CINER RESOURCES LP : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

May 11, 2020 at 05:20 pm EDT

You should read the following management's discussion and analysis of financial condition and results of operations in conjunction with the historical unaudited condensed consolidated financial statements, and notes thereto, included elsewhere in this Report. Cautionary Statements Regarding Forward-Looking Statements This Report contains, and our other public filings and oral and written statements by us and our management may include, statements that constitute "forward-looking statements" within the meaning of the United States securities laws. Forward-looking statements include the information concerning our possible or assumed future results of operations, reserve estimates, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and may be identified by the use of forward-looking terminology such as the words "believe," "expect," "plan," "intend," "anticipate," "estimate," "predict," "forecast," "project," "potential," "continue," "may," "will," "could", "should" or the negative of these terms or similar expressions. Examples of forward-looking statements include, but are not limited to, statements concerning cash available for distribution and future distributions, if any, and such distributions are subject to the approval of the board of directors of our general partner and will be based upon circumstances then existing. We have based our forward-looking statements on management's beliefs and assumptions and on information currently available to us.

Forward-looking statements involve risks, uncertainties and assumptions. You are cautioned not to place undue reliance on any forward-looking statements. Actual results may vary materially. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements and, therefore, affect our ability to distribute cash to unitholders, include: •the market prices for soda ash in the markets in which we sell; •the volume of natural and synthetic soda ash produced worldwide; •

            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;


•the freight costs we pay to transport our soda ash to customers or various
delivery points;
•the cost of electricity and natural gas used to power our operations;
•            the amount of royalty payments we are required to pay to our lessors
             and licensor and the duration of our leases and license;


•            political disruptions in the markets we or our customers serve,
             including any changes in trade barriers;


•our relationships with our customers and or our sales agent's ability to renew
contracts on favorable terms to us;
•the creditworthiness of our customers;
•a cybersecurity event;
•the impact of the recent COVID-19 pandemic, including the impact of government
orders on our employees, suppliers, customers and operations;
•            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;


•new or modified statutes, regulations, governmental policies and taxes or their
interpretations; and
•prevailing U.S. and international economic conditions and foreign exchange
rates.
In addition, the actual amount of cash we will have available for distribution
will depend on other factors, some of which are beyond our control, including,
among other things:
•the level and timing of capital expenditures we make;
•            the level of our operating, maintenance and general and
             administrative expenses, including reimbursements to our general
             partner for services provided to us;

•the cost of acquisitions, if any; •our debt service requirements and other liabilities; •fluctuations in our working capital needs;

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•our ability to borrow funds and access capital markets; •

            restrictions on distributions contained in debt agreements to which
             we, Ciner Wyoming or our affiliates are a party;


•the amount of cash reserves established by our general partner; and
•other business risks affecting our cash levels.
These factors should not be construed as exhaustive and we urge you to carefully
consider the risks described in this Report, our most recent Annual Report on
Form 10-K, and subsequent reports filed with the United States Securities and
Exchange Commission (the "SEC"). You may obtain these reports from the SEC's
website at www.sec.gov. All forward-looking statements included in this Report
are expressly qualified in their entirety by these cautionary statements. Unless
required by law, we undertake no obligation to publicly update or review any
forward-looking statement, whether as a result of new information, future
developments or otherwise.
References
References in this Report to the "Partnership," "CINR," "Ciner Resources," "we,"
"our," "us," or like terms refer to Ciner Resources LP and its subsidiary, Ciner
Wyoming LLC, which is the consolidated subsidiary of the Partnership and
referred to herein as "Ciner Wyoming." References to "our general partner" or
"Ciner GP" refer to Ciner Resource Partners LLC, the general partner of Ciner
Resources LP and a direct wholly-owned subsidiary of Ciner Wyoming Holding Co.
("Ciner Holdings"), which is a direct wholly-owned subsidiary of Ciner Resources
Corporation ("Ciner Corp"). Ciner Corp is a direct wholly-owned subsidiary of
Ciner Enterprises Inc. ("Ciner Enterprises"), which is a direct wholly-owned
subsidiary of WE Soda Ltd., a U.K. corporation ("WE Soda"). WE Soda is a direct
wholly-owned subsidiary of KEW Soda Ltd., a U.K. corporation ("KEW Soda"), which
is a direct wholly-owned subsidiary of Akkan Enerji ve Madencilik Anonim ?irketi
("Akkan"). Akkan is directly and wholly owned by Turgay Ciner, the Chairman of
the Ciner Group ("Ciner Group"), a Turkish conglomerate of companies engaged in
energy and mining (including soda ash mining), media and shipping markets. All
of our soda ash processed is currently sold to various domestic and
international customers, including American Natural Soda Ash Corporation
("ANSAC"), which is an affiliate for export sales.
Overview
We are a Delaware limited partnership formed by Ciner Holdings to own a 51.0%
membership interest in, and to operate the trona ore mining and soda ash
production business of Ciner Wyoming. Ciner Wyoming is currently one of the
world's largest producers of soda ash, serving a global market from its facility
in the Green River Basin of Wyoming. Our facility has been in operation for more
than 50 years.
NRP Trona LLC, a wholly-owned subsidiary of Natural Resource Partners L.P.
("NRP") currently owns an indirect 49.0% membership interest in Ciner Wyoming.
Recent Developments
COVID-19

Public health epidemics, pandemics or outbreaks of contagious diseases could adversely impact our business. In December 2019, a novel strain of coronavirus ("COVID-19") emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to many other countries and infections have been reported throughout the world, including the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic.

We are closely monitoring the impact of the outbreak of COVID-19 on all aspects of our business, including how it will impact our customers, employees, supply chain, distribution network and cash flows. As we anticipated a ramp up in the spread of COVID-19, we took strong proactive steps to keep the safety of our team and family as the priority. We designed and published a comprehensive plan to help prevent the spread of the virus in our work locations. This plan includes multiple layers of protection for our employees including social distancing, working from home for all employees who can, splitting shifts, increased sanitation, restricted contractor and visitor access, temperature checks on all contractors and third-party vendors, travel restrictions, and daily communication with our teams. We have conducted proactive quarantining and contact tracing from the early days of this event and require self-reporting of any illness. We have also prepared strong contingency plans for all our operations with specific actions based on absentee rates. While these were not necessary to implement, they are continuously refined in case needed. We have started to anticipate a re-opening of society when the virus plateaus and diminishes and we have completed re-entry plans to implement as they become appropriate. We are using data to guide our actions rather than firm dates, and our teams are kept up to date on these plans. Our focus prior to and during this pandemic has been the safety of our teams and this will continue to be our priority as we scale our operations back to normal as the data guides us to do so. We continue to actively monitor and adhere to applicable governmental actions to better ensure the safety of our employees.

We started to see the impact of COVID-19 on our operations towards the end of the first quarter in the form of slowing global demand and downward pricing pressure, and while we believe it did not have a material adverse effect on our first quarter results it will have a negative impact on subsequent quarters. In April 2020 we experienced an approximately 20% greater than normal decline in production

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as we utilize the flexibility of our production assets to adjust to the COVID-19 uncertainties and our customers' demands and may see similar declines in the near term. At this time, we are unable to predict the ultimate impact that COVID-19 may have on our business, future results of operations, financial position, cash flows or ability to make distributions to unitholders. The extent to which our operations may be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact. Furthermore, the impacts of a potential worsening of global economic conditions and the continued disruptions to and volatility in the financial markets remain unknown. We are actively managing the business to maintain cash flow and we believe we have enough liquidity to meet our anticipated liquidity requirements. As we cannot predict the duration or scope of the COVID-19 pandemic and its impact on our operations, the potential negative financial impact to our results cannot be reasonably estimated but could be material.

