Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36062 | ||
Entity Registrant Name | Sisecam Resources LP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-2613366 | ||
Entity Address, Address Line One | Five Concourse Parkway | ||
Entity Address, Address Line Two | Suite 2500 | ||
Entity Address, City or Town | Atlanta | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30328 | ||
City Area Code | 770 | ||
Local Phone Number | 375-2300 | ||
Title of 12(b) Security | Common units representing limited partnership interests | ||
Trading Symbol | SIRE | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 88.7 | ||
Documents Incorporated by Reference | None | ||
Entity Central Index Key | 0001575051 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
General Partner | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 399,000 | ||
Common Units | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 19,799,791 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | BDO USA, LLP |
Auditor Location | Atlanta, Georgia |
Auditor Firm ID | 243 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 21.3 | $ 2.7 |
Accounts receivable-affiliates | 53.9 | 49.3 |
Accounts receivable, net of allowance for credit losses | 170.8 | 116.9 |
Inventory | 47.7 | 30.1 |
Other current assets | 47.8 | 9 |
Total current assets | 341.5 | 208 |
Property, plant and equipment, net | 298.9 | 304.2 |
Other non-current assets | 31.5 | 31.1 |
Total assets | 671.9 | 543.3 |
Current liabilities: | ||
Current portion of long-term debt | 8.8 | 8.6 |
Accounts payable | 37.1 | 21.9 |
Due to affiliates | 6.1 | 2.3 |
Accrued expenses | 59.6 | 41 |
Total current liabilities | 111.6 | 73.8 |
Long-term debt | 128.2 | 115 |
Other non-current liabilities | 16.1 | 9.8 |
Total liabilities | 255.9 | 198.6 |
Commitments and Contingencies (See Note 14) | ||
Equity: | ||
Limited Partners' Capital Account | 207 | 187.4 |
General Partners' Capital Account | 4.7 | 4.6 |
Accumulated other comprehensive loss | 19.2 | 3 |
Partners’ capital attributable to Sisecam Resources LP | 230.9 | 195 |
Noncontrolling interest | 185.1 | 149.7 |
Total equity | 416 | 344.7 |
Total liabilities and equity | $ 671.9 | $ 543.3 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Millions, $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common units issued (in shares) | 19.8 | |
Common units outstanding (in shares) | 19.8 | 19.8 |
General partner units issued (in shares) | 0.4 | 0.4 |
General partners units outstanding (in shares) | 0.4 | 0.4 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 416 | $ 344.7 |
Limited Partners' Capital Account | 207 | 187.4 |
Accounts receivable, net of allowance for credit losses | $ 170.8 | $ 116.9 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net sales: | |||
Sales - affiliates | $ 0 | $ 0 | $ 177.9 |
Sales - others | 720.1 | 540.1 | 214.3 |
Total net sales | 720.1 | 540.1 | 392.2 |
Cost of products sold: | |||
Cost of products sold (excludes depreciation, depletion and amortization expense set forth separately below) | 515.2 | 425 | 309.3 |
Cost of product sold - affiliates | 15.1 | 3.5 | 0 |
Depreciation, depletion and amortization expense | 27.9 | 31.6 | 28.8 |
Total cost of products sold | 558.2 | 460.1 | 338.1 |
Operating expenses: | |||
Selling, general and administrative expenses—affiliates | 20 | 17.2 | 17.5 |
Selling, general and administrative expenses—others | 8 | 6.3 | 4.2 |
Total operating expenses | 28 | 23.5 | 21.7 |
Gross Profit | 161.9 | 80 | 54.1 |
Operating income | 133.9 | 56.5 | 32.4 |
Other income/(expenses): | |||
Interest income | 0 | 0 | 0.1 |
Interest expense | (5.8) | (5) | (5.3) |
Other - net | (0.1) | (0.1) | (0.3) |
Total other expense, net | (5.9) | (5.1) | (5.5) |
Net income | 128 | 51.4 | 26.9 |
Net income attributable to noncontrolling interest | 64.7 | 27 | 15.2 |
Net income attributable to Sisecam Resources LP | 63.3 | 24.4 | 11.7 |
Other comprehensive income: | |||
Other comprehensive income on derivative financial instruments | 31.6 | 5.9 | 5.9 |
Comprehensive income | 159.6 | 57.3 | 32.8 |
Comprehensive income attributable to noncontrolling interest | 80.2 | 29.9 | 18.1 |
Comprehensive income attributable to Sisecam Resources LP | $ 79.4 | $ 27.4 | $ 14.7 |
Net income per limited partner unit: | |||
Net income per limited partner unit (basic) (in dollars per share) | $ 3.13 | $ 1.19 | $ 0.58 |
Net income per limited partner unit (diluted) (in dollars per share) | $ 3.13 | $ 1.19 | $ 0.58 |
Limited partner units outstanding: | |||
Total weighted average limited partner units outstanding (basic) (in shares) | 19.8 | 19.8 | 19.7 |
Weighted average limited partner units outstanding (diluted) (in shares) | 19.8 | 19.8 | 19.8 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 128 | $ 51.4 | $ 26.9 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation, depletion and amortization expense | 28.3 | 32.2 | 29.2 |
Impairment and loss on disposal of assets, net | 4.1 | 0 | 0 |
Equity-based compensation expense | 0.3 | 0.5 | 0.7 |
Other non-cash items | 0.7 | 0.5 | 0.3 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (54) | (34.3) | (4.6) |
Accounts receivable - affiliates | (4.6) | (4.7) | 8.5 |
Inventory | (18.4) | 0.3 | (9.8) |
Other current and other non-current assets | (0.9) | (1.8) | (0.5) |
Increase/(decrease) in: | |||
Accounts payable | 15.2 | 5 | 2.2 |
Due to affiliates | 3.7 | (0.5) | (0.1) |
Accrued expenses and other liabilities | 19.8 | 5.6 | 1.9 |
Net cash provided by operating activities | 122.2 | 54.2 | 54.7 |
Cash flows from investing activities: | |||
Capital expenditures | (28.3) | (25.7) | (42.2) |
Insurance proceeds | 0 | 0.8 | 0 |
Net cash used in investing activities | (28.3) | (24.9) | (42.2) |
Cash flows from financing activities: | |||
Borrowings on Revolving Credit Facilities | 158 | 84.5 | 212.5 |
Borrowings on Equipment Financing Arrangements | 0 | 29 | 30 |
Repayments on Revolving Credit Facilities | (136) | (118) | (238.5) |
Repayments on Equipment Financing Arrangements | (8.6) | (3) | (2.2) |
Debt issuance costs | 0 | (1.4) | (0.6) |
Distributions to common unitholders, general partner and non-controlling interest | (88.5) | (18.1) | (27.9) |
Other | (0.2) | (0.1) | (0.2) |
Net cash used in financing activities | (75.3) | (27.1) | (26.9) |
Net increase/(decrease) in cash and cash equivalents | 18.6 | 2.2 | (14.4) |
Cash and cash equivalents at beginning of year | 2.7 | 0.5 | 14.9 |
Cash and cash equivalents at end of year | 21.3 | 2.7 | 0.5 |
Supplemental disclosure of cash flow information: | |||
Interest paid during the year | 5.1 | 4.6 | 5.1 |
Supplemental disclosure of non-cash investing activities: | |||
Capital expenditures on account | $ 2.8 | $ 4.1 | $ 2 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total | Partnership units Common Units | Partnership units General Partner | Accumulated Other Comprehensive Loss/Income | Partners’ Capital Attributable to Sisecam Resources LP Equity | Noncontrolling Interest |
Beginning balance at Dec. 31, 2019 | $ 299.9 | $ 171.4 | $ 4.3 | $ (3) | $ 172.7 | $ 127.2 |
Increase (decrease) in shareholders' equity | ||||||
Net income | 26.9 | 11.5 | 0.2 | 11.7 | 15.2 | |
Other comprehensive income | 5.9 | 3 | 3 | 2.9 | ||
Equity-based compensation plan activity | 0.5 | 0.5 | 0.5 | |||
Distributions | (27.9) | (13.4) | (0.3) | (13.7) | (14.2) | |
Ending balance at Dec. 31, 2020 | 305.3 | 170 | 4.2 | 0 | 174.2 | 131.1 |
Increase (decrease) in shareholders' equity | ||||||
Net income | 51.4 | 23.9 | 0.5 | 24.4 | 27 | |
Other comprehensive income | 5.9 | 3 | 3 | 2.9 | ||
Equity-based compensation plan activity | 0.2 | 0.2 | 0.2 | |||
Distributions | (18.1) | (6.7) | (0.1) | (6.8) | (11.3) | |
Ending balance at Dec. 31, 2021 | 344.7 | 187.4 | 4.6 | 3 | 195 | 149.7 |
Increase (decrease) in shareholders' equity | ||||||
Net income | 128 | 62 | 1.3 | 63.3 | 64.7 | |
Other comprehensive income | 31.6 | 16.2 | 16.2 | 15.4 | ||
Equity-based compensation plan activity | 0.1 | 0.1 | 0.1 | |||
Distributions | (88.5) | (42.5) | (1.2) | (43.7) | (44.7) | |
Ending balance at Dec. 31, 2022 | $ 416 | $ 207 | $ 4.7 | $ 19.2 | $ 230.9 | $ 185.1 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | GENERAL Ownership Structure As used in this Report, the terms “Sisecam Resources LP,” “the Partnership,” “SIRE,” “we,” “us,” or “our” may refer to Sisecam Resources LP, a publicly traded Delaware limited partnership formed in April 2013 by both Sisecam Chemicals Wyoming LLC (“SCW LLC”), a wholly owned subsidiary of Sisecam Chemicals Resources LLC (“Sisecam Chemicals”) and Sisecam Resource Partners LLC (our “general partner” or “Sisecam GP”), a 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 Inc. 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. On December 21, 2021, Ciner Enterprises (which was the indirect owner of approximately 74% of the common units in the Partnership) completed the following transactions pursuant to the definitive agreement which Ciner Enterprises entered into with Sisecam USA, a direct subsidiary of Şişecam Parent on November 20, 2021: • Ciner Enterprises converted Ciner Resources Corporation into Sisecam Chemicals Resources LLC, a Delaware limited liability company ("Sisecam Chemicals"), and Ciner Wyoming Holding Co., a direct wholly owned subsidiary of Sisecam Chemicals, into Sisecam Chemicals Wyoming LLC (“SCW LLC”), with SCW LLC in turn then directly owning approximately 74% of the common units in the Partnership and 100% of the general partner, and Sisecam USA purchased, 60% of the outstanding units of Sisecam Chemicals owned by Ciner Enterprises for a purchase price of $300 million (the “Sisecam Chemicals Sale”); and • at the closing of the Sisecam Chemicals Sale, Sisecam Chemicals, Ciner Enterprises, and Sisecam USA entered into a unitholders and operating agreement (the “Sisecam Chemicals Operating Agreement”) (collectively such transactions, the “ CoC Transaction”). Purs uant to the terms of the Sisecam Chemicals Operating Agreement, Sisecam USA and Ciner Enterprises have a right to designate six directors and four 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 six designees from Sisecam USA, two designees from Ciner Enterprises and three 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 four managers to the board of managers of Sisecam Wyoming (the “Wyoming Board”) shall be comprised of three designees from Sisecam USA and one 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 without limitation taking any action that would have an adverse effect on the master limited partnership status of the Partnership or any of its subsidiaries. As a result of Sisecam USA’s and Ciner Enterprise’s respective interests in Sisecam Chemicals and their respective rights under the Sisecam Chemicals Operating Agreement, each of Ciner Enterprises and Sisecam USA and their respective beneficial owners may be deemed to share beneficial ownership of the approximate 2% general partner interest in the Partnership and approximately 74% of the common units in the Partnership owned directly by SCW LLC and indirectly by Sisecam Chemicals as parent entity of SCW LLC. In 2022, the Partnership obtained the right to appoint an additional Sisecam USA designee to the Wyoming Board and the Ciner Enterprises designee on the Wyoming Board was eliminated. Nature of Operations 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 Partnership’s operations consist solely of its investment in Sisecam Wyoming. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Significant Accounting Policies The accompanying consolidated financial statements of the Partnership and its subsidiary have been prepared in conformity with U.S. generally accepted accounting principles 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 significant intercompany transactions, balances, revenue and expenses have been eliminated in consolidation and unless otherwise noted, the financial information for the Partnership is presented before noncontrolling interest. Use of Estimates The preparation of consolidated financial statements, in accordance with accounting principles generally accepted in the United States of America, 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 consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition The majority of the Partnership’s revenues are recognized upon satisfaction of our performance obligations, that is, delivery and transfer of title to the product to our customers as discussed below. Additionally, the Partnership has made an accounting policy election to account for shipping and handling activities as fulfillment costs. We have one reportable segment, and our revenue is derived from the sale of soda ash which is our sole and primary good and service. Performance Obligations . A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. 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 generally uses standard shipping terms across each customer contract with very few exceptions. Control transfer occurs at 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, and therefore control, occurs is the point when the product leaves our facilities for domestic customers, the point when the product reaches the port of loading for ANSAC sales, and the point when the product is placed on a vessel for other international customers, thereby rendering our performance obligation fulfilled. Until the ANSAC exit on December 31, 2020, the time at which delivery and transfer of title occurred for ANSAC sales had been the same as domestic customers. • Payment Terms. Our payment terms vary by the type and location of our customers. The term between invoicing and when payment is due is not significant and consistent with typical terms in the industry. • Variable Consideration. We recognize revenue as the amount of consideration that we expect to receive in exchange for transferring promised goods or services to customers. We do not adjust the transaction price for the effects of a significant financing component, as the time period between control transfer of goods and services and expected payment is one year or less. At the time of sale, we estimate provisions for different forms of variable consideration (discounts, rebates, and pricing adjustments) based on historical experience, current conditions and contractual obligations, as applicable. The estimated transaction price is typically not subject to significant reversals. We adjust these estimates when the most likely amount of consideration we expect to receive changes, although these changes are typically immaterial. • Returns, Refunds and Warranties. In the normal course of business, the Partnership does not accept returns, nor does it typically provide customers with the right to a refund. • Freight. In accordance with FASB Accounting Standard Codification, Revenue from Contracts with Customers (Topic 606) (“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 as part of the cost of products sold at the point in which control of soda ash has transferred 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 16, “Major Customers and Segment Reporting,” for revenue disaggregated into geographical regions. Revenue 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 generally that is only dependent on the passage of time. In general, customers are billed and a receivable is recorded as goods are shipped. These billed receivables are reported as “Accounts Receivable, net” on the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021. There were no contract assets as of December 31, 2022 and December 31, 2021. • Contract Liabilities. There may be situations where customers are required to prepay for freight and insurance prior to shipment. The Partnership accounts for freight costs as fulfillment activities 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. Freight Costs The Partnership includes freight costs billed to customers for shipments administered by the Partnership in gross sales. The related freight costs incurred by the Partnership along with cost of products sold are deducted from gross sales to determine gross profit. Cash and Cash Equivalents The Partnership considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents consist primarily of money market deposit accounts. Accounts Receivable We determine expected credit losses for recorded receivables based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Inventory Inventory is carried at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method for raw material and finished goods inventory and the weighted average cost method for stores inventory. Costs include raw materials, direct labor and manufacturing overhead. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. • Raw material inventory includes material, chemicals and natural resources being used in the mining and refining process. • Finished goods inventory is the finished product soda ash. • Stores inventory includes parts, materials and operating supplies which are typically consumed in the production of soda ash and currently available for future use. If the inventory has been used within the preceding twelve months, it is classified as current assets and remainder is classified as non-current assets. Property, Plant, and Equipment Property, plant, and equipm ent are stated at cost less accumulated depreciation. Depreciation is computed over the estimated useful lives of depreciable assets, using the straight-line method. The estimated useful lives applied to depreciable assets are as follows: Useful Lives Land improvements 10 years Depletable land 15-60 years Buildings and building improvements 10-30 years Computer hardware 3-5 years Machinery and equipment 5-20 years Furniture and fixtures 5-10 years Mineral reserves are amortized over an estimated time period that is derived from total estimated proven and probable mineral reserves divided by our average annual tons mined which was over 50 years as of December 31, 2022. The Partnership’s policy is to evaluate property, plant, and equipment for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. An indicator of potential impairment would include situations when the estimated future undiscounted cash flows are less than the carrying value. The amount of any impairment then recognized would be calculated as the difference between estimated fair value and the carrying value of the asset. Derivative Instruments and Hedging Activities The Partnership may enter into derivative contracts from time to time to manage exposure to the risk of exchange rate changes on its foreign currency transactions, the risk of changes in natural gas prices, and the risk of the variability in interest rates on borrowings. Gains and losses on derivative contracts qualifying for hedge accounting are reported as a component of the underlying transactions. The Partnership follows hedge accounting for its hedging activities. All derivative instruments are recorded on the balance sheet at their fair values. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. The Partnership designates its derivatives based upon criteria established for hedge accounting under generally accepted accounting principles. For a derivative designated as a fair value hedge, the gain or loss is recognized in earnings in the period of change together with the offsetting gain or loss on the hedged item attributed to the risk being hedged. For a derivative designated as a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into earnings when the hedged exposure affects earnings. For derivatives not designated as hedges, the gain or loss is reported in earnings in the period of change. When the Partnership has natural gas physical forward contracts, they are accounted for under the normal purchases and normal sales scope exception. Income Tax We are organized as a pass-through entity for federal income tax purposes and therefore are not subject to federal or certain state income taxes. As a result, our partners are responsible for income taxes based on their respective share of taxable income. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the partnership agreement. Reclamation Costs The Partnership is obligated to return the land beneath its refinery and tailings ponds to its natural condition upon completion of operations and is required to return the land beneath its rail yard to its natural condition upon termination of the various lease agreements. The Partnership accounts for its land reclamation liability as an asset retirement obligation, which requires that obligations associated with the retirement of a tangible long-lived asset be recorded as a liability when those obligations are incurred, with the amount of the liability initially measured at fair value. Upon initially recognizing a liability for an asset retirement obligation, an entity must capitalize the cost by recognizing an increase in the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the estimated useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The estimated original liability calculated in 1996 for the refinery and tailing ponds was calculated based on the estimated useful life of the mine, which was 80 years, and on external and internal estimates as to the cost to restore the land in the future and state regulatory requirements. The liability was discounted using a weighted average credit-adjusted risk-free rate of approximately 6% and is being accreted throughout the estimated life of the related assets to equal the total estimated costs with a corresponding charge being recorded to cost of products sold. The Partnership has constructed a rail yard to facilitate loading and switching of rail cars. The Partnership is required to restore the land on which the rail yard is constructed to its natural conditions. The original estimated liability for restoring the rail yard to its natural condition was calculated based on the land lease life of 30 years and on external and internal estimates as to the cost to restore the land in the future. The liability is discounted using a credit-adjusted risk-free rate of 4.2% and is being accreted throughout the estimated life of the related assets to equal the total estimated costs with a corresponding charge being recorded to cost of products sold. Fair Value of Financial Instruments Fair value is determined using a valuation hierarchy, generally by reference to an active trading market, quoted market prices or model-derived valuations for the same or similar financial instruments. See Note 17, “Fair Value Measurements,” for more information. Equity-Based Compensation We recognize compensation expense related to equity-based awards, with service conditions, granted to employees based on the estimated fair value of the awards on the date of grant, net of estimated forfeitures. The grant date fair value of the equity-based awards is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. Equity-based awards with market conditions are fair valued using a Monte Carlo Simulation model. See Note 12, “Equity-Based Compensation,” for additional information. 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: Level 1-inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market. Level 2-inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability. Level 3-inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability. Financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, derivative financial instruments and long-term debt. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable and accrued expenses approximate their fair value because of the nature of such instruments. Our long-term debt and derivative financial instruments are measured at their fair values with Level 2 inputs based on quoted market values for similar but not identical financial instruments. Subsequent Events We have evaluated subsequent events through the filing of this Annual Report on Form 10-K. See Note 18, “Subsequent Events” for additional information. Recent Accounting Guidance Recently Adopted Accounting Guidance In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) providing temporary guidance to ease the potential burden in accounting for reference rate reform primarily resulting from the discontinuation of the London Inter-bank Offered Rate (“LIBOR”), which occurred on December 31, 2021 except U.S. Dollar LIBOR, which is expected to occur on June 30, 2023. The amendments in ASU 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The new guidance provides the following optional expedients: (i) simplifies accounting analyses under current GAAP for contract modifications; (ii) simplifies the assessment of hedge effectiveness and allows hedging relationships affected by reference rate reform to continue; and (iii) allows a one-time election to sell or transfer debt securities classified as held to maturity that reference a rate affected by reference rate reform. An entity may elect to apply the amendments prospectively from March 12, 2020 through December 31, 2022 by accounting topic. The Partnership evaluated ASU 2020-04 and concluded that there was no impact to the Partnership’s consolidated financial statements. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”) to clarify that all derivative instruments affected by changes to the interest rates used for discounting, margining or contract price alignment (commonly referred to as the discounting transition) are in the scope of ASC 848. The amendments also clarify other aspects of the guidance in ASC 848 and addresses the effects of the cash compensation adjustment provided in the discounting transition on certain aspects of hedge accounting. The guidance in ASC 848 also allows entities to make a one-time election to sell and/or transfer to available for sale or trading any held-to-maturity debt securities that refer to an interest rate affected by reference rate reform and were classified as held to maturity before January 1, 2020. The original guidance and the recently issued ASU are effective as of their issuance dates. The relief provided is temporary and generally cannot be applied to contract modifications that occur after December 31, 2022 or hedging relationships entered into or evaluated after that date. However, the FASB has indicated that it will revisit the sunset date in ASC 848 after the LIBOR administrator makes a final decision on a phaseout date. The LIBOR administrator recently extended the publication of the overnight and the one-, three-, six- and 12-month U.S. Dollar LIBOR settings through June 30, 2023, when many existing contracts that reference LIBOR will have expired. The Partnership evaluated ASU 2021-01 and concluded that there was no impact to the Partnership’s consolidated financial statements. In December 30, 2022, the FASB issued a new effective date for Reference Rate Reform (Topic 848) and Derivatives and Hedging (Topic 815) - Deferral of the Sunset Date (ASU 2020-06), to December 31, 2024. |
NET INCOME PER UNIT AND CASH DI
NET INCOME PER UNIT AND CASH DISTRIBUTION | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME PER UNIT AND CASH DISTRIBUTION | NET INCOME PER UNIT AND CASH DISTRIBUTION Allocation of Net Income 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. Net income per unit applicable to limited partners is computed by dividing limited partners’ interest in net income attributable to Sisecam Chemicals, after deducting the general partner’s interest and any incentive distributions, by the weighted average number of outstanding common units. 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. Anti-dilutive units outstanding were immaterial for all periods presented. The net income attributable to common unitholders and the weighted average units for calculating basic and diluted net income per common units were as follows: Year Ended December 31, (In millions) 2022 2021 2020 Net income attributable to Sisecam Resources LP $ 63.3 $ 24.4 $ 11.7 Less: General partner’s distribution declared 0.8 0.7 0.1 Less: Limited partners’ distribution declared 39.6 19.6 6.7 Income in excess of distribution $ 22.9 $ 4.1 $ 4.9 Year Ended December 31, 2022 (In millions, except per unit data) General Partner Limited Partners’ Total Distribution declared $ 0.8 $ 39.6 $ 40.4 Income in excess of distribution 0.5 22.4 22.9 Net income attributable to partners $ 1.3 $ 62.0 $ 63.3 Weighted average limited partner units outstanding: Basic 19.8 Diluted 19.8 Net income per limited partner unit: Basic $ 3.13 Diluted $ 3.13 Year Ended December 31, 2021 (In millions, except per unit data) General Partner Limited Partners’ Total Distribution declared $ 0.7 $ 19.6 $ 20.3 Income in excess of distribution 0.1 4.0 4.1 Net income attributable to partners $ 0.8 $ 23.6 $ 24.4 Weighted average limited partner units outstanding: Basic 19.8 Diluted 19.8 Net income per limited partner unit: Basic $ 1.19 Diluted $ 1.19 Year Ended December 31, 2020 (In millions, except per unit data) General Partner Limited Partners’ Total Distribution declared $ 0.1 $ 6.7 $ 6.8 Income in excess of distribution 0.1 4.8 4.9 Net income attributable to partners $ 0.2 $ 11.5 $ 11.7 Weighted average limited partner units outstanding: Basic 19.7 Diluted 19.8 Net income per limited partner unit: Basic $ 0.58 Diluted $ 0.58 Quarterly Distribution On February 1, 2023 the Partnership declared its fourth quarter 2022 quarterly distribution. On February 23, 2023, we paid a quarterly cash distribution of $0.50 per limited partner unit to unitholders of record on February 13, 2023. The total combined distribution paid to our limited partners and paid to our general partner was approximately $10.1 million. 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 approximately 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 approximately 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), 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 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 apply to quarterly distribution amounts for the fourth quarter of 2022. 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 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 incentive distribution rights and (4) assume that we do not issue additional classes of equity securities. Marginal Percentage Total Quarterly Unitholders General Incentive 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% 13.0% Third Target Distribution above $0.6250 up to $0.7500 75.0% 25.0% 23.0% Thereafter above $0.7500 50.0% 50.0% 48.0% The following table illustrates the total amount of available cash from operating surplus for the quarter ended December 31, 2021 that was distributed to the unitholders of limited partners and the general partner, including in respect of incentive distribution rights. Cash Distributions to General Partner (In thousands) Cash General Incentive Total Total $0.5000 $ 9,893 $ 200 $ — $ 200 — $ 10,093 above $0.5000 up to $0.5750 1,484 30 — 30 — 1,514 above $0.5750 up to $0.6250 989 23 151 174 1,164 above $0.6250 up to $0.7500 495 13 152 165 659 above $0.7500 — — — — — $ 12,861 $ 265 $ 303 $ 568 $ 13,430 |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | ACCOUNTS RECEIVABLE, NET Accounts receivable, net consisted of the following as of December 31: (In millions) 2022 2021 Trade receivables, net $ 162.9 $ 109.8 Other receivables 7.9 7.1 Total $ 170.8 $ 116.9 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory consisted of the following as of December 31: (In millions) 2022 2021 Raw materials $ 14.8 $ 10.5 Finished goods 23.6 9.3 Stores inventory, current 9.3 10.3 Total $ 47.7 $ 30.1 |
PROPERTY, PLANT, AND EQUIPMENT,
PROPERTY, PLANT, AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | PROPERTY, PLANT, AND EQUIPMENT, NET Property, plant, and equipment, net consisted of the following as of December 31: (In millions) 2022 2021 Land and land improvements $ 0.3 $ 0.3 Depletable Land 4.0 3.0 Buildings and building improvements 168.2 164.3 Computer hardware 6.6 5.6 Machinery and equipment 760.5 714.8 Mining reserves 65.3 65.3 Total 1,004.9 953.3 Less accumulated depreciation, depletion and amortization (736.1) (708.7) Total net book value 268.8 244.6 Construction in progress 30.1 59.6 Total property, plant, and equipment, net $ 298.9 $ 304.2 Depreciation, depletion and amortization expense on property, plant, and equipment was $27.1 million, $30.7 million, and $28.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER NON-CURRENT ASSETS | OTHER NON-CURRENT ASSETS Other non-current assets consisted of the following as of December 31: (In millions) 2022 2021 Stores inventory, non-current $ 22.4 $ 20.5 Internal-use software, net of accumulated amortization 4.9 5.7 Other 4.2 4.9 Total $ 31.5 $ 31.1 During the years ended December 31, 2022, 2021, and 2020, in accordance with ASC 350-40, Internal-Use Software, we capitalized $0.0 million, $0.9 million and $0.5 million, respectively, of certain internal use software development costs. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and infrastructure development stage, and (iii) the post-implementation stage. Costs incurred in the planning and post-implementation stages of software development, or other maintenance and development expenses that do not meet the qualification for capitalization are expensed as incurred. Costs incurred in the application and infrastructure development stage, including significant enhancements and upgrades, are capitalized. The Partnership amortizes software development costs on a straight-line basis over the estimated useful life of five $0.8 million per year. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following as of December 31: (In millions) 2022 2021 Accrued capital expenditures $ 1.6 $ 2.9 Accrued energy costs 11.7 7.0 Accrued royalty costs 11.1 7.6 Accrued employee compensation & benefits 11.3 9.1 Accrued other taxes 5.4 4.2 Accrued derivatives 7.9 0.8 Received not invoiced accrual 8.8 8.0 Other accruals 1.8 1.4 Total $ 59.6 $ 41.0 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Long-term debt consisted of the following as of December 31: (In millions) 2022 2021 Sisecam Wyoming Equipment Financing Arrangement Security Note Number 001 with maturity date of March 26, 2028, fixed interest rate of 2.479% $ 21.5 $ 24.6 Sisecam Wyoming Equipment Financing Arrangement Security Note Number 002 with maturity date of December 17, 2026, fixed interest rate of 2.4207% 23.5 29.0 Sisecam Wyoming Credit Facility, secured principal expiring on October 28, 2026, variable interest rate as a weighted average rate of 5.72% at December 31, 2022 92.0 70.0 Total debt 137.0 123.6 Current portion of long-term debt 8.8 8.6 Total long-term debt $ 128.2 $ 115.0 Aggregate maturities required on long-term debt at December 31, 2022 are due in future years as follows: (In millions) Amount 2023 $ 8.8 2024 9.1 2025 9.3 2026 101.5 2027 8.4 Total $ 137.1 Sisecam Wyoming Equipment Financing Arrangement Master Loan and Security Agreement: On March 26, 2020, Sisecam Wyoming and Banc of America Leasing & Capital, LLC, as lender (the “Equipment Financing Lender”), entered into an equipment financing arrangement (“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 Sisecam Wyoming’s natural gas-fired turbine co-generation facility that became operational in March 2020. Each equipment financing entered into under the Sisecam 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 Sisecam Wyoming’s obligations under the Sisecam Wyoming Equipment Financing Arrangement, Sisecam Wyoming granted to the Equipment Financing Lender a continuing security interest in all of Sisecam Wyoming’s right, title and interest in and to the Equipment (as defined in the Master Agreement) and certain related collateral. On October 28, 2021, in connection with the entry into the Sisecam Wyoming Credit Facility (which replaced the Prior Sisecam Wyoming Credit Facility), Sisecam Wyoming and the Equipment Financing Lender entered into an amendment to the Master Agreement, in order to amend and restate all covenants 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 to conform with the Sisecam Wyoming Credit Facility. 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 First 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 December 31, 2022, Sisecam Wyoming was in compliance with all financial covenants of the Sisecam Wyoming Equipment Financing Arrangement. The Sisecam Wyoming Equipment Financing Arrangement: (1) incorporates all covenants in the Sisecam 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 ) certain mergers or changes in control of Sisecam 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 Sisecam Wyoming a default rate of interest on all then outstanding or thereafter incurred obligations under the Sisecam Wyoming Equipment Financing Arrangement: Among other things, Security Note Number 001: • was executed on March 25, 2020; • has a principal amount of $30,000,000; • has a maturity date of March 26, 2028; • shall be payable by Sisecam Wyoming to the Equipment Financing Lender in 96 consecutive monthly installments of principal and interest commencing on April 26, 2020 and continuing thereafter until the maturity date of the Initial Secured Note, which shall be in the amount of approximately $307,000 for the first 95 monthly installments and approximately $4,307,000 for the final monthly installment; and • entitles Sisecam Wyoming to prepay all (but not less than all) of the outstanding principal balance of the Initial Secured Note (together with all accrued interest and other charges and amounts owed thereunder) at any time after one (1) year from the date of the Initial Secured Note, subject to Sisecam Wyoming paying to the Equipment Financing Lender an additional prepayment amount determined by the amount of principal balance prepaid and the date such prepayment is made. In connection with the Second Sisecam Wyoming Amendment (as defined below), the Master Agreement was amended to incorporate, among other things, the modified covenants set forth in the Second Sisecam Wyoming Amendment related to consolidated leverage ratios of Sisecam Wyoming. In December 2021 a waiver was obtained to accommodate the CoC Transaction. First Amendment to Security Note Number 001: 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 First Amendment to the Initial Secured Note, provides among other things: (i) upon the occurrence of an early full payoff of the Second Secured Note, 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. Sisecam Wyoming’s balance under the Sisecam Wyoming Equipment Financing Arrangement at December 31, 2022 wa s net of financing costs). Among other things, Security Note Number 002: • was executed on December 17, 2021; • has a principal amount of $29,000,000; • has a maturity date of December 17, 2026; • shall be payable by Sisecam Wyoming to the Equipment Financing Lender in 60 consecutive monthly installments of principal and interest commencing on January 17, 2022 and continuing thereafter until the maturity date of the Second Secured Note, which shall be in the amount of approximately $513,660 for each monthly installment; • entitles Sisecam Wyoming to prepay all (but not less than all) of the outstanding principal balance of the Second Secured Note (together with all accrued interest and other charges and amounts owed thereunder) at any time after one (1) year from the date of the Second Secured Note, subject to Sisecam Wyoming paying to the Equipment Financing Lender an additional prepayment amount determined by the amount of principal balance prepaid and the date such prepayment is made and subject to Sisecam Wyoming simultaneously paying, in full, the outstanding amount of the Initial Secured Note as discussed above; and • upon the occurrence of full payoff of Initial Secured Note dated as of March 25, 2020 under the Master Agreement, Sisecam Wyoming shall simultaneously pay, in full, the outstanding amount of this Second Secured Note. Sisecam Wyoming Credit Facility On October 28, 2021, Sisecam Wyoming entered into a new $225.0 million senior secured revolving credit facility (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. The Sisecam Wyoming Credit Facility matures on October 28, 2026. On closing, the amount drawn under this new Sisecam Wyoming Credit Facility approximated the amount outstanding under the Prior Sisecam Wyoming Credit Facility at September 30, 2021. The Sisecam Wyoming Credit Facility provides, among other things: • a sublimit up to $40.0 million for the issuance of standby letters of credit and a sublimit up to $20.0 million for swingline loans; • an accordion feature that enables Sisecam Wyoming to increase the revolving borrowings under the Sisecam Wyoming Credit Facility by up to an additional $250.0 million (subject to certain conditions); • in addition to the aforementioned revolving borrowings, an ability to incur up to $225 million of additional term loan facility indebtedness to finance Sisecam Wyoming’s capacity expansion capital expenditures; (subject to certain conditions); • a pledge by Sisecam Wyoming of substantially all of Sisecam Wyoming’s assets (subject to certain exceptions), including: (i) all present and future shares of any subsidiaries of Sisecam Wyoming (whether now existing or hereafter created) and (ii) all personal property of Sisecam Wyoming (subject to certain conditions); • contains various covenants and restrictive provisions that limit (subject to certain exceptions) Sisecam Wyoming’s ability to: (i) incur certain liens or permit them to exist; (ii) incur or guarantee additional indebtedness; (iii) make certain investments and acquisitions related to Sisecam Wyoming’s operations in Wyoming); (iv) merge or consolidate with another company; (v) transfer, sell or otherwise dispose of assets, (vi) make distributions; (vii) change the nature of Sisecam Wyoming’s business; and (viii) enter into certain transactions with affiliates; • a requirement to maintain a quarterly consolidated leverage ratio of not more than 3.25:1:00; provided, however, subject to certain conditions, Sisecam Wyoming shall have the ability to increase the maximum consolidated leverage ratio to 3.75:1.00 for a year while Sisecam Wyoming is undertaking capacity expansion capital expenditures; • a requirement to maintain a quarterly consolidated interest coverage ratio of not less than 3.00:1.00; and • customary events of default including (i) failure to make payments required under the Sisecam Wyoming Credit Facility, (ii) events of default resulting from failure to comply with covenants and financial ratios, (iii) the occurrence of a voluntary change of control, as a result of which Sisecam Wyoming is directly or indirectly controlled by persons or entities not currently directly or indirectly controlling Sisecam Wyoming, (iv) the institution of insolvency or similar proceedings against Sisecam Wyoming, and (v) the occurrence of a cross default under any other material indebtedness Sisecam Wyoming may have. Upon the occurrence of an event of default, in their discretion, the Sisecam Wyoming Credit Facility lenders may exercise certain remedies, including, among others, accelerating the maturity of any outstanding loans, accrued and unpaid interest and all other amounts owing and payable such that all amounts thereunder will become immediately due and payable, and if not timely paid upon such acceleration, to charge Sisecam Wyoming a default rate of interest on all amounts outstanding under the Sisecam Wyoming Credit Facility. However, upon the occurrence of an involuntary change of control of Sisecam Wyoming, and after the passage of time as specified in the Sisecam Wyoming Credit Facility, Sisecam Wyoming’s debt thereunder would be accelerated. In addition, loans under the Sisecam Wyoming Credit Facility (other than any swingline loans) will bear interest at Sisecam Wyoming’s option at either: • a base rate, which equals the highest of (i) Bank of America’s prime rate, (ii) the federal funds rate then in effect on such day, plus 0.50%; (iii) one-month Bloomberg Short-Term Bank Yield Index (“BSBY”) adjusted daily rate, plus 1.0%; and (iv) 1.0%, plus, in each case, an applicable margin range from 0.50% to 1.75% based on the consolidated leverage ratio of Sisecam Wyoming; or • a BSBY rate for interest periods of one, three or six months, plus, in each case, an applicable margin range from 1.50% to 2.75% based on the consolidated leverage ratio of Sisecam Wyoming. In addition, if a BSBY rate ceases to exist for any period, loans under the Sisecam Wyoming Credit Facility will bear interest based on alternative indexes (including the secured overnight financing rate), plus an applicable margin. The unused portion of the Sisecam Wyoming Credit Facility is subject to a per annum commitment fee and the applicable margin of the interest rate under the Sisecam Wyoming Credit Facility will be determined as follows: Pricing Tier Leverage Ratio BSBY Rate Loans Base Rate Loans Commitment Fee 1 < 1.25:1.0 1.50 % 0.50 % 0.23 % 2 ≥ 1.25:1.0 but < 1.75:1.0 1.75 % 0.75 % 0.25 % 3 ≥ 1.75:1.0 but < 2.25:1.0 2.00 % 1.00 % 0.28 % 4 ≥ 2.25:1.0 but < 3.00:1.0 2.25 % 1.25 % 0.30 % 5 ≥ 3.00:1.0 but < 3.50:1.0 2.50 % 1.50 % 0.33 % 6 ≥ 3.50:1.0 2.75 % 1.75 % 0.35 % The Sisecam Wyoming Credit Facility permits the consolidated leverage ratio as of the end of each fiscal quarter of Sisecam Wyoming, commencing with the fiscal quarter ending December 31, 2021, to be greater than 3.25: 1.00; provided, however, during the Specified Capital Expansion Holiday, the lenders shall not permit the consolidated leverage ratio as of the end of each fiscal quarter of Sisecam Wyoming to be greater than 3.75:1.00. “Specified Capital Expansion Holiday” means the period consisting of four (4) full fiscal quarters after the Sisecam Wyoming has (i) made capital expenditures related to the Specified Capital Expansion (or other capital expansion project approved by the board of directors, board of managers or equivalent governing body of Sisecam Wyoming) of at least $200.0 million and (ii) provided written notice to the administrative agent that Sisecam Wyoming is electing to initiate such Specified Capital Expansion Holiday. “Specified Capital Expansion” means expansion activities related to the lenders’ soda ash operations in Wyoming which have been approved in writing by the Sisecam Wyoming’s board of directors, board of managers or equivalent governing body. The Sisecam Wyoming Credit Facility permits the consolidated interest coverage ratio as of the end of any fiscal quarter of Sisecam Wyoming, commencing with the fiscal quarter ending December 31, 2021, to be less than 3.00:1.00. In connection with the CoC Transaction (as defined in Note 1 above), on December 17, 2021, Sisecam Wyoming entered into the 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 First Amendment, the definition of “Change of Control” under the Credit Facility was revised to reflect that the updated indirect ownership of Sisecam Resources LP and Sisecam GP as contemplated by the CoC Transaction will not cause a Change of Control under the Sisecam Wyoming Credit Facility so long as the CoC Transaction occurred prior to March 31, 2022. The CoC Transaction did not cause a change in control event under the Credit Facility. At December 31, 2022, Sisecam Wyoming was in compliance with all financial covenants of the Sisecam Wyoming Credit Facility. WE Soda and Ciner Enterprises Facilities Agreement On August 1, 2018, Ciner Enterprises, the entity that, prior to the CoC Transaction, indirectly owned and controlled the Partnership, 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, WE Soda Kimya Yatırımları Anonim Şirketi, Ciner Kimya Yatırımları Sanayi ve Ticaret Anonim Şirketi, Ciner Enterprises, SCW LLC, and Sisecam Chemicals (as original guarantors and together with the borrowers, the “Ciner Obligors”), were parties (as amended and restated or otherwise modified, the “Facilities Agreement”), and certain related finance documents. On February 20, 2022, the Facilities Agreement was refinanced and Ciner Enterprises, SCW LLC, and Sisecam Chemicals were released from being Obligors of the Facilities Agreement and are not a party to the WE Soda refinanced agreement. |
OTHER NON-CURRENT LIABILITIES
OTHER NON-CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
OTHER NON-CURRENT LIABILITIES | OTHER NON-CURRENT LIABILITIES Other non-current liabilities consisted of the following as of December 31: (In millions) 2022 2021 Reclamation reserve $ 8.4 $ 8.0 Derivative instruments and hedges, fair value liabilities, and other 0.6 1.8 Accrued non income tax related taxes 7.1 — Total $ 16.1 $ 9.8 A reconciliation of the Partnership’s reclamation reserve liability is as follows: (In millions) 2022 2021 Reclamation reserve balance at beginning of year $ 8.0 $ 7.3 Accretion expense 0.4 0.4 Reclamation adjustments (1) — 0.3 Reclamation reserve balance at end of year $ 8.4 $ 8.0 (1) The reclamation costs are periodically evaluated for adjustments by the Wyoming Department of Environmental Quality. See Note 14 “Commitments and Contingencies,” “ Mine Permit Bonding Commitment” for additional information on our reclamation reserve at December 31, 2022 and 2021. |
EMPLOYEE COMPENSATION
EMPLOYEE COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE COMPENSATION | EMPLOYEE COMPENSATION The Partnership participates in various benefit plans offered and administered by Sisecam Chemicals and is allocated its portions of the annual costs related thereto. The specific plans are as follows: Retirement Plans - Benefits provided under the retirement plans for salaried employees and hourly employees (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. The Retirement Plans cover substantially all full-time employees hired before May 1, 2001. Sisecam Chemicals’ Retirement Plans had a net liability balance of $26.6 million and $32.8 million at December 31, 2022 and December 31, 2021, respectively. Sisecam Chemicals’ 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 Plans’ net periodic pension (benefit) cost for the years ended December 31, 2022, 2021 and 2020 was ($3.7) million, ($2.7) million and ($1.3) million, respectively. The variation in annual pension (benefit) cost was driven by a better-than-expected return on assets and lower inte rest expense assumptions. 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 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 years ended December 31, 2022, 2021 and 2020 were $3.6 million, $3.4 million and $3.4 million, respectively. Postretirement Benefits - Most of the Partnership’s employees hired before January 2, 2017 are eligible for postretirement benefits other than pensions if they reach age 58 while still employed with at least 10 years of service. The postretirement benefits are accounted for by Sisecam Chemicals on an accrual basis over an employee’s period of service. The postretirement plan, excluding pensions, is not funded, and Sisecam Chemicals has the right to modify or terminate the plan. The post-retirement plan had a net unfunded liability of $7.7 million and $10.7 million on December 31, 2022, and December 31, 2021, respectively. |
EQUITY - BASED COMPENSATION
