Sisecam Resources 10Q 2019 Q3 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019



OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________

Commission file number: 001-36062

CINER RESOURCES LP

(Exact name of registrant as specified in its charter)



DELAWARE (State or other jurisdiction of Incorporation or Organization)	46-2613366 (I.R.S. Employer Identification No.)

Five Concourse Parkway

Suite 2500

Atlanta, Georgia 30328

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (770) 375-2300

Former name, former address and former fiscal year, if changed since last report: N/A

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common units representing limited partnership interests	CINR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ¨	Accelerated filer x	Non-accelerated filer ¨	Smaller reporting company ¨
			Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ¨ No x

The registrant had 19,757,938 common units and 399,000 general partner units outstanding at November 1, 2019, the most recent practicable date.

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CINER RESOURCES LP

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

References in this Quarterly Report on Form 10-Q (“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 Şirketi (“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 sold to various domestic and international customers including American Natural Soda Ash Corporation (“ANSAC”), which is currently an affiliate for export sales.

We include cross references to captions elsewhere in this Report, where you can find related additional information. The following table of contents tells you where to find these captions.



	Page Number

Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2019 and December 31, 2018	3
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2019 and 2018	4
Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2019 and 2018	5
Condensed Consolidated Statements of Equity (Unaudited) as of September 30, 2019 and 2018	6
Notes to the Unaudited Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures about Market Risk	36
Item 4. Controls and Procedures	36

Part II - Other Information
Item 1. Legal Proceedings	37
Item 1A. Risk Factors	37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3. Defaults Upon Senior Securities	37
Item 4. Mine Safety Disclosures	37
Item 5. Other Information	37
Item 6. Exhibits	38
Signatures	40

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CINER RESOURCES LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



	As of
(In millions)	September 30, 2019			December 31, 2018

ASSETS
Current assets:
Cash and cash equivalents	$	12.2		$	10.2
Accounts receivable—affiliates	100.2			70.1
Accounts receivable, net	39.6			36.9
Inventory	21.9			22.3
Other current assets	1.4			2.0
Total current assets	175.3			141.5
Property, plant and equipment, net	287.8			266.7
Other non-current assets	26.4			26.4
Total assets	$	489.5		$	434.6
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	17.6		$	17.6
Due to affiliates	4.7			2.6
Accrued expenses	36.5			44.4
Total current liabilities	58.8			64.6
Long-term debt	133.0			99.0
Other non-current liabilities	10.0			10.9
Total liabilities	201.8			174.5
Commitments and contingencies (See Note 10)
Equity:
Common unitholders - Public and Ciner Holdings (19.7 units issued and outstanding at September 30, 2019 and December 31, 2018)	166.8			153.8
General partner unitholders - Ciner Resource Partners LLC (0.4 units issued and outstanding at September 30, 2019 and December 31, 2018)	4.2			3.9
Accumulated other comprehensive loss	(4.2		)	(3.8		)
Partners’ capital attributable to Ciner Resources LP	166.8			153.9
Non-controlling interest	120.9			106.2
Total equity	287.7			260.1
Total liabilities and partners’ equity	$	489.5		$	434.6

See accompanying notes.

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CINER RESOURCES LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions, except per unit data)	2019			2018			2019			2018
Net Sales:
Sales—affiliates	$	80.4		$	63.4		$	239.7		$	178.9
Sales—others	56.8			60.0			157.7			175.6
Net sales	137.2			123.4			397.4			354.5
Operating costs and expenses:
Cost of products sold including freight costs (excludes depreciation, depletion and amortization expense set forth separately below)	93.9			90.0			274.7			265.1
Depreciation, depletion and amortization expense	6.8			7.3			20.0			21.4
Selling, general and administrative expenses—affiliates	4.4			4.3			15.2			13.5
Selling, general and administrative expenses—others	0.7			1.8			4.3			5.4
Litigation settlement	—			—			—			(27.5		)
Total operating costs and expenses	105.8			103.4			314.2			277.9
Operating income	31.4			20.0			83.2			76.6
Other income (expenses):
Interest income	0.1			0.3			0.3			1.7
Interest expense	(1.6		)	(1.3		)	(4.6		)	(3.8		)
Other, net	—			—			—			(0.1		)
Total other expense, net	(1.5		)	(1.0		)	(4.3		)	(2.2		)
Net income	$	29.9		$	19.0		$	78.9		$	74.4
Net income attributable to non-controlling interest	15.1			10.0			40.5			38.5
Net income attributable to Ciner Resources LP	$	14.8		$	9.0		$	38.4		$	35.9
Other comprehensive loss:
Income/(loss) on derivative financial instruments	$	(1.1	)	$	1.7		$	(0.7	)	$	(1.5	)
Comprehensive income	28.8			20.7			78.2			72.9
Comprehensive income attributable to non-controlling interest	14.6			10.9			40.2			37.8
Comprehensive income attributable to Ciner Resources LP	$	14.2		$	9.8		$	38.0		$	35.1

Net income per limited partner unit:										��
Net income per limited partner unit (basic)	$	0.74		$	0.44		$	1.91		$	1.78
Net income per limited partner unit (diluted)	$	0.73		$	0.44		$	1.90		$	1.78

Limited partner units outstanding:
Weighted average limited partner units outstanding (basic)	19.7			19.7			19.7			19.7
Weighted average limited partner units outstanding (diluted)	19.7			19.7			19.8			19.7

See accompanying notes.

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CINER RESOURCES LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Nine Months Ended September 30,
(In millions)	2019			2018

Cash flows from operating activities:
Net income	$	78.9		$	74.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization expense	20.2			21.7
Equity-based compensation expenses	0.4			1.5
Other non-cash items	0.3			0.2
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable—affiliates	(30.0		)	34.0
Accounts receivable, net	(2.7		)	(4.6		)
Inventory	—			(0.9		)
Other current and non current assets	0.7			0.3
Increase (decrease) in:
Accounts payable	(1.2		)	2.2
Due to affiliates	2.1			(0.2		)
Accrued expenses and other liabilities	(0.3		)	2.8
Net cash provided by operating activities	68.4			131.4
Cash flows from investing activities:
Capital expenditures	(49.3		)	(25.3		)
Net cash used in investing activities	(49.3		)	(25.3		)
Cash flows from financing activities:
Borrowings on Ciner Wyoming credit facility	95.0			82.0
Repayments on Ciner Wyoming credit facility	(61.0		)	(120.5		)
Common units surrendered for taxes	(0.5		)	(0.3		)
Distributions to common unitholders	(24.6		)	(33.4		)
Distributions to general partner	(0.5		)	(0.7		)
Distributions to non-controlling interest	(25.5		)	(36.8		)
Net cash used in financing activities	(17.1		)	(109.7		)
Net increase/(decrease) in cash and cash equivalents	2.0			(3.6		)
Cash and cash equivalents at beginning of period	10.2			30.2
Cash and cash equivalents at end of period	$	12.2		$	26.6

See accompanying notes.

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CINER RESOURCES LP

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)



	Common Unitholders			General Partner			Accumulated Other Comprehensive Loss			Partners’ Capital Attributable to Ciner Resources LP Equity			Non-controlling Interest			Total Equity
(In millions)	Common Unitholders			General Partner			Accumulated Other Comprehensive Loss			Partners’ Capital Attributable to Ciner Resources LP Equity			Non-controlling Interest			Total Equity
Balance at December 31, 2017	$	148.3		$	3.8		$	(3.7	)	$	148.4		$	99.8		$	248.2
Net income	9.9			0.2			—			10.1			10.8			20.9
Other comprehensive income/(loss)	—			—			(1.1		)	(1.1		)	(1.1		)	(2.2		)
Equity-based compensation plan activity	(0.1		)	—			—			(0.1		)	—			(0.1		)
Distributions	(11.1		)	(0.2		)	—			(11.3		)	(12.3		)	(23.6		)
Balance at March 31, 2018	147.0			3.8			(4.8		)	146.0			97.2			243.2
Net income	16.5			0.3			—			16.8			17.7			34.5
Other comprehensive income/(loss)	—			—			(0.5		)	(0.5		)	(0.5		)	(1.0		)
Equity-based compensation plan activity	0.6			—			—			0.6			—			0.6
Distributions	(11.2		)	(0.3		)	—			(11.5		)	(12.2		)	(23.7		)
Balance at June 30, 2018	152.9			3.8			(5.3		)	151.4			102.2			253.6
Net income	8.7			0.3			—			9.0			10.0			19.0
Other comprehensive income/(loss)	—			—			0.8			0.8			0.9			1.7
Equity-based compensation plan activity	0.4			—			—			0.4			—			0.4
Distributions	(11.1		)	(0.2		)	—			(11.3		)	(12.3		)	(23.6		)
Balance at September 30, 2018	$	150.9		$	3.9		$	(4.5	)	$	150.3		$	100.8		$	251.1

