(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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¨
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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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Trading Symbol(s)
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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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CINR
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New York Stock Exchange
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Large accelerated filer ¨
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Accelerated filer þ
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Non-accelerated filer ¨
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Smaller reporting company ¨
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Emerging growth company ¨
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Year Ended December 31,
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2019
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2018
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2017
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2016
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2015
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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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4,157.0
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4,018.3
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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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Ore to ash ratio(1)
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1.51: 1.0
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1.54: 1.0
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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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Ore grade(2)
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86.6
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%
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85.8
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%
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88.4
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%
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87.5
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%
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85.8
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%
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Soda ash volume produced
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2,752.0
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2,613.4
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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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Soda ash volume sold
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2,759.1
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2,613.2
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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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(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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(2)
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Ore grade is the percentage of raw trona ore that is recoverable as soda ash free of impurities. A higher ore grade will produce more soda ash than a lower ore grade.
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Location of our mining beds and high purity trona. Our mining beds are located 800 to 1,100 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 the trona and roof bolt simultaneously on our continuous miner equipment. 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 80% 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”). 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. At our current utilization rates we will deplete our DECA supply in 2023. Please read “Risk Factor-Risks Inherent in Our Business and Industry-Our deca stockpiles will substantially deplete by 2023
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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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The majority of the remainder is comprised of 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,
2019
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Total
Approximate
Acreage as of
December 31,
2019
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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 RSRC
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1
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12,439 acres
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2061
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License will renew so long as we continuously conduct operations to mine and remove sodium minerals from the licensed premises in commercial quantities.
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1961
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8% of net sales
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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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2027-2028
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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(1)
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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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2029
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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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Renewals are typically for ten-year periods.
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•
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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, excluding depreciation, depletion and amortization expense per short ton will remain consistent with our cost of products sold for the three years ended December 31, 2019, which was approximately $80 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, 2019, which was approximately $183 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 10 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 2019 levels until we begin two-seam mining, at which time mining costs for the two-seam mining tonnage could increase by as much as 50%;
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our processing costs will remain consistent with 2019 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 RSRC
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51.6
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85.9
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%
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51.6
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85.8
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%
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103.2
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56.2
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Leases with the U.S. Government
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42.1
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86.2
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%
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44.0
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85.7
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%
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86.1
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46.9
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Leases with the State of Wyoming
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5.6
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86.8
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%
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16.9
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86.1
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%
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22.6
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12.4
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Total(5)
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99.3
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86.0
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%
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112.5
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85.8
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%
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211.9
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115.5
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(1)
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For purposes of these estimates, the in-seam 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 85.9%. 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, 2019, which was approximately $183 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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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 markets we or our customers serve, including any changes in trade barriers;
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our relationships with our customers, including changes to such relationships as a result of Ciner Corp’s expected termination as a member of ANSAC as of the ANSAC termination date, and our or our sales agent’s ability to renew contracts on favorable terms to us;
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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 and timing of capital expenditures we make, including the amount and timing of increased capital expenditures with respect to the new Green River Expansion Project at our facility to increase its soda ash production levels;
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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, including gas leaks;
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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 and potential arrangements between Ciner Corp and Ciner Wyoming after the ANSAC termination date regarding Ciner Corp’s ability to market our soda ash directly into international markets that are currently being served by ANSAC;
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our joint venture partner may propose changes to our capital expenditure programs;
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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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the federal Clean Air Act and analogous state laws that impose obligations related to air emissions;
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the 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 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 or other types of financial assurances;
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continued increases in the amount of required financial assurance;
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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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all of the officers and five of the directors of our general partner are also officers and/or directors of Ciner Corp, a subsidiary of Ciner Enterprises, or other affiliates of Ciner Enterprises (such entities, excluding our general partner, us and Ciner Wyoming (“other Ciner Group affiliates”)) and will owe fiduciary duties to such other Ciner Group affiliates. The officers of our general partner will devote some or a significant amount of their time to the business of such other Ciner Group affiliates and will be compensated by such other Ciner Group affiliates 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 current members, and certain officers of our general partner currently and periodically serve as board members of ANSAC;
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Ciner Enterprises and its affiliates are not limited in their ability to compete with us and may directly or indirectly compete with us for acquisition opportunities and customers. For example, we face competition from Ciner Group’s trona-based soda ash production in Turkey and prospective soda ash production in the U.S. through a new joint venture
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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 generally determines which costs incurred by it and its affiliates are reimbursable by us;
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our partnership agreement does not restrict our general partner from causing us to pay our general partner or its affiliates for any services rendered to us or from entering into additional contractual arrangements with its affiliates on our behalf;
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our general partner intends to limit its liability regarding our contractual and other obligations;
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our general partner may exercise its right to call and purchase our common units if it and its affiliates own more than 80% of the common units;
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our general partner controls the enforcement of obligations that it and its affiliates owe to us, including Ciner Corp’s obligations under the Service Agreement and its commercial agreement with us;
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our general partner decides whether to retain separate counsel, accountants or others to perform services for us;
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our general partner may transfer its incentive distribution rights without unitholder approval; and
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our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our general partner’s incentive distribution rights without the approval of the conflicts committee of the board of directors of our general partner or the unitholders. Any such election may result in lower distributions to the common unitholders in certain situations.
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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 or assign it to one of its affiliates;
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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.
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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);
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comply with applicable law, any of our debt instruments or other agreements; or
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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;
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Marginal Percentage
Interest in
Distributions
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||||
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Total Quarterly
Distribution per Unit
Target Amount
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Unitholders
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|
General Partner
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||
Minimum Quarterly Distribution
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$0.5000
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98.0
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%
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2.0
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%
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First Target Distribution
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above $0.5000 up to $0.5750
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98.0
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%
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2.0
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%
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Second Target Distribution
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above $0.5750 up to $0.6250
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85.0
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%
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15.0
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%
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Third Target Distribution
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above $0.6250 up to $0.7500
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75.0
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%
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25.0
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%
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Thereafter
|
above $0.7500
|
|
50.0
|
%
|
|
50.0
|
%
|
Statement of operations data:
|
|
For the years ended December 31,
|
||||||||||||||||||
($ in millions, except per unit data)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Results of Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
522.8
|
|
|
$
|
486.7
|
|
|
$
|
497.3
|
|
|
$
|
475.2
|
|
|
$
|
486.4
|
|
Cost of products sold including freight costs (excludes depreciation, depletion and amortization expense set forth separately below)
|
|
365.0
|
|
|
355.0
|
|
|
356.7
|
|
|
335.6
|
|
|
332.4
|
|
|||||
Depreciation, depletion and amortization expense
|
|
26.9
|
|
|
28.4
|
|
|
27.1
|
|
|
26.1
|
|
|
23.7
|
|
|||||
Selling, general and administrative expenses
|
|
23.8
|
|
|
24.5
|
|
|
22.4
|
|
|
23.3
|
|
|
20.0
|
|
|||||
Impairment and loss on disposal of assets, net
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
0.3
|
|
|
0.2
|
|
|||||
Litigation settlement
|
|
—
|
|
|
(27.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
|
107.1
|
|
|
106.3
|
|
|
89.5
|
|
|
89.9
|
|
|
110.1
|
|
|||||
Total interest and other expense, net
|
|
(5.5
|
)
|
|
(3.3
|
)
|
|
(3.1
|
)
|
|
(3.6
|
)
|
|
(3.9
|
)
|
|||||
Net income
|
|
$
|
101.6
|
|
|
$
|
103.0
|
|
|
$
|
86.4
|
|
|
$
|
86.3
|
|
|
$
|
106.2
|
|
Net income attributable to non-controlling interest
|
|
52.0
|
|
|
53.1
|
|
|
44.8
|
|
|
44.9
|
|
|
54.7
|
|
|||||
Net income attributable to Ciner Resources LP
|
|
$
|
49.6
|
|
|
$
|
49.9
|
|
|
$
|
41.6
|
|
|
$
|
41.4
|
|
|
$
|
51.5
|
|
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per limited partner unit (basic)
|
|
$
|
2.46
|
|
|
$
|
2.48
|
|
|
$
|
2.08
|
|
|
$
|
2.08
|
|
|
$
|
2.58
|
|
Net income per limited partner unit (diluted)
|
|
$
|
2.46
|
|
|
$
|
2.48
|
|
|
$
|
2.07
|
|
|
$
|
2.08
|
|
|
$
|
2.58
|
|
Limited partner units outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average limited partner units outstanding (basic)
|
|
19.7
|
|
|
19.7
|
|
|
19.6
|
|
|
19.6
|
|
|
19.6
|
|
|||||
Weighted average limited partner units outstanding (diluted)
|
|
19.7
|
|
|
19.7
|
|
|
19.7
|
|
|
19.6
|
|
|
19.6
|
|
|||||
Cash distribution declared per unit
|
|
$
|
1.36
|
|
|
$
|
2.27
|
|
|
$
|
2.27
|
|
|
$
|
2.27
|
|
|
$
|
2.19
|
|
Adjusted EBITDA (1)
|
|
$
|
135.4
|
|
|
$
|
136.5
|
|
|
$
|
120.1
|
|
|
$
|
116.5
|
|
|
$
|
133.9
|
|
Distributable cash flow attributable to Ciner Resources LP
|
|
$
|
54.9
|
|
|
$
|
58.4
|
|
|
$
|
52.0
|
|
|
$
|
50.4
|
|
|
$
|
56.8
|
|
Distribution coverage ratio
|
|
2.00
|
|
|
1.28
|
|
|
1.14
|
|
|
1.10
|
|
|
1.27
|
|
|
(1)
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data (at period end):
|
|
As of December 31,
|
||||||||||||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Total assets
|
|
$
|
494.3
|
|
|
$
|
434.6
|
|
|
$
|
453.2
|
|
|
$
|
413.1
|
|
|
$
|
423.2
|
|
Long-term debt
|
|
129.5
|
|
|
99.0
|
|
|
138.0
|
|
|
89.4
|
|
|
110.0
|
|
|||||
Partners’ capital attributable to Ciner Resources LP
|
|
172.7
|
|
|
153.9
|
|
|
148.4
|
|
|
153.3
|
|
|
156.0
|
|
|||||
Non-controlling interests
|
|
127.2
|
|
|
106.2
|
|
|
99.8
|
|
|
105.9
|
|
|
107.2
|
|
|||||
Total equity
|
|
299.9
|
|
|
260.1
|
|
|
248.2
|
|
|
259.2
|
|
|
263.2
|
|
|
|
Years Ended December 31,
|
|||||||
($ in millions; except for operating and other data section)
|
|
2019
|
|
2018
|
|
||||
Net sales
|
|
$
|
522.8
|
|
|
$
|
486.7
|
|
|
Cost of products sold:
|
|
|
|
|
|
||||
Cost of products sold (excludes depreciation, depletion and amortization expense set forth separately below)
|
|
221.4
|
|
|
215.9
|
|
|
||
Depreciation, depletion and amortization expense
|
|
26.9
|
|
|
28.4
|
|
|
||
Freight costs
|
|
143.6
|
|
|
139.1
|
|
|
||
Total cost of products sold
|
|
391.9
|
|
|
383.4
|
|
|
||
Gross profit
|
|
130.9
|
|
|
103.3
|
|
|
||
Operating expenses:
|
|
|
|
|
|
||||
Selling, general and administrative expenses
|
|
23.8
|
|
|
24.5
|
|
|
||
Litigation settlement
|
|
—
|
|
|
(27.5
|
)
|
|
||
Total operating expenses
|
|
23.8
|
|
|
(3.0
|
)
|
|
||
Operating income
|
|
107.1
|
|
|
106.3
|
|
|
||
Other income/(expenses):
|
|
|
|
|
|
||||
Interest income
|
|
0.4
|
|
|
1.9
|
|
|
||
Interest expense
|
|
(5.9
|
)
|
|
(5.1
|
)
|
|
||
Other - net
|
|
—
|
|
|
(0.1
|
)
|
|
||
Total other expense, net
|
|
(5.5
|
)
|
|
(3.3
|
)
|
|
||
Net income
|
|
$
|
101.6
|
|
|
$
|
103.0
|
|
|
Net income attributable to non-controlling interest
|
|
52.0
|
|
|
53.1
|
|
|
||
Net income attributable to Ciner Resources LP
|
|
$
|
49.6
|
|
|
$
|
49.9
|
|
|
|
|
|
|
|
|
||||
Operating and Other Data:
|
|
|
|
|
|
||||
Trona ore consumed (thousands of short tons)
|
|
4,157.0
|
|
|
4,018.3
|
|
|
||
Ore to ash ratio(1)
|
|
1.51: 1.0
|
|
|
1.54: 1.0
|
|
|
||
Ore grade(2)
|
|
86.6
|
%
|
|
85.8
|
%
|
|
||
Soda ash volume produced (thousands of short tons)
|
|
2,751.9
|
|
|
2,613.4
|
|
|
||
Soda ash volume sold (thousands of short tons)
|
|
2,759.1
|
|
|
2,613.2
|
|
|
||
Adjusted EBITDA(3)
|
|
$
|
135.4
|
|
|
$
|
136.5
|
|
|
|
(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)
|
Ore grade is the percentage of raw trona ore that is recoverable as soda ash free of impurities. A higher ore grade will produce more soda ash than a lower ore grade.