EQUITY - BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY - BASED COMPENSATION | EQUITY - BASED COMPENSATION In July 2013, our general partner established the Sisecam Resource Partners LLC 2013 Long-Term Incentive Plan (as amended to date, the “Plan” or “LTIP”). Under the LTIP as it existed at December 31, 2022, the Partnership is authorized to grant various unit based awards of our common units to employees, officers, consultants and non-employee directors. The Plan provides for awards in the form of common units, phantom units, distribution equivalent rights (“DERs”), cash awards and other unit-based awards. All employees, officers, consultants and non-employee directors of us and our parents and subsidiaries are eligible to be selected to participate in the Plan. As of December 31, 2022, subject to further adjustment as provided in the Plan, a total of 0.6 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, any common units counted against the number of common units available for issuance pursuant to the Plan with respect to such award 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 year ended December 31, 2022, a total of 11,583 common units were granted and fully vested to non-employee directors, and 17,511 were granted during the year ended December 31, 2021. The grant date average fair value per unit of these awards was $19.43 and $13.20 for the years ended December 31, 2022 and 2021, respectively. The total fair value of these awards was approximately $0.2 million during the years ended December 31, 2022 and 2021, respectively. 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 The CoC Transaction as discussed in Note 1, General, “Ownership Structure,” triggered the change in control provisions associated with the time restricted unit awards, resulting in the remaining unvested time restricted unit awards becoming immediately vested as of the CoC Transaction date. As of December 31, 2021, there were no unvested time restricted unit awards and no unrecognized related compensation expense. The following table presents a summary of activity on the Time Restricted Unit Awards for the years ended December 31, 2022 and 2021: 2022 2021 (Units in whole numbers) Number of Units Grant-Date Average Fair Value per Unit (1) Number of Units Grant-Date Average Fair Value per Unit (1) Unvested at the beginning of year — — 21,937 $ 17.57 Vested — — (20,605) $ 17.64 Forfeited — — (1,332) $ 16.45 Unvested at the end of the year — — — — 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 We utilized a Monte Carlo simulation model to estimate the grant date fair value of TR Performance Unit Awards granted to employees. These type of awards, with market conditions, require 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 for the years ended December 31: 2022 2021 (Units in whole numbers) Number of Units Grant-Date Average Fair Value per Unit (1) Number of Units Grant-Date Average Fair Value per Unit (1) Unvested at the beginning of year — — 7,678 $ 41.53 Vested — — (7,678) $ 41.53 Unvested at the end of the year — — — — (1) Determined by dividing the aggregate grant date fair value of awards by the number of awards issued. 2019 Performance Unit Awards On September 23, 2019, the board of directors of our general partner approved a new form of performance unit award to be granted based upon the achievement of certain financial, operating and safety-related performance metrics (“2019 Performance Unit Awards”) pursuant to our LTIP, and the vesting of the 2019 Performance Unit Awards is linked to a weighted average consisting of internal performance metrics defined in the 2019 Performance Unit Award agreement (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, was 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. Vested 2019 Performance Unit Awards were settled in our common units, with the number of such common units payable under the award 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 contained DERs and granted 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 was 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 award recipients during 2019 had a performance cycle that began on January 1, 2019 and ended on December 31, 2021. As of December 31, 2022, there are no unvested 2019 Performance Unit Awards and no unrecognized awards related compensation expense. The following table presents a summary of activity on the 2019 Performance Unit Awards for the years ended December 31, 2022 and 2021: Year Ended Year Ended (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 25,062 $ 16.45 29,057 $ 16.45 Vested (2) (21,171) $ 16.45 — — Forfeited — — (3,995) $ 16.45 Performance adjustments (3,891) $ 16.45 — — Unvested at the end of the period — — 25,062 $ 16.45 (1) Determined by dividing the weighted average price per common unit on the date of grant. (2 ) The actual number of shares awarded based on achievement of the Performance Metrics was approximately 84% of the grant target quantity, as approved by the Partnership’s Board of Directors in the year ended December 31, 2022, and was adjusted accordingly. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME | ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME Accumulated Other Comprehensive (loss)/income Accumulated other comprehensive (loss)/income, attributable to Sisecam Resources LP, includes unrealized gains and losses on derivative financial instruments. Amounts recorded in accumulated other comprehensive (loss)/income as of December 31, 2022, 2021 and 2020, and changes within the period, consisted of the following: Gains and Losses on Cash Flow Hedges (In millions) Balance at January 1, 2020 $ (3.0) Other comprehensive income before reclassification 1.3 Amounts reclassified from accumulated other comprehensive loss 1.7 Net current-period other comprehensive income 3.0 Balance at December 31, 2020 $ — Other comprehensive income before reclassification 3.0 Amounts reclassified from accumulated other comprehensive income — Net current period other comprehensive income 3.0 Balance at December 31, 2021 $ 3.0 Other comprehensive income before reclassification 23.2 Amounts reclassified from accumulated other comprehensive income (7.0) Net current period other comprehensive income 16.2 Balance at December 31, 2022 $ 19.2 Other Comprehensive Income/(Loss) Other comprehensive income/(loss), including the portion attributable to noncontrolling 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 for the years ended December 31: (In millions) 2022 2021 2020 Unrealized gain (loss) on derivatives: Mark to market adjustment on interest rate swap contracts $ 1.5 $ 0.9 $ (0.4) Mark to market adjustment on financial gas swap contacts 30.1 5.0 6.3 Income on derivative financial instruments $ 31.6 $ 5.9 $ 5.9 Reclassifications for the period The components of other comprehensive income/(loss), attributable to Sisecam Resources LP, that have been reclassified consisted of the following for the years ended December 31: (In millions) 2022 2021 2020 Affected Line Items on the Consolidated Statements of Operations and Comprehensive Income Details about other comprehensive income/(loss) components: Interest rate swap contracts $ 0.2 $ 0.4 $ 0.4 Interest expense Financial gas swap contacts (7.2) (0.4) 1.3 Cost of products sold Total reclassifications for the period $ (7.0) $ — $ 1.7 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Lease and License Commitments The Partnership leases and licenses mineral rights from the U.S. Bureau of Land Management, the state of Wyoming, Sweetwater Royalties, LLC, a subsidiary of Sweetwater Trona OpCo LLC and the successor in interest to the license with the Rock Springs Royalty Company, LLC (“RSRC”), an affiliate of Occidental Petroleum Corporation (formerly an affiliate of Anadarko Petroleum Corporation), and other private parties which provide for royalties based upon production volume. The Partnership has a perpetual right of first refusal with respect to these leases and license and intends to continue renewing the leases and license as has been its practice. Sisecam Chemicals enters into contracts with one railroad company for the majority of the domestic rail freight services that the Partnership receives and the related freight and logistics costs are allocated to the Partnership. For the years ended December 31, 2022 and 2021, the Partnership shipped over 90% of our soda ash to our customers initially via a single rail line owned and controlled by the railroad company. If Sisecam Chemicals does not ship at least a significant portion of our soda ash production on the railroad company’s rail line during a twelve-month period, it must pay the railroad company a shortfall payment under the terms of our transportation agreement. The Partnership assists the majority of its domestic customers in arranging their freight services. During the years ended December 31, 2022 and 2021, Sisecam Chemicals had no shortfall payments and does not expect to make any such payments in the future. Sisecam Chemicals renewed its agreement with the railroad company in October 2021, which expires on December 31, 2025. The Partnership entered into a 10-year rail yard switching and maintenance agreement on December 1, 2011. Under the agreement, the rail-switching services are provided at the Partnership’s rail yard. The Partnership’s rail yard is constructed on land leased by the third party from Rock Springs Grazing Association and on land that the third party holds an easement from Sweetwater Surface LLC. The land lease is renewable every five years for a total period of thirty years, while the Sweetwater Surface LLC easement is perpetual. The Partnership has agreed with the third party for the assignment of the lease and easement to the Partnership at any time during the land lease term. An immaterial annual rental is paid under the easement and lease. On December 1, 2021, the Partnership entered into a new 10-year agreement for rail yard switching and maintenance services. As of December 31, 2022, the total minimum contractual rental commitments under the Partnership’s various operating leases, including renewal periods is approximately $1.6 million with the amount due in any of the nex t five years being immaterial. Sisecam Chemicals typically enters into operating lease contracts with various lessors for rail cars to transport product to customer locations and warehouses. Rail car leases under these contractual commitments range for periods from one Purchase Commitments We have financial gas swap contracts to mitigate volatility in the price of natural gas. As of December 31, 2022, these contracts aggregate notional value was approximately $39.7 million for the purchase of a portion of our gas requirements over approximately the next two years. The supply purchase agreements have specific commitments of $34.0 million in 2023 and, $5.7 million in 2024. The Partnership has a separate contract through 2031 for the transportation of natural gas with an average minimum annual cost of approx imately $1.5 million per year. We entered into certain logistic services commitments with various third parties that expire during 2024 and have annual minimum contractual obligations by Sisecam Wyoming of approximately $29.8 million and $14.5 million in 2023 and 2024, respectively. Legal and Environmental Matters 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 such legal proceedings we may be involved in from time to time 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 any such claims and legal proceedings and whether any damages resulting from them will be covered by insurance. Mine Permit Bonding Commitment Our operations are subject to oversight by the Land Quality Division of Wyoming Department of Environmental Quality (“WDEQ”). Our principal mine permit issued by the Land Quality Division, requires the Partnership to provide financial assurances for our reclamation obligations for the estimated future cost to reclaim the area of our processing facility, surface pond complex and |
AGREEMENTS AND TRANSACTIONS WIT
AGREEMENTS AND TRANSACTIONS WITH AFFILIATES | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
AGREEMENTS AND TRANSACTIONS WITH AFFILIATES | AGREEMENTS AND TRANSACTIONS WITH AFFILIATES Agreements and transactions with affiliates have a significant impact on the Partnership’s financial statements because the Partnership is a subsidiary and investee within two different global group structures. Agreements directly between the Partnership and other affiliates, or indirectly between affiliates that the Partnership does not control, can have a significant impact on recorded amounts or disclosures in the Partnership's financial statements, including any commitments and contingencies between the Partnership and affiliates, or potentially, third parties. Sisecam Chemicals was the exclusive sales agent for the Partnership and through its membership in ANSAC, through December 31, 2020, Sisecam Chemicals had responsibility for promoting and increasing the use and sale of soda ash and other refined or processed sodium products produced. Through December 31, 2020, ANSAC served as the primary international distribution channel for the Partnership and two other U.S. manufacturers of trona-based soda ash. ANSAC operated on a cooperative service-at-cost basis to its members such that typically any annual profit or loss is passed through to the members. As previously disclosed as part of its strategic initiative to gain better direct access and control of international customers and logistics and the ability to leverage the expertise of Ciner Group, the world’s largest natural soda ash producer, effective as of the end of day on December 31, 2020, Sisecam Chemicals exited ANSAC (the “ANSAC termination date”) and ANSAC has no longer been an affiliate since January 1, 2021. Through in part the Partnership’s affiliates, the Partnership has amongst other things: (i) obtained its own international customer sales arrangements for 2021, (ii) obtained third-party export port services, and (iii) chartered and executed its own international product delivery. For the year ended December 31, 2022, the total logistic services, which are included in cost of products sold, from affiliates were approximately $15.1 million. Although ANSAC has historically been our largest customer, the impact of Sisecam Chemicals' exit from ANSAC on our net sales, net income and liquidity was limited. With a low-cost position and improved access to international customers and control over placement of its sales in the international marketplace and logistics, we have adequately replaced these net sales made under the former agreement with ANSAC. Since January 1, 2021, Sisecam Chemicals has managed the Partnership’s sales and marketing activities for exports with the ANSAC exit being complete. In 2022 and 2021, Sisecam Chemicals leveraged the distributor network established by the Ciner Group and continues to evaluate the distribution network and independent third-party distribution partners to optimize our reach into each market. 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 entered into a Services Agreement (the “Services Agreement”) with our general partner and Sisecam Chemicals. Pursuant to the Services Agreement, Sisecam Chemicals 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 Sisecam Chemicals an annual management fee and reimburse Sisecam Chemicals for certain third-party costs incurred in connection with providing such services. In addition, under the limited liability company agreement governing Sisecam Wyoming, Sisecam Wyoming reimburses us for employees who operate our assets and for support provided to Sisecam Wyoming. These transactions do not necessarily represent arm's length transactions and may not represent all costs if Sisecam Wyoming operated on a standalone basis. The total selling, general and administrative costs charged to the Partnership by affiliates were as follows: Years Ended December 31, (In millions) 2022 2021 2020 Sisecam Chemicals $ 20.0 $ 17.2 $ 16.1 ANSAC (1) N/A N/A 1.4 Total selling, general and administrative expenses - affiliates $ 20.0 $ 17.2 $ 17.5 (1) ANSAC allocated its expenses to its members using a pro-rata calculation based on sales. Net sales to affiliates were as follows: Years Ended December 31, (In millions) 2022 2021 2020 ANSAC N/A N/A $ 177.9 Total N/A N/A $ 177.9 The Partnership had accounts receivable from affiliates and due to affiliates as follows: As of December 31, (In millions) 2022 2021 2022 2021 Accounts receivable from affiliates Due to affiliates Sisecam Chemicals $ 53.9 $ 49.3 $ 3.4 $ 2.2 Other — — 2.7 0.1 Total $ 53.9 $ 49.3 $ 6.1 $ 2.3 |
MAJOR CUSTOMERS AND SEGMENT REP
MAJOR CUSTOMERS AND SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