Notice to Terminate Membership in ANSAC



On November 9, 2018, Ciner Corp delivered a notice to terminate its membership
in ANSAC, a cooperative that serves as the primary international distribution
channel for us as well as two other U.S. manufacturers of trona-based soda ash.
The effective termination date of Ciner Corp's membership in ANSAC is December
31, 2021 (the "ANSAC termination date"). Between now and the ANSAC termination
date, Ciner Corp continues to have full ANSAC membership benefits and services.
In the event an ANSAC member exits or the ANSAC cooperative is dissolved, the
exiting members are obligated for their respective portion of the residual net
assets or deficit of the cooperative. Potential liabilities associated with
exiting ANSAC are not currently probable or estimable.
ANSAC was our largest customer for the periods ended March 31, 2020 and 2019,
accounting for 47.2% and 59.4%, respectively, of our net sales. Although ANSAC
has been our largest customer for the periods ended March 31, 2020 and 2019, we
anticipate that the impact of such termination on our net sales, net income and
liquidity will be limited. We made this determination primarily based upon the
belief that we will continue to be one of the lowest cost producers of soda ash
in the global market. After the ANSAC termination date, we expect Ciner Corp
will begin marketing soda ash directly on our behalf into international markets
that are currently being served by ANSAC and intends to utilize the distribution
network that has already been established by the global Ciner Group. We believe
that by combining our volumes with Ciner Group's soda ash exports from Turkey,
Ciner Corp's withdrawal from ANSAC will allow us to leverage the larger, global
Ciner Group's soda ash operations which we expect will eventually lower our cost
position and improve our ability to optimize our market share both domestically
and internationally.  Further, being able to work with the global Ciner Group
will provide us the opportunity to attract and efficiently serve larger global
customers. In addition, the Partnership will need access to an international
logistics infrastructure that includes, among other things, a domestic port for
export capabilities. These export capabilities are currently being developed by
Ciner Enterprises and options being evaluated range from continued outsourcing
in the near term to developing its own port capabilities in the longer term.
The development costs of export capabilities are currently being paid by Ciner
Enterprises, who is evaluating how these costs might be allocated to the
Partnership, which could include ownership by us and repayment for the
development costs and related assets or a service agreement model for logistics
services which includes reimbursements for development costs. Since a decision
to allocate costs to the Partnership has not been made yet and the Partnership
is not currently using any Ciner Enterprises export services, none of these
development costs have been recorded by the Partnership through March 31, 2020.
Quarterly Distribution
On April 28, 2020, the Partnership declared its first quarter 2020 quarterly
cash distribution of $0.340 per unit. The quarterly cash distribution is payable
on May 22, 2020 to unitholders of record on May 8, 2020.
Factors Affecting Our Results of Operations
Soda Ash Supply and Demand
Our net sales, earnings and cash flow from operations are primarily affected by
the global supply of, and demand for, soda ash, which, in turn, directly impacts
the prices we and other producers charge for our products.
Historically, long term demand for soda ash in the United States has been driven
in large part by general economic growth and activity levels in the end-markets
that the glass-making industry serves, such as the automotive and construction
industries. Long term soda ash demand in international markets has grown in
conjunction with GDP. We expected that over the long term, future global
economic growth will positively influence global demand, which will likely
result in increased exports, primarily from the United States, Turkey and to a
limited extent, from China, the largest suppliers of soda ash to international
markets. Currently, and in the near term we expect that COVID-19 will have a
material impact across a variety of our customers and customer segments which
will have a negative impact on demand for our products. In April 2020 we
experienced an approximately 20% greater than normal decline in production as we
utilize the flexibility of our production assets to adjust to the COVID-19
uncertainties and our customers' demands and may see similar declines in the
near term. The extent and duration to which COVID-19 will impact demand is
highly uncertain and cannot be predicted with confidence at this time.

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Sales Mix
We will adjust our sales mix based upon what is the best margin opportunity for
the business between domestic and international. Our operations have been and
continue to be sensitive to fluctuations in freight and shipping costs and
changes in international prices, which have historically been more volatile than
domestic prices. Our gross profit will be impacted by the mix of domestic and
international sales as a result of changes in logistics costs and our average
selling prices.
Post-ANSAC International Export Capabilities
On November 9, 2018, Ciner Corp delivered a notice to terminate its membership
in ANSAC, effective as of the ANSAC termination date. ANSAC is a cooperative
that serves as the primary international distribution channel for us as well as
two other U.S. manufacturers of trona-based soda ash. Between now and the ANSAC
termination date, Ciner Corp continues to have full ANSAC membership benefits
and services. We believe that by combining our volumes with Ciner Group's soda
ash exports from Turkey, Ciner Corp's withdrawal from ANSAC will allow us to
leverage the larger, global Ciner Group's soda ash operations which we expect
will eventually lower our cost position and improve our ability to optimize our
market share both domestically and internationally. After the ANSAC termination
date, the Partnership will need access to an international logistics
infrastructure that includes, among other things, a domestic port for export
capabilities. These export capabilities are currently being developed by Ciner
Enterprises and options being evaluated range from continued outsourcing in the
near term to developing its own port capabilities in the longer term.  The
development costs of export capabilities are currently being paid by Ciner
Enterprises, who is evaluating how these costs might be allocated to the
Partnership, which could include ownership by us and repayment for the
development costs and related assets or a service agreement model for logistics
services which includes reimbursements for development costs. Since a decision
to allocate costs to the Partnership has not been made yet and the Partnership
is not currently using any Ciner Enterprises export services, none of these
development costs have been recorded by the Partnership through March 31, 2020.
Energy Costs
One of the primary impacts to our profitability is our energy costs. Because we
depend upon natural gas and electricity to power our trona ore mining and soda
ash processing operations, our net sales, earnings and cash flow from operations
are sensitive to changes in the prices we pay for these energy sources. Our cost
of energy, particularly natural gas, has been relatively low in recent years,
and, despite the historic volatility of natural gas prices, we believe that we
will continue to benefit from relatively low prices in the near future. However,
we expect to continue to hedge a portion of our forecasted natural gas purchases
to mitigate volatility. During 2019 and the first quarter of 2020, we continued
construction on a new natural gas-fired turbine co-generation facility that is
expected to provide roughly one-third of our electricity and steam demands at
our mine in the Green River Basin. The new co-generation facility began
operating in March 2020 and will provide us with an improvement of up to
approximately $3 million per year in energy costs once fully operational,
improving to up to approximately $4 million per year once the Green River
Expansion Project is online.


