What changed in this filing

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Item 1A. Risk Factors

2022-03-15 compared with 2021-03-15 · 94 added, 112 removed, 374 unchanged (36% of the section changed)

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Our unitholders' share of our portfolio income may be taxable to them even though they receive other losses from our activities."

The agreements governing our indebtedness and preferred units restrict our ability to pay distributions on our common and preferred units under certain circumstances.

The agreements governing our indebtedness and preferred units restrict our ability to raise, and in some cases continue to pay, distributions on our common units.

The indenture governing our 2025 parent company notes restricts us from paying more than one-half of the quarterly distribution on our preferred units in cash if our consolidated leverage ratio exceeds 3.75x.

Our consolidated leverage ratio has risen since the onset of the COVID-19 pandemic and rose above 3.75x during the third quarter of 2020, and we began paying one-half of the required quarterly distribution in kind through the issuance of additional preferred units (“PIK units”) with respect to such quarter.

To the extent our leverage ratio continues to exceed 3.75x, which we expect for the foreseeable future, we will be required to continue to pay one-half of the required preferred distributions in PIK units and will be unable to redeem any PIK units until our consolidated leverage ratio falls below 3.75x.

Distributions on the outstanding PIK units will accrue and accumulate at 12% per year until such PIK units are redeemed.

Under our partnership agreement, to the extent any PIK units are outstanding at any time after January 1, 2022, we will be prohibited from making any distributions with respect to our common units until we have redeemed all such PIK units in cash.

Accordingly, the Board of Directors of our general partner had declared a distribution on our preferred units to be paid one-half in kind through the issuance of additional preferred units (“PIK units”) in 2020 and 2021 when our leverage ratio exceeded 3.75x.

Our consolidated leverage ratio fell below 3.75x in Q4 2021 to 2.7x at December 31, 2021, and we redeemed the PIK units in the first quarter of 2022.

In addition, Opco’s revolving credit agreement, the indenture governing our 2025 Senior Notes and our partnership agreement each require that we meet certain consolidated leverage tests in order to raise our quarterly distribution on the common units above the current level of $0.45 per quarter.

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Financial Statements and Supplementary Data—Note 11.

Debt, Net., Net.

The ongoing COVID-19 pandemic has adversely affected our business, and the ultimate effect on our financial condition, results of operations, and ability to make cash distributions to unitholders will depend on future developments, which are highly uncertain and cannot be predicted.

The ongoing COVID-19 pandemic has adversely affected the global economy, disrupted global supply chains and created significant volatility in the financial markets.

In addition, the pandemic has resulted in travel restrictions, business closures and the institution of quarantining and other restrictions on movement in many communities and global trading markets.

Coal markets faced substantial challenges prior to the pandemic, and widespread increases in unemployment and decreases in electricity and steel demand further reduced demand and prices for coal.

In addition, demand for and prices of soda ash decreased, as global manufacturing slowed.

If the reduced demand for and prices of coal and/or soda ash continue for a prolonged period, our financial condition, results of operations, and cash distributions to unitholders may be materially and adversely affected.

The COVID-19 pandemic adversely affected the global economy, disrupted global supply chains and created significant volatility in the financial markets.

In addition, the pandemic resulted in travel restrictions, business closures and the institution of quarantining and other restrictions on movement in many communities and global trading markets.

Coal markets faced substantial challenges prior to the pandemic, and widespread increases in unemployment and decreases in electricity and steel demand further reduced demand and prices for coal in 2020.

In addition, demand for and prices of soda ash decreased in 2020, as global manufacturing slowed.

Our board of directors determined to suspend cash distributions to our common unitholders with respect to the first quarter of 2020 in order to preserve liquidity due to uncertainties created by the pandemic.

To the extent our board of

directors deems necessary, it may determine to suspend cash distributions in future quarters as a result of the pandemic.

In addition, Ciner Wyoming suspended cash distributions to its members in 2020 due to adverse effects of the pandemic on the global and domestic soda ash markets.

In addition, Sisecam Wyoming suspended cash distributions to its members in 2020 due to adverse effects of the pandemic on the global and domestic soda ash markets.

Both companies have resumed distributions, however there remains a risk that distributions could be suspended in the future due to a resumption of pandemic uncertainties.

As economic activity began to recover throughout 2021, so did supply and demand for coal and soda ash.

While the outbreak appeared to be trending downward, particularly as vaccination rates increased, new variants of COVID-19 emergerd, including the highly transmissible Delta and Omicron variants, spreading throughout the United States and globally and causing

significant uncertainty.

The full extent to which the COVID-19 pandemic will impact our results is not fully known and is evolving, and will depend on future developments, which are highly uncertain and cannot be predicted.

These include the severity, duration and spread of COVID-19, the success of actions taken by governments and health organizations to combat the disease and treat its effects, including additional remedial legislation, the emergence of any new COVID-19 variants that may arise, the timing, availability, effectiveness and adoption rates of vaccines and treatments and the extent to which, and when, general economic and operating conditions recover.