MAJOR CUSTOMERS AND SEGMENT REPORTING | 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 consisted of the following: Years Ended December 31, (In millions) 2022 2021 2020 Domestic $ 305.0 $ 276.8 $ 208.8 International 415.1 263.3 183.4 Total net sales $ 720.1 $ 540.1 $ 392.2 We have two major international customers which individually account for over 10% of net sales for the years ended December 31, 2022 and 2021 and had one major international customer which accounted for over 10% of net sales for the year ended December 31, 2020. Revenues from these major customers were approximatel y $188.1 mil lion for the year ended December 31, 2022, $173.0 million for t he year ended December 31, 2021, and $177.9 million for the year ended December 31, 2020. The two major international customers in 2022 had a combined accounts receivable balance of $45.9 million at December 31, 2022. The two major international customers in 2021 had a combined accounts receivable balance of $44.7 million at December 31, 2021. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS 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 two individual $12.5 million swaps with an aggregate notional value of $25.0 million at December 31, 2022, and three individual $12.5 million swaps with an aggregate notional value of $37.5 million as of December 31, 2021. The swaps outstanding at December 31, 2022 have various maturities through 2024. We enter into financial gas swap 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 $39.7 million and $24.1 million at December 31, 2022 and December 31, 2021, respectively. The following table presents the fair value of derivative assets and liability derivatives and the respective locations on our consolidated balance sheets as of December 31, 2022 and December 31, 2021: Assets Liabilities 2022 2021 2022 2021 (In millions) Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedges: Interest rate swap contracts - current Other current assets $ 0.2 Other current assets $ — Accrued Expenses $ — Accrued Expenses $ 0.2 Financial gas swap contacts - current Other Current Assets 43.4 Other Current Assets 5.9 Accrued Expenses 7.9 Accrued Expenses 0.6 Interest rate swap contracts - non-current Other non-current assets 0.8 Other non-current assets 0.1 Other non-current liabilities — Other non-current liabilities 0.2 Financial gas swap contacts - non-current Other non-current assets 1.5 Other non-current assets 2.5 Other non-current liabilities 0.5 Other non-current liabilities 1.4 Total fair value of derivatives designated as hedging instruments $ 45.9 $ 8.5 $ 8.4 $ 2.4 Financial Assets and Liabilities not Measured at Fair Value The carrying value of the Sisecam Wyoming Credit Facility materially reflects the fair value as the rate is variable and its key terms are similar to indebtedness with similar amounts, durations and credit risks. The carrying value of the borrowings under the Sisecam Wyoming Equipment Financing Arrangements had a combined fair value of $41.7 million versus a carrying value of $45.0 million at December 31, 2022. See Note 9, “Debt,” for additional information on our debt arrangements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Distribution Declaration On February 1, 2023, the Partnership declared its fourth quarter 2022 quarterly distrib ution. On February 23, 2023, we paid a quarterly cash distribution of $0.50 per limited partner unit to unitholders of record on February 13, 2023. The total combined distribution paid to our limited partners and our general partner was approximately $10.1 million. On February 9, 2023, the members of the board of managers of Sisecam Wyoming, approved a cash distribution to the members of Sisecam Wyoming in the aggregate amount of $22.0 million. This distribution was paid on February 20, 2023. Take Private Transaction On February 1, 2023, the Partnership, our general partner, SCW LLC and Sisecam Chemicals Newco LLC, a Delaware limited liability company and a wholly owned subsidiary of SCW LLC (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Partnership, with the Partnership surviving as a direct wholly owned subsidiary of our general partner and SCW LLC (the “Merger”). Under the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding common unit of the Partnership, other than those held by SCW LLC and its permitted transferees, will be converted into the right to receive $25.00 per common unit in cash without any interest thereon. Immediately following the execution of the Merger Agreement, SCW LLC, which indirectly owns approximately 74% of our common units, delivered to us an irrevocable written consent adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger. A s a result, we are not soliciting approval of the transaction by any other holders of our common units. Instead, we will distribute an information statement to our unitholders describing the terms and conditions of the transaction. Upon closing of the transaction, our common units will cease to be listed on the New York Stock Exchange and will be subsequently deregistered under the Securities Exchange Act of 1934, as amended. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies The accompanying consolidated financial statements of the Partnership and its subsidiary have been prepared in conformity with U.S. generally accepted accounting principles 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 significant intercompany transactions, balances, revenue and expenses have been eliminated in consolidation and unless otherwise noted, the financial information for the Partnership is presented before noncontrolling interest. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements, in accordance with accounting principles generally accepted in the United States of America, 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 consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition and Freight Costs | Revenue Recognition The majority of the Partnership’s revenues are recognized upon satisfaction of our performance obligations, that is, delivery and transfer of title to the product to our customers as discussed below. Additionally, the Partnership has made an accounting policy election to account for shipping and handling activities as fulfillment costs. We have one reportable segment, and our revenue is derived from the sale of soda ash which is our sole and primary good and service. Performance Obligations . A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. 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 generally uses standard shipping terms across each customer contract with very few exceptions. Control transfer occurs at 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, and therefore control, occurs is the point when the product leaves our facilities for domestic customers, the point when the product reaches the port of loading for ANSAC sales, and the point when the product is placed on a vessel for other international customers, thereby rendering our performance obligation fulfilled. Until the ANSAC exit on December 31, 2020, the time at which delivery and transfer of title occurred for ANSAC sales had been the same as domestic customers. • Payment Terms. Our payment terms vary by the type and location of our customers. The term between invoicing and when payment is due is not significant and consistent with typical terms in the industry. • Variable Consideration. We recognize revenue as the amount of consideration that we expect to receive in exchange for transferring promised goods or services to customers. We do not adjust the transaction price for the effects of a significant financing component, as the time period between control transfer of goods and services and expected payment is one year or less. At the time of sale, we estimate provisions for different forms of variable consideration (discounts, rebates, and pricing adjustments) based on historical experience, current conditions and contractual obligations, as applicable. The estimated transaction price is typically not subject to significant reversals. We adjust these estimates when the most likely amount of consideration we expect to receive changes, although these changes are typically immaterial. • Returns, Refunds and Warranties. In the normal course of business, the Partnership does not accept returns, nor does it typically provide customers with the right to a refund. • Freight. In accordance with FASB Accounting Standard Codification, Revenue from Contracts with Customers (Topic 606) (“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 as part of the cost of products sold at the point in which control of soda ash has transferred 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 16, “Major Customers and Segment Reporting,” for revenue disaggregated into geographical regions. Revenue 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 generally that is only dependent on the passage of time. In general, customers are billed and a receivable is recorded as goods are shipped. These billed receivables are reported as “Accounts Receivable, net” on the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021. There were no contract assets as of December 31, 2022 and December 31, 2021. • Contract Liabilities. There may be situations where customers are required to prepay for freight and insurance prior to shipment. The Partnership accounts for freight costs as fulfillment activities 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. Freight Costs |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Partnership considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents consist primarily of money market deposit accounts. |
Accounts Receivable | Accounts Receivable We determine expected credit losses for recorded receivables based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. |
Inventory | Inventory Inventory is carried at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method for raw material and finished goods inventory and the weighted average cost method for stores inventory. Costs include raw materials, direct labor and manufacturing overhead. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. • Raw material inventory includes material, chemicals and natural resources being used in the mining and refining process. • Finished goods inventory is the finished product soda ash. • Stores inventory |
Property, Plant, and Equipment | Property, Plant, and EquipmentProperty, plant, and equipment are stated at cost less accumulated depreciation. Depreciation is computed over the estimated useful lives of depreciable assets, using the straight-line method. Mineral reserves are amortized over an estimated time period that is derived from total estimated proven and probable mineral reserves divided by our average annual tons mined which was over 50 years as of December 31, 2022. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging ActivitiesThe Partnership may enter into derivative contracts from time to time to manage exposure to the risk of exchange rate changes on its foreign currency transactions, the risk of changes in natural gas prices, and the risk of the variability in interest rates on borrowings. Gains and losses on derivative contracts qualifying for hedge accounting are reported as a component of the underlying transactions. The Partnership follows hedge accounting for its hedging activities. All derivative instruments are recorded on the balance sheet at their fair values. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. The Partnership designates its derivatives based upon criteria established for hedge accounting under generally accepted accounting principles. For a derivative designated as a fair value hedge, the gain or loss is recognized in earnings in the period of change together with the offsetting gain or loss on the hedged item attributed to the risk being hedged. For a derivative designated as a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into earnings when the hedged exposure affects earnings. For derivatives not designated as hedges, the gain or loss is reported in earnings in the period of change. When the Partnership has natural gas physical forward contracts, they are accounted for under the normal purchases and normal sales scope exception. |
Income Tax | Income TaxWe are organized as a pass-through entity for federal income tax purposes and therefore are not subject to federal or certain state income taxes. As a result, our partners are responsible for income taxes based on their respective share of taxable income. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the partnership agreement. |
Reclamation Costs | Reclamation Costs The Partnership is obligated to return the land beneath its refinery and tailings ponds to its natural condition upon completion of operations and is required to return the land beneath its rail yard to its natural condition upon termination of the various lease agreements. The Partnership accounts for its land reclamation liability as an asset retirement obligation, which requires that obligations associated with the retirement of a tangible long-lived asset be recorded as a liability when those obligations are incurred, with the amount of the liability initially measured at fair value. Upon initially recognizing a liability for an asset retirement obligation, an entity must capitalize the cost by recognizing an increase in the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the estimated useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The estimated original liability calculated in 1996 for the refinery and tailing ponds was calculated based on the estimated useful life of the mine, which was 80 years, and on external and internal estimates as to the cost to restore the land in the future and |
Fair Value of Financial Instruments | Fair Value of Financial InstrumentsFair value is determined using a valuation hierarchy, generally by reference to an active trading market, quoted market prices or model-derived valuations for the same or similar financial instruments. See Note 17, “Fair Value Measurements,” for more information 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: Level 1-inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market. Level 2-inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability. Level 3-inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability. Financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, derivative financial instruments and long-term debt. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable and accrued expenses approximate their fair value because of the nature of such instruments. Our long-term debt and derivative financial instruments are measured at their fair values with Level 2 inputs based on quoted market values for similar but not identical financial instruments. |
Equity-Based Compensation | Equity-Based CompensationWe recognize compensation expense related to equity-based awards, with service conditions, granted to employees based on the estimated fair value of the awards on the date of grant, net of estimated forfeitures. The grant date fair value of the equity-based awards is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. Equity-based awards with market conditions are fair valued using a Monte Carlo Simulation model. |
Subsequent Events | Subsequent EventsWe have evaluated subsequent events through the filing of this Annual Report on Form 10-K. |
Recent Accounting Guidance | Recent Accounting Guidance Recently Adopted Accounting Guidance In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) providing temporary guidance to ease the potential burden in accounting for reference rate reform primarily resulting from the discontinuation of the London Inter-bank Offered Rate (“LIBOR”), which occurred on December 31, 2021 except U.S. Dollar LIBOR, which is expected to occur on June 30, 2023. The amendments in ASU 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The new guidance provides the following optional expedients: (i) simplifies accounting analyses under current GAAP for contract modifications; (ii) simplifies the assessment of hedge effectiveness and allows hedging relationships affected by reference rate reform to continue; and (iii) allows a one-time election to sell or transfer debt securities classified as held to maturity that reference a rate affected by reference rate reform. An entity may elect to apply the amendments prospectively from March 12, 2020 through December 31, 2022 by accounting topic. The Partnership evaluated ASU 2020-04 and concluded that there was no impact to the Partnership’s consolidated financial statements. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”) to clarify that all derivative instruments affected by changes to the interest rates used for discounting, margining or contract price alignment (commonly referred to as the discounting transition) are in the scope of ASC 848. The amendments also clarify other aspects of the guidance in ASC 848 and addresses the effects of the cash compensation adjustment provided in the discounting transition on certain aspects of hedge accounting. The guidance in ASC 848 also allows entities to make a one-time election to sell and/or transfer to available for sale or trading any held-to-maturity debt securities that refer to an interest rate affected by reference rate reform and were classified as held to maturity before January 1, 2020. The original guidance and the recently issued ASU are effective as of their issuance dates. The relief provided is temporary and generally cannot be applied to contract modifications that occur after December 31, 2022 or hedging relationships entered into or evaluated after that date. However, the FASB has indicated that it will revisit the sunset date in ASC 848 after the LIBOR administrator makes a final decision on a phaseout date. The LIBOR administrator recently extended the publication of the overnight and the one-, three-, six- and 12-month U.S. Dollar LIBOR settings through June 30, 2023, when many existing contracts that reference LIBOR will have expired. The Partnership evaluated ASU 2021-01 and concluded that there was no impact to the Partnership’s consolidated financial statements. In December 30, 2022, the FASB issued a new effective date for Reference Rate Reform (Topic 848) and Derivatives and Hedging (Topic 815) - Deferral of the Sunset Date (ASU 2020-06), to December 31, 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | The estimated useful lives applied to depreciable assets are as follows: Useful Lives Land improvements 10 years Depletable land 15-60 years Buildings and building improvements 10-30 years Computer hardware 3-5 years Machinery and equipment 5-20 years Furniture and fixtures 5-10 years Property, plant, and equipment, net consisted of the following as of December 31: (In millions) 2022 2021 Land and land improvements $ 0.3 $ 0.3 Depletable Land 4.0 3.0 Buildings and building improvements 168.2 164.3 Computer hardware 6.6 5.6 Machinery and equipment 760.5 714.8 Mining reserves 65.3 65.3 Total 1,004.9 953.3 Less accumulated depreciation, depletion and amortization (736.1) (708.7) Total net book value 268.8 244.6 Construction in progress 30.1 59.6 Total property, plant, and equipment, net $ 298.9 $ 304.2 |
