UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Five Concourse Parkway

Suite 2500

Atlanta, Georgia 30328

(Address of Principal Executive Offices) (Zip Code)

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

References in this Quarterly Report on Form 10-Q (“Report”) to the “Partnership,” “CINR,” “Ciner Resources,“SIRE,” “we,” “our,” “us,” or like terms refer to CinerSisecam Resources LP and its consolidated subsidiary, CinerSisecam Wyoming LLC, which is the consolidated subsidiary of the Partnership and referred to herein as “Ciner“Sisecam Wyoming.” Sisecam Chemicals Resources LLC ("Sisecam Chemicals") is 60% owned by Sisecam Chemicals USA Inc. ("Sisecam USA") and 40% owned by Ciner Enterprises Inc. (“Ciner Enterprises”). References to “our general partner” or “Ciner“Sisecam GP” refer to CinerSisecam Resource Partners LLC, the general partner of CinerSisecam Resources LP and a direct wholly-owned subsidiary of CinerSisecam Chemicals Wyoming Holding Co. (“Ciner Holdings”LLC ("SCW LLC"), which is a direct wholly-owned subsidiary of Ciner Resources Corporation (“Ciner Corp”). Ciner CorpSisecam Chemicals. Sisecam USA is a direct wholly-owned subsidiary of Türkiye Şişe ve Cam Fabrikalari A.Ş, a Turkish corporation ("Şişecam Parent") which is an approximately 51%-owned subsidiary of Turkiye Is Bankasi Turkiye Is Bankasi ("Isbank"). Şişecam Parent is a global company operating in soda ash, chromium chemicals, flat glass, auto glass, glassware glass packaging and glass fiber sectors. Şişecam Parent was founded in 1935, is based in Turkey and is one of the largest industrial publicly-listed companies on the Istanbul exchange. With production facilities in four continents and in 14 countries, Sisecam Parent is one of the largest glass and chemicals producers in the world. Ciner Enterprises Inc. (“Ciner Enterprises”), which is a direct wholly-owned subsidiary of WE Soda Ltd., a U.K. corporationCorporation (“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 was an affiliate for export sales in 2020. As a result of terminating Ciner Corp’s membership in ANSAC effective as of the end of day on December 31, 2020, ANSAC is no longer an affiliate of the Partnership.customers.

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.

  See accompanying notes.

 See accompanying notes.

1. CORPORATE STRUCTURE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

The unaudited condensed consolidated financial statements are composed of CinerAs used in this Report, the terms “Sisecam Resources LP, (the “Partnership,” “CINR,“the Partnership,” “Ciner Resources,“SIRE,” “we,” “us,” or “our”), may refer to Sisecam Resources LP, 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 Cinerboth Sisecam Chemicals Wyoming Holding Co.LLC (“Ciner Holdings”SCW LLC”), a wholly-owned subsidiary of CinerSisecam Chemicals Resources CorporationLLC (“Ciner Corp”Sisecam Chemicals”). Ciner Corp is and Sisecam Resource Partners LLC (our “general partner” or “Sisecam GP”), a direct wholly-owned subsidiary of SCW LLC. Sisecam Chemicals is 60% owned by Sisecam Chemicals USA Inc. (“Sisecam USA”) and 40% owned by Ciner Enterprises Inc. (“Ciner Enterprises”),. Sisecam USA is a direct subsidiary of Türkiye Sise ve Cam Fabrikalari A.S (“Şişecam Parent”) which is an approximately 51%-owned subsidiary of Turkiye Is Bankasi Turkiye Is Bankasi ("Isbank").

Şişecam Parent is a global company operating in soda ash, chromium chemicals, flat glass, auto glass, glassware glass packaging and glass fiber sectors and is based in Turkey and is listed on the Istanbul exchange. Ciner Enterprises is a direct wholly-owned subsidiary of WE Soda Ltd., a U.K. corporationCorporation (“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.

Sisecam Wyoming LLC (“Sisecam Wyoming”) is in the business of mining trona ore to produce soda ash, and is a 51.0% majority-owned subsidiary of the Partnership. The PartnershipPartnership’s operations consist solely of its investment in Sisecam Wyoming. NRP Trona LLC, a wholly owned subsidiary of Natural Resource Partners L.P. (“NRP”), currently owns a controlling interest comprised of 51.0%49.0% membership interest in CinerSisecam Wyoming. NRP’s membership interest in Sisecam Wyoming is reflected as the noncontrolling interest in the Partnership’s financial results.

All of our soda ash processed is currently sold to various domestic and international customers,customers. Sisecam Chemicals is the exclusive sales agent for the Partnership. Sisecam Chemicals has leveraged the distributor network established by Ciner Group while independently reviewing current and potential distribution partners to optimize the Partnership’s reach into each market.

