|
|
147.6
|
|
||
Non-controlling interest
|
104.8
|
|
|
100.9
|
|
||
Total equity
|
256.1
|
|
|
248.5
|
|
||
Total liabilities and partners' equity
|
$
|
429.0
|
|
|
$
|
447.4
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
77.9
|
|
|
$
|
64.3
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization expense
|
17.4
|
|
|
16.8
|
|
||
Loss on disposal of assets, net
|
—
|
|
|
1.0
|
|
||
Equity-based compensation expense
|
0.5
|
|
|
0.3
|
|
||
Other non-cash items
|
0.8
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
(Increase)/decrease in:
|
|
|
|
||||
Accounts receivable, net
|
4.7
|
|
|
1.4
|
|
||
Accounts receivable - ANSAC
|
3.0
|
|
|
7.2
|
|
||
Due from affiliates, net
|
9.5
|
|
|
2.3
|
|
||
Inventory
|
(7.4
|
)
|
|
(4.8
|
)
|
||
Other current and other non-current assets
|
(0.3
|
)
|
|
(0.6
|
)
|
||
Increase/(decrease) in:
|
|
|
|
||||
Accounts payable
|
1.6
|
|
|
(3.6
|
)
|
||
Due to affiliates
|
(1.6
|
)
|
|
2.8
|
|
||
Accrued expenses and other liabilities
|
(3.2
|
)
|
|
(0.4
|
)
|
||
Net cash provided by operating activities
|
102.9
|
|
|
86.7
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(28.1
|
)
|
|
(13.9
|
)
|
||
Net cash used in investing activities
|
(28.1
|
)
|
|
(13.9
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Due to affiliates
|
(1.3
|
)
|
|
—
|
|
||
Borrowings on revolving credit facility
|
4.0
|
|
|
—
|
|
||
Repayments on revolving credit facility
|
(28.0
|
)
|
|
—
|
|
||
Distributions to common unitholders
|
(15.8
|
)
|
|
(15.4
|
)
|
||
Distributions to general partner
|
(0.7
|
)
|
|
(0.6
|
)
|
||
Distributions to subordinated unitholders
|
(15.7
|
)
|
|
(15.3
|
)
|
||
Distributions to non-controlling interest
|
(34.6
|
)
|
|
(32.2
|
)
|
||
Net cash used in financing activities
|
(92.1
|
)
|
|
(63.5
|
)
|
||
Net increase/(decrease) in cash and cash equivalents
|
(17.3
|
)
|
|
9.3
|
|
||
Cash and cash equivalents at beginning of period
|
31.0
|
|
|
46.9
|
|
||
Cash and cash equivalents at end of period
|
$
|
13.7
|
|
|
$
|
56.2
|
|
•
|
Adjusted EBITDA;
|
•
|
Distributable cash flow; and
|
•
|
Distribution coverage ratio.
|
•
|
our operating performance as compared to other publicly traded partnerships in our industry, without regard to historical cost basis or, in the case of Adjusted EBITDA, financing methods;
|
•
|
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;
|
•
|
our ability to incur and service debt and fund capital expenditures; and
|
•
|
the viability of capital expenditure projects and the returns on investment of various investment opportunities.
|