EX-99.1 12 ex_728399.htm EXHIBIT 99.1

Exhibit 99.1

Sisecam Wyoming LLC (A Majority-Owned Subsidiary of Sisecam Chemicals Wyoming LLC) Financial Statements as of December 31, 2024 and 2023 and for the Years Ended December 31, 2024, 2023, and 2022, and Reports of Independent Registered Public Accounting Firms

SISECAM WYOMING LLC

(A Majority-Owned Subsidiary of Sisecam Chemicals Wyoming LLC)

TABLE OF CONTENTS

| Page Number
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID No. 238) | 3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID No. 243) | 4
BALANCE SHEETS AS OF DECEMBER 31, 2024 AND 2023 | 5
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 | 6
STATEMENTS OF MEMBERS' EQUITY FOR THE YEARS ENDED DECEMBER 2024, 2023 AND 2022 | 7
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 | 8
NOTES TO THE FINANCIAL STATEMENTS | 9

Report of Independent Registered Public Accounting Firm

To the Board of Managers and Members of Sisecam Wyoming LLC

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Sisecam Wyoming LLC (the “Company”) as of December 31, 2024, and the related statements of operations and comprehensive income, of members' equity and of cash flows for the year then ended, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting 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.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Sales to Others

As described in Note 2 to the financial statements, the Company’s sales to others was $578 million for the year ended December 31, 2024. The Company’s revenues are recognized at a point-in-time when control of goods transfers to the customer. The time at which delivery and transfer of title, and therefore control, occurs ranges from the point in time when the product leaves the Company’s facilities to agreed upon delivery points. Agreed upon delivery points at which control of the product transfers includes points where product reaches the port of loading, a vessel, or other agreed location, thereby rendering the performance obligation fulfilled. Management recognizes revenue as the amount of consideration expected to be received in exchange for transferring promised goods to customers.

The principal consideration for our determination that performing procedures relating to revenue recognition for sales to others is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition for sales to others.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included, among others, (i) testing revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents such as customer contracts, purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts; and (ii) confirming a sample of outstanding customer invoice balances as of December 31, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as customer contracts, purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

February 28, 2025

We have served as the Company's auditor since 2024.

3

Report of Independent Registered Public Accounting Firm

Board of Managers and Members of

Sisecam Wyoming LLC

Atlanta, Georgia

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Sisecam Wyoming LLC (the “Company”) as of December 31, 2023, the related statements of operations and comprehensive income, members’ equity, and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ BDO USA, P.C.

We served as the Company's auditor from 2022 to 2024.

Charlotte, North Carolina

March 7, 2024

4

SISECAM WYOMING LLC |  |  |  |
(A Majority Owned Subsidiary of Sisecam Chemicals Wyoming LLC) |  |  |  |
BALANCE SHEETS |  |  |  |
AS OF DECEMBER 31, 2024 AND 2023 |  |  |  |
(In thousands of dollars) |  |  |  |
|  | 2024 |  | 2023
ASSETS |  |  |  |
CURRENT ASSETS: |  |  |  |
Cash and cash equivalents |  | $ 19,282 |  | $ 6,476
Accounts receivable, net |  | 121,035 |  | 150,526
Accounts receivable-affiliates |  | 61,055 |  | 55,171
Inventory |  | 43,221 |  | 37,538
Other current assets |  | 3,344 |  | 4,043
Total current assets |  | 247,937 |  | 253,754
PROPERTY, PLANT, AND EQUIPMENT, NET |  | 246,054 |  | 255,796
OTHER NON-CURRENT ASSETS |  | 31,417 |  | 28,335
TOTAL ASSETS |  | $ 525,408 |  | $ 537,885
LIABILITIES AND MEMBERS' EQUITY |  |  |  |
CURRENT LIABILITIES: |  |  |  |
Current portion of long-term debt |  | $ 9,259 |  | $ 9,030
Accounts payable |  | 27,133 |  | 27,531
Due to affiliates |  | 5,031 |  | 4,882
Accrued expenses |  | 36,712 |  | 50,410
Total current liabilities |  | 78,135 |  | 91,853
LONG-TERM DEBT |  | 134,888 |  | 104,147
OTHER NON-CURRENT LIABILITIES |  | 15,540 |  | 15,386
Total liabilities |  | 228,563 |  | 211,386
COMMITMENTS AND CONTINGENCIES (See Note 12) |  |  |  |
MEMBERS' EQUITY: |  |  |  |
Members’ equity — Sisecam Chemicals Wyoming LLC |  | 153,426 |  | 170,062
Members’ equity — NRP Trona LLC |  | 147,413 |  | 163,394
Accumulated other comprehensive loss |  | (3,994) |  | (6,957)
Total members' equity |  | 296,845 |  | 326,499
TOTAL LIABILITIES AND MEMBERS' EQUITY |  | $ 525,408 |  | $ 537,885
See notes to financial statements.

5

SISECAM WYOMING LLC |  |  |  |  |
(A Majority Owned Subsidiary of Sisecam Chemicals Wyoming LLC) |  |  |  |  |
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME |  |
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 |  |  |  |  |
(In thousands of dollars) |  |
| 2024 |  | 2023 |  | 2022
SALES – OTHERS | $ 578,106 |  | $ 771,340 |  | $ 720,120
SALES - AFFILIATES | — |  | 2,250 |  | —
Total net sales | 578,106 |  | 773,590 |  | 720,120
COST OF PRODUCTS SOLD | 498,270 |  | 580,318 |  | 542,409
COST OF PRODUCTS SOLD - AFFILIATES | 3,016 |  | 5,343 |  | 15,136
Total cost of products sold | 501,286 |  | 585,661 |  | 557,545
GROSS PROFIT | 76,820 |  | 187,929 |  | 162,575
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - AFFILIATES | 20,387 |  | 20,753 |  | 19,261
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - OTHERS | 2,558 |  | 2,600 |  | 5,377
OPERATING INCOME | 53,875 |  | 164,576 |  | 137,937
OTHER INCOME (EXPENSE): |  |  |  |  |
Interest income | 629 |  | 1,382 |  | —
Interest expense | (7,847) |  | (6,335) |  | (5,752)
Other expense, net | (127) |  | (74) |  | (120)
Total other expense, net | (7,345) |  | (5,027) |  | (5,872)
NET INCOME | 46,530 |  | 159,549 |  | 132,065
Other comprehensive income/(loss) on derivative financial instruments | 2,963 |  | (44,570) |  | 31,644
COMPREHENSIVE INCOME | $ 49,493 |  | $ 114,979 |  | $ 163,709
See notes to financial statements.