|
(3)
|
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)
|
|
2019
|
|
2018
|
|
|
2019 vs 2018
|
|
|||||
Net sales:
|
|
|
|
|
|
|
|
|
|||||
Domestic
|
|
$
|
207.0
|
|
|
$
|
233.4
|
|
|
|
(11.3
|
)%
|
|
International
|
|
315.8
|
|
|
253.3
|
|
|
|
24.7
|
%
|
|
||
Total net sales
|
|
$
|
522.8
|
|
|
$
|
486.7
|
|
|
|
7.4
|
%
|
|
Sales volumes (thousands of short tons):
|
|
|
|
|
|
|
|
|
|||||
Domestic (thousands of short tons)
|
|
874.5
|
|
|
1,057.1
|
|
|
|
(17.3
|
)%
|
|
||
International (thousands of short tons)
|
|
1,884.6
|
|
|
1,556.1
|
|
|
|
21.1
|
%
|
|
||
Total soda ash volume sold (thousands of short tons)
|
|
2,759.1
|
|
|
2,613.2
|
|
|
|
5.6
|
%
|
|
||
Average sales price (per short ton):
|
|
|
|
|
|
|
|
|
|||||
Domestic
|
|
$
|
236.71
|
|
|
$
|
220.79
|
|
|
|
7.2
|
%
|
|
International
|
|
$
|
167.57
|
|
|
$
|
162.78
|
|
|
|
2.9
|
%
|
|
Average
|
|
$
|
189.48
|
|
|
$
|
186.25
|
|
|
|
1.7
|
%
|
|
Percent of net sales:
|
|
|
|
|
|
|
|
|
|||||
Domestic sales
|
|
39.6
|
%
|
|
48.0
|
%
|
|
|
(17.5
|
)%
|
|
||
International sales
|
|
60.4
|
%
|
|
52.0
|
%
|
|
|
16.2
|
%
|
|
||
Total percent of net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||
Percent of sales volumes:
|
|
|
|
|
|
|
|
|
|||||
Domestic volume
|
|
31.7
|
%
|
|
40.5
|
%
|
|
|
(21.7
|
)%
|
|
||
International volume
|
|
68.3
|
%
|
|
59.5
|
%
|
|
|
14.8
|
%
|
|
||
Total percent of volume sold
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Percent Increase/(Decrease)
|
|||||||||
($ in millions)
|
2019
|
|
2018
|
|
|
2019 vs 2018
|
|
|||||
Cash provided by (used in):
|
|
|
|
|
|
|
|
|||||
Operating activities
|
$
|
103.8
|
|
|
$
|
162.2
|
|
|
|
(36.0
|
)%
|
|
Investing activities
|
$
|
(65.4
|
)
|
|
$
|
(39.4
|
)
|
|
|
66.0
|
%
|
|
Financing activities
|
$
|
(33.7
|
)
|
|
$
|
(142.8
|
)
|
|
|
(76.4
|
)%
|
|
($ in millions)
|
As of and for the quarter ended
|
|
As of and for the year ended
|
|
As of and for the year ended
|
|
||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
||||||||
Short-term borrowings from banks:
|
|
|
|
|
|
|
||||||
Outstanding amount at period ending
|
$
|
129.5
|
|
|
$
|
129.5
|
|
|
$
|
99.0
|
|
|
Weighted average interest rate at period ending(1)
|
3.58
|
%
|
|
3.58
|
%
|
|
4.11
|
%
|
|
|||
Average daily amount outstanding for the period
|
$
|
129.8
|
|
|
$
|
137.2
|
|
|
$
|
118.8
|
|
|
Weighted average daily interest rate for the period(1)
|
3.67
|
%
|
|
3.96
|
%
|
|
2.60
|
%
|
|
|||
Maximum month-end amount outstanding during the period
|
$
|
132.0
|
|
|
$
|
163.5
|
|
|
$
|
137.0
|
|
|
|
(1)
|
Weighted average interest rates set forth in the table above include the impacts of our interest rate swap contracts designated as cash flow hedges. As of December 31, 2019, the interest rate swap contracts had an aggregate notional value of $50.0 million.
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129.5
|
|
Purchase obligations (1)
|
22.5
|
|
|
13.9
|
|
|
6.2
|
|
|
4.3
|
|
|
0.9
|
|
|
—
|
|
|
47.8
|
|
|||||||
Interest payments (2)
|
4.2
|
|
|
4.2
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.9
|
|
|||||||
Lease obligations (3)
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
1.2
|
|
|
1.8
|
|
|||||||
Asset retirement obligation (4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145.1
|
|
|
145.1
|
|
|||||||
Total
|
$
|
26.9
|
|
|
$
|
18.2
|
|
|
$
|
138.3
|
|
|
$
|
4.4
|
|
|
$
|
1.0
|
|
|
$
|
146.3
|
|
|
$
|
335.1
|
|
|
•
|
our operating performance as compared to other publicly traded partnerships in our industry, without regard to historical cost basis or, in the case of Adjusted EBITDA, financing methods;
|
($ in millions, except per unit data)
|
Q4 -19
|
|
Q3 -19
|
|
Q2 -19
|
|
Q1 -19
|
|
Q4 -18
|
|
Q3 -18
|
|
Q2 -18
|
|
Q1 -18
|
||||||||||||||||
Net sales
|
$
|
125.4
|
|
|
$
|
137.2
|
|
|
$
|
129.8
|
|
|
$
|
130.4
|
|
|
$
|
132.2
|
|
|
$
|
123.4
|
|
|
$
|
109.9
|
|
|
$
|
121.2
|
|
Cost of products sold
|
97.2
|
|
|
100.7
|
|
|
97.5
|
|
|
96.5
|
|
|
96.9
|
|
|
97.3
|
|
|
96.0
|
|
|
93.2
|
|
||||||||
Gross profit
|
28.2
|
|
|
36.5
|
|
|
32.3
|
|
|
33.9
|
|
|
35.3
|
|
|
26.1
|
|
|
13.9
|
|
|
28.0
|
|
||||||||
Operating expenses
|
4.3
|
|
|
5.1
|
|
|
7.0
|
|
|
7.4
|
|
|
5.6
|
|
|
6.1
|
|
|
(21.1
|
)
|
|
6.4
|
|
||||||||
Operating income
|
23.9
|
|
|
31.4
|
|
|
25.3
|
|
|
26.5
|
|
|
29.7
|
|
|
20.0
|
|
|
35.0
|
|
|
21.6
|
|
||||||||
Interest and other expense, net
|
(1.2
|
)
|
|
(1.5
|
)
|
|
(1.5
|
)
|
|
(1.3
|
)
|
|
(1.1
|
)
|
|
(1.0
|
)
|
|
(0.5
|
)
|
|
(0.7
|
)
|
||||||||
Net income
|
22.7
|
|
|
29.9
|
|
|
23.8
|
|
|
25.2
|
|
|
28.6
|
|
|
19.0
|
|
|
34.5
|
|
|
20.9
|
|
||||||||
Net income attributable to non-controlling interest
|
11.5
|
|
|
15.1
|
|
|
12.5
|
|
|
12.9
|
|
|
14.6
|
|
|
10.0
|
|
|
17.7
|
|
|
10.8
|
|
||||||||
Net income attributable to Ciner Resources LP
|
$
|
11.2
|
|
|
$
|
14.8
|
|
|
$
|
11.3
|
|
|
$
|
12.3
|
|
|
$
|
14.0
|
|
|
$
|
9.0
|
|
|
$
|
16.8
|
|
|
$
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating and Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Trona ore consumed (thousands of short tons)
|
1,031.1
|
|
|
1,086.3
|
|
|
1,006.4
|
|
|
1,033.3
|
|
|
1,077.0
|
|
|
1,004.8
|
|
|
899.1
|
|
|
1,059.3
|
|
||||||||
Ore to ash ratio(1)
|
1.50: 1.0
|
|
|
1.53: 1.0
|
|
|
1.49: 1.0
|
|
|
1.52: 1.0
|
|
|
1.52: 1.0
|
|
|
1.53: 1.0
|
|
|
1.55: 1.0
|
|
|
1.55: 1.0
|
|
||||||||
Ore grade(2)
|
86.6
|
%
|
|
86.4
|
%
|
|
86.6
|
%
|
|
86.8
|
%
|
|
85.6
|
%
|
|
85.1
|
%
|
|
86.1
|
%
|
|
86.0
|
%
|
||||||||
Soda ash volume produced (thousands of short tons)
|
687.6
|
|
711.0
|
|
|
674.5
|
|
|
678.8
|
|
|
708.8
|
|
656.5
|
|
579.0
|
|
692.4
|
|||||||||||||
Soda ash volume sold (thousands of short tons)
|
694.6
|
|
709.0
|
|
|
678.5
|
|
|
677.1
|
|
|
704.4
|
|
656.6
|
|
584.6
|
|
706.7
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common - Public and Ciner Holdings (basic)
|
$
|
0.55
|
|
|
$
|
0.74
|
|
|
$
|
0.56
|
|
|
$
|
0.61
|
|
|
$
|
0.70
|
|
|
$
|
0.44
|
|
|
$
|
0.83
|
|
|
$
|
0.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common - Public and Ciner Holdings (diluted)
|
$
|
0.55
|
|
|
$
|
0.73
|
|
|
$
|
0.56
|
|
|
$
|
0.61
|
|
|
$
|
0.70
|
|
|
$
|
0.44
|
|
|
$
|
0.83
|
|
|
$
|
0.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Limited partner units outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average common units outstanding (basic)
|
19.7
|
|
19.7
|
|
|
19.7
|
|
|
19.7
|
|
|
19.7
|
|
19.7
|
|
19.7
|
|
19.6
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average common units outstanding (diluted)
|
19.8
|
|
19.7
|
|
|
19.7
|
|
|
19.7
|
|
|
19.7
|
|
19.7
|
|
19.7
|
|
19.6
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash distribution declared per unit
|
$
|
0.340
|
|
|
$
|
0.340
|
|
|
$
|
0.340
|
|
|
$
|
0.340
|
|
|
$
|
0.567
|
|
|
$
|
0.567
|
|
|
$
|
0.567
|
|
|
$
|
0.567
|
|
|
(1)
|
Ore to ash ratio expresses the number of short tons of trona ore needed to produce one short ton of soda ash and liquor and includes our deca rehydration recovery process.