NET INCOME PER UNIT AND CASH _2
NET INCOME PER UNIT AND CASH DISTRIBUTION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Calculation of Net Income Per Unit | The net income attributable to common unitholders and the weighted average units for calculating basic and diluted net income per common units were as follows: Year Ended December 31, (In millions) 2022 2021 2020 Net income attributable to Sisecam Resources LP $ 63.3 $ 24.4 $ 11.7 Less: General partner’s distribution declared 0.8 0.7 0.1 Less: Limited partners’ distribution declared 39.6 19.6 6.7 Income in excess of distribution $ 22.9 $ 4.1 $ 4.9 Year Ended December 31, 2022 (In millions, except per unit data) General Partner Limited Partners’ Total Distribution declared $ 0.8 $ 39.6 $ 40.4 Income in excess of distribution 0.5 22.4 22.9 Net income attributable to partners $ 1.3 $ 62.0 $ 63.3 Weighted average limited partner units outstanding: Basic 19.8 Diluted 19.8 Net income per limited partner unit: Basic $ 3.13 Diluted $ 3.13 Year Ended December 31, 2021 (In millions, except per unit data) General Partner Limited Partners’ Total Distribution declared $ 0.7 $ 19.6 $ 20.3 Income in excess of distribution 0.1 4.0 4.1 Net income attributable to partners $ 0.8 $ 23.6 $ 24.4 Weighted average limited partner units outstanding: Basic 19.8 Diluted 19.8 Net income per limited partner unit: Basic $ 1.19 Diluted $ 1.19 Year Ended December 31, 2020 (In millions, except per unit data) General Partner Limited Partners’ Total Distribution declared $ 0.1 $ 6.7 $ 6.8 Income in excess of distribution 0.1 4.8 4.9 Net income attributable to partners $ 0.2 $ 11.5 $ 11.7 Weighted average limited partner units outstanding: Basic 19.7 Diluted 19.8 Net income per limited partner unit: Basic $ 0.58 Diluted $ 0.58 |
Schedule of Incentive Distributions Made to Managing Members or General Partners by Distribution | The following table illustrates the total amount of available cash from operating surplus for the quarter ended December 31, 2021 that was distributed to the unitholders of limited partners and the general partner, including in respect of incentive distribution rights. Cash Distributions to General Partner (In thousands) Cash General Incentive Total Total $0.5000 $ 9,893 $ 200 $ — $ 200 — $ 10,093 above $0.5000 up to $0.5750 1,484 30 — 30 — 1,514 above $0.5750 up to $0.6250 989 23 151 174 1,164 above $0.6250 up to $0.7500 495 13 152 165 659 above $0.7500 — — — — — $ 12,861 $ 265 $ 303 $ 568 $ 13,430 |
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 apply to quarterly distribution amounts for the fourth quarter of 2022. 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 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 incentive distribution rights and (4) assume that we do not issue additional classes of equity securities. Marginal Percentage Total Quarterly Unitholders General Incentive 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% 13.0% Third Target Distribution above $0.6250 up to $0.7500 75.0% 25.0% 23.0% Thereafter above $0.7500 50.0% 50.0% 48.0% |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net consisted of the following as of December 31: (In millions) 2022 2021 Trade receivables, net $ 162.9 $ 109.8 Other receivables 7.9 7.1 Total $ 170.8 $ 116.9 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of December 31: (In millions) 2022 2021 Raw materials $ 14.8 $ 10.5 Finished goods 23.6 9.3 Stores inventory, current 9.3 10.3 Total $ 47.7 $ 30.1 |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The estimated useful lives applied to depreciable assets are as follows: Useful Lives Land improvements 10 years Depletable land 15-60 years Buildings and building improvements 10-30 years Computer hardware 3-5 years Machinery and equipment 5-20 years Furniture and fixtures 5-10 years Property, plant, and equipment, net consisted of the following as of December 31: (In millions) 2022 2021 Land and land improvements $ 0.3 $ 0.3 Depletable Land 4.0 3.0 Buildings and building improvements 168.2 164.3 Computer hardware 6.6 5.6 Machinery and equipment 760.5 714.8 Mining reserves 65.3 65.3 Total 1,004.9 953.3 Less accumulated depreciation, depletion and amortization (736.1) (708.7) Total net book value 268.8 244.6 Construction in progress 30.1 59.6 Total property, plant, and equipment, net $ 298.9 $ 304.2 |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Noncurrent Assets | Other non-current assets consisted of the following as of December 31: (In millions) 2022 2021 Stores inventory, non-current $ 22.4 $ 20.5 Internal-use software, net of accumulated amortization 4.9 5.7 Other 4.2 4.9 Total $ 31.5 $ 31.1 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of December 31: (In millions) 2022 2021 Accrued capital expenditures $ 1.6 $ 2.9 Accrued energy costs 11.7 7.0 Accrued royalty costs 11.1 7.6 Accrued employee compensation & benefits 11.3 9.1 Accrued other taxes 5.4 4.2 Accrued derivatives 7.9 0.8 Received not invoiced accrual 8.8 8.0 Other accruals 1.8 1.4 Total $ 59.6 $ 41.0 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Components of Long-term Debt | Long-term debt consisted of the following as of December 31: (In millions) 2022 2021 Sisecam Wyoming Equipment Financing Arrangement Security Note Number 001 with maturity date of March 26, 2028, fixed interest rate of 2.479% $ 21.5 $ 24.6 Sisecam Wyoming Equipment Financing Arrangement Security Note Number 002 with maturity date of December 17, 2026, fixed interest rate of 2.4207% 23.5 29.0 Sisecam Wyoming Credit Facility, secured principal expiring on October 28, 2026, variable interest rate as a weighted average rate of 5.72% at December 31, 2022 92.0 70.0 Total debt 137.0 123.6 Current portion of long-term debt 8.8 8.6 Total long-term debt $ 128.2 $ 115.0 |
Aggregate Maturities on Long-term Debt | Aggregate maturities required on long-term debt at December 31, 2022 are due in future years as follows: (In millions) Amount 2023 $ 8.8 2024 9.1 2025 9.3 2026 101.5 2027 8.4 Total $ 137.1 |
Schedule Of Debt Covenants | The unused portion of the Sisecam Wyoming Credit Facility is subject to a per annum commitment fee and the applicable margin of the interest rate under the Sisecam Wyoming Credit Facility will be determined as follows: Pricing Tier Leverage Ratio BSBY Rate Loans Base Rate Loans Commitment Fee 1 < 1.25:1.0 1.50 % 0.50 % 0.23 % 2 ≥ 1.25:1.0 but < 1.75:1.0 1.75 % 0.75 % 0.25 % 3 ≥ 1.75:1.0 but < 2.25:1.0 2.00 % 1.00 % 0.28 % 4 ≥ 2.25:1.0 but < 3.00:1.0 2.25 % 1.25 % 0.30 % 5 ≥ 3.00:1.0 but < 3.50:1.0 2.50 % 1.50 % 0.33 % 6 ≥ 3.50:1.0 2.75 % 1.75 % 0.35 % |
OTHER NON-CURRENT LIABILITIES (
OTHER NON-CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Other Noncurrent Liabilities | Other non-current liabilities consisted of the following as of December 31: (In millions) 2022 2021 Reclamation reserve $ 8.4 $ 8.0 Derivative instruments and hedges, fair value liabilities, and other 0.6 1.8 Accrued non income tax related taxes 7.1 — Total $ 16.1 $ 9.8 |
Schedule of Reclamation Reserve | A reconciliation of the Partnership’s reclamation reserve liability is as follows: (In millions) 2022 2021 Reclamation reserve balance at beginning of year $ 8.0 $ 7.3 Accretion expense 0.4 0.4 Reclamation adjustments (1) — 0.3 Reclamation reserve balance at end of year $ 8.4 $ 8.0 (1) The reclamation costs are periodically evaluated for adjustments by the Wyoming Department of Environmental Quality. See Note 14 “Commitments and Contingencies,” “ Mine Permit Bonding Commitment” for additional information on our reclamation reserve at December 31, 2022 and 2021. |
EQUITY - BASED COMPENSATION (Ta
EQUITY - BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Restricted Unit Award Activity | The following table presents a summary of activity on the Time Restricted Unit Awards for the years ended December 31, 2022 and 2021: 2022 2021 (Units in whole numbers) Number of Units Grant-Date Average Fair Value per Unit (1) Number of Units Grant-Date Average Fair Value per Unit (1) Unvested at the beginning of year — — 21,937 $ 17.57 Vested — — (20,605) $ 17.64 Forfeited — — (1,332) $ 16.45 Unvested at the end of the year — — — — |
Schedule of Unvested Unit Activity | The following table presents a summary of activity on the TR Performance Unit Awards for the years ended December 31: 2022 2021 (Units in whole numbers) Number of Units Grant-Date Average Fair Value per Unit (1) Number of Units Grant-Date Average Fair Value per Unit (1) Unvested at the beginning of year — — 7,678 $ 41.53 Vested — — (7,678) $ 41.53 Unvested at the end of the year — — — — (1) Determined by dividing the aggregate grant date fair value of awards by the number of awards issued. The following table presents a summary of activity on the 2019 Performance Unit Awards for the years ended December 31, 2022 and 2021: Year Ended Year Ended (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 25,062 $ 16.45 29,057 $ 16.45 Vested (2) (21,171) $ 16.45 — — Forfeited — — (3,995) $ 16.45 Performance adjustments (3,891) $ 16.45 — — Unvested at the end of the period — — 25,062 $ 16.45 (1) Determined by dividing the weighted average price per common unit on the date of grant. (2 ) The actual number of shares awarded based on achievement of the Performance Metrics was approximately 84% of the grant target quantity, as approved by the Partnership’s Board of Directors in the year ended December 31, 2022, and was adjusted accordingly. |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Amounts recorded in accumulated other comprehensive (loss)/income as of December 31, 2022, 2021 and 2020, and changes within the period, consisted of the following: Gains and Losses on Cash Flow Hedges (In millions) Balance at January 1, 2020 $ (3.0) Other comprehensive income before reclassification 1.3 Amounts reclassified from accumulated other comprehensive loss 1.7 Net current-period other comprehensive income 3.0 Balance at December 31, 2020 $ — Other comprehensive income before reclassification 3.0 Amounts reclassified from accumulated other comprehensive income — Net current period other comprehensive income 3.0 Balance at December 31, 2021 $ 3.0 Other comprehensive income before reclassification 23.2 Amounts reclassified from accumulated other comprehensive income (7.0) Net current period other comprehensive income 16.2 Balance at December 31, 2022 $ 19.2 |
Components of Other Comprehensive Income/(Loss) | The components of other comprehensive income/(loss) consisted of the following for the years ended December 31: (In millions) 2022 2021 2020 Unrealized gain (loss) on derivatives: Mark to market adjustment on interest rate swap contracts $ 1.5 $ 0.9 $ (0.4) Mark to market adjustment on financial gas swap contacts 30.1 5.0 6.3 Income on derivative financial instruments $ 31.6 $ 5.9 $ 5.9 |
Reclassification out of Accumulated Other Comprehensive Income | The components of other comprehensive income/(loss), attributable to Sisecam Resources LP, that have been reclassified consisted of the following for the years ended December 31: (In millions) 2022 2021 2020 Affected Line Items on the Consolidated Statements of Operations and Comprehensive Income Details about other comprehensive income/(loss) components: Interest rate swap contracts $ 0.2 $ 0.4 $ 0.4 Interest expense Financial gas swap contacts (7.2) (0.4) 1.3 Cost of products sold Total reclassifications for the period $ (7.0) $ — $ 1.7 |
AGREEMENTS AND TRANSACTIONS W_2
AGREEMENTS AND TRANSACTIONS WITH AFFILIATES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Transactions with Affiliates | The total selling, general and administrative costs charged to the Partnership by affiliates were as follows: Years Ended December 31, (In millions) 2022 2021 2020 Sisecam Chemicals $ 20.0 $ 17.2 $ 16.1 ANSAC (1) N/A N/A 1.4 Total selling, general and administrative expenses - affiliates $ 20.0 $ 17.2 $ 17.5 (1) ANSAC allocated its expenses to its members using a pro-rata calculation based on sales. Net sales to affiliates were as follows: Years Ended December 31, (In millions) 2022 2021 2020 ANSAC N/A N/A $ 177.9 Total N/A N/A $ 177.9 The Partnership had accounts receivable from affiliates and due to affiliates as follows: As of December 31, (In millions) 2022 2021 2022 2021 Accounts receivable from affiliates Due to affiliates Sisecam Chemicals $ 53.9 $ 49.3 $ 3.4 $ 2.2 Other — — 2.7 0.1 Total $ 53.9 $ 49.3 $ 6.1 $ 2.3 |
MAJOR CUSTOMERS AND SEGMENT R_2
MAJOR CUSTOMERS AND SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Sales By Geographic Area | The net sales by geographic area consisted of the following: Years Ended December 31, (In millions) 2022 2021 2020 Domestic $ 305.0 $ 276.8 $ 208.8 International 415.1 263.3 183.4 Total net sales $ 720.1 $ 540.1 $ 392.2 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Derivative Assets and Liability Derivatives | The following table presents the fair value of derivative assets and liability derivatives and the respective locations on our consolidated balance sheets as of December 31, 2022 and December 31, 2021: Assets Liabilities 2022 2021 2022 2021 (In millions) Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedges: Interest rate swap contracts - current Other current assets $ 0.2 Other current assets $ — Accrued Expenses $ — Accrued Expenses $ 0.2 Financial gas swap contacts - current Other Current Assets 43.4 Other Current Assets 5.9 Accrued Expenses 7.9 Accrued Expenses 0.6 Interest rate swap contracts - non-current Other non-current assets 0.8 Other non-current assets 0.1 Other non-current liabilities — Other non-current liabilities 0.2 Financial gas swap contacts - non-current Other non-current assets 1.5 Other non-current assets 2.5 Other non-current liabilities 0.5 Other non-current liabilities 1.4 Total fair value of derivatives designated as hedging instruments $ 45.9 $ 8.5 $ 8.4 $ 2.4 |
GENERAL (Details)
GENERAL (Details) $ in Millions | 12 Months Ended | ||
Dec. 21, 2021 | Nov. 20, 2021 USD ($) director manager designee | Dec. 31, 2022 | |
Sisecam Chemicals USA Inc. | |||
Variable Interest Entity [Line Items] | |||
Percentage of outstanding units | 60% | ||
Purchase price | $ | $ 300 | ||
General Partner | |||
Variable Interest Entity [Line Items] | |||
Number of independent directors | director | 3 | ||
Sisecam USA | |||
Variable Interest Entity [Line Items] | |||
Number of directors designated | director | 6 | ||
Number of designees | 3 | ||
Sisecam USA | General Partner | |||
Variable Interest Entity [Line Items] | |||
Number of designees | 6 | ||
Ciner Enterprises | |||
Variable Interest Entity [Line Items] | |||
Number of directors designated | director | 4 | ||
Number of designees | 1 | ||
Ciner Enterprises | General Partner | |||
Variable Interest Entity [Line Items] | |||
Number of designees | 2 | ||
Sisecam Wyoming | |||
Variable Interest Entity [Line Items] | |||
Number of managers appointed | manager | 4 | ||
Ciner Enterprises | General Partner | |||
Variable Interest Entity [Line Items] | |||
Percentage of general partner ownership interest held | 100% | ||
Ciner Enterprises | Common Units | |||
Variable Interest Entity [Line Items] | |||
Percentage of general partner ownership interest held | 74% | ||
Ciner Enterprises | Sisecam Chemicals | |||
Variable Interest Entity [Line Items] | |||
Membership interest attributable to noncontrolling interest | 40% | ||
Sisecam Chemicals USA Inc. | Sisecam Chemicals | |||
Variable Interest Entity [Line Items] | |||
Membership interest | 60% | ||
Isbank | Sisecam Parent | |||
Variable Interest Entity [Line Items] | |||
Membership interest | 51% | ||
Sisecam Resources LP | Sisecam Wyoming | |||
Variable Interest Entity [Line Items] | |||
Membership interest | 51% | ||
NRP Trona LLC | Sisecam Wyoming | |||
Variable Interest Entity [Line Items] | |||
Membership interest attributable to noncontrolling interest | 49% | ||
Sisecam Chemicals Wyoming LLC | General Partner | |||
Variable Interest Entity [Line Items] | |||
Percentage of general partner ownership interest held | 2% | ||
Sisecam Chemicals Wyoming LLC | Common Units | |||
Variable Interest Entity [Line Items] | |||
Percentage of general partner ownership interest held | 74% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 1996 | Dec. 31, 2021 USD ($) | |
Corporate structure and ownership | |||
Number of reportable segments | segment | 1 | ||
Contract assets | $ | $ 0 | $ 0 | |
Land improvements | |||
Corporate structure and ownership | |||
Useful Life | 10 years | ||
Depletable land | Minimum | |||
Corporate structure and ownership | |||
Useful Life | 15 years | ||
Depletable land | Maximum | |||
Corporate structure and ownership | |||
Useful Life | 60 years | ||
Buildings and building improvements | Minimum | |||
Corporate structure and ownership | |||
Useful Life | 10 years | ||
Buildings and building improvements | Maximum | |||
Corporate structure and ownership | |||
Useful Life | 30 years | ||
Computer hardware | Minimum | |||
Corporate structure and ownership | |||
Useful Life | 3 years | ||
Computer hardware | Maximum | |||
Corporate structure and ownership | |||
Useful Life | 5 years | ||
Machinery and equipment | Minimum | |||
Corporate structure and ownership | |||
Useful Life | 5 years | ||
Machinery and equipment | Maximum | |||
Corporate structure and ownership | |||
Useful Life | 20 years | ||
Furniture and fixtures | Minimum | |||
Corporate structure and ownership | |||
Useful Life | 5 years | ||
Furniture and fixtures | Maximum | |||
Corporate structure and ownership | |||
Useful Life | 10 years | ||
Mining reserves | Asset Retirement Obligation | |||
Corporate structure and ownership | |||
Useful Life | 50 years | 80 years | |
Land | Asset Retirement Obligation | |||
Corporate structure and ownership | |||
Useful Life | 30 years | ||
Measurement Input, Risk Free Interest Rate | Asset Retirement Obligation | |||
Corporate structure and ownership | |||
Credit-adjusted, risk-free interest rate | 0.06 | ||
Measurement Input, Risk Free Interest Rate | Land | Asset Retirement Obligation | |||
Corporate structure and ownership | |||
Credit-adjusted, risk-free interest rate | 0.042 |
NET INCOME PER UNIT AND CASH _3
NET INCOME PER UNIT AND CASH DISTRIBUTION - Calculation of net income per unit (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net income attributable to Sisecam Resources LP | $ 63.3 | $ 24.4 | $ 11.7 |
Distribution declared | 40.4 | 20.3 | 6.8 |
Income in excess of distribution | 22.9 | 4.1 | 4.9 |
Net income attributable to partners | $ 63.3 | $ 24.4 | $ 11.7 |
Weighted average limited partner units outstanding: | |||
Total weighted average limited partner units outstanding (basic) (in shares) | 19.8 | 19.8 | 19.7 |
Total weighted average limited partner units outstanding (diluted) (in shares) | 19.8 | 19.8 | 19.8 |
Net income per limited partner unit: | |||
Net income per limited partner unit (basic) (in dollars per share) | $ 3.13 | $ 1.19 | $ 0.58 |
Net income per limited partner units (diluted) (in dollars per share) | $ 3.13 | $ 1.19 | $ 0.58 |
General Partner | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Less: General partner’s distribution declared | $ 0.8 | $ 0.7 | $ 0.1 |
Income in excess of distribution | 0.5 | 0.1 | 0.1 |
Net income attributable to partners | 1.3 | 0.8 | 0.2 |
Limited Partner | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Less: Limited partners’ distribution declared | 39.6 | 19.6 | 6.7 |
Income in excess of distribution | 22.4 | 4 | 4.8 |
Net income attributable to partners | $ 62 | $ 23.6 | $ 11.5 |
NET INCOME PER UNIT AND CASH _4
NET INCOME PER UNIT AND CASH DISTRIBUTION - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Feb. 23, 2023 | Dec. 31, 2022 | |
Subsequent Event | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Distributions declared per unit for the year (in dollars per share) | $ 0.50 | |
Expected distribution to be paid to limited and general partner | $ 10.1 | |
General Partner | Second Target Distribution | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Increasing percentage allocation of operating surplus | 13% | |
General Partner | Third Target Distribution | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Increasing percentage allocation of operating surplus | 23% | |
General Partner | Thereafter | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Increasing percentage allocation of operating surplus | 48% | |
General Partner | Ciner Resource Partners LLC | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Percentage of general partner ownership interest held | 2% |
NET INCOME PER UNIT AND CASH _5
NET INCOME PER UNIT AND CASH DISTRIBUTION - Target distributions and marginal percentage interests (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Minimum Quarterly Distribution | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Minimum quarterly distribution (in dollars per share) | $ 0.5000 | $ 0.5000 |
First Target Distribution | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Minimum quarterly distribution (in dollars per share) | 0.5000 | 0.5000 |
Maximum quarterly distribution (in dollars per share) | 0.5750 | 0.5750 |
Second Target Distribution | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Minimum quarterly distribution (in dollars per share) | 0.5750 | 0.5750 |
Maximum quarterly distribution (in dollars per share) | 0.6250 | 0.6250 |
Third Target Distribution | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Minimum quarterly distribution (in dollars per share) | 0.6250 | 0.6250 |
Maximum quarterly distribution (in dollars per share) | 0.7500 | 0.7500 |
Thereafter | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Minimum quarterly distribution (in dollars per share) | $ 0.7500 | $ 0.7500 |
Unitholders | Minimum Quarterly Distribution | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Marginal interest in distributions | 98% | |
Unitholders | First Target Distribution | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Marginal interest in distributions | 98% | |
Unitholders | Second Target Distribution | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Marginal interest in distributions | 85% | |
Unitholders | Third Target Distribution | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Marginal interest in distributions | 75% | |
Unitholders | Thereafter | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Marginal interest in distributions | 50% | |
General Partner | Minimum Quarterly Distribution | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Marginal interest in distributions | 2% | |
Incentive Distributions Rights | 0% | |
General Partner | First Target Distribution | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Marginal interest in distributions | 2% | |
Incentive Distributions Rights | 0% | |
General Partner | Second Target Distribution | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Marginal interest in distributions | 15% | |
Incentive Distributions Rights | 13% | |
General Partner | Third Target Distribution | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Marginal interest in distributions | 25% | |
Incentive Distributions Rights | 23% | |
General Partner | Thereafter | ||
Schedule of Percentage Allocation of Distributions From Operating Surplus [Line Items] | ||
Marginal interest in distributions | 50% | |
Incentive Distributions Rights | 48% |
NET INCOME PER UNIT AND CASH _6
NET INCOME PER UNIT AND CASH DISTRIBUTION - Distributions to partners (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | ||
Cash Distributions to Limited Partner Units | $ 12,861 | |
Cash Distributions to General Partner, General Partner Units | 265 | |
Cash Distributions to General Partner, Incentive Distribution Rights | 303 | |
General Partner Distributions | 568 | |
Total Distributions | $ 13,430 | |
Minimum Quarterly Distribution | ||
Incentive Distribution Made to Managing Member or General Partner [Line Items] | ||
Minimum quarterly distribution (in dollars per share) | $ 0.5000 | $ 0.5000 |
Cash Distributions to Limited Partner Units | $ 9,893 | |
Cash Distributions to General Partner, General Partner Units | 200 | |
Cash Distributions to General Partner, Incentive Distribution Rights | 0 | |
General Partner Distributions | 200 | |
Total Distributions | $ 10,093 | |
First Target Distribution | ||
Incentive Distribution Made to Managing Member or General Partner [Line Items] | ||
Minimum quarterly distribution (in dollars per share) | $ 0.5000 | 0.5000 |
Maximum quarterly distribution (in dollars per share) | $ 0.5750 | 0.5750 |
Cash Distributions to Limited Partner Units | $ 1,484 | |
Cash Distributions to General Partner, General Partner Units | 30 | |
Cash Distributions to General Partner, Incentive Distribution Rights | 0 | |
General Partner Distributions | 30 | |
Total Distributions | $ 1,514 | |
Second Target Distribution | ||
Incentive Distribution Made to Managing Member or General Partner [Line Items] | ||
Minimum quarterly distribution (in dollars per share) | $ 0.5750 | 0.5750 |
Maximum quarterly distribution (in dollars per share) | $ 0.6250 | 0.6250 |
Cash Distributions to Limited Partner Units | $ 989 | |
Cash Distributions to General Partner, General Partner Units | 23 | |
Cash Distributions to General Partner, Incentive Distribution Rights | 151 | |
General Partner Distributions | 174 | |
Total Distributions | $ 1,164 | |
Third Target Distribution | ||
Incentive Distribution Made to Managing Member or General Partner [Line Items] | ||
Minimum quarterly distribution (in dollars per share) | $ 0.6250 | 0.6250 |
Maximum quarterly distribution (in dollars per share) | $ 0.7500 | 0.7500 |
Cash Distributions to Limited Partner Units | $ 495 | |
Cash Distributions to General Partner, General Partner Units | 13 | |
Cash Distributions to General Partner, Incentive Distribution Rights | 152 | |
General Partner Distributions | 165 | |
Total Distributions | $ 659 | |
Thereafter | ||
Incentive Distribution Made to Managing Member or General Partner [Line Items] | ||
Minimum quarterly distribution (in dollars per share) | $ 0.7500 | $ 0.7500 |
Cash Distributions to Limited Partner Units | $ 0 | |
Cash Distributions to General Partner, General Partner Units | 0 | |
Cash Distributions to General Partner, Incentive Distribution Rights | 0 | |
General Partner Distributions | 0 | |
Total Distributions | $ 0 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Trade receivables, net | $ 162.9 | $ 109.8 |
Other receivables | 7.9 | 7.1 |
Total | $ 170.8 | $ 116.9 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 14.8 | $ 10.5 |
Finished goods | 23.6 | 9.3 |
Stores inventory, current | 9.3 | 10.3 |
Total | $ 47.7 | $ 30.1 |
PROPERTY, PLANT, AND EQUIPMEN_3
PROPERTY, PLANT, AND EQUIPMENT, NET (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | $ 1,004.9 | $ 953.3 | |
Less accumulated depreciation, depletion and amortization | (736.1) | (708.7) | |
Total net book value | 268.8 | 244.6 | |
Total property, plant, and equipment, net | 298.9 | 304.2 | |
Depreciation, depletion and amortization expense | 27.9 | 31.6 | $ 28.8 |
Land and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 0.3 | 0.3 | |
Depletable land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 4 | 3 | |
Buildings and building improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 168.2 | 164.3 | |
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 6.6 | 5.6 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 760.5 | 714.8 | |
Mining reserves | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 65.3 | 65.3 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant, and equipment, net | 30.1 | 59.6 | |
Property, plant and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation, depletion and amortization expense | $ 27.1 | $ 30.7 | $ 28.1 |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Stores inventory, non-current | $ 22.4 | $ 20.5 | |
Internal-use software, net of accumulated amortization | 4.9 | 5.7 | |
Other | 4.2 | 4.9 | |
Total | 31.5 | 31.1 | |
Property, Plant and Equipment [Line Items] | |||
Capitalized computer software, additions | 0 | 0.9 | $ 0.5 |
Amortization of software development costs | 0.8 | $ 0.9 | $ 0.7 |
Amortization costs per year | $ 0.8 | ||
Minimum | Software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | 5 years | ||
Maximum | Software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | 10 years |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued capital expenditures | $ 1.6 | $ 2.9 |
Accrued energy costs | 11.7 | 7 |
Accrued royalty costs | 11.1 | 7.6 |
Accrued employee compensation & benefits | 11.3 | 9.1 |
Accrued other taxes | 5.4 | 4.2 |
Accrued derivatives | 7.9 | 0.8 |
Received not invoiced accrual | 8.8 | 8 |
Other accruals | 1.8 | 1.4 |
Total | $ 59.6 | $ 41 |
DEBT - Components of Long-Term
DEBT - Components of Long-Term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 28, 2021 |
Debt | |||
Total debt | $ 137 | $ 123.6 | |
Current portion of long-term debt | 8.8 | 8.6 | |
Total long-term debt | 128.2 | 115 | |
Sisecam Wyoming Equipment Financing Arrangement Security Note Number 001 | Secured Debt | |||
Debt | |||
Total debt | $ 21.5 | $ 24.6 | |
Stated interest rate | 2.479% | 2.479% | |
Sisecam Wyoming Equipment Financing Arrangement | Secured Debt | |||
Debt | |||
Total debt | $ 23.5 | $ 29 | |
Stated interest rate | 2.4207% | 2.4207% | |
Sisecam Wyoming Credit Facility | Line of Credit | |||
Debt | |||
Total debt | $ 225 | ||
Sisecam Wyoming Credit Facility | Revolving credit facility | Line of Credit | |||
Debt | |||
Total debt | $ 92 | $ 70 | |
Weighted average interest rate | 5.72% |
DEBT - Maturities of Long-Term
DEBT - Maturities of Long-Term Debt (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 8.8 |
2024 | 9.1 |
2025 | 9.3 |
2026 | 101.5 |
2027 | 8.4 |
Total | $ 137.1 |
DEBT - The Sisecam Wyoming Equi
DEBT - The Sisecam Wyoming Equipment Financing Arrangement (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) installment | Dec. 31, 2021 USD ($) | |
Debt | ||
Long-term debt, gross | $ 137,100,000 | |
Long-term debt, net | 137,000,000 | $ 123,600,000 |
Sisecam Wyoming Equipment Financing Arrangement Security Note Number 001 | Secured Debt | ||
Debt | ||
Face amount | $ 30,000,000 | |
Number of installments | installment | 96 | |
Periodic payment | $ 307,000 | |
Number of monthly installments | installment | 95 | |
Periodic payment terms, balloon payment to be paid | $ 4,307,000 | |
Long-term debt, gross | 21,600,000 | |
Long-term debt, net | 21,500,000 | 24,600,000 |
Sisecam Wyoming Equipment Financing Arrangement | Secured Debt | ||
Debt | ||
Face amount | $ 29,000,000 | |
Number of installments | installment | 60 | |
Periodic payment | $ 513,660 | |
Long-term debt, net | 23,500,000 | $ 29,000,000 |
Minimum | Sisecam Wyoming Equipment Financing Arrangement Security Note Number 001 | Secured Debt | ||
Debt | ||
Third party indebtedness | $ 10,000,000 |
DEBT - Sisecam Wyoming Credit F
DEBT - Sisecam Wyoming Credit Facility (Details) - USD ($) | Oct. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt | |||
Long-term debt | $ 137,000,000 | $ 123,600,000 | |
Sisecam Wyoming Credit Facility | Line of Credit | |||
Debt | |||
Long-term debt | $ 225,000,000 | ||
Revolving credit facility | Sisecam Wyoming Credit Facility | |||
Debt | |||
Accordion feature, increase limit | $ 250,000,000 | ||
Revolving credit facility | Sisecam Wyoming Credit Facility | Applicable Margin Range | Minimum | |||
Debt | |||
Basis spread on variable rate | 0.50% | ||
Revolving credit facility | Sisecam Wyoming Credit Facility | Applicable Margin Range | Maximum | |||
Debt | |||
Basis spread on variable rate | 1.75% | ||
Revolving credit facility | Sisecam Wyoming Credit Facility | Line of Credit | |||
Debt | |||
Line of credit facility, maximum borrowing capacity | $ 225,000,000 | ||
Long-term debt | $ 92,000,000 | $ 70,000,000 | |
Consolidated leverage ratio | 3.25 | ||
Maximum consolidated leverage ratio | 375% | ||
Consolidated interest coverage ratio | 300% | ||
Maximum threshold for expansions | 3.75 | ||
Minimum capital expenditures | $ 200,000,000 | ||
Consolidated leverage ratio, minimum threshold for default | 3 | ||
Revolving credit facility | Sisecam Wyoming Credit Facility | Line of Credit | Fed Funds Effective Rate Overnight Index Swap Rate | |||
Debt | |||
Basis spread on variable rate | 0.50% | ||
Revolving credit facility | Sisecam Wyoming Credit Facility | Line of Credit | Bloomberg Short Term Bank Yield Index | |||
Debt | |||
Basis spread on variable rate | 1% | ||
Revolving credit facility | Sisecam Wyoming Credit Facility | Line of Credit | Bloomberg Short Term Bank Yield Index | Minimum | |||
Debt | |||
Basis spread on variable rate | 1.50% | ||
Revolving credit facility | Sisecam Wyoming Credit Facility | Line of Credit | Bloomberg Short Term Bank Yield Index | Maximum | |||
Debt | |||
Basis spread on variable rate | 2.75% | ||
Standby Letters of Credit | Sisecam Wyoming Credit Facility | |||
Debt | |||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | ||
Swing Line Advances | Sisecam Wyoming Credit Facility | |||
Debt | |||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 |
DEBT - Schedule of Debt Covenan
DEBT - Schedule of Debt Covenants (Details) - Revolving credit facility - Line of Credit - Sisecam Wyoming Credit Facility | 12 Months Ended | |
Oct. 28, 2021 | Dec. 31, 2022 | |
Debt | ||
Consolidated leverage ratio | 3.25 | |
Bloomberg Short Term Bank Yield Index | ||
Debt | ||
Basis spread on variable rate | 1% | |
Bloomberg Short Term Bank Yield Index | Maximum | ||
Debt | ||
Basis spread on variable rate | 2.75% | |
Bloomberg Short Term Bank Yield Index | Minimum | ||
Debt | ||
Basis spread on variable rate | 1.50% | |
Pricing Tier 1 | ||
Debt | ||
Unused capacity, commitment fee percentage | 0.23% | |
Pricing Tier 1 | Maximum | ||
Debt | ||
Consolidated leverage ratio | 1.25 | |