Accordingly, any resulting financial impact cannot be reasonably estimated at this time but such amounts may be material.

To the extent our board of directors deems necessary, it may determine to suspend cash distributions in future quarters as a result of the pandemic.

Prices for both metallurgical and thermal coal are volatile and depend on a number of factors beyond our control.

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Any potential future lessee bankruptcy filings could create additional uncertainty as to the future of operations on our properties and could have a material adverse effect on our business and results of operations.

To the extent our lessees are unable to economically produce coal over the long term, the carrying value of our reserves could be adversely affected.

To the extent our lessees are unable to economically produce coal over the long term, the carrying value of our coal mineral rights could be adversely affected.

A long-term asset generally is deemed impaired when the future expected cash flow from its use and disposition is less than its book value.

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Prices for soda ash are volatile.

Any substantial or extended decline in soda ash prices could have an adverse effect on Ciner Wyoming’s ability to resume distributions to its members and on our results of operations.

The market price of soda ash directly affects the profitability of Ciner Wyoming’s soda ash production operations.

If the market price for soda ash declines, Ciner Wyoming’s sales will decrease.

In 2020, Ciner Wyoming suspended distributions to its members as a result of the adverse impact of the COVID-19 pandemic on global soda ash markets.

Historically, the global

market and, to a lesser extent, the domestic market for soda ash has been volatile, and those markets are likely to remain volatile in the future.

The prices Ciner Wyoming receives for its soda ash depend on numerous factors beyond Ciner Wyoming’s control, including the COVID-19 pandemic, worldwide and regional economic and political conditions impacting supply and demand.

In addition, the impact of the Ciner Corporation exit from ANSAC and Ciner Wyoming’s transition to the utilization of Ciner Group’s global distribution network for some of its export operations beginning 2021 could affect prices received for export sales.

Any substantial or extended decline in soda ash prices could have an adverse effect on Sisecam Wyoming’s ability to continue to make distributions to its members and on our results of operations.

The market price of soda ash directly affects the profitability of Sisecam Wyoming’s soda ash production operations.

If the market price for soda ash declines, Sisecam Wyoming’s sales will decrease.

Historically, the global market and, to a lesser extent, the domestic market for soda ash has been volatile, and those markets are likely to remain volatile in the future.

The prices Sisecam Wyoming receives for its soda ash depend on numerous factors beyond Sisecam Wyoming’s control, including the COVID-19 pandemic, worldwide and regional economic and political conditions impacting supply and demand.

In addition, the impact of the Sisecam Chemical Resources' exit from ANSAC and Sisecam Wyoming’s transition to the utilization of Sisecam Group’s global distribution network for some of its export operations beginning 2021 could affect prices received for export sales.

Glass manufacturers and other industrial customers drive most of the demand for soda ash, and these customers experience significant fluctuations in demand and production costs.

Competition from increased use of glass substitutes, such as plastic and recycled glass, has had a negative effect on demand for soda ash.

Substantial or extended declines in prices for soda ash could have a material adverse effect on Ciner Wyoming’s ability to resume distributions to its members and on our results of operations.

Substantial or extended declines in prices for soda ash could have a material adverse effect on Sisecam Wyoming’s ability to continue to make distributions to its members and on our results of operations.

We derive a large percentage of our revenues and other income from a small number of coal lessees.

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We own significant interests in all of Foresight’s mining operations, which accounted for approximately 17% of our total revenues in 2021.

Foresight is required to pay us a fixed amount of $42.0 million during 2021.

We also own significant interests in several of Alpha Metallurgical Resource's mining operations, which accounted for approximately 24% of our total revenues in 2020.

Certain other lessees have made acquisitions over the past few years resulting in their having an increased interest in our coal reserves.

We also own significant interests in several of Alpha's mining operations, which accounted for approximately 23% of our total revenues in 2021.

Certain other lessees have made acquisitions over the past few years resulting in their having an increased interest in our coal.

Any interruption in these lessees’ ability to make royalty payments to us could have a disproportionate material adverse effect on our business and results of operations.

Bankruptcies in the coal industry, and/or the idling or closure of mines on our properties could have a material adverse effect on our business and results of operations.

The current coal price environment, together with high operating costs and limited access to capital, has caused a number of coal producers to file for protection under bankruptcy laws and/or idle or close mines that they cannot operate profitably.

While current coal prices have recovered substantially, the recent coal price environment, together with high operating costs and limited access to capital, has caused a number of coal producers to file for protection under The U.S.

Bankruptcy Code and/or idle or close mines that they cannot operate profitably.

To the extent our leases are accepted or assigned in a bankruptcy process, pre-petition amounts are required to be cured in full, but we may ultimately make concessions in the financial terms of those leases in order for the reorganized company or new lessor to operate profitably going forward.