Balance at December 31, 2018	$	153.8		$	3.9		$	(3.8	)	$	153.9		$	106.2		$	260.1
Net income	12.1			0.2			—			12.3			12.9			25.2
Other comprehensive income/(loss)	—			—			1.0			1.0			1.0			2.0
Equity-based compensation plan activity	(0.3		)	—			—			(0.3		)	—			(0.3		)
Distributions	(11.1		)	(0.2		)	—			(11.3		)	(9.8		)	(21.1		)
Balance at March 31, 2019	154.5			3.9			(2.8		)	155.6			110.3			265.9
Net income	11.0			0.3			—			11.3			12.5			23.8
Other comprehensive income/(loss)	—			—			(0.8		)	(0.8		)	(0.8		)	(1.6		)
Equity-based compensation plan activity	0.7			—			—			0.7			—			0.7
Distributions	(6.8		)	(0.2		)	—			(7.0		)	(9.2		)	(16.2		)
Balance at June 30, 2019	159.4			4.0			(3.6		)	159.8			112.8			272.6
Net income	14.5			0.3			—			14.8			15.1			29.9
Other comprehensive income/(loss)	—			—			(0.6		)	(0.6		)	(0.5		)	(1.1		)
Equity-based compensation plan activity	(0.4		)	—			—			(0.4		)	—			(0.4		)
Distributions	(6.7		)	(0.1		)	—			(6.8		)	(6.5		)	(13.3		)
Balance at September 30, 2019	$	166.8		$	4.2		$	(4.2	)	$	166.8		$	120.9		$	287.7

See accompanying notes.

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CINER RESOURCES LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. CORPORATE STRUCTURE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

The unaudited condensed consolidated financial statements are composed of Ciner Resources LP (the “Partnership,” “CINR,” “Ciner Resources,” “we,” “us,” or “our”), a publicly traded Delaware limited partnership, and its consolidated subsidiary, Ciner Wyoming LLC (“Ciner Wyoming”), which is in the business of mining trona ore to produce soda ash. The Partnership’s operations consist solely of its investment in Ciner Wyoming. The Partnership was formed in April 2013 by Ciner Wyoming Holding Co. (“Ciner Holdings”), a 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 Şirketi (“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. The Partnership owns a controlling interest comprised of 51.0% membership interest in Ciner Wyoming. All of our soda ash processed is currently sold to various domestic and international customers, including ANSAC which is an affiliate for export sales. All mining and processing activities of Ciner Wyoming take place in one facility located in the Green River Basin of Wyoming.

Basis of Presentation and Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applicable to interim period financial statements and reflect all adjustments, consisting of normal recurring accruals, which are necessary for fair presentation of the results of operations, financial position and cash flows for the periods presented. All intercompany transactions, balances, revenue and expenses have been eliminated in consolidation. The results of operations for the nine months ended September 30, 2019 and 2018 are not necessarily indicative of the operating results for the full year.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Annual Report”). As of January 1, 2019, we adopted the guidance outlined in Accounting Standards Codification (“ASC”) Standard 842, Leases (“ASC 842”). For further information on the Partnership’s adoption of this standard, refer to “Recently Issued Accounting Pronouncements” below. There have been no other material changes in the significant accounting policies followed by us during the nine months ended September 30, 2019 from those disclosed in the 2018 Annual Report.

Non-controlling interests

NRP Trona LLC, a wholly-owned subsidiary of Natural Resource Partners L.P. ("NRP"), currently owns a 49.0% membership interest in Ciner Wyoming.

Use of Estimates

The preparation of these unaudited condensed consolidated financial statements, in accordance with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Subsequent Events

We have evaluated subsequent events through the filing date of this Quarterly Report on Form 10-Q.

Recently Issued Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) to increase the transparency and comparability about leases among entities. Additional ASUs have been issued subsequent to ASU 2016-02 to provide supplementary clarification and implementation guidance for leases related to, among other things, the application of certain practical expedients, the rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. ASU 2016-02 and these additional ASUs are now codified as ASC 842. Pursuant to these updates, accounting for leases by lessors remains largely unchanged from current guidance. The update requires that lessees recognize a lease liability and a right of use asset for all leases (with the exception of short-term leases) at the commencement date of the lease and disclose key information about

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leasing arrangements. For leases less than 12 months, an entity is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The Partnership made this election upon adoption. The Partnership adopted ASC 842 effective January 1, 2019 using a modified retrospective approach under which prior comparative periods will not be adjusted, as permitted by the guidance. The Partnership has determined that the adoption of the new standard did not have a material impact on the balance sheet or statement of operations because the Partnership has no material long term leases that are subject to ASC 842. Ciner Corp was determined to be the ultimate lessee for rail car lease agreements under ASC 842, and the Partnership will continue to incur an allocation of rent expense in relation to the use of rail cars leased by Ciner Corp.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (“ASU Topic 815”) – Targeted Improvements to Accounting for Hedging Activities. ASU Topic 815 aims to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, ASU Topic 815 makes certain targeted improvements to simplify the application of the existing hedge accounting guidance. ASU Topic 815 is effective for us beginning in the first quarter of 2019, with early application permitted. The Partnership adopted ASU Topic 815 effective January 1, 2019 and concluded there is no material impact to the Partnership’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2018-15”), which amends ASC 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. ASU 2018-15 amends ASC 350 and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in a CCA. The ASU does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. Entities are permitted to apply either a retrospective or prospective transition approach to adopt the guidance. ASU 2018-15 is effective for us beginning after December 15, 2019. The Partnership is in the process of evaluating the ASU but does not expect any material impact to the Partnership’s consolidated financial statements.

2. NET INCOME PER UNIT AND CASH DISTRIBUTION

Allocation of Net Income

Net income per unit applicable to limited partners is computed by dividing limited partners’ interest in net income attributable to Ciner Corp, after deducting the general partner’s interest and any incentive distributions, by the weighted average number of outstanding common units. Our net income is allocated to the general partner and limited partners in accordance with their respective partnership percentages, after giving effect to priority income allocations for incentive distributions, if any, to our general partner, pursuant to our partnership agreement. Earnings in excess of distributions are allocated to the general partner and limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit.

In addition to the common units, we have also identified the general partner interest and incentive distribution rights (“IDRs”) as participating securities and use the two-class method when calculating the net income per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Potentially anti-dilutive units outstanding were immaterial for both the three and nine months ended September 30, 2019 and 2018.

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The net income attributable to limited partner unitholders and the weighted average units for calculating basic and diluted net income per limited partner units were as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per unit data)	2019		2018		2019		2018
Numerator:
Net income attributable to Ciner Resources LP	$	14.8	$	9.0	$	38.4	$	35.9
Less: General partner’s interest in net income	0.3		0.3		0.8		0.8
Total limited partners’ interest in net income	$	14.5	$	8.7	$	37.6	$	35.1

Denominator:
Weighted average limited parter units outstanding:
Weighted average limited partner units outstanding (basic)	19.7		19.7		19.7		19.7
Weighted average limited partner units outstanding (diluted)	19.7		19.7		19.8		19.7

Net income per limited partner units:
Net income per limited partner unit (basic)	$	0.74	$	0.44	$	1.91	$	1.78
Net income per limited partner unit (diluted)	$	0.73	$	0.44	$	1.90	$	1.78

The calculation of limited partners’ interest in net income is as follows:



	Three Months Ended September 30,					Nine Months Ended September 30,
(In millions)	2019		2018			2019		2018
Net income attributable to common unitholders:
Distributions⁽¹⁾	$	6.7	$	11.2		$	20.1	$	33.4
Undistributed earnings (Distributions in excess) of net income	7.8		(2.5		)	17.5		1.7
Common unitholders’ interest in net income	$	14.5	$	8.7		$	37.6	$	35.1


⁽¹⁾Distributions declared per limited partner unit for the period	$	0.340	$	0.567		$	1.020	$	1.701

Quarterly Distribution Declared

On October 29, 2019, the Partnership declared its third quarter 2019 quarterly cash distribution of $0.340 per unit. The quarterly cash distribution is payable on November 20, 2019 to unitholders of record on November 8, 2019. While we are working on finalizing our capital plans for a new expansion project that we believe will significantly increase production levels up to approximately 3.5 million tons of soda ash per year, such plans will require capital expenditures materially higher than have been incurred by Ciner Wyoming in recent years. 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 for each of the first three quarters of 2019, we lowered our quarterly cash distributions as compared to 2018 quarterly cash distributions in order to satisfy approximately 50% of the funding for the project, which we believe will continue for the next 8-10 quarters depending upon business performance. Subject to our business performance, we intend to maintain the Partnership quarterly cash distribution of $0.340 per unit, until such targets are met, though there can be no assurance that such level will be maintained for future quarters.