6

SISECAM WYOMING LLC |  |  |  |  |  |  |
(A Majority Owned Subsidiary of Sisecam Chemicals Wyoming LLC) |  |  |  |
STATEMENTS OF MEMBERS' EQUITY |  |  |  |
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 |  |  |  |
(In thousands of dollars) |  |  |  |  |  |  |
|  |  |  |  | Accumulated |  |
| Sisecam Chemicals |  | NRP Trona |  | Other Comprehensive |  | Total Members'
| Wyoming LLC |  | LLC |  | (Loss) Income |  | Equity
Balance at January 1, 2022 | $ 152,809 |  | $ 146,817 |  | $ 5,969 |  | $ 305,595
Allocation of net income | 67,353 |  | 64,712 |  | — |  | 132,065
Capital distribution to members | (46,665) |  | (44,835) |  | — |  | (91,500)
Other comprehensive income | — |  | — |  | 31,644 |  | 31,644
Balance at December 31, 2022 | $ 173,497 |  | $ 166,694 |  | $ 37,613 |  | $ 377,804
Allocation of net income | 81,370 |  | 78,179 |  | — |  | 159,549
Capital distribution to members | (84,805) |  | (81,479) |  | — |  | (166,284)
Other comprehensive loss | — |  | — |  | (44,570) |  | (44,570)
Balance at December 31, 2023 | $ 170,062 |  | $ 163,394 |  | $ (6,957) |  | $ 326,499
Allocation of net income | 23,730 |  | 22,800 |  | — |  | 46,530
Capital distribution to members | (40,366) |  | (38,781) |  | — |  | (79,147)
Other comprehensive income | — |  | — |  | 2,963 |  | 2,963
Balance at December 31, 2024 | $ 153,426 |  | $ 147,413 |  | $ (3,994) |  | $ 296,845
See notes to financial statements.

7

SISECAM WYOMING LLC |  |  |  |  |
(A Majority Owned Subsidiary of Sisecam Chemicals Wyoming LLC) |  |  |  |  |
STATEMENTS OF CASH FLOWS |  |  |  |  |
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 |  |  |  |  |
(In thousands of dollars) |  |  |  |  |
| 2024 |  | 2023 |  | 2022
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |
Net income | $ 46,530 |  | $ 159,549 |  | $ 132,065
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |
Depreciation, depletion and amortization | 29,483 |  | 31,038 |  | 27,598
Loss on disposal of assets, net | 141 |  | 885 |  | 4,085
Other non-cash items | 477 |  | 316 |  | 690
(Increase) decrease in: |  |  |  |  |
Accounts receivable - affiliates | (5,884) |  | (1,247) |  | (4,407)
Accounts receivable, net | 29,490 |  | 20,318 |  | (53,958)
Inventory | (8,237) |  | 9,048 |  | (18,428)
Other current and non-current assets | 295 |  | (94) |  | (43)
Increase (decrease) in: |  |  |  |  |
Accounts payable | (6) |  | (9,006) |  | 15,203
Accrued expenses and other liabilities | (11,318) |  | (9,135) |  | 19,920
Due to affiliates | 148 |  | (1,179) |  | 3,933
Net cash provided by operating activities | 81,119 |  | 200,493 |  | 126,658
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |
Capital expenditures | (20,104) |  | (25,055) |  | (28,264)
Net cash used in investing activities | (20,104) |  | (25,055) |  | (28,264)
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |
Borrowings on revolving credit facility | 157,000 |  | 197,000 |  | 158,000
Repayments on revolving credit facility | (117,000) |  | (212,000) |  | (136,000)
Repayments on other long-term debt | (9,062) |  | (8,843) |  | (8,630)
Cash distribution to members | (79,147) |  | (166,284) |  | (91,500)
Net cash used in financing activities | (48,209) |  | (190,127) |  | (78,130)
NET CHANGE IN CASH AND CASH EQUIVALENTS | 12,806 |  | (14,689) |  | 20,264
CASH AND CASH EQUIVALENTS: |  |  |  |  |
Beginning of year | 6,476 |  | 21,165 |  | 901
End of year | $ 19,282 |  | $ 6,476 |  | $ 21,165
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |  |  |  |  |
Interest paid during the year | $ 7,580 |  | $ 6,115 |  | $ 5,113
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES: |  |  |  |  |
Capital expenditures on account | $ 2,498 |  | $ 2,240 |  | $ 2,772
See notes to financial statements.

8

SISECAM WYOMING LLC

(A Majority Owned Subsidiary of Sisecam Chemicals Wyoming LLC)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2024 AND 2023 AND FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Dollars in thousands)

| 1. | Organizational Structure

A 51% membership interest in Sisecam Wyoming LLC (the "Company," "we," "us," or "our,") is owned by Sisecam Chemicals Wyoming LLC (“SCW LLC"). NRP Trona LLC, a wholly owned subsidiary of Natural Resource Partners L.P. ("NRP") owns a 49% membership interest in the Company. SCW LLC is 100% owned by Sisecam Chemicals Resources LLC ("Sisecam Chemicals,") which is owned by Sisecam USA Inc. (“Sisecam USA”). In December 2024, Sisecam USA Inc. purchased Ciner Enterprises Inc.’s (“Ciner Enterprise”) then 40% ownership of Sisecam Chemicals and became the sole owner. Sisecam USA is a direct wholly-owned subsidiary of Türkiye Şişe ve Cam Fabrikalari A.Ş, a Turkish Corporation ("Şişecam Parent"), which is an approximately 51%-owned subsidiary of Turkiye Is Bankasi ("Isbank"). Şişecam Parent is a global company operating in soda ash, chromium chemicals, flat glass, auto glass, glassware glass packaging and glass fiber sectors. Şişecam Parent was founded over 88 years ago, is based in Turkey and is one of the largest industrial publicly-listed companies on the Istanbul exchange. With production facilities in several continents and in several countries, Sisecam Parent is one of the largest glass and chemicals producers in the world.

2. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

The Company is in the business of mining trona ore to produce soda ash. All of the Company soda ash is currently sold to various domestic and international customers. Sisecam Chemicals is the exclusive sales agent for the Company. Sisecam Chemicals has leveraged the distributor network established by Sisecam Parent while independently reviewing current and potential distribution partners to optimize the Company’s reach into each market.

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 - The Company’s revenues are recognized upon satisfaction of the Company’s performance obligations, that is, delivery and transfer of title to the product to the Company’s customers as discussed below. Additionally, the Company has made an accounting policy election to account for shipping and handling activities as fulfillment costs. The Company’s revenue is derived from the sale of soda ash, which is the Company’s sole product.

9

Performance Obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. At contract inception, the Company assesses the goods promised in contracts with customers and identifies distinct performance obligations for each promise to transfer goods. To identify the performance obligations, the Company considers all goods promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. From its analysis, the Company determined that the sale of soda ash is currently its only performance obligation. Many of the Company’s customer volume commitments are short-term and the Company’s performance obligations for the sale of soda ash are generally limited to an individual purchase order.

| • | When performance obligations are satisfied. Revenue is recognized at a point-in-time when control of goods transfers to the customer.

| • | Transfer of Goods. The Company uses standard shipping terms across each customer agreement with very few exceptions. Control transfer occurs at the point at which the customer has the ability to direct the use of and obtain substantially all remaining benefits from the asset. The time at which delivery and transfer of title, and therefore control, occurs ranges from the point when the product leaves the Company’s facilities to agreed upon delivery points. Agreed upon delivery points at which control of the product transfers includes points where product reaches the port of loading, a vessel, or other agreed location, thereby rendering the Company’s performance obligation fulfilled.

| • | Payment Terms. The Company’s payment terms vary by the type and location of the customers. The term between invoicing and when payment is due is not significant and consistent with typical terms in the industry.

| • | Variable Consideration. The Company recognizes revenue as the amount of consideration that it expects to receive in exchange for transferring promised goods to customers. The Company does not adjust the transaction price for the effects of a significant financing component, as the time period between control transfer of goods and expected payment is one year or less. At the time of sale, the Company estimates provisions for different forms of variable consideration (discounts, rebates, and pricing adjustments) based on historical experience, current conditions and contractual obligations, as applicable. The estimated transaction price is typically not subject to significant reversals. The Company adjusts these estimates when the most likely amount of consideration it expects to receive changes, although these changes are typically immaterial.

| • | Returns, Refunds and Warranties. In the normal course of business, the Company does not accept returns, nor does it typically provide customers with the right to a refund.

| • | Freight. In accordance with FASB Accounting Standard Codification, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), the Company made a policy election to treat freight and related costs that occur after control of the related good transfers to the customer as fulfillment activities instead of separate performance obligations. Therefore, freight is recognized as part of the cost of products sold at the point in which control of soda ash has transferred to the customer.

Revenue Disaggregation. In accordance with ASC 606-10-50, the Company disaggregates revenue from contracts with customers into geographical regions. The Company determined that disaggregating revenue into these categories achieved the disclosure objectives to depict how the nature, timing, amount and uncertainty of revenue and cash flows are affected by economic factors. Refer to Note 14, “Revenue” for revenue disaggregated into geographical regions.

10

Revenue Contract Balances. The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities).

| • | Contract Assets. At the point of transfer of control of product, the Company has an unconditional right to payment generally that is only dependent on the passage of time. In general, customers are billed and a receivable is recorded at the point in which transfer of control has taken place. These billed receivables are reported as “Accounts Receivable, net” on the Balance Sheets as of December 31, 2024 and December 31, 2023. There were no contract assets as of December 31, 2024 and December 31, 2023.

| • | Contract Liabilities. There may be situations where customers are required to prepay a portion of the transaction price. In such instances, a contract liability will be recorded. There were $100 and no contract liabilities as of December 31, 2024 and December 31, 2023, respectively.

Freight Costs - The Company includes freight costs billed to customers for shipments administered by the Company in gross sales. The related freight costs incurred by the Company are included in the cost of products sold.

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 interest bearing deposit accounts.

Accounts Receivable – The Company determines expected credit losses for recorded receivables based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.

Inventory - Inventory is carried at the lower of cost or net realizable value. Cost is determined using standard cost, which approximates the first-in, first-out basis for raw material and finished goods inventory and the weighted average cost method for stores inventory. Costs include raw materials, direct labor and manufacturing overhead. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

| • | Raw material inventory includes material, chemicals and natural resources being used in the mining and refining process.

| • | Finished goods inventory is the finished product soda ash.

| • | Stores inventory includes parts, materials and operating supplies which are typically consumed in the production of soda ash and currently available for future use. If the inventory has been purchased within the preceding twelve months, it is classified as current assets and remainder is classified as non-current assets.

Property, Plant, and Equipment - Property, plant, and 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 improvements |  | 10-30 years
Depletable land |  | 15 - 60 years
Buildings and building improvements |  | 10-30 years
Computer hardware |  | 3-5 years
Machinery and equipment |  | 5-20 years

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.

11

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 qualifying for hedge accounting 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. Upon reclassification into earnings, the cash flow hedge is also reflected in the statement of cash flows as a part of the changes in accrued derivatives fair value. For derivatives not designated as hedges, the gain or loss is reported in earnings in the period of change. When the Company has natural gas physical forward contracts, they are accounted for under the normal purchases and normal sales scope exception. See Note 15, "Fair Value Measurements," for additional information.

