cinr-20230331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2023


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

Commission file number: 001-36062

SISECAM RESOURCES LP

(Exact name of registrant as specified in its charter)


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

Five Concourse Parkway

Suite 2500

Atlanta, Georgia 30328

(Address of Principal Executive Offices) (Zip Code)

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

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

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


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

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

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

The registrant had 19,808,749 common units and 399,000 general partner units outstanding at April 28, 2023, the most recent practicable date.

SISECAM RESOURCES LP

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

References in this Quarterly Report on Form 10-Q (“Report”) to the “Partnership,” “SIRE,” “we,” “our,” “us,” or like terms refer to Sisecam Resources LP and its subsidiary, Sisecam Wyoming LLC, which is the consolidated subsidiary of the Partnership and referred to herein as “Sisecam Wyoming.” Sisecam Chemicals Resources LLC ("Sisecam Chemicals") is 60.0% owned by Sisecam Chemicals USA Inc. ("Sisecam USA") and 40% owned by Ciner Enterprises Inc. (“Ciner Enterprises”). References to “our general partner” or “Sisecam GP” refer to Sisecam Resource Partners LLC, the general partner of Sisecam Resources LP and a direct wholly-owned subsidiary of Sisecam Chemicals Wyoming LLC ("SCW LLC"), which is a direct wholly-owned subsidiary of Sisecam Chemicals. Sisecam USA is a direct wholly-owned subsidiary of Türkiye Şişe ve Cam Fabrikalari A.Ş, a Turkish corporation ("Şişecam Parent") which is an approximately 51.0%-owned subsidiary of Turkiye Is Bankasi Turkiye Is Bankasi ("Isbank"). Şişecam Parent is a global company operating in soda ash, chromium chemicals, flat glass, auto glass, glassware glass packaging and glass fiber sectors. Şişecam Parent was founded in 1935, is based in Turkey and is one of the largest industrial publicly-listed companies on the Istanbul exchange. With production facilities in four continents and in 14 countries, Sisecam Parent is one of the largest glass and chemicals producers in the world. Ciner Enterprises Inc. is a direct wholly-owned subsidiary of WE Soda Ltd., a U.K. Corporation (“WE Soda”). WE Soda is a direct wholly-owned subsidiary of KEW Soda Ltd., a U.K. corporation (“KEW Soda”), which is a direct wholly-owned subsidiary of Akkan Enerji ve Madencilik Anonim Şirketi (“Akkan”). Akkan is directly and wholly owned by Turgay Ciner, the Chairman of the Ciner Group (“Ciner Group”), a Turkish conglomerate of companies engaged in energy and mining (including soda ash mining), media and shipping markets. All of our soda ash processed is sold to various domestic and international customers.

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


			Page Number

Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) as of March 3 1 , 202 3 and December 31, 20 2 2			3
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) for the three months ended March 3 1 , 202 3 and 202 2			4
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 3 1 , 202 3 and 202 2			5
Condensed Consolidated Statements of Equity (Unaudited) for the three months ended March 3 1 , 202 3 and 20 2 2			6
Notes to the Condensed Consolidated Financial Statements (Unaudited)			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures about Market Risk			36
Item 4. Controls and Procedures			36

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

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

SISECAM RESOURCES LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	As of
(In millions)	March 31, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	18.6	$	21.3
Accounts receivable—affiliates	54.2		53.9
Accounts receivable, net of allowance for credit losses	171.9		170.8
Inventory	39.6		47.7
Other current assets	8.7		47.8
Total current assets	293.0		341.5
Property, plant and equipment, net	296.0		298.9
Other non-current assets	28.5		31.5
Total assets	$	617.5	$	671.9
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	8.9	$	8.8
Accounts payable	28.8		37.1
Due to affiliates	3.4		6.1
Accrued expenses	48.7		59.6
Total current liabilities	89.8		111.6
Long-term debt	115.9		128.2
Other non-current liabilities	16.4		16.1
Total liabilities	222.1		255.9
Commitments and contingencies (See Note 9)
Equity:
Common unitholders - Public and Sisecam Chemicals Wyoming LLC (19.8 units issued and outstanding at March 31, 2023 and December 31, 2022)	216.6		207.0
General partner unitholders - Sisecam Resource Partners LLC (0.4 units issued and outstanding at March 31, 2023 and December 31, 2022)	4.9		4.7
Accumulated other comprehensive (loss) income	(1.2)		19.2
Partners’ capital attributable to Sisecam Resources LP	220.3		230.9
Noncontrolling interest	175.1		185.1
Total equity	395.4		416.0
Total liabilities and equity	$	617.5	$	671.9