Our general partner has considerable discretion in determining the amount of available cash, the amount of distributions and the decision to make any distribution. Although our partnership agreement requires that we distribute all of our available cash quarterly, there is no guarantee that we will make quarterly cash distributions to our unitholders at our current quarterly distribution level, at the minimum quarterly distribution level or at any other rate, and we have no legal obligation to do so.

General Partner Interest and Incentive Distribution Rights

Our partnership agreement provides that our general partner initially will be entitled to 2.0% of all distributions that we make prior to our liquidation. Our general partner has the right, but not the obligation, to contribute up to a proportionate amount of capital to us in order to maintain its 2.0% general partner interest if we issue additional units (other than the issuance of common units upon a reset of the IDRs). Our general partner currently has an approximate 2.0% ownership interest in the partnership. Our partnership agreement

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does not require that our general partner fund its capital contribution with cash. It may, instead, fund its capital contribution by contributing to us common units or other property.

IDRs represent the right to receive increasing percentages (13.0%, 23.0% and 48.0%) of quarterly distributions from operating surplus after we have achieved the minimum quarterly distribution and the target distribution levels. Our general partner currently holds the IDRs, but may transfer these rights separately from its general partner interest, subject to certain restrictions in our partnership agreement.

Percentage Allocations of Distributions from Operating Surplus

The following table illustrates the percentage allocations of distributions from operating surplus between the unitholders and our general partner based on the specified target distribution levels. The amounts set forth under the column heading “Marginal Percentage Interest in Distributions” are the percentage interests of our general partner and the unitholders in any distributions from operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution per Unit Target Amount.” The percentage interests shown for our unitholders and our general partner for the minimum quarterly distribution also apply to quarterly distribution amounts that are less than the minimum quarterly distribution, including for the declared quarterly distributions of $0.340 per unit for the third quarter of 2019. Under the Partnership agreement, our general partner has considerable discretion to determine the amount of available cash (as defined therein) for distribution each quarter to the Partnership’s unitholders, including discretion to establish cash reserves that would limit the amount of available cash eligible for distribution to the Partnership’s unitholders for any quarter. The Partnership does not guarantee that it will pay the target amount of the minimum quarterly distribution listed below (or any distributions) on its units in any quarter. The percentage interests set forth below for our general partner (1) include its 2.0% general partner interest, (2) assume that our general partner has contributed any additional capital necessary to maintain its 2.0% general partner interest, (3) assume that our general partner has not transferred its IDRs and (4) assume there are no arrearages on common units.



		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	%

3. INVENTORY

Inventory consisted of the following:



	As of
(In millions)	September 30, 2019		December 31, 2018
Raw materials	$	9.3	$	10.9
Finished goods	6.6		5.1
Stores inventory	6.0		6.3
Total	$	21.9	$	22.3

4. DEBT

Long-term debt consisted of the following:



	As of
(In millions)	September 30, 2019		December 31, 2018
Ciner Wyoming Credit Facility, unsecured principal expiring on August 1, 2022, variable interest rate as a weighted average rate of 3.56% and 3.99% at September 30, 2019 and December 31, 2018, respectively	$	133.0	$	99.0
Total debt	133.0		99.0
Current portion of long-term debt	—		—
Total long-term debt	$	133.0	$	99.0

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Aggregate maturities required on long-term debt at September 30, 2019 are due in future years as follows:



(In millions)	Amount
2020	$	—
2021	$	—
2022	133.0
2023 to 2025 and beyond	—
Total	$	133.0

5. OTHER NON-CURRENT LIABILITIES

Other non-current liabilities consisted of the following:



	As of
(In millions)	September 30, 2019		December 31, 2018
Reclamation reserve	$	5.6	$	5.4
Derivative instruments and hedges, fair value liabilities	4.4		5.5
Total	$	10.0	$	10.9

A reconciliation of the Partnership’s reclamation reserve liability is as follows:



	For the period ended
(In millions)	September 30, 2019		December 31, 2018
Beginning reclamation reserve balance	$	5.4	$	5.1
Accretion expense	0.2		0.3
Ending reclamation reserve balance	$	5.6	$	5.4

6. REVENUE

The Partnership has one reportable segment and our revenue is derived from the sale of soda ash which is our sole and primary good and service. We account for revenue in accordance with Revenue from Contracts with Customers (“ASC 606”).

Performance Obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. At contract inception, we assess the goods and services promised in contracts with customers and identify performance obligations for each promise to transfer to the customer, a good or service that is distinct. To identify the performance obligations, the Partnership considers all goods and services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. From its analysis, the Partnership determined that the sale of soda ash is currently its only performance obligation. Many of our customer volume commitments are short-term and our performance obligations for the sale of soda ash are generally limited to single purchase orders.

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.

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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 transfered to the customer.

Revenue Disaggregation. In accordance with ASC 606-10-50, the Partnership disaggregates revenue from contracts with customers into geographical regions. The Partnership determined that disaggregating revenue into these categories achieved the disclosure objectives to depict how the nature, timing, amount and uncertainty of revenue and cash flows are affected by economic factors. Refer to Note 12, “Major Customers and Segment Reporting” for revenue disaggregated into geographical regions.

Contract Balances. The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities).

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 Condensed Consolidated Balance Sheet as of September 30, 2019. There were no contract assets as of September 30, 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 nine months ended September 30, 2019, there were no customers that required prepaid freight. There were no contract liabilities as of September 30, 2019 or December 31, 2018.

Practical Expedients Exceptions

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.

7. EMPLOYEE COMPENSATION

The Partnership participates in various benefit plans offered and administered by Ciner Corp and is allocated its portions of the annual costs related thereto. The specific plans are as follows:

Retirement Plans - Benefits provided under the pension plan for salaried employees and pension plan for hourly employees (collectively, the “Retirement Plans”) are based upon years of service and average compensation for the highest 60 consecutive months of the employee’s last 120 months of service, as defined. Each Retirement Plan covers substantially all full-time employees hired before May 1, 2001. The Retirement Plans had a net unfunded liability balance of $53.5 million and $56.9 million at September 30, 2019 and December 31, 2018, respectively. The current funding policy is to contribute an amount within the range of the minimum required and the maximum tax-deductible contribution. The Partnership’s allocated portion of the Retirement Plan’s net periodic pension costs for the three months ended September 30, 2019 and 2018 were $0.1 million and less than $0.1 million, respectively, and for the nine months ended September 30, 2019 and 2018 were $0.9 million and $0.3 million, respectively.

Savings Plan - The 401(k) retirement plan (the “401(k) Plan”) covers all eligible hourly and salaried employees. Eligibility is limited to all domestic residents and any foreign expatriates who are in the United States indefinitely. The 401(k) Plan permits employees to

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contribute specified percentages of their compensation, while the Partnership makes contributions based upon specified percentages of employee contributions. Participants hired on or subsequent to May 1, 2001, will receive an additional contribution from the Partnership based on a percentage of the participant’s base pay. Contributions made to the 401(k) Plan for the three months ended September 30, 2019 and 2018 were $0.6 million, respectively, and for the nine months ended September 30, 2019 and 2018 were $2.5 million and $2.4 million, respectively.

Postretirement Benefits - Most of the Partnership’s employees are eligible for postretirement benefits other than pensions if they reach retirement age while still employed.

The postretirement benefits are accounted for by Ciner Corp on an accrual basis over an employee’s period of service. The postretirement plan, excluding pensions, are not funded, and Ciner Corp has the right to modify or terminate the plan. The post-retirement plan had a net unfunded liability of $6.7 million and $9.9 million at September 30, 2019 and December 31, 2018, respectively. The decrease in the obligation as of September 30, 2019 as compared to December 31, 2018 is due to Ciner Corp amending its postretirement benefit plan during 2017 to increase eligibility requirements at which participants may begin receiving benefits, implementing a subsidy rather than a premium for the benefit plan, and eliminating plan eligibility for individuals hired after December 31, 2016. These changes have resulted in a postretirement (benefit) cost being amortized to the liability recorded at Ciner Corp.

The Partnership’s allocated portion of postretirement benefit for the three months ended September 30, 2019 and 2018 were benefits of $0.6 million and $0.8 million, respectively, and for the nine months ended September 30, 2019 and 2018 were benefits of $1.8 million and $2.2 million, respectively.