Income Tax - The Company is organized as a pass-through entity for federal income tax purposes and therefore is not subject to federal or certain state income taxes. As a result, the Company’s members are responsible for income taxes based on their respective share of taxable income. Net income for financial statement purposes may differ significantly from taxable income reportable to members as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the 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 asset retirement obligations in accordance with Accounting Standard Codification 410, Asset Retirement and Environmental Obligations.

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. These estimates are inflated based on the assumed timing of the obligation payments and discounted using the Company’s credit adjusted discount rate at the time. The Company reviews the assumptions and estimates of these costs periodically or if it becomes aware of material changes to these obligations. 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.

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

The Company measures certain financial and non-financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Fair value disclosures are reflected in a three-level hierarchy, maximizing the use of observable inputs and minimizing the use of unobservable inputs.

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.

Financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, derivative financial instruments and long-term debt. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value because of the nature of such instruments. The Company’s long-term debt and derivative financial instruments are measured at their fair values with Level 2 inputs based on quoted market values for similar but not identical financial instruments.

Subsequent Events - The Company has evaluated all subsequent events through February 28, 2025, the date the financial statements were available to be issued. See Note 16, "Subsequent Events," for additional information.

Recently Issued and Adopted Accounting Standards –

In November 2024, the FASB issued Accounting Standard Updates (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), to require tabular disclosures disaggregating certain types of expense presented on the income statement within continuing operations, as well as disclosures about selling expenses. This standard is effective for annual reporting beginning after December 15, 2026 and interim reporting beginning after December 15, 2027. The Company is currently evaluating ASU 2024-03 and the impact to the Company’s financial statements.

12

3. ACCOUNTS RECEIVABLE, NET

Trade receivables, net and other receivables balances at January 1, 2023 were $162,957 and $7,886, respectively. Accounts receivable, net consisted of the following at December 31:

|  | 2024 |  | 2023
Trade receivables, net |  | $ 113,617 |  | $ 141,898
Other receivables |  | 7,418 |  | 8,628
Total |  | $ 121,035 |  | $ 150,526

4. INVENTORY

Inventory consisted of the following at December 31:

|  | 2024 |  | 2023
Raw materials |  | $ 13,092 |  | $ 13,262
Finished goods |  | 14,134 |  | 12,651
Stores inventory, current |  | 15,995 |  | 11,625
Total |  | $ 43,221 |  | $ 37,538

5. PROPERTY, PLANT, AND EQUIPMENT, NET

Property, plant, and equipment, net consisted of the following at December 31:

|  | 2024 |  | 2023
Land and land improvements |  | $ 192 |  | $ 192
Depletable land |  | 4,031 |  | 4,031
Buildings and building improvements |  | 171,070 |  | 169,036
Computer hardware |  | 3,233 |  | 2,737
Machinery and equipment |  | 761,811 |  | 748,702
Total |  | 940,337 |  | 924,698
Less accumulated depreciation, depletion and amortization |  | (727,661) |  | (703,479)
Total net book value |  | 212,676 |  | 221,219
Construction in progress |  | 33,378 |  | 34,577
Property, plant, and equipment, net |  | $ 246,054 |  | $ 255,796

Depreciation, depletion and amortization expense on property, plant, and equipment was $28,132, $29,811, and $26,414 for the years ended December 31, 2024, 2023 and 2022, respectively.

13

6. OTHER NON-CURRENT ASSETS

Other non-current assets consisted of the following at December 31:

| 2024 |  | 2023
Stores inventory, non-current | $ 25,061 |  | $ 22,318
Internal-use software, net of accumulated amortization | 5,446 |  | 4,817
Other | 910 |  | 1,200
Total | $ 31,417 |  | $ 28,335

During the years ended December 31, 2024, 2023 and 2022, in accordance with ASC 350-40, Internal Use Software, the Company capitalized $1,633, $22, and $38, respectively, of certain internal use software development costs. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and infrastructure development stage, and (iii) the post-implementation stage. Costs incurred in the planning and post-implementation stages of software development, or other maintenance and development expenses that do not meet the qualification for capitalization are expensed as incurred. Costs incurred in the application and infrastructure development stage, including significant enhancements and upgrades, are capitalized. These software development costs are amortized on a straight-line basis over the estimated useful life of five to ten years under depreciation and amortization expense which is included in the cost of products sold financial statement line item of the statements of operations and comprehensive income. During the years ended December 31, 2024, 2023 and 2022, the Company amortized internal use software development costs of $1,004, $873, and $862, respectively. At December 31, 2024 and 2023 internal-use software gross cost was $10,173 and $8,540, respectively and accumulated amortization was $4,727 and $3,723, respectively. Amortization for these current internal use software development costs in future years are expected to be $1,043 in 2025, $968 in 2026, $909 in 2027, $907 in 2028 and $839 in total thereafter.

7. ACCRUED EXPENSES

Accrued expenses consisted of the following at December 31:

|  | 2024 |  | 2023
Accrued capital expenditures |  | $ 2,218 |  | $ 1,593
Accrued employee compensation & benefits |  | 10,150 |  | 10,749
Accrued energy costs |  | 5,267 |  | 7,073
Accrued royalty costs |  | 2,242 |  | 7,424
Accrued other taxes |  | 4,277 |  | 5,195
Accrued derivatives fair value |  | 3,962 |  | 7,541
Received not invoiced accruals |  | 3,636 |  | 7,640
Other accruals |  | 4,960 |  | 3,195
Total |  | $ 36,712 |  | $ 50,410