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How We Evaluate Our Business
Productivity of Operations
Our soda ash production volume is primarily dependent on the following three
factors: (1) operating rate, (2) quality of our mined trona ore and (3) recovery
rates. Operating rate is a measure of utilization of the effective production
capacity of our facility and is determined in large part by productivity rates
and mechanical on-stream times, which is the percentage of actual run times over
the total time scheduled. We implement two planned outages of our mining and
surface operations each year, typically in the second and third quarters. During
these outages, which are scheduled to last approximately one week each, we
repair and replace equipment and parts. Periodically, we may experience minor
unplanned outages or unplanned extensions to planned outages caused by various
factors, including equipment failures, power outages or service interruptions.
The quality of our mine ore is determined by measuring the trona ore recovered
as a percentage of the deposit, which includes both trona ore and insolubles.
Plant recovery rates are generally determined by calculating the soda ash
produced divided by the sum of the soda ash produced plus soda ash that is not
recovered from the process. All of these factors determine the amount of trona
ore we require to produce one short ton of soda ash and liquor, which we refer
to as our "ore to ash ratio." Our ore to ash ratio was 1.53: 1.0 and 1.52: 1.0
for the three months ended March 31, 2020 and 2019, respectively.
Freight and Logistics
The soda ash industry is logistics intensive and involves careful management of
freight and logistics costs. These freight costs make up a large portion of the
total delivered cost to the customer. Delivered costs to most domestic customers
and ANSAC primarily relates to rail freight services. Some domestic customers
may elect to arrange their own freight and logistic services. Delivered costs to
non-ANSAC international customers primarily consists of both rail freight
services to the port of embarkation and the additional ocean freight to the port
of disembarkation.
All of our soda ash is shipped by rail or truck from our Green River Basin
operations. Union Pacific Railroad Corporation ("Union Pacific") is our largest
provider of domestic rail freight services. Our plant receives rail service
exclusively from Union Pacific and shipments by rail accounted for 88.7% and
90.5% of our total freight costs during the three months ended March 31, 2020
and 2019, respectively. The increase in the percentage of freight that is
related to Union Pacific is due primarily to our increased usage of Union
Pacific to accommodate changes in sales mix between domestic and international
and their respective delivery locations. Our agreement with Union Pacific
expires on December 31, 2021. If we do not ship at least a significant portion
of our soda ash production on the Union Pacific rail line during a twelve-month
period, we must pay Union Pacific a shortfall payment under the terms of our
transportation agreement. For each of the three months ended March 31, 2020 and
2019, we did not make any shortfall payments and do not expect to make any
payments in the future.
Net Sales
Net sales include the amounts we earn on sales of soda ash. We recognize revenue
from our sales when control of goods transfers to the customer. 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. The time at which
delivery and transfer of title occurs, for the majority of our contracts with
customers, is the point when the product leaves our facility, thereby rendering
our performance obligation fulfilled. Substantially all of our sales are derived
from sales of soda ash, which we sell through our exclusive sales agent,
Ciner Corp. A small amount of our sales is derived from sales of production
purge, which is a by-product liquor solution containing soda ash that is
produced during the processing of trona ore. For the purposes of our discussion
below, we include these transactions in domestic sales of soda ash and in the
volume of domestic soda ash sold.
Sales prices for sales through ANSAC include the cost of freight to the ports of
embarkation for overseas export or to Laredo, Texas for sales to Mexico. Sales
prices for other international sales may include the cost of rail freight to the
port of embarkation, the cost of ocean freight to the port of disembarkation for
import by the customer and the cost of inland freight required for delivery to
the customer.
Cost of products sold
Expenses relating to employee compensation, energy, including natural gas and
electricity, royalties and maintenance materials constitute the greatest
components of cost of products sold. These costs generally increase in line with
increases in sales volume.
Employee Compensation. See Part I, Item 1. Financial Statements - Note 6,
"Employee Compensation" for information on the various benefit plans offered and
administered by Ciner Corp.
Energy.  A major item in our cost of products sold is energy, comprised
primarily of natural gas and electricity. We primarily use natural gas to fuel
our above-ground processing operations, including the heating of calciners, and
we use electricity to power our underground mining operations, including our
continuous mining machines, or continuous miners, and shuttle cars. The monthly
Northwest Pipeline Rocky Mountain Index natural gas settlement prices, over the
past five years, have ranged between $1.30 and $4.22 per MMBtu. The average
monthly Northwest Pipeline Rocky Mountain Index natural gas settlement prices
for the three months

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ended March 31, 2020 and 2019 were $1.59 and $2.83 per MMBtu, respectively. However, we expect to continue to hedge a portion of our forecasted natural gas purchases to mitigate volatility. During 2019 and the first quarter of 2020, we continued construction on a new natural gas-fired turbine co-generation facility that is expected to provide roughly one-third of our electricity and steam demands at our mine in the Green River Basin. The new co-generation facility began operating in March 2020 and will provide us with an improvement of up to approximately $3 million per year in energy costs once fully operational, improving to up to approximately $4 million per year once the Green River Expansion Project is online. Royalties. We pay royalties to the State of Wyoming, the U.S. Bureau of Land Management and Rock Springs Royalty Company LLC ("RSRC"), an affiliate of Occidental Petroleum Corporation (formerly an affiliate of Anadarko Petroleum Corporation), which are calculated based upon a percentage of the value of soda ash and related products sold at a certain stage in the mining process. These royalty payments may be subject to a minimum domestic production volume from our Green River Basin facility. We are also obligated to pay annual rentals to our lessors and licensor regardless of actual sales. In addition, we pay a production tax to Sweetwater County, and trona severance tax to the State of Wyoming that is calculated based on a formula that utilizes the volume of trona ore mined and the value of the soda ash produced.



The royalty rates we pay to our lessors and licensor may change upon our renewal
or renegotiation of such leases and license. On June 28, 2018, Ciner Wyoming
amended its License Agreement, dated July 18, 1961 (the "License Agreement"),
with RSRC to, among other things, (i) extend the term of the License Agreement
to July 18, 2061 and for so long thereafter as Ciner Wyoming continuously
conducts operations to mine and remove sodium minerals from the licensed
premises in commercial quantities; and (ii) set the production royalty rate for
each sale of sodium mineral products produced from ore extracted from the
licensed premises at eight percent (8%) of the net sales of such sodium mineral
products. Any increase in the royalty rates we are required to pay to our
lessors and licensor through renewal or renegotiation of leases or license, or
any failure by us to renew any of our leases and license, could have a material
adverse impact on our results of operations, financial condition or liquidity,
and, therefore, may affect our ability to distribute cash to unitholders.
Selling, general and administrative expenses
Selling, general and administrative expenses incurred by our affiliates on our
behalf are allocated to us based on the time the employees of those companies
spend on our business and the actual direct costs they incur on our behalf.
Selling, general and administrative expenses incurred by ANSAC on our behalf are
allocated to us based on the proportion of ANSAC's total volumes sold for a
given period attributable to the soda ash sold by us to ANSAC. On October 23,
2015, the Partnership entered into a Services Agreement (the "Services
Agreement"), with our general partner and Ciner Corp. Pursuant to the Services
Agreement, Ciner Corp has agreed to provide the Partnership with certain
corporate, selling, marketing, and general and administrative services, in
return for which the Partnership has agreed to pay Ciner Corp an annual
management fee, subject to quarterly adjustments, and reimburse Ciner Corp for
certain third-party costs incurred in connection with providing such services.
In addition, under the joint venture agreement governing Ciner Wyoming, Ciner
Wyoming reimburses us for employees who operate our assets and for support
provided to Ciner Wyoming.
Ciner Group also owns and operates port facilities in Turkey, and, since 2017,
one of its other North American subsidiaries has an arrangement to exclusively
import soda ash into a port on the east coast of the U.S. Ciner Corp, which is
the exclusive sales agent for the Partnership, will serve as the exclusive sales
agent of that material and receive a commission on those sales. We believe by
having access to that material, Ciner Corp will be able to offer its customers
an improved level of service, greater certainty of supply to the Partnership's
end customers, and over time lower our overall costs to serve and which are
subsequently charged to the Partnership.


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First Quarter 2020 Financial Highlights:
• Net sales of $114.4 million decreased 12.3% from the prior-year first quarter.


•          Soda ash volume produced increased 0.2% from the prior-year first
           quarter, but soda ash volume sold decreased 2.0% from the prior-year
           first quarter.


•          Net income of $14.2 million decreased $11.0 million from the
           prior-year first quarter.


•          Adjusted EBITDA of $22.4 million decreased 32.5% from the prior-year
           first quarter.


•          Earnings per unit of $0.34 for the quarter decreased 44.3% over the
           prior-year first quarter of $0.61.


•          Net cash provided by operating activities of $16.7 million increased
           198.2% over prior-year first quarter.


•          Distributable cash flow of $9.0 million decreased 42.3% compared to
           the prior-year first quarter.


•          The distribution coverage ratio was 1.32 and 2.29 for the three months
           ended March 31, 2020 and 2019, respectively.