8. EQUITY - BASED COMPENSATION

We grant various types of equity-based awards to participants, including time restricted unit awards, total return restricted performance unit awards (“TR Performance Unit Awards”) and 2019 Performance Unit Awards (as defined below). The key terms of our restricted unit awards and TR Performance Unit Awards are set forth in our 2018 Annual Report. The key terms of our 2019 Performance Unit Awards are set forth below.

All employees, officers, consultants and non-employee directors of us and our parents and subsidiaries are eligible to be selected to participate in the Ciner Resource Partners LLC 2013 Long-Term Incentive Plan (as amended to date, the “Plan” or “LTIP”). As of September 30, 2019, subject to further adjustment as provided in the Plan, a total of 0.7 million common units were available for awards under the Plan. Any common units tendered by a participant in payment of the tax liability with respect to an award, including common units withheld from any such award, will not be available for future awards under the Plan. Common units awarded under the Plan may be reserved or made available from our authorized and unissued common units or from common units reacquired (through open market transactions or otherwise). Any common units issued under the Plan through the assumption or substitution of outstanding grants from an acquired company will not reduce the number of common units available for awards under the Plan. If any common units subject to an award under the Plan are forfeited, those forfeited units will again be available for awards under the Plan. The Partnership has made a policy election to recognize forfeitures as they occur in lieu of estimating future forfeiture activity under the Plan.

Non-employee Director Awards

During the nine months ended September 30, 2019, a total of 8,832 common units were granted and fully vested to non-employee directors compared to 6,807 common units that were granted during the nine months ended September 30, 2018. The grant date average fair value per unit of these awards was $25.48 and $27.55 for the nine months ended September 30, 2019 and 2018, respectively. The total fair value of these awards were approximately $0.2 million during each of the nine months ended September 30, 2019 and 2018.

Time Restricted Unit Awards

We grant restricted unit awards in the form of common units to certain employees which vest over a specified period of time, usually between one to three years, with vesting based on continued employment as of each applicable vesting date. Award recipients are entitled to distributions subject to the same restrictions as the underlying common unit. The awards are classified as equity awards, and are accounted for at fair value at grant date. The Partnership has made a policy election to recognize compensation expense attributable to restricted unit awards on a straight-line basis.

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The following table presents a summary of activity on the Time Restricted Unit Awards:



	Nine Months Ended September 30, 2019				Nine Months Ended September 30, 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	71,436		$	27.56	94,791		$	27.22
Granted	38,402		16.45		37,914		26.13
Vested	(32,087	)	27.85		(42,989	)	25.73
Forfeited	(18,871	)	27.10		(396	)	28.46
Unvested at the end of the period	58,880		$	20.24	89,320		$	27.46

⁽¹⁾ Determined by dividing the aggregate grant date fair value of awards by the number of common units.

Total Return Performance Unit Awards

Historically, we have granted TR Performance Unit Awards to certain employees. The TR Performance Unit Awards represent the right to receive a number of common units at a future date based on the achievement of market-based performance requirements in accordance with the TR Unit Performance Award agreement, and also include Distribution Equivalent Rights (“DERs”). DERs are the right to receive an amount equal to the accumulated cash distributions made during the period with respect to each common unit issued upon vesting. The TR Performance Unit Awards vest at the end of the performance period, usually between two to three years from the date of the grant. Performance is measured on the achievement of a specified level of total return, or TR, relative to the TR of a peer group comprised of other limited partnerships. The potential payout ranges from 0-200% of the grant target quantity and is adjusted based on our total return performance relative to the peer group.

We utilized a Monte Carlo simulation model to estimate the grant date fair value of TR Performance Unit Awards granted to employees, adjusted for market conditions. This type of award requires the input of highly subjective assumptions, including expected volatility and expected distribution yield. Historical and implied volatilities were used in estimating the fair value of these awards.

The following table presents a summary of activity on the TR Performance Unit Awards:



	Nine Months Ended September 30, 2019				Nine Months Ended September 30, 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	52,974		$	42.22	26,177	$	42.93
Granted	—		—		33,994	41.52
Vested⁽²⁾	(4,766	)	43.93		—	—
Forfeited	(26,505	)	42.12		—	—
Unvested at the end of the period	21,703		$	41.99	60,171	$	42.14

⁽¹⁾Determined by dividing the aggregate grant date fair value of awards by the number of common units.

⁽²⁾Total vesting of 9,003 common units net of 5,457 of common units purchased by the Partnership in satisfaction of certain employee tax withholding obligations.

2019 Performance Unit Awards

On September 23, 2019, the board of directors of our general partner approved a new form of performance unit award agreement (“2019 Performance Unit Award Agreement”) that will be used to grant performance awards based upon the achievement of certain financial, operating and safety-related performance metrics (“2019 Performance Unit Awards”) pursuant to our LTIP, and approved grants of 2019 Performance Unit Awards to certain of our executives. In addition to being subject to all the general terms and conditions of our LTIP, the vesting of the 2019 Performance Unit Awards is linked to a weighted average consisting of internal performance metrics (as each is defined in the corresponding 2019 Performance Unit Award Agreement, and collectively referred to herein as the “Performance Metrics”) during a three-year performance period (the “Measurement Period”). The vesting of the 2019 Performance Unit Awards, and number of common units of the Partnership distributable pursuant to such vesting, is dependent on our performance relative to a pre-established budget over the Measurement Period (provided that the awardee remains continuously employed with our general partner or its affiliates or satisfies other service-related criteria through the end of the Measurement Period, except in certain cases of Changes in Control (as defined in our LTIP) or the awardee’s death or disability).

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Vested 2019 Performance Unit Awards are to be settled in our common units, with the number of such common units payable under the award for a given year in the Measurement Period to be calculated by multiplying the target number provided in the corresponding 2019 Performance Unit Award Agreement by a payout multiplier, which may range from 0%-200% in each case, as determined by aggregating the corresponding weighted average assigned to the Performance Metrics. The 2019 Performance Unit Awards also contain DERs and entitle the recipient the right to receive an amount equal to the accumulated cash distributions made during the period with respect to each common unit issued. Upon vesting of the 2019 Performance Unit Awards, the award recipient is entitled to receive a cash payment equal to the sum of the distribution equivalents accumulated with respect to vested 2019 Performance Unit Awards during the period beginning on January 1, 2019 and ending on the applicable vesting date. The 2019 Performance Unit Awards granted to these award recipients have a performance cycle beginning on January 1, 2019 and ending December 31, 2021.

The following table presents a summary of activity on the 2019 Performance Unit Awards for the period:



	Nine Months Ended September 30, 2019			Nine Months Ended September 30, 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	—	—		—	—
Unvested at the end of the period	38,402	$	16.45	—	$	—

⁽¹⁾Determined by dividing the weighted average price per common unit on the date of grant.

Unrecognized Compensation Expense

A summary of the Partnership’s unrecognized compensation expense for its unvested restricted time and all performance based units, and the weighted-average periods over which the compensation expense is expected to be recognized are as following:



	Nine Months Ended September 30, 2019			Nine Months Ended September 30, 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	$	0.9	1.95	$	1.9	1.88
TR Performance Unit Awards	0.3		1.98	1.7		2.02
2019 Performance Unit Awards	0.6		2.34	—		—
Total	$	1.8		$	3.6

9. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated Other Comprehensive loss

Accumulated other comprehensive loss, attributable to Ciner Resources, includes unrealized gains and losses on derivative financial instruments. Amounts recorded in accumulated other comprehensive loss as of September 30, 2019 and December 31, 2018, and changes within the period, consisted of the following:



(In millions)	Gains and (Losses) on Cash Flow Hedges
Balance at December 31, 2018	$	(3.8	)
Other comprehensive income before reclassification	(0.8		)
Amounts reclassified from accumulated other comprehensive loss	0.4
Net current period other comprehensive income	(0.4		)
Balance at September 30, 2019	$	(4.2	)

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Other Comprehensive Loss

Other comprehensive income/(loss), including the portion attributable to non-controlling interest, is derived from adjustments to reflect the unrealized gains/(loss) on derivative financial instruments. The components of other comprehensive income/(loss) consisted of the following:



	Three Months Ended September 30,					Nine Months Ended September 30,
(In millions)	2019			2018		2019			2018
Unrealized loss (gain) on derivatives:
Mark to market adjustment on interest rate swap contracts	$	0.2		$	—	$	(0.8	)	$	0.1
Mark to market adjustment on natural gas forward contracts	(1.3		)	1.7		0.1			(1.6		)
(Loss) gain on derivative financial instruments	$	(1.1	)	$	1.7	$	(0.7	)	$	(1.5	)

Reclassifications for the period

The components of other comprehensive loss, attributable to Ciner Resources, that have been reclassified consisted of the following:



	Three Months Ended September 30,				Nine Months Ended September 30,				Affected Line Items on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income
	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2019		2018		2019		2018
Details about other comprehensive loss components:
Gains and losses on cash flow hedges:
Natural gas forward contracts	0.4		0.2		0.4		0.9		Cost of products sold
Total reclassifications for the period	$	0.4	$	0.2	$	0.4	$	0.9

10. COMMITMENTS AND CONTINGENCIES

From time to time we are party to various claims and legal proceedings related to our business. Although the outcome of these proceedings cannot be predicted with certainty, management does not currently expect any of the legal proceedings we are involved in to have a material effect on our business, financial condition and results of operations. We cannot predict the nature of any future claims or proceedings, nor the ultimate size or outcome of existing claims and legal proceedings and whether any damages resulting from them will be covered by insurance.