14

8. DEBT

Long-term debt consisted of the following at December 31:

|  | 2024 |  | 2023
Sisecam Wyoming Equipment Financing Arrangement Security Note Number 001 with maturity date of March 26, 2028, fixed interest rate of 2.479% |  | $ 15,125 |  | $ 18,358
Sisecam Wyoming Equipment Financing Arrangement Security Note Number 002 with maturity date of December 17, 2026, fixed interest rate of 2.4207% |  | 12,022 |  | 17,819
Sisecam Wyoming Credit Facility, secured principal expiring on October 28, 2026, variable interest rate as a weighted average rate of 6.20% at December 31, 2024 |  | 117,000 |  | 77,000
Total debt |  | 144,147 |  | 113,177
Less current portion of long-term debt |  | 9,259 |  | 9,030
Total long-term debt |  | $ 134,888 |  | $ 104,147

Aggregate maturities required on long-term debt at December 31, 2024 are due in future years as follows:

2025 | $ 9,285
2026 | 126,514
2027 | 3,517
2028 | 4,893
Total | $ 144,209

Sisecam Wyoming Equipment Financing Arrangement

Master Loan and Security Agreement:

| ● | Sisecam Wyoming LLC entered into an equipment financing arrangement (“Sisecam Wyoming Equipment Financing Arrangement”) with Banc of America Leasing & Capital, LLC on March 26, 2020. This arrangement was structured through a master loan and security agreement alongside an equipment security note (“Note Number 001”), aimed at financing equipment for a natural gas-fired turbine co-generation facility. The agreement encompasses various equipment notes under a master framework, granting the lender a security interest in the equipment. The key terms of the initial secured note include an execution date of March 25, 2020, with an initial principal amount of $30,000 and a maturity date of March 26, 2028. Repayment is structured over 96 monthly installments starting on April 26, 2020, with the first 95 installments approximately $307 each, followed by a final installment of $4,307. Prepayment is permitted after one year, although additional charges apply depending on the prepayment date and the outstanding principal.

| ● | Subsequently, a second secured note (“Note Number 002”) was executed on December 17, 2021, with an initial principal amount of $29,000 and a maturity date of December 17, 2026. Repayment terms involve 60 monthly installments of approximately $514 each, beginning January 17, 2022. Prepayment terms are similar to Note Number 001, requiring the simultaneous payoff of both notes upon early repayment.

| ● | In terms of amendments and covenants, on October 28, 2021, certain covenants were revised to align with the Sisecam Wyoming Credit Facility, particularly concerning financial metrics and ratios. Furthermore, an amendment on December 17, 2021, stipulated that Note Number 001 must be paid off simultaneously if Note Number 002 is prepaid. The financing arrangement also involves a continuing security interest in the equipment and related collateral granted to the lender. As of December 31, 2024, the outstanding balance was $15,187, or $15,125 net of financing costs, with an effective interest rate of 2.718%. The company was in compliance with all applicable covenants as of that date. Events of default under this arrangement include customary triggers such as payment defaults, significant mergers or control changes, cross defaults on certain indebtedness, and insolvency proceedings, with remedies that may include acceleration of debt maturity and asset possession.

15

Sisecam Wyoming Credit Facility

On October 28, 2021, the Company entered into a new $225,000 senior secured revolving credit facility (the “Sisecam Wyoming Credit Facility”) with each of the lenders listed on the respective signature pages thereof and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer. The Sisecam Wyoming Credit Facility matures on October 28, 2026.

The Sisecam Wyoming Credit Facility provides, among other things:

| • | a sublimit up to $40,000 for the issuance of standby letters of credit and a sublimit up to $20,000 for swingline loans;

| • | an accordion feature that enables the Company to increase the revolving borrowings under the Sisecam Wyoming Credit Facility by up to an additional $250,000 (subject to certain conditions);

| • | in addition to the aforementioned revolving borrowings, an ability to incur up to $225,000 of additional term loan facility indebtedness to finance the Company’s capacity expansion capital expenditures; (subject to certain conditions);

| • | a pledge by the Company of substantially all of the Company’s assets (subject to certain exceptions), including: (i) all present and future shares of any subsidiaries of the Company (whether now existing or hereafter created) and (ii) all personal property of the Company (subject to certain conditions);

| • | contains various covenants and restrictive provisions that limit (subject to certain exceptions) the Company’s ability to: (i) incur certain liens or permit them to exist; (ii) incur or guarantee additional indebtedness; (iii) make certain investments and acquisitions related to the Company's operations in Wyoming); (iv) merge or consolidate with another company; (v) transfer, sell or otherwise dispose of assets, (vi) make distributions; (vii) change the nature of the Company’s business; and (viii) enter into certain transactions with affiliates;

| • | a requirement to maintain a quarterly consolidated leverage ratio of not more than 3.25:1:00; provided, however, subject to certain conditions, the Company shall have the ability to increase the maximum consolidated leverage ratio to 3.75:1.00 for a year while the Company is undertaking capacity expansion capital expenditures;

| • | a requirement to maintain a quarterly consolidated interest coverage ratio of not less than 3.00:1.00; and

| • | customary events of default including (i) failure to make payments required under the Sisecam Wyoming Credit Facility, (ii) events of default resulting from failure to comply with covenants and financial ratios, (iii) the occurrence of a voluntary change of control, as a result of which the Company is directly or indirectly controlled by persons or entities not currently directly or indirectly controlling the Company, (iv) the institution of insolvency or similar proceedings against the Company, and (v) the occurrence of a cross default under any other material indebtedness the Company may have. Upon the occurrence of an event of default, in their discretion, the Sisecam Wyoming Credit Facility lenders may exercise certain remedies, including, among others, accelerating the maturity of any outstanding loans, accrued and unpaid interest and all other amounts owing and payable such that all amounts thereunder will become immediately due and payable, and if not timely paid upon such acceleration, to charge the Company a default rate of interest on all amounts outstanding under the Sisecam Wyoming Credit Facility. However, upon the occurrence of an involuntary change of control of the Company, and after the passage of time as specified in the Sisecam Wyoming Credit Facility, the Company’s debt thereunder would be accelerated.