|
(2)
|
Ore grade is the percentage of raw trona ore that is recoverable as soda ash free of impurities. A higher ore grade will produce more soda ash than a lower ore grade.
|
|
Page Number
|
CINER RESOURCES LP
CONSOLIDATED BALANCE SHEETS
|
|||||||
(In millions)
|
December 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14.9
|
|
|
$
|
10.2
|
|
Accounts receivable-affiliates
|
95.0
|
|
|
70.1
|
|
||
Accounts receivable, net
|
36.0
|
|
|
36.9
|
|
||
Inventory
|
24.2
|
|
|
22.3
|
|
||
Other current assets
|
2.2
|
|
|
2.0
|
|
||
Total current assets
|
172.3
|
|
|
141.5
|
|
||
Property, plant and equipment, net
|
297.7
|
|
|
266.7
|
|
||
Other non-current assets
|
24.3
|
|
|
26.4
|
|
||
Total assets
|
$
|
494.3
|
|
|
$
|
434.6
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
14.2
|
|
|
$
|
17.6
|
|
Due to affiliates
|
3.0
|
|
|
2.6
|
|
||
Accrued expenses
|
39.1
|
|
|
44.4
|
|
||
Total current liabilities
|
56.3
|
|
|
64.6
|
|
||
Long-term debt
|
129.5
|
|
|
99.0
|
|
||
Other non-current liabilities
|
8.6
|
|
|
10.9
|
|
||
Total liabilities
|
194.4
|
|
|
174.5
|
|
||
Commitments and Contingencies (See Note 14)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common unitholders - Public and Ciner Holdings (19.8 and 19.7 units issued and outstanding at December 31, 2019 and 2018)
|
171.4
|
|
|
153.8
|
|
||
General partner unitholders - Ciner Resource Partners LLC (0.4 units issued and outstanding at December 31, 2019 and 2018)
|
4.3
|
|
|
3.9
|
|
||
Accumulated other comprehensive loss
|
(3.0
|
)
|
|
(3.8
|
)
|
||
Partners’ capital attributable to Ciner Resources LP
|
172.7
|
|
|
153.9
|
|
||
Non-controlling interest
|
127.2
|
|
|
106.2
|
|
||
Total equity
|
299.9
|
|
|
260.1
|
|
||
Total liabilities and partners’ equity
|
$
|
494.3
|
|
|
$
|
434.6
|
|
CINER RESOURCES LP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|
||||||||||||
|
|
Years Ended December 31,
|
||||||||||
(In millions, except per unit data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Sales - affiliates
|
|
$
|
315.8
|
|
|
$
|
253.3
|
|
|
$
|
304.5
|
|
Sales - others
|
|
207.0
|
|
|
233.4
|
|
|
192.8
|
|
|||
Total net sales
|
|
522.8
|
|
|
486.7
|
|
|
497.3
|
|
|||
Cost of products sold:
|
|
|
|
|
|
|
||||||
Cost of products sold (excludes depreciation, depletion and amortization expense set forth separately below)
|
|
221.7
|
|
|
215.9
|
|
|
211.0
|
|
|||
Depreciation, depletion and amortization expense
|
|
26.9
|
|
|
28.4
|
|
|
27.1
|
|
|||
Freight costs
|
|
143.3
|
|
|
139.1
|
|
|
145.7
|
|
|||
Total cost of products sold
|
|
391.9
|
|
|
383.4
|
|
|
383.8
|
|
|||
Gross profit
|
|
130.9
|
|
|
103.3
|
|
|
113.5
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses—affiliates
|
|
18.4
|
|
|
17.6
|
|
|
16.9
|
|
|||
Selling, general and administrative expenses—others
|
|
5.4
|
|
|
6.9
|
|
|
5.5
|
|
|||
Impairment and loss on disposal of assets, net
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|||
Litigation settlement
|
|
—
|
|
|
(27.5
|
)
|
|
—
|
|
|||
Total operating expenses
|
|
23.8
|
|
|
(3.0
|
)
|
|
24.0
|
|
|||
Operating income
|
|
107.1
|
|
|
106.3
|
|
|
89.5
|
|
|||
Other income/(expenses):
|
|
|
|
|
|
|
||||||
Interest income
|
|
0.4
|
|
|
1.9
|
|
|
1.7
|
|
|||
Interest expense
|
|
(5.9
|
)
|
|
(5.1
|
)
|
|
(4.6
|
)
|
|||
Other - net
|
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Total other expense, net
|
|
(5.5
|
)
|
|
(3.3
|
)
|
|
(3.1
|
)
|
|||
Net income
|
|
$
|
101.6
|
|
|
$
|
103.0
|
|
|
$
|
86.4
|
|
Net income attributable to non-controlling interest
|
|
52.0
|
|
|
53.1
|
|
|
44.8
|
|
|||
Net income attributable to Ciner Resources LP
|
|
$
|
49.6
|
|
|
$
|
49.9
|
|
|
$
|
41.6
|
|
Other comprehensive income/(loss):
|
|
|
|
|
|
|
||||||
Income (loss) on derivative financial instruments
|
|
1.6
|
|
|
(0.2
|
)
|
|
(4.0
|
)
|
|||
Comprehensive income
|
|
103.2
|
|
|
102.8
|
|
|
82.4
|
|
|||
Comprehensive income attributable to non-controlling interest
|
|
52.7
|
|
|
53.0
|
|
|
42.9
|
|
|||
Comprehensive income attributable to Ciner Resources LP
|
|
$
|
50.5
|
|
|
$
|
49.8
|
|
|
$
|
39.5
|
|
|
|
|
|
|
|
|
||||||
Net income per limited partner unit:
|
|
|
|
|
|
|
||||||
Net income per limited partner unit (basic)
|
|
$
|
2.46
|
|
|
$
|
2.48
|
|
|
$
|
2.08
|
|
Net income per limited partner unit (diluted)
|
|
$
|
2.46
|
|
|
$
|
2.48
|
|
|
$
|
2.07
|
|
Limited partner units outstanding:
|
|
|
|
|
|
|
||||||
Weighted average limited partner units outstanding (basic)
|
|
19.7
|
|
19.7
|
|
19.6
|
||||||
Weighted average limited partner units outstanding (diluted)
|
|
19.7
|
|
19.7
|
|
19.7
|
CINER RESOURCES LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
101.6
|
|
|
$
|
103.0
|
|
|
$
|
86.4
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization expense
|
27.1
|
|
|
28.7
|
|
|
27.5
|
|
|||
Impairment and loss on disposal of assets, net
|
0.6
|
|
|
—
|
|
|
1.6
|
|
|||
Equity-based compensation expense
|
0.8
|
|
|
1.8
|
|
|
1.3
|
|
|||
Other non-cash items
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
(Increase)/decrease in:
|
|
|
|
|
|
||||||
Accounts receivable - net
|
0.9
|
|
|
(2.7
|
)
|
|
0.2
|
|
|||
Accounts receivable - affiliates
|
(24.9
|
)
|
|
28.2
|
|
|
(37.7
|
)
|
|||
Inventory
|
(0.4
|
)
|
|
(3.0
|
)
|
|
0.5
|
|
|||
Other current and other non-current assets
|
0.1
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Increase/(decrease) in:
|
|
|
|
|
|
||||||
Accounts payable
|
(3.1
|
)
|
|
2.4
|
|
|
1.7
|
|
|||
Due to affiliates
|
0.4
|
|
|
(0.4
|
)
|
|
(1.2
|
)
|
|||
Accrued expenses and other liabilities
|
0.4
|
|
|
4.1
|
|
|
(1.1
|
)
|
|||
Net cash provided by operating activities
|
103.8
|
|
|
162.2
|
|
|
79.3
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(65.4
|
)
|
|
(39.4
|
)
|
|
(24.7
|
)
|
|||
Net cash used in investing activities
|
(65.4
|
)
|
|
(39.4
|
)
|
|
(24.7
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings on Ciner Wyoming credit facility
|
102.0
|
|
|
104.0
|
|
|
88.5
|
|
|||
Repayments on Ciner Wyoming credit facility
|
(71.5
|
)
|
|
(143.0
|
)
|
|
(28.5
|
)
|
|||
Repayments on other long-term debt
|
—
|
|
|
(11.4
|
)
|
|
(8.6
|
)
|
|||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||
Common units surrendered for taxes
|
(0.5
|
)
|
|
(0.3
|
)
|
|
—
|
|
|||
Distributions to common unitholders
|
(31.2
|
)
|
|
(44.6
|
)
|
|
(44.5
|
)
|
|||
Distributions to general partner
|
(0.6
|
)
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|||
Distributions to non-controlling interest
|
(31.9
|
)
|
|
(46.6
|
)
|
|
(49.0
|
)
|
|||
Net cash used in financing activities
|
(33.7
|
)
|
|
(142.8
|
)
|
|
(44.1
|
)
|
|||
Net increase/(decrease) in cash and cash equivalents
|
4.7
|
|
|
(20.0
|
)
|
|
10.5
|
|
|||
Cash and cash equivalents at beginning of year
|
10.2
|
|
|
30.2
|
|
|
19.7
|
|
|||
Cash and cash equivalents at end of year
|
$
|
14.9
|
|
|
$
|
10.2
|
|
|
$
|
30.2
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Interest paid during the year
|
$
|
5.5
|
|
|
$
|
5.1
|
|
|
$
|
4.1
|
|
Supplemental disclosure of non-cash investing activities:
|
|
|
|
|
|
||||||
Capital expenditures on account
|
$
|
6.8
|
|
|
$
|
14.0
|
|
|
$
|
1.0
|
|
CINER RESOURCES LP
CONSOLIDATED STATEMENTS OF EQUITY
|
||||||||||||||||||||||||
|
Common Units
|
|
|
General Partner
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Partners’ Capital Attributable to Ciner Resources LP Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||
(In millions)
|
|
|
||||||||||||||||||||||
Balance at January 1, 2017
|
$
|
151.0
|
|
|
|
$
|
3.9
|
|
|
$
|
(1.6
|
)
|
|
$
|
153.3
|
|
|
$
|
105.9
|
|
|
$
|
259.2
|
|
Net income
|
40.8
|
|
|
|
0.8
|
|
|
—
|
|
|
41.6
|
|
|
44.8
|
|
|
86.4
|
|
||||||
Other comprehensive loss
|
—
|
|
|
|
—
|
|
|
(2.1
|
)
|
|
(2.1
|
)
|
|
(1.9
|
)
|
|
(4.0
|
)
|
||||||
Equity-based compensation plan activity
|
1.0
|
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||||
Distributions
|
(44.5
|
)
|
|
|
(0.9
|
)
|
|
—
|
|
|
(45.4
|
)
|
|
(49.0
|
)
|
|
(94.4
|
)
|
||||||
Balance at December 31, 2017
|
$
|
148.3
|
|
|
|
$
|
3.8
|
|
|
$
|
(3.7
|
)
|
|
$
|
148.4
|
|
|
$
|
99.8
|
|
|
$
|
248.2
|
|
Net income
|
48.9
|
|
|
|
1.0
|
|
|
—
|
|
|
49.9
|
|
|
53.1
