(Mark One)
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x
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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
¨
(Do not check if a
smaller reporting company)
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Smaller reporting company
¨
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Emerging growth company
x
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Year Ended December 31,
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2017
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2016
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2015
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2014
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2013
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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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4,001.3
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4,050.4
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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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Ore to ash ratio
(1)
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1.50: 1.0
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1.50: 1.0
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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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Soda ash volume produced
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2,666.9
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2,695.3
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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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Soda ash volume sold
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2,705.4
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2,735.7
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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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(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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•
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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. We have a competitive advantage because 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 (“DECA”). Primarily as a result of this process, we have been able to reduce our ore to ash ratio by
5.7%
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. Please read “Risk Factors-Risks Inherent in Our Business and Industry-
Mining development, exploration and processing operations pose numerous hazards and uncertainties that may negatively affect our business
” for more information about this process.
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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,
2017
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Total
Approximate
Acreage as of
December 31,
2017
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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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2018-2027
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These leases will renew so long as we file an application for renewal with the Department of the Interior, Bureau of Land Management, within 90 days of expiration of the leases
(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, 2017
, which was approximately
$79
per short ton of soda ash;
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the weighted average net sales per short ton will remain consistent with our weighted average net sales price per short ton for three years ended
December 31, 2017
, which was approximately
$180
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, excluding our deca rehydration recovery process);
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our run-of-mine ore estimate contains dilution from the mining process;
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we will, in approximately 20-30 years, make necessary equipment modifications to operate at a seam height of 7-feet, although our current mining limit is
9.5
to
10
feet;
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we will, within the next
one
to
six
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
2017
levels until we begin two-seam mining at which time our mining costs may increase as much as 50% for those short tons that are mined using that method;
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our processing costs will remain consistent with
2017
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 license in place with respect to the reserves, and that these leases and license can be renewed for the life of the mine based on our extensive history of renewing leases and license;
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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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59.4
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88.8
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%
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57.7
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89.0
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%
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117.1
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63.9
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Leases with the U.S. Government
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50.1
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89.0
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%
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47.9
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88.7
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%
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98.0
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53.5
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Leases with the State of Wyoming
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6.9
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89.4
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%
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18.1
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88.7
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%
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25.0
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13.7
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Total
(5)
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116.4
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88.9
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%
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123.7
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88.9
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%
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240.1
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131.1
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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
88.9%
. 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, 2017
, which was approximately
$180
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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provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002;
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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 $1.07 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 and processes;
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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 three 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 certain officers of our general partner periodically serve as chairman of ANSAC;
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Ciner Enterprises and its affiliates are not limited in their ability to compete with us and may compete directly with us for acquisition opportunities and customers. For example, we expect to face competition from Ciner Group’s trona-based soda ash production in Turkey in the next several years as new capacity is brought online;
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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;
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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 incentive distributions;
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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 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 services agreement, dated October 25, 2015, among the Partnership, or general partner and Ciner Corp “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.
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how to allocate business opportunities among us and its affiliates;
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whether to exercise its limited call right;
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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;
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how to exercise its voting rights with respect to the units it owns;
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whether to exercise its registration rights;
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whether to elect to reset target distribution levels;
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whether to transfer the incentive distribution rights or any units it owns to a third party; and
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whether or not to consent to any merger, consolidation or conversion of the partnership or amendment to the partnership agreement.
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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;
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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;
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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
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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:
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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;
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approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner and its affiliates;
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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
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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.
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our existing unitholders’ proportionate ownership interest in us will decrease;
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the amount of cash available for distribution on each unit may decrease;
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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;
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the ratio of taxable income to distributions may increase;
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the relative voting strength of each previously outstanding unit may be diminished;
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the market price of the common units may decline;
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the amounts available for distributions to our common unitholders may be reduced or eliminated; and
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the claims of the common unitholders to our assets in the event of our liquidations may be subordinated.
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we were conducting business in a state but had not complied with that particular state’s partnership statute; or
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•
|
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
|
|
|
|
|||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
$
|
26.25
|
|
|
$
|
24.16
|
|
|
$
|
0.5670
|
|
|
2/27/2018
|
|
2/12/2018
|
Third Quarter
|
|
27.97
|
|
|
23.57
|
|
|
0.5670
|
|
|
11/20/2017
|
|
11/6/2017
|
|||
Second Quarter
|
|
29.30
|
|
|
27.00
|
|
|
0.5670
|
|
|
8/21/2017
|
|
8/7/2017
|
|||
First Quarter
|
|
32.22
|
|
|
27.23
|
|
|
0.5670
|
|
|
5/15/2017
|
|
5/1/2017
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
$
|
32.00
|
|
|
$
|
28.36
|
|
|
$
|
0.5670
|
|
|
2/13/2017
|
|
1/31/2017
|
Third Quarter
|
|
39.10
|
|
|
27.51
|
|
|
0.5670
|
|
|
11/11/2016
|
|
10/28/2016
|
|||
Second Quarter
|
|
30.61
|
|
|
25.26
|
|
|
0.5670
|
|
|
8/12/2016
|
|
7/29/2016
|
|||
First Quarter
|
|
26.45
|
|
|
18.81
|
|
|
0.5640
|
|
|
5/13/2016
|
|
4/29/2016
|
•
|
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
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of operations data:
|
|
For the years ended December 31,
|
||||||||||||||||||
(In millions, except per unit data)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Results of Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
497.3
|
|
|
$
|
475.2
|
|
|
$
|
486.4
|
|
|
$
|
465.0
|
|
|
$
|
442.1
|
|
Cost of products sold, including freight costs, depreciation, depletion and amortization expense
|
|
383.8
|
|
|
361.7
|
|
|
356.1
|
|
|
347.7
|
|
|
349.0
|
|
|||||
Selling, general and administrative expenses
|
|
22.4
|
|
|
23.3
|
|
|
20.0
|
|
|
20.3
|
|
|
13.2
|
|
|||||
Impairment and loss on disposal of assets, net
|
|
1.6
|
|
|
0.3
|
|
|
0.2
|
|
|
1.0
|
|
|
—
|
|
|||||
Operating income
|
|
89.5
|
|
|
89.9
|
|
|
110.1
|
|
|
96.0
|
|
|
79.9
|
|
|||||
Total other income/(expense), net
|
|
(3.1
|
)
|
|
(3.6
|
)
|
|
(3.9
|
)
|
|
(4.1
|
)
|
|
(2.2
|
)
|
|||||
Income before provision for income taxes
|
|
86.4
|
|
|
86.3
|
|
|
106.2
|
|
|
91.9
|
|
|
77.7
|
|
|||||
Provision for income taxes
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|||||
Net income
|
|
$
|
86.4
|
|
|
$
|
86.3
|
|
|
$
|
106.2
|
|
|
$
|
91.9
|
|
|
$
|
70.6
|
|
Net income attributable to non-controlling interest
|
|
44.8
|
|
|
44.9
|
|
|
54.7
|
|
|
47.4
|
|
|
44.3
|
|
|||||
Net income attributable to Ciner Resources LP
|
|
$
|
41.6
|
|
|
$
|
41.4
|
|
|
$
|
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
|
|
$
|
41.6
|
|
|
$
|
41.4
|
|
|
$
|
51.5
|
|
|
$
|
44.5
|
|
|
$
|
13.0
|
|
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per limited partner unit (basic)
|
|
$
|
2.08
|
|
|
$
|
2.08
|
|
|
$
|
2.58
|
|
|
$
|
2.23
|
|
|
$
|
0.65
|
|
Net income per limited partner unit (diluted)
|
|
$
|
2.07
|
|
|
$
|
2.08
|
|
|
$
|
2.58
|
|
|
$
|
2.23
|
|
|
$
|
0.65
|
|
Limited partner units outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average limited partner units outstanding (basic)
|
|
19.6
|
|
|
19.6
|
|
|
19.6
|
|
|
19.6
|
|
|
19.6
|
|
|||||
Weighted average limited partner units outstanding (diluted)
|
|
19.7
|
|
|
19.6
|
|
|
19.6
|
|
|
19.6
|
|
|
19.6
|
|
|||||
Cash distribution declared per unit
(1)
|
|
$
|
2.27
|
|
|
$
|
2.27
|
|
|
$
|
2.19
|
|
|
$
|
2.06
|
|
|
$
|
0.57
|
|
Adjusted EBITDA
(2)
|
|
$
|
120.1
|
|
|
$
|
116.5
|
|
|
$
|
133.9
|
|
|
$
|
120.5
|
|
|
$
|
104.4
|
|
Distributable cash flow
(1)(2)
|
|
$
|
52.0
|
|
|
$
|
50.4
|
|
|
$
|
56.8
|
|
|
$
|
53.5
|
|
|
$
|
14.0
|
|
Distribution coverage ratio
(1)(2)
|
|
1.14
|
|
|
1.10
|
|
|
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.
|
(3)
|
The Partnership is a limited partnership and generally is not subject to federal or certain state income taxes. The Predecessor was subject to income taxes, and as such, the year ended December 31, 2013 (prior to IPO), includes income tax expense of the Predecessor.
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data (at period end):
|
|
As of December 31,
|
||||||||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Total assets
|
|
$
|
453.2
|
|
|
$
|
413.1
|
|
|
$
|
423.2
|
|
|
$
|
447.4
|
|
|
$
|
442.2
|
|
Long-term debt
|
|
138.0
|
|
|
89.4
|
|
|
110.0
|
|
|
145.0
|
|
|
155.0
|
|
|||||
Partners’ capital attributable to Ciner Resources LP
|
|
148.4
|
|
|
153.3
|
|
|
156.0
|
|
|
147.6
|
|
|
144.6
|
|
|||||
Non-controlling interests
|
|
99.8
|
|
|
105.9
|
|
|
107.2
|
|
|
100.9
|
|
|
96.7
|
|
|||||
Total equity
|
|
248.2
|
|
|
259.2
|
|
|
263.2
|
|
|
248.5
|
|
|
241.3
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions; except for operating and other data section)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
$
|
497.3
|
|
|
$
|
475.2
|
|
|
$
|
486.4
|
|
Cost of products sold:
|
|
|
|
|
|
|
||||||
Cost of products sold
|
|
211.0
|
|
|
216.0
|
|
|
210.3
|
|
|||
Depreciation, depletion and amortization expense
|
|
27.1
|
|
|
26.1
|
|
|
23.7
|
|
|||
Freight costs
|
|
145.7
|
|
|
119.6
|
|
|
122.1
|
|
|||
Total cost of products sold
|
|
383.8
|
|
|
361.7
|
|
|
356.1
|
|
|||
Gross profit
|
|
113.5
|
|
|
113.5
|
|
|
130.3
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
|
22.4
|
|
|
23.3
|
|
|
20.0
|
|
|||
Impairment and loss on disposal of assets, net
|
|
1.6
|
|
|
0.3
|
|
|
0.2
|
|
|||
Total operating expenses
|
|
24.0
|
|
|
23.6
|
|
|
20.2
|
|
|||
Operating income
|
|
89.5
|
|
|
89.9
|
|
|
110.1
|
|
|||
Other income/(expenses):
|
|
|
|
|
|
|
||||||
Interest income
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
(4.6
|
)
|
|
(3.6
|
)
|
|
(4.0
|
)
|
|||
Other - net
|
|
(0.2
|
)
|
|
—
|
|
|
0.1
|
|
|||
Total other income/(expense), net
|
|
(3.1
|
)
|
|
(3.6
|
)
|
|
(3.9
|
)
|
|||
Net income
|
|
$
|
86.4
|
|
|
$
|
86.3
|
|
|
$
|
106.2
|
|
Net income attributable to non-controlling interest
|
|
44.8
|
|
|
44.9
|
|
|
54.7
|
|
|||
Net income attributable to Ciner Resources LP
|
|
$
|
41.6
|
|
|
$
|
41.4
|
|
|
$
|
51.5
|
|
|
|
|
|
|
|
|
||||||
Operating and Other Data:
|
|
|
|
|
|
|
||||||
Trona ore consumed (thousands of short tons)
|
|
4,001.3
|
|
|
4,050.4
|
|
|
4,040.3
|
|
|||
Ore to ash ratio
(1)
|
|
1.50: 1.0
|
|
|
1.50: 1.0
|
|
|
1.52: 1.0
|
|
|||
Soda ash volume produced (thousands of short tons)
|
|
2,666.9
|
|
|
2,695.3
|
|
|
2,662.9
|
|
|||
Soda ash volume sold (thousands of short tons)
|
|
2,705.4
|
|
|
2,735.7
|
|
|
2,655.4
|
|
|||
Adjusted EBITDA
(2)
|
|
$
|
120.1
|
|
|
$
|
117.1
|
|
|
$
|
135.0
|
|
|
(1)
|
Ore to ash ratio expresses the number of short tons of trona ore needed to produce one short ton of soda ash and liquor and includes our deca rehydration recovery process. In general, a lower ore to ash ratio results in lower costs and improved efficiency.
|
(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.
|
|
|
Years Ended
December 31, |
|
Percent Increase/(Decrease)
|
||||||||||||||
($ in millions, except per ton data)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs 2016
|
|
2016 vs 2015
|
||||||||
Net sales ($ in millions):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
|
$
|
192.8
|
|
|
$
|
192.6
|
|
|
$
|
194.0
|
|
|
0.1
|
%
|
|
(0.7
|
)%
|
International
|
|
$
|
304.5
|
|
|
$
|
282.6
|
|
|
$
|
292.4
|
|
|
7.7
|
%
|
|
(3.4
|
)%
|
Total net sales
|
|
$
|
497.3
|
|
|
$
|
475.2
|
|
|
$
|
486.4
|
|
|
4.7
|
%
|
|
(2.3
|
)%
|
Sales volumes (thousands of short tons):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic (thousands of short tons)
|
|
877.4
|
|
|
888.3
|
|
|
851.9
|
|
|
(1.2
|
)%
|
|
4.3
|
%
|
|||
International (thousands of short tons)
|
|
1,828.0
|
|
|
1,847.4
|
|
|
1,803.5
|
|
|
(1.1
|
)%
|
|
2.4
|
%
|
|||
Total soda ash volume sold (thousands of short tons)
|
|
2,705.4
|
|
|
2,735.7
|
|
|
2,655.4
|
|
|
(1.1
|
)%
|
|
3.0
|
%
|
|||
Average sales price (per short ton):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
|
$
|
219.74
|
|
|
$
|
216.77
|
|
|
$
|
227.78
|
|
|
1.4
|
%
|
|
(4.8
|
)%
|
International
|
|
$
|
166.58
|
|
|
$
|
152.99
|
|
|
$
|
162.11
|
|
|
8.9
|
%
|
|
(5.6
|
)%
|
Average
|
|
$
|
183.82
|
|
|
$
|
173.70
|
|
|
$
|
183.18
|
|
|
5.8
|
%
|
|
(5.2
|
)%
|
Percent of net sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic sales
|
|
38.8
|
%
|
|
40.5
|
%
|
|
39.9
|
%
|
|
|
|
|
|||||
International sales
|
|
61.2
|
%
|
|
59.5
|
%
|
|
60.1
|
%
|
|
|
|
|
|||||
Total percent of net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
Percent Increase/(Decrease)
|
||||||||||||||
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|
2017 vs 2016
|
|
2016 vs 2015
|
||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
$
|
79.3
|
|
|
$
|
128.3
|
|
|
$
|
150.2
|
|
|
(38.2
|
)%
|
|
(14.6
|
)%
|
Investing activities
|
(24.7
|
)
|
|
(25.3
|
)
|
|
(35.7
|
)
|
|
(2.4
|
)%
|
|
(29.1
|
)%
|
|||
Financing activities
|
(44.1
|
)
|
|
(103.7
|
)
|
|
(125.1
|
)
|
|
(57.5
|
)%
|
|
(17.1
|
)%
|
•
|
$37.8 million
of working capital
used in
operating activities during the
twelve
months ended
December 31, 2017
, compared to
$14.2 million
of working capital
provided by
operating activities during the
twelve
months ended
December 31, 2016
. The
$52.0 million
increase
in working capital
used in
operating activities was primarily due to the
$37.7 million
increase
in due-from affiliates.
|
($ 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,
2017 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||||||
Short-term borrowings from banks:
|
|
|
|
|
|
|
|
|
|||||||
Outstanding amount at period ending
|
$
|
138.0
|
|
|
$
|
138.0
|
|
|
$
|
78.0
|
|
|
$
|
90.0
|
|
Weighted average interest rate at period ending
(1)
|
3.08
|
%
|
|
3.08
|
%
|
|
3.00
|
%
|
|
2.90
|
%
|
||||
Average daily amount outstanding for the period
|
$
|
134.7
|
|
|
$
|
112.5
|
|
|
$
|
81.5
|
|
|
$
|
113.7
|
|
Weighted average daily interest rate for the period
(1)
|
2.97
|
%
|
|
3.03
|
%
|
|
3.04
|
%
|
|
2.80
|
%
|
||||
Maximum month-end amount outstanding during the period
|
$
|
142.0
|
|
|
$
|
142.0
|
|
|
$
|
88.5
|
|
|
$
|
125.0
|
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt
|
$
|
11.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
138.0
|
|
|
$
|
—
|
|
|
$
|
149.4
|
|
Purchase obligations
(1)
|
27.1
|
|
|
23.2
|
|
|
19.2
|
|
|
9.7
|
|
|
8.3
|
|
|
3.8
|
|
|
91.3
|
|
|||||||
Interest payments
(2)
|
4.3
|
|
|
4.3
|
|
|
4.3
|
|
|
4.3
|
|
|
2.5
|
|
|
—
|
|
|
19.7
|
|
|||||||
Lease obligations
(3)
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
1.4
|
|
|
1.9
|
|
|||||||
Asset retirement Obligation
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145.1
|
|
|
145.1
|
|
|||||||
Total
|
$
|
42.9
|
|
|
$
|
27.6
|
|
|
$
|
23.6
|
|
|
$
|
14.1
|
|
|
$
|
148.9
|
|
|
$
|
150.3
|
|
|
$
|
407.4
|
|
|
($ in millions, except per unit data)
|
Q4 -17
|
|
Q3 -17
|
|
Q2 -17
|
|
Q1 -17
|
|
Q4 -16
|
|
Q3 -16
|
|
Q2 -16
|
|
Q1 -16
|
||||||||||||||||
Net sales
|
$
|
128.5
|
|
|
$
|
122.5
|
|
|
$
|
119.7
|
|
|
$
|
126.6
|
|
|
$
|
123.1
|
|
|
$
|
121.0
|
|
|
$
|
116.7
|
|
|
$
|
114.4
|
|
Cost of products sold
|
95.2
|
|
|
95.0
|
|
|
95.5
|
|
|
98.1
|
|
|
96.7
|
|
|
90.5
|
|
|
88.1
|
|
|
86.4
|
|
||||||||
Gross profit
|
33.3
|
|
|
27.5
|
|
|
24.2
|
|
|
28.5
|
|
|
26.4
|
|
|
30.5
|
|
|
28.6
|
|
|
28.0
|
|
||||||||
Operating expenses
|
5.8
|
|
|
7.3
|
|
|
5.8
|
|
|
5.1
|
|
|
5.2
|
|
|
6.5
|
|
|
6.0
|
|
|
5.8
|
|
||||||||
Operating income
|
27.5
|
|
|
20.2
|
|
|
18.4
|
|
|
23.4
|
|
|
21.2
|
|
|
24.0
|
|
|
22.6
|
|
|
22.2
|
|
||||||||
Other income/(expense), net
|
(0.3
|
)
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|
(1.0
|
)
|
|
(0.8
|
)
|
|
(0.9
|
)
|
|
(0.8
|
)
|
|
(1.1
|
)
|
||||||||
Net income
|
27.2
|
|
|
19.3
|
|
|
17.5
|
|
|
22.4
|
|
|
20.4
|
|
|
23.1
|
|
|
21.8
|
|
|
21.1
|
|
||||||||
Net income attributable to non-controlling interest
|
13.9
|
|
|
10.1
|
|
|
9.3
|
|
|
11.5
|
|
|
10.5
|
|
|
12.0
|
|
|
11.4
|
|
|
11.0
|
|
||||||||
Net income attributable to Ciner Resources LP
|
$
|
13.3
|
|
|
$
|
9.2
|
|
|
$
|
8.2
|
|
|
$
|
10.9
|
|
|
$
|
9.9
|
|
|
$
|
11.1
|
|
|
$
|
10.4
|
|
|
$
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating and Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Trona ore consumed (thousands of short tons)
|
1,059.3
|
|
|
1,025.0
|
|
|
933.2
|
|
|
983.9
|
|
|
1,056.5
|
|
|
1,019.4
|
|
|
973.1
|
|
|
1,001.4
|
|
||||||||
Ore to ash ratio
(1)
|
1.53: 1.0
|
|
|
1.51: 1.0
|
|
|
1.45: 1.0
|
|
|
1.51: 1.0
|
|
|
1.57: 1.0
|
|
|
1.48: 1.0
|
|
|
1.46: 1.0
|
|
|
1.51: 1.0
|
|
||||||||
Soda ash volume produced (thousands of short tons)
|
692.4
|
|
680.0
|
|
|
643.0
|
|
|
651.5
|
|
|
674.2
|
|
690.1
|
|
668.7
|
|
662.4
|
|||||||||||||
Soda ash volume sold (thousands of short tons)
|
706.7
|
|
676.6
|
|
|
651.3
|
|
|
670.8
|
|
|
702.4
|
|
696.6
|
|
676.6
|
|
660.1
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common - Public and Ciner Holdings (basic)
|
$
|
0.67
|
|
|
$
|
0.46
|
|
|
$
|
0.41
|
|
|
$
|
0.54
|
|
|
$
|
0.49
|
|
|
$
|
0.56
|
|
|
$
|
0.52
|
|
|
$
|
0.51
|
|
Subordinated - Ciner Holdings (basic)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.55
|
|
|
$
|
0.52
|
|
|
$
|
0.51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common - Public and Ciner Holdings (diluted)
|
$
|
0.66
|
|
|
$
|
0.46
|
|
|
$
|
0.41
|
|
|
$
|
0.54
|
|
|
$
|
0.49
|
|
|
$
|
0.56
|
|
|
$
|
0.52
|
|
|
$
|
0.51
|
|
Subordinated - Ciner Holdings (diluted)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.55
|
|
|
$
|
0.52
|
|
|
$
|
0.51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Limited partner units outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average common units outstanding (basic)
|
19.6
|
|
19.7
|
|
|
19.7
|
|
|
19.7
|
|
|
19.6
|
|
9.8
|
|
9.8
|
|
9.8
|
|||||||||||||
Weighted average subordinated units outstanding (basic)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
9.8
|
|
9.8
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average common units outstanding (diluted)
|
19.7
|
|
19.7
|
|
|
19.7
|
|
|
19.7
|
|
|
19.6
|
|
9.8
|
|
9.8
|
|
9.8
|
|||||||||||||
Weighted average subordinated units outstanding (diluted)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
9.8
|
|
9.8
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash distribution declared per unit
|
$
|
0.5670
|
|
|
$
|
0.5670
|
|
|
$
|
0.5670
|
|
|
$
|
0.5670
|
|
|
$
|
0.5670
|
|
|
$
|
0.5670
|
|
|
$
|
0.5670
|
|
|
$
|
0.5640
|
|
|
(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
|
CINER RESOURCES LP
CONSOLIDATED BALANCE SHEETS
|
|||||||
(In millions)
|
December 31,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
30.2
|
|
|
$
|
19.7
|
|
Accounts receivable -affiliates
|
98.3
|
|
|
61.6
|
|
||
Accounts receivable, net
|
34.2
|
|
|
33.4
|
|
||
Inventory
|
19.8
|
|
|
19.0
|
|
||
Other current assets
|
1.8
|
|
|
2.3
|
|
||
Total current assets
|
184.3
|
|
|
136.0
|
|
||
Property, plant and equipment, net
|
249.3
|
|
|
256.1
|
|
||
Other non-current assets
|
19.6
|
|
|
21.0
|
|
||
Total assets
|
$
|
453.2
|
|
|
$
|
413.1
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
11.4
|
|
|
$
|
8.6
|
|
Accounts payable
|
14.5
|
|
|
15.0
|
|
||
Due to affiliates
|
3.0
|
|
|
4.2
|
|
||
Accrued expenses
|
27.7
|
|
|
27.7
|
|
||
Total current liabilities
|
56.6
|
|
|
55.5
|
|
||
Long-term debt
|
138.0
|
|
|
89.4
|
|
||
Other non-current liabilities
|
10.4
|
|
|
9.0
|
|
||
Total liabilities
|
205.0
|
|
|
153.9
|
|
||
Commitments and Contingencies (See Note 14)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common unitholders - Public and Ciner Holdings (19.7 units issued and outstanding at December 31, 2017 and December 31, 2016, respectively)
|
148.3
|
|
|
151.0
|
|
||
General partner unitholders - Ciner Resource Partners LLC (0.4 units issued and outstanding at December 31, 2017 and December 31, 2016, respectively)
|
3.8
|
|
|
3.9
|
|
||
Accumulated other comprehensive loss
|
(3.7
|
)
|
|
(1.6
|
)
|
||
Partners’ capital attributable to Ciner Resources LP
|
148.4
|
|
|
153.3
|
|
||
Non-controlling interest
|
99.8
|
|
|
105.9
|
|
||
Total equity
|
248.2
|
|
|
259.2
|
|
||
Total liabilities and partners’ equity
|
$
|
453.2
|
|
|
$
|
413.1
|
|
CINER RESOURCES LP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|
||||||||||||
|
|
Years Ended December 31,
|
||||||||||
(In millions, except per unit data)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Sales - Affiliates
|
|
$
|
304.5
|
|
|
$
|
271.2
|
|
|
$
|
265.3
|
|
Sales - others
|
|
192.8
|
|
|
204.0
|
|
|
221.1
|
|
|||
Total net sales
|
|
497.3
|
|
|
475.2
|
|
|
486.4
|
|
|||
Cost of products sold:
|
|
|
|
|
|
|
||||||
Cost of products sold
|
|
211.0
|
|
|
216.0
|
|
|
210.3
|
|
|||
Depreciation, depletion and amortization expense
|
|
27.1
|
|
|
26.1
|
|
|
23.7
|
|
|||
Freight costs
|
|
145.7
|
|
|
119.6
|
|
|
122.1
|
|
|||
Total cost of products sold
|
|
383.8
|
|
|
361.7
|
|
|
356.1
|
|
|||
Gross profit
|
|
113.5
|
|
|
113.5
|
|
|
130.3
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses—affiliates
|
|
16.9
|
|
|
18.7
|
|
|
15.7
|
|
|||
Selling, general and administrative expenses—others
|
|
5.5
|
|
|
4.6
|
|
|
4.3
|
|
|||
Impairment and loss on disposal of assets, net
|
|
1.6
|
|
|
0.3
|
|
|
0.2
|
|
|||
Total operating expenses
|
|
24.0
|
|
|
23.6
|
|
|
20.2
|
|
|||
Operating income
|
|
89.5
|
|
|
89.9
|
|
|
110.1
|
|
|||
Other income/(expenses):
|
|
|
|
|
|
|
||||||
Interest income
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
(4.6
|
)
|
|
(3.6
|
)
|
|
(4.0
|
)
|
|||
Other - net
|
|
(0.2
|
)
|
|
—
|
|
|
0.1
|
|
|||
Total other income/(expense), net
|
|
(3.1
|
)
|
|
(3.6
|
)
|
|
(3.9
|
)
|
|||
Net income
|
|
$
|
86.4
|
|
|
$
|
86.3
|
|
|
$
|
106.2
|
|
Net income attributable to non-controlling interest
|
|
44.8
|
|
|
44.9
|
|
|
54.7
|
|
|||
Net income attributable to Ciner Resources LP
|
|
$
|
41.6
|
|
|
$
|
41.4
|
|
|
$
|
51.5
|
|
Other comprehensive income/(loss):
|
|
|
|
|
|
|
||||||
Income (loss) on derivative financial instruments
|
|
(4.0
|
)
|
|
0.9
|
|
|
(3.4
|
)
|
|||
Comprehensive income
|
|
82.4
|
|
|
87.2
|
|
|
102.8
|
|
|||
Comprehensive income attributable to non-controlling interest
|
|
42.9
|
|
|
45.3
|
|
|
53.0
|
|
|||
Comprehensive income attributable to Ciner Resources LP
|
|
$
|
39.5
|
|
|
$
|
41.9
|
|
|
$
|
49.8
|
|
|
|
|
|
|
|
|
||||||
Net income per limited partner unit:
|
|
|
|
|
|
|
||||||
Net income per limited partner unit (basic)
|
|
$
|
2.08
|
|
|
$
|
2.08
|
|
|
$
|
2.58
|
|
Net income per limited partner unit (diluted)
|
|
$
|
2.07
|
|
|
$
|
2.08
|
|
|
$
|
2.58
|
|
Limited partner units outstanding:
|
|
|
|
|
|
|
||||||
Weighted average limited partner units outstanding (basic)
|
|
19.6
|
|
19.6
|
|
19.6
|
||||||
Weighted average limited partner units outstanding (diluted)
|
|
19.7
|
|
19.6
|
|
19.6
|
CINER RESOURCES LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
86.4
|
|
|
$
|
86.3
|
|
|
$
|
106.2
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization expense
|
27.5
|
|
|
26.5
|
|
|
24.1
|
|
|||
Impairment and loss on disposal of assets, net
|
1.6
|
|
|
0.3
|
|
|
0.2
|
|
|||
Equity-based compensation expense
|
1.3
|
|
|
0.6
|
|
|
1.1
|
|
|||
Other non-cash items
|
0.3
|
|
|
0.4
|
|
|
0.8
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
(Increase)/decrease in:
|
|
|
|
|
|
||||||
Accounts receivable - net
|
0.2
|
|
|
0.4
|
|
|
1.7
|
|
|||
Accounts receivable - affiliates
|
(37.7
|
)
|
|
2.4
|
|
|
25.9
|
|
|||
Inventory
|
0.5
|
|
|
7.0
|
|
|
(3.7
|
)
|
|||
Other current and other non-current assets
|
(0.2
|
)
|
|
0.2
|
|
|
(0.9
|
)
|
|||
Increase/(decrease) in:
|
|
|
|
|
|
||||||
Accounts payable
|
1.7
|
|
|
1.1
|
|
|
1.8
|
|
|||
Due to affiliates
|
(1.2
|
)
|
|
(0.4
|
)
|
|
(1.1
|
)
|
|||
Accrued expenses and other liabilities
|
(1.1
|
)
|
|
3.5
|
|
|
(5.9
|
)
|
|||
Net cash provided by operating activities
|
79.3
|
|
|
128.3
|
|
|
150.2
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(24.7
|
)
|
|
(25.3
|
)
|
|
(35.7
|
)
|
|||
Net cash used in investing activities
|
(24.7
|
)
|
|
(25.3
|
)
|
|
(35.7
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings on Ciner Wyoming credit facility
|
88.5
|
|
|
15.0
|
|
|
5.0
|
|
|||
Repayments on Ciner Wyoming credit facility
|
(28.5
|
)
|
|
(27.0
|
)
|
|
(40.0
|
)
|
|||
Repayments on other long-term debt
|
(8.6
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to common unitholders
|
(44.5
|
)
|
|
(22.2
|
)
|
|
(21.2
|
)
|
|||
Distributions to subordinated unitholders
|
—
|
|
|
(22.0
|
)
|
|
(21.2
|
)
|
|||
Distributions to general partner
|
(0.9
|
)
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|||
Distributions to non-controlling interest
|
(49.0
|
)
|
|
(46.6
|
)
|
|
(46.8
|
)
|
|||
Net cash used in financing activities
|
(44.1
|
)
|
|
(103.7
|
)
|
|
(125.1
|
)
|
|||
Net increase/(decrease) in cash and cash equivalents
|
10.5
|
|
|
(0.7
|
)
|
|
(10.6
|
)
|
|||
Cash and cash equivalents at beginning of year
|
19.7
|
|
|
20.4
|
|
|
31.0
|
|
|||
Cash and cash equivalents at end of year
|
$
|
30.2
|
|
|
$
|
19.7
|
|
|
$
|
20.4
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Interest paid during the year
|
$
|
4.1
|
|
|
$
|
3.2
|
|
|
$
|
4.1
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash investing activities:
|
|
|
|
|
|
||||||
Capital expenditures on account
|
$
|
1.0
|
|
|
$
|
3.9
|
|
|
$
|
3.0
|
|
|
|
|
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
|
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per unit data)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income attributable to Ciner Resources LP
|
|
$
|
41.6
|
|
|
$
|
41.4
|
|
|
$
|
51.5
|
|
Less: General partner’s interest in net income
|
|
0.8
|
|
|
0.8
|
|
|
1.0
|
|
|||
Limited partners’ interest in net income
|
|
$
|
40.8
|
|
|
$
|
40.6
|
|
|
$
|
50.5
|
|
|
|
|
|
|
|
|
||||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
||||||
Common - Public and Ciner Holdings (basic)
|
|
19.6
|
|
12.3
|
|
9.8
|
||||||
Subordinated - Ciner Holdings (basic)
|
|
—
|
|
|
7.3
|
|
9.8
|
|||||
Total weighted average limited partner units outstanding (basic)
|
|
19.6
|
|
19.6
|
|
19.6
|
||||||
|
|
|
|
|
|
|
||||||
Common - Public and Ciner Holdings (diluted)
|
|
19.7
|
|
12.3
|
|
9.8
|
||||||
Subordinated - Ciner Holdings (diluted)
|
|
—
|
|
|
7.3
|
|
9.8
|
|||||
Total weighted average limited partner units outstanding (diluted)
|
|
19.7
|
|
19.6
|
|
19.6
|
||||||
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Net income per limited partner unit:
|
|
|
|
|
|
|
||||||
Common - Public and Ciner Holdings (basic)
|
|
$
|
2.08
|
|
|
$
|
2.06
|
|
|
$
|
2.58
|
|
Subordinated - Ciner Holdings (basic)
|
|
$
|
—
|
|
|
$
|
2.11
|
|
|
$
|
2.58
|
|
Net income per limited partner units (basic)
|
|
$
|
2.08
|
|
|
$
|
2.08
|
|
|
$
|
2.58
|
|
|
|
|
|
|
|
|
||||||
Common - Public and Ciner Holdings (diluted)
|
|
$
|
2.07
|
|
|
$
|
2.06
|
|
|
$
|
2.58
|
|
Subordinated - Ciner Holdings (diluted)
|
|
$
|
—
|
|
|
$
|
2.11
|
|
|
$
|
2.58
|
|
Net income per limited partner units (diluted)
|
|
$
|
2.07
|
|
|
$
|
2.08
|
|
|
$
|
2.58
|
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per unit data)
|
2017
|
|
2016
|
|
2015
|
||||||
Net income attributable to common unitholders:
|
|
|
|
|
|
||||||
Distributions
(1)
|
$
|
44.5
|
|
|
$
|
27.9
|
|
|
$
|
21.5
|
|
(Distributions in excess of net income)/undistributed earnings
|
(3.7
|
)
|
|
(2.7
|
)
|
|
3.8
|
|
|||
Common unitholders’ interest in net income
|
$
|
40.8
|
|
|
$
|
25.2
|
|
|
$
|
25.3
|
|
|
|
|
|
|
|
||||||
Net income attributable to subordinated unitholders:
|
|
|
|
|
|
||||||
Distributions
(1)
|
$
|
—
|
|
|
$
|
16.6
|
|
|
$
|
21.4
|
|
(Distributions in excess of net income)/undistributed earnings
|
—
|
|
|
(1.2
|
)
|
|
3.8
|
|
|||
Subordinated unitholders’ interest in net income
|
$
|
—
|
|
|
$
|
15.4
|
|
|
$
|
25.2
|
|
(1) Distributions declared per unit for the year
|
2.268
|
|
|
2.265
|
|
|
2.191
|
|
|
|
|
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)
|
2017
|
|
2016
|
||||
Trade receivables
|
$
|
27.5
|
|
|
$
|
27.3
|
|
Other receivables
|
6.7
|
|
|
6.2
|
|
||
|
34.2
|
|
|
33.5
|
|
||
Allowance for doubtful accounts
|
—
|
|
|
(0.1
|
)
|
||
Total
|
$
|
34.2
|
|
|
$
|
33.4
|
|
(In millions)
|
2017
|
|
2016
|
||||
Raw materials
|
$
|
10.1
|
|
|
$
|
7.7
|
|
Finished goods
|
3.2
|
|
|
5.8
|
|
||
Stores inventory, current
|
6.5
|
|
|
5.5
|
|
||
Total
|
$
|
19.8
|
|
|
$
|
19.0
|
|
(In millions)
|
2017
|
|
2016
|
||||
Land and land improvements
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Depletable land
|
3.0
|
|
|
3.0
|
|
||
Buildings and building improvements
|
135.0
|
|
|
133.1
|
|
||
Internal-use computer software
|
5.3
|
|
|
5.1
|
|
||
Machinery and equipment
|
652.6
|
|
|
627.2
|
|
||
Mining reserves
|
65.3
|
|
|
65.3
|
|
||
Total
|
861.5
|
|
|
834.0
|
|
||
Less accumulated depreciation, depletion and amortization
|
(644.7
|
)
|
|
(622.3
|
)
|
||
Total net book value
|
216.8
|
|
|
211.7
|
|
||
Construction in progress
|
32.5
|
|
|
44.4
|
|
||
Total property, plant, and equipment, net
|
$
|
249.3
|
|
|
$
|
256.1
|
|
(In millions)
|
2017
|
|
2016
|
||||
Stores inventory, non-current
|
$
|
18.6
|
|
|
$
|
20.7
|
|
Deferred financing costs and other
|
1.0
|
|
|
0.3
|
|
||
Total
|
$
|
19.6
|
|
|
$
|
21.0
|
|
(In millions)
|
2017
|
|
2016
|
||||
Accrued energy costs
|
5.2
|
|
|
5.6
|
|
||
Accrued royalty costs
|
4.5
|
|
|
4.6
|
|
||
Accrued employee compensation
|
6.8
|
|
|
7.1
|
|
||
Accrued other taxes
|
4.8
|
|
|
4.8
|
|
||
Accrued derivatives
|
1.9
|
|
|
0.4
|
|
||
Other accruals
|
4.5
|
|
|
5.2
|
|
||
Total
|
$
|
27.7
|
|
|
$
|
27.7
|
|
(In millions)
|
2017
|
|
2016
|
||||
Variable Rate Demand Revenue Bonds, principal due October 1, 2018, interest payable monthly, bearing an interest rate of 1.82% at December 31, 2017 and 0.87% December 31, 2016
|
$
|
11.4
|
|
|
$
|
11.4
|
|
Variable Rate Demand Revenue Bonds, principal due August 1, 2017, interest payable monthly, bearing an interest rate of 0.87% at December 31, 2016
|
—
|
|
|
8.6
|
|
||
Former Ciner Wyoming Credit Facility, unsecured principal expiring on July 18, 2018, variable interest rate as a weighted average rate of 2.36% at December 31, 2016
|
—
|
|
|
78.0
|
|
||
Ciner Wyoming Credit Facility, unsecured principal expiring on August 1, 2022, variable interest rate as a weighted average rate of 3.08% at December 31, 2017
|
138.0
|
|
|
—
|
|
||
Total Debt
|
149.4
|
|
|
$
|
98.0
|
|
|
Current portion of long-term debt
|
11.4
|
|
|
8.6
|
|
||
Total long-term debt
|
$
|
138.0
|
|
|
$
|
89.4
|
|
|
Amount
|
||
2018
|
$
|
11.4
|
|
2019, 2020, 2021
|
—
|
|
|
2022
|
138.0
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
149.4
|
|
•
|
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
$0.2 million
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
$0.5 million
and
$2.5 million
, respectively, in any given year.
|
(In millions)
|
2017
|
|
2016
|
||||
Reclamation reserve
|
$
|
5.1
|
|
|
$
|
5.5
|
|
Derivative instruments and hedges, fair value liabilities
|
5.3
|
|
|
3.4
|
|
||
Other
|
$
|
—
|
|
|
$
|
0.1
|
|
Total
|
$
|
10.4
|
|
|
$
|
9.0
|
|
(In millions)
|
2017
|
|
2016
|
||||
Reclamation reserve balance at beginning of year
|
$
|
5.5
|
|
|
$
|
4.5
|
|
Accretion expense
|
0.3
|
|
|
0.2
|
|
||
Reclamation adjustments
(1)
|
$
|
(0.7
|
)
|
|
$
|
0.8
|
|
Reclamation reserve balance at end of year
|
$
|
5.1
|
|
|
$
|
5.5
|
|
|
|
2017
|
|
2016
|
||||||||||
(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
|
39,170
|
|
|
$
|
22.50
|
|
|
—
|
|
|
$
|
—
|
|
Granted
(1)
|
80,370
|
|
|
28.41
|
|
|
39,170
|
|
|
22.50
|
|
||
Vested
|
(13,055
|
)
|
|
22.50
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(11,694
|
)
|
|
24.90
|
|
|
—
|
|
|
—
|
|
||
Unvested at the end of the year
|
94,791
|
|
|
$
|
27.22
|
|
|
39,170
|
|
|
$
|
22.50
|
|
|
|
2017
|
|
2016
|
||||||||||
(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
|
5,787
|
|
|
$
|
43.93
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
22,849
|
|
|
42.73
|
|
|
5,787
|
|
|
43.93
|
|
||
Forfeited
|
(2,459
|
)
|
|
43.47
|
|
|
—
|
|
|
—
|
|
||
Unvested at the end of the year
|
26,177
|
|
|
$
|
42.93
|
|
|
5,787
|
|
|
$
|
43.93
|
|
|
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2016 |
||||||||
|
Unrecognized Compensation Expense
(In millions)
|
|
Weighted Average to be Recognized
(In years)
|
|
Unrecognized Compensation Expense
(In millions)
|
|
Weighted Average to be Recognized
(In years)
|
||||
Time-based units
|
$
|
1.7
|
|
|
2.03
|
|
$
|
0.5
|
|
|
1.60
|
Performance-based units
|
0.8
|
|
|
1.88
|
|
0.2
|
|
|
2.08
|
||
Total
|
$
|
2.5
|
|
|
|
|
$
|
0.7
|
|
|
|
|
|
|
||
|
|
Gains and Losses on Cash Flow Hedges
|
||
|
|
|||
(In millions)
|
|
|||
Balance at January 1, 2015
|
|
$
|
(0.4
|
)
|
Other comprehensive loss before reclassification
|
|
$
|
(2.4
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
|
$
|
0.7
|
|
Net current-period other comprehensive income
|
|
(1.7
|
)
|
|
Balance at December 31, 2015
|
|
$
|
(2.1
|
)
|
Other comprehensive loss before reclassification
|
|
(0.5
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
1.0
|
|
|
Net current-period other comprehensive income
|
|
0.5
|
|
|
Balance at December 31, 2016
|
|
$
|
(1.6
|
)
|
Other comprehensive loss before reclassification
|
|
(2.8
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
0.7
|
|
|
Net current period other comprehensive loss
|
|
(2.1
|
)
|
|
Balance at December 31, 2017
|
|
$
|
(3.7
|
)
|
|
|
|
|
|
|
|
||||||
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Unrealized gain/(loss) on derivatives:
|
|
|
|
|
|
|
||||||
Mark to market adjustment on interest rate swap contracts
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Mark to market adjustment on natural gas forward contracts
|
|
(4.4
|
)
|
|
0.5
|
|
|
(3.4
|
)
|
|||
Income/(loss) on derivative financial instruments
|
|
$
|
(4.0
|
)
|
|
$
|
0.9
|
|
|
$
|
(3.4
|
)
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
|
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
|
|
$
|
0.2
|
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
Interest expense
|
Natural gas forward contracts
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
|
$
|
0.2
|
|
|
Cost of products sold
|
Total reclassifications for the period
|
|
$
|
0.7
|
|
|
$
|
1.0
|
|
|
$
|
0.7
|
|
|
|
(In millions)
|
|
Leased Land
|
|
Track Leases
|
|
Total Minimum Lease Payments
|
||||||
2018
|
|
0.10
|
|
|
0.10
|
|
|
0.20
|
|
|||
2019
|
|
0.10
|
|
|
0.10
|
|
|
0.20
|
|
|||
2020
|
|
0.10
|
|
|
0.10
|
|
|
0.20
|
|
|||
2021
|
|
0.10
|
|
|
—
|
|
|
0.10
|
|
|||
2022
|
|
0.10
|
|
|
—
|
|
|
0.10
|
|
|||
Thereafter
|
|
1.40
|
|
|
—
|
|
|
1.40
|
|
|||
Total
|
|
$
|
1.9
|
|
|
$
|
0.3
|
|
|
$
|
2.2
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
OCI Enterprises
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.1
|
|
Ciner Corp
|
14.5
|
|
|
14.9
|
|
|
5.8
|
|
|||
ANSAC
(1)
|
2.4
|
|
|
3.8
|
|
|
3.8
|
|
|||
Total selling, general and administrative expenses - Affiliates
|
$
|
16.9
|
|
|
$
|
18.7
|
|
|
$
|
15.7
|
|
|
|
As of December 31,
|
||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
Accounts receivable from affiliates
|
|
Due to affiliates
|
||||||||||||
ANSAC
|
57.7
|
|
|
46.5
|
|
|
$
|
1.3
|
|
|
$
|
2.5
|
|
||
CIDT
|
32.9
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
||||
Ciner Resources Corporation
|
7.7
|
|
|
3.9
|
|
|
1.7
|
|
|
1.7
|
|
||||
Ciner Europe
|
—
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
98.3
|
|
|
$
|
61.6
|
|
|
$
|
3.0
|
|
|
$
|
4.2
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Domestic
|
|
$
|
192.8
|
|
|
$
|
192.6
|
|
|
$
|
194.0
|
|
International
|
|
|
|
|
|
|
||||||
ANSAC
|
|
222.2
|
|
|
262.2
|
|
|
261.0
|
|
|||
CIDT
|
|
82.3
|
|
|
9.0
|
|
|
—
|
|
|||
Other
|
|
—
|
|
|
11.4
|
|
|
31.4
|
|
|||
Total international
|
|
304.5
|
|
|
282.6
|
|
|
292.4
|
|
|||
Total net sales
|
|
$
|
497.3
|
|
|
$
|
475.2
|
|
|
$
|
486.4
|
|
|
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
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
(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
|
|
$
|
—
|
|
|
Accrued Expenses
|
|
$
|
0.4
|
|
Natural gas forward contracts - current
|
Other Current Assets
|
|
—
|
|
|
|
|
0.6
|
|
|
Accrued Expenses
|
|
1.9
|
|
|
Accrued Expenses
|
|
—
|
|
||||
Natural gas forward contracts - non-current
|
|
|
—
|
|
|
|
|
—
|
|
|
Other non-current liabilities
|
|
5.3
|
|
|
Other non-current liabilities
|
|
3.4
|
|
||||
Foreign exchange forward contracts
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
|
|
$
|
—
|
|
|
|
|
$
|
0.6
|
|
|
|
|
$
|
7.2
|
|
|
|
|
$
|
3.8
|
|
•
|
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
|
|
51
|
|
Chairman of the Board, President and Chief Executive Officer of our General Partner
|
Scott R. Humphrey
|
|
47
|
|
Chief Financial Officer of our General Partner
|
Nicole C. Daniel
|
|
49
|
|
Vice President, General Counsel and Secretary of our General Partner
|
Chris L. DeBerry
|
|
50
|
|
Chief Accounting Officer of our General Partner
|
Atilla Ciner
|
|
34
|
|
Director of our General Partner
|
Doğan Pençe
|
|
49
|
|
Director of our General Partner
|
Oğuz Erkan
|
|
40
|
|
Director of our General Partner
|
Michael E. Ducey
|
|
69
|
|
Director of our General Partner
|
Thomas W. Jasper
|
|
69
|
|
Director of our General Partner
|
Angela A. Minas
|
|
53
|
|
Director of our General Partner
|
•
|
presiding at executive sessions of the independent directors of the Board;
|
•
|
working with the committee chairs to set agendas and lead the discussion of regular meetings of the directors outside the presence of management;
|
•
|
providing feedback regarding these meetings to the Chairman of the Board; and
|
•
|
otherwise serves as a liaison between the independent directors and the Chairman of the Board.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Unit Awards
($)
(1)
|
Non-Equity Incentive Plan Compensation ($)
(2)
|
All Other Compensation
($)
|
Total
($)
|
Kirk H. Milling,
Chairman of the Board, President and Chief Executive Officer
|
2017
|
422,065
|
—
|
560,127
|
214,454
|
36,062
|
1,232,708
|
2016
|
417,620
|
—
|
612,096
|
36,537
|
24,251
|
1,090,504
|
|
Scott R. Humphrey,
Chief Financial Officer
|
2017
|
220,962
|
—
|
321,679
|
65,478
|
24,545
|
632,664
|
Nicole C. Daniel,
Vice President, General Counsel and Secretary
|
2017
|
266,924
|
—
|
593,123
|
122,064
|
26,175
|
1,008,286
|
2016
|
292,644
|
—
|
260,101
|
21,014
|
16,368
|
590,127
|
|
Performance-Based Unit Awards Granted April 28, 2017
|
||
Name
|
Value at Threshold Level (50%)
|
Value at Target Level (100%)
|
Value at Maximum Level (200%)
|
Kirk H. Milling
|
$168,742
|
$337,484
|
$674,968
|
Scott Humphrey
|
$20,837
|
$41,673
|
$83,346
|
Nicole Daniel
|
$86,755
|
$173,509
|
$347,018
|
|
|
|
|
|
Performance-Based Unit Awards Granted August 4, 2017
|
||
Name
|
Value at Threshold Level (50%)
|
Value at Target Level (100%)
|
Value at Maximum Level (200%)
|
Scott Humphrey
|
$9,799
|
$19,597
|
$39,195
|
(2)
|
The amounts shown in this column reflect awards that were provided under the compensation program of Ciner Corp that were allocated to us, and reimbursable by us, under the Services Agreement.
|
|
Grant Date
|
Number of Units That have not Vested (#)
|
Market Value of Units That have not Vested ($)(1)
|
Equity Incentive Plan Awards: Number of Unearned Units That have not Vested (#)
|
Equity Incentive Plan Awards: Market Value of Unearned Units That have not Vested (2)($)
|
||||
Mr. Milling
|
2/19/2016
|
10,529 (3)
|
$
|
264,383
|
|
|
|
||
|
4/29/2016
|
2,504 (4)
|
$
|
62,875
|
|
|
|
||
|
8/31/2016
|
|
|
3,756 (7)
|
$
|
94,313
|
|
||
|
4/28/2017
|
7,823 (5)
|
$
|
196,436
|
|
7,823 (8)
|
$
|
196,436
|
|
|
|
|
|
|
|
||||
Mr. Humphrey
|
4/28/2017
|
8,687 (5)
|
$
|
218,131
|
|
966 (8)
|
$
|
24,256
|
|
|
8/4/2017
|
506 (6)
|
$
|
12,706
|
|
506 (9)
|
$
|
12,706
|
|
|
|
|
|
|
|
||||
Ms. Daniel
|
2/19/2016
|
5,825 (3)
|
$
|
146,266
|
|
|
|
||
|
4/29/2016
|
674 (4)
|
$
|
16,924
|
|
|
|
||
|
8/31/2016
|
|
|
1,010 (7)
|
$
|
25,361
|
|
||
|
4/28/2017
|
14,744 (5)
|
$
|
370,222
|
|
4,022 (8)
|
$
|
100,992
|
|
Name
|
|
Fees Earned or Paid in Cash
|
|
Unit Awards
|
|
All Other Compensation
|
|
Total
|
||||
|
|
($)(1)
|
|
($)(2)
|
|
($)
|
|
($)
|
||||
Michael E. Ducey
|
|
85,000
|
|
|
74,664
|
|
|
—
|
|
|
159,664
|
|
Thomas W. Jasper
|
|
85,000
|
|
|
74,664
|
|
|
—
|
|
|
159,664
|
|
Angela A. Minas
|
|
90,000
|
|
|
74,664
|
|
|
—
|
|
|
164,664
|
|
(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 (with 2,629 common units); Thomas W. Jasper (with 2,629 common units); and Angela A. Minas (with 2,629 common units).
|
•
|
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
|
|
General Partner’
Units
Beneficially
Owned
|
|
Percentage of
General Partner
Units
Beneficially
Owned
|
||||
Ciner Wyoming Holding Co.
(2)
|
|
14,551,000
|
|
|
74
|
%
|
|
—
|
|
|
—
|
|
Ciner Resource Partners LLC
(2)
|
|
—
|
|
|
—
|
|
|
399,000
|
|
|
100.0
|
%
|
Kirk H. Milling
|
|
47,588
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Scott R. Humphrey
|
|
9,193
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Nicole C. Daniel
|
|
27,914
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Chris L. DeBerry
|
|
7,770
|
|
|
|
|
|
|
|
|||
Michael E. Ducey
|
|
8,617
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Thomas W. Jasper
|
|
5,546
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Angela A. Minas
|
|
20,774
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Dogan Pençe
|
|
—
|
|
|
*
|
|
|
|
|
|
||
Atilla Ciner
|
|
—
|
|
|
*
|
|
|
|
|
|
||
Oğuz Erkan
|
|
—
|
|
|
*
|
|
|
|
|
|
||
All directors and executive officers as a group (10 people)
|
|
127,402
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
(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 14,551,000 common units representing limited partner interests and 100% of the membership interests of our general partner, and our general partner (Ciner Resource Partners LLC) owns 399,000 general partner units representing general 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 and the general partner. The business address of the general partner, Ciner Holdings, Ciner Corp and Ciner Enterprises is Five Concourse Parkway, Suite 2500, Atlanta, Georgia 30328. The business address of Akkan is ªehitmuhtar Cad., 38/1 Taksim, Beyoglu Istanbul, Turkey. The business address of Mr. Ciner is Paşalimanı Caddesi, No:73, 34670 Paşalimanı, Üsküdar, Istanbul, Turkey. The amounts disclosed in this column also include restricted units awarded to our executive officers that are unvested.
|
|
|
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
|
|
—
|
|
|
—
|
|
|
700,688
|
|
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 14,551,000 common 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
|
|
Ciner Corp will receive a management fee in connection with our general partner’s management of us (as described in the section “Reimbursement of General and Administrative Expenses” below), and, prior to making any distribution on our common units, we will reimburse Ciner Enterprises and certain of its affiliates, including Ciner Holdings and Ciner Corp, for all expenses they incur and payments they make on our behalf pursuant to the Services 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.
|
|
|
Year ended December 31,
|
|
Year ended December 31,
|
||||
|
|
2017
|
|
2016
|
||||
Audit fees
(1)
|
|
$
|
683,396
|
|
|
$
|
743,084
|
|
Audit-related fees
(2)
|
|
—
|
|
|
—
|
|
||
Tax fees
(3)
|
|
367,065
|
|
|
515,089
|
|
||
All other fees
(4)
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
1,050,461
|
|
|
$
|
1,258,173
|
|
|
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 are included with this Report and incorporated by reference into this Item.
|
|
Second Amendment to Credit Agreement, First Amendment to Notes and First Amendment to Fee Letter, dated as of May 25, 2016, 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 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 25, 2016).
|
|
|
Ciner Resources Credit Agreement, dated as of August 1, 2017, among Ciner Resources LP, as borrower, PNC Bank, National Association, as administrative agent, swing line lender and an 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 August 1, 2017)
|
|
|
Ciner Wyoming Credit Agreement, dated as of August 1, 2017, among Ciner Wyoming LLC, as borrower, PNC Bank, National Association, as administrative agent, swing line lender and an 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 August 1, 2017)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
Sodium Lease (WYW079420), dated December 1, 2017, between the United States Department of the Interior Bureau of Land Management and Ciner Wyoming, LLC
|
|
|
Sodium Lease (WYW0111730), dated December 1, 2017, between the United States Department of the Interior Bureau of Land Management and Ciner Wyoming, LLC
|
|
|
Sodium Lease (WYW0111731), dated December 1, 2017, between the United States Department of the Interior Bureau of Land Management and Ciner Wyoming, LLC
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
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)
|
|
|
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)
|
|
|
Amendment No. 1 to Limited Liability Company Agreement of Ciner Wyoming LLC (formerly known as OCI Wyoming LLC) dated as of November 5, 2015 (incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 11, 2016)
|
|
|
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)
|
|
|
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)
|
|
|
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
|
|
Consent of Deloitte & Touche LLP, dated March 9, 2018
|
|
|
Consent of Hollberg Professional Group, PC, dated March 9, 2018
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
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 9, 2018
|
Kirk H. Milling
|
|
|
|
|
|
|
|
|
|
/s/ Scott R. Humphrey
|
|
Chief Financial Officer of Ciner Resource Partners LLC, our General Partner
(Principal Financial Officer)
|
|
March 9, 2018
|
Scott R. Humphrey
|
|
|
|
|
|
|
|
|
|
/s/ Chris L. DeBerry
|
|
Chief Accounting Officer of Ciner Resource Partners LLC, our General Partner
(Principal Accounting Officer) |
|
March 9, 2018
|
Chris L. DeBerry
|
|
|
|
|
|
|
|
|
|
/s/ Atilla Ciner
|
|
(Director of Ciner Resource Partners LLC, our General Partner)
|
|
March 9, 2018
|
Atilla Ciner
|
|
|
|
|
|
|
|
|
|
/s/ Dogan Pençe
|
|
(Director of Ciner Resource Partners LLC, our General Partner)
|
|
March 9, 2018
|
Dogan Pençe
|
|
|
|
|
|
|
|
|
|
/s/ Oğuz Erkan
|
|
(Director of Ciner Resource Partners LLC, our General Partner)
|
|
March 9, 2018
|
Oğuz Erkan
|
|
|
|
|
|
|
|
|
|
/s/ Michael E. Ducey
|
|
(Director of Ciner Resource Partners LLC, our General Partner)
|
|
March 9, 2018
|
Michael E. Ducey
|
|
|
|
|
|
|
|
|
|
/s/ Thomas W. Jasper
|
|
(Director of Ciner Resource Partners LLC, our General Partner)
|
|
March 9, 2018
|
Thomas W. Jasper
|
|
|
|
|
|
|
|
|
|
/s/ Angela A. Minas
|
|
(Director of Ciner Resource Partners LLC, our General Partner)
|
|
March 9, 2018
|
Angela A. Minas
|
|
|
|
|
Company
|
|
Jurisdiction of Organization
|
|
Ciner Wyoming LLC
|
|
Delaware
|
|
||
|
|
|
/s/ Kurt Hollberg
|
|
|
Hollberg Professional Group, PC
Englewood, Colorado
|
|
|
March 9, 2018
|
|
|
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 9, 2018
|
/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 9, 2018
|
/s/ Scott R. Humphrey
|
|
|
Scott R. Humphrey
Chief Financial Officer of Ciner Resource Partners LLC,
the registrant’s General Partner
(Principal Financial 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 9, 2018
|
/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 9, 2018
|
/s/ Scott R. Humphrey
|
|
|
Scott R. Humphrey
Chief Financial Officer of Ciner Resource Partners LLC,
the registrant’s General Partner
(Principal Financial 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 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
|
37
|
2
|
—
|
|
—
|
|
—
|
|
$
|
45,632
|
|
—
|
|
no
|
no
|
1
|
|
—
|
|
—
|
|
(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, regardless of whether such proposed assessments are being contested or were dismissed or reduced prior to the date of filing the periodic report.
|
(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, 2017.
|
(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.
|