16

In addition, loans under the Sisecam Wyoming Credit Facility (other than any swingline loans) will bear interest at the highest of (a) the federal funds rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, (c) Term Secured Overnight Financing Rate (“SOFR”) plus 1.10%, or (d) 1.00%.

The unused portion of the Sisecam Wyoming Credit Facility is subject to a per annum commitment fee and the applicable margin of the interest rate under the Sisecam Wyoming Credit Facility will be determined as follows:

Pricing Tier | Leverage Ratio | Incremental applicable interest margin | Commitment Fee
1 | < 1.25:1.0 | 0.50 % | 0.23 %
2 | ≥ 1.25:1.0 but < 1.75:1.0 | 0.75 % | 0.25 %
3 | ≥ 1.75:1.0 but < 2.25:1.0 | 1.00 % | 0.28 %
4 | ≥ 2.25:1.0 but < 3.00:1.0 | 1.25 % | 0.30 %
5 | ≥ 3.00:1.0 but < 3.50:1.0 | 1.50 % | 0.33 %
6 | ≥ 3.50:1.0 | 1.75 % | 0.35 %

The Sisecam Wyoming Credit Facility requires the Company to maintain a quarterly consolidated leverage ratio of not more than 3.25:1:00; provided, however, subject to certain conditions, the Company shall have the ability to increase the maximum consolidated leverage ratio to 3.75:1.00 for a year while the Company is undertaking capacity expansion capital expenditures. The Sisecam Wyoming Credit Facility permits the consolidated interest coverage ratio as of the end of any fiscal quarter of the Company to be less than 3.00:1.00.

The carrying value of the Sisecam Wyoming Credit Facility approximates the fair value as the rate is variable and its key terms are similar to indebtedness with similar amounts, durations and credit risks. The fair value of the Sisecam Wyoming Equipment Financing Arrangement was $26,088 versus a carrying value of $27,147 at December 31, 2024. The fair value of the Sisecam Wyoming Equipment Financing Arrangement was $34,662 versus a carrying value of $36,177 at December 31, 2023.

Management is not aware of any current circumstances that have occurred and are likely to occur that would result in an event of default under the Sisecam Wyoming Credit Facility or Sisecam Wyoming Equipment Financing Arrangement at December 31, 2024 or in the next twelve months.

17

9. OTHER NON-CURRENT LIABILITIES

Other non-current liabilities consisted of the following at December 31:

| 2024 |  | 2023
Asset retirement obligations | $ 9,396 |  | $ 8,901
Derivative instruments and hedges, fair value and other liabilities | 292 |  | 17
Accrued non-income tax related taxes | 5,852 |  | 6,468
Total | $ 15,540 |  | $ 15,386

Details of the asset retirement obligations reserve shown above are as follows:

| Total
Asset retirement obligations reserve at January 1, 2022 | $ 7,993
Accretion expense | 441
Asset retirement obligations reserve at December 31, 2022 | 8,434
Accretion expense | 467
Asset retirement obligations reserve at December 31, 2023 | 8,901
Accretion expense | 495
Asset retirement obligations reserve at December 31, 2024 | $ 9,396

At December 31, 2024 and 2023 the undiscounted asset retirement obligations were approximately $51,136 and $44,745, respectively.

The asset retirement obligations for the company relate to two primary areas: the refinery and tailing ponds, and a rail yard. For the refinery and tailing ponds, the obligation was initially calculated in 1996 based on an 80-year mine life and estimated future restoration costs, using a discount rate of approximately 6%. The obligation for the rail yard involves restoring the land to its natural state after a 30-year lease, with the liability discounted at a 4% rate. In both cases, the liabilities are gradually increased over the assets' estimated useful lives to cover the total restoration costs, with corresponding charges recorded as part of the cost of products sold.

18

10. EMPLOYEE BENEFIT PLANS

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

Retirement Plans - Benefits provided under the retirement plans for salaried employees and hourly employees (the “Retirement Plans”) are based upon years of service and average compensation for the highest 60 consecutive months of the employee’s last 120 months of service, as defined. The Retirement Plans cover substantially all full-time employees hired before May 1, 2001. Sisecam Chemicals’ Retirement Plans had a net liability balance of $1,292 and $20,951 at December 31, 2024 and December 31, 2023, respectively. Sisecam Chemicals’ current funding policy is to contribute an amount within the range of the minimum required and the maximum tax-deductible contribution. The Company’s allocated portion of the Retirement Plans’ net periodic pension cost (benefit) for the years ended December 31, 2024, 2023 and 2022 was $(2,165), $478 and $(3,705), respectively.

Savings Plan - The 401(k) retirement plan (the “401(k) Plan”) covers all eligible hourly and salaried employees. Eligibility is limited to all domestic residents and any foreign expatriates who are in the United States indefinitely. The 401(k) Plan permits employees to contribute specified percentages of their compensation, while the Company makes contributions based upon specified percentages of employee contributions. Participants hired on or subsequent to May 1, 2001, will receive an additional contribution from the Company based on a percentage of the participant’s base pay. The Company’s contributions made to the 401(k) Plan for the years ended December 31, 2024, 2023, and 2022 were $4,034, $3,999, and $3,604, respectively.

Postretirement Benefits - Most of the Company’s employees hired before January 2, 2017 are eligible for postretirement benefits other than pensions if they reach age 58 while still employed with at least 10 years of service.

The postretirement benefits are accounted for by Sisecam Chemicals on an accrual basis over an employee’s period of service. The postretirement plan, excluding pensions, is not funded, and Sisecam Chemicals has the right to modify or terminate the plan. The post-retirement plan had a net unfunded liability of $5,774 and $6,783 on December 31, 2024 and December 31, 2023, respectively.

The Company’s allocated portion of postretirement cost for the years ended December 31, 2024, 2023, and 2022, was $395, $437, and $713, respectively.