Off-Balance Sheet Arrangements

11. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

Ciner Corp is the exclusive sales agent for the Partnership and through its membership in ANSAC, Ciner Corp is responsible for promoting and increasing the use and sale of soda ash and other refined or processed sodium products produced. ANSAC operates on a cooperative service-at-cost basis to its members such that typically any annual profit or loss is passed through to the members. 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. On November 9, 2018, Ciner Corp delivered a notice to terminate its membership in ANSAC. The termination from ANSAC will be effective as of December 31, 2021. As of September 30, 2019, we have not recognized an asset or liability related to its exit from ANSAC as such an amount is not currently probable or estimable.

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All actual sales and marketing costs incurred by Ciner Corp are charged directly to the Partnership. Selling, general and administrative expenses also include amounts charged to the Partnership by its affiliates principally consisting of salaries, benefits, office supplies, professional fees, travel, rent and other costs of certain assets used by the Partnership. On October 23, 2015, the Partnership is a party to 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 and reimburse Ciner Corp for certain third-party costs incurred in connection with providing such services. In addition, under the limited liability company agreement governing Ciner Wyoming, Ciner Wyoming reimburses us for employees who operate our assets and for support provided to Ciner Wyoming. These transactions do not necessarily represent arm's length transactions and may not represent all costs if Ciner Wyoming operated on a standalone basis.

The total selling, general and administrative costs charged to the Partnership by affiliates were as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2019		2018		2019		2018
Ciner Corp	$	3.6	$	3.4	$	12.4	$	11.1
ANSAC⁽¹⁾	0.8		0.9		2.8		2.4
Total selling, general and administrative expenses - affiliates	$	4.4	$	4.3	$	15.2	$	13.5

⁽¹⁾ ANSAC allocates its expenses to its members using a pro-rata calculation based on sales.

Net sales to affiliates were as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2019		2018		2019		2018
ANSAC	$	80.4	$	63.4	$	239.7	$	178.9
Total	$	80.4	$	63.4	$	239.7	$	178.9

The Partnership had accounts receivable from affiliates and due to affiliates as follows:



	As of
	September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
(In millions)	Accounts receivable from affiliates				Due to affiliates
ANSAC	$	60.3	$	48.7	$	0.8	$	0.7
CIDT ⁽¹⁾	5.4		7.1		—		—
Ciner Corp	34.5		14.3		3.9		1.9
Total	$	100.2	$	70.1	$	4.7	$	2.6

⁽¹⁾“CIDT” refers to Ciner Ic ve Dis Ticaret Anonim Sirketi, an export affiliate of the Partnership.

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12. MAJOR CUSTOMERS AND SEGMENT REPORTING

Our operations are similar in geography, nature of products we provide, and type of customers we serve. As the Partnership earns substantially all of its revenues through the sale of soda ash mined at a single location, we have concluded that we have one operating segment for reporting purposes.

The net sales by geographic area are as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2019		2018		2019		2018
Domestic	$	56.8	$	60.0	$	157.7	$	175.6
International - ANSAC	80.4		63.4		239.7		178.9
Total net sales	$	137.2	$	123.4	$	397.4	$	354.5

13. FAIR VALUE MEASUREMENTS

The Partnership measures certain financial and non-financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Fair value disclosures are reflected in a three-level hierarchy, maximizing the use of observable inputs and minimizing the use of unobservable inputs.

A three-level valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:



Ÿ	Level 1-inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.

Ÿ	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.

Ÿ	Level 3-inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability.

Financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value because of the nature of such instruments. Our derivative financial instruments are measured at their fair value with Level 2 inputs based on quoted market values for similar but not identical financial instruments.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Derivative Financial Instruments

We have interest rate swap contracts, designated as cash flow hedges, to mitigate our exposure to possible increases in interest rates. The swap contracts consist of four individual $12.5 million swaps with an aggregate notional value of $50.0 million at September 30, 2019 and December 31, 2018. The swaps have various maturities through 2023.

We enter into natural gas forward contracts, designated as cash flow hedges, to mitigate volatility in the price of natural gas related to a portion of the natural gas we consume. These contracts generally have various maturities through 2024. These contracts had an aggregate notional value of $34.9 million and $41.2 million at September 30, 2019 and December 31, 2018, respectively.

The following table presents the fair value of derivative assets and derivative liabilities and the respective locations on our unaudited condensed consolidated balance sheets as of September 30, 2019 and December 31, 2018:

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		Assets					Liabilities
		September 30, 2019		December 31, 2018			September 30, 2019		December 31, 2018
(In millions)	Balance Sheet Location	Fair Value		Fair Value		Balance Sheet Location	Fair Value		Fair Value
Derivatives designated as hedges:
Interest rate swap contracts - current		$	—	$	—	Accrued Expenses	$	1.1	$	0.3
Natural gas forward contracts - current	Other current assets	0.1		—		Accrued Expenses	2.8		1.6
Natural gas forward contracts - non-current	Other non-current assets	—		—		Other non-current liabilities	4.4		5.5
Total fair value of derivatives designated as hedging instruments		$	0.1	$	—		$	8.3	$	7.4

Financial Assets and Liabilities not Measured at Fair Value

The carrying value of our long-term debt materially reflects the fair value of our long-term debt as its key terms are similar to indebtedness with similar amounts, durations and credit risks. See Note 4 “Debt” for additional information on our debt arrangements.

14. SUBSEQUENT EVENTS

Effective as of October 29, 2019, the members of the Board of Managers of Ciner Wyoming LLC, approved a cash distribution to the members of Ciner Wyoming in the aggregate amount of $13.0 million. This distribution is payable on November 19, 2019.

On October 29, 2019, the Partnership declared a cash distribution approved by the board of directors of our general partner. The cash distribution for the third quarter of 2019 of $0.340 per unit will be paid on November 20, 2019 to unitholders of record on November 8, 2019.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 forward-looking statements relating to the financial condition, results of operations, plans, objectives, future performance and business of the Partnership. We have based such forward-looking statements on management’s beliefs and assumptions and on information currently available to us. 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,” “potential,” “continue,” “may,” “will,” “should” or the negative of these terms or similar expressions. In particular, forward-looking statements in this Report include statements concerning 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. 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;


•	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;

•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.

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These factors should not be construed as exhaustive and we urge you to carefully consider the risks described in this Report, our most recent 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 Quarterly Report on Form 10-Q (“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 Şirketi (“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

Quarterly Distribution

Notice to Terminate Membership in ANSAC

On November 9, 2018, we were informed that 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 is expected to be December 31, 2021 (the”ANSAC Termination Date”). ANSAC was our largest customer for the years ended December 31, 2018 and 2017 and the nine months ended September 30, 2019 and 2018, accounting for 52.0%, 44.7%, 60.3% and 50.5%, respectively, of our net sales. Although ANSAC has been our largest customer for each of the years ended December 31, 2018 and 2017 and nine months ended September 30, 2019 and 2018, 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 that has historically seen demand for soda ash exceed supply of soda ash, and therefore we anticipate being able to find export customers regardless of our membership status. Between now and the ANSAC Termination Date, Ciner Corp will continue to have full ANSAC membership benefits and services. The ANSAC membership agreement provides that 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. As of September 30, 2019, we have not recognized an asset or liability related to the exit from ANSAC as such an amount is not currently probable or estimable.

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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 $35.3 million and $32.9 million as of September 30, 2019 and December 31, 2018, respectively, the former of which is the amount we would need to pay the State of Wyoming for reclamation costs if we cease mining operations currently. 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. While we expect to obtain such surety guarantee by that time, we cannot guarantee the availability, costs and terms of such surety bond. Yet, 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, 2018, filed with the SEC on March 8, 2019.