|
|
|
103.0
|
|
||||||
Other comprehensive loss
|
—
|
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
||||||
Equity-based compensation plan activity
|
1.2
|
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||||
Distributions
|
(44.6
|
)
|
|
|
(0.9
|
)
|
|
—
|
|
|
(45.5
|
)
|
|
(46.6
|
)
|
|
(92.1
|
)
|
||||||
Balance at December 31, 2018
|
$
|
153.8
|
|
|
|
$
|
3.9
|
|
|
$
|
(3.8
|
)
|
|
$
|
153.9
|
|
|
$
|
106.2
|
|
|
$
|
260.1
|
|
Partnership net income
|
48.6
|
|
|
|
1.0
|
|
|
—
|
|
|
49.6
|
|
|
52.0
|
|
|
101.6
|
|
||||||
Other comprehensive income
|
—
|
|
|
|
—
|
|
|
0.8
|
|
|
0.8
|
|
|
0.8
|
|
|
1.6
|
|
||||||
Equity-based compensation plan activity
|
0.3
|
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||||
Distributions
|
(31.3
|
)
|
|
|
(0.6
|
)
|
|
—
|
|
|
(31.9
|
)
|
|
(31.8
|
)
|
|
(63.7
|
)
|
||||||
Balance at December 31, 2019
|
$
|
171.4
|
|
|
|
$
|
4.3
|
|
|
$
|
(3.0
|
)
|
|
$
|
172.7
|
|
|
$
|
127.2
|
|
|
$
|
299.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful Lives
|
Land improvements
|
|
10 years
|
Depletable land
|
|
15-60 years
|
Buildings and building improvements
|
|
10-30 years
|
Computer hardware
|
|
3-5 years
|
Machinery and equipment
|
|
5-20 years
|
Furniture and fixtures
|
|
10 years
|
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per unit data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income attributable to Ciner Resources LP
|
|
$
|
49.6
|
|
|
$
|
49.9
|
|
|
$
|
41.6
|
|
Less: General partner’s interest in net income
|
|
1.0
|
|
|
1.0
|
|
|
0.8
|
|
|||
Limited partners’ interest in net income
|
|
$
|
48.6
|
|
|
$
|
48.9
|
|
|
$
|
40.8
|
|
|
|
|
|
|
|
|
||||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
||||||
Common - Public and Ciner Holdings (basic)
|
|
19.7
|
|
19.7
|
|
19.6
|
||||||
Total weighted average limited partner units outstanding (basic)
|
|
19.7
|
|
19.7
|
|
19.6
|
||||||
|
|
|
|
|
|
|
||||||
Common - Public and Ciner Holdings (diluted)
|
|
19.7
|
|
19.7
|
|
19.7
|
||||||
Total weighted average limited partner units outstanding (diluted)
|
|
19.7
|
|
19.7
|
|
19.7
|
||||||
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Net income per limited partner unit:
|
|
|
|
|
|
|
||||||
Common - Public and Ciner Holdings (basic)
|
|
$
|
2.46
|
|
|
$
|
2.48
|
|
|
$
|
2.08
|
|
Net income per limited partner units (basic)
|
|
$
|
2.46
|
|
|
$
|
2.48
|
|
|
$
|
2.08
|
|
|
|
|
|
|
|
|
||||||
Common - Public and Ciner Holdings (diluted)
|
|
$
|
2.46
|
|
|
$
|
2.48
|
|
|
$
|
2.07
|
|
Net income per limited partner units (diluted)
|
|
$
|
2.46
|
|
|
$
|
2.48
|
|
|
$
|
2.07
|
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per unit data)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income attributable to common unitholders:
|
|
|
|
|
|
||||||
Distributions (1)
|
$
|
26.8
|
|
|
$
|
44.6
|
|
|
$
|
44.5
|
|
(Distributions in excess of net income)/undistributed earnings
|
21.8
|
|
|
4.3
|
|
|
(3.7
|
)
|
|||
Common unitholders’ interest in net income
|
$
|
48.6
|
|
|
$
|
48.9
|
|
|
$
|
40.8
|
|
(1) Distributions declared per unit for the year
|
1.360
|
|
|
2.268
|
|
|
2.268
|
|
|
|
|
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)
|
2019
|
|
2018
|
||||
Trade receivables
|
$
|
30.3
|
|
|
$
|
31.0
|
|
Other receivables
|
5.7
|
|
|
5.9
|
|
||
Total
|
$
|
36.0
|
|
|
$
|
36.9
|
|
(In millions)
|
2019
|
|
2018
|
||||
Raw materials
|
$
|
8.7
|
|
|
$
|
10.9
|
|
Finished goods
|
6.9
|
|
|
5.1
|
|
||
Stores inventory, current
|
8.6
|
|
|
6.3
|
|
||
Total
|
$
|
24.2
|
|
|
$
|
22.3
|
|
(In millions)
|
2019
|
|
2018
|
||||
Land and land improvements
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Depletable land
|
3.0
|
|
|
3.0
|
|
||
Buildings and building improvements
|
137.8
|
|
|
137.1
|
|
||
Computer hardware
|
4.7
|
|
|
4.7
|
|
||
Machinery and equipment
|
672.4
|
|
|
677.7
|
|
||
Mining reserves
|
65.3
|
|
|
65.3
|
|
||
Total
|
883.5
|
|
|
888.1
|
|
||
Less accumulated depreciation, depletion and amortization
|
(676.6
|
)
|
|
(667.7
|
)
|
||
Total net book value
|
206.9
|
|
|
220.4
|
|
||
Construction in progress
|
90.8
|
|
|
46.3
|
|
||
Total property, plant, and equipment, net
|
$
|
297.7
|
|
|
$
|
266.7
|
|
(In millions)
|
2019
|
|
2018
|
||||
Stores inventory, non-current
|
$
|
17.6
|
|
|
$
|
19.4
|
|
Internal-use software, net of accumulated amortization
|
6.1
|
|
|
6.2
|
|
||
Deferred financing costs and other
|
0.6
|
|
|
0.8
|
|
||
Total
|
$
|
24.3
|
|
|
$
|
26.4
|
|
(In millions)
|
2019
|
|
2018
|
||||
Accrued capital expenditures
|
$
|
6.2
|
|
|
$
|
13.0
|
|
Accrued energy costs
|
5.7
|
|
|
6.6
|
|
||
Accrued royalty costs
|
7.1
|
|
|
6.5
|
|
||
Accrued employee compensation & benefits
|
7.1
|
|
|
7.5
|
|
||
Accrued other taxes
|
4.8
|
|
|
4.7
|
|
||
Accrued derivatives
|
3.3
|
|
|
1.9
|
|
||
Other accruals
|
4.9
|
|
|
4.2
|
|
||
Total
|
$
|
39.1
|
|
|
$
|
44.4
|
|
(In millions)
|
2019
|
|
2018
|
||||
Ciner Wyoming Credit Facility, unsecured principal expiring on August 1, 2022, variable interest rate as a weighted average rate of 3.27% and 3.99% at December 31, 2019 and 2018, respectively
|
$
|
129.5
|
|
|
$
|
99.0
|
|
Total long-term debt
|
$
|
129.5
|
|
|
$
|
99.0
|
|
|
Amount
|
||
2020-2021
|
$
|
—
|
|
2022
|
129.5
|
|
|
2023 and thereafter
|
—
|
|
|
Total
|
$
|
129.5
|
|
(In millions)
|
2019
|
|
2018
|
||||
Reclamation reserve
|
$
|
5.7
|
|
|
$
|
5.4
|
|
Derivative instruments and hedges, fair value liabilities
|
2.9
|
|
|
5.5
|
|
||
Total
|
$
|
8.6
|
|
|
$
|
10.9
|
|
(In millions)
|
2019
|
|
2018
|
||||
Reclamation reserve balance at beginning of year
|
$
|
5.4
|
|
|
$
|
5.1
|
|
Accretion expense
|
0.3
|
|
|
0.3
|
|
||
Reclamation reserve balance at end of year
|
$
|
5.7
|
|
|
$
|
5.4
|
|
|
2019
|
|
2018
|
||||||||||
(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
|
71,436
|
|
|
$
|
27.56
|
|
|
94,791
|
|
|
$
|
27.22
|
|
Granted (1)
|
38,402
|
|
|
$
|
16.45
|
|
|
37,914
|
|
|
$
|
26.13
|
|
Vested
|
(32,087
|
)
|
|
$
|
27.85
|
|
|
(42,989
|
)
|
|
$
|
25.73
|
|
Forfeited
|
(22,297
|
)
|
|
$
|
26.00
|
|
|
(18,280
|
)
|
|
$
|
27.12
|
|
Unvested at the end of the year
|
55,454
|
|
|
$
|
20.33
|
|
|
71,436
|
|
|
$
|
27.56
|
|
|
|
2019
|
|
2018
|
||||||||||
(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
|
52,974
|
|
|
$
|
42.22
|
|
|
26,177
|
|
|
$
|
42.93
|
|
Granted
|
—
|
|
|
—
|
|
|
33,994
|
|
|
$
|
41.52
|
|
|
Vested
|
(4,766
|
)
|
|
43.93
|
|
|
—
|
|
|
$
|
—
|
|
|
Forfeited
|
(28,035
|
)
|
|
$
|
42.24
|
|
|
(7,197
|
)
|
|
$
|
41.53
|
|
Unvested at the end of the year
|
20,173
|
|
|
$
|
41.79
|
|
|
52,974
|
|
|
$
|
42.22
|
|
|
|
Year Ended
December 31, 2019 |
|
Year Ended
December 31, 2018 |
|||||||||
(Units in whole numbers)
|
Number of Common Units
|
|
Grant-Date Average Fair Value per Unit(1)
|
|
Number of Common Units
|
|
Grant-Date Average Fair Value per Unit (1)
|
|||||
Unvested at the beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Granted
|
38,402
|
|
|
$
|
16.45
|
|
|
—
|
|
|
—
|
|
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Forfeited
|
(2,494
|
)
|
|
$
|
16.45
|
|
|
—
|
|
|
—
|
|
Unvested at the end of the period
|
35,908
|
|
|
$
|
16.45
|
|
|
—
|
|
|
—
|
|
|
|
Year Ended
December 31, 2019 |
|
Year Ended
December 31, 2018 |
|||||||||
|
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 Restricted Unit Awards
|
$
|
0.7
|
|
|
1.82
|
|
$
|
1.3
|
|
|
1.60
|
|
TR Performance Unit Awards
|
0.2
|
|
|
1.03
|
|
1.2
|
|
|
1.78
|
|
||
2019 Performance Unit Awards
|
0.4
|
|
|
2.09
|
|
—
|
|
|
—
|
|
||
Total
|
$
|
1.3
|
|
|
|
|
$
|
2.5
|
|
|
|
|
|
|
||
|
|
Gains and Losses on Cash Flow Hedges
|
||
|
|
|||
(In millions)
|
|
|||
Balance at January 1, 2017
|
|
$
|
(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
|
)
|
Other comprehensive loss before reclassification
|
|
(0.6
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
0.5
|
|
|
Net current-period other comprehensive loss
|
|
(0.1
|
)
|
|
Balance at December 31, 2018
|
|
$
|
(3.8
|
)
|
Other comprehensive income before reclassification
|
|
0.3
|
|
|
Amounts reclassified from accumulated other comprehensive income
|
|
0.5
|
|
|
Net current period other comprehensive income
|
|
0.8
|
|
|
Balance at December 31, 2019