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Results of Operations
A discussion and analysis of the factors contributing to our results of
operations is presented below for the periods and as of the dates indicated. The
financial statements, together with the following information, are intended to
provide investors with a reasonable basis for assessing our historical
operations, but should not serve as the only criteria for predicting our future
performance.
The following table sets forth our results of operations for the three months
ended March 31, 2020 and 2019:
                                                                 Three Months Ended
                                                                      March 31,
(In millions, except for operating and other data section)      2020             2019
Net sales:
Sales-affiliates                                           $      54.0      $       77.5
Sales-others                                                      60.4              52.9
  Net sales                                                $     114.4      $      130.4
Operating costs and expenses:
Cost of products sold                                             86.6              90.2
Depreciation, depletion and amortization expense                   6.5               6.3
Selling, general and administrative expenses-affiliates            4.1               5.5
Selling, general and administrative expenses-others                1.7               1.9
Total operating costs and expenses                                98.9             103.9
Operating income                                                  15.5              26.5
Interest income                                                      -               0.1
Interest expense                                                  (1.3 )            (1.4 )
Total other expense, net                                          (1.3 )            (1.3 )
Net income                                                        14.2              25.2
Net income attributable to non-controlling interest                7.5              12.9
Net income attributable to Ciner Resources LP              $       6.7      $       12.3

Operating and Other Data:
Trona ore consumed (thousands of short tons)                   1,042.7           1,033.3
Ore to ash ratio(1)                                          1.53: 1.0         1.52: 1.0
Ore grade(2)                                                      86.7 %            86.8 %
Soda ash volume produced (thousands of short tons)               680.2             678.8
Soda ash volume sold (thousands of short tons)                   663.7             677.1
Adjusted EBITDA(3)                                         $      22.4      $       33.2





(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.



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Analysis of Results of Operations The following table sets forth a summary of net sales, sales volumes and average sales price, and the percentage change between the periods.


                                                      Three Months Ended
                                                            March 31,
(Dollars in millions, except for average sales                                         Percent
price data)                                           2020            2019       Increase/(Decrease)

Net sales:
Domestic                                          $      55.2     $     52.9            4.3%
International                                            59.2           77.5           (23.6)%
Total net sales                                   $     114.4     $    130.4           (12.3)%
Sales volumes (thousands of short tons):
Domestic                                                237.4          224.4            5.8%
International                                           426.3          452.7           (5.8)%
Total soda ash volume sold                              663.7          677.1           (2.0)%
Average sales price (per short ton) (1)
Domestic                                          $    232.52     $   235.74           (1.4)%
International                                     $    138.87     $   171.20           (18.9)%
Average                                           $    172.37     $   192.59           (10.5)%
Percent of net sales:
Domestic net sales                                       48.3 %         40.6 %          19.0%
International net sales                                  51.7 %         59.4 %         (13.0)%
Total percent of net sales                              100.0 %        100.0 %
Percent of sales volumes:
Domestic volume                                          35.8 %         33.1 %          8.2%
International volume                                     64.2 %         66.9 %         (4.0)%
Total percent of volume sold                            100.0 %        100.0 %

(1) Average sales price per short ton is computed as net sales divided by volumes sold.




Three Months Ended March 31, 2020 compared to Three Months Ended March 31, 2019
Consolidated Results
Net sales. Net sales decreased by 12.3% to $114.4 million for the three months
ended March 31, 2020 from $130.4 million for the three months ended March 31,
2019, primarily driven by a decrease in soda ash volumes sold of 2.0% due to
lower international demand for three months ended March 31, 2020, as compared to
the three months ended March 31, 2019. Also contributing to the decrease in net
sales was a decline in international pricing for three months ended March 31,
2020 continuing the trend that began in the fourth quarter of 2019.
Cost of products sold. Cost of products sold, including depreciation, depletion
and amortization expense and freight costs, decreased by 3.5% to $93.1 million
for the three months ended March 31, 2020 from $96.5 million for the three
months ended March 31, 2019, primarily due to lower variable costs for the
quarter as a result of decreased overall sales volumes over the same period.
Selling, general and administrative expenses.  Our selling, general and
administrative expenses decreased 21.6% to $5.8 million for the three months
ended March 31, 2020, compared to $7.4 million for the three months ended March
31, 2019. The decrease was driven primarily by decreased employee benefit
expenses, as well as lower professional fees and contracted services incurred
over the same period. In addition, the three months ended March 31, 2019
included approximately $0.3 million of non-recurring expenses associated with
supporting start-up costs related to our Turkish affiliates importation of soda
ash into the eastern seaboard.
Operating income. As a result of the foregoing, operating income decreased by
41.5% to $15.5 million for the three months ended March 31, 2020 from $26.5
million for the three months ended March 31, 2019.
Net income. As a result of the foregoing, net income decreased by 43.7% to $14.2
million for the three months ended March 31, 2020, from $25.2 million for the
three months ended March 31, 2019.


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Liquidity and Capital Resources
Sources of liquidity include cash generated from operations and borrowings under
credit facilities and capital calls from partners. We use cash and require
liquidity primarily to finance and maintain our operations, fund capital
expenditures for our property, plant and equipment, make cash distributions to
holders of our partnership interests, pay the expenses of our general partner
and satisfy obligations arising from our indebtedness. Our ability to meet these
liquidity requirements will depend primarily on our ability to generate cash
flow from operations.
Our sources of liquidity include:
•        cash generated from our operations of which we had cash on hand of $51.4
         million at March 31, 2020;


•        Approximately $78.5 million ($225.0 million, less $146.5 million
         outstanding), is available for borrowing and undrawn under the Ciner
         Wyoming Credit Facility (as defined herein) as of March 31, 2020 (during
         the three months ended March 31, 2020, we made repayments on the Ciner
         Wyoming Credit Facility of $59.5 million, offset by borrowings of $76.5
         million; and


•        $10.0 million is available for borrowing under the Ciner Resources
         Credit Facility (as defined herein) as of March 31, 2020.


We expect our ongoing working capital and capital expenditures to be funded by
cash generated from operations and borrowings under the Ciner Wyoming Credit
Facility and the Ciner Wyoming Equipment Financing Arrangement (as defined
herein). We are increasing maintenance and expansion capital expenditures at our
Wyoming facility to both adequately maintain the physical assets and to increase
our operating income and operational capacity at the Wyoming facility. The
amount, timing and classification of any such capital expenditures could affect
the amount of cash that is available to be distributed to our unitholders. In
addition, we are subject to business and operational risks that could adversely
affect our cash flow, access to borrowings under the Ciner Resources Credit
Facility and the Ciner Wyoming Credit Facility, and ability to make monthly
installment payments under the Ciner Wyoming Equipment Financing Arrangement.
Our ability to satisfy debt service obligations, to fund planned capital
expenditures and to make acquisitions will depend upon our future operating
performance, which, in turn, will be affected by prevailing economic conditions,
our business and other factors, some of which are beyond our control.
We intend to pay a quarterly distribution to unitholders of record, to the
extent we have sufficient cash from our operations after establishment of cash
reserves, funding of any acquisitions and expansion capital expenditures and
payment of fees and expenses, including payments to our general partner and its
affiliates. While we are actively managing the business to maintain cash flow,
we cannot predict the duration or scope of the COVID-19 pandemic and its impact
on our ability to make distributions to unitholders. See Part I, Item 2,
Overview, "Recent Developments", for more information.
During the three months ended March 31, 2020 we made net borrowings of
$17.0 million under the Ciner Wyoming Credit Facility and on March 26, 2020 we
borrowed $30.0 million under the Wyoming Equipment Financing Arrangement to
continue with our growth strategies but also provide additional financial
flexibility in the upcoming quarters in light of the current uncertainty in the
financial markets caused by COVID-19.
Capital Requirements
Working capital is the amount by which current assets exceed current
liabilities. Our working capital requirements have been, and will continue to
be, primarily driven by changes in accounts receivable and accounts payable,
which generally fluctuate with changes in volumes, contract terms and market
prices of soda ash in the normal course of our business. Other factors impacting
changes in accounts receivable and accounts payable could include the timing of
collections from customers and payments to suppliers, as well as the level of
spending for maintenance and growth capital expenditures. A material adverse
change in operations or available financing under the Ciner Resources Credit
Facility and the Ciner Wyoming Credit Facility could impact our ability to fund
our requirements for liquidity and capital resources. Historically, we have not
made working capital borrowings to finance our operations. As of March 31, 2020,
we had a working capital balance of $156.2 million as compared to a working
capital balance of $116.0 million as of December 31, 2019. The primary driver
for the increase in our working capital balance was an increase in cash and cash
equivalents primarily related to borrowings under the Ciner Wyoming Credit
Facility and Ciner Wyoming Equipment Financing Arrangement during the three
months ended March 31, 2020.
Financial Assurance Regulatory Updates by the Wyoming Department of
Environmental Quality