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While our lessees maintain insurance coverage, there is no assurance that insurance will be available or cover the costs of these risks.

Many of our lessees are experiencing rising costs related to regulatory compliance, insurance coverage, permitting

and reclamation bonding, transportation, and labor.

Many of our lessees are experiencing rising costs related to regulatory compliance, insurance coverage, permitting and reclamation bonding, transportation, and labor.

Increased costs result in decreased profitability for our lessees and reduce the competitiveness of coal as a fuel source.

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The adoption of climate change legislation and regulations restricting emissions of greenhouse gases and other hazardous air pollutants have resulted in changes in fuel consumption patterns by electric power generators and a corresponding decrease in coal production by our lessees and reduced coal-related revenues.

Enactment of laws and passage of regulations regarding emissions from the combustion of coal in the United States, and internationally and some of its states or other countries, or other actions to limit such emissions, have resulted in and could continue to result in electricity generators switching from coal to other fuel sources and in coal-fueled power plant closures.

Enactment of laws and passage of regulations regarding emissions from the combustion of coal by the U.S., some of its states or other countries, or other actions to limit such emissions, have resulted in and could continue to result in electricity generators switching from coal to other fuel sources and in coal-fueled power plant closures.

Further, regulations regarding new coal-fueled power plants could adversely impact the global demand for coal.

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These changes have resulted in reduced coal consumption and the production of coal from our properties and are expected to continue to have an adverse effect on our coal-related revenues.

In addition to EPA’s greenhouse gas initiatives, there are several other federal rulemakings that are focused on emissions from coal-fired electric generating facilities, including the Cross-State Air Pollution Rule (CSAPR), regulating emissions of nitrogen oxide and sulfur dioxide, and the Mercury and Air Toxics Rule (MATS), regulating emissions of hazardous air pollutants.

In addition to EPA’s greenhouse gas initiatives, there are several other federal rulemakings that are focused on emissions from coal-fired electric generating facilities, including the Cross-State Air Pollution Rule (CSAPR) as revised in 2021, regulating emissions of nitrogen oxide and sulfur dioxide, and the Mercury and Air Toxics Rule (MATS), regulating emissions of hazardous air pollutants.

Installation of additional emissions control technologies and other measures required under these and other EPA regulations have made it more costly to operate many coal-fired power plants and have resulted in and are expected to continue to result in plant closures.

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Numerous reports have engendered concern about the impacts of human activity, especially fossil fuel combustion, on global climate issues.

In addition to government regulation of greenhouse gas and other air pollutant emissions, there are ongoing efforts affecting the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, promoting the divestment of fossil fuel equities and ongoing pressure on lenders to limit funding to companies engaged in the extraction of fossil fuels, such as coal.

In addition to government regulation of greenhouse gas and other air pollutant emissions, there have also been efforts in recent years affecting the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, promoting the divestment of fossil fuel equities and also pressuring lenders to limit funding to companies engaged in the extraction of fossil fuels, such as coal.

One example is the Net Zero Banking Alliance, a group of over 100 banks worldwide representing over 40% of global banking assets who are committed to aligning their investment portfolios with net zero emissions by 2050.

The impact of such efforts may adversely affect our ability to raise capital.

In addition, a number of insurance companies have taken action to limit coverage for companies in the coal industry, which could result in significant increases in our costs of insurance or in our inability to maintain both general liability and director and officer insurance coverage at current levels.

In addition to climate change and other Clean Air Act legislation, our businesses are subject to numerous other federal, state and local laws and regulations that may limit production from our properties and our profitability.

The operations of our lessees and Ciner Wyoming are subject to stringent health and safety standards under increasingly strict federal, state and local environmental, health and safety laws, including mine safety regulations and governmental enforcement policies.

The operations of our lessees and Sisecam Wyoming are subject to stringent health and safety standards under increasingly strict federal, state and local environmental, health and safety laws, including mine safety regulations and governmental enforcement policies.

Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of cleanup and site restoration costs and liens, the issuance of injunctions to limit or cease operations, the suspension or revocation of permits and other enforcement measures that could have the effect of limiting production from our properties.

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In addition, it may be difficult for us to secure new or replacement lessees.

We have limited approval rights with respect to the management of our Ciner Wyoming soda ash joint venture, including with respect to cash distributions and capital expenditures.

We have limited approval rights with respect to the management of our Sisecam Wyoming soda ash joint venture, including with respect to cash distributions and capital expenditures.

In addition, we are exposed to operating risks that we do not experience in the royalty business through our soda ash joint venture and through our ownership of certain coal transportation assets.

We do not have control over the operations of Ciner Wyoming.

We have limited approval rights with respect to Ciner Wyoming, and our partner controls most business decisions, including decisions with respect to distributions and capital expenditures.

During 2020, Ciner Wyoming suspended quarterly cash distributions to its members due to adverse developments in the soda ash market resulting from the COVID-19 pandemic.