|
|
$
|
(3.0
|
)
|
|
|
|
|
|
|
|
||||||
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Unrealized gain/(loss) on derivatives:
|
|
|
|
|
|
|
||||||
Mark to market adjustment on interest rate swap contracts
|
|
$
|
(0.5
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
0.4
|
|
Mark to market adjustment on natural gas forward contracts
|
|
2.1
|
|
|
—
|
|
|
(4.4
|
)
|
|||
Income/(loss) on derivative financial instruments
|
|
$
|
1.6
|
|
|
$
|
(0.2
|
)
|
|
$
|
(4.0
|
)
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
|
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
|
|
|
Interest expense
|
Natural gas forward contracts
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
Cost of products sold
|
|||
Total reclassifications for the period
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.7
|
|
|
|
(In millions)
|
|
Leased Land
|
|
Track Leases
|
|
Total Minimum Lease Payments
|
||||||
2020
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
2021
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
2022
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
2023
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
2024
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
Thereafter
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|||
Total
|
|
$
|
1.7
|
|
|
$
|
0.1
|
|
|
$
|
1.8
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Ciner Corp
|
$
|
14.9
|
|
|
$
|
14.6
|
|
|
$
|
14.5
|
|
ANSAC (1)
|
3.5
|
|
|
3.0
|
|
|
2.4
|
|
|||
Total selling, general and administrative expenses - affiliates
|
$
|
18.4
|
|
|
$
|
17.6
|
|
|
$
|
16.9
|
|
|
|
As of December 31,
|
||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Accounts receivable from affiliates
|
|
Due to affiliates
|
||||||||||||
ANSAC
|
$
|
53.8
|
|
|
$
|
48.7
|
|
|
$
|
1.6
|
|
|
$
|
0.7
|
|
CIDT (1)
|
5.5
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
||||
Ciner Corp
|
35.7
|
|
|
14.3
|
|
|
1.4
|
|
|
1.9
|
|
||||
Total
|
$
|
95.0
|
|
|
$
|
70.1
|
|
|
$
|
3.0
|
|
|
$
|
2.6
|
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
|
$
|
207.0
|
|
|
$
|
233.4
|
|
|
$
|
192.8
|
|
International
|
|
|
|
|
|
|
||||||
ANSAC
|
|
$
|
315.8
|
|
|
$
|
253.3
|
|
|
$
|
222.2
|
|
CIDT
|
|
—
|
|
|
—
|
|
|
82.3
|
|
|||
Total international
|
|
$
|
315.8
|
|
|
$
|
253.3
|
|
|
$
|
304.5
|
|
Total net sales
|
|
$
|
522.8
|
|
|
$
|
486.7
|
|
|
$
|
497.3
|
|
|
Level 1-inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.
|
|
|
|
Level 2-inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.
|
|
|
|
Level 3-inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability.
|
|
Assets
|
|
Liabilities
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts - current
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Accrued Expenses
|
|
$
|
0.9
|
|
|
Accrued Expenses
|
|
$
|
0.3
|
|
Natural gas forward contracts - current
|
Other Current Assets
|
|
0.1
|
|
|
|
|
—
|
|
|
Accrued Expenses
|
|
2.4
|
|
|
Accrued Expenses
|
|
1.6
|
|
||||
Natural gas forward contracts - non-current
|
Other non-current assets
|
|
0.2
|
|
|
|
|
—
|
|
|
Other non-current liabilities
|
|
2.9
|
|
|
Other non-current liabilities
|
|
5.5
|
|
||||
Total fair value of derivatives designated as hedging instruments
|
|
|
$
|
0.3
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
6.2
|
|
|
|
|
$
|
7.4
|
|
•
|
When performance obligations are satisfied. Substantially all of our revenue is recognized at a point-in-time when control of goods transfers to the customer.
|
•
|
Transfer of Goods. The Partnership uses standard shipping terms across each customer contract with very few exceptions. Shipments to customers are made with terms stated as Free on Board (“FOB”) Shipping Point. Control typically transfers when goods are delivered to the carrier for shipment, which is the point at which the customer has the ability to direct the use of and obtain substantially all remaining benefits from the asset.
|
•
|
Payment Terms. Our payment terms vary by the type and location of our customers. The term between invoicing and when payment is due is not significant and consistent with typical terms in the industry.
|
•
|
Variable Consideration. We recognize revenue as the amount of consideration that we expect to receive in exchange for transferring promised goods or services to customers. We do not adjust the transaction price for the effects of a significant financing component, as the time period between control transfer of goods and services and expected payment is one year or less. At the time of sale, we estimate provisions for different forms of variable consideration (discounts, rebates, and pricing adjustments) based on historical experience, current conditions and contractual obligations, as applicable. The estimated transaction price is typically not subject to significant reversals. We adjust these estimates when the most likely amount of consideration we expect to receive changes, although these changes are typically immaterial.
|
•
|
Returns, Refunds and Warranties. In the normal course of business, the Partnership does not accept returns, nor does it typically provide customers with the right to a refund.
|
•
|
Freight. In accordance with ASC 606, the Partnership made a policy election to treat freight and related costs that occur after control of the related good transfers to the customer as fulfillment activities instead of separate performance obligations. Therefore, freight is recognized at the point in which control of soda ash has transferred to the customer.
|
|
|
|
|
•
|
Contract Assets. At the point of shipping, the Partnership has an unconditional right to payment that is only dependent on the passage of time. In general, customers are billed and a receivable is recorded as goods are shipped. These billed receivables are reported as “Accounts Receivable, net” on the Consolidated Balance Sheet as of December 31, 2019 and December 31, 2018. There were no contract assets as of December 31, 2019 or December 31, 2018.
|
•
|
Contract Liabilities. There may be situations where customers are required to prepay for freight and insurance prior to shipment. The Partnership has elected the practical expedient for its treatment of freight and therefore, such prepayments are considered a part of the single obligation to provide soda ash. In such instances, a contract liability for prepaid freight will be recorded. For the twelve months ended December 31, 2019, there were no customers that required prepaid freight. There were no contract liabilities as of December 31, 2019 or December 31, 2018.
|
•
|
Incremental costs of obtaining contracts. We generally expense costs related to sales, including sales force salaries and marketing expenses, when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses.
|
•
|
Unsatisfied performance obligations. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
|
•
|
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
|
Oğuz Erkan
|
|
42
|
|
Chairman of the Board, President and Chief Executive Officer of our General Partner
|
Christopher L. DeBerry
|
|
52
|
|
Principal Financial Officer and Chief Accounting Officer of our General Partner
|
Eduard Freydel
|
|
35
|
|
Vice President, Finance of our General Partner
|
Marla E. Nicholson
|
|
38
|
|
Vice President, General Counsel and Secretary of our General Partner
|
Raymond Katekovich(1)
|
|
46
|
|
Vice President, Commercial and Corporate Strategy of our General Partner
|
Atilla Ciner
|
|
36
|
|
Director of our General Partner
|
Gürsel Usta
|
|
59
|
|
Director of our General Partner
|
Ahmet Tohma
|
|
39
|
|
Director of our General Partner
|
Matthew H. Mead(2)
|
|
57
|
|
Director of our General Partner
|
Michael E. Ducey
|
|
71
|
|
Director of our General Partner
|
Thomas W. Jasper
|
|
71
|
|
Director of our General Partner
|
Alec G. Dreyer
|
|
61
|
|
Director of our General Partner
|
(1)
|
Raymond Katekovich was appointed as Vice President, Commercial and Corporate Strategy of our general partner effective as of February 28, 2020
|
(2)
|
Matthew H. Mead was appointed to the board of our general partner effective January 1, 2020.
|
•
|
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.