We have a self-bond agreement (the "Self-Bond Agreement") with the Wyoming Department of Environmental Quality ("WDEQ") under which we currently commit to pay directly for reclamation costs. The amount of the bond was $36.2 million at both March 31, 2020 and December 31, 2019. In May 2019, the State of Wyoming enacted legislation that limits our and other mine operators' ability to self-bond, which will require us to seek other acceptable financial instruments to provide additional assurances for our reclamation obligations. We expect to provide such assurances by securing a third-party surety bond no later than November 2020 but we cannot guarantee the

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availability, costs and terms of such surety bond. As of the date of this Report, we anticipate that any such impact on our net income and liquidity will be limited. The amount of such surety guarantee is subject to change upon periodic re-evaluation by the WDEQ's Land Quality Division. For a discussion of risks in connection with future legislation relating to such financial assurances that could affect our business, financial condition and liquidity, please read Item IA, "Risk Factors--Risks Inherent in our Business and Industry--Our inability to acquire, maintain or renew financial assurances related to the reclamation and restoration of mining property could have a material adverse effect on our business, financial condition and results of operations," in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 9, 2020.



Capital Expenditures
Our operations require investments to expand, upgrade or enhance existing
operations and to meet evolving environmental and safety regulations. We
distinguish between maintenance and expansion capital expenditures. Maintenance
capital expenditures (including expenditures for the construction or development
of new capital assets or the replacement, improvement or expansion of existing
capital assets) are made to maintain, over the long term, our operating income
or operating capacity. Examples of maintenance capital expenditures are
expenditures to upgrade and replace mining equipment and to address equipment
integrity, safety and environmental laws and regulations. Our maintenance
capital expenditures do not include actual or estimated capital expenditures for
replacement of our trona reserves. Expansion capital expenditures are incurred
for acquisitions or capital improvements made to increase, over the long term,
our operating income or operating capacity. Examples of expansion capital
expenditures include the acquisition and/or construction of complementary assets
to grow our business and to expand existing facilities, such as projects that
increase production from existing facilities or reduce costs, to the extent such
capital expenditures are expected to increase our long-term operating capacity
or operating income.
The table below summarizes our capital expenditures, on an accrual basis:
                           Three Months Ended
                                March 31,
(In millions)                2020            2019
Capital Expenditures:
Maintenance           $      6.5            $  1.0
Expansion                    5.1              17.6
Total                 $     11.6            $ 18.6


During the three months ended March 31, 2020, we continued the increase of
maintenance capital expenditures that began in the second half of 2019 at our
Wyoming facility to both adequately maintain the facility's physical assets and
to improve its operational reliability. The decrease expansion capital
expenditures during the three months ended March 31, 2020 were because of the
completion our new co-generation facility, which began operating in March 2020,
that was in phase one of construction during the three months ended March 31,
2019.
Green River Expansion Project
We continue to develop plans and execute the early phases for a potential new
Green River Expansion Project that we believe will increase production levels up
to approximately 3.5 million tons of soda ash per year. We have recently
conducted the initial basic design and are currently evaluating and pursuing the
related permits and detailed cost analysis pursuant to the basic design.  This
project will require capital expenditures materially higher than have been
recently incurred by Ciner Wyoming. To maintain a disciplined financial policy
and what we believe is a conservative capital structure, we intend to pay for
the investment in part through cash generated by the business and in part
through debt. When considering the significant investment required by this
expansion and the infrastructure improvements designed to increase our overall
efficiency, we lowered our quarterly cash distributions beginning in May 2019 by
approximately 40% from previously announced cash distributions to satisfy
approximately 50% of the funding for the project, which we believe will continue
for the next several quarters depending upon business performance.

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Cash Flows Discussion The following is a summary of cash provided by or used in each of the indicated types of activities:


                               Three Months Ended
                                    March 31,
(In millions)                   2020          2019       Percent Increase/(Decrease)
Cash provided by (used in):
Operating activities        $     16.7      $   5.6                    198.2  %
Investing activities        $    (12.9 )    $ (24.7 )                  (47.8 )%
Financing activities        $     32.7      $  26.4                     23.9  %


Operating Activities
Our operating activities during the three months ended March 31, 2020 provided
cash of $16.7 million, an increase of 198.2% from the $5.6 million cash provided
during the three months ended March 31, 2019, primarily as a result of the
following:
•      $4.4 million of working capital used in operating activities during the
       three months ended March 31, 2020, compared to $26.2 million of working
       capital used in operating activities during the three months ended
       March 31, 2019. The $21.8 million decrease in working capital used in
       operating activities was primarily due to the $8.8 million decrease in due
       from affiliates for the three months ended March 31, 2020 compared to a
       $22.4 million increase for the three months ended March 31, 2019 primarily
       related to the timing of collections and lower sales to ANSAC; and


•      a decrease of 43.7% in net income of $11.0 million during the three months
       ended March 31, 2020, compared to $25.2 million for the prior-year period.


Investing Activities
We used cash flows of $12.9 million in investing activities during the three
months ended March 31, 2020, compared to $24.7 million during the three months
ended March 31, 2019, for capital projects as described in "Capital
Expenditures" above.
Financing Activities
Cash provided by financing activities of $32.7 million during the three months
ended March 31, 2020 increased by 23.9% over the prior-year cash provided by
financing activities, largely due to distributions paid during the three months
ended March 31, 2020 of $13.9 million being down $7.2 million or 34.1% compared
to the three months ended March 31, 2019.
Borrowings under the Ciner Wyoming Credit Facility were at variable interest
rates.
                                                                       As of and for the
                                                                         quarter ended
                                                                           March 31,
(Dollars in millions)                                                         2020
Short-term borrowings from banks:
Outstanding amount at period end                                     $          146.5
Weighted average interest rate at period end(1)                                  2.97 %
Average daily amount outstanding for the period                      $          131.7
Weighted average daily interest rate for the period(1)                           3.50 %
Maximum month-end amount outstanding during the period               $          146.5

(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 March 31, 2020, the interest rate swap contracts had an aggregate notional value of $50.0 million.

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Debt


See Part I, Item 1, Financial Statements - Note 4, "Debt" for table disclosure
of our long-term debt outstanding as of March 31, 2020 and December 31, 2019.
Ciner Wyoming Equipment Financing Arrangement
On March 26, 2020, Ciner Wyoming and the consolidated subsidiary of Ciner
Resources LP, and Banc of America Leasing & Capital, LLC, as lender (the
"Lender"), entered into an equipment financing arrangement (the "Ciner Wyoming
Equipment Financing Arrangement") including a Master Loan and Security
Agreement, dated as of March 25, 2020 (the "Master Agreement") and an Equipment
Security Note Number 001, dated as of March 25, 2020 (the "Initial Secured
Note"), which provides the terms and conditions for the debt financing of
certain equipment related to Ciner Wyoming's new natural gas-fired turbine
co-generation facility that became operational in March 2020.  Each equipment
financing under the Ciner Wyoming Equipment Financing Arrangement will be
evidenced by the execution of one or more equipment notes (including the Initial
Secured Note) that incorporate the terms and conditions of the Master Agreement
(each, an "Equipment Note"). In order to secure the payment and performance of
Ciner Wyoming's obligations under the Ciner Wyoming Equipment Financing
Arrangement and other debt obligations owed by Ciner Wyoming to Lender, Ciner
Wyoming granted to the Lender a continuing security interest in all of Ciner
Wyoming's right, title and interest in and to the Equipment (as defined in the
Master Agreement) and certain related collateral.
The Ciner Wyoming Equipment Financing Arrangement (1) incorporates all covenants
of Ciner Wyoming that are based upon a specified level or ratio relating to
assets, liabilities, indebtedness, rentals, net worth, cash flow, earnings,
profitability, or any other accounting-based measurement or test, now or
hereafter existing, in the Ciner Wyoming Credit Facility, or in any applicable
replacement credit facility accepted in writing by Lender and (2) includes
customary events of default subject to applicable grace periods, including,
among others, (i) payment defaults, (ii) certain mergers or changes in control
of Ciner Wyoming, (iii) cross defaults with certain other indebtedness (a) to
which the Lender is a party or (b) to third parties in excess of $10 million,
and (iv) the commencement of certain insolvency proceedings or related events
identified in the Master Agreement. Upon the occurrence of an event of default,
in its discretion, the Lender may exercise certain remedies, including, among
others, the ability to accelerate the maturity of any Equipment Note such that
all amounts thereunder will become immediately due and payable, to take
possession of the Equipment identified in any Equipment Note, and to charge
Ciner Wyoming a default rate of interest on all then outstanding or thereafter
incurred obligations under the Ciner Wyoming Equipment Financing Arrangement.
Among other things, the Initial Secured Note:
• has a principal amount of $30,000,000;