Distributions remain suspended and may continue to be suspended until the soda ash markets improve.

In February 2021, Ciner Resources was informed that an event of default currently exists under a loan to certain non-U.S.

companies in the global Ciner Group.

While the equity interests in Ciner Wyoming and Ciner Resources are not pledged as security for that loan, the equity interests in in Ciner Holding (the sole member of the general partner of Ciner Resources) and in Ciner Corporation (the parent company of Ciner Holding) are pledged as collateral to the lenders under that loan agreement.

Accordingly, unless that event of default is cured or otherwise waived by the requisite number of lenders, the lenders could foreclose on the applicable collateral, which would result in a change of control of Ciner Resources.

Although such a change of control would not result in an event of default under the Ciner Wyoming credit agreement, any such change in ownership could, among other consequences, have a material adverse effect on Ciner Wyoming’s business, financial condition, results of operations, and on our relationship with our soda ash joint venture operating partner.

We do not have control over the operations of Sisecam Wyoming.

We have limited approval rights with respect to Sisecam Wyoming, and our partner controls most business decisions, including decisions with respect to distributions and capital expenditures.

During 2020, Sisecam Wyoming suspended cash distributions to its members due to adverse developments in the soda ash market resulting from the COVID-19 pandemic.

Distributions resumed in 2021 but no assurance can be made that additional suspensions will not occur in the future.

In December 2021, the parent of the 51% owner of Sisecam Wyoming (formerly Ciner Wyoming) sold 60% of its interest to Sisecam Chemicals USA Inc., a wholly owned subsidiary of Türkiye Şişe ve Cam Fabrikalari A.Ş.

As a result of the transaction, we will continue to appoint three of the seven Board of Managers of Sisecam Wyoming, Sisecam USA will appoint three and Ciner Enterprises Inc.

will appoint one.

Any changes to the distribution policy or the capital expenditure plans approved by the newly constituted Board of Managers could adversely affect the future cash flows to NRP and the financial condition and results of operations of Sisecam Wyoming.

In addition, we are ultimately responsible for operating the transportation infrastructure at Foresight’s Williamson mine, and have assumed the capital and operating risks associated with that business.

As a result of these investments, we could experience increased costs as well as increased liability exposure associated with operating these facilities.

A significant portion of Ciner Wyoming’s historical international sales of soda ash have been to ANSAC, and the termination of the ANSAC membership could adversely affect Ciner Wyoming’s ability to compete in certain international markets and increase Ciner Wyoming’s international sales costs.

In July 2020, ANSAC and its members entered into an agreement that, among other things, terminated Ciner Corporation’s membership in ANSAC effective as of December 31, 2020, a year earlier than previously announced.

For a limited period after December 31, 2020, Ciner Corporation.

will continue to sell, at substantially lower volumes, product to ANSAC for export sales purposes, with a fixed rate per ton selling, general and administrative expense, and will also purchase a limited amount of export logistics services.

ANSAC has historically been Ciner Wyoming’s largest customer for the years ended December 31, 2020, 2019 and 2018, accounting for approximately 45%, 60% and 52%, respectively, of its net sales.

Without the ANSAC membership, there is no assurance that Ciner Wyoming.

will be able to retain existing foreign customers or secure new foreign customers or the related logistics arrangements on favorable terms.

The costs to transport and market soda ash following the ANSAC exit could be higher than costs associated with sales through ANSAC.

As a result Ciner Wyoming’s business, results of operations and financial condition could be adversely affected.

Ciner Wyoming’s deca stockpiles will substantially deplete by 2024, and its production rates will decline approximately 200,000 short tons per year if further investments are not made.

In 2024, Ciner Wyoming’s deca stockpiles will be substantially depleted.

Without adding additional capacity, Ciner Wyoming's production rates will decline approximately 200,000 short tons, which would further impact Ciner Wyoming's profitability.

While Ciner Wyoming is currently evaluating an expansion project that would offset this decline as well as provide additional soda ash production above current rates, there is no guarantee that any such investments will be executed successfully or in a timely manner to enable Ciner Wyoming to maintain its current rates of production.

Significant delays and/or higher than expected costs associated with Ciner Wyoming’s capacity expansion project could adversely affect Ciner Wyoming’s profitability and ability to resume distributions to us.

In 2019, Ciner Wyoming announced a significant capacity expansion capital project intended to increase production levels to up to 3.5 million tons of soda ash per year.

When considering the significant investment required by this expansion and the infrastructure improvements designed to increase overall efficiency, combined with the COVID-19 pandemic’s negative impact on Ciner Wyoming’s financial results, Ciner Wyoming has reprioritized the timing of the significant expenditure items in order to increase financial and liquidity flexibility until it has more clarity and visibility into the ongoing impact of the COVID-19 pandemic on its business.