Pricing Tier 1 | Bloomberg Short Term Bank Yield Index | ||
Debt | ||
Basis spread on variable rate | 1.50% | |
Pricing Tier 1 | Base Rate | ||
Debt | ||
Basis spread on variable rate | 0.50% | |
Pricing Tier 2 | ||
Debt | ||
Unused capacity, commitment fee percentage | 0.25% | |
Pricing Tier 2 | Maximum | ||
Debt | ||
Consolidated leverage ratio | 1.75 | |
Pricing Tier 2 | Minimum | ||
Debt | ||
Consolidated leverage ratio | 1.25 | |
Pricing Tier 2 | Bloomberg Short Term Bank Yield Index | ||
Debt | ||
Basis spread on variable rate | 1.75% | |
Pricing Tier 2 | Base Rate | ||
Debt | ||
Basis spread on variable rate | 0.75% | |
Pricing Tier 3 | ||
Debt | ||
Unused capacity, commitment fee percentage | 0.28% | |
Pricing Tier 3 | Maximum | ||
Debt | ||
Consolidated leverage ratio | 2.25 | |
Pricing Tier 3 | Minimum | ||
Debt | ||
Consolidated leverage ratio | 1.75 | |
Pricing Tier 3 | Bloomberg Short Term Bank Yield Index | ||
Debt | ||
Basis spread on variable rate | 2% | |
Pricing Tier 3 | Base Rate | ||
Debt | ||
Basis spread on variable rate | 1% | |
Pricing Tier 4 | ||
Debt | ||
Unused capacity, commitment fee percentage | 0.30% | |
Pricing Tier 4 | Maximum | ||
Debt | ||
Consolidated leverage ratio | 3 | |
Pricing Tier 4 | Minimum | ||
Debt | ||
Consolidated leverage ratio | 2.25 | |
Pricing Tier 4 | Bloomberg Short Term Bank Yield Index | ||
Debt | ||
Basis spread on variable rate | 2.25% | |
Pricing Tier 4 | Base Rate | ||
Debt | ||
Basis spread on variable rate | 1.25% | |
Pricing Tier 5 | ||
Debt | ||
Unused capacity, commitment fee percentage | 0.33% | |
Pricing Tier 5 | Maximum | ||
Debt | ||
Consolidated leverage ratio | 3.50 | |
Pricing Tier 5 | Minimum | ||
Debt | ||
Consolidated leverage ratio | 3 | |
Pricing Tier 5 | Bloomberg Short Term Bank Yield Index | ||
Debt | ||
Basis spread on variable rate | 2.50% | |
Pricing Tier 5 | Base Rate | ||
Debt | ||
Basis spread on variable rate | 1.50% | |
Pricing Tier 6 | ||
Debt | ||
Unused capacity, commitment fee percentage | 0.35% | |
Pricing Tier 6 | Maximum | ||
Debt | ||
Consolidated leverage ratio | 3.50 | |
Pricing Tier 6 | Bloomberg Short Term Bank Yield Index | ||
Debt | ||
Basis spread on variable rate | 2.75% | |
Pricing Tier 6 | Base Rate | ||
Debt | ||
Basis spread on variable rate | 1.75% |
OTHER NON-CURRENT LIABILITIES_2
OTHER NON-CURRENT LIABILITIES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Reclamation reserve | $ 8.4 | $ 8 |
Derivative instruments and hedges, fair value liabilities, and other | 0.6 | 1.8 |
Accrued non income tax related taxes | 7.1 | 0 |
Total | 16.1 | 9.8 |
Reclamation reserve | ||
Reclamation reserve balance at beginning of year | 8 | 7.3 |
Accretion expense | 0.4 | 0.4 |
Reclamation adjustments | 0 | 0.3 |
Reclamation reserve balance at end of year | $ 8.4 | $ 8 |
EMPLOYEE COMPENSATION (Details)
EMPLOYEE COMPENSATION (Details) $ in Millions | 12 Months Ended | 72 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) age | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Average compensation period | 60 months | |||
Period of last service | 120 months | |||
Postretirement eligibility, minimum amount of service years | 10 years | |||
Postretirement eligibility, minimum age | age | 58 | |||
Pension | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net retirement liability | $ 26.6 | $ 32.8 | $ 26.6 | |
Net periodic pension (benefit) cost | (3.7) | (2.7) | $ (1.3) | |
Savings Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions by Ciner Corp | 3.6 | 3.4 | 3.4 | |
Postretirement benefit | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net retirement liability | 7.7 | 10.7 | $ 7.7 | |
Net periodic pension (benefit) cost | $ 0.7 | $ 0.9 | $ 1.2 |
EQUITY - BASED COMPENSATION - N
EQUITY - BASED COMPENSATION - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 600,000 | ||
Unvested equity based compensation awards (in shares) | 0 | ||
Unrecognized compensation expense | $ 0 | ||
Equity-based compensation expense | $ 300,000 | $ 500,000 | $ 700,000 |
2019 Performance Unit Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested (in dollars per share) | $ 16.45 | $ 0 | |
Unvested equity based compensation awards (in shares) | 0 | 25,062 | 29,057 |
Equity-based compensation expense | $ 0 | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested (in dollars per share) | $ 0 | $ 17.64 | |
Unvested equity based compensation awards (in shares) | 0 | 0 | 21,937 |
Restricted Stock Units (RSUs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Restricted Stock Units (RSUs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
TSR Unit Performance Awards | 2019 Performance Unit Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
TSR Unit Performance Awards | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Payout range | 0% | ||
TSR Unit Performance Awards | Minimum | 2019 Performance Unit Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Payout range | 0% | ||
TSR Unit Performance Awards | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Payout range | 200% | ||
TSR Unit Performance Awards | Maximum | 2019 Performance Unit Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Payout range | 200% | ||
Director | Common Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Director awards, vested in period, fair value | $ 200,000 | $ 200,000 | |
Director - Non-Employee | Common Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 11,583 | 17,511 | |
Vested (in dollars per share) | $ 19.43 | $ 13.20 |
EQUITY - BASED COMPENSATION - R
EQUITY - BASED COMPENSATION - Restricted Unit Award and Total Return Performance Unit Award Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Units | ||
Unvested beginning of period (in shares) | 0 | |
Unvested at end of period (in shares) | 0 | |
Restricted Stock Units (RSUs) | ||
Number of Units | ||
Unvested beginning of period (in shares) | 0 | 21,937 |
Vested (in shares) | 0 | (20,605) |
Forfeited (in shares) | 0 | (1,332) |
Unvested at end of period (in shares) | 0 | 0 |
Grant-Date Average Fair Value per Unit | ||
Unvested at the beginning of year (in dollars per share) | $ 0 | $ 17.57 |
Vested (in dollars per share) | 0 | 17.64 |
Forfeited (in dollars per share) | 0 | 16.45 |
Unvested at the end of the year (in dollars per share) | $ 0 | $ 0 |
Total Return Performance Unit Awards | TSR Unit Performance Awards | ||
Number of Units | ||
Unvested beginning of period (in shares) | 0 | 7,678 |
Vested (in shares) | 0 | (7,678) |
Unvested at end of period (in shares) | 0 | 0 |
Grant-Date Average Fair Value per Unit | ||
Unvested at the beginning of year (in dollars per share) | $ 0 | $ 41.53 |
Vested (in dollars per share) | 0 | 41.53 |
Unvested at the end of the year (in dollars per share) | $ 0 | $ 0 |
2019 Performance Unit Awards | ||
Number of Units | ||
Unvested beginning of period (in shares) | 25,062 | 29,057 |
Vested (in shares) | (21,171) | 0 |
Forfeited (in shares) | 0 | (3,995) |
Performance adjustments (in shares) | (3,891) | 0 |
Unvested at end of period (in shares) | 0 | 25,062 |
Grant-Date Average Fair Value per Unit | ||
Unvested at the beginning of year (in dollars per share) | $ 16.45 | $ 16.45 |
Vested (in dollars per share) | 16.45 | 0 |
Forfeited (in dollars per share) | 0 | 16.45 |
Performance adjustments (in dollars per share) | 16.45 | 0 |
Unvested at the end of the year (in dollars per share) | $ 0 | $ 16.45 |
Shares awarded, percent of target quantity | 84% |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME - Amounts Recorded in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 344.7 | $ 305.3 | $ 299.9 |
Net current-period other comprehensive income | 31.6 | 5.9 | 5.9 |
Ending balance | 416 | 344.7 | 305.3 |
Gains and Losses on Cash Flow Hedges | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 3 | 0 | (3) |
Other comprehensive income before reclassification | 23.2 | 3 | 1.3 |
Amounts reclassified from accumulated other comprehensive loss | (7) | 0 | 1.7 |
Net current-period other comprehensive income | 16.2 | 3 | 3 |
Ending balance | 19.2 | 3 | 0 |
Accumulated Other Comprehensive Loss/Income | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 3 | 0 | (3) |
Net current-period other comprehensive income | 16.2 | 3 | 3 |
Ending balance | $ 19.2 | $ 3 | $ 0 |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME - Components of Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Income on derivative financial instruments | $ 31.6 | $ 5.9 | $ 5.9 |
Interest rate swap contracts | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Income on derivative financial instruments | 1.5 | 0.9 | (0.4) |
Financial gas swap contacts | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Income on derivative financial instruments | $ 30.1 | $ 5 | $ 6.3 |
ACCUMULATED OTHER COMPREHENSI_5
ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME - Components of Other Comprehensive Income/(Loss) Reclassified (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense | $ 5.8 | $ 5 | $ 5.3 |
Cost of products sold | 515.2 | 425 | 309.3 |
Total reclassifications for the period | 128 | 51.4 | 26.9 |
Amounts reclassified from accumulated other comprehensive income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Total reclassifications for the period | (7) | 0 | 1.7 |
Interest rate swap contracts | Gains and Losses on Cash Flow Hedges | Amounts reclassified from accumulated other comprehensive income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense | 0.2 | 0.4 | 0.4 |
Financial gas swap contacts | Gains and Losses on Cash Flow Hedges | Amounts reclassified from accumulated other comprehensive income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Cost of products sold | $ (7.2) | $ (0.4) | $ 1.3 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 01, 2021 | Dec. 01, 2011 | |
Other Commitments [Line Items] | |||||
Lease liability payments due | $ 1.6 | ||||
Lease expense | 11 | $ 10.6 | $ 11.3 | ||
Purchase Commitments | |||||
Contractual obligation, due in 2023 | 29.8 | ||||
Contractual obligation, due in 2024 | 14.5 | ||||
Self-bond agreement for reclamation costs | |||||
Other Commitments [Line Items] | |||||
Surety bond amount | $ 41.8 | $ 41.8 | |||
Watco Companies, LLC | |||||
Other Commitments [Line Items] | |||||
Leases term | 10 years | 10 years | |||
Rock Springs Grazing Association | |||||
Other Commitments [Line Items] | |||||
Renewal term | 5 years | ||||
Total renewal term | 30 years | ||||
Commodity | |||||
Purchase Commitments | |||||
Purchase obligation | $ 39.7 | ||||
Purchase obligation, due in 2023 | 34 | ||||
Purchase obligation, due in 2024 | 5.7 | ||||
Average minimum annual cost of contract | 1.5 | ||||
Rail Car Lease | |||||
Other Commitments [Line Items] | |||||
Rail car lease obligation in 2023 | 9.4 | ||||
Rail car lease obligation in 2024 | 7.9 | ||||
Rail car lease obligation in 2025 | 6.5 | ||||
Rail car lease obligation in 2026 | 5.2 | ||||
Rail car lease obligation in 2027 | 2.1 | ||||
Rail car lease obligation thereafter | $ 0.8 | ||||
Minimum | |||||
Other Commitments [Line Items] | |||||
Leases term | 1 year | ||||
Maximum | |||||
Other Commitments [Line Items] | |||||
Leases term | 10 years |
AGREEMENTS AND TRANSACTIONS W_3
AGREEMENTS AND TRANSACTIONS WITH AFFILIATES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Cost of product sold - affiliates | $ 15.1 | $ 3.5 | $ 0 |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Cost of product sold - affiliates | $ 15.1 |
AGREEMENTS AND TRANSACTIONS W_4
AGREEMENTS AND TRANSACTIONS WITH AFFILIATES - Costs Charged by Affiliates (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Total selling, general and administrative expenses - affiliates | $ 20 | $ 17.2 | $ 17.5 |
Sisecam Chemicals | |||
Related Party Transaction [Line Items] | |||
Total selling, general and administrative expenses - affiliates | $ 20 | $ 17.2 | 16.1 |
ANSAC | |||
Related Party Transaction [Line Items] | |||
Total selling, general and administrative expenses - affiliates | $ 1.4 |
AGREEMENTS AND TRANSACTIONS W_5
AGREEMENTS AND TRANSACTIONS WITH AFFILIATES - Net Sales to Affiliates (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Sales - affiliates | $ 0 | $ 0 | $ 177.9 |
ANSAC | |||
Related Party Transaction [Line Items] | |||
Sales - affiliates | $ 177.9 |
AGREEMENTS AND TRANSACTIONS W_6
AGREEMENTS AND TRANSACTIONS WITH AFFILIATES - Receivables From or Payables to Affiliates (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Accounts receivable from affiliates | $ 53.9 | $ 49.3 |
Due to affiliates | 6.1 | 2.3 |
Sisecam Chemicals | ||
Related Party Transaction [Line Items] | ||
Accounts receivable from affiliates | 53.9 | 49.3 |
Due to affiliates | 3.4 | 2.2 |
Other | ||
Related Party Transaction [Line Items] | ||
Accounts receivable from affiliates | 0 | 0 |
Due to affiliates | $ 2.7 | $ 0.1 |
MAJOR CUSTOMERS AND SEGMENT R_3
MAJOR CUSTOMERS AND SEGMENT REPORTING - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Concentration Risk [Line Items] | |||
Number of operating segments | segment | 1 | ||
Revenues | $ 720.1 | $ 540.1 | $ 392.2 |
Accounts receivable, net of allowance for credit losses | 170.8 | 116.9 | |
Revenue Benchmark | Customer Concentration Risk | Two Customers | |||
Concentration Risk [Line Items] | |||
Revenues | 188.1 | 173 | |
Revenue Benchmark | Customer Concentration Risk | One Customer | |||
Concentration Risk [Line Items] | |||
Revenues | $ 177.9 | ||
Accounts Receivable Benchmark | Customer Concentration Risk | Two Customers | |||
Concentration Risk [Line Items] | |||
Accounts receivable, net of allowance for credit losses | $ 45.9 | $ 44.7 |
MAJOR CUSTOMERS AND SEGMENT R_4
MAJOR CUSTOMERS AND SEGMENT REPORTING - Sales by geographic area (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Sales by geographical area | |||
Total net sales | $ 720.1 | $ 540.1 | $ 392.2 |
Domestic | |||
Sales by geographical area | |||
Total net sales | 305 | 276.8 | 208.8 |
International | |||
Sales by geographical area | |||
Total net sales | $ 415.1 | $ 263.3 | $ 183.4 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other current assets, Other non-current assets | Other current assets, Other non-current assets |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Accrued expenses, Other non-current liabilities | Accrued expenses, Other non-current liabilities |
Long-term debt | $ 137 | $ 123.6 |
Sisecam Wyoming Equipment Financing Arrangement | Secured Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 23.5 | 29 |
Sisecam Wyoming Equipment Financing Arrangement | Secured Debt | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 41.7 | |
Sisecam Wyoming Equipment Financing Arrangement | Secured Debt | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 45 | |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of derivative designated as hedging instruments, assets | 45.9 | 8.5 |
Total fair value of derivatives designated as hedging instruments, liabilities | 8.4 | 2.4 |
Fair Value, Measurements, Recurring | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, current | 0.2 | 0 |
Derivative liabilities, current | 0 | 0.2 |
Derivative asset, noncurrent | 0.8 | 0.1 |
Derivative liabilities, noncurrent | 0 | 0.2 |
Fair Value, Measurements, Recurring | Interest rate swap | Cash Flow Hedging | Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, notional amount | 25 | 37.5 |
Fair Value, Measurements, Recurring | Interest Rate Swap One | Cash Flow Hedging | Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 12.5 | |
Fair Value, Measurements, Recurring | Interest Rate Swap Two | Cash Flow Hedging | Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 12.5 | |
Fair Value, Measurements, Recurring | Interest Rate Swap Three | Cash Flow Hedging | Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 12.5 | |
Fair Value, Measurements, Recurring | Interest Rate Swap Four | Cash Flow Hedging | Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 12.5 | |
Fair Value, Measurements, Recurring | Interest Rate Swap Five | Cash Flow Hedging | Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 12.5 | |
Fair Value, Measurements, Recurring | Natural gas forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, notional amount | 39.7 | 24.1 |
Derivative assets, current | 43.4 | 5.9 |
Derivative liabilities, current | 7.9 | 0.6 |
Derivative asset, noncurrent | 1.5 | 2.5 |
Derivative liabilities, noncurrent | $ 0.5 | $ 1.4 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Feb. 23, 2023 | Feb. 09, 2023 | Feb. 01, 2023 | Dec. 31, 2022 | |
Sisecam Chemicals Wyoming LLC | Common Units | ||||
Subsequent Event [Line Items] | ||||
Percentage of general partner ownership interest held | 74% | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Distributions declared per common unit for the period (in dollars per share) | $ 0.50 | |||
Expected distribution to be paid to limited and general partner | $ 10.1 | |||
Cash distributions | $ 22 | |||
Subsequent Event | Sisecam Chemicals Wyoming LLC | Common Units | ||||
Subsequent Event [Line Items] | ||||
Percentage of general partner ownership interest held | 74% | |||
Subsequent Event | Forecast | Sisecam Chemicals Wyoming LLC and Sisecam Chemicals Newco LLC | Sisecam Resources LP | ||||
Subsequent Event [Line Items] | ||||
Merger agreement, share price per common unit (in dollars per share) | $ 25 |