•         bears interest at a fixed rate of 2.4790% per annum until the principal
          amount of the Initial Secured Note is paid in full;

• has a maturity date of March 26, 2028;

• shall be payable by Ciner Wyoming to Lender in 96 consecutive monthly


          installments of principal and interest commencing on April 26, 2020 and
          continuing thereafter until the maturity date of the Initial Secured
          Note, which shall be in the amount of approximately $307,000 for the
          first 95 monthly installments and approximately $4,307,000 for the
          final monthly installment; and

• entitles Ciner Wyoming to prepay all (but not less than all) of the


          outstanding principal balance of the Initial Secured Note (together
          with all accrued interest and other charges and amounts owed
          thereunder) at any time after one (1) year from the date of the Initial
          Secured Note, subject to Ciner Wyoming paying to Lender an additional
          prepayment amount determined by the amount of principal balance prepaid
          and the date such prepayment is made.

Ciner Wyoming's balance under the Ciner Wyoming Equipment Financing Arrangement at March 31, 2020 was $30.0 million ($29.8 million net of financing costs). During three months ended March 31, 2020, Ciner Wyoming recorded of debt issuance costs in association with the Ciner Wyoming Equipment Financing Arrangement. At March 31, 2020, Ciner Wyoming was in compliance with all financial covenants of the Ciner Wyoming Equipment Financing Arrangement.

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Ciner Wyoming Credit Facility

On August 1, 2017, Ciner Wyoming entered into a Credit Agreement (as amended, the "Ciner Wyoming Credit Facility") with each of the lenders listed on the respective signature pages thereof and PNC Bank, National Association ("PNC Bank"), as administrative agent, swing line lender and a Letter of Credit ("L/C") issuer. On February 28, 2020, the Ciner Wyoming Credit Facility was amended to, among other things, increase flexibility for debt financing to be incurred by Ciner Wyoming in connection with its new natural gas-fired turbine co-generation facility, including, among other things (i) increasing the basket for purchase money indebtedness permitted from $5.0 million to $30.0 million; (ii) adding procedures for transition to a benchmark other than the Eurodollar Rate to determine the applicable interest rate (including reference to the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York), with provisions applying to that alternate benchmark; and (iii) adding customary new provisions relating to qualified financial contracts, sanctions and anti-money laundering rules and laws.

The Ciner Wyoming Credit Facility is a $225.0 million senior unsecured revolving credit facility with a syndicate of lenders, which will mature on the fifth anniversary of the closing date of such credit facility. The Ciner Wyoming Credit Facility provides for revolving loans to fund working capital requirements, capital expenditures, to consummate permitted acquisitions and for all other lawful partnership purposes. The Ciner Wyoming Credit Facility has an accordion feature that allows Ciner Wyoming to increase the available revolving borrowings under the facility by up to an additional $75.0 million, subject to Ciner Wyoming receiving increased commitments from existing lenders or new commitments from new lenders and the satisfaction of certain other conditions. In addition, the Ciner Wyoming Credit Facility includes a sublimit up to $20.0 million for same-day swing line advances and a sublimit up to $40.0 million for letters of credit. Ciner Wyoming's obligations under the Ciner Wyoming Credit Facility are unsecured.

The Ciner Wyoming Credit Facility contains various covenants and restrictive provisions that limit (subject to certain exceptions) Ciner Wyoming's ability to:



•make distributions on or redeem or repurchase units;
•incur or guarantee additional debt;
•make certain investments and acquisitions;
•incur certain liens or permit them to exist;
•enter into certain types of transactions with affiliates of Ciner Wyoming;
•merge or consolidate with another company; and
•transfer, sell or otherwise dispose of assets.

The Ciner Wyoming Credit Facility also requires quarterly maintenance of a consolidated leverage ratio (as defined in the Ciner Wyoming Credit Facility) of not more than 3.00 to 1.00 and a consolidated interest coverage ratio (as defined in the Ciner Wyoming Credit Facility) of not less than 3.00 to 1.00.

The Ciner Wyoming Credit Facility contains events of default customary for transactions of this nature, including (i) failure to make payments required under the Ciner Wyoming Credit Facility, (ii) events of default resulting from failure to comply with covenants and financial ratios in the Ciner Wyoming Credit Facility, (iii) the occurrence of a change of control, (iv) the institution of insolvency or similar proceedings against Ciner Wyoming and (v) the occurrence of a default under any other material indebtedness Ciner Wyoming may have. Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the Ciner Wyoming Credit Facility, the administrative agent shall, at the request of the Required Lenders (as defined in the Ciner Wyoming Credit Facility), or may, with the consent of the Required Lenders, terminate all outstanding commitments under the Ciner Wyoming Credit Facility and may declare any outstanding principal of the Ciner Wyoming Credit Facility debt, together with accrued and unpaid interest, to be immediately due and payable.

Under the Ciner Wyoming Credit Facility, a change of control is triggered if Ciner Corp and its wholly-owned subsidiaries, directly or indirectly, cease to own all of the equity interests, or cease to have the ability to elect a majority of the board of directors (or similar governing body) of our general partner (or any entity that performs the functions of the Partnership's general partner). In addition, a change of control would be triggered if the Partnership ceases to own at least 50.1% of the economic interests in Ciner Wyoming or ceases to have the ability to elect a majority of the members of Ciner Wyoming's board of managers.

Loans under the Ciner Wyoming Credit Facility bear interest at Ciner Wyoming's option at either:

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Eurodollar Rate does not adequately and fairly reflect the cost to such lenders of funding an applicable loan, the administrative agent in consultation with Ciner Wyoming, may establish an alternative interest rate for the applicable loan.

The unused portion of the Ciner Wyoming Credit Facility is subject to an unused line fee ranging from 0.225% to 0.300% per annum based on Ciner Wyoming's then current consolidated leverage ratio.

At March 31, 2020, Ciner Wyoming was in compliance with all financial covenants of the Ciner Wyoming Credit Facility. Ciner Resources Credit Facility



On August 1, 2017, the Partnership entered into a Credit Agreement (as amended,
the "Ciner Resources Credit Facility") with each of the lenders listed on the
respective signature pages thereof and PNC Bank, as administrative agent, swing
line lender and an L/C issuer. On February 28, 2020, the Ciner Resources Credit
Facility was amended to, among other things, increase flexibility for debt
financing to be incurred by Ciner Wyoming in connection with its new natural
gas-fired turbine co-generation facility, including, among other things (i)
increasing the basket for purchase money indebtedness permitted under the Ciner
Resources Credit Facility from $5.0 million to $30.0 million; (ii) adding
procedures under the Ciner Resources Credit Facility for transition to a
benchmark other than the Eurodollar Rate to determine the applicable interest
rate (including reference to the Secured Overnight Financing Rate published by
the Federal Reserve Bank of New York), with provisions applying to that
alternate benchmark; and (iii) adding customary new provisions relating to
qualified financial contracts, sanctions and anti-money laundering rules and
laws.
The Ciner Resources Credit Facility is a $10.0 million senior secured revolving
credit facility with a syndicate of lenders, which will mature on the fifth
anniversary of the closing date of such credit facility. The Ciner Resources
Credit Facility provides for revolving loans to be available to fund
distributions on the Partnership's units and working capital requirements and
capital expenditures, to consummate permitted acquisitions and for all other
lawful partnership purposes. The Ciner Resources Credit Facility includes a
sublimit up to $5.0 million for same-day swing line advances and a sublimit up
to $5.0 million for letters of credit. The Partnership's obligations under the
Ciner Resources Credit Facility are guaranteed by each of the Partnership's
material domestic subsidiaries other than Ciner Wyoming. In addition, the
Partnership's obligations under the Ciner Resources Credit Facility are secured
by a pledge of substantially all of the Partnership's assets (subject to certain
exceptions), including the membership interests held in Ciner Wyoming by the
Partnership.
The Ciner Resources Credit Facility contains various covenants and restrictive
provisions that limit (subject to certain exceptions) the Partnership's ability
to (and the ability of the Partnership's subsidiaries, including without
limitation, Ciner Wyoming to):

• make distributions on or redeem or repurchase units;
• incur or guarantee additional debt;
• make certain investments and acquisitions;
• incur certain liens or permit them to exist;
• enter into certain types of transactions with affiliates;
• merge or consolidate with another company; and
• transfer, sell or otherwise dispose of assets.

The Ciner Resources Credit Facility also requires quarterly maintenance of a consolidated leverage ratio (as defined in the Ciner Resources Credit Facility) of not more than 3.00 to 1.00 and a consolidated interest coverage ratio (as defined in the Ciner Resources Credit Facility) of not less than 3.00 to 1.00.

In addition, the Ciner Resources Credit Facility contains events of default customary for transactions of this nature, including (i) failure to make payments required under the Ciner Resources Credit Facility, (ii) events of default resulting from failure to comply with covenants and financial ratios, (iii) the occurrence of a change of control, (iv) the institution of insolvency or similar proceedings against the Partnership or its material subsidiaries and (v) the occurrence of a default under any other material indebtedness the Partnership (or any of its subsidiaries) may have, including the Ciner Wyoming Credit Facility. Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the Ciner Resources Credit Facility, the lenders may terminate all outstanding commitments under the Ciner Resources Credit Facility and may declare any outstanding principal of the Ciner Resources Credit Facility debt, together with accrued and unpaid interest, to be immediately due and payable.

Under the Ciner Resources Credit Facility, a change of control is triggered if Ciner Corp and its wholly-owned subsidiaries, directly or indirectly, cease to own all of the equity interests, or cease to have the ability to elect a majority of the board of directors (or similar governing body) of, Ciner Holdings or Ciner GP (or any entity that performs the functions of the Partnership's general partner). In addition, a change of control would be triggered if the Partnership ceases to own at least 50.1% of the economic interests in Ciner Wyoming or ceases to have the ability to elect a majority of the members of Ciner Wyoming's board of managers.

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Loans under the Ciner Resources Credit Facility bear interest at our option at either:

•a Base Rate, which equals the highest of (i) the federal funds rate in effect on such day plus 0.50%, (ii) the administrative agent's prime rate in effect on such day or (iii) one-month LIBOR plus 1.0%, in each case, plus an applicable margin; or •Eurodollar Rate plus an applicable margin; provided, that with respect to an applicable loan, if the Eurodollar Rate cannot be determined by the administrative agent or if the administrative agent or certain lenders determined that the Eurodollar Rate does not adequately and fairly reflect the cost to such lenders of funding an applicable loan, the administrative agent in consultation with Ciner Resources, may establish an alternative interest rate for the applicable loan.

The unused portion of the Ciner Resources Credit Facility is subject to an unused line fee ranging from 0.225% to 0.300% based on our then current consolidated leverage ratio.

At March 31, 2020, the Partnership was in compliance with all financial covenants of the Ciner Resources Credit Facility.

WE Soda and Ciner Enterprises Facilities Agreement

On August 1, 2018, Ciner Enterprises, the entity that indirectly owns and controls our general partner, refinanced its existing credit agreement and entered into a new facilities agreement, to which WE Soda and Ciner Enterprises (as borrowers), and KEW Soda, WE Soda, certain related parties and Ciner Enterprises, Ciner Holdings and Ciner Corp (as original guarantors and together with the borrowers, the "Ciner obligors"), are parties (as amended and restated or otherwise modified, the "Facilities Agreement"), and certain related finance documents. The Facilities Agreement expires on August 1, 2025.

Even though neither the Partnership nor Ciner Wyoming is a party or a guarantor under the Facilities Agreement, while any amounts are outstanding under the Facilities Agreement we will be indirectly affected by certain affirmative and restrictive covenants that apply to WE Soda and its subsidiaries (which include us). Besides the customary covenants and restrictions, the Facilities Agreement includes provisions that, without a waiver or amendment approved by lenders whose commitments are more than 66-2/3% of the total commitments under the Facilities Agreement to undertake such action, would (i) prevent transactions with our affiliates that could reasonably be expected to materially and adversely affect the interests of certain finance parties, (ii) restrict the ability to amend our limited partnership agreement or the general partner's limited liability company agreement or our other constituency documents if such amendment could reasonably be expected to materially and adversely affect the interests of the lenders to the Facilities Agreement; and (iii) prevent actions that enable certain restrictions or prohibitions on our ability to upstream cash (including via distributions) to the borrowers under the Facilities Agreement. In addition, while the general partner's interest is not subject to a lien under the Facilities Agreement, Ciner Enterprises' ownership in Ciner Holdings, which directly owns the general partner, is subject to a lien under the Facilities Agreement, which enables the lenders under the Facilities Agreement to foreclose on such collateral and take control of the general partner if any of WE Soda or KEW Soda or certain of their related parties, or Ciner Enterprises, Ciner Corp or Ciner Holdings is unable to satisfy its respective obligations under the Facilities Agreement. As of March 31, 2020, WE Soda was in compliance with the covenants under the Facilities Agreement. However given the uncertainty surrounding the negative financial impact of COVID-19 on the economy, WE Soda management anticipates that, in the absence of a waiver, there are scenarios whereby WE Soda may not be in compliance with certain covenants within the next 12 months and there is no assurance that such waiver may be obtained, if required.

Contractual Obligations



During the three months ended March 31, 2020, there were no material changes
with respect to the contractual obligations disclosed in our Annual Report on
Form 10-K for the year ended December 31, 2019, filed with the SEC on March 9,
2020 (the "2019 Annual Report") other than as described below.
•      As discussed above, on March 26, 2020, we entered into the Ciner Wyoming
       Equipment Financing Arrangement;



•      At March 31, 2020, borrowings under the Ciner Wyoming Credit Facility
       increased by $17.0 million from December 31, 2019. The increase in
       borrowings was partially offset by a decrease in the interest rate on the
       Ciner Wyoming Credit Facility.

As a result of the above, our long-term debt and related interest obligations outstanding increased by $48.3 million.