|
•
|
Oğuz Erkan, Chairman of the Board, President and Chief Executive Officer
|
•
|
Christopher L. DeBerry, Chief Accounting Officer
|
•
|
Eduard Freydel, Vice President, Finance
|
•
|
Marla Nicholson, Vice President, General Counsel and Secretary
|
•
|
Kirk H. Milling, Former Chairman of the Board, President and Chief Executive Officer
|
•
|
Nicole C. Daniel, Former Vice President, General Counsel and Secretary
|
•
|
to motivate and retain our general partner’s key executives;
|
•
|
to align the long-term economic interests of our general partner’s executives with those of our unitholders; and
|
•
|
to reward excellence and performance by our general partner’s executives that increase the value of our units.
|
Named Executive Officer
|
|
2019 Total Base Salary Allocable to Us
(%)
|
Oğuz Erkan
|
|
68%
|
Christopher L. DeBerry
|
|
78%
|
Eduard Freydel
|
|
100%
|
Marla Nicholson
|
|
100%
|
Kirk H. Milling (1)
|
|
96%
|
Nicole C. Daniel (2)
|
|
94%
|
Named Executive Officer
|
|
2019 Target Bonus as a Percent of Base Salary
|
Oğuz Erkan(1)
|
|
55%
|
Christopher L. DeBerry
|
|
30%
|
Eduard Freydel
|
|
30%
|
Marla Nicholson(2)
|
|
50%
|
Kirk H. Milling (3)
|
|
55%
|
Nicole C. Daniel (4)
|
|
45%
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus ($)(1)
|
Unit Awards ($)(2)
|
Non-Equity Incentive Plan Compensation ($)(3)
|
Change in Pension Value(4)
|
All Other Compensation ($)(5)
|
Total
($)
|
Oðuz Erkan,
Chairman of the Board,
President and Chief
Executive Officer (6)
|
2019
|
$277,161
|
$—
|
$324,098
|
$92,520
|
$—
|
$19,398
|
$713,177
|
Christopher L. DeBerry,
Chief Accounting Officer(7)
|
2019
|
$184,751
|
$—
|
$126,402
|
$79,547
|
$—
|
$9,485
|
$400,185
|
2018
|
$175,839
|
$3,849
|
$85,691
|
$59,891
|
$—
|
$15,065
|
$340,335
|
|
Eduard Freydel,
Vice President,
Finance (8)
|
2019
|
$234,268
|
$—
|
$131,436
|
$81,942
|
$—
|
$22,624
|
$470,270
|
Marla Nicholson,
Vice President,
General Counsel
and Secretary (9)
|
2019
|
$188,031
|
$—
|
$45,665
|
$79,542
|
$—
|
$16,437
|
$329,675
|
Kirk H. Milling,
Former Named
Executive Officer (10)
|
2019
|
$264,725
|
$—
|
$—
|
$—
|
$1,372,995 (11)
|
$1,010,868
|
$2,648,588
|
2018
|
$360,843
|
$29,764
|
$579,161
|
$276,844
|
____
|
$17,932
|
$1,264,544
|
|
2017
|
$422,065
|
$35,172
|
$560,127
|
$175,030
|
$543,852
|
$36,062
|
$1,772,308
|
|
Nicole C. Daniel,
Former Named
Executive Officer (12)
|
2019
|
$222,580
|
$—
|
$—
|
$—
|
$—
|
$25,986
|
$248,566
|
2018
|
$211,762
|
$13,546
|
$327,087
|
$127,419
|
$—
|
$20,090
|
$699,904
|
|
2017
|
$266,924
|
$18,907
|
$593,123
|
$86,481
|
$—
|
$26,175
|
$991,610
|
|
|
|
|
Estimated Possible Payouts under Non-Equity Incentive Plan Awards (1)
|
|
Estimated Possible Payouts under Equity Incentive Plan Awards (2)
|
|
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Name
|
|
Grant date
|
|
Threshold
($) |
|
Target
($) |
|
Maximum
($) |
|
Threshold
(#) |
|
Target
(#) |
|
Maximum
(#) |
|
All Other Unit Awards:
Number of Units (#)(3) |
|
Grant Date Fair Value of Unit Awards
($)(4) |
|||||||||||||
Oğuz Erkan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Short-Term Bonus
|
|
—
|
|
|
$
|
22,487
|
|
|
$
|
89,947
|
|
|
$
|
179,894
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted Units
|
|
9/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,851
|
|
|
$
|
162,049
|
|
|||
Performance Units
|
|
9/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,926
|
|
|
9,851
|
|
|
19,702
|
|
|
9,851
|
|
|
$
|
162,049
|
|
|||
Christopher L. DeBerry
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Short-Term Bonus
|
|
—
|
|
|
$
|
15,461
|
|
|
$
|
61,844
|
|
|
$
|
123,689
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted Units
|
|
9/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,842
|
|
|
$
|
63,201
|
|
|||
Performance Units
|
|
9/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,921
|
|
|
3,842
|
|
|
7,684
|
|
|
3,842
|
|
|
$
|
63,201
|
|
|||
Eduard Freydel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Short-Term Bonus
|
|
—
|
|
|
$
|
18,960
|
|
|
$
|
75,841
|
|
|
$
|
151,682
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted Units
|
|
9/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,995
|
|
|
$
|
65,718
|
|
|||
Performance Units
|
|
9/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,998
|
|
|
3,995
|
|
|
7,990
|
|
|
3,995
|
|
|
$
|
65,718
|
|
|||
Marla Nicholson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Short-Term Bonus
|
|
—
|
|
|
$
|
18,934
|
|
|
$
|
75,735
|
|
|
$
|
151,470
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted Units
|
|
9/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,388
|
|
|
$
|
22,833
|
|
|||
Performance Units
|
|
9/23/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
694
|
|
|
1,388
|
|
|
2,776
|
|
|
—
|
|
|
$
|
22,833
|
|
Name
|
|
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)
|
Oğuz Erkan
|
|
9/23/2019
|
|
9,851(3)
|
|
$174,264
|
|
9,851(6)
|
|
$186,548
|
Christopher L. DeBerry
|
|
4/28/2017
|
|
2,590(4)
|
|
$59,327
|
|
864(7)
|
|
$20,281
|
|
|
4/26/2018
|
|
846(5)
|
|
$17,460
|
|
1,268(8)
|
|
$26,888
|
|
|
9/23/2019
|
|
3,842(3)
|
|
$67,965
|
|
3,842(6)
|
|
$72,756
|
Eduard Freydel
|
|
4/28/2017
|
|
2,661(4)
|
|
$60,953
|
|
887(7)
|
|
$20,821
|
|
|
4/26/2018
|
|
805(5)
|
|
$16,614
|
|
1,207(8)
|
|
$25,594
|
|
|
9/23/2019
|
|
3,995(3)
|
|
$70,672
|
|
3,995(6)
|
|
$75,653
|
Marla Nicholson (9)
|
|
9/23/2019
|
|
1,388(3)
|
|
$24,554
|
|
1,388(6)
|
|
$26,285
|
Kirk H. Milling (10)
|
|
4/28/2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4/26/2018
|
|
—
|
|
—
|
|
—
|
|
—
|
Nicole C. Daniel (11)
|
|
4/28/2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4/26/2018
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Ciner Resources LP Unit Awards
|
|||||
Name
|
|
Number of Units Acquired on Vesting
|
|
Value Realized on Vesting(1)
|
|||
Mr. DeBerry
|
|
3,012
|
|
$87,282
|
|||
Mr. Freydel
|
|
3,062
|
|
$88,793
|
|||
Mr. Milling
|
|
13,811
|
|
$398,634
|
|||
Ms. Daniel
|
|
8,773
|
|
$253,491
|
|||
Mr. Erkan(2)
|
|
—
|
|
—
|
|||
Ms. Nicholson(3)
|
|
—
|
|
—
|
Name
|
|
Plan Name
|
|
Number of Years Credited
Service (#)(1)
|
|
|
Present Value of Accumulated
Benefit($)
|
|
Payments During Last Fiscal Year($)
|
|
|
Mr. Erkan
|
|
None
|
|
n/a
|
|
|
n/a
|
|
n/a
|
|
|
Mr. DeBerry
|
|
None
|
|
n/a
|
|
|
n/a
|
|
n/a
|
|
|
Mr. Freydel
|
|
None
|
|
n/a
|
|
|
n/a
|
|
n/a
|
|
|
Ms. Nicholson
|
|
None
|
|
n/a
|
|
|
n/a
|
|
n/a
|
|
|
Mr. Milling
|
|
Ciner Pension Plan
|
|
20.25
|
|
|
$822,911
|
|
—
|
|
|
|
|
Ciner Benefit Equalization Plan
|
|
20.25
|
|
|
$3,474,474
|
|
—
|
|
|
Ms. Daniel
|
|
None
|
|
n/a
|
|
|
n/a
|
|
n/a
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2019
|
|
|
|
|
|
|
||||
Name
|
Beginning Balance
|
Executive Contribution
|
|
Registrant Contribution
|
|
Aggregate Earnings
|
|
Aggregate Withdrawals/ Distributions ($)
|
|
Aggregate Balance as of December 31, 2019 ($)
|
|||||
Oğuz Erkan
|
$4,903
|
—
|
|
$2,190
|
|
$142
|
|
—
|
|
$7,235
|
|||||
Christopher L. DeBerry
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|||||
Eduard Freydel
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|||||
Marla Nicholson
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|||||
Kirk H. Milling(1)
|
$15,737
|
—
|
|
—
|
|
$212
|
|
$15,949
|
|
—
|
|||||
Nicole C. Daniel(2)
|
$47,914
|
$15,493
|
|
$6,344
|
|
$6,500
|
|
$76,251
|
|
—
|
Name
|
|
Benefit
|
|
Termination Due to Death or Disability ($)(1)
|
|
Termination for Any Other Reason ($)
|
|
Change of Control with or without Continued Employment ($)(1)
|
Oğuz Erkan
|
|
Plan Common Unit Vesting
|
|
$174,264
|
|
—
|
|
$360,813
|
|
|
Cash LTIP
|
|
—
|
|
—
|
|
—
|
|
|
Short-Term Bonus
|
|
—
|
|
—
|
|
$92,520
|
Christopher L. DeBerry
|
|
Plan Common Unit Vesting
|
|
$163,838
|
|
—
|
|
$257,683
|
|
|
Cash LTIP
|
|
—
|
|
—
|
|
—
|
|
|
Short-Term Bonus
|
|
—
|
|
—
|
|
$63,613
|
Eduard Freydel
|
|
Plan Common Unit Vesting
|
|
$167,269
|
|
—
|
|
$263,434
|
|
|
Cash LTIP
|
|
—
|
|
—
|
|
—
|
|
|
Short-Term Bonus
|
|
—
|
|
—
|
|
$78,010
|
Marla Nicholson
|
|
Plan Common Unit Vesting
|
|
$24,554
|
|
—
|
|
$50,838
|
|
|
Cash LTIP
|
|
—
|
|
—
|
|
—
|
|
|
Short-Term Bonus
|
|
—
|
|
—
|
|
$75,755
|
Name
|
|
Fees Earned or Paid in Cash
|
|
Unit Awards
|
|
All Other Compensation
|
|
Total
|
||||
|
|
($)(1)
|
|
($)(2)
|
|
($)
|
|
($)
|
||||
Michael E. Ducey
|
|
$85,000
|
|
|
$74,071
|
|
|
$—
|
|
$159,071
|
||
Thomas W. Jasper
|
|
$100,000
|
|
|
$74,071
|
|
|
$—
|
|
$174,071
|
||
Alec G. Dreyer
|
|
$75,000
|
|
|
$74,071
|
|
|
$—
|
|
$149,071
|
•
|
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
|
%
|
Oğuz Erkan
|
|
9,851
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Christopher L. DeBerry
|
|
10,900
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Eduard Freydel
|
|
11,467
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Marla Nicholson
|
|
1,388
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Michael E. Ducey
|
|
19,436
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Thomas W. Jasper
|
|
12,180
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Alec G. Dreyer
|
|
4,371
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Atilla Ciner
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Matthew H. Mead
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Ahmet Tohma
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
Gürsel Usta
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
All directors and executive officers as a group (11 people)
|
|
69,593
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
(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 of KEW Soda, which owns all of the ownership interests of WE Soda, which owns all of the ownership interests of 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, KEW Soda, WE Soda 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 each of WE Soda and KEW Soda is 23 College Hill, London, United Kingdom, EC4R 2RP. 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 ehitmuhtar 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
|
|
—
|
|
|
—
|
|
|
688,954
|
|
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,
|
||||
|
|
2019
|
|
2018
|
||||
Audit fees (1)
|
|
$
|
1,042,957
|
|
|
$
|
1,263,088
|
|
Audit-related fees (2)
|
|
—
|
|
|
—
|
|
||
Tax fees (3)
|
|
521,054
|
|
|
422,249
|
|
||
All other fees (4)
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
1,564,011
|
|
|
$
|
1,658,337
|
|
|
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.