See accompanying notes.

SISECAM RESOURCES LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended March 31,
(In millions, except per unit data)	2023		2022
Net sales	$	207.1	$	163.4
Operating costs and expenses:
Cost of products sold including freight costs (excludes depreciation, depletion and amortization expense set forth separately below)	148.1		114.8
Cost of products sold - affiliates	1.7		2.6
Depreciation, depletion and amortization expense	8.5		6.5
Total cost of products sold	158.3		123.9
Gross profit	48.8		39.5
Operating expenses
Selling, general and administrative expenses—affiliates	5.1		5.4
Selling, general and administrative expenses—others	1.9		1.2

Total operating expenses	7.0		6.6
Operating income	41.8		32.9
Other (expenses) income:
Interest income	0.2		—
Interest expense	(1.6)		(1.1)
Other, net	(0.1)		—
Total other expense, net	(1.5)		(1.1)
Net income	$	40.3	$	31.8
Net income attributable to noncontrolling interest	20.4		16.1
Net income attributable to Sisecam Resources LP	$	19.9	$	15.7
Other comprehensive income:
Other comprehensive (loss) income on derivative financial instruments	(40.0)		5.2
Comprehensive income	0.3		37.0
Comprehensive income attributable to noncontrolling interest	0.8		18.6
Comprehensive (loss) income attributable to Sisecam Resources LP	$	(0.5)	$	18.4

Net income per limited partner unit:
Net income per limited partner unit (basic)	$	0.99	$	0.78
Net income per limited partner unit (diluted)	$	0.99	$	0.78

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

See accompanying notes.

SISECAM RESOURCES LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
(In millions)	2023		2022
Cash flows from operating activities:
Net income	$	40.3	$	31.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization expense	8.5		6.6
Loss on disposal of assets, net	0.2		—

Other non-cash items	0.2		0.4
Changes in operating assets and liabilities:
Accounts receivable - affiliates	(0.3)		(1.3)
Accounts receivable, net of allowance for credit losses	(1.1)		(25.4)
Inventory	7.8		(9.1)
Other current and non-current assets	0.3		(1.1)
Accounts payable	(7.5)		5.8
Due to affiliates	(2.7)		1.6
Accrued expenses and other liabilities	(10.1)		(1.6)
Net cash provided by operating activities	35.6		7.7
Cash flows from investing activities:
Capital expenditures	(5.2)		(8.2)
Net cash used in investing activities	(5.2)		(8.2)
Cash flows from financing activities:
Borrowings on Sisecam Wyoming Credit Facility	35.0		40.0

Repayments on Sisecam Wyoming Credit Facility	(45.0)		(10.0)

Repayments of Sisecam Wyoming Equipment Financing Arrangement	(2.2)		(2.1)


Distributions to common unitholders, general partner and non-controlling interest	(20.9)		(26.6)
Common units surrendered for taxes	—		(0.2)

Net cash (used in) provided by financing activities	(33.1)		1.1
Net (decrease) increase in cash and cash equivalents	(2.7)		0.6
Cash and cash equivalents at beginning of period	21.3		2.7
Cash and cash equivalents at end of period	$	18.6	$	3.3

Supplemental disclosure of cash flow information:
Interest paid during the period	$	1.5	$	1.0
Supplemental disclosure of non-cash investing activities:
Capital expenditures on account	$	1.8	$	3.2

SEC Form 10-Q filed by Sisecam Resources LP