Off-Balance Sheet Arrangements
See Part I, Item 1, Financial Statements - Note 9, Commitments and Contingencies
- "Off-Balance Sheet Arrangements", for additional details.
Critical Accounting Policies
There have been no other material changes in critical accounting policies
followed by us during the three months ended March 31, 2020 from those disclosed
in the 2019 Annual Report.
Recently Issued Accounting Standards
Accounting standards recently issued are discussed in Item 1. Financial
Statements - Note 1, "Corporate Structure and Summary of Significant Accounting
Policies", in the notes to unaudited condensed consolidated financial
statements.
Non-GAAP Financial Measures
We report our financial results in accordance with generally accepted accounting
principles in the United States ("GAAP"). We also present the non-GAAP financial
measures of:
•Adjusted EBITDA;
•distributable cash flow; and
•distribution coverage ratio.
We define Adjusted EBITDA as net income (loss) plus net interest expense, income
tax, depreciation, depletion and amortization, equity-based compensation expense
and certain other expenses that are non-cash charges or that we consider not to
be indicative of ongoing operations. Distributable cash flow is defined as
Adjusted EBITDA less net cash paid for interest, maintenance capital
expenditures and income taxes, each as attributable to Ciner Resources LP. The
Partnership may fund expansion-related capital expenditures with borrowings
under existing credit facilities such that expansion-related capital
expenditures will have no impact on cash on hand or the calculation of cash
available for distribution.  In certain instances, the timing of the
Partnership's borrowings and/or its cash management practices will result in a
mismatch between the period of the borrowing and the period of the capital
expenditure.  In those instances, the Partnership adjusts designated reserves
(as provided in our partnership agreement) to take account of the timing
difference. Accordingly, expansion-related capital expenditures have been
excluded from the presentation of cash available for distribution. Distributable
cash flow will not reflect changes in working capital balances. We define
distribution coverage ratio as the ratio of distributable cash flow as of the
end of the period to cash distributions payable with respect to such period.
Adjusted EBITDA, distributable cash flow and distribution coverage ratio are
non-GAAP supplemental financial measures that management and external users of
our consolidated financial statements, such as industry analysts, investors,
lenders and rating agencies, may use to assess:
•        our operating performance as compared to other publicly traded
         partnerships in our industry, without regard to historical cost basis
         or, in the case of Adjusted EBITDA, financing methods;


•        the ability of our assets to generate sufficient cash flow to make
         distributions to our unitholders;

• our ability to incur and service debt and fund capital expenditures; and




•        the viability of capital expenditure projects and the returns on
         investment of various investment opportunities.

We believe that the presentation of Adjusted EBITDA, distributable cash flow and distribution coverage ratio provide useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA and distributable cash flow are net income and net cash provided by operating activities. Our non-GAAP financial measures of Adjusted EBITDA, distributable cash flow and distribution coverage ratio should not be considered as alternatives to GAAP net income, operating income, net cash provided by operating activities, or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some, but not all items that affect net income and net cash provided by operating activities. Investors should not consider Adjusted EBITDA, distributable cash flow and distribution coverage ratio in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA, distributable cash flow and distribution coverage ratio may be defined differently by other companies, including those in our industry, our definition of Adjusted EBITDA, distributable cash flow and distribution coverage ratio may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. The table below presents a reconciliation of the non-GAAP financial measures of Adjusted EBITDA and distributable cash flow to the GAAP financial measures of net income and net cash provided by operating activities:

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                                                                    Three Months Ended
                                                                         March 31,
(In millions, except per unit data)                                 2020            2019
Reconciliation of Adjusted EBITDA to net income:
Net income                                                      $     14.2       $   25.2
Add backs:
Depreciation, depletion and amortization expense                       6.5            6.3
Interest expense, net                                                  1.3            1.3
Equity-based compensation expense, net of forfeitures                  0.4            0.4
Adjusted EBITDA                                                 $     22.4       $   33.2
Less: Adjusted EBITDA attributable to non-controlling interest        11.2           16.5
Adjusted EBITDA attributable to Ciner Resources LP              $     11.2       $   16.7

Reconciliation of distributable cash flow to Adjusted EBITDA attributable to Ciner Resources LP: Adjusted EBITDA attributable to Ciner Resources LP

$     11.2       $   16.7

Less: Cash interest (income) expense, net attributable to Ciner Resources LP

                                                          (0.5 )          0.6

Less: Maintenance capital expenditures attributable to Ciner Resources LP

                                                           2.7            0.5

Distributable cash flow attributable to Ciner Resources LP $ 9.0 $ 15.6



Cash distribution declared per unit                             $    0.340       $  0.340

Total distributions to unitholders and general partner $ 6.8 $ 6.8 Distribution coverage ratio

                                           1.32           2.29

Reconciliation of Adjusted EBITDA to net cash from operating activities: Net cash provided by operating activities

$     16.7       $    5.6

Add/(less):


Net change in working capital                                          4.4           26.2
Interest expense, net                                                  1.3            1.3
Other non-cash items                                                     -            0.1
Adjusted EBITDA                                                 $     22.4       $   33.2
Less: Adjusted EBITDA attributable to non-controlling interest        11.2           16.5
Adjusted EBITDA attributable to Ciner Resources LP              $     11.2       $   16.7

Less: Cash interest expense, net attributable to Ciner Resources LP

                                                          (0.5 )          0.6

Less: Maintenance capital expenditures attributable to Ciner Resources LP

                                                           2.7            0.5

Distributable cash flow attributable to Ciner Resources LP $ 9.0 $ 15.6

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Sisecam Resources Retains Quarterly Distribution at $0.50 a Share, Payable May 18 to Unitholders of Record on May 10	23-04-28	MT
Earnings Flash (SIRE) SISECAM RESOURCES LP Posts Q1 Revenue $207.1M	23-04-28	MT
Sisecam Resources LP Announces Production Results for the First Quarter Ended March 31, 2023	23-04-28	CI
Sisecam Resources LP Reports Earnings Results for the First Quarter Ended March 31, 2023	23-04-28	CI
Sisecam Resources LP Announces Cash Distribution for the First Quarter of 2023, Payable on May 18, 2023	23-04-28	CI
Sisecam Resources to be Acquired by Sisecam Chemicals	23-02-02	MT
Earnings Flash (SIRE) SISECAM RESOURCES LP Reports Q4 Revenue $177.1M	23-02-01	MT
Sisecam Resources LP Declares Dividend for the Fourth Quarter of 2022, Payable on February 23, 2023	23-02-01	CI
Sisecam Resources LP Reports Earnings Results for the Fourth Quarter and Full Year Ended December 31, 2022	23-02-01	CI
Earnings Flash (SIRE) SISECAM RESOURCES LP Posts Q3 Revenue $190.5M	22-10-28	MT
Sisecam Resources LP Announces Cash Distribution for the Third Quarter of 2022, Payable on November 17, 2022	22-10-28	CI
Sisecam Resources LP Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2022	22-10-28	CI
Sisecam Resources LP Reports Production Results for the Third Quarter and Nine Months Ended September 30, 2022	22-10-28	CI
Sisecam Resources Posts Higher Q2 Profit, Sales	22-08-01	MT
Sisecam Resources Maintains Quarterly Distribution of $0.50 Per Unit, Payable Aug. 23 to Holders as of Aug. 10	22-08-01	MT
Sisecam Resources LP Reports Earnings Results for the Second Quarter and Six Months Ended June 30, 2022	22-07-29	CI
Sisecam Resources LP Announces Quarterly Cash Distribution, Payable on August 23, 2022	22-07-29	CI
Sisecam Chemicals Offers to Acquire Units of Sisecam Resources	22-07-06	MT
Sisecam Chemicals Resources Submits Proposal to Buy Sisecam Resources For $17.90/Shr	22-07-06	MT
Sisecam Resources LP Reports Earnings Results for the First Quarter Ended March 31, 2022	22-05-02	CI
Sisecam Resources Cuts Quarterly Dividend to $0.50 Per Share From $0.65, Payable May 18 to Shareholders on Record May 10	22-04-29	MT
Sisecam Resources LP Announces Quarterly Cash Distribution for the First Quarter of 2022, Payable on May 18, 2022	22-04-29	CI
Earnings Flash (SIRE) CINER RESOURCES LP Reports Q4 Revenue $156M	22-03-14	MT
Sisecam Resources LP Reports Earnings Results for the Full Year Ended December 31, 2021	22-03-14	CI
Sisecam Resources LP Reports Earnings Results for the Fourth Quarter Ended December 31, 2021	22-03-14	CI

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THE FERTILISERS AND CHEMICALS TRAVANCORE LIMITED	-17.16%	5.06B
JORDAN PHOSPHATE MINES CO. PLC	+20.95%	4.51B

Sisecam Resources LP

Equities

CINR

US1724641097

Agricultural Chemicals

CINER RESOURCES LP : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

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Sector Other Agricultural Chemicals