19

11. ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME

Accumulated other comprehensive (loss)/income as of December 31, 2024, 2023, and 2022 consisted of the following:

|  | Interest Rate Swap Contracts |  | Financial Gas Swap Contracts |  | Total
BALANCE at January 1, 2022 |  | $ (366) |  | $ 6,335 |  | $ 5,969
Other comprehensive income before reclassification |  | 1,249 |  | 44,215 |  | 45,464
Amounts reclassified from accumulated other comprehensive income/(loss) |  | 262 |  | (14,082) |  | (13,820)
Net current-period other comprehensive income |  | 1,511 |  | 30,133 |  | 31,644
BALANCE at December 31, 2022 |  | $ 1,145 |  | $ 36,468 |  | $ 37,613
Other comprehensive income/(loss) before reclassification |  | 112 |  | (8,155) |  | (8,043)
Amounts reclassified from accumulated other comprehensive loss |  | (942) |  | (35,585) |  | (36,527)
Net current-period other comprehensive (loss) |  | (830) |  | (43,740) |  | (44,570)
BALANCE at December 31, 2023 |  | $ 315 |  | $ (7,272) |  | $ (6,957)
Other comprehensive income/(loss) before reclassification |  | 47 |  | (9,383) |  | (9,336)
Amounts reclassified from accumulated other comprehensive (loss)/income |  | (362) |  | 12,661 |  | 12,299
Net current-period other comprehensive (loss)/income |  | (315) |  | 3,278 |  | 2,963
BALANCE at December 31, 2024 |  | $ — |  | $ (3,994) |  | $ (3,994)

The components of other comprehensive income/(loss), that have been reclassified out of accumulated other comprehensive income/loss consisted of the following:

|  | 2024 |  | 2023 |  | 2022 |  | Affected Line Items on the Statements of Operations and Comprehensive Income
Details about other comprehensive income/(loss) components: |  |  |  |  |  |  |  |
Gains/(losses) on cash flow hedges: |  |  |  |  |  |  |  |
Interest rate swap contracts |  | $ (362) |  | $ (942) |  | $ 262 |  | Interest expense
Financial gas swap contracts |  | 12,661 |  | (35,585) |  | (14,082) |  | Cost of products sold
Total reclassifications for the period |  | $ 12,299 |  | $ (36,527) |  | $ (13,820) |  |

20

12. COMMITMENTS AND CONTINGENCIES

Lease and License Commitments

The Company leases and licenses mineral rights from the U.S. Bureau of Land Management, the state of Wyoming, Sweetwater Royalties, LLC, a subsidiary of Sweetwater Trona OpCo LLC and the successor in interest to the license to the Rock Springs Royalty Company, LLC (“RSRC”), an affiliate of Occidental Petroleum Corporation (formerly an affiliate of Anadarko Petroleum Corporation), and other private parties which provide for royalties based upon production volume. The Company has a perpetual right of first refusal with respect to these leases and license and intends to continue renewing the leases and license as has been its practice.

The Company assists the majority of its domestic customers in arranging their freight services. Sisecam Chemicals enters into contracts with one railroad company for the majority of the domestic rail freight services that the Company receives and the related freight and logistics costs are allocated to the Company. For the years ended December 31, 2024 and 2023, the Company shipped over 90% of its soda ash to customers initially via a single rail line owned and controlled by the railroad company. If Sisecam Chemicals does not ship at least a significant portion of its soda ash production on the railroad company’s rail line during a twelve-month period, it must pay the railroad company a shortfall payment under the terms of the Company’s transportation agreement. During the years ended December 31, 2024 and 2023, Sisecam Chemicals incurred no shortfall payments and does not expect to make any such payments in the future. Sisecam Chemicals current agreement with the railroad company expires on December 31, 2025 upon which Sisecam Chemicals expects it will extend or enter into a new agreement.

As of December 31, 2024, the total minimum contractual rental commitments under the Company’s various operating leases, including renewal periods is approximately $1,275 with the amount due in any of the next five years being immaterial.

Sisecam Chemicals typically enters into operating lease contracts with various lessors for rail cars to transport product to customer locations and warehouses. Rail car leases under these contractual commitments range for periods from one to ten years. Sisecam Chemicals’ obligation related to these rail car leases are $15,292 in 2025, $14,062 in 2026, $10,820 in 2027, $6,302 in 2028 and $2,312 thereafter. Total lease expense allocated to the Company from Sisecam Chemicals was approximately $16,202, $17,113, and $10,996 for the years ended December 31, 2024, 2023 and 2022, respectively and is recorded in cost of products sold.

Purchase Commitments – The Company has financial gas swap contracts to mitigate volatility in the price of natural gas. As of December 31, 2024, these contracts' aggregate notional value totaled approximately $39,421 for the purchase of a portion of the Company’s natural gas requirements for the following year. The Company has a separate contract through 2031 for the transportation of natural gas with an average minimum annual cost of approximately $1,500 per year.

Legal and Environmental Matters- From time to time the Company is party to various claims and legal proceedings related to its business. Although the outcome of these proceedings cannot be predicted with certainty, management does not currently expect any such legal proceedings the Company may be involved in from time to time to have a material effect on its business, financial condition and results of operations. The Company cannot predict the nature of any future claims or proceedings, nor the ultimate size or outcome of any such claims and legal proceedings and whether any damages resulting from them will be covered by insurance.

Mine Permit Bonding Commitment – The Company’s operations are subject to oversight by the Land Quality Division of Wyoming Department of Environmental Quality (“WDEQ”). The Company’s principal mine permit issued by the Land Quality Division, requires the Company to provide financial assurances for its reclamation obligations for the estimated future cost to reclaim the area of its processing facility, surface pond complex and on-site sanitary landfill. The Company provides such assurances through a third-party surety bond (the “Surety Bond”). The Surety Bond amount was $45,955 and $41,814 on December 31, 2024 and 2023, respectively.

21

13. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

Agreements and transactions with affiliates have a significant impact on the Company’s financial statements because prior to December 2024, the Company was a subsidiary and investee within two different global group structures. After December 2024, as a result of Sisecam USA buy out of Ciner Enterprises’ ownership of Sisecam Chemicals, the Company is no longer a part of Ciner Enterprises and its related global group structure. Agreements directly between the Company and other affiliates, or indirectly between affiliates that the Company does not control, can have a significant impact on recorded amounts or disclosures in the Company's financial statements, including any commitments and contingencies between the Company and affiliates, or potentially, third parties.