The costs of the expansion project could be higher than expected, or the execution of the project could be substantially delayed, which could materially impact Ciner Wyoming’s profitability and result in a further delay of Ciner Wyoming’s resumption of cash distributions to its members, which in turn could have a material adverse effect on us.

A significant portion of Sisecam Wyoming’s historical international sales of soda ash have been to ANSAC, and the termination of the ANSAC membership could adversely affect Sisecam Wyoming’s ability to compete in certain international markets and increase Sisecam Wyoming’s international sales costs.

Although Sisecam Chemicals Resources’ membership in ANSAC terminated on December 31, 2020, Sisecam Chemical Resources and ANSAC reached an agreement that it would continue selling tons, at substantially lower volumes to ANSAC and partner therewith on limited logistics services for a limited period of time.

ANSAC was Sisecam Wyoming’s largest customer for the years ended December 31, 2020 and 2019, accounting for approximately 45% and 60%, respectively, of its net sales.

Without the ANSAC membership, there is no assurance that Sisecam Chemical Resources will be able to retain existing foreign customers or secure new foreign customers or the related logistics arrangements on favorable terms, if at all, after the ANSAC termination date, which could materially adversely impact Sisecam Wyoming’s business, results of operations and financial condition and limit its ability to make distributions to us.

Sisecam Wyoming’s deca stockpiles will substantially deplete by 2024, and its production rates will decline approximately 200,000 short tons per year if further investments are not made.

In 2024, Sisecam Wyoming’s deca stockpiles will be substantially depleted.

Without adding additional capacity, Sisecam Wyoming's production rates will decline approximately 200,000 short tons, which would further impact Sisecam Wyoming's profitability.

While Sisecam Wyoming is currently evaluating an expansion project that would offset this decline as well as provide additional soda ash production above current rates, there is no guarantee that any such investments will be executed successfully or in a timely manner to enable Sisecam Wyoming to maintain its current rates of production.

Significant delays and/or higher than expected costs associated with Sisecam Wyoming’s capacity expansion project could adversely affect Sisecam Wyoming’s profitability and ability to continue to make distributions to us.

In 2019, Sisecam Wyoming announced a significant capacity expansion capital project intended to increase production levels to up to 3.5 million tons of soda ash per year.

As a result of current market conditions (in part related to the COVID-19 pandemic), Sisecam Wyoming is currently evaluating when and whether to pursue this project, as it will require significant capital expenditures.

The costs of the expansion project could be higher than expected, or the execution of the project could be substantially delayed, which could materially impact Sisecam Wyoming’s profitability and result in another suspension of Sisecam Wyoming’s cash distributions to its members, which in turn could have a material adverse effect on us.

Fluctuations in transportation costs and the availability or reliability of transportation could reduce the production of coal, soda ash and other minerals from our properties.

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Our lessees’ transportation providers may face difficulties in the future that would impair the ability of our lessees to supply minerals to their customers, resulting in decreased royalty revenues to us.

In addition, Ciner Wyoming transports its soda ash by rail or truck and ocean vessel.

In addition, Sisecam Wyoming transports its soda ash by rail or truck and ocean vessel.

As a result, its business and financial results are sensitive to increases in rail freight, trucking and ocean vessel rates.

Increases in transportation costs, including increases resulting from emission control requirements, port taxes and fluctuations in the price of fuel, could make soda ash a less competitive product for glass manufacturers when compared to glass substitutes or recycled glass, or could make Ciner Wyoming’s soda ash less competitive than soda ash produced by competitors that have other means of transportation or are located closer to their customers.

Ciner Wyoming may be unable to pass on its freight and other transportation costs in full because market prices for soda ash are generally determined by supply and demand forces.

In addition, rail operations are subject to various risks that may result in a delay or lack of service at Ciner Wyoming’s facility, and alternative methods of transportation are impracticable or cost prohibitive.

For the year ended December 31, 2020, Ciner Wyoming shipped approximate ly 97% of its soda ash from the Green River facility on a single rail line owned and controlled by Union Pacific.

Ciner Wyoming’s current transportation contract with Union Pacific expires on December 31, 2021.

There can be no assurance that this contract will be renewed on terms favorable to Ciner Wyoming or at all.

Any substantial interruption in or increased costs related to the transportation of Ciner Wyoming’s soda ash or the failure to renew the rail contract on favorable terms could have a material adverse effect on our financial condition and results of operations.

Our reserve estimates depend on many assumptions that may be inaccurate, which could materially adversely affect the quantities and value of our reserves.

In addition, we expect to cease reporting coal and hard mineral reserves pursuant to new SEC rules that will be effective for us beginning with the year ending December 31, 2021.

Coal, aggregates and industrial minerals reserve engineering requires subjective estimates of underground accumulations of coal, aggregates and industrial minerals, and assumptions and are by nature imprecise.

Our reserve estimates may vary substantially from the actual amounts of coal, aggregates and industrial minerals recovered from our reserves.