|
|
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 (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 9, 2018)
|
|
|
Sodium Lease (WYW0111730), dated December 1, 2017, between the United States Department of the Interior Bureau of Land Management and Ciner Wyoming, LLC (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 9, 2018)
|
|
|
Sodium Lease (WYW0111731), dated December 1, 2017, between the United States Department of the Interior Bureau of Land Management and Ciner Wyoming, LLC (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 9, 2018)
|
|
|
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 RSRC 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)
|
|
|
Amendment - 1961 License Agreement, dated as of June 28, 2018, between RSRC Royalty Company LLC and Ciner Wyoming LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 3, 2018)
|
|
|
Sodium Lease (WYW079420), dated January 1, 2015, between the United States Department of the Interior Bureau of Land Management and Ciner Wyoming, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 15, 2014)
|
|
|
Contribution, Assignment and Assumption Agreement dated as of September 18, 2013 by and among OCI Wyoming Co., Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC), Ciner Resources LP (formerly known as OCI Resources LP), Ciner Wyoming Holding Co. (formerly known as OCI Wyoming Holding Co.) and Ciner Resources Corporation (formerly known as OCI Chemical Corporation) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 18, 2013)
|
|
10.16++
|
|
Amendment No. 1 to Ciner Resource Partners LLC 2013 Long-Term Incentive Plan
|
|
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 with the SEC 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 with the SEC on August 6, 2014)
|
|
10.21++
|
|
Form of Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC) 2019 Performance Unit Award (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 24, 2019)
|
|
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)
|
|
10.27++
|
|
Separation and Release Agreement, dated July 3, 2019, by and between Kirk H. Milling and Ciner Resources Corporation (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2019)
|
|
First Amendment to Credit Agreement, dated as of February 28, 2020, among Ciner Wyoming LLC, as borrower, PNC, as administrative agent, swing line lender and L/C issuer, and the Company 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 March 2, 2020)
|
|
|
First Amendment to Credit Agreement, dated as of February 28, 2020, among Ciner Resources LP, as borrower, PNC, as administrative agent, swing line lender and L/C issuer, and the Partnership 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 March 2, 2020)
|
|
|
Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-42571, dated August 2, 2019, between the State of Wyoming and Ciner Wyoming LLC
|
|
|
Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-42570, dated August 2, 2019, between the State of Wyoming and Ciner Wyoming LLC
|
|
|
Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-25779, dated September 2, 2019, between the State of Wyoming and Ciner Wyoming LLC
|
|
|
Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-26012, dated November 2, 2019, between the State of Wyoming and Ciner Wyoming LLC
|
|
|
Sodium/Trona and Associated Mineral Salts Mining Lease No. 0-25971, dated November 2, 2019, between the State of Wyoming and Ciner Wyoming LLC
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List of Subsidiaries of Registrant
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Consent of Deloitte & Touche LLP, dated March 9, 2020
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Consent of Hollberg Professional Group, PC, dated March 9, 2020
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Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Principal Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Principal Financial Officer Certification Pursuant to Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Mine Safety Disclosures
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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By:
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Ciner Resource Partners LLC, its General Partner
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By:
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/s/ Oğuz Erkan
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Oğuz Erkan
President, Chief Executive Officer and Chairman of the Board of Directors of Ciner Resource Partners LLC, our General Partner |
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(Principal Executive Officer)
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Signature
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Title
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Date
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/s/ Oğuz Erkan
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President, Chief Executive Officer and Chairman of the Board of Directors of Ciner Resource Partners LLC, our General Partner
(Principal Executive Officer)
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March 9, 2020
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Oğuz Erkan
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/s/ Christopher L. DeBerry
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Principal Financial Officer and Chief Accounting Officer of Ciner Resource Partners LLC, our General Partner
(Principal Financial and Accounting Officer) |
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March 9, 2020
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Christopher L. DeBerry
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/s/ Atilla Ciner
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(Director of Ciner Resource Partners LLC, our General Partner)
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March 9, 2020
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Atilla Ciner
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/s/ Gürsel Usta
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(Director of Ciner Resource Partners LLC, our General Partner)
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March 9, 2020
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Gürsel Usta
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/s/ Ahmet Tohma
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(Director of Ciner Resource Partners LLC, our General Partner)
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March 9, 2020
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Ahmet Tohma
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/s/ Matthew H. Mead
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(Director of Ciner Resource Partners LLC, our General Partner)
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March 9, 2020
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Matthew H. Mead
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/s/ Michael E. Ducey
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(Director of Ciner Resource Partners LLC, our General Partner)
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March 9, 2020
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Michael E. Ducey
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/s/ Thomas W. Jasper
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(Director of Ciner Resource Partners LLC, our General Partner)
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March 9, 2020
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Thomas W. Jasper
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/s/ Alec G. Dreyer
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(Director of Ciner Resource Partners LLC, our General Partner)
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March 9, 2020
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Alec G. Dreyer
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•
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surety bond premiums to replace lost or stolen certificates, taxes and other governmental charges;
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•
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special charges for services requested by a holder of a common unit; and
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•
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other similar fees or charges.
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•
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represents that the transferee has the capacity, power and authority to become bound by our partnership agreement;
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•
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automatically agrees to be bound by the terms and conditions of, and is deemed to have executed, our partnership agreement; and
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•
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gives the consents, waivers, acknowledgments and approvals contained in our partnership agreement.
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•
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less, the amount of cash reserves established by our general partner to:
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o
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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);
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o
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comply with applicable law, any of our debt instruments or other agreements; or
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o
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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);
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•
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plus, if our general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter, resulting from working capital borrowings made subsequent to the end of such quarter.
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Total Quarterly Distribution per Unit Target Amount
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Marginal Percentage
Interest in Distributions
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|||||||||
Unitholders
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General Partner
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||||||||||
Minimum Quarterly Distribution
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$0.50000
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98.0
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%
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2.0
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%
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First Target Distribution
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above $0.5000
up to $0.5750
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98.0
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%
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2.0
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%
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Second Target Distribution
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above $0.5750
up to $0.6250
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85.0
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%
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15.0
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%
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Third Target Distribution
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above $0.6250
up to $0.7500
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75.0
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%
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25.0
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%
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Thereafter
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above $0.7500
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50.0
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%
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50.0
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%
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•
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with regard to the rights and preferences of holders of common units in and to Partnership cash distributions, please read “Provisions of Our Partnership Agreement Relating to Cash Distributions” above; and
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•
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with regard to the transfer of common units, please read “Description of the Common Units—Transfer of Common Units” above.
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Issuance of additional units
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No approval right.
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Amendment of our partnership agreement
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Certain amendments may be made by our general partner without the approval of the unitholders. Other amendments generally require the approval of a unit majority. Please read “—Amendment of Our Partnership Agreement” below.
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Merger of our Partnership or the sale of all or substantially all of our assets
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Unit majority in certain circumstances. Please read “—Merger, Consolidation, Conversion, Sale or Other Disposition of Assets” below.
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Dissolution of our Partnership
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Unit majority. Please read “—Dissolution” below.
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Continuation of our business upon dissolution
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Unit majority. Please read “—Dissolution” below.
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Withdrawal of our general partner
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Under most circumstances, the approval of unitholders holding at least a majority of the outstanding common units, excluding common units held by our general partner and its affiliates, is required for the withdrawal of our general partner prior to September 30, 2023 in a manner that would cause a dissolution of our Partnership.
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Removal of our general partner
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Not less than 66 2/3% of the outstanding units, voting as a single class, including units held by our general partner and its affiliates.
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Transfer of the general partner interest
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No approval right.
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Transfer of incentive distribution rights
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No approval right.
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Reset of incentive distribution rights
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No approval right.
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Transfer of ownership interests in our general partner
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No approval right.
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•
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arising out of or relating in any way to our partnership agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of our partnership agreement or the duties, obligations or liabilities among limited partners or of limited partners to us, or the rights or powers of, or restrictions on, the limited partners or us);
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•
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brought in a derivative manner on our behalf;
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•
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asserting a claim of breach of a duty (including a fiduciary duty) owed by any director, officer or other employee of us or our general partner, or owed by our general partner, to us or the limited partners;
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•
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asserting a claim arising pursuant to any provision of the Delaware Revised Uniform Limited Partnership Act, as amended (the “Delaware Act”); or
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•
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asserting a claim governed by the internal affairs doctrine;
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•
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to remove or replace our general partner;
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•
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to approve some amendments to our partnership agreement; or
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•
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to take other action under our partnership agreement;
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•
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enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected; or
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•
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enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which consent may be given or withheld in its sole discretion.