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.

Demand for soda ash in the United States is 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. Because the United States is a well-developed market, we expect that domestic demand levels will remain stable for the near future. Because future U.S. capacity growth is expected to come from the four major producers in the Green River Basin, we also expect that U.S. supply levels will remain relatively stable in the near term.

Soda ash demand in international markets has continued to grow in conjunction with GDP. We expect that 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.

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.

International Commercial Restructuring and Expansion

After the ANSAC Termination Date, we expect Ciner Corp will begin marketing soda ash directly 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 by combining our volumes with Ciner Group’s soda ash exports from Turkey, our withdrawal from ANSAC will allow us to leverage the larger, global Ciner Group 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.

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. In addition, we have begun installation of a new electricity/steam co-generation facility that is estimated to reduce our electricity demand by roughly one-third per year partially offset by an increase in our natural gas consumption but resulting in overall reduction in our aggregate energy costs. We expect to commence operations of the co-generation facility by the end of 2019.

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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 1.51: 1.0 for the three and nine months ended September 30, 2019, respectively, and 1.53: 1.0 and 1.54: 1.0 for the three and nine months ended September 30, 2018, 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.

Union Pacific is our largest provider of domestic rail freight services and accounted for 86.5% and 76.8% of our total freight costs during the three months ended September 30, 2019 and 2018, respectively, and 84.9% and 77.9% of our total freight costs during the nine months ended September 30, 2019 and 2018, 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, 2019 and is currently in active negotiations for renewal, although there can be no assurance that it will be renewed on terms favorable to us or at all. 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 nine months ended September 30, 2019 and 2018, we had no shortfall payments and do not expect such 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 7, “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 Henry Hub natural gas settlement prices, over the past five years, have ranged between $1.73 and $4.12 per MMBtu. The average monthly Henry Hub natural gas settlement prices for the three and nine months ended September 30, 2019 and 2018 were $2.38 and

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$2.93, and $2.62 and $2.95 per MMBtu, respectively. In order to mitigate the risk of gas price fluctuations, we hedge a portion of our forecasted natural gas purchases by entering into physical or financial gas hedges generally ranging between 20% and 80% of our expected monthly gas requirements, on a sliding scale, for approximately the next four years.

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, 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) revise the production royalty rate for each sale of sodium mineral products produced from ore extracted from the licensed premises at the royalty rate of 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. The Partnership has 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 one of its other North American subsidiaries entered into an agreement in 2017 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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Third Quarter 2019 Financial Highlights:


•	Net sales of $137.2 million increased 11.2% over the prior-year third quarter; year-to-date net sales of $397.4 million increased 12.1% over the prior-year.


•	Soda ash volume produced and sold increased 8.3% and 8.0% over the prior-year third quarter; year-to-date soda ash volume produced and sold increased 8.4% and 8.2% over the prior-year.


•	Net income of $29.9 million increased $10.9 million over the prior-year third quarter; year-to-date net income of $78.9 million increased $4.5 million over the prior-year. Net income for the year-to-date period ended September 30, 2018 includes a $27.5 million litigation settlement in the second quarter of 2018.


•	Adjusted EBITDA of $37.6 million increased 35.3% over the prior-year third quarter; year-to-date adjusted EBITDA of $103.6 million increased 4.1% over the prior-year. Adjusted EBITDA for the year-to-date period ended September 30, 2018 includes a $27.5 million litigation settlement in the second quarter of 2018.

•

Earnings per unit of $0.740 for the quarter increased 68.2% over the prior-year third quarter of $0.440; year-to-date earnings per unit of $1.910 increased 7.3% over the prior-year. Net income attributable to the Partnership for the year-to-date period ended September 30, 2018, the measure upon which earnings per unit is calculated, included a $27.5 million litigation settlement in the second quarter of 2018.


•	Quarterly distribution declared per unit of $0.340 decreased 40.0% compared to the prior-year third quarter and remained flat compared to the first and second quarters of 2019.


•	Net cash provided by operating activities of $40.6 million decreased 45.3% over prior-year third quarter; year-to-date net cash provided by operating activities of $68.4 million decreased by 47.9% over the prior-year.


•	Distributable cash flow of $16.2 million increased 38.5% compared to the prior-year third quarter; year-to-date distributable cash flow of $45.7 million increased 2.7% over the prior year. Distributable cash flow for the year-to-date period ended September 30, 2018 includes a $27.5 million litigation settlement in the second quarter of 2018.


•	The distribution coverage ratio was 2.35 and 1.03 for the three months ended September 30, 2019 and 2018, respectively; and 2.22 and 1.30 for the nine months ended September 30, 2019 and 2018, 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 and nine months ended September 30, 2019 and 2018:



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions, except for operating and other data section)	2019			2018			2019			2018
Net sales:
Sales—affiliates	$	80.4		$	63.4		$	239.7		$	178.9
Sales—others	56.8			60.0			157.7			175.6
Net sales	$	137.2		$	123.4		$	397.4		$	354.5
Operating costs and expenses:
Cost of products sold	93.9			90.0			274.7			265.1
Depreciation, depletion and amortization expense	6.8			7.3			20.0			21.4
Selling, general and administrative expenses—affiliates	4.4			4.3			15.2			13.5
Selling, general and administrative expenses—others	0.7			1.8			4.3			5.4
Litigation settlement	—			—			—			(27.5		)
Total operating costs and expenses	105.8			103.4			314.2			277.9
Operating income	31.4			20.0			83.2			76.6
Interest income	0.1			0.3			0.3			1.7
Interest expense	(1.6		)	(1.3		)	(4.6		)	(3.8		)
Other, net	—			—			—			(0.1		)
Total other expense, net	(1.5		)	(1.0		)	(4.3		)	(2.2		)
Net income	29.9			19.0			78.9			74.4
Net income attributable to non-controlling interest	15.1			10.0			40.5			38.5
Net income attributable to Ciner Resources LP	$	14.8		$	9.0		$	38.4		$	35.9

Operating and Other Data:
Trona ore consumed (thousands of short tons)	1,086.3			1,004.8			3,126.0			2,941.3
Ore to ash ratio⁽¹⁾	1.53: 1.0			1.53: 1.0			1.51: 1.0			1.54: 1.0
Ore grade⁽²⁾	86.4		%	84.7		%	86.6		%	85.7		%
Soda ash volume produced (thousands of short tons)	711.0			656.5			2,064.3			1,904.6
Soda ash volume sold (thousands of short tons)	709.0			656.6			2,064.5			1,908.8
Adjusted EBITDA⁽³⁾	$	37.6		$	27.8		$	103.6		$	99.5


(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.

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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 September 30,						Nine Months Ended September 30,						Percent Increase/(Decrease)
(Dollars in millions, except for average sales price data)	2019			2018			2019			2018			QTD	YTD

Net sales:
Domestic	$	56.8		$	60.0		$	157.7		$	175.6		(5.3)%	(10.2)%
International	80.4			63.4			239.7			178.9			26.8%	34.0%
Total net sales	$	137.2		$	123.4		$	397.4		$	354.5		11.2%	12.1%
Sales volumes (thousands of short tons):
Domestic	237.7			267.9			660.8			796.8			(11.3)%	(17.1)%
International	471.3			388.7			1,403.7			1,112.0			21.3%	26.2%
Total soda ash volume sold	709.0			656.6			2,064.5			1,908.8			8.0%	8.2%
Average sales price (per short ton) ⁽¹⁾
Domestic	$	238.96		$	223.96		$	238.65		$	220.38		6.7%	8.3%
International	$	170.59		$	163.11		$	170.76		$	160.88		4.6%	6.1%
Average	$	193.51		$	187.94		$	192.49		$	185.72		3.0%	3.6%
Percent of net sales:
Domestic net sales	41.4		%	48.6		%	39.7		%	49.5		%	(14.8)%	(19.8)%
International net sales	58.6		%	51.4		%	60.3		%	50.5		%	14.0%	19.4%
Total percent of net sales	100.0		%	100.0		%	100.0		%	100.0		%
Percent of sales volumes:
Domestic volume	33.5		%	40.8		%	32.0		%	41.7		%	(17.9)%	(23.3)%
International volume	66.5		%	59.2		%	68.0		%	58.3		%	12.3%	16.6%
Total percent of volume sold	100.0		%	100.0		%	100.0		%	100.0		%

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

Three Months Ended September 30, 2019 compared to Three Months Ended September 30, 2018

Consolidated Results

Net sales. Net sales increased by 11.2% to $137.2 million for the three months ended September 30, 2019 from $123.4 million for the three months ended September 30, 2018, primarily driven by an increase in soda ash volumes sold of 8.0% due to higher production for the three months ended September 30, 2019, as well as favorable domestic and international pricing for the third quarter of 2019 compared to the third quarter of 2018.