Pursuant to the terms of the Sisecam Chemicals Operating Agreement, Sisecam USA and Ciner Enterprises have a right to designate 6 directors and 4 directors, respectively, to the board of directors of Sisecam Chemicals. In addition, the Sisecam Chemicals Operating Agreement provides that (i) the board of directors of the general partner (the “MLP Board”) shall consist of 6 designees from Sisecam USA, 2 designees from Ciner Enterprises and 3 independent directors for as long as the general partner is legally required to appoint such independent directors and (ii) the Partnership’s right to appoint 4 managers to the board of managers of Sisecam Wyoming (the “Wyoming Board”) shall be comprised of 3 designees from Sisecam USA and 1 designee from Ciner Enterprises. Each of Sisecam USA and Ciner Enterprises shall vote all units over which such unitholder has voting control in Sisecam Chemicals to elect to the board of directors any individual designated by Sisecam USA and Ciner Enterprises. The Sisecam Chemicals Operating Agreement also requires the board of directors of Sisecam Chemicals to unanimously approve certain actions and commitments, including American Natural Soda Ash Corporation (“ANSAC”), which waswithout limitation taking any action that would have an affiliate for export sales in 2020.adverse effect on the master limited partnership status of the Partnership or any of its subsidiaries. As a result of terminatingSisecam USA’s and Ciner Corp’s membershipEnterprise’s respective interests in ANSAC effectiveSisecam Chemicals and their respective rights under the Sisecam Chemicals Operating Agreement, each of Ciner Enterprises and

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 three month and six month periods ended June 30, 20212022 and 20202021 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, 20202021 (the “2020“2021 Annual Report”) filed with the United States Securities and Exchange Commission (“SEC”) on March 16, 2021.15, 2022. There have been no material changes in the significant accounting policies followed by us during the three months and six months ended June 30, 20212022 from those disclosed in the 20202021 Annual Report.

Noncontrolling interestsInterest

NRP Trona LLC, a wholly-owned subsidiary of Natural Resource Partners L.P. ("NRP"), currently owns a 49.0% membership interest in CinerSisecam Wyoming. NRP’s membership interest in CinerSisecam Wyoming is reflected as the noncontrolling interest in the Partnership’s financial results.

Segment Reporting

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 1 operating segment for reporting purposes.

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.

Furthermore, we considered the impact of the COVID-19 pandemic on the use of estimates and assumptions used for financial reporting. While our production is recoveringand demand for our product appears to have recovered from the COVID-19 pandemicpandemic’s negative impact, as of June 30, 2021, asgiven we still cannot predict the duration or the scope of theany future COVID-19 pandemic and itsimpact on our operations, the potential negative impact on our operations, the potential negative financial impact to our results cannot be reasonably estimated but could be material. As a result of these uncertainties, actual results could differ from those estimates and assumptions. If the economy or markets in which we operate remain weaker than pre-COVID-19 levels,assumptions and our business, financial condition and results of operations may be further materially and adversely impacted.

Subsequent Events

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

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,Sisecam Resources LP, 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.

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

Quarterly Distribution

Our general partner has considerable discretion in determining the amount of available cash, the amount of distributions and the decisionwhether 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 or at any other rate, and we have no legal obligation to do so.

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. Our general partner’s approximate 2.0% interest, and the percentage of our cash distributions to which our general partner is entitled from such approximate 2.0% interest, will be proportionately reduced if we issue additional units in the future (other than the issuance of common units upon a reset of the IDRs)Incentive Distribution Rights (“IDRs”), and our general partner does not contribute a proportionate amount of capital to us in order to maintain its approximate 2.0% general partner interest. Our partnership agreement 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 quarterlycertain distribution and the target distribution levels.levels as set forth in our partnership agreement. 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“Marginal Percentage Interest in Distributions"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“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.” Under our 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 quarterlyany distribution listed below (or any distributions) on its units in any quarter. The percentage interests set forth below for our general partner (1) include a 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 that we do not issue additional classes of equity securities.

Inventory consisted of the following:

4. DEBT

Long-term debt, net of debt issuance costs, consisted of the following:

Aggregate maturities required on long-term debt as ofat June 30, 20212022 are due in future years as follows:

On March 26, 2020, CinerSisecam Wyoming and Banc of America Leasing & Capital, LLC, as lender (the “Equipment Financing Lender”), entered into an equipment financing arrangement (the “Ciner(“Sisecam Wyoming Equipment Financing Arrangement”), including a Master Loan and Security Agreement, dated as of March 25, 2020 (as amended, the “Master Agreement”) and an Equipment Security Note Number 001, dated as of March 25, 2020 (the “Sisecam Wyoming Equipment Financing Arrangement Security Note Number 001,” or the “Initial Secured Note”), which provides the terms and conditions for the debt financing of certain equipment related to CinerSisecam Wyoming’s new natural gas-fired turbine co-generation facility that became operational in March 2020.  Each equipment financing entered into under the CinerSisecam Wyoming Equipment Financing Arrangement will be evidenced by the execution of one or more equipment notes (including the Initial Secured Note) that incorporate the terms and conditions of the Master Agreement (each, an “Equipment Note”). In order to secure the payment and performance of CinerSisecam Wyoming’s obligations under the CinerSisecam Wyoming Equipment Financing Arrangement, and other debt obligations owed by Ciner Wyoming to the Equipment Financing Lender, CinerSisecam Wyoming granted to the Equipment Financing Lender a continuing security interest in all of Ciner

Sisecam Wyoming’s right, title and interest in and to the Equipment (as defined in the Master Agreement) and certain related collateral.

On December 17, 2021, Sisecam Wyoming and the Equipment Financing Lender entered into Amendment Number 001 to the Initial Secured Note (“First Amendment to the Initial Secured Note”). The CinerFirst Amendment to the Initial Secured Note, provides among other things: (i) upon the occurrence of an early full payoff of the Second Secured Note (as defined below), Sisecam Wyoming shall simultaneously pay, in full, the outstanding amount of the Initial Secured Note and (ii) Sisecam Wyoming grants to Equipment Financing Lender a security interest in all collateral securing the Second Secured Note to secure Sisecam Wyoming’s obligations under the Initial Secured Note.

At June 30, 2022, Sisecam Wyoming was in compliance with all financial covenants of the Sisecam Wyoming Equipment Financing Arrangement Arrangement.

(1) incorporates all covenants in the CinerSisecam Wyoming Credit Facility (as defined below), now or hereinafter existing, or in any applicable replacement credit facility accepted in writing by the Equipment Financing Lender, that are based upon a specified level or ratio relating to assets, liabilities, indebtedness, rentals, net worth, cash flow, earnings, profitability, or any other accounting-based measurement or test, and (2) includes customary events of default subject to applicable grace periods, including, among others, (i) payment defaults, (ii)(ii ) certain mergers or changes in control of CinerSisecam Wyoming, (iii) cross defaults with certain other indebtedness (a) to which the Equipment Financing Lender is a party or (b) to third parties in excess of $10 million, and (iv) the commencement of certain insolvency proceedings or related events identified in the Master Agreement. Upon the occurrence of an event of default, in its discretion, the Equipment Financing Lender may exercise certain remedies, including, among others, the ability to accelerate the maturity of any Equipment Note such that all amounts thereunder will become immediately due and payable, to take possession of the Equipment identified in any Equipment Note, and to charge CinerSisecam Wyoming a default rate of interest on all then outstanding or thereafter incurred obligations under the CinerSisecam Wyoming Equipment Financing Arrangement.

Sisecam Wyoming’s balance under the CinerSisecam Wyoming Equipment Financing Arrangement as ofat June 30, 20212022 was $26.2$23.2 million ($26.023.0 million net of financing costs).

In connection with the event of default (the “Facilities Agreement Default”) under the Facilities AgreementCoC Transaction (as defined below) that arose in FebruaryNote 1 above), on December 17, 2021, (as defined and described below in the WE Soda and Ciner Enterprises Facilities Agreement section), CinerSisecam Wyoming entered into a second amendmentthe First Amendment (“First Amendment”) to its $225.0 million senior secured revolving credit facility, dated as of October 28, 2021 (as amended, the “Sisecam Wyoming Credit Facility”), with each of the lenders listed on the respective signature pages thereof and Bank

of America, N.A., as administrative agent, swing line lender and letter of credit issuer. Pursuant to the Master Agreement (the “SecondFirst Amendment, to the Master Agreement”) on March 5, 2021.Such amendment modified the definition of change“Change of controlControl” under the Master Agreement in orderCredit Facility was revised to prevent an eventreflect that the updated indirect ownership of default thereunder that could have otherwise resulted fromSisecam Resources LP and Sisecam GP as contemplated by the Facilities Agreement lenders foreclosing on certain equity interests in Ciner Holdings (the “Equity Default Remedy”) asCoC Transaction would not cause a remedy for the Facilities Agreement Default, or as a remedy for future eventsChange of defaultControl under the Facilities Agreement.Management isSisecam Wyoming Credit Facility so long as the CoC Transaction occured prior to March 31, 2022. The CoC Transaction did not aware of any current circumstances that would resultcause a change in ancontrol event of default under the Ciner Wyoming Equipment Financing Arrangement in the next twelve months.As ofCredit Facility.

At June 30, 2021, Ciner2022, Sisecam Wyoming was in compliance with all financial covenants of the CinerSisecam Wyoming Equipment Financing Arrangement, as amended.Credit Facility.