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EX-23.1 - EX-23.1 - NATURAL RESOURCE PARTNERS LPd838461dex231.htm
EX-32.2 - EX-32.2 - NATURAL RESOURCE PARTNERS LPd838461dex322.htm
EX-95.1 - EX-95.1 - NATURAL RESOURCE PARTNERS LPd838461dex951.htm
EX-31.1 - EX-31.1 - NATURAL RESOURCE PARTNERS LPd838461dex311.htm
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10-K - 10-K - NATURAL RESOURCE PARTNERS LPd838461d10k.htm

Exhibit 99.3

OCI Wyoming LLC

(A Majority-Owned Subsidiary of OCI Resources LP)

Financial Statements as of and for the Years Ended December 31, 2014 and 2013, and Report of Independent Registered Public Accounting Firm

 

1


OCI WYOMING LLC

(A Majority Owned Subsidiary of OCI Resources LP)

TABLE OF CONTENTS

 

 

 

     Page
Number
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      3   
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013:   

Balance Sheets

     4   

Statements of Operations and Comprehensive Income

     5   

Statements of Members’ Equity

     6   

Statements of Cash Flows

     7   

Notes to Financial Statements

     8   

 

2


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Managers and Members of

OCI Wyoming LLC

Atlanta, Georgia

We have audited the accompanying balance sheets of OCI Wyoming LLC (the “Company”) as of December 31, 2014 and 2013, and the related statements of operations and comprehensive income, members’ equity, and cash flows for the years then ended, and the related notes to the financial statements. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
February 26, 2015

 

3


OCI WYOMING LLC

(A Majority Owned Subsidiary of OCI Resources LP)

BALANCE SHEETS

AS OF DECEMBER 31, 2014 AND 2013

(In thousands of dollars)

 

 

     2014     2013  

ASSETS

    

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 30,520      $ 45,969   

Accounts receivable, net

     35,457        34,401   

Accounts receivable - ANSAC

     70,410        58,051   

Due from affiliates, net

     19,489        20,394   

Inventory

     43,237        41,710   

Other current assets

     1,509        740   
  

 

 

   

 

 

 

Total current assets

  200,622      201,265   

PROPERTY, PLANT, AND EQUIPMENT, NET

  201,402      193,277   

OTHER NON-CURRENT ASSETS

  880      1,231   
  

 

 

   

 

 

 

TOTAL ASSETS

$ 402,904    $ 395,773   
  

 

 

   

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable

$ 13,069    $ 13,189   

Due to affiliates

  5,347      375   

Accrued expenses

  29,288      26,099   
  

 

 

   

 

 

 

Total current liabilities

  47,704      39,663   

LONG-TERM DEBT

  145,000      155,000   

OTHER NON-CURRENT LIABILITIES

  4,192      3,779   
  

 

 

   

 

 

 

Total liabilities

  196,896      198,442   
  

 

 

   

 

 

 

COMMITMENTS AND CONTINGENCIES

MEMBERS’ EQUITY:

Members’ equity — OCI Resources LP

  105,445      100,919   

Members’ equity — Natural Resource Partners LP

  101,311      96,962   

Accumulated other comprehensive loss

  (748   (550
  

 

 

   

 

 

 

Total members’ equity

  206,008      197,331   
  

 

 

   

 

 

 

TOTAL LIABILITIES AND MEMBERS’ EQUITY

$ 402,904    $ 395,773   
  

 

 

   

 

 

 

See notes to financial statements.

 

4


OCI WYOMING LLC

(A Majority Owned Subsidiary of OCI Resources LP)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(In thousands of dollars)

 

 

     2014     2013  

SALES - AFFILIATES

   $ 236,685      $ 211,645   

SALES - OTHERS

     228,347        230,487   
  

 

 

   

 

 

 

Total net sales

  465,032      442,132   
  

 

 

   

 

 

 

COST OF PRODUCTS SOLD

  222,848      225,160   

FREIGHT COSTS

  123,745      122,673   
  

 

 

   

 

 

 

Total cost of products sold

  346,593      347,833   
  

 

 

   

 

 

 

GROSS PROFIT

  118,439      94,299   

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - AFFILIATES

  16,192      12,506   

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - OTHERS

  577      36   

LOSS ON DISPOSAL OF ASSETS, NET

  1,032      —     
  

 

 

   