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•
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a change in our name, the location of our principal place of business, our registered agent or our registered office;
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•
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the admission, substitution, withdrawal or removal of partners in accordance with our partnership agreement;
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•
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a change that our general partner determines to be necessary or appropriate to qualify or continue our qualification as a limited partnership or other entity in which the limited partners have limited liability under the laws of any state or to ensure that neither we nor any of our subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes;
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•
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an amendment that is necessary, in the opinion of our counsel, to prevent us or our general partner or its directors, officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisors Act of 1940 or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, or ERISA, each as amended, whether or not substantially similar to plan asset regulations currently applied or proposed;
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•
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an amendment that our general partner determines to be necessary or appropriate in connection with authorization or issuance of additional partnership interests;
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•
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any amendment expressly permitted in our partnership agreement to be made by our general partner acting alone;
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•
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an amendment effected, necessitated or contemplated by a merger agreement or plan of conversion that has been approved under the terms of our partnership agreement;
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•
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any amendment that our general partner determines to be necessary or appropriate for the formation by us of, or our investment in, any corporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by our partnership agreement;
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•
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a change in our fiscal year or taxable year and any other changes that our general partner determines to be necessary or appropriate as a result of such change;
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•
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conversions into, mergers with or conveyances to another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the conversion, merger or conveyance other than those it receives by way of the conversion, merger or conveyance; or
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•
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any other amendments substantially similar to any of the matters described in the clauses above.
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•
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do not adversely affect the limited partners, considered as a whole, or any particular class of limited partners, in any material respect;
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•
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are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;
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•
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are necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading;
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•
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are necessary or appropriate for any action taken by our general partner relating to splits or combinations of units under the provisions of our partnership agreement; or
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•
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are required to effect the intent expressed in this prospectus or the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement.
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•
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the election of our general partner to dissolve us, if approved by the holders of units representing a unit majority;
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•
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there being no limited partners, unless we are continued without dissolution in accordance with applicable Delaware law;
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•
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the entry of a decree of judicial dissolution of our partnership; or
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•
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the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer of its general partner interest in accordance with our partnership agreement or its withdrawal or removal following the approval and admission of a successor.
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•
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the action would not result in the loss of limited liability under Delaware law of any limited partner; and
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•
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neither we nor any of our subsidiaries would be treated as an association taxable as a corporation or otherwise be taxable as an entity for U.S. federal income tax purposes upon the exercise of that right to continue (to the extent not already so treated or taxed).
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•
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the highest cash price paid by our general partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those limited partner interests; and
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•
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the average of the daily closing prices of the Partnership securities of such class over the 20 consecutive trading days preceding the date that is three business days before the date the notice is mailed.
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•
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our general partner;
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•
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any departing general partner;
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•
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any person who is or was an affiliate of our general partner or any departing general partner;
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•
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any person who is or was a manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of our Partnership, our subsidiaries, our general partner, any departing general partner or any of their affiliates;
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•
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any person who is or was serving at the request of a general partner, any departing general partner or any of their respective affiliates as a manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of another person owing a fiduciary duty to us or our subsidiaries; and
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•
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any person designated by our general partner.
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•
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a current list of the name and last known business, residence or mailing address of each partner;
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•
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information as to the amount of cash, and a description and statement of the agreed value of any other capital contribution, contributed or to be contributed by each partner and the date on which each became a partner;
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•
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copies of our partnership agreement, our certificate of limited partnership and related amendments thereto; and
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•
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certain information regarding the status of our business and financial condition.
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.
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All Section 36, Township 20N, Range 109W, 6th p.m.
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D.
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ROYALTY. Lessee shall pay to lessor:
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Adjusted Sales Value per Ton
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Percentage Royalty
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$ 00.00 to $ 50.00
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5%
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$ 50.01 to $ 100.00
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7%
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$ 100.01 to $150.00
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9%
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$ 150.01 and up
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10%
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(a)
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Determine the Gross Sales Value of all such minerals and/or mineral products from this lease sold during the past calendar month. Such sales value shall be based upon the actual sales value of marketable products as shown by sales receipts. If sales should occur within a company, then prices as published by the Engineering and Mining Journal in the "E" and "MJ" Markets section, or other mutually agreed upon prices shall prevail for determining Gross Sales Value. The Gross Sales Value shall then be divided by the tons of ore processed in that production of mineral and/or mineral products sold - to determine the Gross Sales Value per ton.
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(d)
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The amount of Production Royalty is then the product of the Royalty Rate expressed in decimals to five (5) places and the Gross Sales Value.
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G.
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WORKINGS.
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LESSOR, STATE OF
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WYOMING, Acting by and through its BOARD OF LAND COMMISSIONERS AND STATE LANDS AND INVESTMENT BOARD
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By
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/s/ Office of State and Lands Investments
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Director
Office of State Lands and Investments
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LESSEE:
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/s/ Chris DeBerry
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PRINT NAME:
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Chris DeBerry
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TITLE:
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Chief Accounting Officer
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TYPE OF LEASE: Sodium/Trona and associated mineral salts NAME OF LESSEE:
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Ciner Wyoming, LLC
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D.
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ROYALTY. Lessee shall pay to lessor:
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(2)
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A royalty of one dollar ($1.00) per wet ton (2,000 pounds)
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Adjusted Sales Value per Ton
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Percentage Royalty
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$ 00.00 to $ 50.00
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5%
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$ 50.01 to $ 100.00
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7%
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$ 100.01 to $150.00
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9%
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$ 150.01 and up
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10%
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(d)
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The amount of Production Royalty is then the product of the Royalty Rate expressed in decimals to five (5) places and the Gross Sales Value.
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G.
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WORKINGS.
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K.
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ASSIGNMENT OF LEASE - MINING AGREEMENTS.
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By
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/s/ Office of State and Lands Investments
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Director
Office of State Lands and Investments
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LESSEE:
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/s/ Chris DeBerry
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PRINT NAME:
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Chris DeBerry
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TITLE:
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Chief Accounting Officer
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TYPE OF LEASE: Sodium/Trona and associated mineral salts NAME OF LESSEE:
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Ciner Wyoming, LLC
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D.
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ROYALTY. Lessee shall pay to lessor:
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Adjusted Sales Value per Ton
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Percentage Royalty
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$ 00.00 to $ 50.00
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5%
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$ 50.01 to $ 100.00
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7%
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$ 100.01 to $150.00
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9%
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$ 150.01 and up
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10%
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(d)
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The amount of Production Royalty is then the product of the Royalty Rate expressed in decimals to five (5) places and the Gross Sales Value.
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G.
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WORKINGS.
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K.
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ASSIGNMENT OF LEASE - MINING AGREEMENTS.
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By
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/s/ Office of State and Lands Investments
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Director
Office of State Lands and Investments
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LESSEE:
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/s/ Chris DeBerry
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PRINT NAME:
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Chris DeBerry
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TITLE:
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Chief Accounting Officer
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TYPE OF LEASE: Sodium/Trona and Associated Mineral Salts NAME OF LESSEE:
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Ciner Wyoming, LLC
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1.
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acres Section 4 N2N2:S2 T20N R109W 6th p.m.
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D.
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ROYALTY. Lessee shall pay to lessor:
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Adjusted Sales Value per Ton
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Percentage Royalty
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$ 00.00 to $ 50.00
|
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5%
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$ 50.01 to $ 100.00
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7%
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$ 100.01 to $150.00
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9%
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$ 150.01 and up
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10%
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(d)
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The amount of Production Royalty is then the product of the Royalty Rate expressed in decimals to five (5) places and the Gross Sales Value.
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G.
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WORKINGS.
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K.
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ASSIGNMENT OF LEASE - MINING AGREEMENTS.
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By
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/s/ Office of State and Lands Investments
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Director
Office of State Lands and Investments
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|
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LESSEE:
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/s/ Ciner Wyoming, LLC
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PRINT NAME:
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Marla Nicholson
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TITLE:
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Vice President, General Counsel & Secretary
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NAME OF LESSEE:
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Ciner Wyoming, LLC
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AMOUNT OF RENTAL:
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$4.00/519.24 acres $2,076.96
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.
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acres Section 36 All T21N Rl09W 6th p.m.
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D.
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ROYALTY. Lessee shall pay to lessor:
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Adjusted Sales Value per Ton
|
|
Percentage Royalty
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$ 00.00 to $ 50.00
|
|
5%
|
$ 50.01 to $ 100.00
|
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7%
|
$ 100.01 to $150.00
|
|
9%
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$ 150.01 and up
|
|
10%
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(d)
|
The amount of Production Royalty is then the product of the Royalty Rate expressed in decimals to five (5) places and the Gross Sales Value.
|
G.
|
WORKINGS.
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K.
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ASSIGNMENT OF LEASE - MINING AGREEMENTS.
|
|
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By
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/s/ Office of State and Lands Investments
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Director
Office of State Lands and Investments
|
|
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LESSEE:
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/s/ Ciner Wyoming, LLC
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PRINT NAME:
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Marla Nicholson
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TITLE:
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Vice President, General Counsel & Secretary
|
LESSEE:
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Ciner Wyoming, LLC
|
FUND:
|
MH
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1.
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I have reviewed this Annual Report on Form 10-K of Ciner Resources LP (the "registrant");
|
2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
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, 2020
|
/s/ Oğuz Erkan
|
|
|
Oğuz Erkan
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, 2020
|
/s/ Christopher L. DeBerry
|
|
|
Christopher L. DeBerry
Chief Accounting Officer of Ciner Resource Partners LLC, our General Partner (Principal Financial and Accounting Officer) |
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date:
|
March 9, 2020
|
/s/ Oğuz Erkan
|
|
|
Oğuz Erkan
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, 2020
|
/s/ Christopher L. DeBerry
|
|
|
Christopher L. DeBerry
Chief Accounting Officer of Ciner Resource Partners LLC, our General Partner (Principal Financial and Accounting Officer) |
(1)
|
For each coal or other mine, of which the issuer or a subsidiary of the issuer is an operator:
|
|
(A)
|
(B)
|
(C)
|
(D)
|
(E)
|
(F)
|
(G)
|
|
|
(H)
|
|
|
||||||||||||
Mine or Operating Name
|
Section 104 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
|
5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
20,353
|
|
—
|
|
no
|
no
|
none
|
—
|
|
—
|
|
(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. With respect to those legal actions:
|
1.
|
Contests of citations and orders referenced in Subpart B of 29 CFR part 2700: None
|
2.
|
Contests of proposed penalties referenced in Subpart C of 29 CFR part 2700: None (see referenced in H1)
|
3.
|
Complaints for compensation referenced in Subpart D of 29 CFR part 2700: None
|
4.
|
Complaints of discharge, discrimination or interference referenced in Subpart E of 29 CFR part 2700: None
|
5.
|
Applications for temporary relief referenced in Subpart F of 29 CFR part 2700: None
|
6.
|
Appeals of judges' decisions or orders to the Federal Mine Safety and Health Review Commission referenced in Subpart H of29 CFR part 2700: None
|
(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.
|