There are numerous uncertainties inherent in estimating quantities of reserves, including many factors beyond our control.

Estimates of reserves necessarily depend upon a number of variables and assumptions, any one of which may, if incorrect, result in an estimate that varies considerably from actual results.

These factors and assumptions relate to:

• future prices, operating costs, capital expenditures, severance and excise taxes, and development and reclamation costs;

• production levels;

• future technology improvements;

• the effects of regulation by governmental agencies;

• geologic and mining conditions, which may not be fully identified by available exploration data.

Actual production, revenue and expenditures with respect to our reserves will likely vary from estimates, and these variations may be material.

As a result, undue reliance should not be placed on our reserve data that is included in this report.

In addition, the SEC has adopted new rules to modernize the property disclosure requirements for registrants with significant mining activities, w hich we will be required to begin to comply with for the fiscal year beginning on January 1, 2021 (reported in the Annual Report on Form 10-K for the year ending December 31, 2021).

The new rules contain exceptions that allow royalty companies, such as NRP, to omit information that they lack access to and cannot obtain without incurring an unreasonable burden or expense.

As a royalty company, we do not have access to a substantial amount information that will be required to prepare the technical reports used to determine reserves under the new rules, and we will not be able to obtain such information without unreasonable burden or expense.

Accordingly, we expect that we will rely on the royalty company exceptions and will therefore cease to report coal and other hard mineral reserves beginning with the year ending December 31, 2021.

Increases in transportation costs, including increases resulting from emission control requirements, port taxes and fluctuations in the price of fuel, could make soda ash a less competitive product for glass manufacturers when compared to glass substitutes or recycled glass, or could make Sisecam Wyoming’s soda ash less competitive than soda ash produced by competitors that have other means of transportation or are located closer to their customers.

Sisecam Wyoming may be unable to pass on its freight and other transportation costs in full because market prices for soda ash are generally determined by supply and demand forces.

In addition, rail operations are subject to various risks that may result in a delay or lack of service at Sisecam Wyoming’s facility, and alternative methods of transportation are impracticable or cost prohibitive.

For the year ended December 31, 2021, Sisecam Wyoming shipped over 90% of its soda ash from the Green River facility on a single rail line owned and controlled by Union Pacific.

A ny subst antial interruption in or increased costs related to the transportation of Sisecam Wyoming’s soda ash or the failure to renew the rail contract on favorable terms could have a material adverse effect on our financial condition and results of operations.

Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments.

Mineral supply contracts generally do not require operators to satisfy their obligations to their customers with resources mined from specific reserves.

Mineral supply contracts generally do not require operators to satisfy their obligations to their customers with resources mined from specific locations.

Several factors may influence a lessee’s decision to supply its customers with minerals mined from properties we do not own or lease, including the royalty rates under the lessee’s lease with us, mining conditions, mine operating costs, cost and availability of transportation, and customer specifications.

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federal income tax purposes as well as our not being subject to a material amount of entity-level taxation by individual states.

If the Internal Revenue Service ("IRS") were to treat us as a corporation for federal income tax purposes or we were to become subject to material additional amounts of entity-level taxation for state tax purposes, then our cash available for distribution to unitholders would be substantially reduced.

If the Internal Revenue Service ("IRS") were to treat us as a corporation for U.S.

federal income tax purposes or we were to become subject to material additional amounts of entity-level taxation for state tax purposes, then our cash available for distribution to unitholders would be substantially reduced.

The anticipated after-tax economic benefit of an investment in our units depends largely on our being treated as a partnership for U.S.

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If we were treated as a corporation for U.S.

federal income tax purposes, we would pay federal income tax on our taxable income at the corporate tax rate and would likely be liable for state income tax at varying rates.

federal income tax purposes, we would pay U.S.

federal income tax on our taxable income at the corporate tax rate and would likely be liable for state income tax at varying rates.

Distributions to our unitholders would generally be taxed again as corporate distributions, and no income, gains, losses, deductions or credits would flow through to our unitholders.

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federal income tax laws that would affect publicly traded partnerships, including proposals that would eliminate our ability to qualify for partnership tax treatment.

Recent proposals have provided for the expansion of the qualifying income exception for publicly traded partnerships in certain circumstances and other proposals have provided for the total elimination of the qualifying income exception upon which we rely for our partnership tax treatment.

In addition, the Treasury Department has issued, and in the future may issue, regulations interpreting those laws that affect publicly traded partnerships.

There can be no assurance that there will not be further changes to U.S.

federal income tax laws or

the Treasury Department’s interpretation of the qualifying income rules in a manner that could impact our ability to qualify as a partnership in the future.

federal income tax laws or the Treasury Department’s interpretation of the qualifying income rules in a manner that could impact our ability to qualify as a partnership in the future.

Any modification to the U.S.

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You are urged to consult with your own tax advisor with respect to the status of regulatory or administrative developments and proposals and their potential effect on your investment in our units.

