(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _______ to ________
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DELAWARE
(State or other jurisdiction of
Incorporation or Organization)
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46-2613366
(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common units representing limited partnership interests
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
þ
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Non-accelerated filer
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(Do not check if a
smaller reporting company)
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Smaller reporting company
¨
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Page Number
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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changes in general economic conditions in the United States and globally;
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changes in our relationships with our customers or the loss of or adverse developments at major customers, including the American Natural Soda Ash Corporation, or ANSAC;
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the demand for soda ash and the development of glass and glass making products alternatives;
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changes in soda ash prices;
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changes in demand for glass in the construction, automotive and beverage industries;
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shifts in glass production from the United States to international locations;
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the ability of our competitors to develop more efficient mining and processing techniques;
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operating hazards and other risks incidental to the mining, processing and shipment of trona ore and soda ash;
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natural disasters, weather-related delays, casualty losses and other matters beyond our control;
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increases in electricity and natural gas prices paid by us;
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inability to renew our mineral leases and license or material changes in lease or license royalties;
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disruption in railroad or shipping services or increases in rail, vessel and other transportation costs;
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deterioration in our labor relations;
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large customer defaults;
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the price and availability of debt and equity financing;
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changes in interest rates;
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foreign exchange rate risks, including, but not limited to, advantageous foreign exchange rates utilized by our foreign competitors in the sale of soda ash;
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changes in the availability and cost of capital;
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our lack of asset and geographic diversification, including reliance on a single facility for conducting our operations;
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our reliance on insurance policies that may not fully cover an accident or event that causes significant damage to our facility or causes extended business interruption;
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anticipated operating and recovery rates at our facility;
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shutdowns (either temporary or permanent), including, without limitation, the timing and length of planned maintenance outages;
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increased competition and supply from international soda ash producers, especially in China and Ciner Group in Turkey;
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risks related to the use of technology and cybersecurity;
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potential increases in costs resulting from being a publicly traded partnership;
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exemptions we rely on in connection with NYSE corporate governance requirements;
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risks related to our internal control over financial reporting and our disclosure controls and procedures;
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risks relating to our relationships with Ciner Enterprises or its affiliates (including, but not limited to, Ciner Group in Turkey);
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control of our general partner by Ciner Enterprises or its affiliates (including, but not limited to, Ciner Group in Turkey);
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the conflicts of interest faced by our senior management team, which operates both us and our general partner and are employed by Ciner Corp or its other affiliates;
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limitations on the fiduciary duties owed by our general partner to us and our limited partners which are included in the partnership agreement;
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changes in our treatment as a partnership for U.S. federal income or state income tax purposes; and
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the effects of existing and future laws and governmental regulations.
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Year Ended December 31,
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2015
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2014
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2013
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2012
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2011
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Operating and Other Data:
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(thousands of short tons, except for ratio data)
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Trona ore consumed
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4,040.3
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3,869.5
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3,921.5
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3,865.4
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3,676.0
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Ore to ash ratio
(1)
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1.52: 1.0
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1.52: 1.0
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1.59: 1.0
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1.56: 1.0
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1.60: 1.0
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Soda ash volume produced
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2,662.9
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2,543.9
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2,461.5
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2,471.2
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2,296.3
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Soda ash volume sold
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2,655.4
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2,548.3
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2,492.2
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2,455.5
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2,308.3
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(1)
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Ore to ash ratio expresses the number of short tons of trona ore used to produce one short ton of soda ash and liquor and includes our deca rehydration recovery process. In general, a lower ore to ash ratio results in lower costs and improved efficiency.
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Location of our mining beds and high purity trona.
Our mining beds are located
800
to
1100
feet below the surface, which is significantly closer to the surface than the mining beds of other operators in the Green River Basin. The relatively shallow depth of our beds compared to other Green River Basin trona mines contributes to favorable ground conditions and improved mining efficiency. Our competitive advantage resides in the fact that we can mine and roof bolt continuously while mining. In addition, the trona in our mining beds has a higher concentration of soda ash as compared to the trona mined at other locations in the Green River Basin, which is typically imbedded or mixed with greater amounts of halite and other impurities. Our trona ore is generally composed of approximately 85% to 89% pure trona.
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Advantageous facility layout.
Our surface site includes a high capacity network of ponds that we use to recapture soda ash lost in processing trona through a process we introduced in 2009 called deca rehydration. Primarily as a result of this process, we have been able to reduce our ore to ash ratio by
5%
over the past
five
years. While other producers in the Green River Basin also utilize deca rehydration, our pond complex enables us to spread deca-saturated water over a large surface area, which facilitates evaporation and access to the resulting deca. Additionally, we can transfer water from one pond to another, a process we call “de-watering,” leaving the first pond dry. De-watering enables us to use front loaders and other hauling equipment to move dry deca from that “de-watered” pond to our processing facility. Other producers in the area instead need to utilize costly dredging techniques to extract deca from their ponds, and the recovered deca is wet, and therefore requires more energy to process than dry deca. Introducing dry deca into our process has also reduced our energy consumption per short ton of soda ash produced.
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Glass manufacturing companies, which account for 50% or more of the consumption of soda ash around the world; and
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Chemical and detergent manufacturing companies.
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Name of Lessor or
Licensor
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Number of
Leases or
Licenses as of
December 31,
2015
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Total
Approximate
Acreage as of
December 31,
2015
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Expiration
Date Range
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Renewals
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Year of
Commencement
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Royalty Rate
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License with Rock Springs
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1
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12,445 acres
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N/A
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Renewed until 2061
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1962
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8% of net sales
(1)
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Leases with the U.S. Government
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4
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7,934 acres
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2017-2025
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We have a preferential renewal right upon application to the Department of the Interior, Bureau of Land Management
(2)
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1961
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6% of gross output
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Leases with the State of Wyoming
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5
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3,079 acres
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2019
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No contractual right to renewal, but leases have been historically renewed for consecutive 10-year periods
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1969
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6% of gross value
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(1)
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Royalty rate increase from 7% in 2014 to 8% in October 2015 is currently the subject of litigation in Wyoming. See Item 3, “Legal Proceedings,” for additional information.
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(2)
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Renewals are typically for
ten
-year periods.
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Proven (Measured) Reserves
—Reserves for which: (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
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Probable (Indicated) Reserves
—Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
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our cost of products sold per short ton will remain consistent with our cost of products sold for the three years ended
December 31, 2015
, which was approximately
$80
per short ton of soda ash;
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the average CIF (carriage, insurance, and freight) sales price will remain consistent with our historical average CIF sales price for the three years ended
December 31, 2015
, which was approximately
$181
per short ton of soda ash;
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we will achieve an annual mining rate of approximately
4.0 million
short tons of trona;
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we will process soda ash with a
90%
recovery rate without accounting for our deca rehydration process;
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the ore to ash ratio for the stated trona reserves is
1.835:1.0
(short tons of trona run-of-mine to short tons of soda ash);
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our run-of-mine ore estimate contains dilution from the mining process;
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we will, in approximately
30-40
years, make necessary equipment modifications to operate at a seam height of 7-feet, although our current mining limit is
9
to
10
feet;
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we will, within the next
four
to
nine
years, conduct “two-seam mining,” which means to perform continuous mining simultaneously on beds 24 and 25 in close proximity;
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our mining costs will remain consistent with
2015
levels;
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our processing costs will remain consistent with
2015
levels;
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we will continue to conduct only conventional mining using the room and pillar method and a non-subsidence mine design;
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we have and will continue to have valid leases and licenses in place with respect to the reserves, and that these leases and licenses can be renewed for the life of the mine based on our extensive history of renewing leases and licenses;
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we have and will continue to have the necessary permits to conduct mining operations with respect to the reserves; and
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we will maintain the necessary tailings storage capacity to maintain tailings disposal between the mine and surface placement for the life-of-mine.
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Right of Access and
Extraction
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Proven
Trona
Reserves
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Average
Run-of-Mine
Grade of
Proven
Trona
Reserves
(% Trona)
(1)
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Probable Trona
Reserves
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Average
Run-of-Mine
Grade of
Probable
Trona
Reserves
(% Trona)
(1)
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Total Proven and
Probable Trona
Reserves
(2)
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Soda Ash Produced
from Total Proven
and Probable Trona
Reserves
(3)
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(In millions of short tons except percentages)
(4)
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License with Rock Springs
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69.5
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86.1
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%
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63.5
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85.4
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%
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133.0
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72.5
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Leases with the U.S. Government
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56.3
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86.3
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%
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56.0
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85.5
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%
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112.3
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61.1
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Leases with the State of Wyoming
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5.7
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87.0
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%
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16.5
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86.2
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%
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22.2
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12.2
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Total
(5)
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131.5
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86.2
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%
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136.0
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85.5
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%
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267.5
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145.8
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(1)
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For purposes of these estimates, the minimum grade for reported tonnage is
85%
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(2)
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The average run-of-mine trona grade, or the percentage of the raw trona mined that comprises soda ash, of our proven and probable trona reserves is approximately
86.2%
and
85.5%
, respectively. These estimates assume out-of-seam dilution of
4
inches. The price used to estimate our proven and probable trona reserves was our historical average CIF (carriage, insurance and freight) sales price for the three years ended
December 31, 2015
, which was approximately
$181
per short ton of soda ash.
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(3)
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Soda ash conversion assumes a
90%
recovery rate, resulting in an ore to ash ratio of
1.835:1.0
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(4)
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The sums of some of the rows and columns may not foot due to rounding.
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(5)
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Except percentages, which are averages.
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present more than two years of audited financial statements, selected financial data and related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Report;
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comply with certain new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB;
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comply with certain new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise;
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provide disclosures regarding executive compensation required of larger public companies; or
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obtain unitholder approval of any golden parachute payments not previously approved.
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we have $1.0 billion or more in annual revenues;
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at least $700 million in market value of our common units are held by non-affiliates;
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we issue more than $1.0 billion of non-convertible debt over a three-year period; or
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the last day of the fiscal year following the fifth anniversary of our initial public offering has passed.
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domestic and international demand for soda ash in the flat glass, container glass, detergent, chemical and paper industries in which our customers operate or serve;
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the amount of royalty payments we are required to pay to our lessors and licensor and the duration of our leases and license;
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political disruptions in the international markets we or our customers serve, including any changes in trade barriers;
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regulatory action affecting the supply of, or demand for, soda ash, our ability to mine trona ore, our transportation logistics, our operating costs or our operating flexibility;
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the level of our operating, maintenance and general and administrative expenses, including reimbursements to our general partner for services provided to us;
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restrictions on distributions contained in debt agreements to which we, Ciner Wyoming or our affiliates are a party;
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future prices of soda ash, mining and production costs, capital expenditures and transportation costs;
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future mining technology;
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the effects of regulation by governmental agencies; and
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geologic and mining conditions, which may not be identified by available exploration data and may differ from our experiences in areas where we currently mine.
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make distributions on or redeem or repurchase its units;
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incur or guarantee additional debt;
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make certain investments and acquisitions;
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incur certain liens or permit them to exist;
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enter into certain types of transactions with affiliates of Ciner Wyoming;
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merge or consolidate with another company; and
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transfer, sell or otherwise dispose of assets.
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unforeseen difficulties extending internal control over financial reporting and performing the required assessment at the newly acquired business or assets;
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potential adverse short-term effects on operating results through increased costs or otherwise;
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diversion of management’s attention and failure to recruit new, and retain existing, key personnel of the acquired business or assets;
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failure to implement infrastructure, logistics and systems integration successfully; and
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the risks inherent in the systems of the acquired business and risks associated with unanticipated events or liabilities, any of which could have a material adverse effect on our business, financial condition and results of operations.
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seismic activity;
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ground failures;
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industrial accidents;
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environmental contamination or leakage;
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fires and explosions;
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unusual and unexpected rock formations or water conditions;
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flooding and periodic interruptions due to inclement or hazardous weather conditions or other acts of nature; and
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mechanical equipment failure and facility performance problems.
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our joint venture partner shares certain blocking rights over transactions between Ciner Wyoming and its affiliates, including us;
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our joint venture partner may take actions contrary to our instructions or requests or contrary to our policies or objectives;
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although we control Ciner Wyoming, we owe contractual duties to Ciner Wyoming and its other owners, which may conflict with our interests and the interests of our unitholders; and
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disputes between us and our joint venture partner may result in delays, litigation or operational impasses.
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make distributions on or redeem or repurchase units;
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incur or guarantee additional debt;
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make certain investments and acquisitions;
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incur certain liens or permit them to exist;
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enter into certain types of transactions with our affiliates;
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merge or consolidate with another company; and
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transfer, sell or otherwise dispose of assets.