Cost of products sold. Cost of products sold, including depreciation, depletion and amortization expense and freight costs, increased by 3.5% to $100.7 million for the three months ended September 30, 2019 from $97.3 million for the three months ended September 30, 2018, primarily due to higher variable production costs for the quarter as a result of increased sales and production volumes for the third quarter 2019 compared to the third quarter of 2018. We also incurred higher compensation related expenses and freight costs for the third quarter of 2019, which were partially offset by a decrease in consulting fees and overall maintenance expenses compared to the third quarter of 2018.

Selling, general and administrative expenses. Our selling, general and administrative expenses decreased 16.4% to $5.1 million for the three months ended September 30, 2019, compared to $6.1 million for the three months ended September 30, 2018. The decrease was driven primarily by decreased employee benefit expenses, as well as lower professional fees incurred during the third quarter of 2019 compared to the third quarter of 2018.

Operating income. As a result of the foregoing, operating income increased by 57.0% to $31.4 million for the three months ended September 30, 2019, compared to $20.0 million for the three months ended September 30, 2018.

Net income. As a result of the foregoing, net income increased by 57.4% to $29.9 million for the three months ended September 30, 2019, compared to $19.0 million for the three months ended September 30, 2018.

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Nine Months Ended September 30, 2019 compared to Nine Months Ended September 30, 2018

Consolidated Results

Net sales. Net sales increased by 12.1% to $397.4 million for the nine months ended September 30, 2019 from $354.5 million for the nine months ended September 30, 2018, primarily driven by an increase in soda ash volumes sold of 8.2% due to higher production for the nine months ended September 30, 2019, as well as an increase in average sales prices of 3.6%. The increase in sales prices was primarily driven by an increase in domestic and international pricing during the nine months ended September 30, 2019. The increase in sales prices was also affected by a shift in our sales mix between domestic and international sales volumes for the nine months ended September 30, 2019 compared to the same period in 2018.

Cost of products sold. Cost of products sold, including depreciation, depletion and amortization expense and freight costs, increased by 2.9% to $294.7 million for the nine months ended September 30, 2019 from $286.5 million for the nine months ended September 30, 2018, primarily due to higher variable production costs, as well as an increase in freight costs for the nine months ended September 30, 2019 primarily as a result of increased sales and production volumes compared to the nine months ended September 30, 2018. Our increased production and freight costs were partially offset by a decrease in consulting fees and overall maintenance related expenses incurred during the nine months ended September 30, 2019.

Litigation settlement. During the prior year, we recognized $27.5 million related to the settlement of an action filed against Rock Springs Royalty Company (“RSRC”) related to royalty overpayment under Ciner Wyoming’s mineral exploration license with RSRC. The case was settled on June 28, 2018. The recognition of this gain lowered our overall operating costs and expenses in the second quarter of 2018, which positively impacted our operating results for the nine months ended September 30, 2018.

Selling, general and administrative expenses. Our selling, general and administrative expenses increased 3.2% to $19.5 million for the nine months ended September 30, 2019, compared to $18.9 million for the nine months ended September 30, 2018. The increase was primarily due to increased compensation expenses incurred during the nine months ended September 30, 2019 and higher selling and administrative fees relating to our affiliate, ANSAC, as a result of our increased sales volume for the nine months ended September 30, 2019 compared to the same period in 2018.

Operating income. As a result of the foregoing, operating income increased by 8.6% to $83.2 million for the nine months ended September 30, 2019, compared to $76.6 million for the nine months ended September 30, 2018.

Net income. As a result of the foregoing, net income increased by 6.0% to $78.9 million for the nine months ended September 30, 2019, compared to $74.4 million for the nine months ended September 30, 2018.

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;


•	Approximately $92.0 million ($225.0 million, less $133.0 million outstanding), is available for borrowing and undrawn under the Ciner Wyoming Credit Facility (as defined herein) as of September 30, 2019 (during the nine months ended September 30, 2019, we made repayments on the Ciner Wyoming Credit Facility of $61.0 million, offset by borrowings of $95.0 million; and


•	$10.0 million is available for borrowing under the Revolving Credit Facility as of September 30, 2019.

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. 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 and access to borrowings under the Ciner Resources Credit Facility (as defined herein) and the Ciner Wyoming Credit Facility. Our ability to satisfy debt service obligations, to fund planned capital expenditures and to make acquisitions will depend upon our future

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operating performance, which, in turn, will be affected by prevailing economic conditions, our business and other factors, some of which are beyond our control.

In addition, we are subject to business and operational risks that could adversely affect our cash flow and access to borrowings under the Ciner Resources Credit Facility and the Ciner Wyoming Credit Facility. 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. See Part I, Item 2, Overview, “Recent Developments”, for more information.

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 Revolving 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 September 30, 2019, we had a working capital balance of $116.5 million as compared to a working capital balance of $76.9 million as of December 31, 2018. The primary driver for the increase in our working capital balance was an increase in due from affiliates primarily related to incremental sales levels to ANSAC and timing of collections, as well as our funding of pension benefit plans offered and administered by Ciner Corp.

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.

We are increasing maintenance capital expenditures at our Wyoming facility to both adequately maintain the physical assets and to improve operational reliability at our Wyoming facility.

The table below summarizes our capital expenditures, on an accrual basis:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2019		2018		2019		2018
Capital Expenditures:
Maintenance	$	4.6	$	2.6	$	9.8	$	7.5
Expansion	7.1		5.1		31.3		20.6
Total	$	11.7	$	7.7	$	41.1	$	28.1

The increase in expansion capital expenditures during the nine months ended September 30, 2019 as compared to the same period in 2018 was primarily driven by investing in phase one of our co-generation facility. While we are working on finalizing our capital plans for a new expansion project that we believe will significantly increase our capacity, such plans will require capital expenditures materially higher than have been incurred by Ciner Wyoming in recent years. 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.

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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:



	Nine Months Ended September 30,						Percent Increase/(Decrease)
(In millions)	2019			2018			Percent Increase/(Decrease)
Cash provided by (used in):
Operating activities	$	68.4		$	131.4		(47.9	)%
Investing activities	$	(49.3	)	$	(25.3	)	94.9	%
Financing activities	$	(17.1	)	$	(109.7	)	(84.4	)%

Operating Activities

Our operating activities during the nine months ended September 30, 2019 provided cash of $68.4 million, a decrease of 47.9% from the $131.4 million cash provided during the nine months ended September 30, 2018, primarily as a result of the following:

•

$31.4 million of working capital used in operating activities during the nine months ended September 30, 2019, compared to $33.6 million of working capital provided by operating activities during the nine months ended September 30, 2018. The $65.0 million increase in working capital used in operating activities was primarily due to the $30.0 million increase in due from affiliates for the nine months ended September 30, 2019 compared to a $34.0 million decrease for the nine months ended September 30, 2018 primarily related to incremental sales levels to ANSAC, as well as timing of collections and timing of our funding of pension benefit plans offered and administered by Ciner Corp; and


•	an increase of 6.0% in net income of $78.9 million during the nine months ended September 30, 2019, compared to $74.4 million for the prior-year period. Net income for the nine months ended September 30, 2018 included a $27.5 million litigation settlement realized in the second quarter of 2018.

Investing Activities

We used cash flows of $49.3 million in investing activities during the nine months ended September 30, 2019, compared to $25.3 million during the nine months ended September 30, 2018, for capital projects as described in “Capital Expenditures” above.

Financing Activities

Cash used in financing activities of $17.1 million during the nine months ended September 30, 2019 increased by 84.4% over the prior-year cash used in financing activities, largely due to net borrowings of long-term debt of $34.0 million during the nine months ended September 30, 2019 compared to the $38.5 million in net repayments during the nine months ended September 30, 2018. The increase in net borrowings for the period is primarily related to funding capital expenditures. Distributions paid during the nine months ended September 30, 2019 of $50.6 million was down 28.6% compared to the nine months ended September 30, 2018.

Borrowings under the Ciner Wyoming Credit Facility were at variable interest rates.



	As of and for the quarter ended
(Dollars in millions)	September 30, 2019
Short-term borrowings from banks:
Outstanding amount at period end	$	133.0
Weighted average interest rate at period end⁽¹⁾	3.75		%
Average daily amount outstanding for the period	$	146.7
Weighted average daily interest rate for the period⁽¹⁾	3.92		%
Maximum month-end amount outstanding during the period	$	150.5

⁽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 September 30, 2019, 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 September 30, 2019 and December 31, 2018.