Certain federal income tax preferences currently available with respect to coal exploration and development may be eliminated as a result of future legislation.

federal income tax preferences currently available with respect to coal exploration and development may be eliminated as a result of future legislation.

Changes to U.S.

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Our unitholders' share of our portfolio income may be taxable to them even though they receive other losses from our activities.

Because our unitholders are treated as partners to whom we allocate taxable income that could be different in amount than the cash we distribute, our unitholders are required to pay any federal income taxes and, in some cases, state and local income taxes on their share of our taxable income even if they receive no cash distributions from us.

Because our unitholders are treated as partners to whom we allocate taxable income that could be different in amount than the cash we distribute, our unitholders are required to pay any U.S.

federal income taxes and, in some cases, state and local income taxes on their share of our taxable income even if they receive no cash distributions from us.

Our unitholders may not receive cash distributions from us equal to their share of our taxable income or even equal to the actual tax due from them with respect to that income.

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Any passive losses we generate will only be available to offset our passive income generated in the future and will not be available to offset (i) our portfolio income, including income related to our coal and mineral royalty businesses, (ii) a unitholder’s income from other passive activities or investments, including investments in other publicly traded partnerships, or (iii) a unitholder’s salary or active business income.

Thus, our unitholders' share of our portfolio income may be subject to federal income tax, regardless of other losses they may receive from us.

Thus, our unitholders' share of our portfolio income may be subject to U.S.

federal income tax, regardless of other losses they may receive from us.

We may engage in transactions to reduce our indebtedness and manage our liquidity that generate taxable income (including income and gain from the sale of properties and cancellation of indebtedness income) allocable to our unitholders, and income tax liabilities arising therefrom may exceed any distributions made with respect to their units.

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Our unitholders are encouraged to consult their tax advisors with respect to the consequences to them.

If the IRS contests the federal income tax positions we take, the market for our units may be adversely impacted and the cost of any IRS contest will reduce our cash available for distribution to our unitholders.

We have not requested a ruling from the IRS with respect to our treatment as a partnership for federal income tax purposes or any other matter affecting us.

If the IRS contests the U.S.

federal income tax positions we take, the market for our units may be adversely impacted and the cost of any IRS contest will reduce our cash available for distribution to our unitholders.

We have not requested a ruling from the IRS with respect to our treatment as a partnership for U.S.

federal income tax purposes or any other matter affecting us.

The IRS may adopt positions that differ from the positions we take.

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In addition, our costs of any contest by the IRS will be borne indirectly by our unitholders and our general partner because the costs will reduce our cash available for distribution.

If the IRS makes audit adjustments to our income tax returns for tax years beginning after December 31, 2017, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.

Pursuant to the Bipartisan Budget Act of 2015, for tax years beginning after December 31, 2017, if the IRS makes audit adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us.

If the IRS makes audit adjustments to our income tax returns for tax years beginning after December 31, 2017, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.

To the extent possible under these rules, our general partner may elect to either pay the taxes (including any applicable penalties and interest) directly to the IRS or, if we are eligible, issue a revised information statement to each unitholder and former unitholder with respect to an audited and adjusted return.

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In general, we are entitled to a deduction for interest paid or accrued on indebtedness properly allocable to our trade or business during our taxable year.

How ever, subject to the exceptions in the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act," discussed below), under the Tax Cuts and Jobs Act, for taxable years beginning after December 31, 2017, our deduction for “business int erest” is limited to the sum of our business interest income and 30% of our “adjusted taxable income.” For the purposes of this limitation, our adjusted taxable income is computed without regard to any business interest expense or business interest income, and in the case of taxable years beginning before January 1, 2022, any deduction allowable for depreciation, amortization, or depletion to the extent such depreciation, amortization, or depletion is not

capitalized into cost of goods sold with respect to inventory.

How ever, under the Tax Cuts and Jobs Act, for taxable years beginning after December 31, 2017, our deduction for “business int erest” is limited to the sum of our business interest income and 30% of our “adjusted taxable income.” For the purposes of this limitation, our adjusted taxable income is computed without regard to any business interest expense or business interest income, and in the case of taxable years beginning before January 1, 2022, any deduction allowable for depreciation, amortization, or depletion to the extent such depreciation, amortization, or depletion is not capitalized into cost of goods sold with respect to inventory.

If our “business interest” is subject to limitation under these rules, our unitholders will be limited in their ability to deduct their share of any interest expense that has been allocated to them.

As a result, unitholders may be subject to limitation on their ability to deduct interest expense incurred by us.

For our 2020 taxable year, the CARES Act increases the 30% adjusted taxable income limitation to 50%, unless we elect not to apply such increase.

For purposes of determining our 50% adjusted taxable income limitation, we may elect to substitute our 2020 adjusted taxable income with our 2019 adjusted taxable income, which may result in a greater business interest expense deduction.