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a significant portion of our cash flows could be used to service our indebtedness;
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a high level of debt would increase our vulnerability to general adverse economic and industry conditions;
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the covenants contained in the agreements governing our outstanding indebtedness will limit our ability to borrow additional funds, dispose of assets, pay distributions and make certain investments;
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a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged, and therefore may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing;
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our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and our industry; and
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a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, distributions or for general corporate or other purposes.
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make distributions on or redeem or repurchase equity interests, other than distributions to our and Ciner Wyoming’s unitholders;
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incur or guarantee additional debt, other than debt incurred under the Revolving Credit Facility or the Ciner Wyoming Credit Facility, among certain other types of permitted debt;
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make certain investments and acquisitions, other than acquisitions by each of Ciner Wyoming and us, in an amount not to exceed $10 million and $2 million, respectively, and other exceptions set forth therein;
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incur certain liens or permit them to exist, other than, with respect to our and Ciner Wyoming’s liens, an aggregate amount outstanding at any time equal to $200,000 and $1 million, respectively;
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enter into certain types of transaction with affiliates, other than transactions between Ciner Wyoming and us;
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merge or consolidate with another company; or
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transfer, sell or otherwise dispose of assets, other than our and Ciner Wyoming’s dispositions of assets with a net book value not to exceed $500,000 and $2.5 million, respectively, in any given year.
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the federal Clean Air Act and analogous state laws that impose obligations related to air emissions;
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the federal Comprehensive Environmental Response, Compensation and Liability Act, known as CERCLA or the Superfund law, and analogous state laws that regulate the cleanup of hazardous substances that may be or have been released at properties currently or previously owned or operated by us or at locations to which our wastes are or have been transported for disposal;
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the federal Water Pollution Control Act, or the Clean Water Act, and analogous state laws that regulate discharges from our facilities into state and federal waters, including wetlands and the Green River;
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the federal Resource Conservation and Recovery Act, or RCRA, and analogous state laws that impose requirements for the storage, treatment and disposal of solid and hazardous waste from our facilities;
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the Endangered Species Act, or ESA; and
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the Toxic Substances Control Act, or TSCA, and analogous state laws that impose requirements on the use, storage and disposal of various chemicals and chemical substances at our facility.
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the State of Wyoming’s future decision to require mining operations to maintain surety bonds instead of self-bonds;
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continued increases in the amount of our self-bond;
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the lack of availability, high expense, or unreasonable terms of financial assurances;
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the ability of future financial assurance counterparties to require collateral; and
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the exercise by financial assurance counterparties of any rights to refuse to renew the financial assurance instruments.
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neither our partnership agreement nor any other agreement requires Ciner Enterprises to pursue a business strategy that favors us, and the directors and officers of Ciner Enterprises have a fiduciary duty to make these decisions in the best interests of Ciner Enterprises, which may be contrary to our interests. Ciner Enterprises may choose to shift the focus of its investment and growth to areas not served by our assets;
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our general partner is allowed to take into account the interests of parties other than us, such as Ciner Enterprises, in exercising certain rights under our partnership agreement, which may effectively limit its duty to our unitholders;
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many of the officers and
four
of the directors of our general partner are also officers and/or directors of Ciner Corp, a subsidiary of Ciner Enterprises, and will owe fiduciary duties to Ciner Corp and Ciner Enterprises. The officers of our general partner that are also officers of Ciner Corp will devote significant time to the business of Ciner Corp and will be compensated by Ciner Corp accordingly;
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our partnership agreement replaces the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing its duties, limits our general partner’s liabilities and restricts the remedies available to our unitholders for actions that, without such limitations, might constitute breaches of fiduciary duty;
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except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval;
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our largest customer is ANSAC, of which our affiliate, Ciner Corp, is one of three members, and the officers of our general partner periodically serve as chairman of ANSAC;
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Ciner Enterprises and its affiliates are not limited in its ability to compete with us and may compete directly with us for acquisition opportunities;
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our general partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership securities and the level of reserves, each of which can affect the amount of cash that we distribute to our unitholders;
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our general partner determines the amount and timing of any capital expenditure and whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus, or an expansion or investment capital expenditure, which does not reduce operating surplus. Our partnership agreement does not set a limit on the amount of maintenance capital expenditures that our general partner may determine to be necessary or appropriate. Please read Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations
—
Liquidity and Capital Resources
—
Capital Expenditures” for a discussion regarding when a capital expenditure constitutes a maintenance capital expenditure or an expansion capital expenditure. This determination can affect the amount of cash that is distributed to our unitholders, which, in turn, may affect the ability of the subordinated units to convert. Please read Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
—
Subordinated Units,” for more information;
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our general partner may cause us to borrow funds to pay cash distributions, even if the purpose or effect of the borrowing is to make a distribution on the subordinated units, to make incentive distributions or to accelerate the expiration of the subordination period;
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our partnership agreement permits us to classify up to $20.0 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on our subordinated units or to our general partner in respect of the incentive distribution rights;
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our general partner determines which costs incurred by it and its affiliates are reimbursable by us;
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our partnership agreement does not restrict our general partner from causing us to pay our general partner or its affiliates for any services rendered to us or from entering into additional contractual arrangements with its affiliates on our behalf;
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our general partner intends to limit its liability regarding our contractual and other obligations;
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our general partner may exercise its right to call and purchase our common units if it and its affiliates own more than 80% of the common units;
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our general partner controls the enforcement of obligations that it and its affiliates owe to us, including Ciner Corp’s obligations under the Service Agreement and its commercial agreement with us;
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our general partner decides whether to retain separate counsel, accountants or others to perform services for us;
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our general partner may transfer its incentive distribution rights without unitholder approval; and
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•
|
our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our general partner’s incentive distribution rights without the approval of the conflicts committee of the board of directors of our general partner or the unitholders. Any such election may result in lower distributions to the common unitholders in certain situations.
|
•
|
how to allocate business opportunities among us and its affiliates;
|
•
|
whether to exercise its limited call right;
|
•
|
whether to seek approval of the resolution of a conflict of interest by the conflicts committee of the board of directors of our general partner;
|
•
|
how to exercise its voting rights with respect to the units it owns;
|
•
|
whether to exercise its registration rights;
|
•
|
whether to elect to reset target distribution levels;
|
•
|
whether to transfer the incentive distribution rights or any units it owns to a third party; and
|
•
|
whether or not to consent to any merger, consolidation or conversion of the partnership or amendment to the partnership agreement.
|
•
|
whenever our general partner, the board of directors of our general partner or any committee thereof (including the conflicts committee) makes a determination or takes, or declines to take, any other action in their respective capacities, our general partner, the board of directors of our general partner and any committee thereof (including the conflicts committee), as applicable, is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the decision was in the best interests of our partnership, and, except as specifically provided by our partnership agreement, will not be subject to any other or different standard imposed by our partnership agreement, Delaware law, or any other law, rule or regulation, or at equity;
|
•
|
our general partner will not have any liability to us or our unitholders for a decision made in its capacity as a general partner so long as such decisions are made in good faith;
|
•
|
our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and
|
•
|
our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or our limited partners if a transaction with an affiliate or the resolution of a conflict of interest is:
|
◦
|
approved by the conflicts committee of the board of directors of our general partner, although our general partner is not obligated to seek such approval;
|
◦
|
approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner and its affiliates;
|
◦
|
determined by the board of directors of our general partner to be on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or
|
◦
|
determined by the board of directors of our general partner to be fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us.
|
•
|
our existing unitholders’ proportionate ownership interest in us will decrease;
|
•
|
the amount of cash available for distribution on each unit may decrease;
|
•
|
because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;
|
•
|
because the amount payable to holders of incentive distribution rights is based on a percentage of the total cash available for distribution, the distributions to holders of incentive distribution rights will increase even if the per unit distribution on common units remains the same;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished;
|
•
|
the market price of the common units may decline;
|
•
|
the amounts available for distributions to our common unitholders may be reduced or eliminated; and
|
•
|
the claims of the common unitholders to our assets in the event of our liquidations may be subordinated.
|
•
|
we were conducting business in a state but had not complied with that particular state’s partnership statute; or
|
•
|
your right to act with other unitholders to remove or replace the general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitute “control” of our business.
|
|
|
Sales Price per Common Units
|
|
Quarterly Cash Distribution Declared per Unit
|
|
Distribution Date
|
|
Record Date
|
||||||||
Quarter Ended
|
|
High
|
|
Low
|
|
|
|
|||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
$
|
24.77
|
|
|
$
|
19.55
|
|
|
$
|
0.5575
|
|
|
2/12/2016
|
|
1/29/2016
|
Third Quarter
|
|
26.10
|
|
|
19.45
|
|
|
0.5510
|
|
|
11/13/2015
|
|
10/30/2015
|
|||
Second Quarter
|
|
25.61
|
|
|
21.60
|
|
|
0.5445
|
|
|
8/14/2015
|
|
7/31/2015
|
|||
First Quarter
|
|
27.00
|
|
|
22.20
|
|
|
0.5380
|
|
|
5/15/2015
|
|
5/1/2015
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||
2014
|
|
|
|
|
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
$
|
25.89
|
|
|
$
|
20.70
|
|
|
$
|
0.5315
|
|
|
2/13/2015
|
|
1/30/2015
|
Third Quarter
|
|
25.90
|
|
|
21.81
|
|
|
0.5250
|
|
|
11/14/2014
|
|
10/31/2014
|
|||
Second Quarter
|
|
26.19
|
|
|
21.10
|
|
|
0.5000
|
|
|
8/14/2014
|
|
8/1/2014
|
|||
First Quarter
|
|
22.85
|
|
|
20.22
|
|
|
0.5000
|
|
|
5/15/2014
|
|
4/30/2014
|
•
|
provide for the proper conduct of our business (including reserves for our future capital expenditures and for anticipated future credit needs subsequent to that quarter);
|
•
|
comply with applicable law, any of our debt instruments or other agreements; or
|
•
|
provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters (provided that our general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent us from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter);
|
|
|
|
Marginal Percentage
Interest in
Distributions
|
||||
|
Total Quarterly
Distribution per Unit
Target Amount
|
|
Unitholders
|
|
General Partner
|
||
Minimum Quarterly Distribution
|
$0.5000
|
|
98.0
|
%
|
|
2.0
|
%
|
First Target Distribution
|
above $0.5000 up to $0.5750
|
|
98.0
|
%
|
|
2.0
|
%
|
Second Target Distribution
|
above $0.5750 up to $0.6250
|
|
85.0
|
%
|
|
15.0
|
%
|
Third Target Distribution
|
above $0.6250 up to $0.7500
|
|
75.0
|
%
|
|
25.0
|
%
|
Thereafter
|
above $0.7500
|
|
50.0
|
%
|
|
50.0
|
%
|
Issuer Purchases of Equity Securities
|
|||||||||
Period
|
Total Number of Units Purchased
(1)
|
Average Price Paid per Unit
|
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number of Units That May Yet Be Purchased Under the Plans
|
|||||
October 1 - October 31
|
17,735
|
|
$
|
24.12
|
|
—
|
|
—
|
|
November 1 - November 30
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
December 1 - December 31
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
Total
|
17,735
|
|
$
|
24.12
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Predecessor Historical
|
||||||||||||
Statement of operations data:
|
|
For the years ended December 31,
|
||||||||||||||||||
(In millions, except per unit data)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Results of Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
486.4
|
|
|
465.0
|
|
|
442.1
|
|
|
462.6
|
|
|
421.9
|
|
|||||
Cost of products sold, including freight costs, depreciation, depletion and amortization expense
|
|
356.1
|
|
|
347.7
|
|
|
349.0
|
|
|
331.5
|
|
|
308.4
|
|
|||||
Selling, general and administrative expenses
|
|
20.0
|
|
|
20.3
|
|
|
13.2
|
|
|
11.8
|
|
|
10.9
|
|
|||||
Loss on disposal of assets, net
|
|
0.2
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
|
110.1
|
|
|
96.0
|
|
|
79.9
|
|
|
119.3
|
|
|
102.6
|
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||||
Interest expense
|
|
(4.0
|
)
|
|
(5.2
|
)
|
|
(2.9
|
)
|
|
(1.5
|
)
|
|
(1.5
|
)
|
|||||
Other - net
|
|
0.1
|
|
|
1.1
|
|
|
0.7
|
|
|
(0.6
|
)
|
|
—
|
|
|||||
Income before provision for income taxes
|
|
106.2
|
|
|
91.9
|
|
|
77.7
|
|
|
117.4
|
|
|
101.3
|
|
|||||
Provision for income taxes
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|
16.4
|
|
|
14.6
|
|
|||||
Net income
|
|
$
|
106.2
|
|
|
$
|
91.9
|
|
|
$
|
70.6
|
|
|
$
|
101.0
|
|
|
$
|
86.7
|
|
Net income attributable to non-controlling interest
|
|
54.7
|
|
|
47.4
|
|
|
44.3
|
|
|
65.9
|
|
|
58.2
|
|
|||||
Net income attributable to Ciner Resources LP
|
|
$
|
51.5
|
|
|
$
|
44.5
|
|
|
$
|
26.3
|
|
|
$
|
35.1
|
|
|
$
|
28.5
|
|
Less: Predecessor net income prior to initial public offering on September 18, 2013
|
|
—
|
|
|
—
|
|
|
13.3
|
|
|
**
|
|
**
|
|||||||
Net income attributable to Ciner Resources LP subsequent to initial public offering
|
|
$
|
51.5
|
|
|
$
|
44.5
|
|
|
$
|
13.0
|
|
|
**
|
|
**
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per limited partner unit subsequent to initial public offering:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common - Public and Ciner Holdings (basic and diluted)
|
|
$
|
2.58
|
|
|
$
|
2.23
|
|
|
$
|
0.65
|
|
|
**
|
|
**
|
||||
Subordinated - Ciner Holdings (basic and diluted)
|
|
$
|
2.58
|
|
|
$
|
2.23
|
|
|
$
|
0.65
|
|
|
**
|
|
**
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Limited partner units outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common units outstanding (basic and diluted)
|
|
9.8
|
|
9.8
|
|
9.8
|
|
**
|
|
**
|
||||||||||
Weighted average subordinated units outstanding (basic and diluted)
|
|
9.8
|
|
9.8
|
|
9.8
|
|
**
|
|
**
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash distribution declared per unit
(1)
|
|
$
|
2.1910
|
|
|
$
|
2.0565
|
|
|
$
|
0.5707
|
|
|
**
|
|
**
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
(2)
|
|
$
|
133.9
|
|
|
$
|
120.5
|
|
|
$
|
104.4
|
|
|
$
|
142.4
|
|
|
$
|
126.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributable cash flow
(1)(2)
|
|
$
|
55.7
|
|
|
$53.1
|
|
$14.0
|
|
**
|
|
**
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distribution coverage ratio
(1)(2)
|
|
1.27
|
|
|
1.29
|
|
1.23
|
|
**
|
|
**
|
|
(1)
|
For the year ended December 31, 2013, cash distribution declared per unit, distributable cash flow and distribution coverage ratio are as of the period from September 18, 2013, the closing date of our IPO, through December 31, 2013.