Ciner Wyoming Credit Facility

On August 1, 2017, Ciner Wyoming entered into a Credit Agreement (“Ciner Wyoming Credit Facility”) with each of the lenders listed on the respective signature pages thereof and PNC Bank, National Association, as administrative agent, swing line lender and a Letter of Credit (“L/C”) issuer. The Ciner Wyoming Credit Facility replaces the former Credit Facility (“Former Ciner Wyoming Credit Facility”), dated as of July 18, 2013, by and among Ciner Wyoming, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, as amended, which was terminated on August 1, 2017 upon entry into the Ciner Wyoming Credit Facility. This arrangement was accounted for as a modification of debt in accordance with Accounting Standards Codification (“ASC”) 470-50.

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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•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.

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 September 30, 2019, 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 (the “Ciner Resources Credit Facility”) with each of the lenders listed on the respective signature pages thereof and PNC Bank, National Association, as administrative agent, swing line lender and an L/C issuer. The Ciner Resources Credit Facility replaces the former Credit Facility, dated as of July 18, 2013, by and among the Partnership, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, as amended (the “Former Revolving Credit Facility”), which was terminated on August 1, 2017 upon entry into the Ciner Resources Credit Facility.

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 LLC (“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:

•Eurodollar Rate plus an applicable margin.

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 September 30, 2019, the Partnership was in compliance with all financial covenants of the Revolving 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.

Contractual Obligations

During the nine months ended September 30, 2019, 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, 2018, filed with the SEC on March 8, 2019 (the “2018 Annual Report”).

Off-Balance Sheet Arrangements

See Part I, Item 1, Financial Statements - Note 10, 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 nine months ended September 30, 2019 from those disclosed in the 2018 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;

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•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 the 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 September 30,						Nine Months Ended September 30,
(In millions, except per unit data)	2019			2018			2019			2018
Reconciliation of Adjusted EBITDA to net income:
Net income	$	29.9		$	19.0		$	78.9		$	74.4
Add backs:
Depreciation, depletion and amortization expense	6.8			7.3			20.0			21.4
Interest expense, net	1.5			1.0			4.3			2.1
Restructuring charges and other, net (included in selling, general and administrative expense)	—			—			—			0.1
Equity-based compensation (benefit) expense, net of forfeitures	(0.6		)	0.5			0.4			1.5
Adjusted EBITDA	$	37.6		$	27.8		$	103.6		$	99.5
Less: Adjusted EBITDA attributable to non-controlling interest	19.1			14.0			52.2			49.8
Adjusted EBITDA attributable to Ciner Resources LP	$	18.5		$	13.8		$	51.4		$	49.7

Reconciliation of distributable cash flow to Adjusted EBITDA attributable to Ciner Resources LP:
Adjusted EBITDA attributable to Ciner Resources LP	$	18.5		$	13.8		$	51.4		$	49.7
Less: Cash interest expense, net attributable to Ciner Resources LP	0.8			0.8			2.2			1.6
Less: Maintenance capital expenditures attributable to Ciner Resources LP	1.5			1.3			3.5			3.6
Distributable cash flow attributable to Ciner Resources LP	$	16.2		$	11.7		$	45.7		$	44.5

Cash distribution declared per unit	$	0.340		$	0.567		$	1.020		$	1.701
Total distributions to unitholders and general partner	$	6.9		$	11.4		$	20.6		$	34.3
Distribution coverage ratio	2.35			1.03			2.22			1.30

Reconciliation of Adjusted EBITDA to net cash from operating activities:
Net cash provided by operating activities	$	40.6		$	74.2		$	68.4		$	131.4
Add/(less):
Amortization of long-term loan financing	(0.1		)	(0.1		)	(0.2		)	(0.3		)
Net change in working capital	(4.3		)	(19.7		)	31.4			(33.6		)
Litigation settlement	—			(27.5		)	—			—
Interest expense, net	1.5			1.0			4.3			2.1
Restructuring charges and other, net (included in selling, general and administrative expense)	—			—			—			0.1
Other non-cash items	(0.1		)	(0.1		)	(0.3		)	(0.2		)
Adjusted EBITDA	$	37.6		$	27.8		$	103.6		$	99.5
Less: Adjusted EBITDA attributable to non-controlling interest	19.1			14.0			52.2			49.8
Adjusted EBITDA attributable to Ciner Resources LP	$	18.5		$	13.8		$	51.4		$	49.7
Less: Cash interest expense, net attributable to Ciner Resources LP	0.8			0.8			2.2			1.6
Less: Maintenance capital expenditures attributable to Ciner Resources LP	1.5			1.3			3.5			3.6
Distributable cash flow attributable to Ciner Resources LP	$	16.2		$	11.7		$	45.7		$	44.5

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our exposure to the financial markets consists of changes in interest rates relative to the balance of our outstanding debt obligations and derivatives that we have employed from time to time to manage our exposure to changes in market interest rates, and commodity prices. We do not use financial instruments or derivatives for trading or other speculative purposes. Our exposure to interest rate risks and commodity price risks is discussed in Part II, Item 7A of our 2018 Annual Report. There has been no material change in that information.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation of the effectiveness of the design and operation of disclosure controls and procedures, under the supervision and with the participation of the Partnership’s management, the Partnership’s principal executive officer and principal financial officer have concluded that the Partnership’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of September 30, 2019 to ensure that information required to be disclosed by the Partnership in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Partnership’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting (“ICFR”)

There have not been any changes in the Partnership’s internal control over financial reporting during the quarter ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting. We completed the implementation of a new Enterprise Resource Planning (“ERP”) system as of January 1, 2019 that supports a significant portion of the Partnership’s business, which resulted in certain changes to the Partnership’s processes and procedures. The ERP implementation has not materially affected, nor is it reasonably likely to materially affect, the Partnership’s ICFR.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

In addition to the information set forth in this Report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our 2018 Annual Report, which could materially affect our business, financial condition or future results. The risks described in this Report and our 2018 Annual Report are not our only risks. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Information regarding mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Report.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits Exhibit Index



Exhibit Number		Description
3.1		Certificate of Limited Partnership of Ciner Resources LP (formerly known as OCI Resources LP) dated April 22, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-189838) filed with the SEC on July 8, 2013)
3.2		Certificate of Amendment of the Certificate of Limited Partnership of Ciner Resources LP (formerly known as OCI Resources LP) effective November 5, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 5, 2015)
3.3		First Amended and Restated Agreement of Limited Partnership of Ciner Resources LP (formerly known as OCI Resources LP) dated as of September 18, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 18, 2013)
3.4		Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Ciner Resources LP (formerly known as OCI Resources LP) dated as of May 2, 2014 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
3.5		Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Ciner Resources LP (formerly known as OCI Resources LP) dated as of November 5, 2015 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 5, 2015)
3.6		Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of Ciner Resources LP, dated April 28, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 2, 2017)
3.7		Certificate of Formation of OCI Resource Partners LLC dated April 22, 2013 (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-189838) filed with the SEC on July 8, 2013)
3.8		Certificate of Amendment to the Certificate of Formation of Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC) effective November 5, 2015 (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 5, 2015)
3.9		Amended and Restated Limited Liability Company Agreement of Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC) dated as of September 18, 2013 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 18, 2013)
3.10		Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Ciner Resource Partners LLC (formerly known as OCI Resource Partners LLC) dated November 5, 2015 (incorporated by reference to Exhibit 3.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 5, 2015)
3.11		Amendment No. 1 to Ciner Resource Partners LLC 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 8, 2019)
10.1+		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 for the period ended June 30, 2019, filed with the SEC on August 5, 2019)
10.2+		Form of 2019 Performance Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed with the SEC on September 24, 2019)
31.1*		Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		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
32.1**		Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		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
95.1*		Mine Safety Disclosures
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

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101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith

** Furnished herewith. Not considered to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and are not deemed incorporated by reference into any filing under the Securities Act of 1933, as amended

+ Management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		CINER RESOURCES LP
		By:	Ciner Resource Partners LLC, its General Partner

Date:	November 4, 2019
		By:	/s/ Oğuz Erkan
			Oğuz Erkan President, Chief Executive Officer and Chairman of the Board of Directors of Ciner Resource Partners LLC, the registrant’s General Partner (Principal Executive Officer)

Date:	November 4, 2019
		By:	/s/ Chris L. DeBerry
			Chris L. DeBerry Principal Financial Officer and Chief Accounting Officer of Ciner Resource Partners LLC, the registrant’s General Partner (Principal Financial and Accounting Officer)

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Sisecam Resources (SIRE) 10-Q2019 Q3 Quarterly report

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