 

 

 

OPERATING INCOME

  100,638      81,757   

OTHER INCOME (EXPENSE):

Interest income

  78      56   

Interest expense

  (5,140   (2,838

Other income, net

  1,064      680   
  

 

 

   

 

 

 

Total other income (expense)

  (3,998   (2,102
  

 

 

   

 

 

 

NET INCOME

  96,640      79,655   

OTHER COMPREHENSIVE INCOME (LOSS)

Income (loss) on derivative financial instruments

  (198   30   
  

 

 

   

 

 

 

COMPREHENSIVE INCOME

$ 96,442    $ 79,685   
  

 

 

   

 

 

 

See notes to financial statements.

 

5


OCI WYOMING LLC

(A Majority Owned Subsidiary of OCI Resources LP)

STATEMENTS OF MEMBERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(In thousands of dollars)

 

 

    OCI
Resources
LP
    Natural
Resource
Partners LP
    OCI
Wyoming
Holding Co.
    Big Island     OCI Wyoming
Co.
    Accumulated
Other
Comprehensive
Income (Loss)
    Total
Members’
Equity
 

Balance at January 1, 2013

  $ —        $ —        $ 138,369      $ 132,941      $ 9,837      $ (580   $ 280,567   

Allocation of net income through January 22, 2013

        1,142        1,097        882          3,121   

Transfer of interest

      134,038          (134,038         —     

Allocation of net income from January 23, 2013 through July 17, 2013

      15,011        15,623          7,372          38,006   

Restructuring on July 18, 2013

      (908     (945       1,853          —     

Capital distribution to members through July 18, 2013

      (70,060     (72,920       (19,941       (162,921

Allocation of net income from July 18, 2013 through September 17, 2013

      5,356        4,477          1,092          10,925   

Restructuring on September 18, 2013

    86,841          (85,746       (1,095       —     

Allocation of net income from September 18, 2013 through December 31, 2013

    14,078        13,525                27,603   

Other comprehensive income (loss)

              30        30   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2013

$ 100,919    $ 96,962    $ —      $ —      $ —      $ (550 $ 197,331   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Allocation of net income

  49,286      47,354      96,640   

Capital distribution to members

  (44,760   (43,005   (87,765

Other comprehensive income (loss)

  (198   (198
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2014

$ 105,445    $ 101,311    $ —      $ —      $ —      $ (748 $ 206,008   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See notes to financial statements.

 

6


OCI WYOMING LLC

(A Majority Owned Subsidiary of OCI Resources LP)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(In thousands of dollars)

 

 

     2014     2013  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 96,640      $ 79,655   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation, depletion and amortization

     21,587        22,723   

Loss on disposal of assets, net

     1,032        —     

Other non-cash items

     (203     —     

(Increase) decrease in:

    

Accounts receivable, net

     (1,055     809   

Accounts receivable - ANSAC

     (12,359     (4,215

Inventory

     (1,499     (45

Other current and non-current assets

     (153     (1,470

Due from affiliates, net

     905        5,557   

Increase (decrease) in:

    

Accounts payable

     (3,535     66   

Accrued expenses and other liabilities

     3,230        (542

Due to affiliates

     4,971        (3,062
  

 

 

   

 

 

 

Net cash provided by operating activities

  109,561      99,476   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

  (27,255   (16,241

Proceeds from sale of fixed assets

  10      —     
  

 

 

   

 

 

 

Net cash used in investing activities

  (27,245   (16,241
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments of long-term debt

  (10,000   (32,000

Proceeds from revolving credit facility

  —        135,000   

Cash distribution to members

  (87,765   (162,921
  

 

 

   

 

 

 

Net cash used in financing activities

  (97,765   (59,921
  

 

 

   

 

 

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

  (15,449   23,314   

CASH AND CASH EQUIVALENTS:

Beginning of year

  45,969      22,655   
  

 

 

   

 

 

 

End of year

$ 30,520    $ 45,969   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid during the year

$ 4,274    $ 2,285   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES :

Capital expenditures on account

$ 4,579    $ 745   
  

 

 

   

 

 

 

See notes to financial statements

 

7


OCI WYOMING LLC

(A Majority Owned Subsidiary of OCI Resources LP)

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Dollars in thousands)

 

 

1. Corporate Structure

A 51% membership interest in OCI Wyoming LLC (the “Company,” “we,” “us,” or “our”) is owned by OCI Resources LP (“OCIR” or the “Partnership”). Natural Resource Partners LP (NRP) owns a 49% membership interest in the Company. OCIR is a master limited partnership traded on the New York Stock exchange and is currently owned 74.84% by OCI Wyoming Holding Co. (OCIWHCO) and 25.16% by the general public. OCI Chemical Corporation (OCICC), which is ultimately 100% owned by OCI Enterprises, Inc. (OCIE), owns 100% of OCIWHCO. On June 30, 2014, the Company converted from a Delaware limited partnership to a Delaware limited liability company.

2. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations - The Company operations consist of the mining of trona ore, which, when processed, becomes soda ash. All soda ash processed is sold through the Company’s sales agent, OCICC, to various domestic and European customers and to American Natural Soda Ash Corporation (ANSAC) for export. All mining and processing activities take place in one facility located in Green River, Wyoming.

A summary of the significant accounting policies is as follows:

Basis of Presentation - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates - The preparation of 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 financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition - We recognize revenue when the earnings process is complete, which is generally upon transfer of title. This transfer typically occurs upon shipment to the customer, which is normally free on board (“FOB”) terms or upon receipt by the customer. In all cases, we apply the following criteria in recognizing revenue: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed, determinable or reasonably estimated sales price has been agreed with the customer; and (4) collectability is reasonably assured. Customer rebates are accounted for as sales deductions. We record amounts billed for shipping and handling fees as revenue. Costs incurred for shipping and handling are recorded as costs of sales and services.

Freight Costs - The Company includes freight costs billed to customers for shipments administered by the Company in gross sales. The related freight costs along with cost of products sold are deducted from gross sales to determine gross profit.

Cash and Cash Equivalents - The Company 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.

 

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Accounts Receivable - Accounts receivable are carried at the original invoice amount less an estimate for doubtful receivables. We generally do not require collateral against outstanding accounts receivable. The allowance for doubtful accounts is based on specifically identified amounts that the Company believes to be uncollectible. An additional allowance is recorded based on certain percentages of aged receivables, which are determined based on management’s assessment of the general financial conditions affecting the Company’s customer base. If actual collection experience changes, revisions to the allowance may be required. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. During the years ended 2014 and 2013 there were no significant accounts receivable bad debt expenses, write-offs or recoveries.

Inventory - Inventory and stores inventory is valued at the lower of cost or market on a first-in, first-out basis. Costs include raw materials, direct labor, and manufacturing overhead. Market is based on current replacement cost for raw materials and stores inventory and on net realizable value for finished goods. Stores inventory represents parts materials and supplies currently available for future use.

Property, Plant, and Equipment - Property, 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. The estimated useful lives applied to depreciable assets are as follows:

 

     Useful Lives

Land and land improvements

   10 years

Depletable land

   15-60 years

Buildings and building improvements

   10-30 years

Internal-use computer software

   3-5 years

Machinery and equipment

   5-20 years

Furniture and fixtures

   10 years

When property, plant, and equipment are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the year.

The Company’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 Company 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 are reported as a component of the underlying transactions. The Company 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 Company 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. Any significant ineffective portion of the gain or loss is reported in earnings immediately. For derivatives not designated as hedges, the gain or loss is reported in earnings in the period of change.

 

9


The Company has interest rate swaps recorded within accrued expenses with an aggregate notional value of $76,000 and a fair value of a liability of $748 at December 31, 2014 and an aggregate notional value of $101,500 and a fair value of a liability of $550 at December 31, 2013. These contracts are for periods consistent with the exposure being hedged and generally will mature on July 18, 2018, the maturity date of the long-term debt under our Wyoming Credit Facility.

The Company enters into foreign exchange forward contracts to hedge certain firm commitments denominated in currencies other than the U.S. dollar. However, the Company does not apply hedge accounting for these contracts. These contracts are for periods consistent with the exposure being hedged and generally have maturities of one year or less. The fair value of forward contracts, which are predominantly used to purchase U.S. dollars and sell Euros, totaled an asset of $617 and a liability of $541 at December 31, 2014 and 2013, respectively. These currency hedges have a notional value of $6,900 and $26,360 at December 31, 2014 and 2013, respectively.

Income Tax - The Company is organized as a pass-through entity for federal income tax purposes. As a result, the members are responsible for federal income taxes based on their respective share of taxable income. Net income for financial statement purposes may differ significantly from taxable income reportable to members as a result of differences between the tax bases and financial reporting bases of assets and liabilities and the taxable income allocation requirements under the membership agreement.

Reclamation Costs - The Company 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 Company 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. As a result of a revised mine reserve study, effective January 1, 2015, the mining reserve will be amortized over a remaining life of 68 years. During 2014 and 2013 the remaining life was 66 years and 67 years, respectively. The liability was discounted using the credit-adjusted risk free rate of 7% and is being accreted throughout the estimated life of the related assets to equal the total estimated costs with a corresponding entry being recorded to interest expense.

During 2011, the Company constructed a rail yard to facilitate loading and switching of rail cars. The Company is required to restore the land on which the rail yard is constructed to its natural conditions. The estimated liability for restoring the rail yard to its natural condition is 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 4.25% and is being accreted throughout the estimated life of the related assets to equal the total estimated costs with a corresponding entry being recorded to interest expense.

Fair Value of Financial Instruments - The following methods and assumptions were used to estimate the fair values of each class of financial instruments:

Financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and long-term debt. The carrying amounts of cash and cash equivalents, accounts receivable,

 

10


accounts payable and accrued expenses approximate their fair value because of the nature of such instruments. Our interest rate swaps and foreign exchange contracts are fair valued with Level 2 inputs based on quoted market values for similar but not identical financial instruments.

Long-Term Debt - The fair value of our long-term debt is based on present rates for indebtedness with similar amounts, durations and credit risks.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Fair value accounting requires that these financial assets and liabilities be classified into one of the following three categories:

 

    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.

Subsequent Events - The Company has evaluated all subsequent events through February 26, 2015, the date the financial statements were available to be issued.

Recently Issued Accounting Standards - In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) that requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 15, 2016 and interim periods therein and requires expanded disclosures. We are currently assessing the impact the adoption of ASU 2014-09 will have on our consolidated financial statements.

3. ACCOUNTS RECEIVABLE, NET

Accounts receivable, net as of December 31, 2014 and 2013 consists of the following:

 

     2014      2013  

Trade receivables

   $ 24,691       $ 23,888   

Other receivables

     10,854         10,522   
  

 

 

    

 

 

 
  35,545      34,410   

Allowance for doubtful accounts

  (88   (9
  

 

 

    

 

 

 

Total

$ 35,457    $ 34,401   
  

 

 

    

 

 

 

4. INVENTORY

Inventory as of December 31, 2014 and 2013 consists of the following:

 

     2014      2013  

Raw materials

   $ 6,413       $ 5,754   

Finished goods

     10,363         10,496   

Stores inventory

     26,461         25,460   
  

 

 

    

 

 

 

Total

$ 43,237    $ 41,710   
  

 

 

    

 

 

 

 

11


5. PROPERTY, PLANT, AND EQUIPMENT, NET

Property, plant, and equipment as of December 31, 2014 and 2013 consists of the following:

 

     2014      2013  

Land and land improvements

   $ 192       $ 192   

Depletable land

     2,957         1,982   

Buildings and building improvements

     129,514         128,927   

Internal-use computer software

     4,468         4,141   

Machinery and equipment

     567,289         566,361   
  

 

 

    

 

 

 

Total

  704,420      701,603   

Less accumulated depreciation, depletion and amortization

  (536,163   (531,191
  

 

 

    

 

 

 

Total net book value

  168,257      170,412   

Construction in progress

  33,145      22,865   
  

 

 

    

 

 

 

Property, plant, and equipment, net

$ 201,402    $ 193,277   
  

 

 

    

 

 

 

Depreciation, depletion and amortization expense on property, plant and equipment was $21,235 and $22,723, for the years ended December 31, 2014 and 2013, respectively.

6. ACCRUED EXPENSES

Accrued expenses as of December 31, 2014 and 2013 consists of the following:

 

     2014      2013  

Accrued freight costs

   $ 1,373       $ 464   

Accrued energy costs

     5,718         6,128   

Accrued royalty costs

     4,445         3,995   

Accrued employee compensation

     6,739         5,116   

Accrued other taxes

     4,608         4,154   

Accrued derivatives

     748         1,091   

Other accruals

     5,657         5,151   
  

 

 

    

 

 

 

Total

$ 29,288    $ 26,099   
  

 

 

    

 

 

 

7. DEBT

Long-term debt as of December 31, 2014 and 2013 consists of the following:

 

     2014      2013  

Variable Rate Demand Revenue Bonds, principal due October 1, 2018, interest payable monthly, bearing monthly interest rate of 0.14% (2014) and 0.16% (2013)

   $ 11,400       $ 11,400   

Variable Rate Demand Revenue Bonds, principal due August 1, 2017, interest payable monthly, bearing monthly interest rate of 0.14% (2014) and 0.16% (2013)

     8,600         8,600   

OCI Wyoming Credit Facility, unsecured principal due July 18, 2018, interest payable quarterly, bearing quarterly variable interest at 1.9781% (2014) and 1.996% (2013).

     125,000         135,000   
  

 

 

    

 

 

 

Total debt

  145,000      155,000   

Less current portion of long-term debt

  —        —     
  

 

 

    

 

 

 

Total long-term debt

$ 145,000    $ 155,000   
  

 

 

    

 

 

 

 

12


Aggregate maturities required on long-term debt at December 31, 2014 are as follows:

 

2017

$ 8,600   

2018

  136,400   
  

 

 

 

Total

$ 145,000   
  

 

 

 

Revenue Bonds

The above revenue bonds require the Company to maintain standby letters of credit totaling $20,333 at December 31, 2014. These letters of credit require compliance with certain covenants, including minimum net worth, maximum debt to net worth, and interest coverage ratios. As of December 31, 2014, the Company was in compliance with these debt covenants.

OCI Wyoming Credit Facility

On July 18, 2013, the Company entered into a $190,000 senior unsecured revolving credit facility, as amended on October 30, 2014 (as amended, the “OCI Wyoming Credit Facility”), with a syndicate of lenders, which will mature on the fifth anniversary of the closing date of such credit facility. The OCI Wyoming Credit Facility provides for revolving loans to fund working capital requirements, capital expenditures, to consummate permitted acquisitions and for all other lawful Company purposes. The OCI Wyoming Credit Facility has an accordion feature that allows OCI Wyoming to increase the available revolving borrowings under the facility by up to an additional $75,000, subject to the Company receiving increased commitments from existing lenders or new commitments from new lenders and the satisfaction of certain other conditions. In addition, the OCI Wyoming Credit Facility includes a sublimit up to $20,000 for same-day swing line advances and a sublimit up to $40,000 for letters of credit. The Company’s obligations under the OCI Wyoming Credit Facility are unsecured.

The OCI Wyoming Credit Facility contains various covenants and restrictive provisions that limit (subject to certain exceptions) the Company’s ability to:

 

    make distributions on or redeem or repurchase units;

 

    incur or guarantee additional debt;

 

    make certain investments and acquisitions;

 

    incur certain liens or permit them to exist;

 

    enter into certain types of transactions with affiliates of the Company;

 

    merge or consolidate with another Company; and

 

    transfer, sell or otherwise dispose of assets.

The OCI Wyoming Credit Facility also requires quarterly maintenance of a leverage ratio (as defined in the OCI Wyoming Credit Facility) of not more than 3.00 to 1.00 and a fixed charge coverage ratio (as defined in the OCI Wyoming Credit Facility) of not less than 1.10 to 1.00 for the 2014 and 2015 fiscal years, respectively and not less than 1.15 to 1.00 thereafter. The OCI Wyoming Credit Facility also requires that consolidated capital expenditures, as defined in the OCI Wyoming Credit Facility, not exceed $50 million in any fiscal year.

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

 

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

The Company was in compliance with all terms under its long-term debt agreements as of December 31, 2014.

Loans under the OCI Wyoming Credit Facility bear interest at the Company’s option at either:

 

    a Base Rate, which equals the highest of (i) the federal funds rate in effect on such day plus 0.50%, (ii) the administrative agent’s prime rate in effect on such day and (iii) one-month LIBOR plus 1.0%, in each case, plus an applicable margin; or

 

    a LIBOR Rate plus an applicable margin.

The unused portion of the OCI Wyoming Credit Facility is subject to an unused line fee ranging from 0.275% to 0.350% per annum based on the Company’s then current consolidated leverage ratio.

8. OTHER NON-CURRENT LIABILITIES

Other non-current liabilities as of December 31, 2014 and 2013 consists of the following:

 

     2014      2013  

Reclamation reserve at beginning of year

   $ 3,779       $ 3,560   

Accretion expense

     413         219   
  

 

 

    

 

 

 

Reclamation reserve at end of year

$ 4,192    $ 3,779   
  

 

 

    

 

 

 

9. EMPLOYEE BENEFIT PLANS

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

Retirement Plans - Benefits provided under the OCI Pension Plan for Salaried Employees and OCI Pension Plan for Hourly Employees are based upon years of service and average compensation for the highest 60 consecutive months of the employee’s last 120 months of service, as defined. Each plan covers substantially all full-time employees hired before May 1, 2001. OCIE’s funding policy is to contribute an amount within the range of the minimum required and the maximum tax-deductible contribution. The Company’s allocated portion of net periodic pension cost was $3,140 and $8,421 for the years ended December 31, 2014 and 2013, respectively. The decrease in pension costs was driven by favorable effects of higher actuarial discount rates and market returns.

Savings Plan - The OCI 401(k) Retirement 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 plan permits employees to contribute specified percentages of their compensation, while the Company makes contributions based upon specified percentages of employee contributions. The Plan was amended such that participants hired on or subsequent to May 1, 2001, will receive an additional contribution from the Company based on a percentage of the participant’s base pay. Contributions made by the Company for the years ended December 31, 2014 and 2013 were $2,428 and $2,795, respectively.

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

 

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OCIE accounts for postretirement benefits on an accrual basis over an employee’s period of service. The postretirement plan, excluding pensions, are not funded, and OCIE has the right to modify or terminate the plan. Effective January 1, 2013, the postretirement benefits for non-grandfathered retirees were amended to replace the medical coverage for post-65-year-old members with a fixed dollar contribution amount. As a result of the amendment, the accumulated and projected benefit obligation for OCIE’s postretirement benefits decreased by $8.7 million and resulted in a prior service credit of $7.7 million which will be recognized as a reduction of net periodic postretirement benefit costs in future years. The Company’s allocated portion of postretirement benefit costs was income of $260 and $55 for the years ended December 31, 2014 and 2013, respectively.

10. COMMITMENTS AND CONTINGENCIES

The Company leases mineral rights from the U.S. Bureau of Land Management, the state of Wyoming, Rock Springs Royalty Corp., a wholly owned subsidiary of Anadarko Holding Company (AHC), and other private parties. All of these leases provide for royalties based upon production volume. The remaining leases provide for minimum lease payments as detailed in the table below. The Company has a perpetual right of first refusal with respect to these leases and intends to continue renewing the leases as has been its practice.

The Company entered into a 10 year rail yard switching and maintenance agreement with a third party, Watco Companies, LLC, on December 1, 2011. Under the agreement, Watco provides rail-switching services at the Company’s rail yard. The Company’s rail yard is constructed on land leased by Watco from Rock Springs Grazing Association and Anadarko Land Corp; the Rock Springs Grazing Association land lease is renewable every 5 years for a total period of 30 years, while the Anadarko Land Corp. lease is perpetual. The Company has an option agreement with Watco to assign these leases to the Company at any time during the land lease term.

The Company entered into a 10 year track lease agreement with Union Pacific Company for certain rail track used in connection with the rail yard.

OCICC, on behalf of the Company, typically enters into operating lease contracts with various lessors for railcars to transport product to customer locations and warehouses. Rail car leases under these contractual commitments range for periods from 1 to 10 years. OCICC’s obligations related to these rail car leases are $9,664 in 2015, $7,153 in 2016, $5,665 in 2017, $4,402 in 2018, $3,585 in 2019 and $4,421 in 2020 and thereafter.

As of December 31, 2014, the total minimum rental commitments under the Company’s various operating leases, including renewal periods are as follows:

 

     Leased Land      Track Lease      Total  

2015

   $ 75       $ 33       $ 108   

2016

     75         33         108   

2017

     75         33         108   

2018

     75         33         108   

2019

     75         33         108   

2020 and thereafter

     1,575         66         1,641   
  

 

 

    

 

 

    

 

 

 

Total

$ 1,950    $ 231    $ 2,181   
  

 

 

    

 

 

    

 

 

 

From time to time, the Company has various litigation, claims, and assessments that arise in the normal course of business. Management does not believe, based upon its evaluation and discussion with counsel, that the ultimate outcome of any current matters, individually or in the aggregate, would have a material effect on the Company’s financial position, results of operations, or cash flows.

Off-Balance Sheet Arrangements - The Company has a self-bond agreement with the Wyoming Department of Environmental Quality under which we commit to pay directly for reclamation costs. As of December 31, 2014, the amount of the bond was $33,875, which is the amount we would need to pay the State of Wyoming for reclamation costs if we cease mining operations currently. The amount of this self-bond increased in August 2013 and is subject to change upon periodic re-evaluation by the Land Quality Division.

 

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11. AFFILIATES TRANSACTIONS

OCICC is the exclusive sales agent for the Company and through its membership in ANSAC, OCICC is responsible for promoting and increasing the use and sale of soda ash and other refined or processed sodium products produced. All actual sales and marketing costs incurred by OCICC are charged directly to the Company. Selling, general and administrative expenses also include amounts charged to the Company by OCIE, OCICC, and OCIR principally consisting of salaries, benefits, office supplies, professional fees, travel, rent and other costs of certain assets used by the Company. These transactions do not necessarily represent arm’s length transactions and may not represent all costs if the Company operated on a standalone basis.

The total costs charged to the Company by affiliates for the years ended December 31, 2014 and 2013 are as follows:

 

     2014      2013  

OCIE

   $ 8,955       $ 5,537   

OCICC

     3,415         4,387   

ANSAC

     2,930         2,582   

OCIR

     892         —     
  

 

 

    

 

 

 

Total selling, general and administrative expenses - affiliates

$ 16,192    $ 12,506   
  

 

 

    

 

 

 

ANSAC allocates its expenses to ANSAC’s members using a pro rata calculation based on sales.

Cost of products sold includes logistics services charged by ANSAC. For the years ended December 31, 2014 and 2013 these costs were $9,194 and $6,692, respectively.

Net sales to affiliates for the years ended December 31, 2014 and 2013 are as follows:

 

     2014      2013  

ANSAC

   $ 230,762       $ 200,413   

OCI Alabama LLC

     5,923         7,282   

OCI Company Limited

     —           3,950   
  

 

 

    

 

 

 

Total

$ 236,685    $ 211,645   
  

 

 

    

 

 

 

As of December 31, 2014 and 2013, the Company had receivables and payables representing arm’s length transactions with affiliated entities as follows:

 

     2014      2013  
     Receivables from
Affiliates
     Payables to
Affiliates
     Receivables from
Affiliates
     Payables to
Affiliates
 

OCIE

   $ 1,594       $ 2,848       $ 110       $ 252   

OCICC

     8,268         1,171         10,460         —     

OCI Chemical Europe NV

     9,183         —           7,822         —     

OCI Company Limited

     —           —           1,919         —     

Other

     444         1,328         83         123   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

$ 19,489    $ 5,347    $ 20,394    $ 375   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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12. MAJOR CUSTOMERS AND SEGMENT REPORTING

Our operations are similar in nature of products we provide and type of customers we serve. As the Company 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 for the years ended December 31, 2014 and 2013 are as follows:

 

     2014      2013  

Domestic

   $ 194,801       $ 195,062   

International:

     

ANSAC

     230,762         200,413   

Other

     39,469         46,657   
  

 

 

    

 

 

 

Total international

  270,231      247,070   
  

 

 

    

 

 

 

Total net sales

$ 465,032    $ 442,132   
  

 

 

    

 

 

 

The Company’s largest customer by sales is ANSAC. There were no other customers who individually accounted for ten percent or more of total net sales for the years ended December 31, 2014 and 2013.

13. SUBSEQUENT EVENTS

On January 15, 2015, the members of the board of managers of OCI Wyoming LLC approved the payment on January 16, 2015 of a cash distribution to the general partners and the limited partners in the aggregate amount of $22,250.

In February 2015, the Company entered into a natural gas forward contract with a notional value of approximately $17,568 and maturity dates ranging from 2015 to 2020, to mitigate volatility in the gas prices. The maturity of the notional value is $911 in 2015, $2,889 in 2016, $3,179 in 2017, $3,385 in 2018, $3,552 in 2019 and $3,652 in 2020.

******

 

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