Sales-affiliates are sales that aligned with the Company’s foreign market penetration and logistics cost strategies. Cost of goods sold-affiliates primarily consists of logistic services.

Selling, general and administrative expenses also include amounts charged to the Company by its affiliates principally consisting of salaries, benefits, office supplies, professional fees, travel, rent and other costs of certain assets used by the Company. Sisecam Chemicals provides the Company with certain corporate, selling, marketing and general and administrative services, in return for which the Company has agreed to pay Sisecam Chemicals an annual management fee and reimburse Sisecam Chemicals for certain third-party costs incurred in connection with providing such services. In addition, under the limited liability company agreement governing the Company, it reimburses Sisecam Chemicals for employees who operate Sisecam Chemical’s assets and for support provided to the Company.

These transactions with affiliates do not necessarily represent arm's length transactions and may not represent all costs if the Company operated on a standalone basis.

The total selling, general and administrative costs charged to the Company by affiliates for the years ended December 31, 2024, 2023 and 2022 were as follows:

| 2024 |  | 2023 |  | 2022
Sisecam Chemicals | $ 20,387 |  | $ 20,753 |  | $ 19,016
Other | — |  | — |  | 245
Total selling, general and administrative expenses - affiliates | $ 20,387 |  | $ 20,753 |  | $ 19,261

As of December 31, 2024 and 2023, the Company had due from/to with affiliates as follows:

| 2024 |  | 2023
| Accounts receivable - affiliates |  | Due to affiliates |  | Accounts receivable - affiliates |  | Due to affiliates
Sisecam Chemicals(1) | $ 61,055 |  | $ 3,856 |  | $ 53,759 |  | $ 2,881
Other | — |  | 1,175 |  | 1,412 |  | 2,001
Total | $ 61,055 |  | $ 5,031 |  | $ 55,171 |  | $ 4,882

(1)Accounts receivable from Sisecam Chemicals is primarily related to the timing of funding for the pension and postretirement plans offered and administered by Sisecam Chemicals.

22

14. REVENUE

The Company’s operations are similar in geography, nature of products, and type of customers. The Company earns substantially all of its revenue through the sale of soda ash mined at a single location.

The net sales by geographic area for the years ended December 31, 2024, 2023 and 2022 were as follows:

|  | 2024 |  | 2023 |  | 2022
Domestic |  | $ 265,285 |  | $ 345,647 |  | $ 304,994
International |  | 312,821 |  | 427,943 |  | 415,126
Total net sales |  | $ 578,106 |  | $ 773,590 |  | $ 720,120

The Company had one customer for the year ended December 31, 2024, that individually represented over 10% of net sales and no customers for the year ended December 31, 2023, that individually represented over 10% of net sales. Revenue from this customer was $72,164 for the year ended December 31,2024. The Company had two customers on December 31, 2024 whose outstanding balance individually represented over 10% of accounts receivable with a balance of $36,728 and two customers whose outstanding balance individually represented over 10% of accounts receivable with combined accounts receivable balance of $39,788 at December 31, 2023.

23

15. FAIR VALUE MEASUREMENTS

Financial instruments consist primarily of cash, accounts receivable, accounts payable, accrued expenses, derivative financial instruments and long-term debt. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximate their fair values because of the nature of such instruments. Our long-term debt and derivative financial instruments are measured at their fair value based on quoted market values for similar but not identical financial instruments.

Derivative Financial Instruments

The Company, from time to time, may enter into interest rate swap contracts designated as cash flow hedges to mitigate its exposure to potential interest rate increase. As of December 31, 2024, the Company did not have any outstanding interest rate swap contracts. As of December 31, 2023, the Company had one interest rate swap with a notional value of $12,500, which matured in 2024.

The Company periodically enters into financial gas swap contracts, designated as cash flow hedges, to mitigate volatility in the price of natural gas related to a portion of the natural gas that the Company consumes in its operations. These contracts generally have various maturities through 2026. These contracts had an aggregate notional value of $39,421 and $22,778 on December 31, 2024 and December 31, 2023, respectively.

The following table presents the fair value of derivative assets and liabilities and the respective balance sheet locations as of:

| Assets |  | Liabilities
| December 31, 2024 |  | December 31, 2023 |  | December 31, 2024 |  | December 31, 2023
(in thousands) | Balance Sheet Location |  | Fair Value |  | Balance Sheet Location |  | Fair Value |  | Balance Sheet Location |  | Fair Value |  | Balance Sheet Location |  | Fair Value
Derivatives designated as hedges: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest rate swap contracts - current | Other current assets |  | $ — |  | Other current assets |  | $ 315 |  | Accrued Expenses |  | $ — |  | Accrued Expenses |  | $ —
Financial gas swap contracts - current | Other current assets |  | 123 |  | Other current assets |  | 269 |  | Accrued Expenses |  | 3,962 |  | Accrued Expenses |  | 7,541
Interest rate swap contracts - non-current | Other non-current assets |  | — |  | Other non-current assets |  | — |  | Other non-current liabilities |  | — |  | Other non-current liabilities |  | —
Financial gas swap contracts - non-current | Other non-current assets |  | 83 |  | Other Non-current assets |  | — |  | Other non-current liabilities |  | 238 |  | Other non-current liabilities |  | —
Total derivatives designated as hedging instruments |  |  | $ 206 |  |  |  | $ 584 |  |  |  | $ 4,200 |  |  |  | $ 7,541

24

16. SUBSEQUENT EVENTS

Cash Distribution

On February 4, 2025, the members of the board of managers of Sisecam Wyoming LLC, approved a cash distribution to the members of Sisecam Wyoming LLC in the aggregate amount of $6,000. This distribution was paid in February 2025.

******

25