|
(2)
|
Adjusted EBITDA is defined as net income (loss) plus net interest expense, income tax, depreciation, depletion and amortization and certain other expenses that are non-cash charges or that we consider not to be indicative of ongoing operations. Please see non-GAAP reconciliations in, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures” for additional information.
|
|
|
|
|
|
|
|
|
Predecessor Historical
|
||||||||||||
Balance sheet data (at period end):
|
|
As of December 31,
|
||||||||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Total assets
|
|
$
|
423.2
|
|
|
$
|
447.4
|
|
|
$
|
442.0
|
|
|
$
|
425.6
|
|
|
$
|
393.0
|
|
Long-term debt
|
|
110.0
|
|
|
145.0
|
|
|
155.0
|
|
|
48.0
|
|
|
52.0
|
|
|||||
Partners’ capital attributable to Ciner Resources LP
|
|
156.0
|
|
|
147.6
|
|
|
144.6
|
|
|
129.9
|
|
|
125.2
|
|
|||||
Non-controlling interests
|
|
107.2
|
|
|
100.9
|
|
|
96.7
|
|
|
142.5
|
|
|
120.6
|
|
|||||
Total equity
|
|
263.2
|
|
|
248.5
|
|
|
241.3
|
|
|
272.3
|
|
|
245.8
|
|
Cash flow data (at period end):
|
|
|
|
|
|
Predecessor Historical
|
||||||||||||||
(In millions)
|
|
For the years ended December 31,
|
||||||||||||||||||
Cash provided by (used in):
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Operating activities
|
|
$
|
150.2
|
|
|
$
|
106.1
|
|
|
$
|
100.3
|
|
|
$
|
101.8
|
|
|
$
|
90.1
|
|
Investing activities
|
|
(35.7
|
)
|
|
(27.2
|
)
|
|
(16.2
|
)
|
|
(27.4
|
)
|
|
(25.8
|
)
|
|||||
Financing activities
|
|
(125.1
|
)
|
|
(94.8
|
)
|
|
(59.9
|
)
|
|
(78.5
|
)
|
|
(48.3
|
)
|
|||||
Capital Expenditures
|
|
(35.7
|
)
|
|
(27.2
|
)
|
|
(16.2
|
)
|
|
(27.4
|
)
|
|
(25.8
|
)
|
|
|
Years Ended December 31,
|
||||||||||
(In millions; except for operating and other data section)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
$
|
486.4
|
|
|
$
|
465.0
|
|
|
$
|
442.1
|
|
Cost of products sold:
|
|
|
|
|
|
|
||||||
Cost of products sold
|
|
210.3
|
|
|
201.6
|
|
|
202.4
|
|
|||
Depreciation, depletion and amortization expense
|
|
23.7
|
|
|
22.4
|
|
|
23.9
|
|
|||
Freight costs
|
|
122.1
|
|
|
123.7
|
|
|
122.7
|
|
|||
Total cost of products sold
|
|
356.1
|
|
|
347.7
|
|
|
349.0
|
|
|||
Gross profit
|
|
130.3
|
|
|
117.3
|
|
|
93.1
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
|
20.0
|
|
|
20.3
|
|
|
13.2
|
|
|||
Loss on disposal of assets, net
|
|
0.2
|
|
|
1.0
|
|
|
—
|
|
|||
Total operating expenses
|
|
20.2
|
|
|
21.3
|
|
|
13.2
|
|
|||
Operating income
|
|
110.1
|
|
|
96.0
|
|
|
79.9
|
|
|||
Other income/(expenses):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(4.0
|
)
|
|
(5.2
|
)
|
|
(2.9
|
)
|
|||
Other - net
|
|
0.1
|
|
|
1.1
|
|
|
0.7
|
|
|||
Total other income/(expense), net
|
|
(3.9
|
)
|
|
(4.1
|
)
|
|
(2.2
|
)
|
|||
Income before provision for income taxes
|
|
106.2
|
|
|
91.9
|
|
|
77.7
|
|
|||
Provision for income taxes
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|||
Net income
|
|
$
|
106.2
|
|
|
$
|
91.9
|
|
|
$
|
70.6
|
|
Net income attributable to non-controlling interest
|
|
54.7
|
|
|
47.4
|
|
|
44.3
|
|
|||
Net income attributable to Ciner Resources LP
|
|
$
|
51.5
|
|
|
$
|
44.5
|
|
|
$
|
26.3
|
|
Less: Predecessor net income prior to initial public offering on September 18, 2013
|
|
—
|
|
|
—
|
|
|
13.3
|
|
|||
Net income attributable to Ciner Resources LP subsequent to initial public offering
|
|
$
|
51.5
|
|
|
$
|
44.5
|
|
|
$
|
13.0
|
|
|
|
|
|
|
|
|
||||||
Operating and Other Data:
|
|
|
|
|
|
|
||||||
Trona ore consumed
|
|
4,040.3
|
|
|
3,869.5
|
|
|
3,921.5
|
|
|||
Ore to ash ratio
(1)
|
|
1.52: 1.0
|
|
|
1.52: 1.0
|
|
|
1.59: 1.0
|
|
|||
Soda ash volume produced (thousands of short tons)
|
|
2,662.9
|
|
|
2,543.9
|
|
|
2,461.5
|
|
|||
Soda ash volume sold (thousands of short tons)
|
|
2,655.4
|
|
|
2,548.3
|
|
|
2,492.2
|
|
|||
Adjusted EBITDA
(2)
|
|
$
|
133.9
|
|
|
$
|
120.5
|
|
|
$
|
104.4
|
|
Adjusted EBITDA per short ton
(3)
|
|
$
|
50.43
|
|
|
$
|
47.29
|
|
|
$
|
41.89
|
|
|
(1)
|
Ore to ash ratio expresses the number of short tons of trona ore needed to produce one short ton of soda ash and liquor and includes our deca rehydration recovery process.
|
(2)
|
For a discussion of the non-GAAP financial measure Adjusted EBITDA, please read “Non-GAAP Financial Measures” of this Management’s Discussion and Analysis.
|
(3)
|
Reflects Adjusted EBITDA divided by sales volumes.
|
|
|
Years Ended
December 31, |
|
Percent Increase/(Decrease)
|
||||||||||||||
($ in millions, except per ton data)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs 2014
|
|
2014 vs 2013
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
|
$
|
194.0
|
|
|
$
|
194.8
|
|
|
$
|
195.1
|
|
|
(0.4
|
)%
|
|
(0.2
|
)%
|
International
|
|
$
|
292.4
|
|
|
$
|
270.2
|
|
|
$
|
247.0
|
|
|
8.2
|
%
|
|
9.4
|
%
|
Total net sales
|
|
$
|
486.4
|
|
|
$
|
465.0
|
|
|
$
|
442.1
|
|
|
4.6
|
%
|
|
5.2
|
%
|
Sales volumes:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic (thousands of short tons)
|
|
851.9
|
|
|
817.8
|
|
|
802.6
|
|
|
4.2
|
%
|
|
1.9
|
%
|
|||
International (thousands of short tons)
|
|
1,803.5
|
|
|
1,730.5
|
|
|
1,689.6
|
|
|
4.2
|
%
|
|
2.4
|
%
|
|||
Total soda ash volume sold (thousands of short tons)
|
|
2,655.4
|
|
|
2,548.3
|
|
|
2,492.2
|
|
|
4.2
|
%
|
|
2.3
|
%
|
|||
Average sales price (per short ton):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
|
$
|
227.78
|
|
|
$
|
238.20
|
|
|
$
|
243.05
|
|
|
(4.4
|
)%
|
|
(2.0
|
)%
|
International
|
|
$
|
162.11
|
|
|
$
|
156.16
|
|
|
$
|
146.23
|
|
|
3.8
|
%
|
|
6.8
|
%
|
Average
|
|
$
|
183.18
|
|
|
$
|
182.49
|
|
|
$
|
177.41
|
|
|
0.4
|
%
|
|
2.9
|
%
|
Percent of net sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic sales
|
|
39.9
|
%
|
|
41.9
|
%
|
|
44.1
|
%
|
|
|
|
|
|||||
International sales
|
|
60.1
|
%
|
|
58.1
|
%
|
|
55.9
|
%
|
|
|
|
|
|||||
Total percent of net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
•
|
an increase
of
14.2%
in royalties paid to
$21.7 million
for the year ended
December 31, 2015
, as compared to
$19.0 million
for the year ended
December 31, 2014
, driven by increased sales volumes and an increase in the federal royalty rate to 6% from 4% as a result of the Helium Stewardship Act of 2013 expiring in September 2015;
|
•
|
an increase
of
12.3%
in compensation and benefits to
$65.9 million
for year ended
December 31, 2015
, compared to
$58.7 million
for the year ended
December 31, 2014
, partly due to a
$4.6 million
increase
in pension benefit expense driven by unfavorable effects of lower actuarial discount rates and market returns and
$2.1 million
increase in salaries and wages;
|
•
|
an increase
in operating and maintenance supply costs of
6.5%
to
$19.6 million
for year ended
December 31, 2015
, compared to
$18.4 million
for the year ended
December 31, 2014
, partly due to scope of maintenance projects and unplanned equipment repairs; and
|
•
|
an increase
of
5.8%
in depreciation, depletion and amortization expense to
$23.7 million
for year ended
December 31, 2015
, compared to
$22.4 million
for the year ended
December 31, 2014
; partly offset by
|
•
|
a decrease
of
5.5%
in energy costs to
$61.8 million
for the year ended
December 31, 2015
, compared to
$65.4 million
for the year ended
December 31, 2014
, due primarily to lower natural gas prices; and
|
•
|
a decrease
of
1.3%
in freight costs to
$122.1 million
for the year ended
December 31, 2015
, as compared to
$123.7 million
for the year ended
December 31, 2014
, due to one of our large domestic customer contracts taking delivery of product at our plant.
|
•
|
a decrease in operating and maintenance supply costs of 7.1% to $18.4 million for year ended December 31, 2014, compared to $19.8 million for the year ended December 31, 2013, partly due to decreased equipment maintenance costs in the mine;
|
•
|
a decrease of 7.0% in salaries and benefits to $54.7 million for year ended December 31, 2014, compared to $58.8 million for the year ended December 31, 2013, partly due to a $5.3 million reduction in pension benefit expense driven by favorable effects of higher actuarial discount rates and market returns;
|
•
|
a decrease of 6.3% in depreciation, depletion and amortization expense to $22.4 million for year ended December 31, 2014, compared to $23.9 million for the year ended December 31, 2013, due primarily to certain in-service equipment reaching their maximum depreciable lives, moderately offset by, fixed asset additions during the year; and
|
•
|
a decrease of 3.1% in royalties paid to $19.0 million for the year ended December 31, 2014, as compared to $19.6 million for the year ended December 31, 2013, driven by a reduction in the federal royalty rate from 6% to 4% (“Helium Stewardship Act of 2013”), which expired in September 2015, partially offset by an increase in royalty accruals due to increased production volumes during the year; partly offset by
|
•
|
an increase of 16.7% in natural gas costs to $38.5 million for the year ended December 31, 2014, compared to $33.0 million for the year ended December 31, 2013, due to higher prices and production volume growth; and
|
•
|
an increase of 0.8% in freight costs to $123.7 million for the year ended December 31, 2014, as compared to $122.7 million for the year ended December 31, 2013, due to higher sales volume.
|
•
|
cash generated from our operations;
|
•
|
Approximately
$80 million
($190 million, less
$90 million
outstanding and less standby letters of credit of
$20 million
), is available for borrowing and undrawn under the Ciner Wyoming Credit Facility (as defined in Part II, Item 8, Financial Statements and Supplementary Data - Note
8
, “Debt”), subject to availability. During the year ended
December 31, 2015
we had net repayments on the Ciner Wyoming Credit Facility of
$35 million
;
|
•
|
$10 million
available for borrowing under the Revolving Credit Facility (as defined in Part II, Item 8, Financial Statements and Supplementary Data - Note
8
, “Debt”), subject to availability.
|
|
Years Ended December 31,
|
|
Percent Increase/(Decrease)
|
||||||||||||||
($ in millions)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs 2014
|
|
2014 vs 2013
|
||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
$
|
150.2
|
|
|
$
|
106.1
|
|
|
$
|
100.3
|
|
|
41.6
|
%
|
|
5.8
|
%
|
Investing activities
|
(35.7
|
)
|
|
(27.2
|
)
|
|
(16.2
|
)
|
|
31.3
|
%
|
|
67.9
|
%
|
|||
Financing activities
|
(125.1
|
)
|
|
(94.8
|
)
|
|
(59.9
|
)
|
|
32.0
|
%
|
|
58.3
|
%
|
•
|
an increase
of
15.6%
in net income during the year ended
December 31, 2015
, compared to prior year; and
|
•
|
an increase
in cash flows
provided by
working capital of
$17.8 million
during the year ended
December 31, 2015
compared to
$9.8 million
of cash flows
used in
in working capital in the prior year.
|
•
|
an increase of 30.2% in net income during the year ended December 31, 2014, compared to prior year; offset by
|
•
|
a decrease in cash flows used in working capital of $9.8 million during the year ended December 31, 2014 compared to $5.5 million of cash flows provided by working capital in the prior year.
|
($ in millions)
|
As of and for the quarter ended
|
|
As of and for the year ended
|
|
As of and for the year ended
|
|
As of and for the year ended
|
||||||||
|
December 31,
2015 |
|
December 31,
2014 |
|
December 31,
2013 |
||||||||||
Short-term borrowings from banks:
|
|
|
|
|
|
|
|
|
|||||||
Outstanding amount at period ending
|
$
|
90.0
|
|
|
$
|
90.0
|
|
|
$
|
125.0
|
|
|
$
|
135.0
|
|
Weighted average interest rate at period ending
|
2.9
|
%
|
|
2.9
|
%
|
|
2.8
|
%
|
|
2.2
|
%
|
||||
Average daily amount outstanding for the period
|
$
|
100.0
|
|
|
$
|
113.7
|
|
|
$
|
135.0
|
|
|
$
|
135.0
|
|
Weighted average daily interest rate for the period
|
2.8
|
%
|
|
2.8
|
%
|
|
2.9
|
%
|
|
2.2
|
%
|
||||
Maximum month-end amount outstanding during the period
|
$
|
101.0
|
|
|
$
|
125.0
|
|
|
$
|
135.0
|
|
|
$
|
135.0
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt
|
$
|
—
|
|
|
$
|
8.6
|
|
|
$
|
101.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
110.0
|
|
Purchase obligations
(1)
|
27.3
|
|
|
23.1
|
|
|
20.6
|
|
|
14.8
|
|
|
12.7
|
|
|
3.2
|
|
|
101.7
|
|
|||||||
Interest payments
(2)
|
3.2
|
|
|
3.2
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|||||||
Foreign exchange forward contracts
|
4.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|||||||
Lease obligations
(3)
|
0.15
|
|
|
0.15
|
|
|
0.15
|
|
|
0.15
|
|
|
0.15
|
|
|
1.53
|
|
|
2.3
|
|
|||||||
Asset retirement Obligation
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141.4
|
|
|
141.4
|
|
|||||||
Total
|
$
|
34.9
|
|
|
$
|
35.1
|
|
|
$
|
123.7
|
|
|
$
|
15.0
|
|
|
$
|
12.9
|
|
|
$
|
146.1
|
|
|
$
|
367.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
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.
|
($ in millions, except per unit data)
|
Q4-15
|
|
Q3-15
|
|
Q2-15
|
|
Q1-15
|
|
Q4-14
|
|
Q3-14
|
|
Q2-14
|
|
Q1-14
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
$
|
126.4
|
|
|
$
|
117.3
|
|
|
$
|
122.2
|
|
|
$
|
120.4
|
|
|
$
|
126.0
|
|
|
$
|
109.8
|
|
|
$
|
113.0
|
|
|
$
|
116.2
|
|
Cost of products sold
|
91.7
|
|
|
84.9
|
|
|
91.4
|
|
|
88.0
|
|
|
91.0
|
|
|
81.6
|
|
|
85.7
|
|
|
89.4
|
|
||||||||
Gross profit
|
34.7
|
|
|
32.4
|
|
|
30.8
|
|
|
32.4
|
|
|
35.0
|
|
|
28.2
|
|
|
27.3
|
|
|
26.8
|
|
||||||||
Operating expenses
|
6.1
|
|
|
4.5
|
|
|
4.7
|
|
|
4.9
|
|
|
6.0
|
|
|
6.0
|
|
|
5.1
|
|
|
4.2
|
|
||||||||
Operating income
|
28.6
|
|
|
27.9
|
|
|
26.1
|
|
|
27.5
|
|
|
29.0
|
|
|
22.2
|
|
|
22.2
|
|
|
22.6
|
|
||||||||
Other income/(expense), net
|
(0.3
|
)
|
|
(1.0
|
)
|
|
(1.6
|
)
|
|
(1.0
|
)
|
|
(1.4
|
)
|
|
(0.6
|
)
|
|
(1.1
|
)
|
|
(1.0
|
)
|
||||||||
Net income
|
$
|
28.3
|
|
|
$
|
26.9
|
|
|
$
|
24.5
|
|
|
$
|
26.5
|
|
|
$
|
27.6
|
|
|
$
|
21.6
|
|
|
$
|
21.1
|
|
|
$
|
21.6
|
|
Net income attributable to non-controlling interest
|
14.4
|
|
|
13.8
|
|
|
12.8
|
|
|
13.7
|
|
|
14.1
|
|
|
11.2
|
|
|
10.8
|
|
|
11.3
|
|
||||||||
Net income attributable to Ciner Resources LP
|
$
|
13.9
|
|
|
$
|
13.1
|
|
|
$
|
11.7
|
|
|
$
|
12.8
|
|
|
$
|
13.5
|
|
|
$
|
10.4
|
|
|
$
|
10.3
|
|
|
$
|
10.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating and Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Trona ore consumed
|
1,052.1
|
|
991.1
|
|
980.0
|
|
1017.1
|
|
1,013.0
|
|
944.5
|
|
916.4
|
|
995.7
|
||||||||||||||||
Ore to ash ratio
(1)
|
1.55: 1.0
|
|
|
1.51: 1.0
|
|
|
1.50: 1.0
|
|
|
1.51: 1.0
|
|
|
1.53: 1.0
|
|
|
1.49:1.0
|
|
|
1.52:1.0
|
|
|
1.54:1.0
|
|
||||||||
Soda ash volume produced (thousands of short tons)
|
679.1
|
|
655.5
|
|
654.8
|
|
673.4
|
|
660.1
|
|
634.4
|
|
600.9
|
|
648.6
|
||||||||||||||||
Soda ash volume sold (thousands of short tons)
|
704.3
|
|
637.6
|
|
660.4
|
|
653.1
|
|
685.6
|
|
597.9
|
|
609.5
|
|
655.2
|
||||||||||||||||
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common - Public and Ciner Holdings (basic and diluted)
|
$
|
0.69
|
|
|
$
|
0.65
|
|
|
$
|
0.59
|
|
|
$
|
0.64
|
|
|
$
|
0.68
|
|
|
$
|
0.52
|
|
|
$
|
0.51
|
|
|
$
|
0.52
|
|
Subordinated - Ciner Holdings (basic and diluted)
|
$
|
0.69
|
|
|
$
|
0.65
|
|
|
$
|
0.59
|
|
|
$
|
0.64
|
|
|
$
|
0.68
|
|
|
$
|
0.52
|
|
|
$
|
0.51
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Limited partner units outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average common units outstanding (basic and diluted)
|
9.8
|
|
9.8
|
|
9.8
|
|
9.8
|
|
9.8
|
|
9.8
|
|
9.8
|
|
9.8
|
||||||||||||||||
Weighted average subordinated units outstanding (basic and diluted)
|
9.8
|
|
9.8
|
|
9.8
|
|
9.8
|
|
9.8
|
|
9.8
|
|
9.8
|
|
9.8
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash distribution declared per unit
|
$
|
0.5575
|
|
|
$
|
0.5510
|
|
|
$
|
0.5445
|
|
|
$
|
0.5380
|
|
|
$
|
0.5315
|
|
|
$
|
0.5250
|
|
|
$
|
0.5000
|
|
|
$
|
0.5000
|
|
|
(1)
|
Ore to ash ratio expresses the number of short tons of trona ore needed to produce one short ton of soda ash and liquor and includes our deca rehydration recovery process.
|
|
Page Number
|
Management’s Annual Report on Internal Control over Financial Reporting
|
65
|
Report of Independent Registered Public Accounting Firm
|
|
67
|
|
68
|
|
69
|
|
70
|
|
71
|
CINER RESOURCES LP
CONSOLIDATED BALANCE SHEETS
|
|||||||
(In millions)
|
December 31,
2015 |
|
December 31,
2014 |
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
20.4
|
|
|
$
|
31.0
|
|
Accounts receivable, net
|
33.8
|
|
|
35.5
|
|
||
Accounts receivable - ANSAC
|
52.2
|
|
|
70.4
|
|
||
Due from affiliates, net
|
11.9
|
|
|
19.6
|
|
||
Inventory
|
26.4
|
|
|
22.5
|
|
||
Other current assets
|
2.2
|
|
|
1.8
|
|
||
Total current assets
|
146.9
|
|
|
180.8
|
|
||
Property, plant and equipment, net
|
255.2
|
|
|
245.0
|
|
||
Other non-current assets
|
21.1
|
|
|
21.6
|
|
||
Total assets
|
$
|
423.2
|
|
|
$
|
447.4
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
13.4
|
|
|
13.1
|
|
||
Due to affiliates
|
4.6
|
|
|
7.1
|
|
||
Accrued expenses
|
25.2
|
|
|
29.5
|
|
||
Total current liabilities
|
43.2
|
|
|
49.7
|
|
||
Long-term debt
|
110.0
|
|
|
145.0
|
|
||
Other non-current liabilities
|
6.8
|
|
|
4.2
|
|
||
Total liabilities
|
160.0
|
|
|
198.9
|
|
||
Commitments and Contingencies (See Note 14)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common unitholders - Public and Ciner Holdings (9.8 units issued and outstanding at December 31, 2015 and 2014, respectively)
|
110.8
|
|
|
106.3
|
|
||
Subordinated unitholders - Ciner Holdings (9.8 units issued and outstanding at December 31, 2015 and 2014, respectively)
|
43.3
|
|
|
37.9
|
|
||
General partner unitholders - Ciner GP (0.4 units issued and outstanding at December 31, 2015 and 2014, respectively)
|
4.0
|
|
|
3.8
|
|
||
Accumulated other comprehensive loss
|
(2.1
|
)
|
|
(0.4
|
)
|
||
Partners’ capital attributable to Ciner Resources LP
|
156.0
|
|
|
147.6
|
|
||
Non-controlling interests
|
107.2
|
|
|
100.9
|
|
||
Total equity
|
263.2
|
|
|
248.5
|
|
||
Total liabilities and partners’ equity
|
$
|
423.2
|
|
|
$
|
447.4
|
|
CINER RESOURCES LP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|
||||||||||||
|
|
Years Ended December 31,
|
||||||||||
(In millions, except per unit data)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Sales - Affiliates
|
|
$
|
265.3
|
|
|
$
|
236.7
|
|
|
$
|
211.6
|
|
Sales - others
|
|
221.1
|
|
|
228.3
|
|
|
230.5
|
|
|||
Total net sales
|
|
$
|
486.4
|
|
|
$
|
465.0
|
|
|
$
|
442.1
|
|
Cost of products sold:
|
|
|
|
|
|
|
||||||
Cost of products sold
|
|
210.3
|
|
|
201.6
|
|
|
202.4
|
|
|||
Depreciation, depletion and amortization expense
|
|
23.7
|
|
|
22.4
|
|
|
23.9
|
|
|||
Freight costs
|
|
122.1
|
|
|
123.7
|
|
|
122.7
|
|
|||
Total cost of products sold
|
|
356.1
|
|
|
347.7
|
|
|
349.0
|
|
|||
Gross profit
|
|
130.3
|
|
|
117.3
|
|
|
93.1
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses - others
|
|
4.3
|
|
|
3.3
|
|
|
0.7
|
|
|||
Selling, general and administrative expenses - Affiliates
|
|
15.7
|
|
|
17.0
|
|
|
12.5
|
|
|||
Loss on disposal of assets, net
|
|
0.2
|
|
|
1.0
|
|
|
—
|
|
|||
Total operating expenses
|
|
20.2
|
|
|
21.3
|
|
|
13.2
|
|
|||
Operating income
|
|
110.1
|
|
|
96.0
|
|
|
79.9
|
|
|||
Other income/(expenses):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(4.0
|
)
|
|
(5.2
|
)
|
|
(2.9
|
)
|
|||
Other - net
|
|
0.1
|
|
|
1.1
|
|
|
0.7
|
|
|||
Total other income/(expense), net
|
|
(3.9
|
)
|
|
(4.1
|
)
|
|
(2.2
|
)
|
|||
Income before provision for income taxes
|
|
106.2
|
|
|
91.9
|
|
|
77.7
|
|
|||
Provision for income taxes
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|||
Net income
|
|
$
|
106.2
|
|
|
$
|
91.9
|
|
|
$
|
70.6
|
|
Net income attributable to non-controlling interest
|
|
54.7
|
|
|
47.4
|
|
|
44.3
|
|
|||
Net income attributable to Ciner Resources LP
|
|
$
|
51.5
|
|
|
$
|
44.5
|
|
|
$
|
26.3
|
|
Less: Predecessor net income prior to initial public offering on September 18, 2013
|
|
—
|
|
|
—
|
|
|
13.3
|
|
|||
Net income attributable to Ciner Resources LP subsequent to initial public offering
|
|
$
|
51.5
|
|
|
$
|
44.5
|
|
|
$
|
13.0
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
||||||
Income (loss) on derivative financial instruments
|
|
(3.4
|
)
|
|
(0.2
|
)
|
|
—
|
|
|||
Comprehensive income
|
|
102.8
|
|
|
91.7
|
|
|
70.6
|
|
|||
Comprehensive income attributable to non-controlling interest
|
|
53.0
|
|
|
47.3
|
|
|
44.3
|
|
|||
Comprehensive income attributable to Ciner Resources LP
|
|
$
|
49.8
|
|
|
$
|
44.4
|
|
|
$
|
26.3
|
|
Less: Predecessor comprehensive income prior to initial public offering on September 18, 2013
|
|
—
|
|
|
—
|
|
|
13.1
|
|
|||
Comprehensive income attributable to Ciner Resources LP subsequent to initial public offering
|
|
$
|
49.8
|
|
|
$
|
44.4
|
|
|
$
|
13.2
|
|
|
|
|
|
|
|
|
||||||
Net income per limited partner unit subsequent to initial public offering:
|
|
|
|
|
|
|
||||||
Common - Public and Ciner Holdings (basic and diluted)
|
|
$
|
2.58
|
|
|
$
|
2.23
|
|
|
$
|
0.65
|
|
Subordinated - Ciner Holdings (basic and diluted)
|
|
$
|
2.58
|
|
|
$
|
2.23
|
|
|
$
|
0.65
|
|
|
|
|
|
|
|
|
||||||
Limited partner units outstanding:
|
|
|
|
|
|
|
||||||
Weighted average common units outstanding (basic and diluted)
|
|
9.8
|
|
9.8
|
|
9.8
|
||||||
Weighted average subordinated units outstanding (basic and diluted)
|
|
9.8
|
|
9.8
|
|
9.8
|
CINER RESOURCES LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
106.2
|
|
|
$
|
91.9
|
|
|
$
|
70.6
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization expense
|
24.1
|
|
|
22.8
|
|
|
23.9
|
|
|||
Loss on disposal of assets, net
|
0.2
|
|
|
1.0
|
|
|
—
|
|
|||
Equity-based compensation expense
|
1.1
|
|
|
0.4
|
|
|
—
|
|
|||
Deferred income taxes
|
—
|
|
|
—
|
|
|
0.3
|
|
|||
Other non-cash items
|
0.8
|
|
|
(0.2
|
)
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
(Increase)/decrease in:
|
|
|
|
|
|
||||||
Accounts receivable - net
|
1.7
|
|
|
(1.1
|
)
|
|
0.8
|
|
|||
Accounts receivable - ANSAC
|
18.2
|
|
|
(12.3
|
)
|
|
(4.2
|
)
|
|||
Inventory
|
(3.7
|
)
|
|
(1.5
|
)
|
|
—
|
|
|||
Other current and other non-current assets
|
(0.9
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||
Due from affiliates, net
|
7.7
|
|
|
0.8
|
|
|
5.5
|
|
|||
Increase/(decrease) in:
|
|
|
|
|
|
||||||
Accounts payable
|
1.8
|
|
|
(3.5
|
)
|
|
0.1
|
|
|||
Due to affiliates
|
(1.1
|
)
|
|
4.8
|
|
|
5.6
|
|
|||
Accrued expenses and other liabilities
|
(5.9
|
)
|
|
3.0
|
|
|
(0.3
|
)
|
|||
Net cash provided by operating activities
|
150.2
|
|
|
106.1
|
|
|
100.3
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(35.7
|
)
|
|
(27.2
|
)
|
|
(16.2
|
)
|
|||
Net cash used in investing activities
|
(35.7
|
)
|
|
(27.2
|
)
|
|
(16.2
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common units, net of offering costs
|
—
|
|
|
—
|
|
|
83.3
|
|
|||
Distribution of IPO proceeds to Predecessor and its affiliate
|
—
|
|
|
—
|
|
|
(83.3
|
)
|
|||
Proceeds from issuance of revolving credit facility
|
—
|
|
|
—
|
|
|
135.0
|
|
|||
Borrowings on revolving credit facility
|
5.0
|
|
|
—
|
|
|
—
|
|
|||
Repayments on revolving credit facility
|
(40.0
|
)
|
|
(10.0
|
)
|
|
(32.0
|
)
|
|||
Distributions to common unitholders
|
(21.2
|
)
|
|
(20.5
|
)
|
|
—
|
|
|||
Distributions to subordinated unitholders
|
(21.2
|
)
|
|
(20.5
|
)
|
|
—
|
|
|||
Distributions to general partner
|
(0.9
|
)
|
|
(0.8
|
)
|
|
—
|
|
|||
Distributions to Predecessor
|
—
|
|
|
—
|
|
|
(72.9
|
)
|
|||
Distributions to non-controlling interest
|
(46.8
|
)
|
|
(43.0
|
)
|
|
(90.0
|
)
|
|||
Net cash used in financing activities
|
(125.1
|
)
|
|
(94.8
|
)
|
|
(59.9
|
)
|
|||
Net (decrease)/increase in cash and cash equivalents
|
(10.6
|
)
|
|
(15.9
|
)
|
|
24.2
|
|
|||
Cash and cash equivalents at beginning of year
|
31.0
|
|
|
46.9
|
|
|
22.7
|
|
|||
Cash and cash equivalents at end of year
|
$
|
20.4
|
|
|
$
|
31.0
|
|
|
$
|
46.9
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Interest paid during the year
|
$
|
4.1
|
|
|
$
|
4.3
|
|
|
$
|
2.3
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash operating activities:
|
|
|
|
|
|
||||||
Predecessor net liabilities not assumed by the Partnership
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61.5
|
|
Supplemental disclosure of non-cash investing activities:
|
|
|
|
|
|
||||||
Capital expenditures on account
|
$
|
3.0
|
|
|
$
|
4.6
|
|
|
$
|
0.8
|
|
|
•
|
Raw material inventory
includes material, chemicals and natural resources being used in the mining and refining process.
|
•
|
Finished goods inventory
is the finished product soda ash.
|
•
|
Stores inventory
includes parts, materials and operating supplies which are typically consumed in the production of soda ash and currently available for future use.
|
|
|
Useful Lives
|
Land improvements
|
|
10 years
|
Depletable land
|
|
15-60 years
|
Buildings and building improvements
|
|
10-30 years
|
Internal-use computer software
|
|
3-5 years
|
Machinery and equipment
|
|
5-20 years
|
Furniture and fixtures
|
|
10 years
|
|
|
Years Ended
December 31, |
||||||||||
(In millions, except per unit data)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
||||||
Net income attributable to Ciner Resources LP
(1)
|
|
$
|
51.5
|
|
|
$
|
44.5
|
|
|
$
|
13.0
|
|
Less: General partner’s interest in net income
|
|
1.0
|
|
|
0.8
|
|
|
0.2
|
|
|||
Limited partners’ interest in net income
|
|
$
|
50.5
|
|
|
$
|
43.7
|
|
|
$
|
12.8
|
|
|
|
|
|
|
|
|
||||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
||||||
Common - Public and Ciner Holdings (basic and diluted)
|
|
9.8
|
|
9.8
|
|
9.8
|
||||||
Subordinated - Ciner Holdings (basic and diluted)
|
|
9.8
|
|
9.8
|
|
9.8
|
||||||
Total weighted average limited partner units outstanding
|
|
19.6
|
|
|
19.6
|
|
|
19.6
|
|
|||
|
|
|
|
|
|
|
||||||
Net income per limited partner unit
(1)
:
|
|
|
|
|
|
|
||||||
Common - Public and Ciner Holdings (basic and diluted)
|
|
$
|
2.58
|
|
|
$
|
2.23
|
|
|
$
|
0.65
|
|
Subordinated - Ciner Holdings (basic and diluted)
|
|
$
|
2.58
|
|
|
$
|
2.23
|
|
|
$
|
0.65
|
|
|
•
|
first
,
98.0%
to the common unitholders, pro rata, and
2.0%
to our general partner, until we distribute for each common unit an amount equal to the minimum quarterly distribution for that quarter;
|
•
|
second
,
98.0%
to the common unitholders, pro rata, and
2.0%
to our general partner, until we distribute for each outstanding common unit an amount equal to any arrearages in the payment of the minimum quarterly distribution on the common units with respect to any prior quarters;
|
•
|
third,
98.0%
to the subordinated unitholders, pro rata, and
2.0%
to our general partner, until we distribute for each subordinated unit an amount equal to the minimum quarterly distribution for that quarter; and
|
•
|
thereafter
, in the manner described in - “General Partner Interest and Incentive Distribution Rights” below.
|
|
|
|
Marginal Percentage
Interest in
Distributions
|
||||
|
Total Quarterly
Distribution per Unit
Target Amount
|
|
Unitholders
|
|
General Partner
|
||
Minimum Quarterly Distribution
|
$0.5000
|
|
98.0
|
%
|
|
2.0
|
%
|
First Target Distribution
|
above $0.5000 up to $0.5750
|
|
98.0
|
%
|
|
2.0
|
%
|
Second Target Distribution
|
above $0.5750 up to $0.6250
|
|
85.0
|
%
|
|
15.0
|
%
|
Third Target Distribution
|
above $0.6250 up to $0.7500
|
|
75.0
|
%
|
|
25.0
|
%
|
Thereafter
|
above $0.7500
|
|
50.0
|
%
|
|
50.0
|
%
|
(In millions)
|
2015
|
|
2014
|
||||
Trade receivables
|
$
|
27.2
|
|
|
$
|
24.7
|
|
Other receivables
|
6.8
|
|
|
10.9
|
|
||
|
34.0
|
|
|
35.6
|
|
||
Allowance for doubtful accounts
|
(0.2
|
)
|
|
(0.1
|
)
|
||
Total
|
$
|
33.8
|
|
|
$
|
35.5
|
|
(In millions)
|
2015
|
|
2014
|
||||
Raw materials
|
$
|
9.1
|
|
|
$
|
6.4
|
|
Finished goods
|
10.7
|
|
|
10.4
|
|
||
Stores inventory
|
27.1
|
|
|
26.4
|
|
||
Total
|
$
|
46.9
|
|
|
$
|
43.2
|
|
Less: Stores inventory reclassed to other non-current assets
|
$
|
(20.5
|
)
|
|
$
|
(20.7
|
)
|
Inventory - current
|
$
|
26.4
|
|
|
$
|
22.5
|
|
(In millions)
|
2015
|
|
2014
|
||||
Land and land improvements
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Depletable land
|
3.0
|
|
|
3.0
|
|
||
Buildings and building improvements
|
132.5
|
|
|
129.5
|
|
||
Internal-use computer software
|
4.9
|
|
|
4.5
|
|
||
Machinery and equipment
|
605.7
|
|
|
595.5
|
|
||
Mining reserves
|
65.3
|
|
|
65.3
|
|
||
Total
|
811.7
|
|
|
798.1
|
|
||
Less accumulated depreciation, depletion and amortization
|
(598.6
|
)
|
|
(586.2
|
)
|
||
Total net book value
|
213.1
|
|
|
211.9
|
|
||
Construction in progress
|
42.1
|
|
|
33.1
|
|
||
Total property, plant, and equipment, net
|
$
|
255.2
|
|
|
$
|
245.0
|
|
(In millions)
|
2015
|
|
2014
|
||||
Accrued freight costs
|
$
|
0.1
|
|
|
$
|
1.4
|
|
Accrued energy costs
|
5.2
|
|
|
5.7
|
|
||
Accrued royalty costs
|
4.8
|
|
|
4.4
|
|
||
Accrued employee compensation
|
4.0
|
|
|
6.8
|
|
||
Accrued other taxes
|
4.6
|
|
|
4.7
|
|
||
Accrued derivatives
|
1.8
|
|
|
0.7
|
|
||
Other accruals
|
4.7
|
|
|
5.8
|
|
||
Total
|
$
|
25.2
|
|
|
$
|
29.5
|
|
|
Amount
|
||
2017
|
8.6
|
|
|
2018
|
101.4
|
|
|
Total
|
$
|
110.0
|
|
•
|
make distributions on or redeem or repurchase units;
|
•
|
incur or guarantee additional debt;
|
•
|
make certain investments and acquisitions;
|
•
|
incur certain liens or permit them to exist;
|
•
|
enter into certain types of transactions with affiliates of Ciner Wyoming;
|
•
|
merge or consolidate with another company; and
|
•
|
transfer, sell or otherwise dispose of assets.
|
•
|
a Base Rate, which equals the highest of (i) the federal funds rate in effect on such day plus
0.50%
, (ii) the administrative agent’s prime rate in effect on such day and (iii) one-month LIBOR plus
1.0%
, in each case, plus an applicable margin; or
|
•
|
a LIBOR Rate plus an applicable margin.
|
•
|
a Base Rate, which equals the highest of (i) the federal funds rate in effect on such day plus
0.50%
, (ii) the administrative agent’s prime rate in effect on such day and (iii) one-month LIBOR plus
1.0%
, in each case, plus an applicable margin; or
|
•
|
a LIBOR Rate plus an applicable margin.
|
•
|
make distributions on or redeem or repurchase equity interests, other than distributions to our and Ciner Wyoming’s unitholders;
|
•
|
incur or guarantee additional debt, other than debt incurred under the Revolving Credit Facility or the Ciner Wyoming Credit Facility, among certain other types of permitted debt;
|
•
|
make certain investments and acquisitions, other than acquisitions by each of Ciner Wyoming and us, in an amount not to exceed
$10 million
and
$2 million
, respectively, and other exceptions set forth therein;
|
•
|
incur certain liens or permit them to exist, other than, with respect to our and Ciner Wyoming’s liens, an aggregate amount outstanding at any time equal to
$200,000
and
$1 million
, respectively;
|
•
|
enter into certain types of transaction with affiliates, other than transactions between Ciner Wyoming and us;
|
•
|
merge or consolidate with another company; or
|
•
|
transfer, sell or otherwise dispose of assets, other than our and Ciner Wyoming’s dispositions of assets with a net book value not to exceed
$500,000
and
$2.5 million
, respectively, in any given year.
|
(In millions)
|
2015
|
|
2014
|
||||
Reclamation reserve
|
$
|
4.5
|
|
|
$
|
4.2
|
|
Derivative instruments and hedges, fair value liabilities
|
2.3
|
|
|
—
|
|
||
Total
|
$
|
6.8
|
|
|
$
|
4.2
|
|
(In millions)
|
2015
|
|
2014
|
||||
Reclamation reserve balance at beginning of year
|
$
|
4.2
|
|
|
$
|
3.8
|
|
Accretion expense
|
0.3
|
|
|
0.4
|
|
||
Reclamation reserve balance at end of year
|
$
|
4.5
|
|
|
$
|
4.2
|
|
|
2015
|
|
2014
|
||||||||||
(Units in whole numbers)
|
Number of Units
|
|
Grant-Date Average Fair Value per Unit
(1)
|
|
Number of Units
|
|
Grant-Date Average Fair Value per Unit
(1)
|
||||||
Unvested at the beginning of year
|
15,859
|
|
|
$
|
25.23
|
|
|
—
|
|
|
$
|
—
|
|
Granted
(1)
|
8,347
|
|
|
22.51
|
|
|
19,960
|
|
|
25.01
|
|
||
Vested
|
(24,206
|
)
|
|
24.06
|
|
|
(4,101
|
)
|
|
25.54
|
|
||
Unvested at the end of the year
|
—
|
|
|
$
|
—
|
|
|
15,859
|
|
|
$
|
25.23
|
|
|
|
2015
|
|
2014
|
||||||||||
(Units in whole numbers)
|
Number of Units
|
|
Grant-Date Average Fair Value per Unit
(1)
|
|
Number of Units
|
|
Grant-Date Average Fair Value per Unit
(1)
|
||||||
Unvested at the beginning of year
|
7,658
|
|
|
$
|
35.72
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
7,235
|
|
|
24.64
|
|
|
7,658
|
|
|
35.72
|
|
||
Vested
|
(29,786
|
)
|
|
30.34
|
|
|
—
|
|
|
—
|
|
||
Performance adjustments
(2)
|
14,893
|
|
|
30.34
|
|
|
—
|
|
|
—
|
|
||
Unvested at the end of the year
|
—
|
|
|
$
|
—
|
|
|
7,658
|
|
|
$
|
35.72
|
|
|
|
|
Gains and Losses on Cash Flow Hedges
|
||
|
|
|||
(In millions)
|
|
|||
|
|
|
||
Balance at January 1, 2013
|
|
$
|
(0.2
|
)
|
Other comprehensive loss before reclassifications
|
|
$
|
(0.5
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
|
$
|
0.4
|
|
Net current-period other comprehensive income
|
|
(0.1
|
)
|
|
Balance at December 31, 2013
|
|
$
|
(0.3
|
)
|
Other comprehensive loss before reclassifications
|
|
(0.7
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
0.6
|
|
|
Net current-period other comprehensive income
|
|
(0.1
|
)
|
|
Balance at December 31, 2014
|
|
$
|
(0.4
|
)
|
Other comprehensive loss before reclassification
|
|
(2.4
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
0.7
|
|
|
Net current period other comprehensive loss
|
|
(1.7
|
)
|
|
Balance at December 31, 2015
|
|
$
|
(2.1
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
(In millions)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Unrealized gain/(loss) on derivatives:
|
|
|
|
|
|
|
||||||
Mark to market adjustment on interest rate swap contracts
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
Mark to market adjustment on natural gas forward contracts
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|||
Income/(loss) on derivative financial instruments
|
|
$
|
(3.4
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
|
Affected Line Items on the Consolidated Statements of Operations and Comprehensive Income
|
||||||
|
|
|
|
|||||||||||
Details about other comprehensive income/(loss) components:
|
|
|
|
|
|
|
|
|
||||||
Gains and losses on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap contracts
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
|
$
|
0.4
|
|
|
Interest expense
|
Natural gas forward contracts
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Cost of products sold
|
Total reclassifications for the period
|
|
$
|
0.7
|
|
|
$
|
0.6
|
|
|
$
|
0.4
|
|
|
|
|
|
2013
|
||
Current
|
|
$
|
6.8
|
|
Deferred
|
|
0.3
|
|
|
Total provision for income tax
|
|
$
|
7.1
|
|
|
|
2013
|
|||||
|
|
Amount
|
|
Rate
Effect
|
|||
Income tax provision at federal statutory rate
|
|
$
|
7.1
|
|
|
35.00
|
%
|
State and local income taxes net of federal tax benefit
|
|
0.5
|
|
|
2.36
|
%
|
|
Permanent domestic production activity deduction
|
|
(0.4
|
)
|
|
(2.06
|
)%
|
|
Other
|
|
(0.1
|
)
|
|
(0.27
|
)%
|
|
Total provision for income tax
|
|
$
|
7.1
|
|
|
35.03
|
%
|
(In millions)
|
Leased Land
|
|
Track Leases
|
|
Total Minimum Lease Payments
|
||||||
|
|
|
|
|
|
||||||
2016
|
0.08
|
|
|
0.07
|
|
|
0.15
|
|
|||
2017
|
0.08
|
|
|
0.07
|
|
|
0.15
|
|
|||
2018
|
0.08
|
|
|
0.07
|
|
|
0.15
|
|
|||
2019
|
0.08
|
|
|
0.07
|
|
|
0.15
|
|
|||
2020
|
0.08
|
|
|
0.07
|
|
|
0.15
|
|
|||
Thereafter
|
1.50
|
|
|
0.03
|
|
|
1.53
|
|
|||
Total
|
$
|
1.9
|
|
|
$
|
0.4
|
|
|
$
|
2.3
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
OCI Enterprises
|
$
|
6.1
|
|
|
$
|
10.7
|
|
|
$
|
5.5
|
|
Ciner Corp
|
5.8
|
|
|
3.4
|
|
|
4.4
|
|
|||
ANSAC
|
3.8
|
|
|
2.9
|
|
|
2.6
|
|
|||
Total selling, general and administrative expenses - Affiliates
|
$
|
15.7
|
|
|
$
|
17.0
|
|
|
$
|
12.5
|
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
ANSAC
|
|
$
|
261.0
|
|
|
$
|
230.8
|
|
|
$
|
200.4
|
|
OCI Alabama LLC
|
|
4.3
|
|
|
5.9
|
|
|
7.3
|
|
|||
OCI Company Limited
|
|
—
|
|
|
—
|
|
|
3.9
|
|
|||
Total
|
|
$
|
265.3
|
|
|
$
|
236.7
|
|
|
$
|
211.6
|
|
|
As of December 31,
|
||||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Due from affiliates
|
|
Due to affiliates
|
||||||||||||
OCI Enterprises
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
4.5
|
|
Ciner Corp
|
7.1
|
|
|
8.7
|
|
|
1.9
|
|
|
1.4
|
|
||||
Ciner Resources Europe N.V.
|
4.8
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
2.7
|
|
|
1.2
|
|
||||
Total
|
$
|
11.9
|
|
|
$
|
19.6
|
|
|
$
|
4.6
|
|
|
$
|
7.1
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
|
$
|
194.0
|
|
|
$
|
194.8
|
|
|
$
|
195.1
|
|
International
|
|
|
|
|
|
|
||||||
ANSAC
|
|
261.0
|
|
|
230.8
|
|
|
200.4
|
|
|||
Other
|
|
31.4
|
|
|
39.4
|
|
|
46.6
|
|
|||
Total international
|
|
292.4
|
|
|
270.2
|
|
|
247.0
|
|
|||
Total net sales
|
|
$
|
486.4
|
|
|
$
|
465.0
|
|
|
$
|
442.1
|
|
|
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.
|
|
Assets
|
|
Liabilities
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts - current
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Accrued Expenses
|
|
$
|
0.8
|
|
|
Accrued Expenses
|
|
$
|
0.7
|
|
Natural gas forward contracts - current
|
|
|
—
|
|
|
|
|
—
|
|
|
Accrued Expenses
|
|
1.0
|
|
|
|
|
—
|
|
||||
Natural gas forward contracts - non-current
|
|
|
—
|
|
|
|
|
—
|
|
|
Other non-current liabilities
|
|
2.3
|
|
|
|
|
—
|
|
||||
Total derivatives designated as hedging instruments
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
4.1
|
|
|
|
|
$
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
Other current assets
|
|
$
|
0.1
|
|
|
Other current assets
|
|
$
|
0.6
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total derivatives not designated as hedging instruments
|
|
|
$
|
0.1
|
|
|
|
|
$
|
0.6
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total derivatives
|
|
|
$
|
0.1
|
|
|
|
|
$
|
0.6
|
|
|
|
|
$
|
4.1
|
|
|
|
|
$
|
0.7
|
|
•
|
possesses integrity, competence, insight, creativity and dedication together with the ability to work with colleagues while challenging one another to achieve superior performance;
|
•
|
has sufficient time and dedication for preparation as well as participation in board and committee deliberations;
|
Name
|
Age
|
|
Position
|
Kirk H. Milling
|
49
|
|
Chairman of the Board, President and Chief Executive Officer of our General Partner
|
Kevin L. Kremke
|
43
|
|
Director, Chief Financial Officer of our General Partner
|
Nicole C. Daniel
|
47
|
|
Vice President, General Counsel and Secretary of our General Partner
|
Ceyda Pençe
|
41
|
|
Director of our General Partner
|
Dogan Pençe
|
48
|
|
Director of our General Partner
|
Angela A. Minas
|
51
|
|
Director of our General Partner
|
Michael E. Ducey
|
67
|
|
Director of our General Partner
|
Thomas W. Jasper
|
67
|
|
Director of our General Partner
|
•
|
Kirk Milling, Chairman of the Board, President and Chief Executive Officer
|
•
|
Kevin Kremke, Director and Chief Financial Officer
|
•
|
Nicole Daniel, Vice President, General Counsel and Secretary
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Unit Awards
($)
(1)
|
Non-Equity Incentive Plan Compensation ($)
(2)
|
All Other Compensation
($)
(3)
|
Total
($)
|
Kirk H. Milling,
Chairman of the Board, President and Chief Executive Officer
|
2015
|
209,714
|
—
|
219,060
|
580,001
|
424,967
|
1,433,742
|
2014
|
281,831
|
—
|
525,208
|
306,876
|
9,570
|
1,123,485
|
|
Kevin Kremke,
Director and Chief Financial Officer
|
2015
|
184,204
|
14,023
|
61,376
|
70,884
|
224,240
|
554,727
|
2014
|
170,479
|
—
|
84,790
|
24,000
|
29,635
|
308,904
|
|
Nicole Daniel,
Vice President, General Counsel and Secretary
|
2015
|
119,541
|
—
|
60,622
|
242,172
|
150,900
|
573,235
|
2014
|
153,768
|
—
|
162,756
|
255,714
|
6,912
|
579,150
|
Name
|
|
Fees earned or paid in cash
($)
(1)
|
|
Unit awards
($)
(2)
|
|
All other compensation
($)
|
|
Total
($)
|
||||
Michael E. Ducey
|
|
62,500
|
|
|
62,512
|
|
|
—
|
|
|
125,012
|
|
Mark J. Lee (3)
|
|
54,375
|
|
|
62,512
|
|
|
—
|
|
|
116,887
|
|
Angela A. Minas
|
|
65,000
|
|
|
62,512
|
|
|
—
|
|
|
127,512
|
|
William P. O’Neill, Jr. (4)
|
|
67,500
|
|
|
62,512
|
|
|
—
|
|
|
130,012
|
|
(1)
|
The amounts shown in this column reflect the director cash retainers and committee chair fees paid for non-employee director board service based on when the service was effective.
|
(2)
|
The amounts shown in this column reflect the aggregate grant date fair value, as determined in accordance with the Financial Accounting Standards Board ASC Topic 718 (without regard to potential forfeitures), for awards of common units as follows: Michael E. Ducey - 2,766 common units; Mark J. Lee - 2,766 common units; Angela A. Minas - 2,766 common units; and William P. O’Neill, Jr. - 2,766 common units.
|
(3)
|
In connection with the closing of the Acquisition, effective October 23, 2015, Mark J. Lee resigned from the Board.
|
(4)
|
William P. O’Neill, Jr. resigned from the Board effective January 6, 2016.
|
•
|
each person known by us to be a beneficial owner of more than 5% of our units;
|
•
|
each of the directors of our general partner;
|
•
|
each of the named executive officers of our general partner; and
|
•
|
all directors and executive officers of our general partner as a group.
|
Name of Beneficial Owner
(1)
|
|
Common
Units
Beneficially
Owned(2)
|
|
Percentage of
Common
Units
Beneficially
Owned
|
|
Subordinated
Units
Beneficially
Owned
|
|
Percentage of
Subordinated
Units
Beneficially
Owned
|
|
Percentage of
Total Common
and
Subordinated
Units
Beneficially
Owned
|
|||||
Ciner Wyoming Holding Co.
(2)
|
|
4,775,500
|
|
|
48.4
|
%
|
|
9,775,500
|
|
|
100.0
|
%
|
|
74.1
|
%
|
Kirk H. Milling
|
|
22,486
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Kevin Kremke
|
|
19,638
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Nicole C. Daniel
|
|
10,142
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Michael E. Ducey
|
|
3,571
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Thomas W. Jasper
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Angela A. Minas
|
|
15,728
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Ceyda Pençe
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Dogan Pençe
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
All directors and executive officers as a group (8 people)
|
|
71,565
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
(1)
|
Unless otherwise indicated, the address for all beneficial owners is Five Concourse Parkway, Suite 2500, Atlanta, Georgia 30328.
|
(2)
|
Ciner Holdings, the sole member of our general partner, owns 4,775,500 common units and 9,775,500 subordinated units representing limited partner interests in us. Turgay Ciner owns all of the ownership interests of Akkan Enerji ve Madencilik Anonim Sirketi, which owns all of the ownership interests in Ciner Enterprises, which owns all of the ownership interests of Ciner Corp, which owns all of the ownership interests of Ciner Holdings, the sole member of our general partner. Each of Turgay Ciner, Akkan Enerji ve Madencilik Anonim Sirketi, Ciner Enterprises and Ciner Corp may, therefore, be deemed to beneficially own the units held by Ciner Holdings. The business address of the Ciner Holding, Ciner Corp and Ciner Enterprises is Five Concourse Parkway, Suite 2500, Atlanta, Georgia 30328. The business address of Akkan is Şehitmuhtar Cad., 38/1 Taksim, Beyoglu Istanbul, Turkey. The business address of Mr. Ciner is Paþalimaný Caddesi, No:73, 34670 Paþalimaný, Üsküdar, Istanbul, Turkey.
|
|
|
Number of Securities
|
|
Weighted Average
|
|
Number of Securities
|
|||
|
|
to be Issued Upon Exercise
|
|
Exercise Price of
|
|
Remaining Available
|
|||
|
|
of Outstanding Options,
|
|
Outstanding Options,
|
|
For Future Issuance Under
|
|||
Plan Category
|
|
Warrants and Rights
|
|
Warrants and Rights
|
|
Equity Compensation Plan
|
|||
|
|
|
|
|
|
|
|
|
|
Equity compensation plans approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
878,902
|
|
Distributions to our general partner and its affiliates
|
|
We will generally make cash distributions 98.0% to our unitholders, pro rata, including our general partner and its affiliates as the holders of an aggregate of 4,775,500 common units and all of the subordinated units, and approximately 2.0% to our general partner. In addition, if distributions exceed the minimum quarterly distribution and other higher target distribution levels, our general partner will be entitled to increasing percentages of the distributions, up to 48.0% of the distributions we make above the highest target distribution level.
|
Payments to our general partner and its affiliates
|
|
Neither our general partner nor Ciner Enterprises will receive a management fee in connection with our general partner’s management of us, but, prior to making any distribution on our common units, we will reimburse Ciner Enterprises and certain of its affiliates, including Ciner Holdings, Ciner Corp and Ciner Enterprises, for all expenses they incur and payments they make on our behalf pursuant to the Omnibus Agreement. Our partnership agreement does not set a limit on the amount of expenses for which our general partner and such affiliates may be reimbursed. These expenses may include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf and expenses allocated to our general partner by such affiliates. Our partnership agreement provides that our general partner will determine in good faith the expenses that are allocable to us.
|
Withdrawal or removal of our general partner
|
|
If our general partner withdraws or is removed, its general partner interest and its incentive distribution rights will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests.
|
Liquidation
|
|
Upon our liquidation, the partners, including our general partner, will be entitled to receive liquidating distributions according to their particular capital account balances.
|
•
|
our obligation to reimburse OCI Enterprises and its affiliates for certain direct operating expenses they pay on our behalf;
|
•
|
our obligation to reimburse OCI Enterprises and its affiliates for providing us corporate, general and administrative services, including our allocated portion of the cost of insurance for our operations;
|
•
|
OCI Enterprises’ obligation to indemnify or reimburse us for losses or expenses relating to or arising from (i) certain preclosing environmental liabilities; (ii) certain title and rights-of-way matters; (iii) our failure to have certain necessary governmental consents and permits; (iv) certain preclosing tax liabilities; (v) the use of the name “OCI” and other trademarks; and (vi) assets retained by OCI Enterprises and its affiliates;
|
•
|
our obligation to indemnify OCI Enterprises for losses attributable to the ownership or operation of our assets after the closing of the IPO; and
|
•
|
our use of “OCI” as part of our or any of our subsidiaries’ names, and as a trademark and service mark, or as part of a trademark or service mark, for our or our subsidiaries’ products and services and other matters.
|
|
|
Year ended December 31,
|
|
Year ended December 31,
|
||||
|
|
2015
|
|
2014
|
||||
Audit fees
(1)
|
|
$
|
707,163
|
|
|
$
|
498,182
|
|
Audit-related fees
(2)
|
|
—
|
|
|
—
|
|
||
Tax fees
(3)
|
|
217,799
|
|
|
366,138
|
|
||
All other fees
(4)
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
924,962
|
|
|
$
|
864,320
|
|
|
1.
|
The financial statements filed as part of this Report are listed in Part II, Item 8, “Financial Statements and Supplementary Data.”
|
2.
|
No financial statement schedules are required to be filed as part of this Report because all such schedules have been
|
3.
|
The exhibits listed on the Exhibit Index, which follows the Glossary of Industry Terms, are included with this Report and incorporated by reference into this Item.
|
By:
|
Ciner Resource Partners LLC, its General Partner
|
|
|
By:
|
/s/ Kirk H. Milling
|
|
Kirk H. Milling
President, Chief Executive Officer and Chairman of the Board of Directors of Ciner Resource Partners LLC, our General Partner |
|
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Kirk H. Milling
|
|
President, Chief Executive Officer and Chairman of the Board of Directors of Ciner Resource Partners LLC, our General Partner
(Principal Executive Officer)
|
|
March 11, 2016
|
Kirk H. Milling
|
|
|
|
|
|
|
|
|
|
/s/ Kevin L. Kremke
|
|
Chief Financial Officer and Director
of Ciner Resource Partners LLC, our General Partner
(Principal Financial Officer and Principal Accounting Officer)
|
|
March 11, 2016
|
Kevin L. Kremke
|
|
|
|
|
|
|
|
|
|
/s/ Angela A. Minas
|
|
(Director of Ciner Resource Partners LLC, our General Partner)
|
|
March 11, 2016
|
Angela A. Minas
|
|
|
|
|
|
|
|
|
|
/s/ Michael E. Ducey
|
|
(Director of Ciner Resource Partners LLC, our General Partner)
|
|
March 11, 2016
|
Michael E. Ducey
|
|
|
|
|
|
|
|
|
|
/s/ Ceyda Pençe
|
|
(Director of Ciner Resource Partners LLC, our General Partner)
|
|
March 11, 2016
|
Ceyda Pençe
|
|
|
|
|
|
|
|
|
|
/s/ Dogan Pençe
|
|
(Director of Ciner Resource Partners LLC, our General Partner)
|
|
March 11, 2016
|
Dogan Pençe
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
3.1
|
|
|
Certificate of Limited Partnership of Ciner Resources LP (formerly known as OCI Resources LP) dated April 22, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-189838) filed with the SEC on July 8, 2013)
|
3.2
|
|
|
Certificate of Amendment of the Certificate of Limited Partnership of Ciner Resources LP (formerly known as OCI Resources LP) effective November 5, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 5, 2015
|
3.3
|
|
|
First Amended and Restated Agreement of Limited Partnership of Ciner Resources LP (formerly known as OCI Resources LP) dated as of September 18, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 18, 2013)
|
3.4
|
|
|
Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Ciner Resources LP (formerly known as OCI Resources LP) dated as of May 2, 2014 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
|
3.5
|
|
|
Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Ciner Resources LP (formerly known as OCI Resources LP) dated as of November 5, 2015 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 5, 2015)
|
3.6
|
|
|
Certificate of Formation of OCI Resource Partners LLC dated April 22, 2013 (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-189838) filed with the SEC on July 8, 2013).
|
3.7
|
|
|
Certificate of Amendment to the Certificate of Formation of Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC) effective November 5, 2015 (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 5, 2015)
|
3.8
|
|
|
Amended and Restated Limited Liability Company Agreement of Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC) dated as of September 18, 2013 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 18, 2013)
|
3.9
|
|
|
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 (incorporated by reference to Exhibit 3.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 5, 2015)
|
In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments respecting long-term debt of the Registrant have been omitted but will be furnished to the SEC upon request.
|
|||
10.1
|
|
|
Contribution, Assignment and Assumption Agreement dated effective as of July 18, 2013 by and between Ciner Wyoming Holding Co. (formerly known as OCI Wyoming Holding Co.) and Ciner Resources LP (formerly known as OCI Resources LP) (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-189838) filed with the SEC on July 22, 2013)
|
10.2
|
|
|
Credit Agreement dated as of July 18, 2013 among Ciner Resources LP (formerly known as OCI Resources LP), as borrower, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-189838) filed with the SEC on July 22, 2013)
|
10.3
|
|
|
First Amendment to Credit Agreement, dated as of October 30, 2014, among Ciner Resources LP (formerly known as OCI Resources LP), as borrower, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 4, 2014)
|
10.4
|
|
|
Credit Agreement dated as of July 18, 2013 among Ciner Wyoming LLC (formerly known as OCI Wyoming LLC), as borrower, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-189838) filed with the SEC on July 22, 2013)
|
10.5
|
|
|
First Amendment to Credit Agreement, dated as of October 30, 2014, among Ciner Wyoming LLC (formerly known as OCI Wyoming LLC), as borrower, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 4, 2014)
|
10.6
|
|
|
Sodium Lease (WYW0111731), dated December 1, 2007, between the United States Department of the Interior Bureau of Land Management and Ciner Wyoming LLC (formerly known as OCI Wyoming LLC) (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-189838) filed with the SEC on July 8, 2013)
|
10.7
|
|
|
Sodium Lease (WYW0111730), dated December 1, 2007, between the United States Department of the Interior Bureau of Land Management and Ciner Wyoming LLC (formerly known as OCI Wyoming LLC) (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-189838) filed with the SEC on July 8, 2013)
|
10.8
|
|
|
Sodium Lease (WYW101824), dated June 1, 2008, between the United States Department of the Interior Bureau of Land Management and Ciner Wyoming LLC (formerly known as OCI Wyoming LLC) (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No. 333-189838) filed with the SEC on July 8, 2013)
|
10.9
|
|
|
Modified Sodium Lease (WYW079420), effective January 1, 2015, between the United States Department of the Interior Bureau of Land Management and Ciner Wyoming LLC (formerly known as OCI Wyoming LLC) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 16, 2014)
|
10.10
|
|
|
Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-42571, dated August 2, 2009, between the State of Wyoming and Ciner Wyoming LLC (formerly known as OCI Wyoming LLC) (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-189838) filed with the SEC on July 8, 2013)
|
10.11
|
|
|
Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-42570, dated August 2, 2009, between the State of Wyoming and Ciner Wyoming LLC (formerly known as OCI Wyoming LLC) (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (File No. 333-189838) filed with the SEC on July 8, 2013)
|
10.12
|
|
|
Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-26012, dated November 2, 2009, between the State of Wyoming and Ciner Wyoming LLC (formerly known as OCI Wyoming LLC) (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No. 333-189838) filed with the SEC on July 8, 2013)
|
10.13
|
|
|
Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-25779, dated September 2, 2009, between the State of Wyoming and Ciner Wyoming LLC (formerly known as OCI Wyoming LLC) (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (File No. 333-189838) filed with the SEC on July 8, 2013)
|
10.14
|
|
|
Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-25971, dated November 2, 2009, between the State of Wyoming and Ciner Wyoming LLC (formerly known as OCI Wyoming LLC) (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 (File No. 333-189838) filed with the SEC on July 8, 2013)
|
10.15
|
|
|
License Agreement, dated July 18, 1961, between Union Pacific Railroad Company and Stauffer Chemical Company of Wyoming (as amended by Amendment of License Agreement, dated September 20, 2010, between Ciner Wyoming LLC (formerly known as OCI Wyoming LLC), as successor by assignment from Stauffer Chemical Company of Wyoming, and Rock Springs Royalty Company LLC, as successor in interest to Union Pacific Railroad Company) (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 (File No. 333-189838) filed with the SEC on July 8, 2013)
|
10.16
|
|
|
Contribution, Assignment and Assumption Agreement dated as of September 18, 2013 by and among OCI Wyoming Co., Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC), Ciner Resources LP (formerly known as OCI Resources LP), Ciner Wyoming Holding Co. (formerly known as OCI Wyoming Holding Co.) and Ciner Resources Corporation (formerly known as OCI Chemical Corporation) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 18, 2013)
|
10.17++
|
|
|
Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC) 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-189838) filed with the SEC on September 3, 2013)
|
10.18++
|
|
|
Form of Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC) 2013 Long-Term Incentive Plan Restricted Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 2, 2014)
|
10.19++
|
|
|
Form of Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC) 2013 Long-Term Incentive Plan Director Unit Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 4, 2014)
|
10.20++
|
|
|
Form of Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC) 2013 Long-Term Incentive Plan TR Performance Unit Award (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 6, 2014)
|
10.21
|
|
|
Limited Liability Company Agreement of Ciner Wyoming LLC (formerly known as OCI Wyoming LLC) dated as of June 30, 2014 (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed with the SEC on July 2, 2014)
|
10.22*
|
|
|
Amendment No. 1 to Limited Liability Company Agreement of Ciner Wyoming LLC (formerly known as OCI Wyoming LLC) dated as of November 5, 2015
|
10.23
|
|
|
Services Agreement, dated as of October 23, 2015, among Ciner Resources LP (formerly known as OCI Resources LP), Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC), and Ciner Resources Corporation (formerly known as OCI Chemical Corporation) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 26, 2015)
|
10.24
|
|
|
OCI Indemnification Agreement, dated as of October 23, 2015, among Ciner Resources LP (formerly known as OCI Resources LP), Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC), and OCI Enterprises Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 26, 2015)
|
10.25
|
|
|
Trademark License Agreement, dated as of October 23, 2015, among Park Holding A.S., Ciner Enterprises Inc., Ciner Resources Corporation (formerly known as OCI Chemical Corporation), Ciner Wyoming Holding Co. (formerly known as OCI Wyoming Holding Co.), Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC), Ciner Resources LP (formerly known as OCI Resources LP), and Ciner Wyoming LLC (formerly known as OCI Wyoming LLC) (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 26, 2015)
|
21.1*
|
|
|
List of Subsidiaries of Registrant
|
23.1*
|
|
|
Consent of Deloitte & Touche LLP, dated March 4, 2016
|
31.1*
|
|
|
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
|
31.2*
|
|
|
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
|
32.1**
|
|
|
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
|
32.2**
|
|
|
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
|
95.1*
|
|
|
Mine Safety Disclosures
|
101.INS
|
|
|
XBRL Instance Document
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
(a)
|
Section 1.2 of the LLC Agreement is hereby deleted in its entirety and the following shall be substituted in its place:
|
(b)
|
The definition of “Company” in Section 1.7 of the LLC Agreement is hereby deleted in its entirety and the following definition shall be substituted in its place:
|
(c)
|
All other references to “OCI Wyoming LLC” in the LLC Agreement shall be deemed to refer to “Ciner Wyoming LLC.”
|
|
|
(d)
|
All references to “OCI Enterprises Inc.” in the LLC Agreement shall be deemed to refer to “Ciner Enterprises Inc.”
|
(e)
|
All references to “OCI Chemical Corporation” in the LLC Agreement shall be deemed to refer to “Ciner Resources Corporation.”
|
(f)
|
All references to “OCI Resource Partners LLC” in the LLC Agreement shall be deemed to refer to “Ciner Resource Partners LLC.”
|
(g)
|
All references to “OCI Resources LP” in the LLC Agreement shall be deemed to refer to “Ciner Resources LP.”
|
|
|
|
|
Company
|
|
Jurisdiction of Organization
|
|
Ciner Wyoming LLC
|
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of Ciner Resources LP
(the "registrant")
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 11, 2016
|
/s/ Kirk H. Milling
|
|
|
Kirk H. Milling
President, Chief Executive Officer and Chairman of the Board of Directors of Ciner Resource Partners LLC, the General Partner of Ciner Resources LP
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Ciner Resources LP
(the "registrant")
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 11, 2016
|
/s/ Kevin L. Kremke
|
|
|
Kevin L. Kremke
Chief Financial Officer and Director of Ciner Resource Partners LLC, the General Partner of Ciner Resources LP
(Principal Financial Officer and Principal Accounting Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date:
|
March 11, 2016
|
/s/ Kirk H. Milling
|
|
|
Kirk H. Milling
President, Chief Executive Officer and Chairman of the Board of Directors of Ciner Resource Partners LLC, the General Partner of Ciner Resources LP
(Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date:
|
March 11, 2016
|
/s/ Kevin L. Kremke
|
|
|
Kevin L. Kremke
Chief Financial Officer and Director of Ciner Resource Partners LLC, the General Partner of Ciner Resources LP
(Principal Financial Officer and Principal Accounting Officer)
|
(1)
|
For each coal or other mine, of which the issuer or a subsidiary of the issuer is an operator:
|
|
(A)
|
(B)
|
(C)
|
(D)
|
(E)
|
(F)
|
(G)
|
|
|
(H)
|
|
|
||||||||||||
Mine or Operating Name
|
Section 104 (a)S&S Citations
|
Section 104(b) Orders
|
Section 104(d) Citations and Orders
|
Section 110(b)(2) Violations
|
Section 107(a) Orders
|
Total Dollar Value of MSHA Assessments Proposed ($)
|
Total Number of Mining Related Fatalities
|
Received Notice of Pattern of Violations Under Section 104(e) (yes/no)
|
Received Notice of Potential to Have Pattern Under Section 104(e) (yes/no)
|
Legal Actions Pending as of Last Day of Period
|
Legal Actions Initiated During Period
|
Legal Actions Resolved During Period
|
||||||||||||
Ciner Wyoming LLC
|
9
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
22,922
|
|
—
|
|
no
|
no
|
—
|
|
—
|
|
—
|
|
(A)
|
The total number of 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 under section 104 of the Mine Act for which the operator received a citation from MSHA.
|
(B)
|
The total number of orders issued under section 104(b) of the Mine Act.
|
(C)
|
The total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under section 104(d) of the Mine Act.
|
(D)
|
The total number of flagrant violations under section 110(b)(2) of the Mine Act.
|
(E)
|
The total number of imminent danger orders issued under section 107(a) of the Mine Act.
|
(F)
|
The total dollar value of proposed assessments from the MSHA under the Mine Act.
|
(G)
|
The total number of mining related fatalities.
|
(H)
|
Any pending legal action before the Federal Mine Safety and Health Review Commission involving such coal or other mines.
|
a.
|
All cases included in the number listed were pending before the Office of Administrative Law Judges of the Federal Mine Safety and Health Review Commission on December 31, 2015.
|
(2)
|
A list of such coal or other mines, of which the issuer or a subsidiary of the issuer is an operator, that received written notice from MSHA of (A) 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 and safety hazards under section 104(e) of the Mine Act, or (B) the potential to have such a pattern.
|
(3)
|
Any pending legal action before the Federal Mine Safety and Health Review Commission involving such coal or other mine.
|