In addition, unitholders may treat 50% of any excess business interest allocated to them in 2019 as deductible in the 2020 taxable year without regard to the 2020 business interest expense limitations.

The remaining 50% of such unitholder’s excess business interest is carried forward and subject to the same limitations as other taxable years.

Tax-exempt entities face unique tax issues from owning our units that may result in adverse tax consequences to them.

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federal income tax, including IRAs and other retirement plans, will be unrelated business taxable income and will be taxable to them.

Further, under the Tax Cuts and Jobs Act, for taxable years beginning after December 31, 2017, subject to the proposed aggregation rules for certain similarly situated businesses or activities issued by the Treasury Department, a tax-exempt entity with more than one unrelated trade or business (including by attribution from investment in a partnership such as ours that is engaged in one or more unrelated trade or business) is required to compute the unrelated business taxable income of such tax-exempt entity separately with respect to each such trade or business (including for purposes of determining any net operating loss deduction).

As a result, for years beginning after December 31, 2017, it may not be possible for tax-exempt entities to utilize losses from an investment in our partnership to offset unrelated business taxable income from another unrelated trade or business and vice versa.

Tax-exempt entities should consult a tax advisor before investing in our units.

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trade or business is generally required to withhold 10% of the “amount realized” by the transferor unless the transferor certifies that it is not a foreign person.

While the determination of a partner’s “amount realized” generally includes any decrease of a partner’s share of the partnership’s liabilities, recently issued Treasury regulations provide that the “amount realized” on a transfer of an interest in a publicly traded partnership, such as our common units, will generally be the amount of gross proceeds paid to the broker effecting the applicable transfer on behalf of the transferor, and thus will be determined without regard to any decrease in that partner’s share of a publicly traded partnership’s liabilities.

The Treasury regulations further provide that withholding on a transfer of an interest in a publicly traded partnership will not be imposed on a transfer that occurs prior to January 1, 2022, and after that date, if effected through a broker, the obligation to withhold is imposed on the transferor’s broker.

Prospective foreign unitholders should consult their tax advisors regarding the impact of these rules on an investment in our common units.

While the determination of a partner’s “amount realized” generally includes any decrease of a partner’s share of the partnership’s liabilities, the Treasury regulations provide that the “amount realized” on a transfer of an interest in a publicly traded partnership, such as our common units, will generally be the amount of gross proceeds paid to the broker effecting the applicable transfer on behalf of the transferor, and thus will be determined without regard to any decrease in that partner’s share of a publicly traded partnership’s liabilities.

The Treasury regulations and other guidance from the IRS provide that withholding on a transfer of an interest in a publicly traded partnership will not be imposed on a transfer that occurs prior to January 1, 2023.

Thereafter, the obligation to withhold on a transfer of interests in a publicly traded partnership that is effected through a broker, is imposed on the transferor’s broker.

Current and prospective non-U.S.

unitholders should consult their tax advisors regarding the impact of these rules on an investment in our common units.

We will treat each purchaser of our common units as having the same tax benefits without regard to the actual common units purchased.

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The IRS may challenge these valuation methods and the resulting allocations of income, gain, loss and deduction.

A successful IRS challenge to these methods or allocations could adversely affect the timing or amount of taxable income

or loss being allocated to our unitholders.

It also could affect the amount of gain recognized from the sale of our common units,

have a negative impact on the value of our common units or result in audit adjustments to our unitholders’ tax returns without

the benefit of additional deductions.

We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our common units each month based upon the ownership of our common units on the first day of each month, instead of on the basis of the date a particular unit is transferred.

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We generally prorate our items of income, gain, loss and deduction between transferors and transferees of our common units each month based upon the ownership of our common units on the first day of each month (the "Allocation Date"), instead of on the basis of the date a particular unit is transferred.

Similarly, we generally allocate certain deductions for depreciation of capital additions, gain or loss realized on a sale or other disposition of our assets and, in the discretion of the general partner, any other extraordinary item of income, gain, loss or deduction based upon ownership on the Allocation Date.

Similarly, we generally allocate (i) certain deductions for depreciation of capital additions, (ii) gain or loss realized on a sale or other disposition of our assets, and (iii) in the discretion of the general partner, any other extraordinary item of income, gain, loss or deduction based upon ownership on the Allocation Date.

Treasury Regulations allow a similar monthly simplifying convention, but such regulations do not specifically authorize the use of the proration method we have adopted.

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Any cyber incident could have a material adverse effect on our business, financial condition and results of operations.

The ongoing COVID-19 pandemic has adversely affected our business and may continue to do so.

The ongoing COVID-19 pandemic has adversely affected our business.

The COVID-19 pandemic may also have the effect of heightening many of the other risks described elsewhere in this Item 1A, “Risk Factors.” The extent to which the COVID-19 pandemic adversely affects our business, results of operations, and financial condition will depend on future developments, which remain highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors