UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Mark One
☒
☐
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2020
OR
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _____ to _____.
Commission file number 000-50056
MARTIN MIDSTREAM PARTNERS L.P.
(Exact name of registrant as specified in its charter)
Delaware
State or other jurisdiction of incorporation or organization
05-0527861
(I.R.S. Employer Identification No.)
4200 Stone Road Kilgore, Texas 75662
(Address of principal executive offices) (Zip Code)
903-983-6200
(Registrant’s telephone number, including area code)
_______________________
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
Common Units representing limited partnership interests
Trading Symbol(s)
MMLP
Name of each exchange on which registered
The NASDAQ Global Select Market
mmlp
Securities Registered Pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large
accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Non-accelerated filer ☒
Emerging growth company ☐
Accelerated filer ☐
Smaller reporting company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes ☐ No ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of June 30, 2020, 38,852,507 common units were outstanding. The aggregate market value of the common units held by non-affiliates of the registrant as of such date
approximated $37,935,739 based on the closing sale price on that date. There were 38,893,342 of the registrant’s common units outstanding as of March 3, 2021.
DOCUMENTS INCORPORATED BY REFERENCE: None.
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Our Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
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Item 1.
Business
PART I
References in this annual report to "we," "ours," "us" or like terms when used in a historical context refer to the assets and operations of Martin Resource
Management Corporation's business contributed to us in connection with our initial public offering on November 6, 2002. References in this annual report to
"Martin Resource Management Corporation" refer to Martin Resource Management Corporation and its subsidiaries, unless the context otherwise requires.
References in this annual report to the "Partnership" refer to Martin Midstream Partners L.P. and its subsidiaries, unless the content otherwise requires. You should
read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the notes thereto
included elsewhere in this annual report. For more detailed information regarding the basis for presentation for the following information, you should read the
notes to the consolidated financial statements included elsewhere in this annual report.
Forward-Looking Statements
This annual report on Form 10-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Statements included in this annual report that
are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions or
forecasts related thereto), are forward-looking statements. These statements can be identified by the use of forward-looking terminology including "forecast,"
"may," "believe," "will," "expect," "anticipate," "estimate," "continue" or other similar words. These statements discuss future expectations, contain projections of
results of operations or of financial condition or state other "forward-looking" information. We and our representatives may from time to time make other oral or
written statements that are also forward-looking statements.
These forward-looking statements are made based upon management's current plans, expectations, estimates, assumptions and beliefs concerning future
events impacting us and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual
results could differ materially from those expressed or implied in the forward-looking statements.
Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these
forward-looking statements for a number of important reasons, including those discussed below in "Item 1A. Risk Factors - Risks Related to our Business."
Overview
We are a publicly traded limited partnership with a diverse set of operations focused primarily in the United States ("U.S.") Gulf Coast region. Our four
primary business lines include:
•
•
•
•
Terminalling, processing, storage and packaging services for petroleum products and by-products, including the refining of naphthenic crude oil;
Land and marine transportation services for petroleum products and by-products, chemicals, and specialty products;
Sulfur and sulfur-based products processing, manufacturing, marketing, and distribution; and
Natural gas liquids ("NGL") marketing, distribution, and transportation services.
Our vertically integrated services have created longstanding relationships with a diversified customer base that includes major and independent oil and gas
companies, independent refiners, chemical companies, and other wholesale purchasers of certain petroleum products and by-products, with significant business
concentrated around the U.S. Gulf Coast refinery complex, which is a major hub for petroleum refining, natural gas gathering and processing, and support services
for the exploration and production industry. The petroleum products and by-products we gather, transport, store and market are produced primarily by major and
independent oil and gas companies who often rely on third parties, such as us, for the transportation and disposition of these products.
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We believe that we have become an integral part of the value chain for our customers by providing them with high value, niche services. We generate a
significant amount of our revenues from fee-based businesses with a significant amount of the working capital demands and margin risk associated with the
collective services that we and our sponsor, Martin Resource Management Corporation, provide to customers mainly assumed under contracts between such
customers and Martin Resource Management Corporation. Our fixed fee and margin business provides a combination of long-term, spot and evergreen contracts.
We were formed in 2002 by Martin Resource Management Corporation, a privately-held company whose initial predecessor was incorporated in 1951 as a
supplier of products and services to drilling rig contractors. Since then, Martin Resource Management Corporation has expanded its operations through acquisitions
and internal expansion initiatives as its management identified and capitalized on the needs of producers and purchasers of petroleum products and by-products and
other bulk liquids. Martin Resource Management Corporation is an important supplier and customer of ours. As of December 31, 2020, Martin Resource
Management Corporation owned 15.7% of our total outstanding common limited partner units. Furthermore, Martin Resource Management Corporation controls
Martin Midstream GP LLC ("MMGP"), our general partner, by virtue of its 51% voting interest in MMGP Holdings, LLC ("Holdings"), the sole member of
MMGP. MMGP owns a 2.0% general partner interest in us and all of our incentive distribution rights. Martin Resource Management Corporation directs our
business operations through its ownership interests in and control of our general partner.
We entered into an omnibus agreement dated November 1, 2002, with Martin Resource Management Corporation (the "Omnibus Agreement") that governs,
among other things, potential competition and indemnification obligations among the parties to the agreement, related party transactions, the provision to us of
general administration and support services by Martin Resource Management Corporation and our use of certain of Martin Resource Management Corporation’s
trade names and trademarks. Under the terms of the Omnibus Agreement, the employees of Martin Resource Management Corporation are responsible for
conducting our business and operating our assets.
Martin Resource Management Corporation has operated our business since its inception in 2002. Martin Resource Management Corporation began operating
our NGL business in the 1950s and our sulfur business in the 1960s. It began our land transportation business in the early 1980s and our marine transportation
business in the late 1980s. It entered into our fertilizer and terminalling and storage businesses in the early 1990s.
Primary Business Segments
Our primary business segments can be generally described as follows:
•
•
Terminalling and Storage. We own or operate 17 marine shore-based terminal facilities and 13 specialty terminal facilities located primarily in the
U.S. Gulf Coast region with aggregate storage capacity of 2.6 million barrels. We provide storage, refining, blending, packaging, and handling
services for producers and suppliers of petroleum products and by-products, including the refining of naphthenic crude oil and the blending and
packaging of various grades and quantities of industrial, commercial, and automotive lubricants and greases. Our facilities and resources provide us
with the ability to handle various products that require specialized treatment, such as molten sulfur and asphalt. We also provide land rental to oil and
gas companies along with storage and handling services for lubricants and fuels through our shore-based terminals. We provide these terminalling
and storage services on a fixed-fee basis and a significant portion of the contracts in this segment provide for minimum fee arrangements that are not
based on the volumes handled. We believe that our terminalling, processing, storage and packaging services for petroleum products and by-products
would be difficult for our customers or competitors to replicate.
Transportation. We operate a fleet of both land transportation and marine transportation assets that transport petroleum products and by-products,
petrochemicals, and chemicals. Our land transportation assets include approximately 560 trucks and 1,150 tank trailers which are based across 23
terminals strategically located throughout the U.S. Gulf Coast and southeastern United States. Our marine transportation assets include 31 inland
marine tank barges, 14 inland push boats and one articulated offshore tug and barge unit that operate coastwise along the Gulf of Mexico and east
coast and on the U.S. inland waterway system, primarily between domestic ports along the Gulf of Mexico, the Intracoastal Waterway, the
Mississippi River system and the Tennessee-Tombigbee Waterway system. Our "refinery and petrochemical services" model is focused on
transportation of heavy tank bottoms (by-products) and other petroleum products, hauling liquefied petroleum gas ("LPG"), molten sulfur, sulfuric
acid, paper mill liquids, chemicals, dry bulk and numerous other bulk liquid commodities from refineries and petrochemical production locations to
end markets. We provide these transportation services on a fee basis, and many of our customers have long standing contractual relationships
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•
•
with us. We believe our modernized asset base is attractive both to our existing customers as well as potential new customers. In addition, our fleet
contains several vessels that reflect our focus on specialty products.
Sulfur Services. We own 21 railcars and lease 27 railcars equipped to transport molten sulfur and we lease 131 railcars to transport our fertilizer
products. We have developed an integrated system of transportation assets and facilities relating to sulfur services. We process and distribute sulfur
produced by oil refineries primarily located in the U.S. Gulf Coast region. We purchase and sell molten sulfur on contracts that are tied to sulfur
indices to minimize margin fluctuations. We process molten sulfur into prilled or pelletized sulfur at our facilities in Beaumont, Texas and Port of
Stockton, California on contracts that traditionally provide guaranteed minimum fees. The sulfur we process and handle is primarily used in the
production of fertilizers and industrial chemicals. We own and operate five sulfur-based fertilizer production plants and one emulsified sulfur
blending plant. These plants are located in Texas and Illinois and manufacture primarily sulfur-based fertilizer products for wholesale distributors and
industrial users. Demand for our sulfur products exists across the globe, and our asset base provides additional opportunities to handle increases in
U.S. supply and access to foreign demand.
Natural Gas Liquids. We sell and distribute NGLs that we primarily purchase from refineries and natural gas processors. We store and transport
NGLs for wholesale deliveries to refineries, industrial NGL users and propane retailers in the southeastern U.S. We own approximately 2.1 million
barrels of underground storage capacity for NGLs. This segment is primarily driven by the purchase of butane in the summer months, when demand
is typically low, and sale in the winter months, when demand is typically higher.
Significant Developments in 2020
Sale of Mega Lubricants
On December 22, 2020, we entered into an asset purchase and sale agreement to sell certain assets used in connection with our Mega Lubricants shore-
based terminals business ("Mega Lubricants") to John W. Stone Oil Distributor, LLC ("Stone Oil") for $22.4 million. Mega Lubricants is engaged in the business
of blending, manufacturing and delivering various marine application lubricants, sub-sea specialty fluids, and proprietary commercial and industrial products. The
transaction closed on December 22, 2020. The proceeds from the transaction were used to reduce outstanding borrowings under our revolving credit facility.
Exchange Offer and Cash Tender Offer
On August 12, 2020, (the "Settlement Date") we successfully completed our exchange offer (the "Exchange Offer") and consent solicitation to certain
eligible holders of our 7.25% senior unsecured notes due 2021 ("2021 Notes") and separate but related cash tender offer and consent solicitation to certain other
holders of our 2021 Notes. Please see Note 15 in Part II of this Form 10-K for more information about the Exchange Offer and related transactions.
COVID-19
A novel strain of coronavirus ("COVID-19") surfaced in late 2019 and has spread around the world, including to the United States. In March 2020, the
World Health Organization declared COVID-19 a pandemic.
The Partnership continues to prioritize the health and safety of our employees, the businesses we serve, and the communities where we live and work. To
support the safety of all of our employees and operations, precautionary measures were implemented to prevent the COVID-19 virus from spreading in our
workplace or the locations we serve, including suspending non-essential travel, limiting the number of employees attending meetings, reducing the number of
people at our locations at any one time, monitoring the health of all employees, and implementing work-from-home initiatives for all eligible employees. Further,
we continue to provide awareness training for all of our drivers, vessel crews, blending operators and other affected personnel regarding preventative measures in
or around our docks, vessels, and trucks and locations to which they are delivering. Our communication lines are open 24/7 for the environmental health and safety
division, land and marine logistics, and sales and marketing teams.
Due to the economic impacts of the COVID-19 pandemic, the markets experienced a decline in oil prices in response to oil demand concerns. These
concerns were further exacerbated by the price war among members of the Organization of Petroleum Exporting Countries ("OPEC") and other non-OPEC
producer nations during the first quarter of 2020 and global storage considerations. Travel restrictions and stay-at-home orders implemented by governments in
many regions and countries across the globe, including the United States, have greatly impacted the demand for refined products resulting in a significant reduction
in refinery utilization, which has impacted our 2020 performance. This impact started in February of 2020 and
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continued through the end of the year, during which time we have seen unfavorable trends in certain key metrics across several of our business lines compared to
historical periods. The significant reduction in refinery utilization as a result of reduced refined products demand significantly impacted our Transportation and
NGL segments. As the volume of products produced or purchased by refineries has been reduced, demand for our services has decreased.
Looking forward, we expect to continue to experience some adverse impacts of COVID-19 in our transportation segment during the first half of 2021 but
we believe that refinery utilization will continue to increase in the second half of 2021 as a result of widespread vaccinations, government stimulus, and a
rebounding economy. This should ultimately improve refined product demand as people get back to work and begin traveling again. We expect this will positively
impact our transportation segment as demand for our services improves.
The extent to which the duration and severity of the pandemic impacts our business, results of operations, and financial condition, will depend on future
developments, which are highly uncertain and cannot be predicted at this time. Accordingly, the full impact of COVID-19 will not be reflected in our results of
operations and overall financial performance until future periods. Management also assessed the extent to which the current macroeconomic events brought about
by COVID-19 and significant declines in refined product demand impacted the valuation of expected credit losses on accounts receivable and certain inventory
items or resulted in modifications to any significant contracts. Ultimately the results of these assessments did not have a material impact on our results as of
December 31, 2020.
Subsequent Events
Retirement of 2021 Notes. On February 15, 2021, our 2021 Notes matured and we retired the outstanding balance of $28.8 million using our revolving
credit facility.
Quarterly Distribution. On January 25, 2021, we declared a quarterly cash distribution of $0.005 per common unit for the fourth quarter of 2020, or $0.02
per common unit on an annualized basis, which was paid on February 12, 2021 to unitholders of record as of February 5, 2021.
Our Growth Strategy
The key components of our growth strategy are:
•
•
•
Pursue Organic Growth Projects. We continually evaluate organic expansion opportunities in existing areas of operation that will allow us to
leverage our existing market position and increase the revenues from our existing assets through improved utilization and efficiency.
Spur Internal Organic Growth by Attracting New Customers and Expanding Services Provided to Existing Customers. Opportunities exist to expand
our customer base and provide additional services and products to existing customers. We generally begin a relationship with a customer by
transporting, storing or marketing a limited range of products and services. Expanding our customer base and our service and product offerings to
existing customers is an efficient and cost effective method of achieving organic growth in revenues and cash flow. We plan to focus on growth in
our business segments with a stronger economic outlook.
Establish Strategic Commercial Alliances. Many of our larger customers, which include major integrated energy companies, have established
strategic alliances with midstream service providers such as us to address logistical and transportation challenges or to achieve operational synergies.
We intend to utilize our industry knowledge, network of customers and suppliers, and strategic asset base to expand commercial alliances to drive
revenue and cash flow growth in the future.
• Maintain a Disciplined Financial Policy. We intend to continue pursuing a disciplined financial policy that includes continuing to evaluate the sale of
non-core assets and conservative capital spending to pay down debt, and prudent control of distributions.
Competitive Strengths
We believe we are well positioned to execute our business strategy because of the following competitive strengths:
Fee-Based Contracts. We generate a significant amount of our cash flow from fee-based contracts with our customers, many of which are major and
independent oil and gas companies with whom we have longstanding customer relationships. A
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majority of our fee-based contracts consist of reservation charges or minimum fee arrangements, which reduce the volatility of our cash flows due to volume
fluctuations.
Vertically Integrated Services Provided for U.S. Gulf Coast-Centric Asset and Operational Footprint. We own and operate a diversified asset base that
enables us to offer our customers an integrated distribution network consisting of terminalling, storage, packaging and other midstream logistical services for
petroleum products and by-products in one of the world’s most active refining and petrochemical regions.
Strategically Located Assets. A significant portion of our cash flow comes from providing various services to the oil refining industry. Accordingly, a
significant portion of our assets are located in proximity to refining operations along the U.S. Gulf Coast. For example, our land transportation assets are based out
of terminals located to serve refineries and chemical companies across the U.S. Gulf Coast. Many of our sulfur services assets are located to source sulfur from the
largest refinery sources in the United States. Finally, our terminalling and storage assets are located in areas across the U.S. Gulf Coast to support our refinery-
based customers.
Specialized Transportation Equipment and Storage Facilities. We have the assets and expertise to handle and transport an array of petroleum products and by-
products with unique requirements for transportation and storage. For example, we own facilities and resources to transport a variety of specialty products,
including ammonia, molten sulfur and asphalt. Some of these specialty products require treatment across a wide range of temperatures (between approximately -30
to +400 degrees Fahrenheit) to remain in liquid form, which our facilities are designed to accommodate. These capabilities help us enhance relationships with our
customers by offering them services to handle their unique product requirements.
Strong Industry Reputation and Established Relationships with Suppliers and Customers. We have established a reputation in our industry as a reliable
and cost-effective supplier of services to our customers and have a track record of safe, efficient operation of our facilities. Our management has also established
long-term relationships with many of our suppliers and customers. We benefit from our management’s reputation and track record and from these long-term
relationships. We provide specialized value-added services to our customers and believe we have become an integral part of their value chain.
Experienced Management Team and Operational Expertise. Members of our executive management team and the heads of our principal business lines
have a significant amount of experience in the industries in which we operate. Our management team's experience and familiarity with our industry and businesses
are important assets that assist us in implementing our business strategies. In addition, members of our senior management hold significant limited and general
partner interests in us, which we believe aligns incentives with our investors.
Strong Parent Support. Martin Resource Management Corporation, our general partner, which is privately owned, assumes a significant amount of the working
capital demands and margin risk, providing stable fee-based cash flows to our limited partners.
Terminalling and Storage Segment
Industry Overview. The U.S. petroleum distribution system moves petroleum products and by-products from oil refineries and natural gas processing
facilities to end users. This distribution system is comprised of a network of terminals, storage facilities, pipelines, tankers, barges, railcars and trucks. Terminals
play a key role in moving these products throughout the distribution system by providing storage, blending and other ancillary services.
Although many large energy and chemical companies own terminalling and storage facilities, these companies also use third-party terminalling and
storage services. Major energy and chemical companies typically have a strong demand for terminals owned by independent operators when such terminals are
strategically located at or near key transportation links, such as deep-water ports. Major energy and chemical companies also need independent terminal storage
when their owned storage facilities are inadequate, either because of lack of capacity, the nature of the stored material or specialized handling requirements.
The U.S. Gulf Coast region is a major hub for petroleum refining. Approximately 50% of U.S. refining capacity exists in this region. Growth in the
refining and natural gas processing industries has increased the volume of petroleum products and by-products that are transported within the U.S. Gulf Coast
region, which consequently has increased the need for terminalling and storage services.
The marine and offshore oil and gas exploration and production industries use terminal facilities in the U.S. Gulf Coast region as shore bases that provide
them logistical support services as well as a broad range of products, including fuel oil,
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lubricants, chemicals and supplies. The demand for these types of terminals, services and products is driven primarily by offshore exploration, development and
production in the Gulf of Mexico. Offshore activity is greatly influenced by current and projected prices of oil and natural gas and regulatory requirements.
Specialty Petroleum Terminals. We own or operate 13 terminalling facilities providing storage, handling and transportation of various petroleum
products and by-products as well as the blending and packaging of naphthenic lubricants and automotive, commercial, industrial, and post-tension greases. The
locations and capabilities of our terminals are structured to complement our other businesses and reflect our strategy to provide a broad range of integrated services
in the storage, handling and transportation of products. We developed our terminalling and storage assets by acquisition and upgrades of existing facilities as well
as developing our own properties strategically located near rail, waterways and pipelines. We anticipate further expansion of our terminalling facilities through
primarily organic growth.
At the Neches, Stanolind, and Tampa terminals, our customers are primarily energy and petrochemical companies. In addition, Martin Resource
Management Corporation pays us for terminalling and storage of asphalt at our Tampa facility through a terminalling service agreement that includes a provision
for minimum volume throughput requirements. We charge either a fixed monthly fee or a throughput fee for the use of services we perform at our facilities based
on the capacity of the applicable tank. We conduct a substantial portion of our terminalling and storage operations under long-term contracts, which enhances the
stability and predictability of our operations and cash flow. We attempt to balance our short-term and long-term terminalling contracts in order to allow us to
maintain a consistent level of cash flow while maintaining flexibility to earn higher storage revenues when demand for storage space increases. In addition, a
significant portion of the contracts for our specialty terminals provide for minimum fee arrangements that are not based on the volume handled.
In Smackover, Arkansas, we own a refinery and terminal where we process crude oil into finished products that include naphthenic lubricants, distillates,
asphalt and other intermediates. This process is dedicated to a subsidiary of Martin Resource Management Corporation through a long-term tolling agreement
based on throughput rates and a monthly reservation fee.
In Smackover, Arkansas, we own and operate a terminal used for lubricant blending, processing, packaging, marketing and distribution. This terminal is used as
our central hub for branded and private label packaged lubricants where we receive, package and ship heavy-duty, passenger car, and industrial lubricants to a
network of retailers and distributors.
In Kansas City, Missouri, we lease and operate a plant that specializes in the production, packaging and distribution of automotive, commercial and industrial
greases. In Houston, Texas, we own and operate a plant that specializes in the production and distribution of commercial and industrial greases. In Phoenix,
Arizona, we lease and operate a plant that specializes in the production and distribution of commercial and industrial greases.
We own asphalt terminals in each of Hondo, South Houston, and Port Neches, Texas and Omaha, Nebraska, each dedicated to a subsidiary of Martin
Resource Management Corporation through a terminalling service agreement based on throughput rates.
In Beaumont, Texas, we own a terminal where we receive natural gasoline via pipeline and then ship the product to our customers via other pipelines to
which the facility is connected, referred to as the "Spindletop Terminal." Our fees for the use of this facility are based on the volume of barrels shipped from the
terminal.
The following is a summary description of our shore-based specialty terminals:
Location
Tampa, Florida
Aggregate Capacity (in
barrels)
Products
Description
662,000
Asphalt, crude oil, and diesel
Terminal
Tampa (1)
Stanolind
Beaumont, Texas
619,000
Neches (2)
Beaumont, Texas
551,000
Marine terminal, loading/unloading for
vessels, barges, railcars and trucks
Marine terminal, marine dock for
loading/unloading of vessels, barges,
railcars and trucks
Marine terminal, loading/unloading for
vessels, barges, railcars and trucks
Asphalt, crude oil, sulfur,
sulfuric acid and fuel oil
Molten sulfur, formed sulfur,
ammonia, asphalt, fuel oil, crude
oil and sulfur-based fertilizer
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(1)
(2)
This terminal is located on land owned by the Tampa Port Authority that was leased to us under a 10-year lease that expires in December 2021. This lease
may be extended at the option of the tenant for one option period of five years.
The Neches terminal is a deep water marine terminal located near Beaumont, Texas, on approximately 50 acres of land owned by us, and an additional 96
acres leased to us under terms of a 20-year lease commencing May 1, 2014 with three five-year options.
The following is a summary description of our non shore-based specialty terminals:
Terminal
Smackover Refinery
Location
Smackover, Arkansas
Martin Lubricants
Smackover, Arkansas
Martin Specialty
Products (1)
Martin Specialty
Products
Martin Specialty
Products (2)
Hondo Asphalt
South Houston Asphalt
Port Neches Asphalt
Omaha Asphalt
Spindletop
Kansas City, Missouri
Houston, Texas
Phoenix, Arizona
Hondo, Texas
Houston, Texas
Port Neches, Texas
Omaha, Nebraska
Beaumont, Texas
Aggregate Capacity
7,700 barrels per day;
275,000 barrels of crude bulk
storage; 647,000 barrels of
lubricant storage
4.0 million gallons bulk
storage
0.2 million gallons of bulk
storage
0.2 million gallons of bulk
storage
0.1 million gallons of bulk
storage
182,000 barrels
95,000 barrels
17,500 barrels
112,000 barrels
90,000 barrels
Products
Naphthenic lubricants, distillates,
asphalt, crude oil
Description
Crude refining facility
Agricultural, automotive, and
industrial lubricants and grease
Automotive, commercial and
industrial greases
Commercial and industrial greases Grease manufacturing and packaging
Grease manufacturing and packaging
facility
Lubricants packaging facility
Commercial and industrial greases Grease manufacturing and packaging
facility
Asphalt
Asphalt
Asphalt
Asphalt
Natural gasoline
facility
Asphalt processing and storage
Asphalt processing and storage
Asphalt processing and storage
Asphalt processing and storage
Pipeline receipts and shipments
(1)
(2)
This terminal contains a warehouse owned by third parties and leased under a lease that expires in December 2025 and can be extended by us for one five-
year period.
This terminal contains a warehouse owned by third parties and leased under a lease that expires in October 2024 and can be extended by us for one five-year
period.
Marine Shore-Based Terminals. We own or operate 17 marine shore-based terminals along the U.S. Gulf Coast from Theodore, Alabama to Corpus
Christi, Texas. Our terminalling assets are located at strategic distribution points for the products we handle and are in close proximity to our customers. We are
one of the largest operators of marine shore-based terminals in the U.S. Gulf Coast region. These terminals are used to distribute and market fuel and lubricants.
Additionally, full service terminals also provide shore bases for companies that are operating in the offshore exploration and production industry. Customers are
primarily oil and gas exploration and production companies and oilfield service companies, such as drilling fluid companies, marine transportation companies and
offshore construction companies. Shore bases typically provide logistical support, including the storing and handling of tubular goods, loading and unloading bulk
materials, providing facilities from which major and independent oil companies can communicate with and control offshore operations and leasing dockside
facilities to companies which provide complementary products and services such as drilling fluids and cementing services. We generate revenues from our
terminals that have shore bases by fees that we charge our customers under land rental contracts for the use of our terminal facility for these shore bases. These
contracts generally provide us a fixed land rental fee and additional rental fees that are determined based on a percentage of the sales value of the products and
services delivered from the shore base. In addition, Martin Resource Management Corporation, through terminalling service agreements, pays us for terminalling
and storage of fuels and lubricants at these terminal facilities and includes a provision for minimum volume throughput requirements.
Our marine shore-based terminals are divided into two classes of terminals: (i) full service terminals and (ii) fuel and lubricant terminals.
7
Full Service Terminals. We own or operate four full service terminals. These facilities provide logistical support services and storage and handling
services for fuel and lubricants. The significant difference between our full service terminals and our fuel and lubricant terminals is that our full service terminals
generate additional revenues by providing shore bases to support our customer’s operating activities related to the offshore exploration and production industry.
One typical use for our shore bases is for drilling fluids manufacturers to manufacture and sell drilling fluids to the offshore drilling industry. Offshore drilling
companies may also set up service facilities at these terminals to support their offshore operations. Customers of our full service terminals are primarily oil and gas
exploration and production companies, oilfield service companies such as drilling fluids companies, marine transportation companies and offshore construction
companies.
The following is a summary description of our full service terminals:
Terminal
Location
Fourchon 15
Harbor Island (1)
Pelican Island
Theodore
Fourchon, Louisiana
Port Aransas, Texas
Galveston, Texas
Theodore, Alabama
(1)
A portion of this terminal is owned.
Aggregate Capacity (barrels)
7,600
6,800
87,600
19,900
End of Lease (Including Options)
February 2047
December 2039
Own
Own
Fuel and Lubricant Terminals. We own or operate 13 fuel and lubricant terminals located in the U.S. Gulf Coast region that provide storage and
handling services for lubricants and fuel oil.
The following is a summary description of our fuel and lubricant terminals at:
Terminal
Amelia
Dulac (1)
Dock 193 (3)
Fourchon
Fourchon 16
Galveston T (2)
Intracoastal City (2)
Jennings Bulk Plant
Lake Charles T
Pascagoula (2)
Port Arthur
Port O'Connor (1)
Sabine Pass (2)(3)
Location
Amelia, Louisiana
Dulac, Louisiana
Gueydan, Louisiana
Fourchon, Louisiana
Fourchon, Louisiana
Galveston, Texas
Intracoastal City, Louisiana
Jennings, Louisiana
Lake Charles, Louisiana
Pascagoula, Mississippi
Port Arthur, Texas
Port O'Connor, Texas
Sabine Pass, Texas
Aggregate Capacity (barrels)
13,000
—
11,000
80,900
16,400
1,400
—
9,100
1,000
10,100
16,300
6,700
16,700
End of Lease (Including Options)
August 2023
December 2041
May 2022
May 2027
July 2048
Own
Own
Own
April 2023
Own
November 2025
March 2028
September 2036
(1)
(2)
(3)
This terminal is currently in caretaker status and the lease will not be renewed at the end of the current option.
This terminal is currently in caretaker status.
A portion of this terminal is owned.
Competition. We compete with independent terminal operators and major energy and chemical companies that own their own terminalling and storage
facilities. Many customers prefer to contract with independent terminal operators rather than terminal operators owned by integrated energy and chemical
companies that may have refining or marketing interests that compete with the customers.
Independent terminal owners generally compete on the basis of the location and versatility of terminals, service and price. A favorably located terminal
has access to various cost effective transportation modes, both to and from the terminal, such as waterways, railroads, roadways and pipelines. Terminal versatility
depends upon the operator’s ability to handle diverse products, some of which have complex or specialized handling and storage requirements. The service
function of a terminal includes, among other things, the safe storage of product at specified temperature, moisture and other conditions and
8
receiving and delivering product to and from the terminal. All of these services must be in compliance with applicable environmental and other regulations.
We successfully compete for terminal customers because of the strategic location of our terminals along the U.S. Gulf Coast, our integrated transportation
services, our reputation, the prices we charge for our services and the quality and versatility of our services. Additionally, while some companies have significantly
more terminalling and storage capacity than us, not all terminalling and storage facilities located in the markets we serve are equipped to properly handle specialty
products such as asphalt, sulfur and anhydrous ammonia.
The principal competitive factors affecting our terminals, which provide fuel and lubricants distribution and marketing, as well as shore bases at certain
terminals, are the locations of the facilities, availability of competing logistical support services and the experience of personnel and dependability of service. The
distribution and marketing of our lubricant products is brand sensitive and we encounter brand loyalty competition. Shore base rental contracts are generally long-
term contracts and provide more protection from competition. Our primary competitors for both lubricants and shore bases include several independent operators
as well as major companies that maintain their own similarly equipped marine terminals, shore bases and fuel and lubricant supply sources.
Transportation Segment
Land Transportation
Industry Overview. The U.S. tank trucking industry is segmented into fleet type, capacity, and product category. The energy and chemical sector relies heavily
on the transportation industry to assist in moving mass quantities of petroleum products and by-products, petrochemicals, and chemicals.
Land Fleet. We operate a fleet of land transportation assets comprising approximately 560 trucks and 1,150 tank trailers that transport petroleum
products and by-products, petrochemicals, and chemicals. Our land transportation assets operate out of 23 strategically located terminals throughout the U.S. Gulf
Coast and Southeastern United States.
The following is a listing of our terminals utilized in our land transportation business:
Texas
Baytown
Beaumont
Beaumont Lube
Channelview
Corpus Christi
Kilgore
Longview
Plainview
Louisiana
Arcadia
Baton Rouge
Bossier City
Jennings
Lake Charles
Reserve
Terminal Locations
Arkansas
Marion
Smackover
Stephens
Tennessee
Chattanooga
Kingsport
Other
Theodore, Alabama
Tampa, Florida
Hattiesburg, Mississippi
Kenova, West Virginia
Our largest land transportation customers include petroleum, petrochemical, and chemical companies and Martin Resource Management Corporation. We
conduct our land transportation services under fee-based transportation agreements with customers in which we have long term relationships.
We are a party to a master transportation services agreement under which we provide land transportation services to Martin Resource Management
Corporation on a demand basis at applicable market rates. The agreement will continue unless either party terminates the agreement by giving at least 30 days'
written notice to the other party. These rates are subject to any adjustments which are mutually agreed upon or in accordance with a price index. Additionally,
shipping charges are also subject to fuel surcharges determined on a weekly basis in accordance with the U.S. Department of Energy’s national diesel price list.
Competition. The U.S. tank trucking market is highly competitive and fragmented, due to the presence of many small and medium-sized market participants.
Driver availability plays a major role in each market participant's ability to generate revenue. We compete primarily with other tank truck transportation
companies. Competition in our service regions is based primarily on freight rates, service, efficiency, and available capacity.
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Marine Transportation
Industry Overview. The U.S. inland waterway system is composed of a network of interconnected rivers and canals that serve as water highways and is
used to transport vast quantities of products annually. This waterway system extends approximately 26,000 miles, of which 12,000 miles are generally considered
significant for domestic commerce.
The U.S. Gulf Coast region is a major hub for petroleum refining. The petroleum refining process generates products and by-products that require
transportation in large quantities from the refinery or processor. Convenient access to and use of this waterway system by the petroleum and petrochemical industry
is a major reason for the current location of U.S. refineries and petrochemical facilities. The marine transportation industry uses push boats and tugboats as power
sources and tank barges for freight capacity. The combination of the power source and tank barge freight capacity is called a tow.
Marine Fleet. We utilize a fleet of inland and offshore tows that provide marine transportation of petroleum products and by-products produced in oil
refining. Our marine transportation business operates coastwise along the Gulf of Mexico and east coast of the United States, as well as on the U.S. inland
waterway system, primarily between domestic ports along the Gulf of Mexico, Intracoastal Waterway, the Mississippi River system and the Tennessee-Tombigbee
Waterway system. Our inland tows generally consist of one push boat and one to three tank barges, depending upon the horsepower of the push boat, the river or
canal capacity and conditions, and customer requirements. Our offshore tow consists of one tugboat, with much greater horsepower than an inland push boat, and
one large tank barge. We transport asphalt, fuel oil, gasoline, sulfur and other bulk liquids.
The following is a summary description of the marine vessels we use in our marine transportation business :
Capacity/Horsepower
Class of Equipment
Number in Class
Inland tank barges
Inland tank barges
Inland push boats
Offshore tank barge
Offshore tugboat
5
26
14
1
1
Under 20,000 barrels
20,000 - 31,000 barrels
800 - 2,650 horsepower
59,000 barrels
5,100 horsepower
Products Transported
Asphalt, crude oil, fuel oil, gasoline
and sulfur
Asphalt, crude oil, fuel oil and
gasoline
N/A
Diesel fuel
N/A
Our largest marine transportation customers include major and independent oil and gas refining companies, petroleum marketing companies and Martin
Resource Management Corporation. We conduct our marine transportation services on a fee basis primarily under spot contracts.
We are a party to a marine transportation agreement under which we provide marine transportation services to Martin Resource Management Corporation
on a spot contract basis at applicable market rates. Effective each January 1, this agreement automatically renews for consecutive one-year periods unless either
party terminates the agreement by giving written notice to the other party at least 60 days prior to the expiration of the then-applicable term.
Competition. We compete primarily with other marine transportation companies. Competition in this industry has historically been based primarily on
price. However, customers are placing an increased emphasis on the age of equipment, safety, environmental compliance, quality of service and the availability of
a single source of supply of services.
In addition to competitors that provide marine transportation services, we also compete with providers of other modes of transportation, such as rail,
trucks and, to a lesser extent, pipelines. For example, a typical two-barge tow carries a volume of product equal to approximately 80 railcars or 250 tanker trucks.
Pipelines generally provide a less expensive form of transportation than marine transportation. However, pipelines are not able to transport some of the products
we transport and are generally a less flexible form of transportation because they are limited to the fixed point-to-point distribution of commodities in high
volumes over extended periods of time.
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Sulfur Services Segment
Industry Overview. Sulfur is a natural element and is required to produce a variety of industrial products. Sulfur demand in the U.S. generally averages
8.5 million to 9.5 million tons annually, and is concentrated around large phosphate fertilizer operations primarily located in the southeastern parts of the country.
Currently, all sulfur produced in the U.S. is "recovered sulfur," or sulfur that is a by-product from oil refineries and natural gas processing plants. Sulfur
production in the U.S. is principally located along the U.S. Gulf Coast, along major inland waterways and in some areas of the western United States.
Sulfur has long been recognized as essential for plant and animal growth and various other industrial purposes. The primary application of sulfur in
fertilizers occurs in the form of sulfuric acid. Burning sulfur creates sulfur dioxide, which is subsequently oxidized and dissolved in water to create sulfuric acid.
The sulfuric acid is then combined with ammonia and phosphate rock to manufacture phosphate as well as ammonium sulfate and ammonium thiosulfate
fertilizers.
Sulfur-based fertilizers are manufactured chemicals containing nutrients known to improve the fertility of soils. Nitrogen, phosphorus, potassium and
sulfur are the four most important nutrients for crop growth. These nutrients are found naturally in soils. However, soils used for agriculture become depleted of
nutrients and require fertilizers rich in nutrients to restore fertility.
Industrial sulfur products (including sulfuric acid) are used in a wide variety of industries. For example, these products are used in power plants, paper
mills, auto and tire manufacturing plants, food processing plants, road construction, cosmetics and pharmaceuticals.
Our Operations and Products. We maintain an integrated system of transportation assets and facilities relating to our sulfur services. We gather molten
sulfur from refiners, primarily located on the U.S. Gulf Coast. We transport sulfur by inland and offshore barges, railcars and trucks. In the U.S., recovered sulfur
is mainly kept in liquid form from production to usage at a temperature of approximately 275 degrees Fahrenheit. Because of the temperature requirement, the
sulfur industry uses specialized equipment to store and transport molten sulfur. We have the necessary assets and expertise to handle the unique requirements for
transportation and storage of molten sulfur.
Terms for our standard purchase and sales contracts typically range from one to two years in length with prices that are usually tied to a published market
indicator and fluctuate according to the price movement of the indicator. We also provide barge transportation and tank storage services to large producers and
consumers of sulfur under contracts with remaining terms from one to five years in duration.
We operate sulfur forming assets in the Port of Stockton, California and Beaumont, Texas, which are used to convert molten sulfur into solid form
(prills/granules). The Stockton facility is equipped with one wet prill unit capable of processing 1,000 metric tons of molten sulfur per day. The Beaumont facility
is equipped with two wet prill units and one granulation unit capable of processing a combined 5,500 metric tons of molten sulfur per day. Formed sulfur at both
facilities is stored in bulk until sold into local or international agricultural markets. Our forming services contracts are fee based and typically include minimum fee
guarantees.
Fertilizer and related sulfur products are a natural extension of our molten sulfur business because of our access to sulfur and our distribution capabilities.
In the U.S., fertilizer is generally sold to farmers through local dealers. These dealers are typically owned and supplied by much larger wholesale
distributors. We sell to these wholesale distributors. Our industrial sulfur products are marketed primarily in the southern U.S., where many paper manufacturers
and power plants are located. Our products are sold in accordance with price lists that vary from state to state. These price lists are updated periodically to reflect
changes in seasonal or competitive prices. We transport our fertilizer and industrial sulfur products to our customers using third-party common carriers. We
utilize barge and rail shipments for large volume and long distance shipments where available.
We manufacture and market the following sulfur-based fertilizer and related sulfur products:
•
Plant nutrient sulfur products. We produce plant nutrient and agricultural ground sulfur products at our facilities in Odessa, Texas, Seneca, Illinois
and Cactus, Texas. Our plant nutrient sulfur product is a 90% degradable sulfur product marketed under the Disper-Sul® trade name and sold
throughout the U.S. to direct application agricultural markets.
11
•
•
•
•
Ammonium sulfate products. We produce various grades of ammonium sulfate including granular, coarse, standard, and 40% ammonium sulfate
solution. These products primarily serve direct application agricultural markets. We package these custom grade products under both proprietary and
private labels and sell them to major retail distributors and other retail customers.
Sulfuric acid. Our sulfuric acid production facility at our Plainview, Texas location processes molten sulfur to produce a dedicated supply of raw
material sulfuric acid to our ammonium sulfate production plant. The ammonium sulfate plant produces approximately 400 tons per day of quality
ammonium sulfate and is marketed to our customers throughout the U.S. The sulfuric acid produced and not consumed by the captive ammonium
sulfate production is sold to third parties.
Industrial sulfur products. We produce industrial sulfur products such as elemental pastille sulfur, industrial ground sulfur products, and emulsified
sulfur. We produce elemental pastille sulfur at our Odessa, Texas and Seneca, Illinois facilities. Elemental pastille sulfur is used to increase the
efficiency of the coal-fired precipitators in the power industry. These industrial ground sulfur products are also used in a variety of dusting and
wettable sulfur applications such as rubber manufacturing, fungicides, sugar and animal feeds. We produce emulsified sulfur at our Nash, Texas
facility. Emulsified sulfur is primarily used to control the sulfur content in the pulp and paper manufacturing processes.
Liquid sulfur products. We produce ammonium thiosulfate at our Neches terminal facility in Beaumont, Texas. This agricultural sulfur product is a
clear liquid containing 12% nitrogen and 26% sulfur. This product serves as a liquid plant nutrient used directly through spray rigs or irrigation
systems. It is also blended with other nitrogen phosphorus potassium liquids or suspensions as well. Our market is predominantly the Mid-South U.S.
and Coastal Bend area of Texas.
Our Sulfur Services Facilities. We own 21 railcars and lease 27 railcars equipped to transport molten sulfur. We own the following marine assets and use
them to transport molten sulfur between U.S. Gulf Coast storage terminals (including our terminal in Beaumont, Texas) under third-party marine transportation
agreements:
Class of Equipment
Offshore tank barge
Offshore tugboat
Inland push boat
Inland tank barge
1
1
1
2
Number in Class
Capacity/Horsepower
10,500 long tons
7,130 horsepower
1,200 horsepower
2,500 long tons
Products Transported
Molten sulfur
N/A
N/A
Molten sulfur
We operate the following sulfur forming facilities as part of our sulfur services business:
Terminal
Location
Daily Production Capacity
Products Stored
Neches
Stockton
Beaumont, Texas
Stockton, California
5,500 metric tons per day
1,000 metric tons per day
Molten, prilled and granulated sulfur
Molten and prilled sulfur
We lease 131 railcars to transport our fertilizer products. We own the following manufacturing plants as part of our sulfur services business:
Facility
Location
Annual Capacity
Description
Fertilizer plant
Fertilizer plant
Fertilizer plants
Fertilizer plant
Fertilizer plant
Industrial sulfur plant
Sulfuric acid plant
Plainview, Texas
Beaumont, Texas
Odessa, Texas
Seneca, Illinois
Cactus, Texas
Nash, Texas
Plainview, Texas
150,000 tons
110,000 tons
35,000 tons
36,000 tons
20,000 tons
18,000 tons
150,000 tons
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Fertilizer production
Liquid sulfur fertilizer production
Dry sulfur fertilizer production
Dry sulfur fertilizer production
Dry sulfur fertilizer production
Emulsified sulfur production
Sulfuric acid production
Competition. The Martin Explorer/Margaret Sue articulated barge unit is one of four vessels currently used to transport molten sulfur between U.S. ports
on the Gulf of Mexico and Tampa, Florida. Phosphate fertilizer manufacturers consume a majority of the sulfur produced in the U.S., which they purchase directly
from both producers and resellers. As a reseller, we compete against producers and other resellers capable of accessing the required transportation and storage
assets. Our sulfur-based fertilizer products compete with several large fertilizer and sulfur product manufacturers. However, the close proximity of our
manufacturing plants to our customer base is a competitive advantage for us in the markets we serve and allows us to minimize freight costs and respond quickly to
customer requests. Our sulfuric acid products compete with regional producers and importers in the South and Southwest portion of the U.S. from Louisiana to
California.
Seasonality. Sales of our agricultural fertilizer products are partly seasonal as a result of increased demand during the growing season.
Natural Gas Liquids Segment
Industry Overview. NGLs are produced through natural gas processing and as a by-product of crude oil refining. NGLs include ethane, propane, normal
butane, iso butane and natural gasoline.
Ethane is almost entirely used as a petrochemical feedstock in the production of ethylene and propylene. Propane is used as a petrochemical feedstock in
the production of ethylene and propylene, as a fuel for heating, for industrial applications, as motor fuel and as a refrigerant. Normal butane is used as a
petrochemical feedstock, as a blend stock for motor gasoline and as a component in aerosol propellants. Normal butane can also be made into iso butane through
isomerization. Iso butane is used in the production of motor gasoline, alkylation and as a component in aerosol propellants. Natural gasoline is used as a
component of motor gasoline, as a petrochemical feedstock and as a diluent.
Facilities. We purchase NGLs primarily from major domestic oil refiners and natural gas processors. We transport NGLs using Martin Transport Inc.'s
("MTI") land transportation fleet or by contracting with common carriers, owner-operators and railroad tank car transportation companies. We typically enter into
annual contracts with independent retail propane distributors to deliver their estimated annual volume requirements based on prevailing market prices. Dependable
delivery is very important to these customers and in some cases may be more important than price. We ensure adequate supply of NGLs through:
•
•
•
•
•
term purchase contracts;
storage of NGLs;
efficient use of railroad tank cars;
the transportation fleet owned by MTI; and
product management expertise to obtain supplies when needed.
The following is a summary description of our owned NGL facilities:
Location
NGL Facility
Capacity
Description
Wholesale terminals
Rail terminal
Arcadia, Louisiana
Arcadia, Louisiana
2,100,000 barrels
24 railcars per day
Underground storage
NGL railcar loading and unloading
capabilities
In addition to the owned NGL facilities above, we lease underground storage capacity at four locations under short-term lease agreements.
Our NGL customers consist of refiners, industrial processors and retail propane distributors. The majority of our NGL volumes are sold to refiners and
industrial processors.
Seasonality. The level of NGL supply and demand is subject to changes in domestic production, weather, inventory levels and other factors. While
production is not seasonal, residential, refinery, and wholesale demand is highly seasonal. This imbalance causes increases in inventories during summer months
when consumption is low and decreases in inventories during winter months when consumption is high. In September, demand for normal butane typically
increases with refineries entering
13
the winter gasoline-blending season, resulting in upward pressure on prices. Abnormally cold weather can put extra upward pressure on propane prices during the
winter.
Competition. We compete with large integrated NGL producers and marketers, as well as small local independent marketers, primarily with respect to location,
rates, terms and flexibility of service and supply.
Our Relationship with Martin Resource Management Corporation
Martin Resource Management Corporation is engaged in the following principal business activities:
•
•
•
•
•
•
•
•
distributing asphalt, marine fuel and other liquids;
providing shore-based marine services in Texas, Louisiana, Mississippi, and Alabama;
operating a crude oil gathering business in Stephens, Arkansas;
providing crude oil gathering and marketing services of base oils, asphalt, and distillate products in Smackover, Arkansas;
providing crude oil marketing and transportation from the well head to the end market;
operating an environmental consulting company;
supplying employees and services for the operation of our business; and
operating, solely for our account, the asphalt facilities in each of Hondo, South Houston and Port Neches, Texas and Omaha, Nebraska.
We are and will continue to be closely affiliated with Martin Resource Management Corporation as a result of the following relationships.
Ownership
Martin Resource Management Corporation owns approximately 15.7% of the outstanding limited partner units. In addition, Martin Resource Management
Corporation controls MMGP, our general partner, by virtue of its 51% voting interest in Holdings, the sole member of MMGP. MMGP owns a 2% general partner
interest in us and all of our incentive distribution rights.
Management
Martin Resource Management Corporation directs our business operations through its ownership interests in and control of our general partner. We
benefit from our relationship with Martin Resource Management Corporation through access to a significant pool of management expertise and established
relationships throughout the energy industry. We do not have employees. Martin Resource Management Corporation employees are responsible for conducting our
business and operating our assets on our behalf.
Related Party Agreements
The Omnibus Agreement with Martin Resource Management Corporation requires us to reimburse Martin Resource Management Corporation for all
direct expenses it incurs or payments it makes on our behalf or in connection with the operation of our business. We reimbursed Martin Resource Management
Corporation for $125.3 million, $138.7 million and $136.1 million of direct costs and expenses for the years ended December 31, 2020, 2019 and 2018,
respectively. There is no monetary limitation on the amount we are required to reimburse Martin Resource Management Corporation for direct expenses.
In addition to the direct expenses, under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect
general and administrative and corporate overhead expenses. For the years ended December 31, 2020, 2019, and 2018, the board of directors of our general partner
approved reimbursement amounts of $16.4 million, $16.7 million and $16.4 million, respectively, reflecting our allocable share of such expenses. The board of
directors of our general partner will review and approve future adjustments in the reimbursement amount for indirect expenses, if any,
14
annually. These indirect expenses covered the centralized corporate functions Martin Resource Management Corporation provides for us, such as accounting,
treasury, clerical, engineering, legal, billing, information technology, administration of insurance, environmental and safety compliance, general office expenses
and employee benefit plans and other general corporate overhead functions we share with Martin Resource Management Corporation’s retained businesses. The
Omnibus Agreement also contains significant non-compete provisions and indemnity obligations. Martin Resource Management Corporation also licenses certain
of its trademarks and trade names to us under the Omnibus Agreement.
Other agreements include, but are not limited to, a master transportation services agreement, marine transportation agreements, terminal services
agreements, a tolling agreement, and a sulfuric acid sales agency agreement. Pursuant to the terms of the Omnibus Agreement, we are prohibited from entering
into certain material agreements with Martin Resource Management Corporation without the approval of the conflicts committee of our general partner ("Conflicts
Committee").
For a more comprehensive discussion concerning the Omnibus Agreement and the other agreements that we have entered into with Martin Resource
Management Corporation, please see "Item 13. Certain Relationships and Related Transactions, and Director Independence."
Commercial
We have been and anticipate that we will continue to be both a significant customer and supplier of products and services offered by Martin Resource
Management Corporation. In the aggregate, our purchases from Martin Resource Management Corporation accounted for approximately 19%, 17%, and 14% of
our total costs and expenses during for the years ended December 31, 2020, 2019 and 2018, respectively.
Correspondingly, Martin Resource Management Corporation is one of our significant customers. Our sales to Martin Resource Management Corporation
accounted for approximately 13%, 11%, and 11% of our total revenues for each of the years ended December 31, 2020, 2019 and 2018, respectively.
For a more comprehensive discussion concerning the Omnibus Agreement and the other agreements that we have entered into with Martin Resource
Management Corporation, please see "Item 13. Certain Relationships and Related Transactions, and Director Independence."
Approval and Review of Related Party Transactions
If we contemplate entering into a transaction, other than a routine or in the ordinary course of business transaction, in which a related person will have a
direct or indirect material interest, the proposed transaction is submitted for consideration to the board of directors of our general partner or to our management, as
appropriate. If the board of directors is involved in the approval process, it determines whether to refer the matter to the Conflicts Committee, as provided under
our limited partnership agreement (the "Partnership Agreement"). If a matter is referred to the Conflicts Committee, it obtains information regarding the proposed
transaction from management and determines whether to engage independent legal counsel or an independent financial advisor to advise the members of the
committee regarding the transaction. If the Conflicts Committee retains such counsel or financial advisor, it considers such advice and, in the case of a financial
advisor, such advisor’s opinion as to whether the transaction is fair and reasonable to us and to our unitholders.
Insurance
Our deductible for onshore physical damage resulting from named windstorms is 5% of the total value of affected properties. Excluding Neches Industrial Park,
which has no minimum deductible, the overall minimum deductible ranges from $1.0 million to $5.0 million for damage caused by the named windstorm. Our
onshore program currently provides $40.0 million per occurrence for named windstorm events, including business interruption coverage in connection with a
named windstorm event and has a waiting period of 45 days.
For non-named windstorms or events, our onshore physical damage deductible is $0.5 million per occurrence for all properties. Business interruption
coverage in connection with a non-named windstorm or event is subject to a $200.0 million per occurrence and aggregate limit as the property damage coverage
and has a waiting period of 30 days, excluding the Smackover Refinery which has a waiting period of 45 days.
We have various pollution liability policies which provide coverages ranging from remediation of our property to third party liability. The limits of these
policies vary based on our assessments of exposure at each location.
15
Loss of, or damage to, our vessels and cargo is insured through hull and cargo insurance policies. Vessel operating liabilities such as collision, cargo,
environmental and personal injury are insured primarily through our participation in mutual insurance associations and other reinsurance arrangements, pursuant to
which we are potentially exposed to assessments in the event claims by us or other members exceed available funds and reinsurance. Protection and indemnity
("P&I") insurance coverage is provided by P&I associations and other insurance underwriters. Our vessels are entered in P&I associations that are parties to a
pooling agreement, known as the International Group Pooling Agreement ("Pooling Agreement") through which approximately 90% of the world's ocean-going
tonnage is reinsured through a group reinsurance policy. With regard to collision coverage, the first $1.0 million of coverage is insured by our hull policy and any
excess is insured by a P&I association. We insure our owned cargo through a domestic insurance company. We insure cargo owned by third parties through our
P&I coverage. As a member of P&I associations that are parties to the Pooling Agreement, we are subject to supplemental calls payable to the associations of
which we are a member, based on our claims record and the other members of the other P&I associations that are parties to the Pooling Agreement. Except for our
marine operations, we self-insure against liability exposure up to a predetermined amount, beyond which we are covered by catastrophe insurance coverage.
For marine claims, our insurance covers up to $1.0 billion of liability per accident or occurrence. We believe our current insurance coverage is adequate to
protect us against most accident related risks involved in the conduct of our business. However, there can be no assurance that all risks are adequately insured
against, that any particular claim will be paid by the insurer, or that we will be able to procure adequate insurance coverage at commercially reasonable rates in the
future.
Environmental and Regulatory Matters
Our activities are subject to various federal, state and local laws and regulations, as well as orders of regulatory bodies, governing a wide variety of
matters, including marketing, production, pricing, community right-to-know, protection of the environment, safety and other matters.
Environmental
We are subject to complex federal, state, and local environmental laws and regulations governing the discharge of materials into the environment or
otherwise relating to protection of human health, natural resources and the environment. These laws and regulations can impair our operations that affect the
environment in many ways, such as requiring the acquisition of permits to conduct regulated activities; restricting the manner in which we can release materials
into the environment; requiring remedial activities or capital expenditures to mitigate pollution from former or current operations; and imposing substantial
liabilities on us for pollution resulting from our operations. Many environmental laws and regulations can impose joint and several, strict liability, and any failure
to comply with environmental laws and regulations may result in the assessment of administrative, civil, and criminal penalties, the imposition of investigatory and
remedial obligations, and, in some circumstances, the issuance of injunctions that can limit or prohibit our operations.
The continuing trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment, and, thus, any
changes in environmental laws and regulations that result in more stringent and costly pollutant control or waste handling, storage, transport, disposal, or
remediation requirements could have a material adverse effect on our operations and financial position. Moreover, there is inherent risk of incurring significant
environmental costs and liabilities in the performance of our operations due to our handling of petroleum products and by-products, chemical substances, and
wastes as well as the accidental release or spill of such materials into the environment. Consequently, we cannot provide assurance that we will not incur
significant costs and liabilities as result of such handling practices, releases or spills, including those relating to claims for damage to property and persons. In the
event of future increases in costs, we may be unable to pass on those increases to our customers. While we believe that we are in substantial compliance with
current environmental laws and regulations and that continued compliance with existing requirements would not have a material adverse impact on us, we cannot
provide any assurance that our environmental compliance expenditures will not have a material adverse effect on us in the future.
Superfund
The Federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, ("CERCLA"), also known as the "Superfund" law,
and similar state laws, impose liability without regard to fault or the legality of the original conduct, on certain classes of "responsible persons," including the
owner or operator of a site where regulated hazardous substances have been released into the environment and companies that disposed or arranged for the disposal
of the hazardous substances found at such site. Under CERCLA, these responsible persons may be subject to joint and several strict liability for the costs of
cleaning up the hazardous substances that have been released into the environment, for damages to natural resources, and for the costs of certain health studies, and
it is not uncommon for neighboring landowners and other third parties
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to file claims for personal injury and property damage allegedly caused by the release of hazardous substances into the environment. Although certain
hydrocarbons are not subject to CERCLA’s reach because "petroleum" is excluded from CERCLA’s definition of a "hazardous substance," in the course of our
ordinary operations we will generate wastes that may fall within the definition of a "hazardous substance." In addition, some state counterparts to CERCLA tie
liability to a broader set of substances than does CERCLA.
Solid Waste
We generate both hazardous and nonhazardous solid wastes, which are subject to requirements of the federal Resource Conservation and Recovery Act,
as amended ("RCRA") and comparable state statutes. From time to time, the U.S. Environmental Protection Agency ("EPA") has considered making changes in
nonhazardous waste standards that would result in stricter disposal requirements for these wastes. Furthermore, it is possible some wastes generated by us that are
currently classified as nonhazardous may in the future be designated as "hazardous wastes," resulting in the wastes being subject to more rigorous and costly
disposal requirements. Changes in applicable regulations may result in an increase in our capital expenditures or operating expenses.
We currently own or lease, and have in the past owned or leased, properties that have been used for the manufacturing, processing, transportation and
storage of petroleum products and by-products. Solid waste disposal practices within oil and gas related industries have improved over the years with the passage
and implementation of various environmental laws and regulations. Nevertheless, a possibility exists that petroleum and other solid wastes may have been disposed
of on or under various properties owned or leased by us during the operating history of those facilities. In addition, a number of these properties have been operated
by third parties over whom we had no control as to such entities’ handling of petroleum, petroleum by-products or other wastes and the manner in which such
substances may have been disposed of or released. State and federal laws and regulations applicable to oil and natural gas wastes and properties have gradually
become more strict and, under such laws and regulations, we could be required to remove or remediate previously disposed wastes or property contamination,
including groundwater contamination, even under circumstances where such contamination resulted from past operations of third parties.
Clean Air Act
Our operations are subject to the federal Clean Air Act ("CAA"), as amended, and comparable state statutes. The CAA contains provisions that may result
in the imposition of increasingly stringent pollution control requirements with respect to air emissions from the operations of our terminal facilities, processing and
storage facilities and fertilizer and related products manufacturing and processing facilities. Such air pollution control requirements may include specific
equipment or technologies to control emissions, permits with emissions and operational limitations, pre-approval of new or modified projects or facilities
producing air emissions, and similar measures. Failure to comply with applicable air statutes or regulations may lead to the assessment of administrative, civil or
criminal penalties, and/or result in the limitation or cessation of construction or operation of certain air emission sources. We believe our operations, including our
manufacturing, processing and storage facilities and terminals, are in substantial compliance with applicable requirements of the CAA and analogous state laws.
Climate Change. Scientific studies suggest that emissions of certain gases, commonly referred to as greenhouse gases ("GHGs") and including carbon
dioxide and methane, may be contributing to warming of the Earth’s atmosphere. In response to such studies, the U.S. Congress has from time to time considered
climate change-related legislation to restrict GHG emissions. Many states have already taken legal measures to reduce emissions of GHGs, primarily through the
planned development of GHG emission inventories and/or regional GHG cap and trade programs. Additionally, as a result of the April 2007 U.S. Supreme Court
ruling in Massachusetts, et al. v. EPA that the EPA has authority to regulate carbon dioxide emissions under the CAA, the EPA has taken several steps towards
implementing regulations regarding the emission of GHGs. In 2009, the EPA issued a final rule declaring that six GHGs "endanger both the public health and the
public welfare of current and future generations." The issuance of this "endangerment finding" allows the EPA to regulate GHG emissions under existing
provisions of the federal CAA.
Further, in December 2015, over 190 countries, including the United States, reached an agreement to reduce global GHG emissions ("Paris Agreement").
The Paris Agreement entered into force in November 2016, after over 70 countries, including the United States, ratified or otherwise consented to be bound by the
agreement. In November 2020, the United States formally withdrew from the Paris Agreement. However, on January 20, 2021, President Biden signed an
“Acceptance on Behalf of the United States of America” that will allow the U.S. to rejoin the Paris Agreement. The newly signed acceptance, deposited with the
United Nations on January 20, 2021, reverses the prior withdrawal. The United States will officially rejoin the Paris Agreement on February 19, 2021. In addition,
shortly after taking office in January 2021, President Biden issued a series of executive orders designed to address climate change. Reentry into the Paris
Agreement and President Biden’s executive orders
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may result in the development of additional regulations or changes to existing regulations, which could have a material adverse effect on our business and that of
our customers. Several states and local governments have also stated their commitment to the principles of the Paris Agreement in their effectuation of policy and
regulations. To date, such applicable requirements have not had a substantial effect upon our operations. Still, new legislation or regulatory programs that restrict
emissions of GHGs in areas in which we conduct business could adversely affect our operations and demand for our services.
Moreover, climate change could have an effect on the severity of weather (including hurricanes and floods), sea levels, the arability of farmland, and water
availability and quality. If such effects were to occur, our operations have the potential to be adversely affected. Potential adverse effects could include disruption
of our business activities, including, for example, damages to our facilities from powerful winds or floods, or increases in our costs of operation or reductions in the
efficiency of our operations, as well as potentially increased costs for insurance coverages in the aftermath of such effects. Significant physical effects of climate
change could also have an indirect effect on our financing and operations by disrupting the transportation or process related services provided by companies or
suppliers with whom we have a business relationship. In addition, the demand for and consumption of our products and services (due to change in both costs and
weather patterns), and the economic health of the regions in which we operate, could have a material adverse effect on our business, financial condition, results of
operations and cash flows. We may not be able to recover through insurance some or any of the damages, losses or costs that may result from potential physical
effects of climate change.
Clean Water Act
The Federal Water Pollution Control Act of 1972, as amended, also known the Clean Water Act and comparable state laws impose restrictions and strict
controls regarding the discharge of pollutants, including hydrocarbon-bearing wastes, into state waters and waters of the United States. Pursuant to the Clean Water
Act and similar state laws, a National Pollutant Discharge Elimination System permit, or a state permit, or both, must be obtained to discharge pollutants into
federal and state waters. In addition, the Clean Water Act and comparable state laws require that individual permits or coverage under general permits be obtained
by subject facilities for discharges of storm water runoff. Furthermore, the Clean Water Act potentially requires individual permits or qualification for nationwide
permits for activities that involve the discharge of dredged or fill material into waters of the United States. In June 2015, the EPA and the U.S. Army Corps of
Engineers finalized a rule intended to clarify the meaning of the term "waters of the United States," which established the scope of regulated waters under the
Clean Water Act. However, in October 2019, the subject rule was repealed and the pre-2015 regulatory text was re-codified. In April 2020, the EPA and the Army
Corps of Engineers issued the final Navigable Waters Protection Rule amending the definition of "water of the United States" and replacing the EPA's October
2019 final rule. Judicial challenges to EPA’s October 2019 and April 2020 final rules are currently before multiple federal district courts. Additionally, the rules
are among agency actions listed for review in accordance with President Biden’s January 20, 2021 Executive Order: "Protecting Public Health and the
Environment and Restoring Science to Tackle the Climate Crisis. " If the rules are vacated and the expanded scope of jurisdiction in the 2015 rule is ultimately
implemented, or to the extent that any future rules expand the scope of the Clean Water Act's jurisdiction, we could face increased costs and delays with respect to
permitting. We believe that we are in substantial compliance with Clean Water Act permitting requirements as well as the conditions imposed thereunder, and that
our continued compliance with such existing permit conditions will not have a material adverse effect on our business, financial condition or results of operations.
Oil Pollution Act
The Oil Pollution Act of 1990, as amended ("OPA") imposes a variety of regulations on "responsible parties" related to the prevention of oil spills and
liability for damages resulting from such spills in U.S. waters. A "responsible party" includes the owner or operator of a facility or vessel or the lessee or permittee
of the area in which an offshore facility is located. OPA assigns liability to each responsible party for oil removal costs and a variety of public and private damages
including natural resource damages. Under OPA, vessels and shore facilities handling, storing, or transporting oil are required to develop and implement oil spill
response plans, and vessels greater than 300 tons in weight must provide to the U.S. Coast Guard evidence of financial responsibility to cover the costs of cleaning
up oil spills from such vessels. The OPA also requires that all newly constructed tank barges engaged in oil transportation in the U.S. be double hulled effective
January 1, 2016. We believe we are in substantial compliance with all of the oil spill-related and financial responsibility requirements. Nonetheless, in the
aftermath of the Deepwater Horizon incident in 2010, Congress has from time to time considered oil spill related legislation that could have the effect of
substantially increasing financial responsibility requirements and potential fines and damages for violations and discharges subject to OPA, and similar
legislation. Any such changes in law affecting areas where we conduct business could materially affect our operations.
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Safety Regulation
The Partnership’s marine transportation operations are subject to regulation by the U.S. Coast Guard, federal laws, state laws and certain international
treaties. Tank ships, push boats, tugboats and barges are required to meet construction and repair standards established by the American Bureau of Shipping, a
recognized classification society, and the U.S. Coast Guard and to meet operational and safety standards presently established by the U.S. Coast Guard. We believe
our marine operations and our terminals are in substantial compliance with current applicable safety requirements.
Occupational Safety and Health Regulations
The workplaces associated with our manufacturing, processing, terminal and storage facilities are subject to the requirements of the federal Occupational
Safety and Health Act ("OSH Act") and comparable state statutes. We believe we have conducted our operations in substantial compliance with OSH Act
requirements, including general industry standards, record keeping requirements and monitoring of occupational exposure to regulated substances. Our marine
vessel operations are also subject to safety and operational standards established and monitored by the U.S. Coast Guard.
In general, we expect to increase our expenditures relating to compliance with likely higher industry and regulatory safety standards such as those
described above. These expenditures cannot be accurately estimated at this time, but we do not expect them to have a material adverse effect on our business.
Jones Act
The Jones Act is a federal law that restricts maritime transportation between locations in the U.S. to vessels built and registered in the U.S. and owned and
manned by U.S. citizens. Since we engage in maritime transportation between locations in the U.S., we are subject to the provisions of the law. As a result, we are
responsible for monitoring the ownership of our subsidiaries that engage in maritime transportation and for taking any remedial action necessary to ensure that no
violation of the Jones Act ownership restrictions occurs. The Jones Act also requires that all U.S.-flagged vessels be manned by U.S. citizens. Foreign-flagged
seamen generally receive lower wages and benefits than those received by U.S. citizen seamen. This requirement significantly increases operating costs of U.S.-
flagged vessel operations compared to foreign-flagged vessel operations. Certain foreign governments subsidize their nations’ shipyards. This results in lower
shipyard costs both for new vessels and repairs than those paid by U.S.-flagged vessel owners. The U.S. Coast Guard and American Bureau of Shipping maintain a
stringent regimen of vessel inspections, which tends to result in higher regulatory compliance costs for U.S.-flagged operators than for owners of vessels registered
under foreign flags of convenience.
Merchant Marine Act of 1936
The Merchant Marine Act of 1936 is a federal law that provides that, upon proclamation by the President of the U.S. of a national emergency or a threat to
the national security, the U.S. Secretary of Transportation may requisition or purchase any vessel or other watercraft owned by U.S. citizens (including us,
provided that we are considered a U.S. citizen for this purpose). If one of our push boats, tugboats or tank barges were purchased or requisitioned by the U.S.
government under this law, we would be entitled to be paid the fair market value of the vessel in the case of a purchase or, in the case of a requisition, the fair
market value of charter hire. However, if one of our push boats or tugboats is requisitioned or purchased and its associated tank barge is left idle, we would not be
entitled to receive any compensation for the lost revenues resulting from the idled barge. We also would not be entitled to be compensated for any consequential
damages we suffer as a result of the requisition or purchase of any of our push boats, tugboats or tank barges.
Transportation Regulations
Our trucking operations are subject to regulation by the U.S. Department of Transportation and by various state agencies under the Federal Motor Carrier Safety
Act and the Hazardous Materials Transportation Act and analogous state laws. These regulatory authorities exercise broad powers, governing activities such as the
authorization to engage in motor carrier operations, regulatory safety, driver licensing and insurance requirements, and the shipment and packaging of hazardous
materials. Additional regulations apply specifically to the trucking industry, including testing and specification of equipment and product handling requirements.
The trucking industry is subject to possible regulatory and legislative changes that may affect the economics of the industry by requiring changes in operating
practices or by changing the demand for common or contract carrier services or the cost of providing truckload services. Some of these possible changes include
increasingly stringent environmental regulations, changes in the hours of service regulations which govern the amount of time a driver may drive or work in any
specific period, onboard black box recorder device requirements, or limits on vehicle weight and size. Moreover, various legislative proposals are occasionally
introduced, including proposals to increase federal, state, or local taxes
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on motor fuels, among other things, which may increase our costs or adversely impact the recruitment of drivers. We cannot predict whether, or in what form, any
increase in such taxes applicable to us will be enacted.
Human Capital
We do not have any employees. Under our Omnibus Agreement with Martin Resource Management Corporation, Martin Resource Management
Corporation provides us with corporate staff and support services. These services include centralized corporate functions, such as accounting, treasury,
engineering, information technology, insurance, administration of employee benefit plans and other corporate services. Martin Resource Management Corporation
has approximately 1,500 employees of which 1,130 individuals, including 59 individuals represented by labor unions, provide direct support to our operations as of
December 31, 2020. Martin Resource Management Corporation employees are responsible for conducting our business and operating our assets on our behalf. In
addition, we benefit from our relationship with Martin Resource Management Corporation through access to a significant pool of management expertise and
established relationships throughout the energy industry.
Financial Information about Segments
Information regarding our operating revenues and identifiable assets attributable to each of our segments is presented in Note 20 to our consolidated
financial statements included in this annual report on Form 10-K.
Access to Public Filings
We provide public access to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these
reports filed with the U.S. Securities and Exchange Commission (the "SEC") under the Exchange Act. These documents may be accessed free of charge on our
website at the following address: www.MMLP.com. These documents are provided as soon as is reasonably practicable after their filing with the SEC. This
website address is intended to be an inactive, textual reference only, and none of the material on this website is part of this report. These documents may also be
found at the SEC’s website at www.sec.gov.
Item 1A. Risk Factors
Limited partner interests are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar
to those that would be faced by a corporation engaged in a business similar to ours. If any of the following risks were actually to occur, our business, financial
condition or results of operations could be materially adversely affected. In this case, we might not be able to pay distributions on our common units, the trading
price of our common units could decline and unitholders could lose all or part of their investment. These risk factors should be read in conjunction with the other
detailed information concerning us set forth herein, including our accompanying financial statements and notes and “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations” included herein.
Risk Factor Summary
The following is a summary of risk factors that could adversely impact our business, financial condition, results of operations or our ability to make
quarterly distributions to our unitholders:
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The reduction in demand for refined products resulting from measures taken to prevent the spread of the COVID-19 virus has and is likely to
continue to adversely affect our results of operations, cash flows and financial condition for an indeterminate amount of time.
We may not have sufficient cash after the establishment of cash reserves and payment of our general partner's expenses to enable us to pay a
distribution each quarter.
Restrictions in our debt instruments could prevent us from making distributions to our unitholders or limit our ability to pursue opportunities that
would increase our distributions to unitholders.
Demand for a portion of our terminalling and storage services is substantially dependent on the level of offshore oil and gas exploration,
development and production activity.
We have a significant amount of indebtedness. Debt we owe or incur in the future could limit our flexibility to obtain financing, to pursue other
business opportunities, and to pay distributions to our unitholders.
We have significant capital needs, and our ability to access the capital and credit markets to raise capital on favorable terms is limited by our debt
level, industry conditions, and financial covenants in our debt instruments.
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Fluctuations in interest rates could materially affect our financial results, and the phase-out of LIBOR may adversely affect interest expense related
to our floating rate debt.
We are exposed to counterparty risk in our credit facility and related interest rate protection agreements and we may not be able to access funds
under our credit facility if there is a default.
We are exposed to counterparty credit risk. Nonpayment and nonperformance by our customers, suppliers or vendors could reduce our revenues,
increase our expenses and otherwise have a negative impact on our ability to conduct our business, operating results, cash flows and ability to make
distributions to our unitholders.
Our future acquisitions may not be successful, may substantially increase our indebtedness and contingent liabilities and may create integration
difficulties.
Our and our customers’ operations are subject to a series of risks arising out of the threat of climate change that could result in increased operating
costs and reduced demand for our services.
Subsidence and coastal erosion could damage our facilities along the U.S. Gulf Coast and offshore and the facilities of our customers, which could
adversely affect our operations and financial condition.
Adverse weather conditions, including droughts, hurricanes, tropical storms and other severe weather, could reduce our results of operations and
ability to make distributions to our unitholders.
If we incur material liabilities that are not fully covered by insurance, such as liabilities resulting from accidents on rivers or at sea, spills, fires or
explosions, our results of operations and ability to make distributions to our unitholders could be adversely affected.
The price volatility of petroleum products and by-products could reduce our liquidity and results of operations and ability to make distributions to
our unitholders.
Increasing energy prices could adversely affect our results of operations.
Decreasing energy prices could adversely affect our results of operations.
Our NGL and sulfur-based fertilizer products are subject to seasonal demand and could cause our revenues to vary.
The highly competitive nature of our industry could adversely affect our results of operations and ability to make distributions to our unitholders.
Our business is subject to compliance with environmental laws and regulations that could expose us to significant costs and liabilities and adversely
affect our results of operations and ability to make distributions to our unitholders.
The loss or insufficient attention of key personnel could negatively impact our results of operations and ability to make distributions to our
unitholders.
Our loss of significant commercial relationships with Martin Resource Management Corporation could adversely impact our results of operations
and ability to make distributions to our unitholders.
Our business could be adversely affected if operations at our transportation, terminalling and storage and distribution facilities experienced
significant interruptions. Our business could also be adversely affected if the operations of our customers and suppliers experienced significant
interruptions.
NASDAQ does not require a publicly traded partnership like us to comply with certain of its corporate governance requirements, and therefore,
unitholders do not have the same protections afforded to shareholders of corporations subject to all NASDAQ requirements.
Our marine transportation business could be adversely affected if we do not satisfy the requirements of the Jones Act or if the Jones Act were
modified or eliminated.
Our marine transportation business could be adversely affected if the U.S. Government purchases or requisitions any of our vessels under the
Merchant Marine Act.
Changes in transportation regulations may increase our costs and negatively impact our results of operations.
Our interest rate swap activities could have a material adverse effect on our earnings, profitability, liquidity, cash flows and financial condition.
The industry in which we operate is highly competitive, and increased competitive pressure could adversely affect our business and operating
results.
Information technology systems present potential targets for cyber security attacks, which could adversely affect our business.
Units available for future sales by us or our affiliates could have an adverse impact on the price of our common units or on any trading market that
may develop.
Unitholders have less power to elect or remove management of our general partner than holders of common stock in a corporation. It is unlikely that
our common unitholders will have sufficient voting power to elect or remove our general partner without consent of Martin Resource Management
Corporation and its affiliates.
Our general partner's discretion in determining the level of our cash reserves may adversely affect our ability to make cash distributions to our
unitholders.
Unitholders may not have limited liability if a court finds that we have not complied with applicable statutes or that unitholder action constitutes
control of our business.
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Our Partnership Agreement contains provisions that reduce the remedies available to unitholders for actions that might otherwise constitute a breach
of fiduciary duty by our general partner.
We may issue additional common units without unitholder approval, which would dilute unitholder ownership interests.
The control of our general partner may be transferred to a third party and that party could replace our current management team, without unitholder
consent.
Our general partner has a limited call right that may require unitholders to sell their common units at an undesirable time or price.
Our common units have a limited trading volume compared to other publicly traded securities.
Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse
effect on our unit price.
Cash reimbursements due to Martin Resource Management Corporation may be substantial and will reduce our cash available for distribution to our
unitholders.
Martin Resource Management Corporation has conflicts of interest and limited fiduciary responsibilities, which may permit it to favor its own
interest to detriment of our unitholders.
Martin Resource Management Corporation and its affiliates may engage in limited competition with us.
If Martin Resource Management Corporation were ever to file for bankruptcy or otherwise default on its obligations under its credit facility,
amounts we owe under our credit facility may become immediately due and payable and our results of operations could be adversely affected.
The U.S. Internal Revenue Service ("IRS") could treat us as a corporation for tax purposes, which would substantially reduce the cash available for
distribution to unitholders.
The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative
changes and differing interpretations, possibly on a retroactive basis.
A successful IRS contest of the federal income tax positions we take could adversely affect the market for our common units and the costs of any
contest will be borne by our unitholders, debt security holders and our general partner.
If the IRS makes audit adjustments to our income tax returns, it 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.
Unitholders may be required to pay taxes on income from us, including their share of income from the cancellation of debt, even if they do not
receive any cash distributions from us.
Tax gain or loss on the disposition of our common units could be different than expected.
Unitholders may be subject to limitations on their ability to deduct interest expenses incurred by us.
Tax-exempt entities and non-U.S. persons face unique tax issues from owning common units that may result in adverse tax consequences to them.
We treat a purchaser of our common units as having the same tax benefits without regard to the seller's identity. The IRS may challenge this
treatment, which could adversely affect the value of the common units.
Entity level taxes on income from C Corporation subsidiaries will reduce cash available for distribution, and an individual unitholder's share of
dividend and interest income from such subsidiaries would constitute portfolio income that could not be offset by the unitholder's share of our other
losses or deductions.
Unitholders may be subject to state, local and foreign taxes and return filing requirements as a result of investing in our common units.
There are limits on the deductibility of our losses that may adversely affect our unitholders.
We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of
our units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge this treatment,
which could change the allocation of items of income, gain, loss and deduction among our unitholders.
A unitholder whose units are loaned to a "short seller" to cover a short sale of units may be considered as having disposed of those units. If so, he
would no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss
from the disposition.
We have adopted certain valuation methodologies and monthly conventions for U.S. federal income tax purposes that may result in a shift of
income, gain, loss and deduction among our unitholders. The IRS may challenge this treatment, which could adversely affect the value of our units.
Risks Relating to Our Business
Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the risks set forth below. The
risks described below should not be considered to be comprehensive and all-inclusive. Many of such factors are beyond our ability to control or predict.
Unitholders are cautioned not to put undue reliance on forward-
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looking statements. Additional risks that we do not yet know of or that we currently think are immaterial may also impair our business operations, financial
condition and results of operations.
The reduction in demand for refined products resulting from measures taken to prevent the spread of the COVID-19 virus has and is likely to continue to
adversely affect our results of operations, cash flows and financial condition for an indeterminate amount of time.
The markets have experienced a decline in oil prices in response to oil demand concerns due to the economic impacts of the COVID-19 pandemic, greatly
impacting the demand for refined products resulting in a significant reduction in refinery utilization. As demand for our services and products decline, we could
experience a reduction in the utilization of our assets. The continued spread of COVID-19 or a similar pandemic could result in further instability in the markets
and decreases in commodity prices resulting in further adverse impacts on our results of operations, cash flows, and financial condition. In addition, the continued
spread of the COVID-19 virus, or similar pandemic, and the continuation of the measures to try to contain the virus, such as travel bans and restrictions,
quarantines, shelter in place orders, and shutdowns, may further impact our workforce and operations, the operations of our customers, and those of our vendors
and suppliers. There is considerable uncertainty regarding such measures and potential future measures, which would have a material adverse effect on our results
of operations, cash flows, and financial condition.
We may not have sufficient cash after the establishment of cash reserves and payment of our general partner's expenses to enable us to pay a distribution each
quarter.
We may not have sufficient available cash each quarter in the future to pay distributions on our units. Under the terms of our Partnership Agreement, we must
pay our general partner's expenses and set aside any cash reserve amounts before making a distribution to our unitholders. The amount of cash we can distribute on
our common units principally depends upon the amount of net cash generated from our operations, which will fluctuate from quarter to quarter based on, among
other things:
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the costs of acquisitions, if any;
the prices of petroleum products and by-products;
fluctuations in our working capital;
the level of capital expenditures we make;
restrictions contained in our debt instruments and our debt service requirements;
our ability to make working capital borrowings under our credit facility; and
the amount, if any, of cash reserves established by our general partner in its discretion.
Unitholders should also be aware that the amount of cash we have available for distribution depends primarily on our cash flow, including cash flow from
working capital borrowings, and not solely on profitability, which will be affected by non-cash items. Other than the requirement in our Partnership Agreement to
distribute all of our available cash each quarter, we have no legal obligation to declare quarterly cash distributions, and our general partner has considerable
discretion to determine the amount of our available cash each quarter. In addition, our general partner determines the amount and timing of asset purchases and
sales, capital expenditures, borrowings, issuances of additional partnership securities and the establishment of reserves, each of which can affect the amount of cash
available for distribution to our unitholders. As a result, we may make cash distributions during periods when we record losses and may not make cash
distributions during periods when we record net income.
Restrictions in our debt instruments could prevent us from making distributions to our unitholders or limit our ability to pursue opportunities that would
increase our distributions to unitholders.
The payment of principal and interest on our indebtedness reduces the cash available for distribution to our unitholders. In addition, our credit facility and the
indentures governing our secured notes severely restrict our ability to make distributions until our total leverage ratio (as defined in the applicable debt
instruments) is less than 3.75 to 1.0. After deleveraging, the covenants in our debt instruments will continue to restrict our ability to make distributions, including a
prohibition in our credit facility from making cash distributions during a default or an event of default under our credit facility
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or if the payment of a distribution would cause a default or an event of default thereunder. Our leverage and various limitations in our debt instruments may reduce
our ability to incur additional debt, engage in certain transactions, and capitalize on acquisition or other business opportunities that could increase cash flows and
distributions to our unitholders.
Demand for a portion of our terminalling and storage services is substantially dependent on the level of offshore oil and gas exploration, development and
production activity.
The level of offshore oil and gas exploration, development and production activity historically has been volatile and is likely to continue to be so in the future.
The level of activity is subject to large fluctuations in response to relatively minor changes in a variety of factors that are beyond our control, including:
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prevailing oil and natural gas prices and expectations about future prices and price volatility;
the ability of exploration and production companies to drill in other basins that have more attractive rates of return;
the cost of offshore exploration for and production and transportation of oil and natural gas;
worldwide demand for oil and natural gas (e.g., the reduced demand following the recent COVID-19 pandemic;
consolidation of oil and gas and oil service companies operating offshore;
availability and rate of discovery of new oil and natural gas reserves in offshore areas;
local and international political and economic conditions and policies;
technological advances affecting energy production and consumption;
weather conditions;
environmental regulation; and
the ability of oil and gas companies to generate or otherwise obtain funds for exploration and production
As a result of the decline in commodity prices over the last several years, offshore development activity in the Gulf of Mexico declined substantially,
diminishing demand for our terminalling and storage services. We can offer no assurance whether or when those activity levels will improve. Even if such activity
levels improve, we expect such activity to continue to be volatile and affect demand for our terminalling and storage services.
We have a significant amount of indebtedness. Debt we owe or incur in the future could limit our flexibility to obtain financing, to pursue other business
opportunities, and to pay distributions to our unitholders.
As of December 31, 2020, we had approximately $525.5 million in principal amount of debt outstanding (including $148.0 million outstanding under our revolving
credit facility). Our indebtedness could have important consequences, including the following:
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our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired
or such financing may not be available on favorable terms;
our funds available for operations, future business opportunities and distributions to unitholders will be reduced by that portion of our cash flows
required to make interest payments on the debt;
we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally;
we may be placed at a competitive disadvantage relative to competitors with lower levels of indebtedness in relation to their overall size, or those
that have less restrictive terms governing their indebtedness, thereby enabling competitors to take advantage of opportunities that our
indebtedness may prevent us from pursuing; and
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our flexibility in responding to changing business and economic conditions may be limited.
Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing
economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are not sufficient to
service any current or future indebtedness, we will be forced to take actions such as further reducing distributions, reducing or delaying our business activities,
acquisitions, investments or capital expenditures, selling assets or seeking additional equity capital. We may not be able to effect any of these actions on
satisfactory terms or at all. Further, agreements we may enter into in the future governing our indebtedness could further restrict our ability to make quarterly
distributions to our unitholders.
We have significant capital needs, and our ability to access the capital and credit markets to raise capital on favorable terms is limited by our debt level,
industry conditions, and financial covenants in our debt instruments.
Our primary sources of liquidity to meet operating expenses, service our indebtedness, pay distributions to our unitholders and fund capital expenditures
have historically been provided by cash flows generated by our operations, borrowings under our revolving credit facility and access to the debt and equity capital
markets. Accessing capital in the capital markets has become difficult for many companies in the energy industry, in particular leveraged companies similar to us.
Low and volatile commodity prices have also caused and may continue to cause lenders to increase interest rates, enact tighter lending standards, refuse to
refinance existing debt around maturity on favorable terms or at all and may reduce or cease to provide funding to borrowers. Our inability to access the capital or
credit markets on favorable terms could have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity and our
ability to repay or refinance our debt.
The covenants in our debt instruments restrict our ability to incur additional indebtedness. For instance, while our revolving credit facility has $300.0
million in lender commitments, the amount we are able to borrow is limited by the financial covenants contained therein. As of December 31, 2020, we had the
ability to borrow approximately $20.5 million under our revolving credit facility due to such financial covenants.
Fluctuations in interest rates could materially affect our financial results, and the phase-out of LIBOR may adversely affect interest expense related to our
floating rate debt.
Borrowings under our revolving credit facility are at variable rates and include a LIBOR floor of 1.00%. Because a significant portion of our debt bears interest
at variable rates, increases in interest rates could materially increase our interest expense. Based on our debt outstanding as of December 31, 2020, if LIBOR
exceeds the 1.00% floor the impact of a 100 basis point increase in interest rates on this amount of debt would result in an increase in interest expense and a
corresponding decrease in net income of approximately $1.5 million annually.
Further, the U.S. Dollar London Interbank Offered Rate ("LIBOR") and certain other interest rate "benchmarks" are the subject of recent national, international,
and other regulatory guidance and proposals for reform. These reforms may cause such benchmarks to perform differently than in the past or have other
consequences which cannot be predicted. On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, publicly announced that
it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. On November 30, 2020, ICE Benchmark Administration, the current
administrator of LIBOR, announced that it intends to cease publication of 1-week and 2-month LIBOR at the end of 2021 and, subject to compliance with
applicable regulations, including as to representativeness, it does not intend to cease publication of the remaining LIBOR tenors until June 30, 2023. It is uncertain
whether LIBOR will be available as a benchmark for pricing our floating rate indebtedness until, or after, June 30, 2023. Our revolving credit facility includes a
mechanism to amend the facility to reflect the establishment of an alternative rate of interest upon the occurrence of certain events related to the phase-out of
LIBOR. However, we have not yet pursued any technical amendment or other contractual alternative to address this matter and are currently evaluating the impact
of the potential replacement of LIBOR. If no such amendment or other contractual alternative is established on or prior to the phase-out of LIBOR, interest under
our revolving credit facility will bear interest at higher rates based on the prime rate until such amendment or other contractual amendment is established. Even
where we have entered into interest rate swaps or other derivative instruments for purposes of managing our interest rate exposure, our hedging strategies may not
be effective as a result of the replacement or phasing out of LIBOR, and our earnings may be subject to volatility. In addition, the overall financial markets may be
disrupted as a result of the phase-out or replacement of LIBOR. The potential increase in our interest expense as a result of the phase-out of LIBOR and uncertainty
as to the nature of such potential phase-out and alternative references rates or disruption in the financial market could have an adverse effect on our financial
condition, results of operations and cash flows.
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We are exposed to counterparty risk in our credit facility and related interest rate protection agreements and we may not be able to access funds under our
credit facility if there is a default.
We rely on our credit facility to assist in financing a significant portion of our working capital, acquisitions and capital expenditures. Our ability to borrow under
our credit facility may be impaired because:
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one or more of our lenders may be unable or otherwise fail to meet its funding obligations;
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the lenders do not have to provide funding if there is a default under the credit facility or if any of the representations or warranties included in
the credit facility are false in any material respect; and
if any lender refuses to fund its commitment for any reason, whether or not valid, the other lenders are not required to provide additional funding
to make up for the unfunded portion.
If we are unable to access funds under our credit facility, we will need to meet our capital requirements, including some of our short-term capital requirements,
using other sources. Alternative sources of liquidity may not be available on acceptable terms, if at all. If the cash generated from our operations or the funds we
are able to obtain under our credit facility or other sources of liquidity are not sufficient to meet our capital requirements, then we may need to delay or abandon
capital projects or other business opportunities, which could have a material adverse effect on our business, financial condition and results of operations.
In addition, we have from time to time entered into interest rate protection agreements to manage our interest rate risk exposure by fixing a portion of the interest
expense we pay on our long-term debt under our credit facility. If the counterparties fail to honor their commitments, we could experience higher interest rates,
which could have a material adverse effect on our business, financial condition and results of operations. In addition, if the counterparties fail to honor their
commitments, we also may be required to replace such interest rate protection agreements with new interest rate protection agreements, and such replacement
interest rate protection agreements may be at higher rates than our current interest rate protection agreements, which could have a material adverse effect on our
business, financial condition and results of operations.
We are exposed to counterparty credit risk. Nonpayment and nonperformance by our customers, suppliers or vendors could reduce our revenues, increase our
expenses and otherwise have a negative impact on our ability to conduct our business, operating results, cash flows and ability to make distributions to our
unitholders.
Weak economic conditions and widespread financial distress could reduce the liquidity of our customers, suppliers or vendors, making it more difficult
for them to meet their obligations to us. We are therefore subject to risks of loss resulting from nonpayment or nonperformance by our customers. Severe financial
problems encountered by our customers could limit our ability to collect amounts owed to us, or to enforce the performance of obligations owed to us under
contractual arrangements. In the event that any of our customers was to enter into bankruptcy, we could lose all or a portion of the amounts owed to us by such
customer, and we may be forced to cancel all or a portion of our contracts with such customer at significant expense to us.
In addition, nonperformance by suppliers or vendors who have committed to provide us with critical products or services could raise our costs or interfere
with our ability to successfully conduct our business.
Our future acquisitions may not be successful, may substantially increase our indebtedness and contingent liabilities and may create integration difficulties.
We may not be able to successfully integrate any future acquisitions into our existing operations or achieve the desired profitability from such acquisitions.
These acquisitions may require substantial capital expenditures and the incurrence of additional indebtedness. If we make acquisitions, our capitalization and
results of operations may change significantly. Further, any acquisition could result in:
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post-closing discovery of material undisclosed liabilities of the acquired business or assets;
the unexpected loss of key employees or customers from the acquired businesses;
difficulties resulting from our integration of the operations, systems and management of the acquired business; and
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an unexpected diversion of our management's attention from other operations.
If any future acquisitions are unsuccessful or result in unanticipated events or if we are unable to successfully integrate acquisitions into our existing operations,
such acquisitions could adversely affect our results of operations, cash flow and ability to make distributions to our unitholders.
Our and our customers’ operations are subject to a series of risks arising out of the threat of climate change that could result in increased operating costs and
reduced demand for our services.
The threat of climate change continues to attract considerable attention in the United States and in foreign countries. Numerous proposals have been made
and could continue to be made at the international, national, regional, and state levels to monitor and limit existing emissions of GHGs as well as to restrict or
eliminate such future emissions. As a result, our operations, as well as the operations of our customers, are subject to a series of regulatory, political, financial, and
litigation risks associated with the processing, terminalling, storage, and transportation of fossil fuels, petroleum products, and emission of GHGs.
In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, the EPA has adopted rules that,
among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and
annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, and implement New Source Performance
Standards directing the reduction of methane from certain new, modified, or reconstructed facilities in the oil and natural gas sector, including midstream sources.
Despite potential changes with respect to the federal regulation of GHGs, various states and groups of states have adopted or are considering adopting legislation,
regulations, or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and
various other measures that would restrict emissions of GHGs from different industrial sectors. At the international level, pursuant to the Paris Agreement, over
190 countries have committed to limiting their GHG emissions through individually-determined reduction goals every five years after 2020. In November 2020,
the United States formally withdrew from the Paris Agreement. However, on January 20, 2021, President Biden signed an “Acceptance on Behalf of the United
States of America” that will allow the U.S. to rejoin the Paris Agreement. The newly signed acceptance, deposited with the United Nations on January 20, 2021,
reverses the prior withdrawal. The United States will officially rejoin the Paris Agreement on February 19, 2021. State, federal, and international regulatory
measures have the potential to increase our operating costs through direct regulation of GHG emissions resulting from our operations, and could also indirectly
adversely affect our operations by decreasing demand for our services and products.
Additionally, there are increasing potential financial risks for fossil fuel energy companies as environmental activists concerned about the potential effects
of climate change are focusing intensive lobbying efforts on institutional lenders, including financial institutions and institutional investors, not to provide funding
to such companies. Institutional lenders may, of their own accord, elect not to provide funding to fossil fuel energy companies based on climate change concerns.
Limitation of investments in fossil fuel energy companies could result in the restriction, delay, or cancellation of drilling programs or development or production
activities of our customers, and, consequently, reduce their demand for our services.
Separately, increased attention to climate change risks has increased the possibility of claims brought by public and private entities against energy
companies in connection with their GHG emissions and alleged damages resulting from the alleged physical impacts of climate change, such as flooding, coastal
erosion, and severe weather events. While courts have generally declined to assign direct liability for climate change to large sources of GHG emissions, new
claims for damages and increased government scrutiny, especially from state and local governments, will likely continue. While we are not currently party to any
such private litigation, we could be named in future actions making similar claims of liability. Moreover, societal pressures or political or other factors may shape
the success of such claims, without regard to the company’s causation of or contribution to the asserted damage, or to other mitigating factors.
The adoption and implementation of new or more stringent international, federal, or state legislation, regulations, or other regulatory initiatives that
impose more stringent standards for GHG emissions from oil and natural gas producers or their midstream services providers such as ourselves could result in
increased costs of compliance or costs of consuming, and thereby reduce demand for or erode value for, the petroleum products and by-products that we process,
store and transport. Additionally, political, financial, and litigation risks may result in our customers restricting or cancelling oil and natural gas production
activities, which could result in reduced demand for our services. We may also suffer claims for infrastructure damages allegedly caused by climactic changes or
be unable to continue to operate in an economic manner. One or more of these developments could have a material adverse effect on our business, financial
condition, results of operations and cash flows.
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Subsidence and coastal erosion could damage our facilities along the U.S. Gulf Coast and offshore and the facilities of our customers, which could adversely
affect our operations and financial condition.
Our assets and operations along the U.S. Gulf Coast and offshore could be impacted by subsidence and coastal erosion. Such processes potentially could
cause serious damage to our terminal facilities, which could affect our ability to provide our processing, terminalling, storage and transportation services in the
manner presently provided or in a manner consistent with our present plans. Additionally, such processes could impact our customers who operate along the U.S.
Gulf Coast, and they may be unable to utilize our services. Subsidence and coastal erosion could also expose our operations to increased risk associated with severe
weather conditions, such as hurricanes, flooding, and rising sea levels. As a result, we may incur significant costs to repair and preserve our facilities. Such costs
could adversely affect our business, financial condition, results of operations, and cash flows.
Adverse weather conditions, including droughts, hurricanes, tropical storms and other severe weather, could reduce our results of operations and ability to
make distributions to our unitholders.
Our distribution network and operations are primarily concentrated in the U.S. Gulf Coast region and along the Mississippi River inland waterway. Weather in
these regions is sometimes severe (including tropical storms and hurricanes) and can be a major factor in our day-to-day operations. Our marine transportation
operations can be significantly delayed, impaired or postponed by adverse weather conditions, such as fog in the winter and spring months and certain river
conditions. Additionally, our marine transportation operations and our assets in the Gulf of Mexico, including our barges, push boats, tugboats and terminals, can
be adversely impacted or damaged by hurricanes, tropical storms, tidal waves or other related events. Demand for our lubricants and the diesel fuel we throughput
in our Terminalling and Storage segment can be affected if offshore drilling operations are disrupted by weather in the Gulf of Mexico.
National weather conditions have a substantial impact on the demand for our products. Extreme weather conditions (either wet or dry) has in recent years
decreased the demand for fertilizer. For example, an unusually wet spring can delay planting of seeds, which can leave insufficient time to apply fertilizer at the
planting stage. Conversely, drought conditions can kill or severely stunt the growth of crops, thus eliminating the need to nurture plants with fertilizer. Likewise,
unusually warm weather during the winter months can cause a significant decrease in the demand for NGL products. Any of these or similar conditions could result
in a decline in our net income and cash flow, which would reduce our ability to make distributions to our unitholders.
If we incur material liabilities that are not fully covered by insurance, such as liabilities resulting from accidents on rivers or at sea, spills, fires or explosions,
our results of operations and ability to make distributions to our unitholders could be adversely affected.
Our operations are subject to the operating hazards and risks incidental to terminalling and storage, marine transportation and the distribution of petroleum
products and by-products and other industrial products. These hazards and risks, many of which are beyond our control, include:
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accidents on rivers or at sea and other hazards that could result in releases, spills and other environmental damages, personal injuries, loss of life
and suspension of operations;
leakage of NGLs and other petroleum products and by-products;
fires and explosions;
damage to transportation, terminalling and storage facilities and surrounding properties caused by natural disasters; and
terrorist attacks or sabotage.
Our insurance coverage may not be adequate to protect us from all material expenses related to potential future claims for personal-injury and property damage,
including various legal proceedings and litigation resulting from these hazards and risks. If we incur material liabilities that are not covered by insurance, our
operating results, cash flow and ability to make distributions to our unitholders could be adversely affected.
Changes in the insurance markets attributable to the effects of hurricanes and their aftermath may make some types of insurance more difficult or expensive for
us to obtain. As a result, we may be unable to secure the levels and types of insurance
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we would otherwise have secured prior to such events. Moreover, the insurance that may be available to us may be significantly more expensive than our existing
insurance coverage.
The price volatility of petroleum products and by-products could reduce our liquidity and results of operations and ability to make distributions to our
unitholders.
We purchase petroleum products and by-products, such as molten sulfur, fuel oils, NGLs (including normal butane), lubricants, and other bulk liquids and sell
these products to wholesale and bulk customers and to other end users. We also generate revenues through the terminalling and storage of certain products for third
parties. The price and market value of petroleum products and by-products could be, and has recently been, volatile. Our liquidity and revenues have been
adversely affected by this volatility during periods of decreasing prices because of the reduction in the value and resale price of our inventory. In addition, our
liquidity and costs have been adversely affected during periods of increasing prices because of the increased costs associated with our purchase of petroleum
products and by-products. Future price volatility could have an adverse impact on our liquidity and results of operations, cash flow and ability to make distributions
to our unitholders.
Increasing energy prices could adversely affect our results of operations.
Increasing energy prices could adversely affect our results of operations. Diesel fuel, natural gas, chemicals and other supplies are recorded in operating
expenses. An increase in price of these products would increase our operating expenses, which could adversely affect our results of operations including net
income and cash flows. We cannot assure unitholders that we will be able to pass along increased operating expenses to our customers.
Decreasing energy prices could adversely affect our results of operations.
Decreasing energy prices could adversely affect our results of operations. If commodity prices remain weak for a sustained period, our terminalling throughput
and NGL volumes may be negatively impacted, particularly as producers are curtailing or redirecting drilling, adversely affecting our results of operations. A
sustained decline in commodity prices could result in a decrease in activity in the areas served by certain of our terminalling and storage and marine transportation
assets resulting in reduced utilization of these assets.
For example, due to the economic impacts of the COVID-19 pandemic in 2020, the markets experienced a decline in oil prices in response to oil demand
concerns. These concerns were further exacerbated by the price war among members of the OPEC and other non-OPEC producer nations during the first quarter of
2020 and global storage considerations. Travel restrictions and stay-at-home orders implemented by governments in many regions and countries across the globe,
including the United States, have greatly impacted the demand for refined products resulting in a significant reduction in refinery utilization, which has impacted
our 2020 performance. This impact started in February of 2020 and continued through the end of the year, during which time we have seen unfavorable trends in
certain key metrics across several of our business lines compared to historical periods. The significant reduction in refinery utilization as a result of reduced refined
products demand significantly impacted our Transportation and NGL segments. As the volume of products produced or purchased by refineries has been reduced,
demand for our services has decreased.
Our NGL and sulfur-based fertilizer products are subject to seasonal demand and could cause our revenues to vary.
The demand for NGLs is highest in the winter. Therefore, revenue from our NGL business is higher in the winter than in other seasons. Our sulfur-based
fertilizer products experience an increase in demand during the spring, which increases the revenue generated by this business line in this period compared to other
periods. The seasonality of the revenue from these products may cause our results of operations to vary on a quarter-to-quarter basis and thus could cause our cash
available for quarterly distributions to fluctuate from period to period.
The highly competitive nature of our industry could adversely affect our results of operations and ability to make distributions to our unitholders.
We operate in a highly competitive marketplace in each of our primary business segments. Most of our competitors in each segment are larger companies with
greater financial and other resources than we possess. We may lose customers and future business opportunities to our competitors and any such losses could
adversely affect our results of operations and ability to make distributions to our unitholders.
Our business is subject to compliance with environmental laws and regulations that could expose us to significant costs and liabilities and adversely affect our
results of operations and ability to make distributions to our unitholders.
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Our business is subject to federal, state and local environmental laws and regulations governing the discharge of materials into the environment or otherwise
relating to protection of human health, natural resources and the environment. These laws and regulations may impose numerous obligations that are applicable to
our operations, such as: requiring the acquisition of permits to conduct regulated activities; restricting the manner in which we can release materials into the
environment; requiring remedial activities or capital expenditures to mitigate pollution from former or current operations; and imposing substantial liabilities on us
for pollution resulting from our operations. Numerous governmental authorities, such as the EPA and analogous state agencies, have the power to enforce
compliance with these laws and regulations and the permits issued under them, oftentimes requiring difficult and costly actions. Many environmental laws and
regulations can impose joint and several strict liability, and any failure to comply with environmental laws, regulations and permits may result in the assessment of
administrative, civil and criminal penalties, the imposition of investigatory and remedial obligations and, in some circumstances, the issuance of injunctions that
can limit or prohibit our operations. The continuing trend in environmental regulation is to place more restrictions and limitations on activities that may affect the
environment, and, thus, any changes in environmental laws and regulations that result in more stringent and costly waste handling, storage, transport, disposal or
remediation requirements could have a material adverse effect on our operations and financial position.
The loss or insufficient attention of key personnel could negatively impact our results of operations and ability to make distributions to our unitholders.
Our success is largely dependent upon the continued services of members of the senior management team of Martin Resource Management Corporation. Those
senior officers have significant experience in our businesses and have developed strong relationships with a broad range of industry participants. The loss of any of
these executives could have a material adverse effect on our relationships with these industry participants, our results of operations and our ability to make
distributions to our unitholders.
We do not have employees. We rely solely on officers and employees of Martin Resource Management Corporation to operate and manage our business. Martin
Resource Management Corporation operates businesses and conducts activities of its own in which we have no economic interest. There could be competition for
the time and effort of the officers and employees who provide services to our general partner. If these officers and employees do not or cannot devote sufficient
attention to the management and operation of our business, our results of operations and ability to make distributions to our unitholders may be reduced.
Our loss of significant commercial relationships with Martin Resource Management Corporation could adversely impact our results of operations and ability
to make distributions to our unitholders.
Martin Resource Management Corporation provides us with various services and products pursuant to various commercial contracts. The loss of any of these
services and products provided by Martin Resource Management Corporation could have a material adverse impact on our results of operations, cash flow and
ability to make distributions to our unitholders. Additionally, we provide terminalling and storage, processing and marine transportation services to Martin
Resource Management Corporation to support its businesses under various commercial contracts. The loss of Martin Resource Management Corporation as a
customer could have a material adverse impact on our results of operations, cash flow and ability to make distributions to our unitholders.
Our business could be adversely affected if operations at our transportation, terminalling and storage and distribution facilities experienced significant
interruptions. Our business could also be adversely affected if the operations of our customers and suppliers experienced significant interruptions.
Our operations are dependent upon our terminalling and storage facilities and various means of transportation. We are also dependent upon the uninterrupted
operations of certain facilities owned or operated by our suppliers and customers. Any significant interruption at these facilities or inability to transport products to
or from these facilities or to or from our customers for any reason would adversely affect our results of operations, cash flow and ability to make distributions to
our unitholders. Operations at our facilities and at the facilities owned or operated by our suppliers and customers could be partially or completely shut down,
temporarily or permanently, as the result of any number of circumstances that are not within our control, such as:
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catastrophic events, including hurricanes;
environmental remediation;
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labor difficulties; and
disruptions in the supply of our products to our facilities or means of transportation.
Additionally, terrorist attacks and acts of sabotage could target oil and gas production facilities, refineries, processing plants, terminals and other infrastructure
facilities. Any significant interruptions at our facilities, facilities owned or operated by our suppliers or customers, or in the oil and gas industry as a whole caused
by such attacks or acts could have a material adverse effect on our results of operations, cash flow and ability to make distributions to our unitholders.
NASDAQ does not require a publicly traded partnership like us to comply with certain of its corporate governance requirements, and therefore, unitholders do
not have the same protections afforded to shareholders of corporations subject to all NASDAQ requirements.
Because we are a publicly traded partnership, the Nasdaq Global Select Market ("NASDAQ") does not require our general partner to have a majority of
independent directors on its board of directors or to establish a compensation committee or nominating and corporate governance committee. Accordingly,
unitholders do not have the same protections afforded to certain corporations that are subject to all of NASDAQ corporate governance requirements.
Our marine transportation business could be adversely affected if we do not satisfy the requirements of the Jones Act or if the Jones Act were modified or
eliminated.
The Jones Act is a federal law that restricts domestic marine transportation in the U.S. to vessels built and registered in the U.S. Furthermore, the Jones Act
requires that the vessels be manned and owned by U.S. citizens. If we fail to comply with these requirements, our vessels lose their eligibility to engage in
coastwise trade within U.S. domestic waters.
The requirements that our vessels be U.S. built and manned by U.S. citizens, the crewing requirements and material requirements of the Coast Guard and the
application of U.S. labor and tax laws significantly increase the costs of U.S. flagged vessels when compared with foreign-flagged vessels. During the past several
years, certain interest groups have lobbied Congress to repeal the Jones Act to facilitate foreign flag competition for trades and cargoes reserved for U.S. flagged
vessels under the Jones Act and cargo preference laws. If the Jones Act were to be modified to permit foreign competition that would not be subject to the same
U.S. government imposed costs, we may need to lower the prices we charge for our services in order to compete with foreign competitors, which would adversely
affect our cash flow and ability to make distributions to our unitholders.
Our marine transportation business could be adversely affected if the U.S. Government purchases or requisitions any of our vessels under the Merchant
Marine Act.
We are subject to the Merchant Marine Act of 1936, which provides that, upon proclamation by the U.S. President of a national emergency or a threat to the
national security, the U.S. Secretary of Transportation may requisition or purchase any vessel or other watercraft owned by U.S. citizens (including us, provided
that we are considered a U.S. citizen for this purpose). If one of our push boats, tugboats or tank barges were purchased or requisitioned by the U.S. government
under this law, we would be entitled to be paid the fair market value of the vessel in the case of a purchase or, in the case of a requisition, the fair market value of
charter hire. However, if one of our push boats or tugboats is requisitioned or purchased and its associated tank barge is left idle, we would not be entitled to
receive any compensation for the lost revenues resulting from the idled barge. We also would not be entitled to be compensated for any consequential damages we
suffer as a result of the requisition or purchase of any of our push boats, tugboats or tank barges. If any of our vessels are purchased or requisitioned for an
extended period of time by the U.S. government, such transactions could have a material adverse effect on our results of operations, cash flow and ability to make
distributions to our unitholders.
Changes in transportation regulations may increase our costs and negatively impact our results of operations.
We are subject to various transportation regulations by the U.S. Department of Transportation and analogous state agencies, whose regulations include certain
permit requirements of highway and safety authorities. These regulatory authorities exercise broad powers over our trucking operations, generally governing such
matters as the authorization to engage in motor carrier operations, safety, equipment testing, driver requirements and specifications, and insurance requirements.
The trucking industry is subject to possible regulatory and legislative changes that may impact our operations, such as changes in fuel emissions limits, hours of
service regulations that govern the amount of time a driver may drive or work in any specific period, and limits on vehicle weight and size. As the federal
government continues to develop and propose regulations relating to fuel quality, engine efficiency and GHG emissions, we may experience an increase in costs
related to truck purchases and
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maintenance, impairment of equipment productivity, a decrease in the residual value of vehicles, and an increase in operating expenses. Increased truck traffic may
contribute to deteriorating road conditions in some areas where we operate. Our operations could also be affected by road construction, road repairs, detours and
state and local regulations and ordinances restricting access to certain roads. Proposals to increase federal, state, or local taxes, including taxes on motor fuels, are
also made from time to time, and any such increase could increase our operating costs. Additionally, state and local regulation of permitted routes and times on
specific roadways could adversely affect our operations. We cannot predict whether, or in what form, any legislative or regulatory changes or municipal ordinances
applicable to our trucking operations will be enacted or to what extent any such legislation or regulations could increase our costs or otherwise adversely affect our
business or operations.
Our interest rate swap activities could have a material adverse effect on our earnings, profitability, liquidity, cash flows and financial condition.
We enter into interest rate swap agreements from time to time to manage some of our exposure to interest rate volatility. These swap agreements involve risks,
such as the risk that counterparties may fail to honor their obligations under these arrangements. In addition, these arrangements may not be effective in reducing
our exposure to changes in interest rates. When we use forward-starting interest rate swaps, there is a risk that we will not complete the long-term borrowing
against which the swap is intended to hedge. If such events occur, our results of operations may be adversely affected.
The industry in which we operate is highly competitive, and increased competitive pressure could adversely affect our business and operating results.
We compete with similar enterprises in our respective areas of operation. Some of our competitors are large oil, natural gas and petrochemical companies that
have greater financial resources and access to supplies of NGLs than we do. Our customers who produce NGLs may develop their own systems to transport NGLs
in lieu of using ours. Our ability to renew or replace existing contracts with our customers at rates sufficient to maintain current revenues and cash flows could be
adversely affected by the activities of our competitors and our customers. All of these competitive pressures could have a material adverse effect on our business,
results of operations, financial condition and ability to make cash distributions to our unitholders.
Information technology systems present potential targets for cyber security attacks, which could adversely affect our business.
We are reliant on technology to improve efficiency in our business. Information technology systems are critical to our operations. These systems could be
a potential target for a cyber security attack as they are used to store and process sensitive information regarding our operations, financial position, and information
pertaining to our customers and vendors. While we take the utmost precautions, we cannot guarantee safety from all threats and attacks. Any successful breach of
security could result in the spread of inaccurate or confidential information, disruption of operations, environmental harm, endangerment of employees, damage to
our assets, and increased costs to respond. Any of these instances could have a negative impact on cash flows, litigation status and/or our reputation, which could
have a material adverse effect on our business, financial conditions and operations. While we make significant investments in technology security and we carefully
evaluate the security of selected cloud system providers and cloud storage providers, there can be no guarantee that information security efforts will be totally
effective.
Risks Relating to an Investment in the Common Units
Units available for future sales by us or our affiliates could have an adverse impact on the price of our common units or on any trading market that may
develop.
Common units will generally be freely transferable without restriction or further registration under the Securities Act, except that any common units held by an
"affiliate" of ours may not be resold publicly except in compliance with the registration requirements of the Securities Act or under an exemption under Rule 144
or otherwise.
Our Partnership Agreement provides that we may issue an unlimited number of limited partner interests of any type without a vote of the unitholders. Our
general partner may also cause us to issue an unlimited number of additional common units or other equity securities of equal rank with the common units, without
unitholder approval, in a number of circumstances such as:
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the issuance of common units in additional public offerings or in connection with acquisitions that increase cash flow from operations on a pro forma, per
unit basis;
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the conversion of subordinated units into common units;
the conversion of units of equal rank with the common units into common units under some circumstances; or
the conversion of our general partner's general partner interest in us and its incentive distribution rights into common units as a result of the withdrawal of
our general partner.
Our Partnership Agreement does not restrict our ability to issue equity securities ranking junior to the common units at any time. Any issuance of additional
common units or other equity securities would result in a corresponding decrease in the proportionate ownership interest in us represented by, and could adversely
affect the cash distributions to and market price of, common units then outstanding.
Under our Partnership Agreement, our general partner and its affiliates have the right to cause us to register under the Securities Act and applicable state
securities laws the offer and sale of any units that they hold. Subject to the terms and conditions of our Partnership Agreement, these registration rights allow the
general partner and its affiliates or their assignees holding any units to require registration of any of these units and to include any of these units in a registration by
us of other units, including units offered by us or by any unitholder. Our general partner will continue to have these registration rights for two years following its
withdrawal or removal as a general partner. In connection with any registration of this kind, we will indemnify each unitholder participating in the registration and
its officers, directors, and controlling persons from and against any liabilities under the Securities Act or any applicable state securities laws arising from the
registration statement or prospectus. Except as described below, the general partner and its affiliates may sell their units in private transactions at any time, subject
to compliance with applicable laws. Our general partner and its affiliates, with our concurrence, have granted comparable registration rights to their bank group to
which their partnership units have been pledged.
The sale of any common or subordinated units could have an adverse impact on the price of the common units or on any trading market that may develop.
Unitholders have less power to elect or remove management of our general partner than holders of common stock in a corporation. It is unlikely that our
common unitholders will have sufficient voting power to elect or remove our general partner without the consent of Martin Resource Management
Corporation and its affiliates.
Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and therefore limited ability
to influence management's decisions regarding our business. Unitholders did not elect our general partner or its directors and will have no right to elect our general
partner or its directors on an annual or other continuing basis. Holdings, the sole member of MMGP, elects the board of directors of our general partner.
If unitholders are dissatisfied with the performance of our general partner, they will have a limited ability to remove our general partner. Our general partner
generally may not be removed except upon the vote of the holders of at least 66 2/3% of the outstanding units voting together as a single class. As of December 31,
2020, Martin Resource Management Corporation owned 15.7% of our total outstanding common limited partner units.
Unitholders' voting rights are further restricted by our Partnership Agreement provision prohibiting any units held by a person owning 20% or more of any class
of units then outstanding, other than our general partner, its affiliates, their transferees and persons who acquired such units with the prior approval of our general
partner's directors, from voting on any matter. In addition, our Partnership Agreement contains provisions limiting the ability of unitholders to call meetings or to
acquire information about our operations, as well as other provisions limiting the unitholders' ability to influence the manner or direction of management.
As a result of these provisions, it will be more difficult for a third party to acquire our partnership without first negotiating the acquisition with our general
partner. Consequently, it is unlikely the trading price of our common units will ever reflect a takeover premium.
Our general partner's discretion in determining the level of our cash reserves may adversely affect our ability to make cash distributions to our unitholders.
Our Partnership Agreement requires our general partner to deduct from operating surplus cash reserves that it determines in its reasonable discretion to be
necessary to fund our future operating expenditures. In addition, our Partnership Agreement permits our general partner to reduce available cash by establishing
cash reserves for the proper conduct of our
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business, to comply with applicable law or agreements to which we are a party, or to provide funds for future distributions to partners. These cash reserves will
affect the amount of cash available for distribution to our unitholders.
Unitholders may not have limited liability if a court finds that we have not complied with applicable statutes or that unitholder action constitutes control of our
business.
The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some states.
The holder of one of our common units could be held liable in some circumstances for our obligations to the same extent as a general partner if a court were to
determine that:
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we had been conducting business in any state without compliance with the applicable limited partnership statute; or
the right or the exercise of the right by our unitholders as a group to remove or replace our general partner, to approve some amendments to our
Partnership Agreement, or to take other action under our Partnership Agreement constituted participation in the "control" of our business.
Our general partner generally has unlimited liability for our obligations, such as our debts and environmental liabilities, except for our contractual obligations
that are expressly made without recourse to our general partner. In addition, under some circumstances, a unitholder may be liable to us for the amount of a
distribution for a period of nine years from the date of the distribution.
Our Partnership Agreement contains provisions that reduce the remedies available to unitholders for actions that might otherwise constitute a breach of
fiduciary duty by our general partner.
Our Partnership Agreement limits the liability and reduces the fiduciary duties of our general partner to the unitholders. Our Partnership Agreement also restricts
the remedies available to unitholders for actions that would otherwise constitute breaches of our general partner's fiduciary duties. For example, our Partnership
Agreement:
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permits our general partner to make a number of decisions in its "sole discretion." This entitles our general partner to consider only the interests
and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or
any limited partner;
provides that our general partner is entitled to make other decisions in its "reasonable discretion," which may reduce the obligations to which our
general partner would otherwise be held;
generally provides that affiliated transactions and resolutions of conflicts of interest not involving a required vote of unitholders must be "fair
and reasonable" to us and that, in determining whether a transaction or resolution is "fair and reasonable," our general partner may consider the
interests of all parties involved, including its own; and
provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for
errors of judgment or for any acts or omissions if our general partner and those other persons acted in good faith.
Unitholders are treated as having consented to the various actions contemplated in our Partnership Agreement and conflicts of interest that might
otherwise be considered a breach of fiduciary duties under applicable state law.
We may issue additional common units without unitholder approval, which would dilute unitholder ownership interests.
Our general partner may also cause us to issue an unlimited number of additional common units or other equity securities of equal rank with the common
units, without unitholder approval, in a number of circumstances such as:
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the issuance of common units in additional public offerings or in connection with acquisitions that increase cash flow from operations on a pro
forma, per unit basis;
the conversion of subordinated units into common units;
the conversion of units of equal rank with the common units into common units under some circumstances; or
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the conversion of our general partner's general partner interest in us and its incentive distribution rights into common units as a result of the
withdrawal of our general partner.
We may issue an unlimited number of limited partner interests of any type without the approval of our unitholders. Our Partnership Agreement does not
give our unitholders the right to approve our issuance of equity securities ranking junior to the common units at any time.
The issuance of additional common units or other equity securities of equal or senior rank will have the following effects:
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our unitholders' proportionate ownership interest in us will decrease;
the amount of cash available for distribution on a per unit basis may decrease;
because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly
distribution will be borne by our common unitholders will increase;
the relative voting strength of each previously outstanding unit will diminish;
the market price of the common units may decline; and
the ratio of taxable income to distributions may increase.
The control of our general partner may be transferred to a third party and that party could replace our current management team, without unitholder consent.
Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of
the unitholders. Furthermore, there is no restriction in our Partnership Agreement on the ability of the owner of our general partner to transfer its ownership interest
in our general partner to a third party. A new owner of our general partner could replace the directors and officers of our general partner with its own designees and
control the decisions taken by our general partner.
Our general partner has a limited call right that may require unitholders to sell their common units at an undesirable time or price.
If at any time our general partner and its affiliates own more than 80% of the common units, our general partner will have the right, but not the obligation, which
it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the remaining common units held by unaffiliated persons at a price not less than
the then-current market price. As a result, unitholders may be required to sell their common units at an undesirable time or price and may not receive any return on
their investment. Unitholders may also incur a tax liability upon a sale of their units. No provision in our Partnership Agreement, or in any other agreement we
have with our general partner or Martin Resource Management Corporation, prohibits our general partner or its affiliates from acquiring more than 80% of our
common units. For additional information about this call right and unitholders' potential tax liability, please see "Risk Factors-Tax Risks-Tax gain or loss on the
disposition of our common units could be different than expected."
Our common units have a limited trading volume compared to other publicly traded securities.
Our common units are quoted on the NASDAQ under the symbol "MMLP." However, daily trading volumes for our common units are, and may continue to be,
relatively small compared to many other securities quoted on the NASDAQ. The price of our common units may, therefore, be volatile.
Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on
our unit price.
In order to comply with Section 404 of the Sarbanes-Oxley Act, we periodically document and test our internal control procedures. Section 404 of the Sarbanes-
Oxley Act requires annual management assessments of the effectiveness of our internal controls over financial reporting addressing these assessments. During the
course of our testing we may identify deficiencies, which we may not be able to address in time to meet the deadline imposed by the Sarbanes-Oxley Act for
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compliance with the requirements of Section 404. In addition, if we fail to maintain the adequacy of our internal controls, as such standards are modified,
supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over
financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Failure to achieve and maintain an effective internal control environment could have
a material adverse effect on the price of our common units.
Risks Relating to Our Relationship with Martin Resource Management Corporation
Cash reimbursements due to Martin Resource Management Corporation may be substantial and will reduce our cash available for distribution to our
unitholders.
Under our Omnibus Agreement with Martin Resource Management Corporation, Martin Resource Management Corporation provides us with corporate staff
and support services on behalf of our general partner that are substantially identical in nature and quality to the services it conducted for our business prior to our
formation. The Omnibus Agreement requires us to reimburse Martin Resource Management Corporation for the costs and expenses it incurs in rendering these
services, including an overhead allocation to us of Martin Resource Management Corporation's indirect general and administrative expenses from its corporate
allocation pool. These payments may be substantial. Payments to Martin Resource Management Corporation will reduce the amount of available cash for
distribution to our unitholders.
Martin Resource Management Corporation has conflicts of interest and limited fiduciary responsibilities, which may permit it to favor its own interests to the
detriment of our unitholders.
As of December 31, 2020, Martin Resource Management Corporation owned 15.7% of our total outstanding common limited partner units and a 51% voting
interest in Holdings, the sole member of MMGP. MMGP owns a 2% general partnership interest in us and all of our incentive distribution rights. Conflicts of
interest may arise between Martin Resource Management Corporation and our general partner, on the one hand, and our unitholders, on the other hand. As a result
of these conflicts, our general partner may favor its own interests and the interests of Martin Resource Management Corporation over the interests of our
unitholders. Potential conflicts of interest between us, Martin Resource Management Corporation and our general partner could occur in many of our day-to-day
operations including, among others, the following situations:
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Officers of Martin Resource Management Corporation who provide services to us also devote significant time to the businesses of Martin
Resource Management Corporation and are compensated by Martin Resource Management Corporation for that time;
Neither our Partnership Agreement nor any other agreement requires Martin Resource Management Corporation to pursue a business strategy
that favors us or utilizes our assets or services. Martin Resource Management Corporation's directors and officers have a fiduciary duty to make
these decisions in the best interests of the shareholders of Martin Resource Management Corporation without regard to the best interests of the
unitholders;
◦ Martin Resource Management Corporation may engage in limited competition with us;
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Our general partner is allowed to take into account the interests of parties other than us, such as Martin Resource Management Corporation, in
resolving conflicts of interest, which has the effect of reducing its fiduciary duty to our unitholders;
Under our Partnership Agreement, our general partner may limit its liability and reduce its fiduciary duties, while also restricting the remedies
available to our unitholders for actions that, without the limitations and reductions, might constitute breaches of fiduciary duty. As a result of
purchasing units, our unitholders will be treated as having consented to some actions and conflicts of interest that, without such consent, might
otherwise constitute a breach of fiduciary or other duties under applicable state law;
Our general partner determines which costs incurred by Martin Resource Management Corporation are reimbursable by us;
Our Partnership Agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered on terms that
are fair and reasonable to us or from entering into additional contractual arrangements with any of these entities on our behalf;
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Our general partner controls the enforcement of obligations owed to us by Martin Resource Management Corporation;
Our general partner decides whether to retain separate counsel, accountants or others to perform services for us;
The audit committee of our general partner retains our independent auditors;
In some instances, our general partner may cause us to borrow funds to permit us to pay cash distributions, even if the purpose or effect of the
borrowing is to make incentive distributions; and
Our general partner has broad discretion to establish financial reserves for the proper conduct of our business. These reserves also will affect the
amount of cash available for distribution.
Martin Resource Management Corporation and its affiliates may engage in limited competition with us.
Martin Resource Management Corporation and its affiliates may engage in limited competition with us. For a discussion of the non-competition provisions of
the Omnibus Agreement, please see "Item 13. Certain Relationships and Related Transactions, and Director Independence." If Martin Resource Management
Corporation does engage in competition with us, we may lose customers or business opportunities, which could have an adverse impact on our results of
operations, cash flow and ability to make distributions to our unitholder allocations.
If Martin Resource Management Corporation were ever to file for bankruptcy or otherwise default on its obligations under its credit facility, amounts we owe
under our credit facility may become immediately due and payable and our results of operations could be adversely affected.
If Martin Resource Management Corporation were ever to commence or consent to the commencement of a bankruptcy proceeding or otherwise default on its
obligations under its credit facility, its lenders could foreclose on its pledge of the interests in our general partner and take control of our general partner. If Martin
Resources Management no longer controls our general partner, the lenders under our credit facility may declare all amounts outstanding thereunder immediately
due and payable. In addition, either a judgment against Martin Resource Management Corporation or a bankruptcy filing by or against Martin Resource
Management Corporation could independently result in an event of default under our credit facility if it could reasonably be expected to have a material adverse
effect on us. If our lenders do declare us in default and accelerate repayment, we may be required to refinance our debt on unfavorable terms, which could
negatively impact our results of operations and our ability to make distributions to our unitholders. A bankruptcy filing by or against Martin Resource Management
Corporation could also result in the termination or material breach of some or all of the various commercial contracts between us and Martin Resource
Management Corporation, which could have a material adverse impact on our results of operations, cash flow and ability to make distributions to our unitholders.
Tax Risks
The U.S. Internal Revenue Service ("IRS") could treat us as a corporation for tax purposes, which would substantially reduce the cash available for
distribution to unitholders.
The anticipated after-tax economic benefit of an investment in us depends largely on our classification as a partnership for federal income tax purposes. We have
not requested a ruling from the IRS on this matter.
Despite the fact that we are organized as a limited partnership under Delaware law, it is possible in certain circumstances for a partnership such as ours to
be treated as a corporation for federal income tax purposes. In order for us to be classified as a partnership for U.S. federal income tax purposes, more than 90% of
our gross income each year must be "qualifying income" under Section 7704 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"). "Qualifying
income" includes income and gains derived from the exploration, development, mining or production, processing, refining, transportation, or marketing of minerals
or natural resources, including crude oil, natural gas and products thereof. Other types of qualifying income include interest (other than from a financial business),
dividends, gains from the sale of real property and gains from the sale or other disposition of capital assets held for the production of income that otherwise
constitutes qualifying income.
Although we intend to meet this gross income requirement, we may not find it possible, regardless of our efforts, to meet this gross income requirement or may
inadvertently fail to meet this gross income requirement. If we do not meet this
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gross income requirement for any taxable year and the IRS does not determine that such failure was inadvertent, we would be treated as a corporation for such
taxable year and each taxable year thereafter.
If we were treated as a corporation for federal income tax purposes, we would owe federal income tax on our income at the corporate tax rate, which is currently
a maximum of 21%, and would likely owe state income tax at varying rates. Distributions would generally be taxed again to unitholders as corporate distributions
and no income, gains, losses, or deductions would flow through to unitholders. Because a tax would be imposed upon us as an entity, cash available for distribution
to unitholders would be reduced. Treatment of us as a corporation would result in a reduction in the anticipated cash flow and after-tax return to unitholders and
therefore would likely result in a reduction in the value of the common units.
Our Partnership Agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or
otherwise subjects us to entity-level taxation for federal, state or local income tax purposes, then the minimum quarterly distribution amount and the target
distribution amount will be adjusted to reflect the impact of that law on us.
The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes and
differing interpretations, possibly on a retroactive basis.
The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units, may be modified by
administrative, legislative or judicial interpretation at any time.
At the federal level, members of Congress and the President of the United States have periodically considered substantive changes to the existing U.S. tax laws
that would have affected certain publicly traded partnerships, including the elimination of partnership tax treatment for publicly traded partnerships. At the state
level, because of widespread state budget deficits and other reasons, several states are evaluating ways to subject partnerships to entity-level taxation through the
imposition of state income, franchise and other forms of taxation. For example, we are required to pay a Texas margin tax at a maximum effective rate of 0.525%
of our gross income apportioned to Texas in the prior year. Imposition of any such tax on us by any other state will reduce the cash available for distribution to our
unitholders.
Any modification to the tax laws and interpretations thereof may or may not be applied retroactively and could make it more difficult or impossible to meet the
exception pursuant to which we are treated as a partnership for U.S. federal income tax purposes that is not taxable as a corporation, affect or cause us to change
our business activities, affect the tax considerations of an investment in us, change the character or treatment of portions of our income and adversely affect an
investment in our common units. We are unable to predict whether any of these changes or other proposals will ultimately be enacted. Any such changes could
negatively impact the value of an investment in our common units.
On January 24, 2017, the U.S. Department of the Treasury issued final regulations (the "Final Regulations") regarding qualifying income under Section
7704(d)(1)(E) of the Code which relates to the qualifying income exception upon which we rely for partnership tax treatment. The Final Regulations apply to
income earned in a taxable year beginning on or after January 19, 2017. The Final Regulations include "reserved" paragraphs for fertilizer and hedging, which the
U.S. Department of the Treasury plans to address in future proposed and final Treasury regulations ("Treasury regulations"). We are unable to predict how such
future regulations may treat fertilizer or hedging activities, but such regulations could impact our ability to treat certain activities as generating qualifying income.
The Final Regulations provide for a ten year transition period during which certain taxpayers that either obtained a favorable private letter ruling or treated income
under a reasonable interpretation of the statute or prior proposed regulations as qualifying income may continue to treat such income as qualifying income. We
have obtained favorable private letter rulings from the IRS in the past as to what constitutes "qualifying income" within the meaning of Section 7704(d)(1)(E) of
the Code and we expect to rely upon these private letter rulings for purposes of the ten year transition rule contained in the Final Regulations. With respect to some
of these private letter rulings, the income that we derived from certain affected activities will be treated as qualifying income only until the end of the ten year
transition period. Thus, at this time and through the transition period, we believe that the Final Regulations will not significantly impact the amount of our gross
income that we are able to treat as qualifying income.
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A successful IRS contest of the federal income tax positions we take could adversely affect the market for our common units and the costs of any contest will be
borne by our unitholders, debt security holders and our general partner.
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. The
IRS may adopt positions that differ from the positions we take and our counsel's conclusions. It may be necessary to resort to administrative or court proceedings to
sustain some or all of our counsel's conclusions or the positions we take. A court may not agree with some or all our counsel's conclusions or the positions we take.
Any contest with the IRS may materially and adversely impact the market for our common units and the prices at which they trade. In addition, the costs of any
contest with the IRS will be borne directly or indirectly by all of our unitholders, debt security holders and our general partner.
If the IRS makes audit adjustments to our income tax returns, it 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.
If the IRS makes audit adjustments to our income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from
such audit adjustment directly from us. Similarly, for such taxable years, if the IRS makes audit adjustments to income tax returns filed by an entity in which we
are a member or partner, the IRS may assess and collect any taxes (including penalties and interest) resulting from such audit adjustment directly from such entity.
Generally, we expect to elect to have our unitholders take such audit adjustment into account in accordance with their interests in us during the tax year under
audit, but there can be no assurance that such election will be effective in all circumstances. If we are unable to have our unitholders take such audit adjustment
into account in accordance with their interests in us during the tax year under audit, our current unitholders may bear some or all of the tax liability resulting from
such audit adjustment, even if such unitholders did not own units in us during the tax year under audit. If, as a result of any such audit adjustment, we are required
to make payments of taxes, penalties and interest as a result of audit adjustments cash available for distribution to our unitholders may be substantially reduced.
These rules are not applicable to us for tax years beginning on or prior to December 31, 2017.
Additionally, we are required to designate a partner, or other person, with a substantial presence in the United States as the partnership representative
("Partnership Representative"). The Partnership Representative will have the sole authority to act on our behalf for purposes of, among other things, U.S. federal
income tax audits and judicial review of administrative adjustments by the IRS. We have designated our general partner as our Partnership Representative. Further,
any actions taken by us or by the Partnership Representative on our behalf with respect to, among other things, federal income tax audits and judicial review of
administrative adjustments by the IRS, will be binding on us and all of our unitholders.
Unitholders may be required to pay taxes on income from us, including their share of income from the cancellation of debt, even if they do not receive any
cash distributions from us.
Unitholders may be required to pay federal income taxes and, in some cases, state, local and foreign income taxes on their share of our taxable income even if
they receive no cash distributions from us. Unitholders may not receive cash distributions from us equal to their share of our taxable income or even the tax
liability that results from the taxation of their share of our taxable income.
A unitholder’s share of our taxable income, and its relationship to any distributions we make, may be affected by a variety of factors, including our
economic performance, which may be affected by numerous business, economic, regulatory, legislative, competitive and political uncertainties beyond our control.
Additionally, we may engage in transactions to delever the partnership and manage our liquidity that may result in income to our unitholders without a
corresponding cash distribution. For example, if we sell assets and use the proceeds to repay existing debt or fund capital expenditures, you may be allocated
taxable income and gain resulting from the sale without receiving a cash distribution. Further, taking advantage of opportunities to reduce our existing debt, such as
debt exchanges, debt repurchases, or modifications of our existing debt could result in "cancellation of indebtedness income" (also referred to as "COD income")
being allocated to our unitholders as taxable income. Unitholders may be allocated COD income, and income tax liabilities arising therefrom may exceed cash
distributions or the value of the units. The ultimate effect of any such allocations will depend on the unitholder's individual tax position with respect to its units.
Unitholders are encouraged to consult their tax advisor with respect to the consequences to them of COD income.
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Tax gain or loss on the disposition of our common units could be different than expected.
If our unitholders sell their common units, they will recognize gain or loss equal to the difference between the amount realized and their tax basis in those
common units. Prior distributions in excess of the total net taxable income unitholders were allocated for a common unit, which decreased unitholder tax basis in
that common unit, will, in effect, become taxable income to our unitholders if the common unit is sold at a price greater than their tax basis in that common unit,
even if the price they receive is less than their original cost. A substantial portion of the amount realized, whether or not representing gain, may be ordinary income
to our unitholders. Should the IRS successfully contest some positions we take, our unitholders could recognize more gain on the sale of units than would be the
case under those positions without the benefit of decreased income in prior years. In addition, if our unitholders sell their units, they may incur a tax liability in
excess of the amount of cash they receive from the sale.
Unitholders may be subject to limitations on their ability to deduct interest expenses incurred by us.
In general, the Partnership is entitled to a deduction for interest paid or accrued on indebtedness properly allocable to our trade or business during its
taxable year. However, under the Tax Cuts and Jobs Act, for taxable years beginning after December 31, 2017, the deduction for "business interest" is limited to
the sum of the Partnership’s business interest income and 30% of its "adjusted taxable income." For the purposes of this limitation, the Partnership’s 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. For our 2020 taxable year, the Coronavirus Aid, Relief, and Economic Security Act increases the 30% adjusted taxable
income limitation to 50%, unless we elect not to apply such increase, and 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. If the Partnership’s "business interest" is subject to limitation under these
rules, 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 expenses incurred by the Partnership.
Tax-exempt entities and non-U.S. persons face unique tax issues from owning common units that may result in adverse tax consequences to them.
Investment in common units by tax-exempt entities, such as employee benefit plans, individual retirement accounts (known as IRAs), Keogh plans and other
retirement plans, regulated investment companies, real estate investment trusts, mutual funds and non-U.S. persons raises issues unique to them. For example,
virtually all of our income allocated to organizations exempt from federal income tax, including IRAs and other retirement plans, will be unrelated business taxable
income (“UBTI”) and will be taxable to them. An exempt organization is required to independently compute its UBTI from each separate unrelated trade or
business which may prevent an exempt organization from utilizing losses we allocate to the organization against the organization’s UBTI from other sources and
vice versa.
Distributions to non-U.S. persons will be reduced by withholding taxes at the highest applicable effective tax rate, and non-U.S. persons will be required to file
U.S. federal income tax returns and pay tax on their share of our taxable income. In addition,. under the Tax Cuts and Jobs Act, if a unitholder sells or otherwise
disposes of a unit, the transferee is required to withhold 10% of the amount realized by the transferor unless the transferor certifies that it is not a foreign person,
and we are required to deduct and withhold from the transferee amounts that should have been withheld by the transferee but were not withheld. However, the U.S.
Treasury and the IRS have suspended these rules for transfers of certain publicly traded partnership interests, including transfers of our common units, that occur
before January 1, 2022. Under recently finalized Treasury Regulations, in the case of transfers of our common units occurring on or after January 1, 2022, such
withholding will be required on open market transactions, but in the case of a transfer made through a broker, the obligation to withhold will be imposed on the
broker instead of the transferee (and we will generally not be required to withhold from the transferee amounts that should have been withheld by the transferee but
were not withheld).
40
We treat a purchaser of our common units as having the same tax benefits without regard to the seller's identity. The IRS may challenge this treatment, which
could adversely affect the value of the common units.
Because we cannot match transferors and transferees of common units and because of other reasons, we have adopted depreciation positions that may not
conform to all aspects of the Treasury regulations. Any position we take that is inconsistent with applicable Treasury regulations may have to be disclosed on our
federal income tax return. This disclosure increases the likelihood that the IRS will challenge our positions and propose adjustments to some or all of our
unitholders. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to our unitholders. It also could affect the
timing of these tax benefits or the amount of gain from the sale of common units and could have a negative impact on the value of our common units or result in
audit adjustments to our unitholders' tax returns.
Entity level taxes on income from C corporation subsidiaries will reduce cash available for distribution, and an individual unitholder’s share of dividend and
interest income from such subsidiaries would constitute portfolio income that could not be offset by the unitholder’s share of our other losses or deductions.
A portion of our taxable income is earned through Martin Transport Inc.(“MTI”), which is a C corporation for federal tax purposes. C corporations are subject to
federal income tax on their taxable income at the corporate tax rate, which is currently 21%, and will likely pay state (and possibly local) income tax at varying
rates on their taxable income. Any such entity level taxes will reduce the cash available for distribution to our unitholders. Distributions from any such C
corporation are generally taxed again to unitholders as dividend income to the extent of current and accumulated earnings and profits of such C corporation. As of
December 31, 2020, the maximum federal income tax rate applicable to such qualified dividend income that is allocable to individuals was 20% (plus a 3.8% net
investment income tax that applies to certain net investment income earned by individuals, estates and trusts). An individual unitholders’ share of dividend and
interest income from MTI or other C corporation subsidiaries would constitute portfolio income that could not be offset by the unitholders’ share of our other
losses or deductions.
Unitholders may be subject to state, local and foreign taxes and return filing requirements as a result of investing in our common units.
In addition to federal income taxes, unitholders may be subject to other taxes, such as state, local and foreign income taxes, unincorporated business taxes and
estate, inheritance, or intangible taxes that are imposed by the various jurisdictions in which we do business or own property. Unitholders may be required to file
state, local and foreign income tax returns and pay state and local income taxes in some or all of the various jurisdictions in which we do business or own property
and may be subject to penalties for failure to comply with those requirements. We own property and/or conduct business in Alabama, Arizona, Arkansas,
California, Florida, Georgia, Illinois, Indiana, Kansas, Louisiana, Minnesota, Mississippi, Missouri, Nebraska, Nevada, Oklahoma, Pennsylvania, Tennessee,
Texas, Utah, and West Virginia. We may do business or own property in other states or foreign countries in the future. It is the unitholder's responsibility to file all
federal, state, local and foreign tax returns. Our counsel has not rendered an opinion on the state, local or foreign tax consequences of an investment in our
common units.
There are limits on the deductibility of our losses that may adversely affect our unitholders.
There are a number of limitations that may prevent unitholders from using their allocable share of our losses as a deduction against unrelated income. In cases
when our unitholders are subject to the passive loss rules (generally, individuals and closely-held corporations), any losses generated by us will only be available to
offset our future income and cannot be used to offset income from other activities, including other passive activities or investments. Unused losses may be
deducted when the unitholder disposes of its entire investment in us in a fully taxable transaction with an unrelated party. A unitholder's share of our net passive
income may be offset by unused losses from us carried over from prior years but not by losses from other passive activities, including losses from other publicly
traded partnerships. Other limitations that may further restrict the deductibility of our losses by a unitholder include the at-risk rules, the excess loss limitation rules
for non-corporate unitholders that applies until January 1, 2026, and the prohibition against loss allocations in excess of the unitholder's tax basis in its units.
We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units
on the first day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge this treatment, which could change
the allocation of items of income, gain, loss and deduction among our unitholders.
We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on
the first day of each month, instead of on the basis of the date a particular unit is
41
transferred. Treasury regulations permit publicly traded partnerships to use a monthly simplifying convention that is similar to ours, but they do not specifically
authorize all aspects of the proration method we have adopted. Therefore, the use of our proration method may not be permitted under existing Treasury
regulations, and, accordingly, our counsel is unable to opine as to the validity of such method. If the IRS were to challenge our proration method, we may be
required to change the allocation of items of income, gain, loss and deduction among our unitholders.
A unitholder whose units are loaned to a "short seller" to cover a short sale of units may be considered as having disposed of those units. If so, he would no
longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from the disposition.
Because a unitholder whose units are loaned to a "short seller" to cover a short sale of units may be considered as having disposed of the loaned units, he may no
longer be treated for tax purposes as a partner with respect to those units during the period of the loan to the short seller and the unitholder may recognize gain or
loss from such disposition. Moreover, during the period of the loan to the short seller any of our income, gain, loss or deduction with respect to those units may not
be reportable by the unitholder and any cash distributions received by the unitholder as to those units could be fully taxable as ordinary income. Our counsel has
not rendered an opinion regarding the treatment of a unitholder where common units are loaned to a short seller to cover a short sale of common units; therefore,
unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan to a short seller are urged to modify any applicable
brokerage account agreements to prohibit their brokers from borrowing their units.
We have adopted certain valuation methodologies and monthly conventions for U.S. federal income tax purposes that may result in a shift of income, gain, loss
and deduction among our unitholders. The IRS may challenge this treatment, which could adversely affect the value of our units.
When we issue additional units or engage in certain other transactions, we will determine the fair market value of our assets. Although we may from time
to time consult with professional appraisers regarding valuation matters, we make many fair market value estimates using a methodology based on the market
value of our units as a means to measure the fair market value of our assets. 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 amount, character and timing of taxable income or loss being
allocated to our unitholders. It also could affect the amount of taxable gain from our unitholders' sale of units and could have a negative impact on the value of the
units or result in audit adjustments to our unitholders' tax returns without the benefit of additional deductions.
42
Item 1B. Unresolved Staff Comments
None.
Item 2.
Properties
A description of our properties is contained in "Item 1. Business" and is incorporated herein by reference.
We believe we have satisfactory title to our assets. Some of the easements, rights-of-way, permits, licenses or similar documents relating to the use of the
properties that have been transferred to us in connection with our initial public offering and the assets we acquired in our acquisitions, required the consent of third
parties, which in some cases is a governmental entity. We believe we have obtained sufficient third-party consents, permits and authorizations for the transfer of
assets necessary for us to operate our business in all material respects. With respect to any third-party consents, permits or authorizations that have not been
obtained, we believe the failure to obtain these consents, permits or authorizations will not have a material adverse effect on the operation of our business. Title to
our property may be subject to encumbrances, including liens in favor of our secured lender. We believe none of these encumbrances materially detract from the
value of our properties or our interest in these properties or materially interfere with their use in the operation of our business.
Item 3.
Legal Proceedings
From time to time, we are subject to certain legal proceedings, claims and disputes that arise in the ordinary course of our business. Although we cannot predict
the outcomes of these legal proceedings, we do not believe these actions, in the aggregate, will have a material adverse impact on our financial position, results of
operations or liquidity. A description of our legal proceedings is included in "Item 8. Financial Statements and Supplementary Data, Note 22. Commitments and
Contingencies", and is incorporated herein by reference.
Item 4.
Mine Safety Disclosures
Not applicable.
43
PART II
Item 5.
Market for Our Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities
Market Information and Holders
Our common units are traded on the NASDAQ under the symbol "MMLP." As of March 3, 2021, there were approximately 233 holders of record and
approximately 13,757 beneficial owners of our common units.
Cash Distribution Policy
Within 45 days after the end of each quarter, we distribute all of our available cash, as defined in our Partnership Agreement, to unitholders of record on
the applicable record date. Our general partner has broad discretion to establish cash reserves that it determines are necessary or appropriate to properly conduct
our business. These can include cash reserves for future capital and maintenance expenditures, reserves to stabilize distributions of cash to the unitholders and our
general partner, reserves to reduce debt, or, as necessary, reserves to comply with the terms of any of our agreements or obligations. Our distributions are
effectively made 98% to unitholders and 2% to our general partner, subject to the payment of incentive distributions to our general partner if certain target cash
distribution levels to common unitholders are achieved. Distributions to our general partner increase to 15%, 25% and 50% based on incremental distribution
thresholds as set forth in our Partnership Agreement.
Our ability to distribute available cash is contractually restricted by the terms of our credit facility. Our credit facility contains covenants requiring us to
maintain certain financial ratios. We are prohibited from making any distributions to unitholders if the distribution would cause a default or an event of default, or
a default or an event of default exists, under our credit facility. Please read "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Liquidity and Capital Resources — Description of Our Credit Facility."
Quarterly Distribution. On January 25, 2021, we declared a quarterly cash distribution of $0.005 per common unit for the fourth quarter of 2020, or $0.02 per
common unit on an annualized basis, which was paid on February 12, 2021 to unitholders of record as of February 5, 2021.
Item 6.
Selected Financial Data
The following table sets forth selected financial data and other operating data of the Partnership for the years ended December 31, 2020, 2019, 2018, 2017 and
2016 and is derived from the audited consolidated financial statements of the Partnership.
The following selected financial data are qualified by reference to and should be read in conjunction with the Partnership's Consolidated Financial Statements
and Notes thereto and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this document.
44
2020
2019
2018
(Dollars in thousands, except per unit amounts)
2017
2016
Revenues
Income (loss) from continuing operations
Income (loss) from discontinued operations, net of tax
Net income (loss)
Net income (loss) attributable to limited partners
Net income (loss) per limited partner unit – continuing
operations
Net income (loss) per limited partner unit – discontinued
operations
Net income (loss) per limited partner unit
Total assets
Long-term debt
$
$
$
$
$
672,142 $
847,118 $
1,020,104 $
973,386 $
857,522
(6,771)
—
(6,771) $
(6,615) $
4,520
(179,466)
(174,946) $
(171,488) $
(7,831)
63,486
55,655 $
43,195 $
(0.17)
—
(0.17) $
0.11
(0.49)
(4.55)
(4.44) $
1.60
1.11 $
(1,183)
21,099
19,916 $
16,750 $
(0.1)
0.54
0.44 $
10,157
20,806
30,963
23,143
0.22
0.43
0.65
579,638 $
484,886
667,156 $
570,505
1,073,628 $
662,731
1,285,621 $
814,874
1,269,354
808,150
Cash dividends per common unit (in dollars)
0.14
1.25
2.00
2.00
2.94
45
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
We are a publicly traded limited partnership with a diverse set of operations focused primarily in the U.S. Gulf Coast region. Our four primary business
lines include:
•
•
•
•
Terminalling, processing, storage and packaging services for petroleum products and by-products including the refining of naphthenic crude oil;
Land and marine transportation services for petroleum products and by-products, chemicals, and specialty products;
Sulfur and sulfur-based products processing, manufacturing, marketing, and distribution; and
NGL marketing, distribution, and transportation services.
The petroleum products and by-products we collect, transport, store and market are produced primarily by major and independent oil and gas companies
who often turn to third parties, such as us, for the transportation and disposition of these products. In addition to these major and independent oil and gas
companies, our primary customers include independent refiners, large chemical companies, and other wholesale purchasers of these products. We operate primarily
in the U.S. Gulf Coast region. This region is a major hub for petroleum refining, natural gas gathering and processing, and support services for the exploration and
production industry.
Significant Recent Developments
Sale of Mega Lubricants.
On December 22, 2020, we entered into an asset purchase and sale agreement to sell Mega Lubricants to Stone Oil for $22.4 million. Mega Lubricants is
engaged in the business of blending, manufacturing and delivering various marine application lubricants, sub-sea specialty fluids, and proprietary developed
commercial and industrial products. The transaction closed on December 22, 2020. The proceeds from the transaction were used to reduce outstanding borrowings
under our revolving credit facility.
Exchange Offer and Cash Tender Offer
On August 12, 2020, we successfully completed our exchange offer and consent solicitation to certain eligible holders of our 2021 Notes and separate but
related cash tender offer and consent solicitation to certain other holders of our 2021 Notes. Please see Note 15 in Part II of this Form 10-K for more information
about the exchange offer and related transactions.
COVID-19
COVID-19 surfaced in late 2019 and has spread around the world, including to the United States. In March 2020, the World Health Organization declared
COVID-19 a pandemic. The Partnership continues to prioritize the health and safety of our employees, the businesses we serve, and the communities where we
live and work. To support the safety of all of our employees and operations, precautionary measures were implemented to prevent the COVID-19 virus from
spreading in our workplace or the locations we serve, including suspending non-essential travel, limiting the number of employees attending meetings, reducing the
number of people at our locations at any one time, monitoring the health of all employees, and implementing work-from-home initiatives for all eligible
employees. Further, we continue to provide awareness training for all of our drivers, vessel crews, blending operators and other affected personnel regarding
preventative measures in or around our docks, vessels, and trucks and locations to which they are delivering. Our communication lines are open 24/7 for the
environmental health and safety division, land and marine logistics, and sales and marketing teams.
Due to the economic impacts of the COVID-19 pandemic, the markets experienced a decline in oil prices in response to oil demand concerns. These
concerns were further exacerbated by the price war among members of OPEC and other non-OPEC producer nations during the first quarter of 2020 and global
storage considerations. Travel restrictions and stay-at-home orders implemented by governments in many regions and countries across the globe, including the
United States, have greatly impacted the demand for refined products resulting in a significant reduction in refinery utilization, which has impacted our 2020
performance. This impact started in February of 2020 and continued through the end of the year, during which time we have seen unfavorable trends in certain key
metrics across several of our business lines compared to historical periods. The
46
significant reduction in refinery utilization as a result of reduced refined products demand significantly impacted our Transportation and NGL segments. As the
volume of products produced or purchased by refineries has been reduced, demand for our services has decreased.
Looking forward, we expect to continue to experience some adverse impacts of COVID-19 in our transportation segment during the first half of 2021 but
we believe that refinery utilization will continue to increase in the second half of 2021 as a result of widespread vaccinations, government stimulus, and a
rebounding economy. This should ultimately improve refined product demand as people get back to work and begin traveling again. We expect this will positively
impact our transportation segment as demand for our services improves.
The extent to which the duration and severity of the pandemic impacts our business, results of operations, and financial condition, will depend on future
developments, which are highly uncertain and cannot be predicted at this time. Accordingly, the full impact of COVID-19 will not be reflected in our results of
operations and overall financial performance until future periods. Management also assessed the extent to which the current macroeconomic events brought about
by COVID-19 and significant declines in refined product demand impacted the valuation of expected credit losses on accounts receivable and certain inventory
items or resulted in modifications to any significant contracts. Ultimately the results of these assessments did not have a material impact on our results as of
December 31, 2020.
Subsequent Events
Retirement of 2021 Notes. On February 15, 2021, our 2021 Notes matured and we retired the outstanding balance of $28.8 million using our revolving
credit facility.
Quarterly Distribution. On January 25, 2021, we declared a quarterly cash distribution of $0.005 per common unit for the fourth quarter of 2020, or $0.02
per common unit on an annualized basis, which was paid on February 12, 2021 to unitholders of record as of February 5, 2021.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based on the historical consolidated financial statements included elsewhere
herein. We prepared these financial statements in conformity with United States generally accepted accounting principles ("U.S. GAAP" or "GAAP"). The
preparation of these financial statements required us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the
financial statements and the reported amounts of revenues and expenses during the reporting periods. We based our estimates on historical experience and on
various other assumptions we believe to be reasonable under the circumstances. We routinely evaluate these estimates, utilizing historical experience, consultation
with experts and other methods we consider reasonable in the particular circumstances. Our results may differ from these estimates, and any effects on our
business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the
revision become known. Changes in these estimates could materially affect our financial position, results of operations or cash flows. You should also read Note 2,
"Significant Accounting Policies" in Notes to Consolidated Financial Statements. The following table evaluates the potential impact of estimates utilized during the
periods ended December 31, 2020 and 2019:
47
Judgments and Uncertainties
Effect if Actual Results Differ from Estimates and
Assumptions
Our impairment analyses require management to use
judgment in estimating future cash flows and useful
lives, as well as assessing the probability of
different outcomes.
Applying this impairment review methodology, we
recorded an impairment charge of $3.1 million and
$1.3 million in our Terminalling and Storage and
Transportation segments, respectively, during the
year ended December 31, 2020. No impairment of
long-lived assets was recorded during the years
ended December 31, 2019 or 2018.
As part of the quantitative evaluation, we determine
fair value using accepted valuation techniques,
including discounted cash flow, the guideline public
company method and the guideline transaction
method. These analyses require management to
make assumptions and estimates regarding industry
and economic factors, future operating results and
discount rates. We conduct impairment testing using
present economic conditions, as well as future
expectations.
Applying this impairment review methodology, we
considered the impact that COVID-19 had on our
cash flows and the value our unit price during 2020
and elected to bypass the qualitative assessment and
perform a quantitative assessment. Based upon the
most recent annual review as of August 31, 2020, no
goodwill impairment exists within our reporting
units for the year ended December 31, 2020. No
goodwill impairment was recorded during the years
ended December 31, 2019 or 2018.
Description
Impairment of Long-Lived Assets
We periodically evaluate whether the carrying value
of long-lived assets has been impaired when
circumstances indicate the carrying value of the
assets may not be recoverable. These evaluations are
based on undiscounted cash flow projections over
the remaining useful life of the asset. The carrying
value is not recoverable if it exceeds the sum of the
undiscounted cash flows. Any impairment loss is
measured as the excess of the asset's carrying value
over its fair value.
Impairment of Goodwill
Goodwill is subject to a fair-value based
impairment test on an annual basis, or more
frequently if events or changes in circumstances
indicate that the fair value of any of our reporting
units is less than its carrying amount. When
assessing the recoverability of goodwill , we may
first assess qualitative factors in determining
whether it is more likely than not that the fair value
of a reporting unit is less than its carrying amount.
After assessing qualitative factors, if we determine
that it is not more likely than not that the fair value
of a reporting unit is less than its carrying amount,
then performing a quantitative assessment is not
required. If an initial qualitative assessment indicates
that it is more likely than not the carrying amount
exceeds the fair value of a reporting unit, a
quantitative analysis will be performed. We may also
elect to bypass the qualitative assessment and
proceed directly to a quantitative analysis depending
on the facts and circumstances.
Our Relationship with Martin Resource Management Corporation
Martin Resource Management Corporation directs our business operations through its ownership and control of our general partner and under the
Omnibus Agreement. In addition to the direct expenses payable to Martin Resource Management Corporation under the Omnibus Agreement, we are required to
reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses. For the years ended December 31,
2020, 2019 and 2018, the board of directors of our general partner approved reimbursement amounts of $16.4 million, $16.7 million and $16.4 million,
respectively, reflecting our allocable share of such expenses. The board of directors of our general partner will review and approve future adjustments in the
reimbursement amount for indirect expenses, if any, annually.
We are required to reimburse Martin Resource Management Corporation for all direct expenses it incurs or payments it makes on our behalf or in
connection with the operation of our business. Martin Resource Management Corporation also licenses certain of its trademarks and trade names to us under the
Omnibus Agreement.
We are both an important supplier to and customer of Martin Resource Management Corporation. All of these services and goods are purchased and sold
pursuant to the terms of a number of agreements between us and Martin Resource Management Corporation. For a more comprehensive discussion concerning the
Omnibus Agreement and the other agreements that we have entered into with Martin Resource Management Corporation, please see "Item 13. Certain
Relationships and Related Transactions, and Director Independence."
48
How We Evaluate Our Operations
Our management uses a variety of financial and operational measurements other than our financial statements prepared in accordance with U.S. GAAP to
analyze our performance. These include: (1) net income before interest expense, income tax expense, and depreciation and amortization ("EBITDA"), (2) adjusted
EBITDA and (3) distributable cash flow. Our management views these measures as important performance measures of core profitability for our operations and
the ability to generate and distribute cash flow, and as key components of our internal financial reporting. We believe investors benefit from having access to the
same financial measures that our management uses.
EBITDA and Adjusted EBITDA. Certain items excluded from EBITDA and adjusted EBITDA are significant components in understanding and
assessing an entity's financial performance, such as cost of capital and historic costs of depreciable assets. We have included information concerning EBITDA
and adjusted EBITDA because they provide investors and management with additional information to better understand the following: financial performance of
our assets without regard to financing methods, capital structure or historical cost basis; our operating performance and return on capital as compared to those of
other similarly situated entities; and the viability of acquisitions and capital expenditure projects. Our method of computing adjusted EBITDA may not be the
same method used to compute similar measures reported by other entities. The economic substance behind our use of adjusted EBITDA is to measure the ability
of our assets to generate cash sufficient to pay interest costs, support our indebtedness and make distributions to our unit holders.
Distributable Cash Flow. Distributable cash flow is a significant performance measure used by our management and by external users of our financial
statements, such as investors, commercial banks and research analysts, to compare basic cash flows generated by us to the cash distributions we expect to pay our
unitholders. Distributable cash flow is also an important financial measure for our unitholders since it serves as an indicator of our success in providing a cash
return on investment. Specifically, this financial measure indicates to investors whether or not we are generating cash flow at a level that can sustain or support
an increase in our quarterly distribution rates. Distributable cash flow is also a quantitative standard used throughout the investment community with respect to
publicly-traded partnerships because the value of a unit of such an entity is generally determined by the unit's yield, which in turn is based on the amount of cash
distributions the entity pays to a unitholder.
EBITDA, adjusted EBITDA and distributable cash flow should not be considered alternatives to, or more meaningful than, net income, cash flows from
operating activities, or any other measure presented in accordance with U.S. GAAP. Our method of computing these measures may not be the same method used
to compute similar measures reported by other entities.
Non-GAAP Financial Measures
The following table reconciles the non-GAAP financial measurements used by management to our most directly comparable GAAP measures for the
years ended December 31, 2020, 2019, and 2018, which represents EBITDA, Adjusted EBITDA and Distributable Cash Flow from continuing operations.
49
Reconciliation of EBITDA, Adjusted EBITDA, and Distributable Cash Flow
2020
Year Ended December 31,
2019
(in thousands)
2018
Net income (loss)
Less: (Income) loss from discontinued operations, net of income taxes
Income (loss) from continuing operations
$
(6,771) $
—
(6,771)
(174,946) $
179,466
4,520
Adjustments:
Interest expense
Income tax expense
Depreciation and amortization
EBITDA from Continuing Operations
Adjustments:
Gain on sale of property, plant and equipment
Gain on involuntary conversion of property, plant and equipment
Gain on retirement of senior unsecured notes
Loss on exchange of senior unsecured notes
Unrealized mark-to-market on commodity derivatives
Non-cash insurance related accruals
Lower of cost or market adjustments
Unit-based compensation
Transaction costs associated with acquisitions
Adjusted EBITDA from Continuing Operations
Adjustments:
Interest expense
Income tax expense
Amortization of deferred debt issuance costs
Amortization of debt premium
Deferred income taxes
Payments for plant turnaround costs
Maintenance capital expenditures
Distributable Cash Flow from Continuing Operations
Income (loss) from discontinued operations, net of income taxes
Adjustments:
Depreciation and amortization
EBITDA from Discontinued Operations
Equity in earnings of unconsolidated entities
Distributions from unconsolidated entities
Gain on disposition of Investment in WTLPG
Loss on sale of property, plant and equipment, net
Non-cash insurance related accruals
Adjusted EBITDA from Discontinued Operations
Maintenance capital expenditures
Distributable Cash Flow from Discontinued Operations
$
$
$
$
$
$
$
$
$
$
$
$
50
46,210
1,736
61,462
102,637
(9,788)
(4,907)
(3,484)
8,817
(460)
250
370
1,422
—
94,857
(46,210)
(1,736)
3,422
(191)
1,169
(1,478)
(10,138)
39,695 $
51,690
1,900
60,060
118,170
(13,332)
—
—
—
671
500
633
1,424
224
108,290
(51,690)
(1,900)
4,041
(306)
1,360
(5,677)
(12,368)
41,750 $
55,655
(63,486)
(7,831)
52,349
577
61,484
106,579
(1,041)
—
—
—
(76)
—
—
1,224
465
107,151
(52,349)
(577)
3,445
(306)
208
(1,893)
(19,553)
36,126
— $
(179,466) $
63,486
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
8,161 $
(171,305) $
— $
— $
— $
178,781 $
3,213 $
10,689 $
(912) $
9,777 $
18,795
82,281
(3,382)
3,500
(48,564)
824
—
34,659
(1,952)
32,707
Results of Operations
The results of operations for the years ended December 31, 2020, 2019, and 2018 have been derived from our consolidated financial statements. Discussions of
the year ended December 31, 2018 that are not included in this Annual Report on Form 10-K and year-to-year comparisons of the year ended December 31, 2019
and the year ended December 31, 2018 can be found in “Management’s Discussion and Analysis of Financial Condition and the Results of Operations” in Part II,
Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019.
We evaluate segment performance on the basis of operating income, which is derived by subtracting cost of products sold, operating expenses, selling,
general and administrative expenses, and depreciation and amortization expense from revenues.
Our consolidated results of operations are presented on a comparative basis below. There are certain items of income and expense which we do not
allocate on a segment basis. These items, including interest expense, and indirect selling, general and administrative expenses, are discussed after the comparative
discussion of our results within each segment.
The Natural Gas Liquids segment information below excludes the discontinued operations of the Natural Gas Storage Assets and WTLPG partnership
interests disposed of on June 28, 2019 and July 31, 2018, respectively, for the years ended December 31, 2019 and 2018. See Item 8, Note 5.
The following table sets forth our operating revenues and operating income by segment for the years ended December 31, 2020, 2019, and 2018.
51
Operating
Revenues
Revenues
Intersegment
Eliminations
Operating
Revenues
after
Eliminations
Operating
Income (loss)
Operating
Income
Intersegment
Eliminations
Operating
Income (loss)
after
Eliminations
(In thousands)
Year Ended December 31, 2020:
Terminalling and storage
Natural gas liquids
Sulfur services
Transportation
Indirect selling, general and
administrative
Total
Year Ended December 31, 2019:
Terminalling and storage
Natural gas liquids
Sulfur services
Transportation
Indirect selling, general and
administrative
Total
Year Ended December 31, 2018:
Terminalling and storage
Natural gas liquids
Sulfur services
Transportation
Indirect selling, general and
administrative
Total
$
$
$
$
$
191,041 $
247,484
108,020
150,285
—
696,830 $
216,313 $
366,502
111,340
183,740
—
877,895 $
247,840 $
496,026
132,536
178,163
—
$
1,054,565 $
184,164 $
247,479
108,007
132,492
—
672,142 $
209,654 $
366,502
111,340
159,622
—
847,118 $
241,440 $
496,007
132,536
150,121
23,969 $
9,660
29,001
1,781
(17,909)
46,502 $
17,670 $
27,596
13,989
16,830
(17,981)
58,104 $
17,820 $
13,152
17,216
14,770
—
1,020,104 $
(17,901)
45,057 $
$
(1,816)
12,444
7,255
(17,883)
—
— $
$
(938)
16,424
8,732
(24,218)
—
— $
$
(280)
18,429
10,181
(28,330)
—
— $
22,153
22,104
36,256
(16,102)
(17,909)
46,502
16,732
44,020
22,721
(7,388)
(17,981)
58,104
17,540
31,581
27,397
(13,560)
(17,901)
45,057
(6,877) $
(5)
(13)
(17,793)
—
(24,688) $
(6,659) $
—
—
(24,118)
—
(30,777) $
(6,400) $
(19)
—
(28,042)
—
(34,461) $
52
Terminalling and Storage Segment
Comparative Results of Operations for the Years Ended December 31, 2020 and 2019
Revenues:
Services
Products
Total revenues
Cost of products sold
Operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Other operating income (loss), net
Gain on involuntary conversion of property, plant and equipment
Operating income
Year Ended December 31,
2020
2019
(In thousands)
$
$
87,661 $
103,380
191,041
93,980 $
122,333
216,313
87,495
50,421
6,159
29,489
17,477
6,429
63
23,969 $
107,081
53,279
5,997
30,952
19,004
(1,334)
—
17,670 $
Shore-based throughput volumes (guaranteed minimum) (gallons)
Smackover refinery throughput volumes (guaranteed minimum BBL per day)
80,000
6,500
80,000
6,500
Variance
Percent Change
(6,319)
(18,953)
(25,272)
(19,586)
(2,858)
162
(1,463)
(1,527)
7,763
63
6,299
—
—
(7)%
(15)%
(12)%
(18)%
(5)%
3%
(5)%
(8)%
582%
36%
—%
—%
Services revenues. Services revenue decreased $6.3 million, of which $3.8 million was primarily a result of expiring capital recovery fees at our
Smackover refinery and decreased fees related to a crude pipeline gathering rate adjustment. In addition, revenue from shore-based terminals decreased $2.1
million primarily due to decreased throughput of $3.2 million and consigned lube revenue of $0.6 million, offset by $1.0 million related to contract termination
fees, and $0.8 million in space rental income. Revenue from specialty terminals decreased $0.3 million due to $1.2 million in decreased throughput rates, offset by
$0.8 million related to a new contract.
Products revenues. A 22% decrease in lubricant sales volumes combined with a 13% decrease in average sales price at our shore-based terminals resulted
in a $10.3 million decrease to products revenues. In addition, a 7% decrease in average sales price combined with a 2% decrease in sales volumes at our blending
and packaging facilities resulted in an $8.8 million decrease in products revenues.
Cost of products sold. A 22% decrease in sales volumes combined with a 14% decrease in average cost per gallon at our shore-based terminals resulted in
a $9.8 million decrease in cost of products sold. In addition, an 11% decrease in average cost per gallon combined with a 2% decrease in sales volume at our
blending and packaging facilities resulted in a $9.7 million decrease in cost of products sold.
Operating expenses. Operating expenses decreased $2.9 million, primarily as a result of decreases in repairs and maintenance of $1.0 million,
miscellaneous operating expenses of $0.8, compensation expense of $0.7 million, and professional fees of $0.3 million across our terminals.
Selling, general and administrative expenses. Selling, general and administrative expenses increased primarily as a result of an increase in legal expenses.
Depreciation and amortization. The decrease in depreciation and amortization is due to the disposition of assets at several closed shore-based facilities,
offset by recent capital expenditures.
Other operating income (loss), net. Other operating income (loss), net represents gains and losses from the disposition of property, plant and equipment.
53
Gain on involuntary conversion of property, plant and equipment. The $0.1 million gain on involuntary conversion of property, plant and equipment is
due to insurance proceeds received related to structural damage of terminalling assets during a weather incident at our Neches Terminal in May of 2019.
Transportation Segment
Comparative Results of Operations for the Years Ended December 31, 2020 and 2019
Revenues
Operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Other operating loss, net
Operating income
Year Ended December 31,
2020
2019
(In thousands)
$
$
150,285 $
122,064
8,245
17,505
2,471
(690)
1,781 $
183,740 $
141,713
8,199
15,307
18,521
(1,691)
16,830 $
Variance
Percent Change
(33,455)
(19,649)
46
2,198
(16,050)
1,001
(15,049)
(18)%
(14)%
1%
14%
(87)%
59%
(89)%
Marine Transportation Revenues. Inland revenues decreased $11.2 million, primarily related to a decrease in tows, transportation rates and utilization. In
addition, offshore revenue decreased $2.4 million due to a decrease in transportation rates and utilization. Revenue was also impacted by a decrease in pass-
through revenue (primarily fuel) of $3.3 million.
Land Transportation Revenues. An 11% decrease in miles of product transported resulted in a decrease to freight revenue of $11.5 million. Transportation
rates increased 2% resulting in an offsetting increase of $1.5 million. Additionally, fuel surcharge revenue decreased $6.6 million.
Operating expenses. The decrease in operating expenses is primarily a result of decreased pass through expenses (primarily fuel) of $8.5 million, compensation
expense of $8.1 million, repairs and maintenance of $2.1 million, and outside services of $0.7 million.
Selling, general and administrative expenses. Selling, general and administrative expenses remained relatively consistent.
Depreciation and amortization. Depreciation and amortization increased as a result of recent capital expenditures offset by asset disposals.
Other operating income (loss), net. Other operating loss represents losses from the disposition of property, plant and equipment.
54
Sulfur Services Segment
Comparative Results of Operations for the Years Ended December 31, 2020 and 2019
Revenues:
Services
Products
Total revenues
Cost of products sold
Operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Other operating income, net
Gain on involuntary conversion of property, plant and equipment
Operating income
Sulfur (long tons)
Fertilizer (long tons)
Sulfur services volumes (long tons)
$
$
Year Ended December 31,
2020
2019
(In thousands)
11,659 $
96,361
108,020
11,434 $
99,906
111,340
62,920
10,891
4,791
12,012
17,406
6,751
4,844
29,001 $
642.0
275.0
917.0
71,806
10,639
4,784
11,332
12,779
1,210
—
13,989 $
665.0
260.0
925.0
Variance
Percent Change
225
(3,545)
(3,320)
(8,886)
252
7
680
4,627
5,541
4,844
15,012
(23.0)
15.0
(8.0)
2%
(4)%
(3)%
(12)%
2%
—%
6%
36%
458%
107%
(3)%
6%
(1)%
Services Revenues. Services revenues increased slightly as a result of a contractually prescribed, index-based fee adjustment.
Products Revenues. Products revenues decreased $2.7 million as a result of a 3% decline in average sulfur services sales prices. Products revenues
decreased an additional $0.8 million due to a 1% decrease in sales volumes, primarily related to a 3% decrease in sulfur volumes.
Cost of products sold. A 12% decline in product cost impacted cost of products sold by $8.3 million, resulting from a decrease in commodity prices. A
1% decrease in sales volumes resulted in an additional decrease in cost of products sold of $0.5 million. Margin per ton increased $6.09, or 20%.
Operating expenses. Our operating expenses increased $0.4 million due to insurance claims and $0.4 million due to outside towing. Offsetting were
decreases in marine fuel and lube of $0.3 million, assist tugs of $0.1 million and repairs and maintenance of $0.1 million.
Selling, general and administrative expenses. Selling, general and administrative expenses remained relatively consistent.
Depreciation and amortization. Depreciation and amortization expense increased $0.7 million as a result of recent capital expenditures.
Other operating income (loss), net. Other operating income, net increased $2.7 million as a result of business interruption recoveries related to downtime
associated with the Neches ship-loader insurance claim received in the first quarter of 2020. An additional $4.1 million increase is related to a net gain from the
disposition of property, plant and equipment.
Gain on involuntary conversion of property, plant and equipment. The $4.8 million gain is primarily due to insurance proceeds received related to
structural damage of our ship-loader assets during a weather incident at our Neches Terminal in May of 2019.
55
Natural Gas Liquids Segment
Comparative Results of Operations for the Years Ended December 31, 2020 and 2019
Year Ended December 31,
Products Revenues
Cost of products sold
Operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Other operating income (loss), net
Operating income
NGLs Volumes (barrels)
$
$
2020
2019
(In thousands)
366,502
341,800
6,300
4,739
2,469
11,194
16,402
27,596 $
247,484 $
228,345
3,008
4,013
2,456
9,662
(2)
9,660 $
Variance
Percent Change
(119,018)
(113,455)
(3,292)
(726)
(13)
(1,532)
(16,404)
(17,936)
(32)%
(33)%
(52)%
(15)%
(1)%
(14)%
(100)%
(65)%
9,231
9,820
(589)
(6)%
Products Revenues. Our NGL average sales price per barrel decreased $10.51, or 28%, resulting in a decrease to products revenues of $103.2 million. The
decrease in average sales price per barrel was a result of a decrease in market prices. Product sales volumes decreased 6%, decreasing revenues $15.8 million.
Cost of products sold. Our average cost per barrel decreased $10.07, or 29%, decreasing cost of products sold by $98.9 million. The decrease in average cost
per barrel was a result of a decrease in market prices. The decrease in sales volume of 6% resulted in a $14.6 million decrease to cost of products sold. Our
margins decreased $0.44 per barrel, or 18% during the period.
Operating expenses. Operating expenses decreased $2.3 million related to the divestiture of assets and the elimination of the associated expenses. In addition,
operating expenses decreased $1.0 million related to the settlement of an insurance claim for less than anticipated.
Selling, general and administrative expenses. Selling, general and administrative expenses decreased $0.7 million as a result of decreased compensation
expense.
Other operating income (loss), net. Other operating income (loss), net represents the gains associated with the disposition of the East Texas Pipeline in 2019.
56
Interest Expense
Comparative Components of Interest Expense, Net for the Years Ended December 31, 2020 and 2019
Revolving credit facility
7.250% senior unsecured notes
11.5% senior secured notes
10.0% senior secured notes
Amortization of deferred debt issuance costs
Amortization of debt premium
Other
Finance leases
Capitalized interest
Interest income
Total interest expense, net
Indirect Selling, General and Administrative Expenses
Year Ended December 31,
2020
2019
(In thousands)
Variance
Percent Change
$
$
8,719 $
16,969
13,151
2,105
3,422
(191)
1,787
291
(43)
—
46,210 $
18,550 $
27,101
—
—
4,041
(306)
1,728
672
(5)
(91)
51,690 $
(9,831)
(10,132)
13,151
2,105
(619)
115
59
(381)
(38)
91
(5,480)
(53)%
(37)%
(15)%
38%
3%
(57)%
(760)%
100%
(11)%
Year Ended December 31,
2020
2019
(In thousands)
Variance
Percent Change
Indirect selling, general and administrative expenses
$
17,909 $
17,981 $
(72)
—%
Indirect selling, general and administrative expenses remained consistent from 2019 to 2020.
Martin Resource Management Corporation allocates to us a portion of its indirect selling, general and administrative expenses for services such as accounting,
treasury, clerical, engineering, legal, billing, information technology, administration of insurance, general office expenses and employee benefit plans and other
general corporate overhead functions we share with Martin Resource Management Corporation's retained businesses. This allocation is based on the percentage of
time spent by Martin Resource Management Corporation personnel that provide such centralized services. GAAP also permits other methods for allocation of these
expenses, such as basing the allocation on the percentage of revenues contributed by a segment. The allocation of these expenses between Martin Resource
Management Corporation and us is subject to a number of judgments and estimates, regardless of the method used. We can provide no assurances that our method
of allocation, in the past or in the future, is or will be the most accurate or appropriate method of allocation for these expenses. Other methods could result in a
higher allocation of selling, general and administrative expense to us, which would reduce our net income.
Under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate
overhead expenses. The board of directors of our general partner approved the following reimbursement amounts:
Board approved reimbursement amount
$
16,410 $
16,657 $
(247)
(1)%
The amounts reflected above represent our allocable share of such expenses. The board of directors of our general partner will review and approve future
adjustments in the reimbursement amount for indirect expenses, if any, annually.
Year Ended December 31,
2020
2019
(In thousands)
Variance
Percent Change
57
Liquidity and Capital Resources
General
Our primary sources of liquidity to meet operating expenses, service our indebtedness, pay distributions to our unitholders and fund capital expenditures have
historically been cash flows generated by our operations, borrowings under our revolving credit facility and access to debt and equity capital markets, both public
and private. Set forth below is a description of our cash flows for the periods indicated.
Cash Flows - Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
The following table details the cash flow changes between the years ended December 31, 2020 and 2019:
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
Net decrease in cash and cash equivalents
Years Ended December 31,
2020
2019
(In thousands)
Variance
Percent Change
$
$
64,785 $
2,604
(65,287)
75,815 $
174,828
(248,087)
2,102 $
2,556 $
(11,030)
(172,224)
182,800
(454)
(15)%
(99)%
74%
(18)%
Net cash provided by operating activities. The decrease in net cash provided by operating activities for the year ended December 31, 2020 includes a $7.8
million decrease in net cash received from discontinued operating activities, a decrease in operating results of $11.3 million, and an unfavorable variance in other
non-current assets and liabilities of $0.9 million. An additional $6.0 million decrease in other non-cash charges was primarily due to a $4.9 million gain on
involuntary conversion of property, plant and equipment. Offsetting this decrease was a favorable variance in working capital of $15.0 million.
Net cash provided by investing activities. Net cash provided by investing activities for the year ended December 31, 2020 decreased $172.2 million. Cash
received from discontinued investing activities decreased $209.2 million. Offsetting such decrease, net proceeds from the sale of property, plant and equipment
increased $4.5 million and proceeds received from the involuntary conversion of property, plant and equipment increased $2.5 million. A decrease in cash used of
$6.2 million resulted from higher payments for capital expenditures and plant turnaround costs in 2019 as well as a decrease of $23.7 million in cash used resulting
from assets acquired from MTI in January of 2019.
Net cash used in financing activities. Net cash used in financing activities for the year ended December 31, 2020 decreased primarily as a result of a $102.4
million decrease in cash used related to excess purchase price over the carrying value of acquired assets in common control transactions during 2019. Additionally,
net payments of long-term borrowings decreased $35.3 million and cash distributions paid decreased $43.8 million. Offsetting such decrease, costs associated with
our credit facility increased $0.6 million.
58
Total Contractual Obligations
A summary of our total contractual obligations as of December 31, 2020 is as follows (dollars in thousands):
Type of Obligation
Revolving credit facility
7.25% senior unsecured notes, due 2021
10.0% senior secured notes, due 2024
11.5% senior secured notes, due 2025
Throughput commitment
Operating leases
Finance lease obligations
Interest payable on finance lease obligations
Interest payable on fixed long-term debt obligations
Total contractual cash obligations
Total
Obligation
Less than
One Year
Payments due by period
1-3
Years
3-5
Years
Due
Thereafter
$
$
148,000 $
28,790
53,750
291,970
9,711
26,379
2,996
35
157,633
719,264 $
— $
28,790
—
—
6,439
8,445
2,707
26
39,213
85,620 $
148,000 $
—
—
—
3,272
9,266
289
9
77,903
238,739 $
— $
—
53,750
291,970
—
2,838
—
—
40,517
389,075 $
—
—
—
—
—
5,830
—
—
—
5,830
The interest payable under our revolving credit facility is not reflected in the above table because such amounts depend on the outstanding balances and
interest rates, which vary from time to time.
Letter of Credit. At December 31, 2020, we had outstanding irrevocable letters of credit in the amount of $16.7 million, which were issued under our
revolving credit facility.
Off Balance Sheet Arrangements. We do not have any off-balance sheet financing arrangements.
Description of Our Indebtedness
Revolving Credit Facility
At December 31, 2020, we maintained a $300.0 million revolving credit facility which matures on August 31, 2023. On July 8, 2020, the Partnership
amended its revolving credit facility to, among other things, permit the Exchange Offer. Please see Note 16 in Part II of this Form 10-K for more information about
the July 8, 2020 amendment to our revolving credit facility ("the Credit Facility Amendment")..
As of December 31, 2020, we had $148.0 million outstanding under the revolving credit facility and $16.7 million of outstanding irrevocable letters of
credit, leaving a maximum available to be borrowed under our credit facility for future revolving credit borrowings and letters of credit of $135.3 million. After
giving effect to our then current borrowings, outstanding letters of credit and the financial covenants contained in our revolving credit facility, we had the ability to
borrow approximately $20.5 million in additional amounts thereunder as of December 31, 2020.
The revolving credit facility is used for ongoing working capital needs and general partnership purposes, and to finance permitted investments,
acquisitions and capital expenditures. During the year ended December 31, 2020, the outstanding balance of our revolving credit facility has ranged from a low of
$148.0 million to a high of $223.0 million.
The credit facility is guaranteed by substantially all of our subsidiaries. Obligations under the credit facility are secured by first priority liens on
substantially all of our assets and those of the guarantors, including, without limitation, inventory, accounts receivable, bank accounts, marine vessels, equipment,
fixed assets and the interests in our subsidiaries.
We may prepay all amounts outstanding under the credit facility at any time without premium or penalty (other than customary LIBOR breakage costs), subject
to certain notice requirements. The credit facility requires mandatory prepayments of amounts outstanding thereunder with excess cash that exceeds $25.0 million
and the net proceeds of certain asset sales, equity issuances and debt incurrences. If we sell assets and receive net cash proceeds in excess of $25.0 million, the
commitments of the lenders under the revolving credit facility will be reduced by $25.0 million.
Indebtedness under the credit facility bears interest at our option at the Eurodollar Rate (LIBOR), with a floor for LIBOR of 1%, plus an applicable margin, or
the Base Rate (the highest of the Federal Funds Rate plus 0.50%, the 30-day
59
Eurodollar Rate plus 1.0%, or the administrative agent’s prime rate) plus an applicable margin. We pay a per annum fee on all letters of credit issued under the
credit facility, and we pay a commitment fee per annum on the unused revolving credit commitments under the credit facility. The letter of credit fee, the
commitment fee and the applicable margins for our interest rate vary quarterly based on our Total Leverage Ratio (as defined in the Credit Facility Amendment,
being generally computed as the ratio of total funded debt to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash
charges) and are as follows as of December 31, 2020:
Leverage Ratio
Less than 3.00 to 1.00
Greater than or equal to 3.00 to 1.00 and less than 3.50 to 1.00
Greater than or equal to 3.50 to 1.00 and less than 4.00 to 1.00
Greater than or equal to 4.00 to 1.00 and less than 4.50 to 1.00
Greater than or equal to 4.50 to 1.00 and less than 5.00 to 1.00
Greater than or equal to 5.00 to 1.00
Base Rate Loans
1.75 %
2.00 %
2.25 %
2.50 %
2.75 %
3.00 %
Eurodollar
Rate
Loans
2.75 %
3.00 %
3.25 %
3.50 %
3.75 %
4.00 %
Letters of Credit
2.75 %
3.00 %
3.25 %
3.50 %
3.75 %
4.00 %
The applicable margin for LIBOR borrowings at December 31, 2020 is 3.75%, with a 1% floor for LIBOR.
The credit facility includes financial covenants that are tested on a quarterly basis, based on the rolling four quarter period that ends on the last day of each fiscal
quarter.
In addition, the credit facility contains various covenants, which, among other things, limit our and our subsidiaries’ ability to: (i) grant or assume liens;
(ii) make investments (including investments in our joint ventures) and acquisitions; (iii) enter into certain types of hedging agreements; (iv) incur or assume
indebtedness; (v) sell, transfer, assign or convey assets; (vi) repurchase our equity, make distributions (including a limit on our ability to make quarterly
distributions to unitholders in excess of $0.005 per unit unless our Total Leverage Ratio (as defined in the Credit Facility Amendment) is below 3.75:1:00) and
certain other restricted payments; (vii) change the nature of our business; (viii) engage in transactions with affiliates; (ix) enter into certain burdensome
agreements; (x) make certain amendments to the Omnibus Agreement and our material agreements; and (xi) permit our joint ventures to incur indebtedness or
grant certain liens.
The credit facility contains customary events of default, including, without limitation: (i) failure to pay any principal, interest, fees, expenses or other amounts
when due; (ii) failure to meet the quarterly financial covenants; (iii) failure to observe any other agreement, obligation, or covenant in the credit facility or any
related loan document, subject to cure periods for certain failures; (iv) the failure of any representation or warranty to be materially true and correct when made;
(v) our, or any of our subsidiaries’ default under other indebtedness that exceeds a threshold amount; (vi) bankruptcy or other insolvency events involving us or
any of our subsidiaries; (vii) judgments against us or any of our subsidiaries, in excess of a threshold amount; (viii) certain ERISA events involving us or any of
our subsidiaries, in excess of a threshold amount; (ix) a change in control (as defined in the credit facility); and (x) the invalidity of any of the loan documents or
the failure of any of the collateral documents to create a lien on the collateral.
The credit facility also contains certain default provisions relating to Martin Resource Management Corporation. If Martin Resource Management Corporation
no longer controls our general partner, the lenders under the credit facility may declare all amounts outstanding thereunder immediately due and payable. In
addition, an event of default by Martin Resource Management Corporation under its credit facility could independently result in an event of default under our
credit facility if it is deemed to have a material adverse effect on us.
If an event of default relating to bankruptcy or other insolvency events occurs with respect to us or any of our subsidiaries, all indebtedness under our credit
facility will immediately become due and payable. If any other event of default exists under our credit facility, the lenders may terminate their commitments to
lend us money, accelerate the maturity of the indebtedness outstanding under the credit facility and exercise other rights and remedies. In addition, if any event of
default exists under our credit facility, the lenders may commence foreclosure or other actions against the collateral.
60
2025 Senior Secured Notes and Indenture
General
Pursuant to the Exchange Offer, we and Martin Midstream Finance Corp., our wholly owned subsidiary (collectively the "Issuers") issued $292.0 million
in aggregate principal amount of the Issuers’ 11.50% senior secured second lien notes due 2025 (the "2025 Notes"), the 2025 Notes were issued to eligible holders
that participated in the Exchange Offer pursuant to an indenture, dated as of August 12, 2020 (the "2025 Notes Indenture"), among the Issuers, the guarantors party
thereto, U.S. Bank National Association, as trustee, and U.S. Bank National Association as collateral trustee.
The 2025 Notes are guaranteed on a full, joint and several basis by each of the Partnership’s existing domestic restricted subsidiaries (other than Martin
Midstream Finance Corp. and Talen’s Marine & Fuel, LLC) and will be guaranteed in the future by any domestic restricted subsidiaries, in each case, if and so
long as such entity guarantees (or is an obligor with respect to) any other indebtedness for borrowed money of either the Issuers or any guarantor. The 2025 Notes
and the guarantees thereof are secured on a third-priority basis by a lien on substantially all assets of the Issuers and the guarantors, subject to the terms of an
intercreditor agreement (the "Intercreditor Agreement") and certain other exceptions.
The 2025 Notes and the guarantees thereof are, pursuant to the Intercreditor Agreement, secured by third-priority liens and thus are effectively junior to
any obligations under our credit facility, which are secured on a "first-lien" basis, and effectively junior to any obligations under the 2024 Notes Indenture (as
defined below), which are secured on a "second-lien" basis, in each case, to the extent of the value of the collateral securing such first-lien obligations, second-lien
obligations and third-lien obligations. The 2025 Notes and the guarantees thereof rank effectively senior to all of our existing and future unsecured indebtedness to
the extent of the value of the collateral securing the 2025 Notes and such guarantees.
Maturity and Interest
The 2025 Notes will mature on February 28, 2025. Interest on the 2025 Notes accrues at a rate of 11.50% per annum and is payable semi-annually in cash
in arrears on February 15 and August 15 of each year, commencing on February 15, 2021.
Redemption
At any time prior to August 12, 2022, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2025
Notes issued under the 2025 Notes Indenture at a redemption price of 111.5% of the principal amount of the 2025 Notes, plus accrued and unpaid interest to the
redemption date, with an amount of cash equal to the net cash proceeds of certain equity offerings. On or after August 12, 2022, the Issuers may redeem all or part
of the 2025 Notes at redemption prices equal to 100%, plus accrued and unpaid interest up to, but not including, the redemption date. In addition, at any time prior
to August 12, 2022, the Issuers may redeem all or a part of the 2025 Notes at a redemption price equal to 100% of the principal amount of the 2025 Notes to be
redeemed plus a make-whole premium, plus accrued and unpaid interest up to, but not including, the redemption date.
Also, if at the end of any fiscal year (commencing with the fiscal year ending December 31, 2021) the Total Leverage Ratio (as defined in the Credit
Facility Amendment) is greater than 3.75:1:00, the Issuers will use 25% of any excess annual cash flow (as defined in the 2025 Notes Indenture) to make an offer
to all holders of the 2025 Notes to purchase the 2025 Notes at 100% of the principal amount thereof; provided, however, the Issuers, in their sole discretion, can
allocate up to 100% of excess cash flow to offer to repurchase the 2025 Notes at 100% of the principal amount thereof, subject to restrictions in the revolving
credit facility on prepaying junior debt.
Certain Covenants and Events of Default
The 2025 Notes Indenture contains customary covenants restricting the Partnership’s ability and the ability of its restricted subsidiaries to: (i) pay
distributions on, purchase or redeem its common units or purchase or redeem its subordinated debt; (ii) incur or guarantee additional indebtedness or issue certain
kinds of preferred equity securities; (iii) create or incur certain liens securing indebtedness; (iv) sell assets, including dispositions of the collateral securing the
2025 Notes; (v) consolidate, merge or transfer all or substantially all of its assets; (vi) enter into transactions with affiliates; and (vii) enter into agreements that
restrict distributions or other payments from its restricted subsidiaries to the Partnership. The 2025 Notes Indenture also contains customary events of default and
acceleration provisions relating to such events of default, which provide that upon an event of default under the 2025 Notes Indenture, U.S. Bank National
Association, as trustee, or the holders of at least 25% in aggregate principal amount of the then outstanding 2025 Notes may declare all of the 2025 Notes to be due
61
and payable immediately and, subject to the terms of the Intercreditor Agreement, foreclose upon the collateral for the 2025 Notes.
2024 Senior Secured Notes and Indenture
General
Pursuant to the rights offering in connection with the Exchange Offer, the Issuers issued $53.8 million aggregate principal amount of the Issuers’ 10.00%
senior secured 1.5 lien notes due 2024 (the "2024 Notes"). The 2024 Notes were issued to eligible holders that participated in the Exchange Offer pursuant to an
indenture, dated as of August 12, 2020 (the "2024 Notes Indenture"), among the Issuers, the guarantors party thereto, U.S. Bank National Association, as trustee,
and U.S. Bank National Association as collateral trustee.
The 2024 Notes are guaranteed on a full, joint and several basis by the guarantors of the 2025 Notes and will be guaranteed in the future by any domestic
restricted subsidiaries, in each case, if and so long as such entity guarantees (or is an obligor with respect to) any other indebtedness for borrowed money of either
the Issuers or any guarantor. The 2024 Notes and the guarantees thereof are secured on a second-priority basis by a lien on substantially all assets of the Issuers and
the guarantors, subject to the terms of the Intercreditor Agreement and certain other exceptions.
The 2024 Notes and the guarantees thereof are, pursuant to the Intercreditor Agreement, secured by second-priority liens and thus are effectively junior to
any obligations under the Credit Facility, which are secured on a "first-lien" basis, and are effectively senior to the obligations under the 2025 Notes Indenture,
which are secured on a "third-lien" basis, in each case, to the extent of the value of the collateral securing such first-lien, second-lien obligations and third-lien
obligations. The 2024 Notes and the guarantees thereof rank effectively senior to all of the Issuers’ existing and future unsecured indebtedness to the extent of the
value of the collateral securing the 2024 Notes and such guarantees.
Maturity and Interest
The 2024 Notes will mature on February 29, 2024. Interest on the 2024 Notes accrues at a rate of 10.00% per annum and is payable semi-annually in cash
in arrears on February 15 and August 15 of each year, commencing on February 15, 2021.
Redemption
At any time prior to August 12, 2021, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2024
Notes issued under the 2024 Notes Indenture at a redemption price of 110% of the principal amount of the 2024 Notes, plus accrued and unpaid interest to the
redemption date, with an amount of cash equal to the net cash proceeds of certain equity offerings. On or after August 12, 2021, the Issuers may redeem all or part
of the 2024 Notes at redemption prices (expressed as percentages of the principal amount) equal to (i) 102% for the twelve-month period beginning on August 12,
2021; (ii) 101% for the twelve-month period beginning on August 12, 2022 and (iii) 100% at any time thereafter, plus accrued and unpaid interest up to, but not
including, the redemption date. In addition, at any time prior to August 12, 2021, the Issuers may redeem all or a part of the 2024 Notes at a redemption price equal
to 100% of the principal amount of the 2024 Notes to be redeemed plus a make-whole premium, plus accrued and unpaid interest up to, but not including, the
redemption date.
Certain Covenants and Events of Default
The 2024 Notes Indenture contains covenants that are substantially the same as those contained in the 2025 Notes Indenture described above.
2021 Senior Notes and Indenture
The Issuers entered into an Indenture, dated as of February 11, 2013. among the Issuers, certain subsidiary guarantors and Wells Fargo Bank, National
Association, as trustee, under which the Issuers issued $400.0 million in aggregate principal amount of their 7.25% senior unsecured notes due 2021 (the "2021
Notes"). In 2015, we repurchased on the open market and subsequently retired an aggregate $26.2 million of our outstanding 2021 Notes. In 2020, we repurchased
on the open market and subsequently retired an aggregate $9.3 million of our outstanding 2021 Notes. On August 12, 2020, we completed the Exchange Offer and
Cash Tender Offer. In connection with the completion of the Exchange Offer and consent solicitation to certain eligible holders of the 2021 Notes, on August 12,
2020, we entered into a supplemental indenture to eliminate
62
substantially all of the restrictive covenants in the indenture governing the 2021 Notes. On February 15, 2021, our 2021 Notes matured and we retired the
outstanding balance of $28.8 million using proceeds from our revolving credit facility.
Capital Resources and Liquidity
Historically, we have generally satisfied our working capital requirements and funded our debt service obligations and capital expenditures with cash
generated from operations and borrowings under our revolving credit facility.
At December 31, 2020, we had cash and cash equivalents of $5.0 million and available borrowing capacity of $20.5 million under our revolving credit facility
with $148.0 million of borrowings outstanding. Our revolving credit facility matures on August 31, 2023.
We expect that our primary sources of liquidity to meet operating expenses, service our indebtedness, pay distributions to our unitholders and fund capital
expenditures will be provided by cash flows generated by our operations, borrowings under our revolving credit facility and access to the debt and equity capital
markets. Our ability to generate cash from operations will depend upon our future operating performance, which is subject to certain risks. For a discussion of
such risks, please read "Item 1A. Risk Factors" of this Form 10-K. In addition, due to the covenants in our revolving credit facility, our financial and operating
performance impacts the amount we are permitted to borrow under that facility.
The Partnership is in compliance with all debt covenants as of December 31, 2020 and expects to be in compliance for the next twelve months.
Interest Rate Risk
We are subject to interest rate risk on our credit facility due to the variable interest rate and may enter into interest rate swaps to reduce this variable rate
risk.
Seasonality
A substantial portion of our revenues is dependent on sales prices of products, particularly NGLs and fertilizers, which fluctuate in part based on winter and
spring weather conditions. The demand for NGLs is strongest during the winter heating season and the refinery blending season. The demand for fertilizers is
strongest during the early spring planting season. However, our Terminalling and Storage and Transportation business segments and the molten sulfur business are
typically not impacted by seasonal fluctuations and a significant portion of our net income is derived from our Terminalling and Storage, Sulfur Services and
Transportation business segments. Further, extraordinary weather events, such as hurricanes, have in the past, and could in the future, impact our Terminalling and
Storage, Sulfur Services, and Transportation business segments.
Impact of Inflation
Inflation did not have a material impact on our results of operations in 2020, 2019 or 2018. Although the impact of inflation has been insignificant in
recent years, it is still a factor in the U.S. economy and may increase the cost to acquire or replace property, plant and equipment. It may also increase the costs of
labor and supplies. In the future, increasing energy prices could adversely affect our results of operations. Diesel fuel, natural gas, chemicals and other supplies are
recorded in operating expenses. An increase in price of these products would increase our operating expenses which could adversely affect net income. We cannot
provide assurance that we will be able to pass along increased operating expenses to our customers.
Environmental Matters
Our operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which these operations are
conducted. We incurred no material environmental costs, liabilities or expenditures to mitigate or eliminate environmental contamination during 2020, 2019 or
2018.
63
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Commodity Risk. The Partnership from time to time uses derivatives to manage the risk of commodity price fluctuation. Commodity risk is the adverse effect on
the value of a liability or future purchase that results from a change in commodity price. We have established a hedging policy and monitor and manage the
commodity market risk associated with potential commodity risk exposure. In addition, we focus on utilizing counterparties for these transactions whose financial
condition is appropriate for the credit risk involved in each specific transaction.
We have entered into hedging transactions as of December 31, 2020 to mitigate a portion of our commodity price risk exposure. These hedging arrangements
are in the form of swaps for NGLs. We have instruments totaling a gross notional quantity of 137,000 barrels settling during the period from January 31, 2021
through February 28, 2021. These instruments settle against the applicable pricing source for each grade and location. These instruments are recorded on our
Consolidated Balance Sheets at December 31, 2020 in "Fair value of derivatives" as a current liability of $0.2 million. Based on the current net notional volume
hedged as of December 31, 2020, a $0.10 change in the expected settlement price of these contracts would result in an impact of $0.6 million to the Partnership's
net income.
Interest Rate Risk. Borrowings under our revolving credit facility are at variable rates and include a LIBOR floor of 1.00%. Our revolving credit facility
had a weighted-average interest rate of 4.75% as of December 31, 2020. Based on the amount of unhedged floating rate debt owed by us on December 31, 2020,
the impact of a 100 basis point increase in interest rates on this amount of debt would result in an increase in interest expense and a corresponding decrease in net
income of approximately $0.2 million annually.
We are not exposed to changes in interest rates with respect to our 2021 Notes, 2024 Notes and 2025 Notes as these obligations are fixed rate. Based on
the quoted prices for identical liabilities in markets that are not active at December 31, 2020, the estimated fair value of the 2021 Notes, 2024 Notes and 2025
Notes was $28.6 million, $55.2 million and $288.7 million, respectively. Market risk is estimated as the potential decrease in fair value of our long-term debt
resulting from a hypothetical increase of a 100 basis point increase in interest rates. Such an increase in interest rates at December 31, 2020 would result in a $0.5
million decrease in the fair value of our 2021 Notes, a $0.9 million decrease in the fair value of our 2024 Notes, and a $5.0 million decrease in the fair value of our
2025 Notes. On February 15, 2021, our 2021 Notes matured and we retired the outstanding balance of $28.8 million using our revolving credit facility.
64
Item 8.
Financial Statements and Supplementary Data
The following financial statements of Martin Midstream Partners L.P. (Partnership) are listed below:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Changes in Capital (Deficit) for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Page
66
68
69
72
73
74
65
Report of Independent Registered Public Accounting Firm
To the Unitholders and Board of Directors
Martin Midstream Partners L.P. and Martin Midstream GP LLC:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Martin Midstream Partners L.P. and subsidiaries (the Partnership) as of December 31, 2020 and
2019, the related consolidated statements of operations, changes in capital (deficit), and cash flows for each of the years in the three-year period ended December
31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Partnership as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the
years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
Change in Accounting Principle
As discussed in note 3 to the consolidated financial statements, the Partnership has changed its method of accounting for leases in 2019 due to the adoption of
Accounting Standards Codification 842, Leases.
Basis for Opinion
These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated
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 Partnership 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. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Partnership 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 Partnership’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 consolidated 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
consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or
required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the
consolidated 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.
Valuation of goodwill for the terminalling and storage reporting unit
As discussed in Notes 2 and 9 to the consolidated financial statements, the goodwill balance as of December 31, 2020 was $16,823 thousand, of which $10,985
thousand related to the terminalling and storage reporting unit. The Partnership performs goodwill impairment testing on an annual basis and more often if events
or circumstances indicate there may be impairment. During the first quarter of 2020, the Partnership determined that triggering events, including declines in the
market price of its units and the economic downturn, required an evaluation of goodwill at March 31, 2020. The fair value of the reporting unit was determined
using a combination of income and market approach methods. The Partnership determined that goodwill was not impaired based on both its interim and annual
evaluations.
66
We identified the evaluation of the goodwill impairment assessments for the terminalling and storage reporting unit as a critical audit matter. Significant auditor
judgment was required to evaluate the discounted cash flow projections used in the determinations of fair value, specifically assumptions related to forecasted
revenues, earnings before interest, taxes, depreciation, and amortization (EBITDA), and the discount rates. These assumptions were challenging to test as the
estimated fair values of the terminalling and storage reporting unit were sensitive to possible changes to such assumptions. The audit effort to evaluate the discount
rates used in the income approaches and the market multiples used in the market approaches required specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the Partnership’s forecasted revenues and EBITDA by
comparing them to historical results and analyst reports, considering the portion of revenues and EBITDA projections supported by long-term, fixed fee contracts
and the portion impacted by current market conditions. We compared historical forecasts of revenues and EBITDA to actual results to assess the Company’s ability
to estimate such amounts. We performed sensitivity analyses over forecasted revenues and EBITDA and the discount rates to assess their impact on the
Partnership’s determinations of the fair value of the reporting unit.
In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:
–
–
–
–
evaluating the discount rates used in the terminalling and storage reporting unit’s discounted cash flow models, by comparing them against discount rate
ranges that were independently developed using publicly available market data for comparable entities
evaluating the market multiples used within the guideline public company methods, by developing independent calculations of the guideline comparable
companies’ multiples using publicly available market data
evaluating the market multiples used within the guideline transaction methods, by comparing against independent transaction searches of publicly
available market data from the previous two years
evaluating the control premiums implied in reconciling the sum of the fair values of the individual reporting units with the Partnership’s market
capitalizations, by comparing against implied control premiums based on publicly available market data.
/s/ KPMG LLP
We have served as the Partnership’s auditor since 2002.
Dallas, Texas
March 3, 2021
67
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
December 31,
2020
2019
Assets
Cash
Trade and accrued accounts receivable, less allowance for doubtful accounts of $261 and $532, respectively
Inventories
Due from affiliates
Other current assets
Assets held for sale
Total current assets
Property, plant and equipment, at cost
Accumulated depreciation
Property, plant and equipment, net
Goodwill
Right-of-use assets
Deferred income taxes, net
Intangibles and other assets, net
Liabilities and Partners’ Capital (Deficit)
Current portion of long term debt and finance lease obligations
Trade and other accounts payable
Product exchange payables
Due to affiliates
Income taxes payable
Fair value of derivatives
Other accrued liabilities
Total current liabilities
Long-term debt, net
Finance lease obligations
Operating lease liabilities
Other long-term obligations
Total liabilities
Commitments and contingencies
Partners’ capital (deficit)
Total partners’ capital (deficit)
See accompanying notes to consolidated financial statements.
68
$
$
$
$
4,958 $
52,748
54,122
14,807
8,991
—
135,626
889,108
(509,237)
379,871
16,823
22,260
22,253
2,805
579,638 $
31,497 $
51,900
373
435
556
207
34,407
119,375
484,597
289
15,181
7,067
626,509
(46,871)
(46,871)
579,638 $
2,856
87,254
62,540
17,829
5,833
5,052
181,364
884,728
(467,531)
417,197
17,705
23,901
23,422
3,567
667,156
6,758
64,802
4,322
1,470
472
667
28,789
107,280
569,788
717
16,656
8,911
703,352
(36,196)
(36,196)
667,156
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per unit amounts)
Revenues:
Terminalling and storage *
Transportation *
Sulfur services
Product sales: *
Natural gas liquids
Sulfur services
Terminalling and storage
Total revenues
Costs and expenses:
Cost of products sold: (excluding depreciation and amortization)
Natural gas liquids *
Sulfur services *
Terminalling and storage *
Expenses:
Operating expenses *
Selling, general and administrative *
Impairment of long-lived assets
Impairment of goodwill
Depreciation and amortization
Total costs and expenses
Other operating income, net
Gain on involuntary conversion of property, plant and equipment
Operating income
Other income (expense):
Interest expense, net
Gain on retirement of senior unsecured notes
Loss on exchange of senior unsecured notes
Other, net
Total other income (expense)
Net income (loss) before taxes
Income tax expense
Income (loss) from continuing operations
Income (loss) from discontinued operations, net of income taxes
Net income (loss)
Less general partner's interest in net (income) loss
Less pre-acquisition income allocated to the general partner
Less (income) loss allocable to unvested restricted units
Limited partners' interest in net income (loss)
*Related Party Transactions Shown Below
See accompanying notes to consolidated financial statements.
Year Ended December 31,
2019
1
2018
2020
80,864
132,492
11,659
247,479
96,348
103,300
447,127
672,142
215,895
58,515
82,516
356,926
183,747
40,900
—
—
61,462
643,035
12,488
4,907
46,502
(46,210)
3,484
(8,817)
6
(51,537)
(5,035)
(1,736)
(6,771)
—
(6,771)
135
—
21
(6,615)
$
$
87,397
159,622
11,434
366,502
99,906
122,257
588,665
847,118
325,376
65,893
101,526
492,795
209,313
41,433
—
—
60,060
803,601
14,587
—
58,104
(51,690)
—
—
6
(51,684)
6,420
(1,900)
4,520
(179,466)
(174,946)
3,499
—
(41)
(171,488)
$
$
96,204
150,121
11,148
496,007
121,388
145,236
762,631
1,020,104
449,103
83,641
126,562
659,306
216,182
39,116
—
—
61,484
976,088
1,041
—
45,057
(52,349)
—
—
38
(52,311)
(7,254)
(577)
(7,831)
63,486
55,655
(882)
(11,550)
(28)
43,195
$
$
1
Financial information has been revised to include results attributable to MTI acquired from Martin Resource Management Corporation. See Note 2 – Significant Accounting
Policies and Practices.
69
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per unit amounts)
*Related Party Transactions Included Above
Revenues:
Terminalling and storage
Transportation
Product sales
Costs and expenses:
Cost of products sold: (excluding depreciation and amortization)
Sulfur services
Terminalling and storage
Expenses:
Operating expenses
Selling, general and administrative
See accompanying notes to consolidated financial statements.
Year Ended December 31,
2019
1
2018
2020
$
63,823 $
21,997
317
71,733 $
24,243
931
10,519
18,429
80,075
32,886
10,765
23,859
88,194
32,622
79,137
27,588
1,297
10,641
24,613
90,878
26,441
1
Financial information has been revised to include results attributable to MTI acquired from Martin Resource Management Corporation. See Note 2 – Significant Accounting
Policies and Practices.
70
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per unit amounts)
Allocation of net income (loss) attributable to:
Limited partner interest:
Continuing operations
Discontinued operations
General partner interest:
Continuing operations
Discontinued operations
Net income (loss) per unit attributable to limited partners:
Basic:
Continuing operations
Discontinued operations
Weighted average limited partner units - basic
Diluted:
Continuing operations
Discontinued operations
Year Ended December 31,
2019
1
2018
2020
$
$
$
$
$
$
$
$
(6,615) $
—
(6,615) $
(135) $
—
(135) $
4,430 $
(175,918)
(171,488) $
91 $
(3,590)
(3,499) $
(18,982)
62,177
43,195
(387)
1,269
882
(0.17) $
—
(0.17) $
0.11 $
(4.55)
(4.44) $
(0.49)
1.60
1.11
38,657
38,659
38,907
(0.17) $
—
(0.17) $
0.11 $
(4.55)
(4.44) $
(0.49)
1.60
1.11
Weighted average limited partner units - diluted
38,657
38,659
38,923
See accompanying notes to consolidated financial statements.
1
Financial information has been revised to include results attributable to MTI acquired from Martin Resource Management Corporation. See Note 2 – Significant Accounting
Policies and Practices.
71
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (DEFICIT)
(Dollars in thousands)
Partners’ Capital (Deficit)
Parent Net
Investment
Common
Units
Amount
General
Partner
Amount
Total
38,444,612
$
290,927
$
7,314
$
322,481
Balances – December 31, 2017
1
$
Net income
Issuance of common units, net
Issuance of time-based restricted units
Issuance of performance-based restricted units
Forfeiture of restricted units
General partner contribution
Cash distributions
Deemed distribution from Martin Resource Management Corporation
Reimbursement of excess purchase price over carrying value of acquired assets
Excess carrying value of the assets over the purchase price paid by Martin
Resource Management
Unit-based compensation
Purchase of treasury units
Balances – December 31, 2018
1
Net loss
Issuance of common units, net
Issuance of time-based restricted units
Forfeiture of restricted units
Cash distributions
Excess purchase price over carrying value of acquired assets
Deferred taxes on acquired assets and liabilities
Unit-based compensation
Purchase of treasury units
Contribution to parent
Balances – December 31, 2019
Net loss
Issuance of time-based restricted units
Forfeiture of restricted units
Cash distributions
Unit-based compensation
Purchase of treasury units
Balances – December 31, 2020
See accompanying notes to consolidated financial statements.
24,240
11,550
—
—
—
—
—
(12,070)
—
—
—
—
—
—
—
—
—
—
—
—
—
(23,720)
—
—
—
—
—
—
—
—
$
23,720
39,032,237
258,085
—
—
315,500
317,925
(27,000)
—
—
—
—
—
—
(18,800)
43,223
(118)
—
—
—
(76,872)
—
—
(26)
1,224
(273)
—
—
16,944
(154,288)
—
—
—
—
(31,504)
—
38,863.389
—
81,000
(85,467)
—
—
(7,748)
(171,447)
(289)
—
—
(48,111)
(102,393)
24,781
1,424
(392)
—
(38,342)
(6,636)
—
—
(5,211)
1,422
(9)
882
—
—
—
—
(1,569)
—
—
—
—
—
6,627
(3,499)
—
—
—
(982)
—
—
—
—
—
2,146
(135)
—
—
(106)
—
—
55,655
(118)
—
—
—
—
(78,441)
(12,070)
—
(26)
1,224
(273)
288,432
(174,946)
(289)
—
—
(49,093)
(102,393)
24,781
1,424
(392)
(23,720)
(36,196)
(6,771)
—
—
(5,317)
1,422
(9)
38,851,174
$
(48,776)
$
1,905
$
(46,871)
1
Financial information has been revised to include results attributable to MTI acquired from Martin Resource Management Corporation. See Note 2 – Significant Accounting Policies and
Practices.
72
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Year Ended December 31,
2020
2019
2018
1
Cash flows from operating activities:
Net income (loss)
Less: (Income) loss from discontinued operations
Net income (loss) from continuing operations
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
$
Depreciation and amortization
Amortization and write-off of deferred debt issue costs
Amortization of premium on notes payable
Deferred income tax expense
Gain on disposition or sale of property, plant, and equipment
Gain on involuntary conversion of property, plant and equipment
Gain on retirement of senior unsecured notes
Non-cash impact related to exchange of senior unsecured notes
Derivative (income) loss
Net cash (paid) received for commodity derivatives
Unit-based compensation
Change in current assets and liabilities, excluding effects of acquisitions and dispositions:
Accounts and other receivables
Product exchange receivables
Inventories
Due from affiliates
Other current assets
Trade and other accounts payable
Product exchange payables
Due to affiliates
Income taxes payable
Other accrued liabilities
Change in other non-current assets and liabilities
Net cash provided by continuing operating activities
Net cash provided by discontinued operating activities
Net cash provided by operating activities
Cash flows from investing activities:
Payments for property, plant, and equipment
Acquisitions, net of cash acquired
Payments for plant turnaround costs
Proceeds from sale of property, plant, and equipment
Proceeds from involuntary conversion of property, plant and equipment
Net cash provided by (used) in continuing investing activities
Net cash provided by (used in) discontinued investing activities
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Payments of long-term debt and finance lease obligations
Proceeds from long-term debt
Proceeds from issuance of common units, net of issuance related costs
Deemed contribution from (distribution to) Martin Resource Management
Excess purchase price over carrying value of acquired assets
Purchase of treasury units
Payments of debt issuance costs
Cash distributions paid
Net cash used in financing activities
Net increase in cash
Cash at beginning of year
Cash at end of year
See accompanying notes to consolidated financial statements.
(6,771)
—
(6,771)
61,462
3,422
(191)
1,169
(9,788)
(4,907)
(3,484)
(749)
8,209
(8,669)
1,422
30,741
—
5,264
2,932
(5,733)
(7,318)
(3,949)
(1,035)
84
4,144
(1,470)
64,785
—
64,785
(28,622)
—
(1,478)
25,154
7,550
2,604
—
2,604
(338,199)
282,019
—
—
—
(9)
(3,781)
(5,317)
(65,287)
$
$
(174,946)
179,466
4,520
60,060
4,041
(306)
1,360
(13,332)
—
—
—
5,137
(4,466)
1,424
62
166
21,493
1,822
(254)
(898)
(7,781)
(1,469)
27
(3,017)
(543)
68,046
7,769
75,815
(30,621)
(23,720)
(5,677)
20,660
5,031
(34,327)
209,155
174,828
(729,514)
638,000
(289)
—
(102,393)
(392)
(4,406)
(49,093)
(248,087)
55,655
(63,486)
(7,831)
61,484
3,445
(306)
208
(1,041)
—
—
—
(14,024)
13,948
1,224
29,085
(137)
13,370
5,961
1,485
(27,321)
555
99
(65)
(6,636)
1,206
74,709
30,321
105,030
(35,255)
—
(1,893)
11,483
—
(25,665)
173,287
147,622
(559,201)
399,000
(118)
(12,070)
(26)
(273)
(1,312)
(78,441)
(252,441)
211
89
300
2,102
2,856
4,958
$
2,556
300
2,856
$
$
1
Financial information has been revised to include results attributable to MTI acquired from Martin Resource Management Corporation. See Note 2 – Significant Accounting Policies and
Practices.
73
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Martin Midstream Partners L.P. (the "Partnership") is a publicly traded limited partnership with a diverse set of operations focused primarily in the United
States ("U.S.") Gulf Coast region. Its four primary business lines include: terminalling, processing, storage and packaging services for petroleum products and by-
products including the refining of naphthenic crude oil; land and marine transportation services for petroleum products and by-products, chemicals, and specialty
products; sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and NGL marketing, distribution, and transportation services.
The Partnership provides specialty services to major and independent oil and gas companies, independent refiners, large chemical companies, and other
wholesale purchasers of certain petroleum products and by-products, with significant business concentrated around the U.S. Gulf Coast refinery complex, which is
a major hub for petroleum refining, natural gas gathering and processing, and support services for the exploration and production industry. The petroleum products
and by-products the Partnership gathers, transports, stores and markets are produced primarily by major and independent oil and gas companies who often rely on
third parties, such as the Partnership, for the transportation and disposition of these products.
On August 30, 2013, Martin Resource Management Corporation completed the sale of a 49% non-controlling voting interest (50% economic interest) in MMGP
Holdings, LLC ("Holdings"), a newly-formed sole member of Martin Midstream GP LLC ("MMGP"), the general partner of the Partnership, to certain affiliated
investment funds managed by Alinda Capital Partners ("Alinda"). Upon closing the transaction, Alinda appointed two representatives to serve on the board of
directors of the general partner of the Partnership.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
(a) Principles of Presentation and Consolidation
The consolidated financial statements include the financial statements of the Partnership and its wholly-owned subsidiaries and equity method investees. In the
opinion of the management of the Partnership’s general partner, all adjustments and elimination of significant intercompany balances necessary for a fair
presentation of the Partnership’s results of operations, financial position and cash flows for the periods shown have been made. All such adjustments are of a
normal recurring nature. In addition, the Partnership evaluates its relationships with other entities to identify whether they are variable interest entities under
certain provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"), 810-10 and to assess whether it is the
primary beneficiary of such entities. If the determination is made that the Partnership is the primary beneficiary, then that entity is included in the consolidated
financial statements in accordance with ASC 810-10. No such variable interest entities exist as of December 31, 2020 or 2019.
Impact of COVID-19 Pandemic. Due to the economic impacts of the COVID-19 pandemic, the markets experienced a decline in oil prices in response to
oil demand concerns. These concerns were further exacerbated by the price war among members OPEC and other non-OPEC producer nations during the first
quarter of 2020 and global storage considerations. Travel restrictions and stay-at-home orders implemented by governments in many regions and countries across
the globe, including the United States, have greatly impacted the demand for refined products resulting in a significant reduction in refinery utilization, which has
impacted the Partnership's 2020 performance. This impact started in February of 2020 and continued through the end of the year, during which time the Partnership
has seen unfavorable trends in certain key metrics across several of its business lines compared to historical periods. The significant reduction in refinery
utilization as a result of reduced refined products demand significantly impacted the Partnership's Transportation and NGL segments. As the volume of products
produced or purchased by refineries has been reduced, demand for the Partnership's services has decreased.
Looking forward, we expect to continue to experience some adverse impacts of COVID-19 in our transportation segment during the first half of 2021 but
we believe that refinery utilization will continue to increase in the second half of 2021 as a result of widespread vaccinations, government stimulus, and a
rebounding economy. This should ultimately improve refined product demand as people get back to work and begin traveling again. We expect this will positively
impact our transportation segment as demand for our services improves.
Overall, the extent to which the duration and severity of the pandemic impacts our business, results of operations, and financial condition, will depend on
future developments, which are highly uncertain and cannot be predicted at this time.
74
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
Accordingly, it is possible that the impact of the pandemic could have a material adverse effect on the Partnership's results of operations, financial position and
cash flows for the year ended December 31, 2021 including the recoverability of long-lived assets and goodwill, the valuation of inventory, and the amount of
expected credit losses.
Management considered the impact of the pandemic on the assumptions and estimates used in the preparation of the financial statements. Management
identified triggering events requiring the performance of impairment testing of long-lived assets and goodwill related to both the performance of the Partnership's
unit price during the first quarter of 2020 and certain of the Partnership's businesses that are sensitive to reductions in refined product demand and refinery
utilization. As a result, the Partnership recorded impairment charges totaling $4,352 related to long-lived assets during the first quarter of 2020. See Note 5 for
more information. No impairments were identified related to goodwill. A sustained reduction in refinery demand and utilization could lead to future asset
impairments as well as adversely affect access to capital and financing to be able to meet future obligations. Management also assessed the extent to which the
current macroeconomic events brought about by the pandemic and significant declines in refined product demand impacted the valuation of expected credit losses
on accounts receivable and certain inventory items or resulted in modifications to any significant contracts. Ultimately the results of these assessments did not have
a material impact on the Partnership's results as of December 31, 2020.
Divestiture of Natural Gas Storage Assets. On June 28, 2019, the Partnership completed the sale of its membership interests in Arcadia Gas Storage,
LLC, Cadeville Gas Storage LLC, Monroe Gas Storage Company, LLC and Perryville Gas Storage LLC (the "Natural Gas Storage Assets") to Hartree Cardinal
Gas, LLC ("Hartree"), a subsidiary of Hartree Bulk Storage, LLC. The Natural Gas Storage Assets consist of approximately 50 billion cubic feet of working
capacity located in northern Louisiana and Mississippi. In consideration of the sale of the Natural Gas Storage Assets, the Partnership received cash proceeds of
$210,067 after transaction fees and expenses. The net proceeds were used to reduce outstanding borrowings under the Partnership's revolving credit facility. The
Partnership concluded the disposition represents a strategic shift and will have a major effect on its financial results going forward. As a result, the Partnership has
presented the results of operations and cash flows relating to the Natural Gas Storage Assets as discontinued operations for the years ended December 31, 2019 and
2018. See Note 5 for more information.
Acquisition of Martin Transport, Inc. On January 2, 2019, the Partnership acquired all of the issued and outstanding equity interests of MTI from Martin
Resource Management Corporation. MTI operates a fleet of trucks providing transportation of petroleum products, liquid petroleum gas, chemicals, sulfur and
other products, as well as owns 23 terminals located throughout the U.S. Gulf Coast and Southeastern United States.
The acquisition of MTI was considered a transfer of net assets between entities under common control. As a result, the acquisition of MTI was recorded at
amounts based on the historical carrying value of these assets at January 1, 2019, and the Partnership is required to update its historical financial statements to
include the activities of MTI as of the date of common control. See Note 4 for more information. The Partnership’s accompanying historical financial statements
have been retrospectively updated to reflect the effects on financial position, cash flows and results of operations attributable to the activities of MTI as if the
Partnership owned these assets for the periods presented. See Note 4 for separate results of MTI for the year ended December 31, 2018. Net income attributable to
MTI for periods prior to the Partnership’s acquisition of the assets is not allocated to the limited partners for purposes of calculating net income per limited partner
unit. See Note 17.
Divestiture of WTLPG Partnership Interest. On July 31, 2018, the Partnership completed the sale of its 20 percent non-operating interest in West Texas
LPG Pipeline L.P. ("WTLPG") to ONEOK, Inc. ("ONEOK"). WTLPG owns an approximate 2,300 mile common-carrier pipeline system that primarily transports
NGLs from New Mexico and Texas to Mont Belvieu, Texas for fractionation. A wholly-owned subsidiary of ONEOK, Inc. is the operator of the assets. The
Partnership concluded the disposition represents a strategic shift and will have a major effect on its financial results going forward. As a result, the Partnership has
presented the results of operations and cash flows relating to its equity method investment in WTLPG as discontinued operations for the year ended December 31,
2018. See Note 5 for more information.
75
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
(b) Product Exchanges
The Partnership enters into product exchange agreements with third parties, whereby the Partnership agrees to exchange NGLs and sulfur with third
parties. The Partnership records the balance of exchange products due to other companies under these agreements at quoted market product prices and the balance
of exchange products due from other companies at the lower of cost or market. Cost is determined using the first-in, first-out ("FIFO") method. Product
exchanges with the same counterparty are entered into in contemplation of one another and are combined. The net amount related to location differentials is
reported in "Product sales" or "Cost of products sold" in the Consolidated Statements of Operations.
(c) Inventories
Inventories are stated at the lower of cost or market. Cost is generally determined by using the FIFO method for all inventories except lubricants and
lubricants packaging inventories. Lubricants and lubricants packaging inventories cost is determined using standard cost, which approximates actual cost,
computed on a FIFO basis.
(d) Revenue Recognition
Terminalling and Storage – Revenue is recognized for storage contracts based on the contracted monthly tank fixed fee. For throughput contracts,
revenue is recognized based on the volume moved through the Partnership’s terminals at the contracted rate. For the Partnership’s tolling agreement, revenue is
recognized based on the contracted monthly reservation fee and throughput volumes moved through the facility. When lubricants and drilling fluids are sold by
truck or rail, revenue is recognized when title is transferred, which is either upon delivering product to the customer or when the product leaves the Partnership's
facility, depending on the specific terms of the contract. Delivery of product is invoiced as the transaction occurs and is generally paid within a month.
Transportation – Revenue related to land transportation is recognized for line hauls based on a mileage rate. For contracted trips, revenue is recognized
upon completion of the particular trip. The performance of the service is invoiced as the transaction occurs and is generally paid within a month. Revenue related to
marine transportation is recognized for time charters based on a per day rate. For contracted trips, revenue is recognized upon completion of the particular trip. The
performance of the service is invoiced as the transaction occurs and is generally paid within a month.
Sulfur Services – Revenue from sulfur and fertilizer product sales is recognized when the customer takes title to the product. Delivery of product is
invoiced as the transaction occurs and is generally paid within a month. Revenue from sulfur services is recognized as services are performed during each monthly
period. The performance of the service is invoiced as the transaction occurs and is generally paid within a month.
Natural Gas Liquids – NGL distribution revenue is recognized when product is delivered by truck, rail, or pipeline to the Partnership's NGL customers.
Revenue is recognized on title transfer of the product to the customer. Delivery of product is invoiced as the transaction occurs and is generally paid within a
month.
(e) Equity Method Investments
The Partnership uses the equity method of accounting for investments in unconsolidated entities where the ability to exercise significant influence over
such entities exists. Investments in unconsolidated entities consist of capital contributions and advances plus the Partnership’s share of accumulated earnings as of
the entities’ latest fiscal year-ends, less capital withdrawals and distributions. Equity method investments are subject to impairment under the provisions of ASC
323-10, which relates to the equity method of accounting for investments in common stock. No portion of the net income from these entities is included in the
Partnership’s operating income.
(f) Property, Plant, and Equipment
Owned property, plant, and equipment is stated at cost, less accumulated depreciation. Owned buildings and equipment are depreciated using straight-
line method over the estimated lives of the respective assets.
Equipment under finance leases is stated at the present value of minimum lease payments less accumulated amortization. Equipment under finance leases
is amortized on a straight line basis over the estimated useful life of the asset.
76
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
Routine maintenance and repairs are charged to expense while costs of betterments and renewals are capitalized. When an asset is retired or sold, its cost
and related accumulated depreciation are removed from the accounts, and the difference between net book value of the asset and proceeds from disposition is
recognized as gain or loss.
(g) Goodwill and Other Intangible Assets
Goodwill is subject to a fair-value based impairment test on an annual basis, or more often if events or circumstances indicate there may be impairment.
The Partnership is required to identify its reporting units and determine the carrying value of each reporting unit by assigning the assets and liabilities, including
the existing goodwill and intangible assets. The Partnership is required to determine the fair value of each reporting unit and compare it to the carrying amount of
the reporting unit. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, the Partnership will record the amount of
goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting
unit.
When assessing the recoverability of goodwill and other intangible assets, the Partnership may first assess qualitative factors in determining whether it is more
likely than not that the fair value of a reporting unit or other intangible asset is less than its carrying amount. After assessing qualitative factors, if the Partnership
determines that it is not more likely than not that the fair value of a reporting unit or other intangible asset is less than its carrying amount, then performing a
quantitative assessment is not required. If an initial qualitative assessment indicates that it is more likely than not the carrying amount exceeds the fair value of a
reporting unit or other intangible asset, a quantitative analysis will be performed. The Partnership may also elect to bypass the qualitative assessment and proceed
directly to a quantitative analysis depending on the facts and circumstances.
Of the Partnership's four reporting units, the terminalling and storage, transportation, and sulfur services reporting units contain goodwill. No goodwill
impairment was recorded for the years ended December 31, 2020, 2019, or 2018.
In performing a quantitative analysis, recoverability of goodwill for each reporting unit is measured using a weighting of the discounted cash flow method and
two market approaches (the guideline public company method and the guideline transaction method). The discounted cash flow model incorporates discount rates
commensurate with the risks involved. Use of a discounted cash flow model is common practice in assessing impairment in the absence of available transactional
market evidence to determine the fair value. The key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, cash flow
projections and terminal value rates. Discount rates, growth rates and cash flow projections are the most sensitive and susceptible to change as they require
significant management judgment. Discount rates are determined by using a weighted average cost of capital ("WACC"). The WACC considers market and
industry data as well as company-specific risk factors for each reporting unit in determining the appropriate discount rate to be used. The discount rate utilized for
each reporting unit is indicative of the return an investor would expect to receive for investing in such a business. Management, considering industry and company
specific historical and projected data, develops growth rates and cash flow projections for each reporting unit. Terminal value rate determination follows common
methodology of capturing the present value of perpetual cash flow estimates beyond the last projected period assuming a constant WACC and low long-term
growth rates. If the calculated fair value is less than the current carrying amount, the Partnership will record the amount of goodwill impairment as the excess of a
reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit.
Significant changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit which could give rise
to future impairment. Changes to these estimates and assumptions can include, but may not be limited to, varying commodity prices, volume changes and operating
costs due to market conditions and/or alternative providers of services.
Applying this impairment review methodology, the Partnership considered the impact that COVID-19 had on our cash flows and the value our unit price
during 2020 and elected to bypass the qualitative assessment and perform a quantitative assessment. Based upon the most recent annual review as of August 31,
2020, no goodwill impairment exists within the Partnership's reporting units for the year ended December 31, 2020. No goodwill impairment was recorded during
the years ended December 31, 2019 or 2018.
77
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
Other intangible assets that have finite lives are tested for impairment when events or circumstances indicate that the carrying value may not be
recoverable. An impairment is indicated if the carrying amount of a long-lived intangible asset exceeds the sum of the undiscounted future cash flows expected to
result from the use and eventual disposition of the asset. If impairment is indicated, the Partnership would record an impairment loss equal to the difference
between the carrying value and the fair value of the asset. There were no intangible asset impairments for the years ended December 31, 2020, 2019 or 2018.
(h) Debt Issuance Costs
Debt issuance costs relating to the Partnership’s revolving credit facility and senior notes are deferred and amortized over the terms of the debt
arrangements and are shown, net of accumulated amortization, as a reduction of the related long-term debt.
In connection with the issuance, amendment, expansion and restatement of debt arrangements, the Partnership incurred debt issuance costs of $3,781,
$4,406 and $1,312 in the years ended December 31, 2020, 2019 and 2018, respectively.
Amortization and write-off of debt issuance costs, which is included in interest expense, totaled $3,422, $4,041 and $3,445 for the years ended
December 31, 2020, 2019 and 2018, respectively. Accumulated amortization amounted to $22,655 and $24,644 at December 31, 2020 and 2019, respectively.
(i) Impairment of Long-Lived Assets
In accordance with ASC 360-10, long-lived assets, such as property, plant and equipment, and intangible assets with definite lives are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held
and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the
carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset
exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or
fair value less costs to sell and would no longer be depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.
(j) Asset Retirement Obligations
Under ASC 410-20, which relates to accounting requirements for costs associated with legal obligations to retire tangible, long-lived assets, the
Partnership records an asset retirement obligation ("ARO") at fair value in the period in which it is incurred by increasing the carrying amount of the related long-
lived asset. In each subsequent period, the liability is accreted over time towards the ultimate obligation amount and the capitalized costs are depreciated over the
useful life of the related asset.
(k) Derivative Instruments and Hedging Activities
In accordance with certain provisions of ASC 815-10 related to accounting for derivative instruments and hedging activities, all derivatives and hedging
instruments are included in the Consolidated Balance Sheets as an asset or liability measured at fair value and changes in fair value are recognized currently in
earnings unless specific hedge accounting criteria are met. If a derivative qualifies for hedge accounting, changes in the fair value can be offset against the change
in the fair value of the hedged item through earnings or recognized in other comprehensive income until such time as the hedged item is recognized in earnings.
Derivative instruments not designated as hedges are marked to market with all market value adjustments being recorded in the Consolidated Statements of
Operations.
(l) Use of Estimates
Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and
liabilities to prepare these consolidated financial statements in conformity with accounting principles generally accepted in the U.S. Actual results could differ
from those estimates.
78
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
(m) Environmental Liabilities and Litigation
The Partnership’s policy is to accrue for losses associated with environmental remediation obligations when such losses are probable and reasonably
estimable. Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility
study. Such accruals are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental remediation
obligations are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is
deemed probable.
(n) Trade and Accrued Accounts Receivable and Allowance for Doubtful Accounts.
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Partnership’s best
estimate of the amount of probable credit losses in the Partnership’s existing accounts receivable.
(o) Deferred Catalyst Costs
The cost of the periodic replacement of catalysts is deferred and amortized over the catalyst’s estimated useful life, which ranges from 12 to 36 months.
(p) Deferred Turnaround Costs
The Partnership capitalizes the cost of major turnarounds and amortizes these costs over the estimated period to the next turnaround, which ranges from
12 to 36 months.
(q) Income Taxes
The Partnership is subject to the Texas margin tax, which is considered a state income tax, and is included in income tax expense on the Consolidated
Statements of Operations. Since the tax base on the Texas margin tax is derived from an income-based measure, the margin tax is construed as an income tax and,
therefore, the recognition of deferred taxes applies to the margin tax. The impact on deferred taxes as a result of this provision is immaterial.
MTI is a wholly owned subsidiary of the Partnership. Prior to the acquisition of MTI on January 2, 2019, MTI was a Qualified Subchapter S subsidiary
(“QSub”) of Martin Resource Management Corporation, a qualifying S Corporation. A QSub is not treated as a separate corporation for federal income tax
purposes as it is deemed liquidated into its S Corporation parent. S Corporations are generally not subject to income taxes because income and losses flow through
to shareholders and are reported on their individual returns. Three states in which MTI was subject to taxation prior to the acquisition - Louisiana, New Jersey and
Tennessee - do not recognize the federal S Corporation status and, therefore, taxed MTI on a C Corporation basis. Subsequent to the acquisition, the QSub election
terminated resulting in MTI being taxed as a stand-alone C Corporation.
The Partnership's financial statements recognize the current and deferred income tax consequences that result from MTI’s activities during the current
period pursuant to the provisions of ASC 740 related to income taxes. As a result of the common control transaction with the Partnership, the deferred tax
consequences of the changes in the tax bases of MTI’s assets and liabilities were included in equity under the provisions of ASC 740-20-45-11.
With respect to the Partnership’s taxable subsidiary (MTI), income taxes are accounted for under the asset and liability method, whereby deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes the enactment date.
In the ordinary course of business, there may be many transactions and calculations where the ultimate tax outcome is uncertain. The calculation of tax
liabilities involves dealing with uncertainties in the application of complex tax laws. In accordance with the provisions of ASC 740, we use a two-step approach for
recognizing and measuring tax benefits taken or
79
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
expected to be taken in a tax return. In the first step, “recognition”, the Partnership determines whether it is more likely than not that a tax position will be
sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether
a tax position has met the more-likely-than-not recognition threshold, the Partnership presumes that the position will be examined by the appropriate taxing
authority that has full knowledge of all relevant information. In the second step, “measurement”, a tax position that meets the more-likely-than-not threshold is
measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater
than 50 percent likely of being realized upon ultimate settlement based upon management’s intent regarding negotiation and litigation. In evaluating all income tax
positions for all open years, management has determined all positions are more likely than not to be sustained at full benefit based upon their technical merit under
applicable tax laws.
(r) Comprehensive Income
Comprehensive income includes net income and other comprehensive income. There are no items of other comprehensive income or loss in any of the
years presented.
NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
In December 2019, FASB issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income
Taxes, which removes certain exceptions to general principles in ASC 740 and clarifies and amends existing guidance within US generally accepted accounting
principles (US GAAP). The standard is effective for the Partnership’s financial statements issued for fiscal years beginning after December 15, 2020, and interim
periods within those fiscal years. The Partnership will adopt this ASU beginning January 1, 2021 and plans to use the modified retrospective approach, with a
cumulative-effect adjustment recorded through retained earnings, for hybrid tax regimes. All other applicable amendments will be applied on a prospective basis.
The result of this adoption will have no material impact on the Partnership’s consolidated financial statements.
On January 1, 2020, the Partnership adopted ASU 2016-13, "Financial Instruments - Credit Losses," which required the Partnership to measure all
expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts.
This replaced the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. Adoption of the
new standard did not have a material impact on the Partnership’s consolidated financial statements.
In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation: Improvements to Non-employee Share-Based Payment
Accounting, which will expand the scope of FASB ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees.
The standard is effective for the Partnership's financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those
fiscal years. The Partnership adopted this standard effective January 1, 2019. The result of this adoption did not have a material impact on the Partnership's
consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases, which introduces the recognition of lease assets and lease liabilities by lessees for those leases
classified as operating leases under previous guidance. Lessor accounting under the new standard is substantially unchanged and substantially all of our leases will
continue to be classified as operating leases under the new standard. Additional qualitative and quantitative disclosures, including significant judgments made by
management are required. The update is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those
reporting periods, with early adoption permitted. The original guidance required application on a modified retrospective basis with the earliest period presented. In
August 2018, the FASB issued ASU 2018-11, Targeted Improvements to FASB ASC 842, which includes an option to not restate comparative periods in transition
and elect to use the effective date of ASC 842, Leases, as the date of initial application of transition. The Partnership adopted this ASU on January 1, 2019, electing
the transition option provided under ASU 2018-11. Consequently, financial information was not updated and the disclosures required under the new standard are
not provided for dates and periods before January 1, 2019.
The new standard provides a number of optional practical expedients in transition. The Partnership elected the "package of practical expedients", which permits
the Partnership not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The new standard
also provides practical expedients for an entity’s ongoing accounting. The Partnership elected the short-term lease recognition exemption for all leases that qualify.
80
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
This means, for those assets that qualify, the Partnership did not recognize Right-of-Use ("ROU") assets or lease liabilities, and this includes not recognizing ROU
assets or lease liabilities for existing short-term leases of those assets in transition. See Note 10 for more information.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to
which it expects to be entitled for the transfer of promised goods or services to customers. The ASU replaced most existing revenue recognition guidance in U.S.
GAAP. The new standard was effective for the Partnership on January 1, 2018. The standard permits the use of either the retrospective or cumulative effect
transition method. The Partnership adopted the new standard utilizing the cumulative effect method which resulted in no cumulative effect of the adoption being
recorded as of January 1, 2018. The Partnership did not identify any significant changes in the timing of revenue recognition when considering the amended
accounting guidance. Additional disclosures related to revenue recognition appear in "Note 6. Revenue."
NOTE 4. ACQUISITIONS
Martin Transport, Inc. Stock Purchase Agreement. On January 2, 2019, the Partnership acquired all of the issued and outstanding equity interests of MTI, a
wholly-owned subsidiary of Martin Resource Management Corporation which operates a fleet of trucks providing transportation of petroleum products, liquid
petroleum gas, chemicals, sulfur and other products, as well as owns 23 terminals located throughout the U.S. Gulf Coast and Southeastern United States for total
consideration as follows:
1
Purchase price
Plus: Working Capital Adjustment
Less: Finance lease obligations assumed
Cash consideration paid
$
$
135,000
2,795
(11,682)
126,113
1
The stock purchase agreement also includes a $10,000 earn-out based on certain performance thresholds. The performance threshold related to financial results
for the years ended December 31, 2020 and 2019 was not achieved, which resulted in a reduction in the potential earn-out by $6,666.
The transaction closed on January 2, 2019 and was effective as of January 1, 2019 and was funded with borrowings under the Partnership's revolving credit
facility.
This acquisition is considered a transfer of net assets between entities under common control. The acquisition of MTI was recorded at the historical carrying
value of the assets at the acquisition date, which were as follows:
Accounts receivable, net
Inventories
Due from affiliates
Other current assets
Property, plant and equipment, net
Goodwill
Other noncurrent assets
Current installments of finance lease obligations
Accounts payable
Due to affiliates
Other accrued liabilities
Finance lease obligations, net of current installments
Historical carrying value of assets acquired
$
$
11,724
1,138
1,042
897
25,383
489
362
(5,409)
(2,564)
(482)
(2,588)
(6,272)
23,720
The excess purchase price over the historical carrying value of the assets at the acquisition date was $102,393 and was recorded as an adjustment to "Partners'
capital (deficit)".
81
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
The separate results of operations related to MTI for the year ended December 31, 2018, which was recast as part of the Partnership's Consolidated Statements of
Operations, were as follows:
Transportation revenue
Operating expenses
Selling, general and administrative
Depreciation and amortization
Total costs and expenses
Other operating income, net
Operating income
Other income (expense):
Interest expense
Other, net
Income before income taxes
Income tax expense
Net income
For the Year Ended
December 31,
2018
$
125,333
105,212
5,246
3,413
113,871
596
12,058
(312)
12
11,758
208
11,550
$
NOTE 5. DISCONTINUED OPERATIONS, DIVESTITURES, AND ASSETS HELD FOR SALE
Divestitures
Divestiture of Mega Lubricants. On December 22, 2020, the Partnership completed the sale of Mega Lubricants for $22,400. Mega Lubricants is engaged
in the business of blending, manufacturing and delivering various marine application lubricants, sub-sea specialty fluids, and proprietary developed commercial
and industrial products. The Partnership recorded a gain on the disposition of $10,101, which was included in "Other operating income, net" on the Partnership's
Consolidated Statements of Operations. The proceeds from the transaction were used to reduce outstanding borrowings under the Partnership’s revolving credit
facility. The divestiture of Mega Lubricants did not qualify for discontinued operations presentation under the guidance of ASC 205-20.
Divestiture of East Texas Pipeline. On August 12, 2019, the Partnership completed the sale of its East Texas Pipeline for $17,500. The Partnership
recorded a gain on the disposition of $16,154, which was included in "Other operating income, net" on the Partnership's Consolidated Statements of Operations.
The net proceeds were used to reduce outstanding borrowings under the Partnership's revolving credit facility. The divestiture of the East Texas Pipeline assets did
not qualify for discontinued operations presentation under the guidance of ASC 205-20.
82
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
Divestiture of Natural Gas Storage Assets. On June 28, 2019, the Partnership completed the sale of the Natural Gas Storage Assets to Hartree, a
subsidiary of Hartree Bulk Storage, LLC. The Natural Gas Storage Assets consist of approximately 50 billion cubic feet of working capacity located in northern
Louisiana and Mississippi. In consideration of the sale of these assets, the Partnership received cash proceeds of $210,067 after transaction fees and expenses. The
net proceeds were used to reduce outstanding borrowings under the Partnership's revolving credit facility. The Partnership concluded the disposition represents a
strategic shift and will have a major effect on its financial results going forward. As a result, the Partnership has presented the results of operations and cash flows
relating to the Natural Gas Storage Assets as discontinued operations for the years ended December 31, 2019 and 2018.
The operating results, which are included in income (loss) from discontinued operations, were as follows:
Total revenues
Total costs and expenses and other, net, excluding depreciation and amortization
Depreciation and amortization
Other operating loss, net
Other, net
Income (loss) from discontinued operations before income taxes
Income tax expense
1
Income (loss) from discontinued operations, net of income taxes
For the Year Ended December
31,
2019
2018
$
22,836 $
(15,360)
(8,161)
(178,781)
—
(179,466)
—
$
(179,466) $
52,108
(20,703)
(18,795)
(824)
—
11,786
—
11,786
1
The year ended December 31, 2019 includes a loss on the disposition of the Natural Gas Storage Assets of $178,781.
Divestiture of WTLPG Partnership Interest. On July 31, 2018, the Partnership completed the sale of its 20 percent non-operating interest in WTLPG to ONEOK.
WTLPG owns an approximate 2,300 mile common-carrier pipeline system that primarily transports NGLs from New Mexico and Texas to Mont Belvieu, Texas
for fractionation. A wholly-owned subsidiary of ONEOK is the operator of the assets. In consideration for the sale of these assets, the Partnership received cash
proceeds of $193,705, after transaction fees and expenses. The proceeds from the sale were used to reduce outstanding borrowings under the Partnership's
revolving credit facility. The Partnership concluded the disposition represents a strategic shift and will have a major effect on its financial results going forward.
As a result, the Partnership has presented the results of operations and cash flows relating to its equity method investment in WTLPG as discontinued operations
for the years ended December 31, 2018 and 2017.
The operating results, which are included in income from discontinued operations, were as follows:
2
Total costs and expenses and other, net, excluding depreciation and amortization
Other operating income
Equity in earnings
Income from discontinued operations before income taxes
Income tax expense
1
Income from discontinued operations, net of income taxes
83
For the Year Ended
December 31,
2018
$
$
(247)
48,564
3,383
51,700
—
51,700
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
1
2
These expenses represent direct operating expenses as a result of the Partnership's ownership interest in WTLPG.
Other operating income represents the gain on the disposition of the investment in WTLPG.
Long-Lived Assets Held for Sale
At December 31, 2019, certain terminalling and storage and transportation assets met the criteria to be classified as held for sale in accordance with ASC
360-10 and are presented at the lower of the assets' carrying amount or fair value less cost to sell by segment in current assets in the table below. These assets are
considered non-core assets to the Partnership's operations and did not qualify for discontinued operations presentation under the guidance of ASC 205-20.
Terminalling and storage
Transportation
Assets held for sale
December 31, 2020
December 31, 2019
$
$
—
—
—
$
$
3,552
1,500
5,052
In the first quarter of 2020, the Partnership identified a triggering event related to a decline in the fair value related to the assets classified as held for sale
at December 31, 2019. As a result, an impairment charge of $3,052 and $1,300 was recorded in the Terminalling and Storage and Transportation segments,
respectively, during the year ended December 31, 2020 and was recorded in "Other operating income (loss)" in the Partnership's Consolidated Statements of
Operations. At December 31, 2020, the remaining assets previously classified as held for sale in the amount of $700 no longer met the criteria to be classified as
held for sale in accordance with ASC 360-10.
The non-core assets discussed above did not qualify for discontinued operations presentation under the guidance of ASC 205-20.
84
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
NOTE 6. REVENUE
The following table disaggregates our revenue by major source:
Terminalling and storage segment
Lubricant product sales
Throughput and storage
Transportation segment
Land transportation
Inland transportation
Offshore transportation
Sulfur service segment
Sulfur product sales
Fertilizer product sales
Sulfur services
Natural gas liquids segment
Natural gas liquids product sales
2020
2019
2018
$
$
$
$
$
$
$
$
103,300 $
80,864
184,164 $
88,652 $
40,507
3,333
132,492 $
24,176 $
72,172
11,659
108,007 $
247,479 $
247,479 $
122,257 $
87,397
209,654 $
98,895 $
54,834
5,893
159,622 $
30,135 $
69,771
11,434
111,340 $
366,502 $
366,502 $
145,236
96,204
241,440
99,751
44,580
5,790
150,121
46,347
75,041
11,148
132,536
496,007
496,007
Revenue is measured based on a consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties where the
Partnership is acting as an agent. The Partnership recognizes revenue when the Partnership satisfies a performance obligation, which typically occurs when the
Partnership transfers control over a product to a customer or as the Partnership delivers a service.
The following is a description of the principal activities - separated by reportable segments - from which the Partnership generates revenue.
Terminalling and Storage Segment
Revenue is recognized for storage contracts based on the contracted monthly tank fixed fee. For throughput contracts, revenue is recognized based on the
volume moved through the Partnership’s terminals at the contracted rate. For the Partnership’s tolling agreement, revenue is recognized based on the contracted
monthly reservation fee and throughput volumes moved through the facility. When lubricants and drilling fluids are sold by truck or rail, revenue is recognized
when title is transferred, which is either upon delivering product to the customer or when the product leaves the Partnership's facility, depending on the specific
terms of the contract. Delivery of product is invoiced as the transaction occurs and is generally paid within a month. Throughput and storage revenue in the table
above includes non-cancelable revenue arrangements that are under the scope of ASC 842, whereby the Partnership has committed certain Terminalling and
Storage assets in exchange for a minimum fee.
Natural Gas Liquids Segment
Natural Gas Liquids ("NGL") distribution revenue is recognized when product is delivered by truck, rail, or pipeline to the Partnership's NGL customers.
Revenue is recognized on title transfer of the product to the customer. Delivery of product is invoiced as the transaction occurs and is generally paid within a
month.
85
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
Sulfur Services Segment
Revenue from sulfur and fertilizer product sales is recognized when the customer takes title to the product. Delivery of product is invoiced as the transaction
occurs and is generally paid within a month. Revenue from sulfur services is recognized as services are performed during each monthly period. The performance of
the service is invoiced as the transaction occurs and is generally paid within a month.
Transportation Segment
Revenue related to land transportation is recognized for line hauls based on a mileage rate. For contracted trips, revenue is recognized upon completion of the
particular trip. The performance of the service is invoiced as the transaction occurs and is generally paid within a month.
Revenue related to marine transportation is recognized for time charters based on a per day rate. For contracted trips, revenue is recognized upon completion of
the particular trip. The performance of the service is invoiced as the transaction occurs and is generally paid within a month.
The table below includes estimated minimum revenue expected to be recognized in the future related to performance obligations that are unsatisfied at the end of
the reporting period. The Partnership applies the practical expedient in ASC 606-10-50-14(a) and does not disclose information about remaining performance
obligations that have original expected durations of one year or less.
Terminalling and storage
Throughput and storage
Sulfur services
Sulfur product sales
Total
NOTE 7. INVENTORIES
2021
2022
2023
2024
2025
Thereafter
Total
$
$
43,253 $
40,394 $
41,605 $
42,854 $
44,197 $
294,141 $
506,444
17,165
60,418 $
16,279
56,673 $
15,234
56,839 $
975
43,829 $
975
45,172 $
—
294,141 $
50,628
557,072
Components of inventories at December 31, 2020 and 2019 were as follows:
Natural gas liquids
Sulfur
Fertilizer
Lubricants
Other
2020
2019
27,878 $
24
10,854
11,002
4,364
54,122 $
19,097
4,586
15,852
18,925
4,080
62,540
$
$
86
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
NOTE 8. PROPERTY, PLANT, AND EQUIPMENT
At December 31, 2020 and 2019, property, plant and equipment consisted of the following:
Depreciable Lives
—
10-25 years
5-50 years
4-25 years
3-50 years
3-20 years
3-7 years
Land
Improvements to land and buildings
Storage equipment
Marine vessels
Operating plant and equipment
Furniture, fixtures and other equipment
Transportation equipment
Construction in progress
2020
2019
$
$
21,459
135,227
121,437
179,666
356,293
14,209
49,836
10,981
889,108
$
$
22,083
135,666
120,788
182,115
343,236
12,896
47,525
20,419
884,728
Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $55,817, $53,856 and $58,615, respectively, which includes
amortization of fixed assets acquired under capital lease obligations of $1,755, $2,686, and $1,174. Gross assets under capital leases were $10,352 and $15,367 at
December 31, 2020 and 2019, respectively. Accumulated amortization associated with capital leases was $3,703 and $3,941 at December 31, 2020 and 2019,
respectively.
Additions to property, plant and equipment included in accounts payable at December 31, 2020, 2019 and 2018 were $468, $3,791, and $2,166,
respectively. Equipment purchased under capital lease obligations was $83, $1,308, and $10,472 for the years ended December 31, 2020, 2019, and 2018,
respectively.
NOTE 9. GOODWILL
The following table represents the goodwill balance by reporting unit at December 31, 2020 and 2019 as follows:
Carrying amount of goodwill:
1
Terminalling and storage
Sulfur services
Transportation
Total goodwill
2020
2019
$
$
10,985 $
5,349
489
16,823 $
11,867
5,349
489
17,705
1
This change represents goodwill disposed of as part of the Partnership's divestiture of Mega Lubricants. See Note 5 for more information.
NOTE 10. LEASES
The Partnership has numerous operating leases primarily for terminal facilities and transportation and other equipment. The leases generally provide that all
expenses related to the equipment are to be paid by the lessee.
Operating lease Right-of-Use ("ROU") assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at
commencement date. Because most of the Partnership's leases do not provide an implicit rate of return, the Partnership uses its imputed collateralized rate based on
the information available at commencement date in determining the present value of lease payments. The estimated rate is based on a risk-free rate plus a risk-
adjusted margin.
Our leases have remaining lease terms of 1 year to 16 years, some of which include options to extend the leases for up to 5 years, and some of which
include options to terminate the leases within 1 year. The Partnership includes extension periods and excludes termination periods from its lease term if, at
commencement, it is reasonably likely that the Partnership will exercise the option.
87
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
The components of lease expense for the years ended December 31, 2020 and 2019 were as follows:
Operating lease cost
Finance lease cost:
Amortization of right-of-use assets
Interest on lease liabilities
Short-term lease cost
Variable lease cost
Total lease cost
2020
2019
$
$
10,672 $
1,755
294
13,187
109
26,017 $
Supplemental cash flow information for the years ended December 31, 2020 and 2019 related to leases were as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
Finance leases
Supplemental balance sheet information related to leases was as follows:
Operating Leases
Operating lease right-of-use assets
Current portion of operating lease liabilities included in "Other
accrued liabilities"
Operating lease liabilities
Total operating lease liabilities
Finance Leases
Property, plant and equipment, at cost
Accumulated depreciation
Property, plant and equipment, net
Current installments of finance lease obligations
Finance lease obligations
Total finance lease obligations
Weighted Average Remaining Lease Term (years)
Operating leases
Finance leases
Weighted Average Discount Rate
Operating leases
Finance leases
2020
2019
$
$
23,996 $
294
3,701
7,779 $
83
$
$
$
$
$
$
$
2020
22,260
7,529
15,181
22,710
10,352
(3,703)
6,649
2,707
289
2,996
5.04
6.04
5.87
1.39
%
%
2019
23,901
7,722
16,656
24,378
15,367
(3,941)
11,426
6,758
717
7,475
5.27
6.83
$
$
$
$
$
$
$
88
10,805
2,686
671
13,756
92
28,010
24,526
671
5,517
9,122
1,309
6.26
0.97
%
%
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
The Partnership’s future minimum lease obligations as of December 31, 2020 consist of the following:
Year 1
Year 2
Year 3
Year 4
Year 5
Thereafter
Total
Less amounts representing interest costs
Total lease liability
Operating Leases
$
8,445 $
6,016
3,250
1,727
1,111
5,830
26,379
(3,669)
22,710 $
Finance Leases
2,733
289
9
—
—
—
3,031
(35)
2,996
$
The Partnership has non-cancelable revenue arrangements that are under the scope of ASC 842 whereby we have committed certain terminalling and storage
assets in exchange for a minimum fee. Future minimum revenues the Partnership expects to receive under these non-cancelable arrangements as of December 31,
2020 are as follows: 2021 - $20,333; 2022 - $13,692; 2023 - $13,297; 2024 - $13,297; 2025 - $12,908; subsequent years - $38,539.
NOTE 11. INVESTMENT IN WTLPG
As discussed in Note 5, on July 31, 2018, the Partnership completed the sale of its 20% non-operating interest in WTLPG. Prior to the sale, the Partnership
owned a 19.8% limited partnership and 0.2% general partnership interest in WTLPG. A wholly-owned subsidiary of ONEOK is the operator of the assets. WTLPG
owns an approximate 2,300 mile common-carrier pipeline system that primarily transports NGLs from New Mexico and Texas to Mont Belvieu, Texas for
fractionation. The Partnership accounted for its ownership interest in WTLPG under the equity method of accounting.
Selected financial information for WTLPG during the period of ownership is as follows:
As of July 31,
Seven Months Ended July 31,
Total Assets
Long-Term Debt
Members’
Equity/Partners'
Capital
Revenues
Net Income
$
928,349 $
— $
868,894 $
55,534 $
16,642
2018
WTLPG
NOTE 12. FAIR VALUE MEASUREMENTS
The Partnership uses a valuation framework based upon inputs that market participants use in pricing certain assets and liabilities. These inputs are classified
into two categories: observable inputs and unobservable inputs. Observable inputs represent market data obtained from independent sources. Unobservable inputs
represent the Partnership's own market assumptions. Unobservable inputs are used only if observable inputs are unavailable or not reasonably available without
undue cost and effort. The two types of inputs are further prioritized into the following hierarchy:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that reflect the entity's own assumptions and are not corroborated by market data.
89
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
Assets and liabilities measured at fair value on a recurring basis are summarized below:
Commodity derivative contracts, net
Level 2
December 31,
2020
2019
$
(207) $
(667)
The Partnership is required to disclose estimated fair values for its financial instruments. Fair value estimates are set forth below for these financial instruments.
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
•
•
Accounts and other receivables, trade and other accounts payable, accrued interest payable, other accrued liabilities, income taxes payable and due
from/to affiliates: The carrying amounts approximate fair value due to the short maturity and highly liquid nature of these instruments, and as such these
have been excluded from the table below. There is negligible credit risk associated with these instruments.
Current and non-current portion of long-term debt: The carrying amount of the revolving credit facility approximates fair value due to the debt having a
variable interest rate and is in Level 2. The estimated fair value of the 2021 Notes, 2024 Notes, and 2025 Notes (collectively, the "senior notes") is
considered Level 2, as the fair value is based upon quoted prices for identical liabilities in markets that are not active.
2021 Notes
2024 Notes
2025 Notes
Total
December 31, 2020
December 31, 2019
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
$
$
$
$
28,790 $
50,173 $
290,250 $
369,213 $
28,581 $
55,214 $
288,692 $
372,487 $
373,374 $
— $
— $
373,374 $
343,470
—
—
343,470
NOTE 13. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Partnership’s results of operations could be materially impacted by changes in NGL prices and interest rates. In an effort to manage its exposure to
these risks, the Partnership periodically enters into various derivative instruments, including commodity and interest rate hedges. All derivatives and hedging
instruments are included on the balance sheet as an asset or a liability measured at fair value and changes in fair value are recognized currently in earnings. All of
the Partnership's derivatives are non-hedge derivatives and therefore all changes in fair values are recognized as gains and losses in the earnings of the periods in
which they occur.
(a) Commodity Derivative Instruments
The Partnership from time to time has used derivatives to manage the risk of commodity price fluctuation. Commodity risk is the adverse effect on the value of a
liability or future purchase that results from a change in commodity price. The Partnership has established a hedging policy and monitors and manages the
commodity market risk associated with potential commodity risk exposure. In addition, the Partnership has focused on utilizing counterparties for these
transactions whose financial condition is appropriate for the credit risk involved in each specific transaction. The Partnership has entered into hedging transactions
as of December 31, 2020 to protect a portion of its commodity price risk exposure. These hedging arrangements are in the form of swaps for NGLs. The
Partnership has instruments totaling a gross notional quantity of 137,000 barrels settling during the period from January 31, 2021 through February 28, 2021. At
December 31, 2019, the Partnership had instruments totaling a gross notional quantity of 452,000 barrels settling during the period from January 31, 2020 through
February 29, 2020. These instruments settle against the applicable pricing source for each grade and location.
90
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
(b) Tabular Presentation of Gains and Losses on Derivative Instruments
The following table summarizes the fair values and classification of the Partnership’s derivative instruments in its Consolidated Balance Sheets:
Fair Values of Derivative Instruments in the Consolidated Balance Sheet
Derivative Assets
Fair Values
Derivative Liabilities
Fair Values
Balance Sheet
Location
December 31, 2020
December 31,
2019
Balance Sheet
Location
December 31,
2020
December 31,
2019
Derivatives not designated as
hedging instruments:
Commodity contracts
Total derivatives not designated as
hedging instruments
Current:
Fair value of
derivatives
$
$
—
—
$
$
Fair value of
derivatives
—
—
$
$
207 $
207 $
667
667
Effect of Derivative Instruments on the Consolidated Statement of Operations For the Years Ended December 31, 2020, 2019, and 2018
Location of Gain or (Loss) Recognized in
Income on Derivatives
Derivatives not designated as hedging instruments:
Commodity contracts
Cost of products sold
Total derivatives not designated as hedging instruments
NOTE 14. RELATED PARTY TRANSACTIONS
Amount of (Gain) or Loss Recognized in Income on Derivatives
2020
2019
2018
$
8,209
8,209
$
5,137
5,137
$
(14,024)
(14,024)
As of December 31, 2020, Martin Resource Management Corporation owned 6,114,532 of the Partnership’s common units representing approximately
15.7% of the Partnership’s outstanding limited partnership units. Martin Resource Management Corporation controls the Partnership's general partner by virtue of
its 51% voting interest in Holdings, the sole member of the Partnership's general partner. The Partnership’s general partner, MMGP, owns a 2% general partner
interest in the Partnership and the Partnership’s incentive distribution rights. The Partnership’s general partner’s ability, as general partner, to manage and operate
the Partnership, and Martin Resource Management Corporation’s ownership as of December 31, 2020 of approximately 15.7% of the Partnership’s outstanding
limited partnership units, effectively gives Martin Resource Management Corporation the ability to veto some of the Partnership’s actions and to control the
Partnership’s management.
The following is a description of the Partnership’s material related party agreements:
Omnibus Agreement
Omnibus Agreement. The Partnership and its general partner are parties to the Omnibus Agreement dated November 1, 2002, with Martin Resource
Management Corporation that governs, among other things, potential competition and indemnification obligations among the parties to the agreement, related party
transactions, the provision of general administration and support services by Martin Resource Management Corporation and the Partnership’s use of certain Martin
Resource Management Corporation trade names and trademarks. The Omnibus Agreement was amended on November 25, 2009, to include processing crude oil
into finished products including naphthenic lubricants, distillates, asphalt and other intermediate cuts. The Omnibus Agreement was amended further on October 1,
2012, to permit the Partnership to provide certain lubricant packaging products and services to Martin Resource Management Corporation.
Non-Competition Provisions. Martin Resource Management Corporation has agreed for so long as it controls the general partner of the Partnership, not to
engage in the business of:
91
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
•
•
•
providing terminalling and storage services for petroleum products and by-products including the refining, blending and packaging of finished lubricants;
providing land and marine transportation of petroleum products, by-products, and chemicals;
distributing NGLs; and
• manufacturing and selling sulfur-based fertilizer products and other sulfur-related products.
This restriction does not apply to:
•
•
•
•
•
the ownership and/or operation on the Partnership’s behalf of any asset or group of assets owned by it or its affiliates;
any business operated by Martin Resource Management Corporation, including the following:
◦
◦
◦
◦
◦
◦
◦
◦
distributing asphalt, marine fuel and other liquids;
providing shore-based marine services in Texas, Louisiana, Mississippi, and Alabama;
operating a crude oil gathering business in Stephens, Arkansas;
providing crude oil gathering and marketing services of base oils, asphalt, and distillate products in Smackover, Arkansas;
providing crude oil marketing and transportation from the well head to the end market;
operating an environmental consulting company;
supplying employees and services for the operation of the Partnership's business; and
operating, solely for the Partnership's account, the asphalt facilities in Omaha, Nebraska, Port Neches, Texas, and South Houston, Texas.
any business that Martin Resource Management Corporation acquires or constructs that has a fair market value of less than $5,000;
any business that Martin Resource Management Corporation acquires or constructs that has a fair market value of $5,000 or more if the Partnership has
been offered the opportunity to purchase the business for fair market value and the Partnership declines to do so with the concurrence of the Conflicts
Committee; and
any business that Martin Resource Management Corporation acquires or constructs where a portion of such business includes a restricted business and the
fair market value of the restricted business is $5,000 or more and represents less than 20% of the aggregate value of the entire business to be acquired or
constructed; provided that, following completion of the acquisition or construction, the Partnership will be provided the opportunity to purchase the
restricted business.
Services. Under the Omnibus Agreement, Martin Resource Management Corporation provides the Partnership with corporate staff, support services, and
administrative services necessary to operate the Partnership’s business. The Omnibus Agreement requires the Partnership to reimburse Martin Resource
Management Corporation for all direct expenses it incurs or payments it makes on the Partnership’s behalf or in connection with the operation of the Partnership’s
business. There is no monetary limitation on the amount the Partnership is required to reimburse Martin Resource Management Corporation for direct expenses. In
addition to the direct expenses, under the Omnibus Agreement, the Partnership is required to reimburse Martin Resource Management Corporation for indirect
general and administrative and corporate overhead expenses.
92
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
Effective January 1, 2020, through December 31, 2020, the board of directors of our general partner approved an annual reimbursement amount for indirect
expenses of $16,410. The Partnership reimbursed Martin Resource Management Corporation for $16,410, $16,657 and $16,416 of indirect expenses for the years
ended December 31, 2020, 2019 and 2018, respectively. The board of directors of our general partner will review and approve future adjustments in the
reimbursement amount for indirect expenses, if any, annually.
These indirect expenses are intended to cover the centralized corporate functions Martin Resource Management Corporation provides to the Partnership, such as
accounting, treasury, clerical, engineering, legal, billing, information technology, administration of insurance, general office expenses and employee benefit plans
and other general corporate overhead functions the Partnership shares with Martin Resource Management Corporation retained businesses. The provisions of the
Omnibus Agreement regarding Martin Resource Management Corporation’s services will terminate if Martin Resource Management Corporation ceases to control
the general partner of the Partnership.
Related Party Transactions. The Omnibus Agreement prohibits the Partnership from entering into any material agreement with Martin Resource Management
Corporation without the prior approval of the Conflicts Committee. For purposes of the Omnibus Agreement, the term "material agreements" means any agreement
between the Partnership and Martin Resource Management Corporation that requires aggregate annual payments in excess of the then-applicable agreed upon
reimbursable amount of indirect general and administrative expenses. Please read "Services" above.
License Provisions. Under the Omnibus Agreement, Martin Resource Management Corporation has granted the Partnership a nontransferable, nonexclusive,
royalty-free right and license to use certain of its trade names and marks, as well as the trade names and marks used by some of its affiliates.
Amendment and Termination. The Omnibus Agreement may be amended by written agreement of the parties; provided, however, that it may not be amended
without the approval of the Conflicts Committee if such amendment would adversely affect the unitholders. The Omnibus Agreement was first amended on
November 25, 2009, to permit the Partnership to provide refining services to Martin Resource Management Corporation. The Omnibus Agreement was amended
further on October 1, 2012, to permit the Partnership to provide certain lubricant packaging products and services to Martin Resource Management
Corporation. Such amendments were approved by the Conflicts Committee. The Omnibus Agreement, other than the indemnification provisions and the
provisions limiting the amount for which the Partnership will reimburse Martin Resource Management Corporation for general and administrative services
performed on its behalf, will terminate if the Partnership is no longer an affiliate of Martin Resource Management Corporation.
Master Transportation Services Agreement
Master Transportation Services Agreement. MTI, a wholly owned subsidiary of the Partnership, is a party to a master transportation services agreement
effective January 1, 2019, with certain wholly owned subsidiaries of Martin Resource Management Corporation. Under the agreement, MTI agreed to transport
Martin Resource Management Corporation's petroleum products and by-products.
Term and Pricing. The agreement will continue unless either party terminates the agreement by giving at least 30 days' written notice to the other party. These
rates are subject to any adjustments which are mutually agreed upon or in accordance with a price index. Additionally, shipping charges are also subject to fuel
surcharges determined on a weekly basis in accordance with the U.S. Department of Energy’s national diesel price list.
Indemnification. MTI has agreed to indemnify Martin Resource Management Corporation against all claims arising out of the negligence or willful misconduct
of MTI and its officers, employees, agents, representatives and subcontractors. Martin Resource Management Corporation has agreed to indemnify MTI against all
claims arising out of the negligence or willful misconduct of Martin Resource Management Corporation and its officers, employees, agents, representatives and
subcontractors. In the event a claim is the result of the joint negligence or misconduct of MTI and Martin Resource Management Corporation, indemnification
obligations will be shared in proportion to each party’s allocable share of such joint negligence or misconduct.
93
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
Terminal Services Agreements
Diesel Fuel Terminal Services Agreement. Effective January 1, 2016, the Partnership entered into a second amended and restated terminalling services
agreement under which the Partnership provides terminal services to Martin Resource Management Corporation for marine fuel distribution. At such time, the per-
gallon throughput fee the Partnership charged under this agreement was increased when compared to the previous agreement and may be adjusted annually based
on a price index. This agreement was further amended on January 1, 2017, October 1, 2017, April 1, 2019, and January 1, 2020 to modify its minimum throughput
requirements and throughput fees. The term of this agreement is currently evergreen and it will continue on a month to month basis until terminated by either party
by giving 60 days’ written notice.
Miscellaneous Terminal Services Agreements. The Partnership is currently party to several terminal services agreements and from time to time the Partnership
may enter into other terminal service agreements for the purpose of providing terminal services to related parties. Individually, each of these agreements is
immaterial but when considered in the aggregate they could be deemed material. These agreements are throughput based with a minimum volume commitment.
Generally, the fees due under these agreements are adjusted annually based on a price index.
Marine Agreements
Marine Transportation Agreement. The Partnership is a party to a marine transportation agreement effective January 1, 2006, as amended, under which the
Partnership provides marine transportation services to Martin Resource Management Corporation on a spot-contract basis at applicable market rates. Effective
each January 1, this agreement automatically renews for consecutive one year periods unless either party terminates the agreement by giving written notice to the
other party at least 60 days prior to the expiration of the then applicable term. The fees the Partnership charges Martin Resource Management Corporation are
based on applicable market rates.
Marine Fuel. The Partnership is a party to an agreement with Martin Resource Management Corporation dated November 1, 2002 under which Martin Resource
Management Corporation provides the Partnership with marine fuel from its locations in the Gulf of Mexico at a fixed rate in excess of a price index. Under this
agreement, the Partnership agreed to purchase all of its marine fuel requirements that occur in the areas serviced by Martin Resource Management Corporation.
Other Agreements
Cross Tolling Agreement. The Partnership is a party to an amended and restated tolling agreement with Cross Oil Refining and Marketing, Inc. ("Cross") dated
October 28, 2014, under which the Partnership processes crude oil into finished products, including naphthenic lubricants, distillates, asphalt and other
intermediate cuts for Cross. The tolling agreement expires November 25, 2031. Under this tolling agreement, Cross agreed to process a minimum of 6,500 barrels
per day of crude oil at the facility at a fixed price per barrel. Any additional barrels are processed at a modified price per barrel. In addition, Cross agreed to pay a
monthly reservation fee and a periodic fuel surcharge fee based on certain parameters specified in the tolling agreement. Further, certain capital improvements, to
the extent requested by Cross, are reimbursed through a capital recovery fee. As of December 31, 2019, the annual capital recovery fee reimbursement of $2,088
expired. An additional $2,586 of capital recovery fee reimbursement expired on December 31, 2020. All of these fees (other than the fuel surcharge and capital
recovery fee) are subject to escalation annually based upon the greater of 3% or the increase in the Consumer Price Index for a specified annual period. Also, the
Partnership renegotiated a crude transportation contract set to expire in the first half of 2022 resulting in a reduction in revenue of $2,145 annually beginning
January 1, 2020.
East Texas Mack Leases. MTI leases equipment, including tractors and trailers, from East Texas Mack Sales ("East Texas Mack"). Certain of our
directors or officers are owners of East Texas Mack, including entities affiliated with Ruben Martin, who owns approximately 46% of the issued and outstanding
stock of East Texas Mack. Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the fiscal years ended December 31,
2020, 2019 and 2018 were approximately $650, $875, and $2,466, respectively.
Other Miscellaneous Agreements. From time to time the Partnership enters into other miscellaneous agreements with Martin Resource Management Corporation
for the provision of other services or the purchase of other goods.
The tables below summarize the related party transactions that are included in the related financial statement captions on the face of the Partnership’s
Consolidated Statements of Operations. The revenues, costs and expenses reflected in these
94
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
tables are tabulations of the related party transactions that are recorded in the corresponding caption of the Consolidated Statements of Operations and do not
reflect a statement of profits and losses for related party transactions.
The impact of related party revenues from sales of products and services is reflected in the Consolidated Statements of Operations as follows:
Revenues:
Terminalling and storage
Transportation
Product sales:
Sulfur services
Terminalling and storage
2020
2019
2018
$
$
63,823 $
21,997
60
257
317
86,137 $
71,733 $
24,243
54
877
931
96,907 $
79,137
27,588
630
667
1,297
108,022
The impact of related party cost of products sold is reflected in the Consolidated Statements of Operations as follows:
Cost of products sold:
Sulfur services
Terminalling and storage
$
$
10,519 $
18,429
28,948 $
10,765 $
23,859
34,624 $
10,641
24,613
35,254
The impact of related party operating expenses is reflected in the Consolidated Statements of Operations as follows:
Operating expenses:
Transportation
Natural gas liquids
Sulfur services
Terminalling and storage
$
$
55,786 $
2,003
4,489
17,797
80,075 $
61,376 $
3,446
4,810
18,562
88,194 $
The impact of related party selling, general and administrative expenses is reflected in the Consolidated Statements of Operations as follows:
Selling, general and administrative:
Transportation
Natural gas liquids
Sulfur services
Terminalling and storage
Indirect overhead allocation, net of reimbursement
$
$
7,358 $
2,397
3,080
3,403
16,648
32,886 $
7,107 $
2,804
2,850
3,083
16,778
32,622 $
62,965
3,779
5,381
18,753
90,878
1,606
2,942
2,684
2,766
16,443
26,441
NOTE 15. SUPPLEMENTAL BALANCE SHEET INFORMATION
Components of "Intangibles and other assets, net" at December 31, 2020 and 2019 were as follows:
95
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
Catalyst and turnaround costs
Other intangible assets
Other
2020
2019
$
$
803 $
586
1,416
2,805 $
1,655
936
976
3,567
Other intangible assets consist of covenants not-to-compete and technology-based assets.
Amortization expense, included in "Depreciation and amortization" on the Partnership's Consolidated Statements of Operations includes amortization of
intangible assets, turnaround expenses, and deferred charges. Aggregate amortization expense included in continuing operations was $5,235, $5,797, and $2,353,
for the years ended December 31, 2020, 2019 and 2018, respectively.
Estimated amortization expense for the years subsequent to December 31, 2020 are as follows: 2021 - $3,222; 2022 - $926; 2023 - $245; 2024 - $62;
2025 - $33; subsequent years - $1.
Components of "Other accrued liabilities" at December 31, 2020 and 2019 were as follows:
Accrued interest
Asset retirement obligations
Property and other taxes payable
Accrued payroll
Operating lease liabilities
Other
The schedule below summarizes the changes in our asset retirement obligations:
1
Beginning asset retirement obligations
Revisions to existing liabilities
Accretion expense
Liabilities settled
Ending asset retirement obligations
Current portion of asset retirement obligations
2
3
Long-term portion of asset retirement obligations
2020
2019
16,104 $
1,692
4,869
3,244
7,529
969
34,407 $
10,761
25
5,411
3,011
7,722
1,859
28,789
Year Ended December 31,
2019
2020
(In thousands)
8,936 $
918
410
(1,505)
8,759
(1,692)
7,067 $
12,429
—
407
(3,900)
8,936
(25)
8,911
$
$
$
$
1
Several factors are considered in the annual review process, including inflation rates, current estimates for removal cost, discount rates, and the estimated
remaining useful life of the assets.
2
3
The current portion of asset retirement obligations is included in "Other current liabilities" on the Partnership's Consolidated Balance Sheets.
The non-current portion of asset retirement obligations is included in "Other long-term obligations" on the Partnership's Consolidated Balance Sheets.
96
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
NOTE 16. LONG-TERM DEBT
At December 31, 2020 and 2019, long-term debt consisted of the following:
1
4
2,6
$300,000 Revolving credit facility at variable interest rate (4.75% weighted average at December 31, 2020), due
August 2023 secured by substantially all of the Partnership’s assets, including, without limitation, inventory, accounts
receivable, vessels, equipment, fixed assets and the interests in the Partnership’s operating subsidiaries, net of
unamortized debt issuance costs of $3,826 and $4,586, respectively
$400,000 Senior notes, 7.25% interest, net of unamortized debt issuance costs of $0 and $770 respectively, including
unamortized premium of $0 and $344, respectively, issued $250,000 February 2013 and $150,000 April 2014, $26,200
repurchased during 2015,$9,344 repurchased during 2020, and $335,666 refinanced as part of the August 2020
Exchange offer, due February 2021, unsecured
$53,750 Senior notes, 10.0% interest, net of unamortized debt issuance costs of $3,577 and $0, respectively, due
February 2024
$291,970 Senior notes, 11.5% interest, net of unamortized debt issuance costs of $1,720 and $0, respectively, due
February 2025
Total
Less: current portion
2,3,4,5
2,3,4
2,3,4
Total long-term debt, net of current portion
Current installments of finance lease obligations
Finance lease obligations
Total finance lease obligations
2020
2019
144,174 $
196,414
28,790
373,374
50,173 $
—
290,250 $
513,387
(28,790)
484,597 $
2,707 $
289
2,996 $
—
569,788
—
569,788
6,758
717
7,475
$
$
$
$
$
$
1
Interest rate fluctuates based on LIBOR plus an applicable margin set on the date of each advance. The margin above LIBOR is set every three months.
Indebtedness under the credit facility bears interest at LIBOR plus an applicable margin or the base prime rate plus an applicable margin. All amounts outstanding
at December 31, 2020 were at LIBOR plus an applicable margin of 3.75%, with LIBOR having a floor of 1.0% per annum in accordance with the July 8, 2020
amendment to the Partnership's revolving credit facility described in further detail below. At December 31, 2020 the applicable margin for revolving loans are
LIBOR loans ranges from 2.75% to 4.00% and the applicable margin for revolving loans that are base prime rate loans ranges from 1.75% to 3.00%. The credit
facility contains various covenants which limit the Partnership’s ability to make distributions; make certain investments and acquisitions; enter into certain
agreements; incur indebtedness; sell assets; and make certain amendments to the Partnership's omnibus agreement with Martin Resource Management Corporation
(the "Omnibus Agreement").
2
The Partnership is in compliance with all debt covenants as of December 31, 2020.
3
The indentures for each of the outstanding senior notes restrict the Partnership’s ability to sell assets; pay distributions or repurchase units or redeem or
repurchase subordinated debt; make investments; incur or guarantee additional indebtedness or issue preferred units; and consolidate, merge or transfer all or
substantially all of its assets.
4
On August 12, 2020 (the "Settlement Date"), the Partnership and Martin Midstream Finance Corp. (collectively, the "Issuers") completed an exchange
offer (the "Exchange Offer") and consent solicitation to certain eligible holders of the 2021 Notes and separate but related cash tender offer (the "Cash Tender
Offer" and, together with the Exchange Offer, the "Offers") and consent solicitation to certain other holders of the 2021 Notes.
Pursuant to the Exchange Offer, in exchange for $334,441 in aggregate principal amount of 2021 Notes, representing approximately 91.76% of the
outstanding aggregate principal amount of the 2021 Notes, the Issuers (i) paid $41,967 in cash, plus $11,854 of accrued and unpaid interest from and including
February 15, 2020 until the Settlement Date, (ii) issued $291,970 in aggregate principal amount of the Issuers’ 11.50% senior secured second lien notes due 2025
(the "2025 Notes"),
97
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
and (iii) pursuant to the rights offering in connection with the Exchange Offer, issued $53,750 aggregate principal amount of the Issuers’ 10.00% senior secured
1.5 lien notes due 2024 (the "2024 Notes"), which amount includes the previously disclosed $3,750 backstop commitment fee which was paid in 2024 Notes.
Pursuant to the Cash Tender Offer, in exchange for $1,225 in aggregate principal amount of 2021 Notes, representing approximately 0.34% of the
outstanding aggregate principal amount of 2021 Notes, the Issuers paid $791 in cash, plus $43 of accrued and unpaid interest on such existing 2021 Notes from
February 15, 2020 up to, but not including, the Settlement Date.
Whether a debt exchange should be accounted for pursuant to ASC 470-60, Troubled Debt Restructurings by Debtors, or pursuant to ASC 470-50,
Modifications and Extinguishments, requires judgments to be made with respect to whether or not an entity is experiencing financial difficulty and if a concession
was granted by the creditor. As it was determined that the Partnership did not experience a decrease in the effective borrowing rate of the Partnership’s restructured
debt when compared to the Partnership’s existing debt, a concession was not provided and the accounting for troubled debt restructuring was not applied. Further,
the Partnership applied the provisions of ASC 470-50 in determining whether to account for the debt exchange as a modification or extinguishment and concluded
the debt instruments were not substantially different. Accordingly, the Partnership accounted for the debt exchange as a modification. In conjunction with the
transactions above, the Partnership recorded a loss on the Exchange Offer in the amount of $8,817, which includes $9,566 in transaction costs related to the
Exchange Offer, plus $189 in net unamortized issuance costs and premiums related to the 2021 Notes, offset by a gain on retirement of the 2021 Notes of $938. In
accordance with ASC 470-50 related to debt modifications, the Partnership capitalized certain lender related costs of $5,883 (including the backstop commitment
fee described above), which was allocated between the respective senior note issuances and will be amortized over the contractual terms of the 2025 Notes and
2024 Notes.
As of December 31, 2020, the remaining portion of the 2021 Notes were due within twelve months and have therefore been presented as a current liability
on the Consolidated Balance Sheets at December 31, 2020. On February 15, 2021, the 2021 Notes matured and the Partnership retired the outstanding balance of
$28,790 using its revolving credit facility.
5
In March 2020, the Partnership repurchased on the open market an aggregate $9,344 of the 2021 Notes, resulting in a gain on retirement of $3,484.
6
Amendment to Credit Facility. On July 8, 2020, the Partnership amended its revolving credit facility (the "Credit Facility Amendment") to, among other
things, permit the Exchange Offer. On August 12, 2020, upon the closing of the Exchange Offer and Cash Tender Offer and satisfaction of certain other conditions
set forth in the Credit Facility Amendment, the Credit Facility Amendment, among other things:
•
•
•
•
•
•
•
reduced the aggregate amount of commitments under the revolving credit facility from $400 million to $300 million;
requires an additional $25 million reduction in the commitments under the revolving credit facility if the Partnership receives $25 million or more in net
cash proceeds from any asset sale;
limits the Partnership’s ability to make quarterly distributions to its unitholders in excess of $0.005 per unit unless the Partnership’s Total Leverage Ratio
(as defined in the Credit Facility Amendment) is below 3.75:1:00;
increases the pricing under the revolving credit facility and adds a 1.0% LIBOR floor;
requires the Partnership to maintain a minimum Interest Coverage Ratio (as defined in the revolving credit facility) of 2.0:1.0 with respect to the fiscal
quarters ending in September and December of 2020, 1.75:1.0 with respect to each fiscal quarter ending in 2021, and 2.0:1.0 with respect to each fiscal
quarter thereafter;
requires the Partnership to maintain a maximum Total Leverage Ratio of not more than 5.75:1.0 with respect to the fiscal quarters ending in September
and December of 2020 and March and June of 2021, 5.50 with respect to the fiscal quarter ending in September of 2021, 5.00 with respect to the fiscal
quarter ending in December of 2021 and the fiscal quarters ending in March, June and September of 2022, and 4.50:1.0 with respect to each fiscal quarter
thereafter, which financial covenant replaces the existing maximum Leverage Ratio (as defined in the revolving credit facility in effect prior to the Credit
Facility Amendment);
requires the Partnership to maintain a maximum First Lien Leverage Ratio (as defined in the Credit Facility Amendment) of not more than 2.25:1.0 with
respect to the fiscal quarters ending in September and December of 2020
98
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
and each fiscal quarter ending in 2021, and 2.0:1.0 with respect to each fiscal quarter thereafter, which financial covenant replaces the existing maximum
Senior Leverage Ratio (as defined in the revolving credit facility in effect prior to the Credit Facility Amendment).
In conjunction with the Credit Facility Amendment, the Partnership expensed $1,063 in unamortized debt issuance costs related to the revolving credit
facility for the year ended December 31, 2020, the amount of which is included in "Interest expense" in the Partnership's Consolidated Statements of Operations.
The Partnership paid cash interest, net of capitalized interest, in the amount of $37,678, $48,025, and $50,543 for the years ended December 31, 2020,
2019 and 2018, respectively. Capitalized interest was $43, $5, and $624 for the years ended December 31, 2020, 2019 and 2018, respectively.
NOTE 17. PARTNERS' CAPITAL (DEFICIT)
As of December 31, 2020, partners’ capital consisted of 38,851,174 common limited partner units, representing a 98% partnership interest, and a 2% general
partner interest. Martin Resource Management Corporation, through subsidiaries, owned 6,114,532 of the Partnership's common limited partnership units
representing approximately 15.7% of the Partnership's outstanding common limited partnership units. MMGP, the Partnership's general partner, owns
the 2% general partnership interest.
The Partnership Agreement contains specific provisions for the allocation of net income and losses to each of the partners for purposes of maintaining their
respective partner capital accounts.
Incentive Distribution Rights
MMGP holds a 2% general partner interest and certain incentive distribution rights ("IDRs") in the Partnership. IDRs are a separate class of non-voting
limited partner interest that may be transferred or sold by the general partner under the terms of the Partnership Agreement, and represent the right to receive an
increasing percentage of cash distributions after the minimum quarterly distribution and any cumulative arrearages on common units once certain target
distribution levels have been achieved. The Partnership is required to distribute all of its available cash from operating surplus, as defined in the Partnership
Agreement.
The target distribution levels entitle the general partner to receive 2% of quarterly cash distributions up to $0.55 per unit, 15% of quarterly cash
distributions in excess of $0.55 per unit until all unitholders have received $0.625 per unit, 25% of quarterly cash distributions in excess of $0.625 per unit until all
unitholders have received $0.75 per unit and 50% of quarterly cash distributions in excess of $0.75 per unit.
For the years ended December 31, 2020, 2019 and 2018, the general partner was allocated no incentive distributions.
Distributions of Available Cash
The Partnership distributes all of its available cash (as defined in the Partnership Agreement) within 45 days after the end of each quarter to unitholders of
record and to the general partner. Available cash is generally defined as all cash and cash equivalents of the Partnership on hand at the end of each quarter less the
amount of cash reserves its general partner determines in its reasonable discretion is necessary or appropriate to: (i) provide for the proper conduct of the
Partnership’s business; (ii) comply with applicable law, any debt instruments or other agreements; or (iii) provide funds for distributions to unitholders and the
general partner for any one or more of the next four quarters, plus all cash on the date of determination of available cash for the quarter resulting from working
capital borrowings made after the end of the quarter.
Net Income per Unit
The Partnership follows the provisions of the FASB ASC 260-10 related to earnings per share, which addresses the application of the two-class method in
determining income per unit for master limited partnerships having multiple classes of securities that may participate in partnership distributions accounted for as
equity distributions. Undistributed earnings are allocated to the general partner and limited partners utilizing the contractual terms of the Partnership Agreement.
Distributions to the general partner pursuant to the IDRs are limited to available cash that will be distributed as defined in the Partnership
99
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
Agreement. Accordingly, the Partnership does not allocate undistributed earnings to the general partner for the IDRs because the general partner's share of
available cash is the maximum amount that the general partner would be contractually entitled to receive if all earnings for the period were distributed. When
current period distributions are in excess of earnings, the excess distributions for the period are to be allocated to the general partner and limited partners based on
their respective sharing of losses specified in the Partnership Agreement. Additionally, as required under FASB ASC 260-10-45-61A, unvested share-based
payments that entitle employees to receive non-forfeitable distributions are considered participating securities, as defined in FASB ASC 260-10-20, for earnings
per unit calculations.
For purposes of computing diluted net income per unit, the Partnership uses the more dilutive of the two-class and if-converted methods. Under the if-
converted method, the weighted-average number of subordinated units outstanding for the period is added to the weighted-average number of common units
outstanding for purposes of computing basic net income per unit and the resulting amount is compared to the diluted net income per unit computed using the two-
class method. The following is a reconciliation of net income from continuing operations and net income from discontinued operations allocated to the general
partner and limited partners for purposes of calculating net income attributable to limited partners per unit:
Continuing operations:
Income (loss) from continuing operations
Less pre-acquisition income allocated to Parent
Less general partner’s interest in net income:
Distributions payable on behalf of IDRs
Distributions payable on behalf of general partner interest
General partner interest in undistributed income (loss)
Less income allocable to unvested restricted units
Limited partners’ interest in net income
Discontinued operations:
Income (loss) from discontinued operations
Less general partner’s interest in net income:
Distributions payable on behalf of IDRs
Distributions payable on behalf of general partner interest
General partner interest in undistributed loss
Less income allocable to unvested restricted units
Limited partners’ interest in net income
Years Ended December 31,
2019
2020
2018
(6,771) $
—
—
61
(196)
(21)
(6,615) $
4,520 $
—
—
(20)
111
(1)
4,430 $
(7,831)
(11,550)
—
(689)
302
(12)
(18,982)
Years Ended December 31,
2019
2018
2020
— $
(179,466) $
63,486
—
—
—
—
— $
—
806
(4,396)
42
(175,918) $
—
2,258
(989)
40
62,177
$
$
$
$
The Partnership allocates the general partner's share of earnings between continuing and discontinued operations as a proportion of net income from continuing
and discontinued operations to total net income.
The following are the unit amounts used to compute the basic and diluted earnings per limited partner unit for the periods presented:
Basic weighted average limited partner units outstanding
Dilutive effect of restricted units issued
Total weighted average limited partner diluted units outstanding
100
2020
Years Ended December 31,
2019
38,658,881
—
38,658,881
38,656,559
—
38,656,559
2018
38,907,000
15,678
38,922,678
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
All outstanding units were included in the computation of diluted earnings per unit and weighted based on the number of days such units were outstanding
during the period presented. All common unit equivalents were antidilutive for the years ended December 31, 2020 and 2019 because the limited partners were
allocated a net loss in this period.
NOTE 18. UNIT BASED AWARDS
The Partnership recognizes compensation cost related to unit-based awards to both employees and non-employees in its consolidated financial statements in
accordance with certain provisions of ASC 718. Amounts recognized in selling, general, and administrative expense in the consolidated financial statements with
respect to these plans are as follows:
For the Year Ended December 31,
2019
2020
2018
Employees
Non-employee directors
Total unit-based compensation expense
$
$
1,204
218
1,422
$
$
1,226 $
198
1,424 $
1,098
126
1,224
All of the Partnership's outstanding awards at December 31, 2020 met the criteria to be treated under equity classification.
Long-Term Incentive Plans
The Partnership's general partner has a long-term incentive plan for employees and directors of the general partner and its affiliates who perform services for
the Partnership.
On May 26, 2017, the unitholders of the Partnership approved the Martin Midstream Partners L.P. 2017 Restricted Unit Plan. The plan currently permits the
grant of awards covering an aggregate of 3,000,000 common units, all of which can be awarded in the form of restricted units. The plan is administered by the
compensation committee of the general partner’s board of directors (the "Compensation Committee").
A restricted unit is a unit that is granted to grantees with certain vesting restrictions, which may be time-based and/or performance-based. Once these
restrictions lapse, the grantee is entitled to full ownership of the unit without restrictions. The Compensation Committee may determine to make grants under the
plan containing such terms as the Compensation Committee shall determine under the plan. With respect to time-based restricted units ("TBRU's"), the
Compensation Committee will determine the time period over which restricted units granted to employees and directors will vest. The Compensation Committee
may also award a percentage of restricted units with vesting requirements based upon the achievement of specified pre-established performance targets
("Performance Based Restricted Units" or "PBRU's"). The performance targets may include, but are not limited to, the following: revenue and income measures,
cash flow measures, net income before interest expense and income tax expense ("EBIT"), net income before interest expense, income tax expense, and
depreciation and amortization ("EBITDA"), distribution coverage metrics, expense measures, liquidity measures, market measures, corporate sustainability
metrics, and other measures related to acquisitions, dispositions, operational objectives and succession planning objectives. PBRU's are earned only upon our
achievement of an objective performance measure for the performance period. PBRU's which vest are payable in common units. Unvested units granted under the
2017 LTIP may or may not participate in cash distributions depending on the terms of each individual award agreement.
The restricted units issued to directors generally vest in equal annual installments over a four-year period.
On February 12, 2020, the Partnership issued 27,000 TBRU's to each of the Partnership's three independent directors under the 2017 LTIP. These
restricted common units vest in equal installments of 6,750 units on January 24, 2021, 2022, 2023, and 2024.
On March 1, 2018, the Partnership issued 301,550 TBRU's and 317,925 PBRU's to certain employees of Martin Resource Management Corporation. The
TBRU's vest in equal installments over a three-year service period. The PBRU's will vest at the conclusion of a three-year performance period based on certain
performance targets. In addition, the PBRU's awarded on March 1, 2018 that are achieved will only vest if the grantee is employed by Martin Resource
Management
101
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
Corporation on March 31, 2021. As of December 31, 2020, the Partnership is unable to ascertain if certain performance conditions will be achieved and, as such,
has not recognized compensation expense for the vesting of the units. The Partnership will record compensation expense for the vested portion of the units once the
achievement of the performance condition is deemed probable.
The restricted units are valued at their fair value at the date of grant which is equal to the market value of common units on such date. A summary of the
restricted unit activity for the year ended December 31, 2020 is provided below:
Non-vested, beginning of year
Granted (TBRU)
Vested
Forfeited
Non-Vested, end of year
Number of Units
Weighted Average
Grant-Date Fair
Value Per Unit
379,019 $
81,000 $
(101,128) $
(85,467) $
273,424 $
13.91
2.53
13.95
13.90
10.52
Aggregate intrinsic value, end of year
$
391
A summary of the restricted units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested (market value at date of grant) during the
years ended December 31, 2020, 2019 and 2018 is provided below:
Aggregate intrinsic value of units vested
Fair value of units vested
For the Year Ended
December 31,
2019
2020
$
$
151 $
1,427 $
1,351 $
1,551 $
2018
1,195
2,250
As of December 31, 2020, there was $527 of unrecognized compensation cost related to non-vested time-based restricted units. That cost is expected to be
recognized over a weighted-average period of 1.53 years.
NOTE 19. INCOME TAXES
The components of income tax expense (benefit) from operations for the years ended December 31, 2020, 2019 and 2018 are as follows:
Current:
Federal
State
Deferred:
Federal
State
Total income tax expense
2020
2019
2018
$
$
(174) $
741
567
1,027
142
1,169
1,736 $
174 $
366
540
882
478
1,360
1,900 $
—
369
369
—
208
208
577
The operations of a partnership are generally not subject to income taxes, except for Texas margin tax, because its income is taxed directly to its partners. The
Texas margin tax is considered a state income tax and is included in income tax expense on the Consolidated Statements of Operations. Since the tax base on the
Texas margin tax is derived from an income-based measure, the margin tax is construed as income tax, and therefore, the recognition of deferred taxes applies to
the margin
102
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
tax. The impact on deferred taxes as a result of this provision is immaterial. State income taxes attributable to the Texas margin tax relating to the operation of the
Partnership of $468, $458 and $369 were recorded in income tax expense for the years ended December 31, 2020, 2019 and 2018, respectively.
MTI, a wholly owned subsidiary of the Partnership, is subject to income taxes due to its corporate structure (“Taxable Subsidiary”). Prior to the
acquisition of MTI on January 2, 2019, MTI was a QSub of Martin Resource Management Corporation, a qualifying S Corporation. A QSub is not treated as a
separate corporation for federal income tax purposes as it is deemed liquidated into its S Corporation parent. S Corporations are generally not subject to income
taxes because income and losses flow through to shareholders and are reported on their individual returns. State income taxes attributable to the preacquisition
QSub of $0 were recorded in income tax expense for the year ended December 31, 2018. The principal component of the difference between the expected state tax
expense and actual state tax expense relates to taxes incurred in states that do not recognize S corporation status.
Subsequent to the acquisition, the QSub election terminated resulting in MTI being taxed as a stand-alone C Corporation. Total income tax expense
relating to the operation of the Taxable Subsidiary of $1,268 and $1,442 was recorded in income tax expense for the years ended December 31, 2020 and 2019,
respectively.
The income tax expense from the Taxable Subsidiary operations for the years ended December 31, 2020 and 2019 differs from the "expected" tax expense
(computed by applying the federal corporate rate of 21% to income before income taxes of the Taxable Subsidiary) as follows:
"Expected" tax expense
Increase in income taxes resulting from:
State income taxes, net of federal income tax expense
Other non-deductible items
Other, net
Actual tax expense
2020
2019
$
$
361 $
327
472
108
1,268 $
1,116
235
19
72
1,442
Cash paid for income taxes was $416, $515 and $431 for the years ended December 31, 2020, 2019 and 2018, respectively.
Deferred taxes are the result of differences between the bases of assets and liabilities for financial reporting and income tax purposes. Significant
components of deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows:
103
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
Deferred tax assets:
Bad debt reserves
Goodwill and intangibles
Employee benefits
Interest expense
Tax loss carryforwards
Other
Subtotal
Less: Valuation allowance
Total net deferred tax assets
Deferred tax liabilities:
Property and equipment
Operating leases
Other
Total deferred tax liabilities
Net deferred tax assets
2020
2019
$
59 $
13,893
244
—
12,671
251
27,118
—
27,118
(4,861)
(4)
—
(4,865)
22,253 $
$
64
15,245
500
658
12,879
147
29,493
—
29,493
(6,069)
(2)
—
(6,071)
23,422
Deferred tax assets are regularly reviewed for recoverability and a valuation allowance is provided when it is more likely than not that some portion or all
of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which
those temporary differences become deductible. In assessing the need for a valuation allowance, management considers all available positive and negative
evidence, including the ability to carryback operating losses to prior periods and the expected future utilization of net operating loss carryforwards, the reversal of
deferred tax liabilities, projected taxable income, and tax-planning strategies. On the basis of these considerations, as of December 31, 2020, management believes
it is more likely than not that the Taxable Subsidiary will realize the benefit of the existing deferred tax assets.
"Income taxes payable" includes a state income tax liability related to the operation of the Partnership of $455 and $298 for the years ended December 31, 2020
and 2019, respectively. Also included in "Income taxes payable" is a federal income tax liability related to the operation of the Taxable Subsidiary of $0 and $174
for the years ended December 31, 2020 and 2019, respectively, and state income tax liabilities related to the operation of the Taxable Subsidiary of $101 for the
year ended December 31, 2020. State income taxes refundable related to the operation of the Taxable Subsidiary of $117 for the year ended December 31, 2019 are
included in "Other current assets".
At December 31, 2020, MTI had net operating loss carryforwards for income tax purposes of approximately $80,093 related to federal and state taxes. Of these
net operating loss carryforwards, approximately $22,469 will expire between 2027 and 2040 and approximately $57,624 may be carried forward indefinitely.
The operations of the Partnership are generally not subject to income taxes, except as discussed above, because its income is taxed directly to its partners. The
net tax basis in the Partnership's assets and liabilities is greater (less) than the reported amounts on the financial statements by approximately $88,526 and $78,649
as of December 31, 2020 and 2019, respectively.
As of December 31, 2020, the tax years that remain open to assessment are 2017-2019.
NOTE 20. BUSINESS SEGMENTS
The Partnership has four reportable segments: terminalling and storage, natural gas liquids, transportation, and sulfur services. The Partnership’s reportable
segments are strategic business units that offer different products and services. The operating income of these segments is reviewed by the chief operating decision
maker to assess performance and make business decisions.
104
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
The accounting policies of the operating segments are the same as those described in Note 2. The Partnership evaluates the performance of its reportable
segments based on operating income. There is no allocation of administrative expenses or interest expense.
Operating
Revenues
Intersegment
Eliminations
Operating
Revenues After
Eliminations
Depreciation and
Amortization
Operating
Income (Loss)
after
Eliminations
Capital
Expenditures and
Plant
Turnaround
Costs
Year Ended December 31, 2020:
Terminalling and storage
Natural gas liquids
Sulfur services
Transportation
Indirect selling, general, and
administrative
Total
Year Ended December 31, 2019:
Terminalling and storage
Natural gas liquids
Sulfur services
Transportation
Indirect selling, general, and
administrative
Total
Year Ended December 31, 2018:
Terminalling and storage
Natural gas liquids
Sulfur services
Transportation
Indirect selling, general, and
administrative
Total
$
$
$
$
$
191,041 $
247,484
108,020
150,285
—
$
(6,877)
(5)
(13)
(17,793)
—
184,164 $
247,479
108,007
132,492
29,489 $
2,456
12,012
17,505
22,153 $
22,104
36,256
(16,102)
—
—
(17,909)
696,830
$
(24,688)
$
672,142
$
61,462
$
46,502
$
216,313 $
366,502
111,340
183,740
—
$
(6,659)
—
—
(24,118)
—
209,654 $
366,502
111,340
159,622
30,952 $
2,469
11,332
15,307
16,732 $
44,020
22,721
(7,388)
—
—
(17,981)
877,895
$
(30,777)
$
847,118
$
60,060
$
58,104
$
247,840 $
496,026
132,536
178,163
—
$
(6,400)
(19)
—
(28,042)
—
241,440 $
496,007
132,536
150,121
39,508 $
2,488
8,485
11,003
17,540 $
31,581
27,397
(13,560)
—
—
(17,901)
$
1,054,565
$
(34,461)
$
1,020,104
$
61,484
$
45,057
$
11,619
395
7,415
7,348
—
26,777
12,987
1,870
14,853
8,213
—
37,923
13,704
746
4,429
16,335
—
35,214
Revenues from one customer in the Natural Gas Liquids segment was $74,722, $112,280 and $148,103 for the years ended December 31, 2020, 2019 and
2018, respectively.
The Partnership's assets by reportable segment as of December 31, 2020 and 2019 are as follows:
Total assets:
Terminalling and storage
Natural gas liquids
Sulfur services
Transportation
Total assets
2020
2019
$
$
252,794 $
80,737
94,154
151,953
579,638 $
292,136
94,195
110,780
170,045
667,156
105
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
NOTE 21. QUARTERLY FINANCIAL INFORMATION
Consolidated Quarterly Income Statement Information
2020
Revenues
Operating income
Income (loss) from continuing operations
Income (loss) from discontinued operations
Net income (loss)
Income (loss) from continuing operations per unit
Limited partners' interest in net income (loss) per limited partner unit
2019
Revenues
Operating income
Income (loss) from continuing operations
Income from discontinued operations
Net income (loss)
Income (loss) from continuing operations per unit
Limited partners' interest in net income (loss) per limited partner unit
NOTE 22. COMMITMENTS AND CONTINGENCIES
Contingencies
(Unaudited)
First Quarter
Second
Quarter
Third Quarter
Fourth
Quarter
(Dollar in thousands, except per unit amounts)
$
198,883 $
15,600
8,815
—
8,815
0.23
0.22
140,638 $
7,960
(2,203)
—
(2,203)
(0.06)
(0.06)
152,533 $
11,013
(10,819)
—
(10,819)
(0.28)
(0.27)
180,088
11,928
(2,564)
—
(2,564)
(0.07)
(0.06)
First Quarter
Second
Quarter
Third Quarter
Fourth
Quarter
(Dollar in thousands, except per unit amounts)
$
240,033 $
9,606
(4,758)
1,102
(3,656)
(0.12)
0.09
187,323 $
5,010
(10,614)
(180,568)
(191,182)
(0.27)
(4.82)
177,900 $
25,461
13,250
—
13,250
0.34
0.33
241,862
18,027
6,642
—
6,642
0.17
0.14
From time to time, the Partnership is subject to various claims and legal actions arising in the ordinary course of business. In the opinion of management,
the ultimate disposition of these matters will not have a material adverse effect on the Partnership.
On December 31, 2015, the Partnership received a demand from a customer in its lubricants packaging business for defense and indemnity in connection with
lawsuits filed against it in various United States District Courts, which generally allege that the customer engaged in unlawful and deceptive business practices in
connection with its marketing and advertising of its private label motor oil. The Partnership disputes that it has any obligation to defend or indemnify the customer
for its conduct. Accordingly, on January 7, 2016, the Partnership filed a Complaint for Declaratory Judgment in the Chancery Court of Davidson County,
Tennessee requesting a judicial determination that the Partnership does not owe the customer the demanded defense and indemnity obligations. The lawsuits
against the customer have been transferred to the United States District Court for the Western District of Missouri for consolidated pretrial proceedings. On March
1, 2017, at the request of the parties, the Chancery Court of Davidson County, Tennessee administratively closed the Partnership's lawsuit pending rulings in the
United States District Court for the Western District of Missouri. In the event that either party moves the Chancery Court of Davidson County, Tennessee to
reopen the case, we expect the Court would grant such motion and reopen the case. Further, the same customer has made a claim under the Partnership’s insurance
policy. The insurer has denied the claim. However, in the event that the customer is successful in pursuing the claim, such action would negatively impact the
Partnership because the Partnership may have certain reimbursement obligations it would owe the insurance company. If the
106
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
case is reopened or the insurance claim by the customer is successful, we are currently unable to determine the exposure we may have in this matter, if any.
NOTE 23. CONDENSED CONSOLIDATING FINANCIAL INFORMATION
The Partnership's operations are conducted by its operating subsidiaries as it has no independent assets or operations. Martin Operating Partnership L.P. (the
"Operating Partnership"), the Partnership’s wholly-owned subsidiary, and the Partnership's other operating subsidiaries have issued in the past, and may issue in
the future, unconditional guarantees of senior or subordinated debt securities of the Partnership. The guarantees that have been issued are full, irrevocable and
unconditional and joint and several. In addition, the Operating Partnership may also issue senior or subordinated debt securities which, if issued, will be fully,
irrevocably and unconditionally guaranteed by the Partnership. Substantially all of the Partnership's operating subsidiaries are subsidiary guarantors of its
outstanding senior notes and any subsidiaries other than the subsidiary guarantors are minor.
NOTE 24. SUBSEQUENT EVENTS
Retirement of 2021 Notes. On February 15, 2021, the 2021 Notes matured and the Partnership retired the outstanding balance of $28,790 using its
revolving credit facility.
Quarterly Distribution. On January 25, 2021, the Partnership declared a quarterly cash distribution of $0.005 per common unit for the fourth quarter of
2020, or $0.02 per common unit on an annualized basis, which was paid on February 12, 2021 to unitholders of record as of February 5, 2021.
107
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. In accordance with Rules 13a-15 and 15d-15 of the Exchange Act, we, under the supervision
and with the participation of the Chief Executive Officer and Chief Financial Officer of our general partner, carried out an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) as of December 31, 2020. Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer of our general partner concluded that our disclosure controls and procedures were effective as of
December 31, 2020 to provide reasonable assurance that information required to be disclosed by the Partnership in reports that it files or submits under the
Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and
communicated to the Partnership’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions
regarding required disclosure.
(b) Management’s Report on Internal Control Over Financial Reporting. Management is responsible for establishing and maintaining adequate
internal control over financial reporting. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Our management, including the Chief Executive Officer and Chief Financial Officer of our general partner, conducted an evaluation of the effectiveness
of our internal control over financial reporting based on criteria established in the Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control — Integrated Framework (2013), our
management concluded that our internal control over financial reporting was effective as of December 31, 2020.
(c) Changes in Internal Control Over Financial Reporting. There were no changes in our internal controls over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
108
Item 9B. Other Information
None.
109
Item 10.
Directors, Executive Officers and Corporate Governance
Management of Martin Midstream Partners L.P.
PART III
Martin Midstream GP LLC, as our general partner, manages our operations and activities on our behalf. Our general partner was not elected by our unitholders
and will not be subject to re-election in the future. Unitholders do not directly or indirectly participate in our management or operation. Our general partner owes a
fiduciary duty to our unitholders. Our general partner is liable, as general partner, for all of our debts (to the extent not paid from our assets), except for
indebtedness or other obligations that are made specifically non-recourse to it. However, whenever possible, our general partner seeks to provide that our
indebtedness or other obligations are non-recourse to our general partner.
Three directors of our general partner serve on the Conflicts Committee to review specific matters that the directors believe may involve conflicts of interest.
The Conflicts Committee determines if the resolution of the conflict of interest is fair and reasonable to us. The members of the Conflicts Committee may not be
officers or employees of our general partner or directors, officers, or employees of its affiliates and must meet the independence standards established by
NASDAQ to serve on an audit committee of a board of directors. Any matters approved by the Conflicts Committee will be conclusively deemed to be fair and
reasonable to us, approved by all of our partners, and not a breach by our general partner of any duties it may owe us or our unitholders. The current members of
our Conflicts Committee are outside directors, James M. Collingsworth, C. Scott Massey and Byron R. Kelley, all of whom meet the independence standards
established by NASDAQ.
The Audit Committee reviews our external financial reporting, recommends engagement of our independent auditors and reviews procedures for internal
auditing and the adequacy of our internal accounting controls. The current members of our Audit Committee are outside directors, C. Scott Massey, Byron R.
Kelley and James M. Collingsworth, all of whom meet the independence standards established by NASDAQ.
The Compensation Committee oversees compensation decisions for the officers of our general partner as well as the compensation plans described below. The
current members of our Compensation Committee are our outside directors, James M. Collingsworth, C. Scott Massey, and Byron R. Kelley.
The current members of our Nominating Committee are outside directors, James M. Collingsworth, Byron R. Kelley and C. Scott Massey.
We are managed and operated by the directors and officers of our general partner. All of our operational personnel are employees of Martin Resource
Management Corporation. All of the officers of our general partner will spend a substantial amount of time managing the business and affairs of Martin Resource
Management Corporation and its other affiliates. These officers may face a conflict regarding the allocation of their time between our business and the other
business interests of Martin Resource Management Corporation. Our general partner intends to cause its officers to devote as much time to the management of our
business and affairs as is necessary for the proper conduct of our business and affairs.
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Directors and Executive Officers of Martin Midstream GP LLC
The following table shows information for the directors and executive officers of our general partner. Directors and executive officers are elected for one-
year terms.
Name
Ruben S. Martin (1)
Robert D. Bondurant (2)
Randall L. Tauscher
Chris H. Booth
Sharon L. Taylor (3)
Scot A. Shoup
C. Scott Massey
James M. Collingsworth
Byron R. Kelley
Zachary S. Stanton
Christopher M. Reid
Sean P. Dolan
Age
69
62
55
51
56
60
68
66
73
45
33
47
Position with the General Partner
Chairman of the Board of Directors
President and Chief Executive Officer and Director
Executive Vice President and Chief Operating Officer
Executive Vice President, Chief Legal Officer, General Counsel and Secretary
Vice President and Chief Financial Officer
Senior Vice President of Operations
Director
Director
Director
Director
Director (Appointed effective February 8, 2021)
Director (Departed effective February 4, 2021)
(1) Mr. Martin retired as President and Chief Executive Officer effective December 31, 2020 and was appointed Chairman of the Board of Directors of our
general partner effective January 1, 2021.
(2) Mr. Bondurant was appointed President and Chief Executive Officer effective January 1, 2021, and previously served as Executive Vice President and Chief
Financial Officer.
(3) Ms. Taylor was appointed Vice President and Chief Financial Officer effective January 1, 2021.
Ruben S. Martin was appointed to Chairman of the board of directors of our general partner effective January 1, 2021. From 2002 to 2020, Mr. Martin served as
President and Chief Executive Officer and a member of the board of directors of our general partner. Mr. Martin has served as President of Martin Resource
Management Corporation since 1981 and has served in various capacities within the company since 1974. Mr. Martin holds a Bachelor of Science degree in
industrial management from the University of Arkansas. Mr. Martin was selected to serve as a director on our general partner's board of directors due to his depth
of knowledge of the Partnership, including its strategies and operations and his business judgment and his previous experience as Chief Executive Officer of the
Partnership.
Robert D. Bondurant was appointed to President and Chief Executive Officer of our general partner effective January 1, 2021. Prior to this position, Mr.
Bondurant served as Executive Vice President and Chief Financial Officer and has served on the board of directors since 2014. Mr. Bondurant joined Martin
Resource Management Corporation in 1983 as Controller and subsequently was appointed Chief Financial Officer and a member of its board of directors in 1990.
Mr. Bondurant served in the audit department at Peat Marwick, Mitchell and Co. from 1980 to 1983. Mr. Bondurant holds a Bachelor of Business Administration
degree in accounting from Texas A&M University and is a Certified Public Accountant, licensed in the state of Texas. Mr. Bondurant was selected to serve as a
director on our general partner's board of directors due to his depth of knowledge of the Partnership, including its strategies and operations and his business
judgment, as well as his extensive financial and accounting background.
Randall L. Tauscher serves as Executive Vice President and Chief Operating Officer of our general partner. Mr. Tauscher has served as an officer of our general
partner since September 2007. Prior to joining Martin, Mr. Tauscher was employed by Koch Industries for over 18 years, most recently as Senior Vice President
of the Koch Carbon Division. Mr. Tauscher earned a Bachelor of Business Administration degree from Kansas State University.
Chris H. Booth serves as Executive Vice President, Chief Legal Officer, General Counsel and Secretary of our general partner. Mr. Booth has served as an
officer of our general partner since February 2006. Mr. Booth joined Martin Resource Management Corporation in October 2005. Prior to joining Martin
Resource Management Corporation, Mr. Booth was an attorney with the law firm of Mehaffy Weber located in Beaumont, Texas. Mr. Booth holds a Doctor of
Jurisprudence degree and a Masters of Business Administration degree from the University of Houston. Additionally, Mr. Booth holds a Bachelor of
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Science degree in business management from LeTourneau University. Mr. Booth is an attorney licensed to practice in the State of Texas.
Sharon L. Taylor was appointed to Vice President and Chief Financial Officer of our general partner effective January 1, 2021. Prior to this position, Ms.
Taylor served as Director of Finance and Head of Investor Relations since March 2018. Ms. Taylor was a member of the management group of Prism Gas
Systems, Inc. serving as Vice President and Chief Financial Officer, where she continued as Controller after Martin's acquisition of Prism in November 2005. Prior
to Prism, Ms. Taylor served as Director of Finance and Investor Relations for Dynamex Inc., a North American logistics company. She has held finance and
accounting positions with Union Pacific Resources and UP Fuels. Ms. Taylor holds a Bachelor of Business Administration in accounting from Harding University.
Scot A. Shoup serves as Senior Vice President of Operations for our general partner. Mr. Shoup joined Martin Resource Management Corporation in May 2011.
Prior to joining Martin, Mr. Shoup was employed by Exline, Inc. as Executive Vice President from 2005 to 2011 and was employed by Koch Industries in various
capacities for 18 years. Mr. Shoup holds a Bachelor of Science degree in civil engineering from the University of Kansas.
C. Scott Massey serves as a member of the board of directors of our general partner. Mr. Massey has served as a Director since June 2002. Mr. Massey has been
self employed as a Certified Public Accountant since 1998. From 1977 to 1998, Mr. Massey worked for KPMG Peat Marwick, LLP in various positions, including,
most recently, as a Partner in the firm's Tax Practice - Energy, Real Estate, Timber from 1986 to 1998. Mr. Massey received a Bachelor of Business Administration
degree from the University of Texas at Austin and a Doctor of Jurisprudence degree from the University of Houston. Mr. Massey is a Certified Public Accountant,
licensed in the States of Louisiana and Texas. Mr. Massey was selected to serve as a director on our general partner's board of directors due to his extensive
background in public accounting and taxation. Mr. Massey qualifies as an "audit committee financial expert" under the SEC guidelines.
James M. Collingsworth serves as a member of the board of directors of our general partner. Mr. Collingsworth has spent 41 years in all facets of the midstream
and petrochemical industry. In 2013, Mr. Collingsworth retired from Enterprise Products Company as a Sr. Vice President of Regulated NGL Pipelines & Natural
Gas Storage. Mr. Collingsworth currently serves on the board of directors of NGL Energy Partners LP, and has served on the board of directors of Texaco Canada,
Dixie Pipeline Company, Seminole Pipeline Company and the Petrochemical Feedstock Association of America. Mr. Collingsworth has served as a Director since
October 2014. Mr. Collingsworth received a Bachelor’s degree in finance and marketing from Northeastern State University. Mr. Collingsworth was selected to
serve as a director on our general partner's board of directors due to his extensive corporate business experience.
Byron R. Kelley serves as a member of the board of directors of our general partner and also served as an Advisory Director from April 2011 to August 2012. On
December 31, 2013, Mr. Kelley retired as CEO, President and a member of the board of directors of CVR Partners, LP, a chemical company engaged in the
production of nitrogen based fertilizers and served in this position from June 2011 through December 2013. Prior to joining CVR Partners he served as President,
Chief Executive Officer and a member of the board of directors of Regency GP, LLC from April 2008 to November 2010. From 2004 through March of 2008, Mr.
Kelley served as Senior Vice President and Group President of Pipeline and Field Services at CenterPoint Energy. Preceding his work at CenterPoint, Mr. Kelley
served as Executive Vice President of Development, Operations and Engineering, and as President of El Paso Energy International. Mr. Kelley is a past member
and Chairman of the board of directors of the Interstate National Gas Association and previously served as one of the association's representatives on the United
States Natural Gas Council of America. Mr. Kelley received a Bachelor of Science degree in civil engineering from Auburn University. Mr. Kelley was selected to
serve as a director on our general partner's board of directors due to his extensive corporate business experience.
Zachary S. Stanton serves as a member of the board of directors of our general partner. Mr. Stanton has served as a director since 2016. Mr. Stanton is a
Managing Director of Alinda Capital Partners, which he joined in 2011. Prior to joining Alinda, he was a Director at Zolfo Cooper, LLC, a consulting firm based
in New York. Mr. Stanton has over 15 years of experience focused on the corporate development and operations of energy and transportation infrastructure
businesses as well as diversified industrial companies. Mr. Stanton received a Bachelor's degree from Wesleyan University. Mr. Stanton was selected to serve as a
director on our general partner's board of directors due to his affiliation with Alinda, his knowledge of the energy industry and his financial and business expertise.
Christopher M. Reid serves as a member of the board of directors of our general partner. Mr. Reid has served as a Director since his appointment on
February 8, 2021. Mr. Reid is a Director and member of the Global Investments Team at Alinda Capital Partners and has 10 years of experience in infrastructure.
Prior to joining Alinda in 2012, he was an analyst in the industrials group at Deutsche Bank. Mr. Reid received a Bachelor's degree from Yale University. Mr. Reid
was selected to
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serve as a director on our general partner's board of directors due to his affiliation with Alinda, his knowledge of infrastructure and his financial and business
expertise.
Independence of Directors
Messrs. Massey, Collingsworth, and Kelley qualify as "independent" in accordance with the published listing requirements of NASDAQ and applicable
securities laws. The NASDAQ independence definition includes a series of objective tests, such as that the director is not an employee of us and has not engaged
in various types of business dealings with us. In addition, as further required by the NASDAQ rules, the board of directors has made a subjective determination as
to each independent director that no relationships exist which, in the opinion of the board, would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and us with regard
to each director's business and personal activities as they may relate to us and our management.
Board Meetings and Committees
From January 1, 2020 to December 31, 2020, the board of directors of our general partner held 14 meetings. In 2020, all directors of our general partner attended
at least 75% of the meetings of the board of directors and the committees on which they served. Additionally, the board of directors undertook action five times
during 2020 without a meeting by acting through written unanimous consent. We have standing conflicts, audit, compensation and nominating committees of the
board of directors of our general partner. The board of directors of our general partner appoints the members of the Audit, Compensation, Nominating and
Conflicts Committees. Each member of the Audit Committee is an independent director in accordance with NASDAQ and applicable securities laws. Each of the
board committees has a written charter approved by the board. Copies of each charter are posted on our website at www.MMLP.com under the "Corporate
Governance" section. The current members of the committees, the number of meetings held by each committee from January 1, 2020 to December 31, 2020, and a
brief description of the functions performed by each committee are set forth below:
Conflicts Committee (1 meeting). The members of the Conflicts Committee are: Messrs. Kelley (chairman), Massey and Collingsworth. All of the members of the
Conflicts Committee attended all meetings of the committee for the period noted above. The primary responsibility of the Conflicts Committee is to review matters
that the directors believe may involve conflicts of interest. The Conflicts Committee determines if the resolution of the conflict of interest is fair and reasonable to
us. The members of the Conflicts Committee may not be officers or employees of our general partner or directors, officers, or employees of its affiliates and must
meet the independence standards to serve on an audit committee of a board of directors established by NASDAQ. Any matters approved by the Conflicts
Committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners, and not a breach by our general partner of any duties it
may owe us or our unitholders.
Audit Committee (5 meetings). The members of the Audit Committee are Messrs. Massey (chairman), Kelley and Collingsworth. All of the members attended all
meetings of the Audit Committee for the period noted. The primary responsibilities of the Audit Committee are to assist the board of directors in its general
oversight of our financial reporting, internal controls and audit functions, and it is directly responsible for the appointment, retention, compensation and oversight
of the work of our independent auditors. The members of the Audit Committee of the board of directors of our general partner each qualify as "independent" under
standards established by the SEC for members of audit committees, and the Audit Committee includes at least one member who is determined by the board of
directors to meet the qualifications of an "audit committee financial expert" in accordance with SEC rules, including that the person meets the relevant definition of
an "independent" director. C. Scott Massey is the independent director who has been determined to be an audit committee financial expert. Unitholders should
understand that this designation is a disclosure requirement of the SEC related to Mr. Massey's experience and understanding with respect to certain accounting
and auditing matters. The designation does not impose on Mr. Massey any duties, obligations or liability that are greater than are generally imposed on him as a
member of the Audit Committee and board of directors, and his designation as an audit committee financial expert pursuant to this SEC requirement does not affect
the duties, obligations or liability of any other member of the Audit Committee or board of directors.
Compensation Committee (3 meetings). The members of the Compensation Committee are Messrs. Collingsworth (chairman), Massey and Kelley. All members
attended the meeting of the Compensation Committee for the period noted above. The primary responsibility of the Compensation Committee is to oversee
compensation decisions for the outside directors of our general partner and executive officers of our general partner (in the event they are to be paid by our general
partner) as well as our long-term incentive plan.
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Nominating Committee (1 meeting). The members of the Nominating Committee are Messrs. Collingsworth (chairman), Massey, and Kelley. All of the members
attended the meeting of the Nominating Committee for the period noted above. The primary responsibility of the nominating committee is to select and recommend
nominees for election to the board of directors of our general partner.
Code of Ethics and Business Conduct
Our general partner has adopted a Code of Ethics and Business Conduct applicable to all of our general partner's employees (including any employees of Martin
Resource Management Corporation who undertake actions with respect to us or on our behalf), including all officers, and including our general partner's
independent directors, who are not employees of our general partner, with regard to their activities relating to us. The Code of Ethics and Business Conduct
incorporate guidelines designed to deter wrongdoing and to promote honest and ethical conduct and compliance with applicable laws and regulations. They also
incorporate our expectations of our general partner's employees (including any employees of Martin Resource Management Corporation who undertake actions
with respect to us or on our behalf) that enable us to provide accurate and timely disclosure in our filings with the Securities and Exchange Commission and other
public communications. The Code of Ethics and Business Conduct is publicly available on our website under the "Corporate Governance" section (at
www.MMLP.com). This website address is intended to be an inactive, textual reference only, and none of the material on this website is part of this report. If any
substantive amendments are made to the Code of Ethics and Business Conduct or if we or our general partner grant any waiver, including any implicit waiver, from
a provision of the code to any of our general partner's executive officers and directors, we will disclose the nature of such amendment or waiver on that website or
in a report on Form 8-K.
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Item 11.
Executive Compensation
Compensation Discussion and Analysis
Background
We are required to provide information regarding the compensation program in place as of December 31, 2020, for the CEO, CFO and the three other
most highly-compensated executive officers of our general partner as reflected in the summary compensation table set forth below (the "Named Executive
Officers"). This section should be read in conjunction with the detailed tables and narrative descriptions regarding compensation below.
We are a master limited partnership and have no employees. We are managed by the executive officers of our general partner. These executive officers
are employed by Martin Resource Management Corporation, a private corporation that has significant operations that are separate from ours. With the exception of
our President and Chief Executive Officer as of January 1, 2021, the executive officers of our general partner are also the executive officers of Martin Resource
Management Corporation and devote significant time to the management of Martin Resource Management Corporation’s operations. We reimburse Martin
Resource Management Corporation for a portion of the indirect general and administrative expenses, including compensation expense relating to the service of
these individuals that are allocated to us pursuant to the Omnibus Agreement. Under the Omnibus Agreement, we are required to reimburse Martin Resource
Management Corporation for indirect general and administrative and corporate overhead expenses. For the years ended December 31, 2020, 2019 and 2018 the
board of directors of our general partner approved reimbursement amounts of $16.4 million, $16.7 million and $16.4 million, respectively, reflecting our allocable
share of such expenses. Please see "Item 13. Certain Relationships and Related Transactions, and Director Independence — Agreements — Omnibus Agreement"
for a discussion of the Omnibus Agreement.
Compensation Objectives
As we do not directly compensate the executive officers of our general partner, we do not have any set compensation programs. The elements of Martin
Resource Management Corporation’s compensation program discussed below, along with Martin Resource Management Corporation’s other rewards, are intended
to provide a total rewards package designed to yield competitive total cash compensation, drive performance and reward contributions in support of the businesses
of Martin Resource Management Corporation and other Martin Resource Management Corporation affiliates, including us, for which the Named Executive
Officers perform services. Although we bear an allocated portion of Martin Resource Management Corporation’s costs of providing compensation and benefits to
the Named Executive Officers, we do not have control over such costs and do not establish or direct the compensation policies or practices of Martin Resource
Management Corporation. During 2020, Martin Resource Management Corporation paid compensation based on the performance of Martin Resource
Management Corporation but did not set any specific performance-based criteria and did not have any other specific performance-based objectives.
Elements of Compensation
Martin Resource Management Corporation’s executive officer compensation package includes a combination of annual cash, long-term incentive
compensation and other compensation. Elements of compensation which the Named Executive Officers may be eligible to receive from Martin Resource
Management Corporation consist of the following: (1) annual base salary; (2) discretionary annual cash awards; (3) awards pursuant to the Martin Midstream
Partners L.P. 2017 Restricted Unit Plan and Martin Resource Management Corporation employee benefit plans and (4) where appropriate, other compensation,
including limited perquisites.
Annual Base Salary. Base salary is intended to provide fixed compensation to the Named Executive Officers for their performance of core duties with
respect to Martin Resource Management Corporation and its affiliates, including us, and to compensate for experience levels, scope of responsibility and future
potential. Base salaries are not intended to compensate individuals for extraordinary performance or for above average company performance. The base salaries of
the Named Executive Officers are generally reviewed on an annual basis, as well as at the time of promotion and other changes in responsibilities or market
conditions.
Discretionary Annual Cash Awards. In addition to the annual base salary, the Named Executive Officers may be eligible to receive discretionary annual
cash awards that, if awarded, are paid in a lump sum in the quarter following the end of the fiscal year. These cash awards are designed to provide the Named
Executive Officers with competitive incentives to help
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drive performance and promote achievement of Martin Resource Management Corporation’s business objectives. Named Executive Officers may also be eligible
to receive a cash award based upon their services provided to us in the event that any such Named Executive Officer has devoted a significant amount of their time
to working for us. Any such award is determined in accordance with the same methodologies as the discretionary annual cash awards for Martin Resource
Management Corporation, as described below.
Employee Benefit Plan Awards. The Named Executive Officers may be eligible to receive awards pursuant to the Martin Midstream Partners L.P. 2017
Restricted Unit Plan and Martin Resource Management Corporation employee benefit plans. These employee benefit plan awards are designed to reward the
performance of the Named Executive Officers by providing annual incentive opportunities tied to the annual performance of Martin Resource Management
Corporation. In particular, these awards are provided to the Named Executive Officers in order to provide competitive incentives to these executives who can
significantly impact performance and promote achievement of the business objectives of Martin Resource Management Corporation.
Other Compensation. Martin Resource Management Corporation generally does not pay for perquisites for any of the Named Executive Officers, other
than general recreational activities at certain Martin Resource Management Corporation’s properties and use of Martin Resource Management Corporation
vehicles, including aircraft. No perquisites are paid for services rendered to us. Martin Resource Management Corporation provides an executive life insurance
policy and long term disability policy for the Named Executive Officers with the annual premiums being paid by Martin Resource Management
Corporation. Martin Resource Management Corporation does not provide any greater allocation toward employee health insurance premiums than is provided for
all other employees covered on the health benefits plan.
Compensation Methodology
The compensation policies and philosophy of Martin Resource Management Corporation govern the types and amount of compensation granted to each of
the Named Executive Officers. The board of directors of our general partner has responsibility for evaluating and determining the reasonableness of the total
amount we are charged under the Omnibus Agreement for managerial, administrative and operational support, including compensation of the Named Executive
Officers, provided by Martin Resource Management Corporation.
Our allocation for the costs incurred by Martin Resource Management Corporation in providing compensation and benefits to its employees who serve as
the Named Executive Officers is governed by the Omnibus Agreement. In general, this allocation is based upon estimates of the relative amounts of time that these
employees devote to the business and affairs of our general partner and to the business and affairs of Martin Resource Management Corporation.
When setting compensation for the Named Executive Officers, the elements of compensation above are considered holistically to provide an appropriate
combination of compensation. Annual base salaries for the Named Executive Officers, other than our President and Chief Executive Officer as of January 1, 2021,
are determined by the Management Compensation Committee of Martin Resource Management Corporation comprised of its Chief Executive Officer, Mr. Ruben
Martin, Chief Operating Officer, Mr. Randall Tauscher, and Vice President-Human Resources, Mrs. Melanie Mathews (collectively, the "Management
Compensation Committee of Martin Resource Management Corporation") based on a periodic performance review of each Named Executive Officer. As of
January 1, 2021, the Compensation Committee of our board of directors will be responsible for setting the compensation of our President and Chief Executive
Officer. Except in the case of an exceptional amount of time devoted to us, discretionary annual cash awards are based on the performance of Martin Resource
Management Corporation. Annual discretionary cash awards, if any, are calculated first by allocating a portion of Martin Resource Management Corporation’s
earnings as determined by the Management Compensation Committee of Martin Resource Management Corporation for distribution to key employees of Martin
Resource Management Corporation. Upon such allocation, the Management Compensation Committee of Martin Resource Management Corporation, with input
from appropriate business leaders determines the allocation and distribution of the bonus pool among such employees, including the Named Executive Officers.
All decisions of the Management Compensation Committee of Martin Resource Management Corporation concerning the compensation of the Named Executive
Officers are reviewed and approved by the Compensation Committee of the Board of Directors of Martin Resource Management Corporation, which is made up of
Mr. Cullen M. Godfrey, an independent director of Martin Resource Management Corporation and Mr. Ruben Martin. With respect to employee benefit plan
awards pursuant to plans maintained by the Partnership, the Management Compensation Committee of Martin Resource Management Corporation makes a
recommendation as to whether such awards should be awarded to any employees. Any such employee plan awards are then considered and must be approved by
the Compensation Committee and then are distributed to the employees, including Named Executive Officers, accordingly. Further, Martin Resource Management
Corporation, with the approval of the Compensation Committee of the Board of Directors of Martin Resource Management Corporation or the Compensation
Committee regularly reviews market data and relevant compensation surveys
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when setting base compensation and, when appropriate, engages compensation consultants. Because he serves on both the Management Compensation Committee
of Martin Resource Management Corporation and on the Compensation Committee of the Board of Directors of Martin Resource Management Corporation, Mr.
Martin, as Chief Executive Officer of Martin Resource Management Corporation, has significant authority in setting base salaries, discretionary annual cash award
allocations and amounts and employee benefit award distributions.
Any awards granted under our long-term incentive plan, which to date have consisted of the grant of restricted common units to the independent directors
and employees of our general partner, are approved by the Compensation Committee.
Determination of 2020 Compensation Amounts
During 2020, elements of all compensation paid to the Named Executive Officers by Martin Resource Management Corporation consisted of the
following: (1) annual base salary; (2) discretionary annual cash awards; (3) awards pursuant to the Martin Midstream Partners L.P. 2017 Restricted Unit Plan and
Martin Resource Management Corporation employee benefit plans; and (4) other compensation, including limited perquisites. With respect to the Named
Executive Officers, they were paid an allocated portion of their base salaries.
Annual Base Salary. The portions of the annual base salaries paid by Martin Resource Management Corporation to the Named Executive Officers, which
are allocable to us under our Omnibus Agreement with Martin Resource Management Corporation, are reflected in the summary compensation table below. Based
upon the agreement of our general partner with Martin Resource Management Corporation, we have reimbursed Martin Resource Management Corporation for
approximately 70.2% of the aggregate annual base salaries paid to the Named Executive Officers by Martin Resource Management Corporation during 2020. The
foregoing agreement has been developed based on an assessment of the estimated percentage of the time spent by the Named Executive Officers managing our
affairs, relative to the affairs of Martin Resource Management Corporation ranging from approximately 55% to 100%. During 2020, our Named Executive Officers
were Mr. Ruben Martin, the President and Chief Executive Officer of our general partner, Mr. Robert Bondurant, an Executive Vice President and Chief Financial
Officer of our general partner, Mr. Randall Tauscher, an Executive Vice President and Chief Operating Officer of our general partner, Mr. Chris Booth, the
Executive Vice President, General Counsel and Secretary of our general partner, and Mr. Scot A. Shoup, Senior Vice President of Operations. As of December 31,
2020 Ruben Martin retired and ceased being a Named Executive Officer and Robert D. Bondurant was appointed President and Chief Executive Officer. Sharon L.
Taylor became Vice President and Chief Financial Officer and a Named Executive Officer.
Discretionary Annual Cash Awards. Discretionary annual cash awards paid to the Named Executive Officers which are allocable to us are reflected in the
summary compensation table below.
Martin Midstream Partners L.P. Long-Term Incentive Plan
On May 26, 2017, the unitholders of the Partnership approved the Martin Midstream Partners L.P. 2017 Restricted Unit Plan (the "2017 LTIP"). The plan
currently permits the grant of awards covering an aggregate of 3,000,000 common units, all of which can be awarded in the form of restricted units. The plan is
administered by the Compensation Committee of our general partner’s board of directors. The purpose of the 2017 LTIP is designed to enhance our ability to
attract, retain, reward and motivate the services of certain key employees, officers, and directors of the general partner and Martin Resource Management
Corporation.
Our general partner’s board of directors or the Compensation Committee, in their discretion, may terminate or amend the 2017 LTIP at any time with
respect to any units for which a grant has not yet been made. Our general partner’s board of directors or the Compensation Committee also have the right to alter or
amend the 2017 LTIP or any part of the plan from time to time, including increasing the number of units that may be reserved for issuance under the plan subject to
any applicable unitholder approval. However, no change in any outstanding grant may be made that would materially impair the rights of the participant without
the consent of the participant. In addition, the restricted units will vest upon a change of control of us, our general partner or Martin Resource Management
Corporation or if our general partner ceases to be an affiliate of Martin Resource Management Corporation.
Restricted Units. A restricted unit is a unit that is granted to grantees with certain vesting restrictions, which may be time-based and/or performance-
based. Once these restrictions lapse, the grantee is entitled to full ownership of the unit without restrictions. The Compensation Committee may determine to make
grants under the plan containing such terms as the Compensation Committee shall determine under the plan. With respect to time-based restricted units
("TBRU's"), the Compensation Committee will determine the time period over which restricted units granted to employees and directors will
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vest. The Compensation Committee may also award a percentage of restricted units with vesting requirements based upon the achievement of specified pre-
established performance targets ("Performance Based Restricted Units" or "PBRU's"). The performance targets may include, but are not limited to, the following:
revenue and income measures, cash flow measures, EBIT, EBITDA, distribution coverage metrics, expense measures, liquidity measures, market measures,
corporate sustainability metrics, and other measures related to acquisitions, dispositions, operational objectives and succession planning objectives. PBRU's are
earned only upon our achievement of an objective performance measure for the performance period. PBRU's which vest are payable in common units. The
Compensation Committee believes this type of incentive award strengthens the tie between each grantee's pay and our financial performance. We intend the
issuance of the common units upon vesting of the restricted units under the plan to serve as a means of incentive compensation for performance and not primarily
as an opportunity to participate in the equity appreciation of the common units. Therefore, plan participants will not pay any consideration for the common units
they receive, and we will receive no remuneration for the units. Unvested units granted under the 2017 LTIP may or may not participate in cash distributions
depending on the terms of each individual award agreement.
If a grantee’s service to the Partnership terminates for any reason, the grantee’s restricted units will be automatically forfeited unless, and to the extent,
the Compensation Committee provides otherwise. Common units to be delivered upon the vesting of restricted units may be common units acquired by our general
partner in the open market, common units already owned by our general partner, common units acquired by our general partner directly from us or any affiliate of
our general partner, newly issued common units under the LTIP, or any combination of the foregoing. Our general partner will be entitled to reimbursement by us
for the cost incurred in acquiring common units. If we issue new common units upon vesting of the restricted units, the total number of common units outstanding
will increase.
Martin Resource Management Corporation Employee Benefit Plans
Martin Resource Management Corporation has employee benefit plans for its employees who perform services for us. The following summary of these
plans is not complete but outlines the material provisions of these plans.
Martin Resource Management Corporation Purchase Plan for Units of Martin Midstream Partners L.P. Martin Resource Management Corporation
maintains a purchase plan for our units to provide employees of Martin Resource Management Corporation and its affiliates who perform services for us the
opportunity to acquire an equity interest in us through the purchase of our common units. Each individual employed by Martin Resource Management Corporation
or an affiliate of Martin Resource Management Corporation that provides services to us is eligible to participate in the purchase plan. Enrollment in the purchase
plan by an eligible employee will constitute a grant by Martin Resource Management Corporation to the employee of the right to purchase common units under the
purchase plan. The right to purchase common units granted by the Partnership under the purchase plan is for the term of a purchase period.
During each purchase period, each participating employee may elect to make contributions to his bookkeeping account each pay period in an amount not
less than one percent of his compensation and not more than fifteen percent of his compensation. The rate of contribution shall be designated by the employee at
the time of enrollment. On each purchase date (the last day of such purchase period), units will be purchased for each participating employee at the fair market
value of such units. The fair market value of the common units to be purchased during such purchase period shall mean the closing sales price of a unit on the
purchase date.
Martin Resource Management Corporation Employee Stock Ownership Plans.
MRMC Employee Stock Ownership Plan ("ESOP"). Martin Resource Management Corporation maintains an employee stock ownership plan that covers
employees who satisfy certain minimum age and service requirements. Under the terms of the ESOP, Martin Resource Management Corporation has the discretion
to make contributions in an amount determined by its board of directors. Those contributions are allocated under the terms of the ESOP and invested primarily in
the common stock of Martin Resource Management Corporation. Participants in the ESOP become 100% vested upon completing six years of vesting service or
upon their attainment of Normal Retirement Age (as defined in the plan document), permanent disability or death during employment. Any forfeitures of non-
vested accounts may be used to pay administrative expenses and restore previous forfeitures of employees rehired before incurring five consecutive breaks-in-
service. Any remaining forfeitures will be allocated to the accounts of employed participants. Participants are not permitted to make contributions including
rollover contributions to the ESOP.
Martin Employee Stock Ownership Plan (the "Plan"). Martin Resource Management Corporation maintains an employee stock ownership plan that
covers employees who satisfied certain minimum age and service requirements but no employee shall become eligible to participate in the Plan on or after January
1, 2013. This Plan is referred to as the "Martin
118
Employee Stock Ownership Plan". Under the terms of the Plan, Martin Resource Management Corporation has the discretion to make contributions in an amount
determined by its board of directors. Those contributions are allocated under the terms of the Plan and invested primarily in the common stock of Martin Resource
Management Corporation. No contributions will be made to the Plan for any Plan year commencing on or after January 1, 2013. The account balances of any
participant who was employed by Martin Resource Management Corporation on December 31, 2012 are fully vested and non-forfeitable. The Plan converted to an
employee stock ownership plan on January 1, 2013.
Martin Resource Management Corporation 401(k) Profit Sharing Plan. Martin Resource Management Corporation maintains a profit sharing plan that
covers employees who satisfy certain minimum age and service requirements. This profit sharing plan is referred to as the "401(k) Plan." Eligible employees may
elect to participate in the 401(k) Plan by electing pre-tax contributions up to 30% of their regular compensation. Martin Resource Management Corporation may
make annual discretionary profit sharing contributions in an amount at the plan year end as determined by the board of directors of Martin Resource Management
Corporation. Participants in the 401(k) Plan prior to January 1, 2017 are 100% vested in matching contributions, while those employed after January 1, 2017
become vested upon completion of the five years of vesting service schedule or upon their attainment of age 65, permanent disability or death during employment.
The five year vesting service schedule is also applicable to discretionary contributions made to the plan.
Martin Resource Management Corporation Non-Qualified Option Plan. In September 1999, Martin Resource Management Corporation adopted a stock
option plan designed to retain and attract qualified management personnel, directors and consultants. Under the plan, Martin Resource Management Corporation is
authorized to issue to qualifying parties from time to time options to purchase up to 2,000 shares of its common stock with terms not to exceed ten years from the
date of grant and at exercise prices generally not less than fair market value on the date of grant. In November 2007, Martin Resource Management Corporation
adopted an additional stock option plan designed to retain and attract qualified management personnel, directors and consultants. In December 2013, all
outstanding options were exercised or redeemed in lieu of redemption. There are no outstanding options under this plan as of December 31, 2020.
Change of Compensation Policy. As of January 1, 2021, the Compensation Committee of our general partner will be solely responsible for determining
the base salary, bonus compensation, long-term incentive compensation and other compensation of our President and Chief Executive Officer. The Compensation
Committee will be responsible for the development of the compensation objectives and methodology applicable to the President and Chief Executive Officer.
Other Compensation
Martin Resource Management Corporation generally does not pay for perquisites for any of our named executive officers other than general recreational
activities at certain Martin Resource Management Corporation’s properties located in Texas and use of Martin Resource Management Corporation vehicles,
including aircraft.
119
The following table sets forth the compensation expense that was allocated to us for the services of the named executive officers for the years ended
SUMMARY COMPENSATION TABLE
Retention
Bonus
Stock Awards
(1)
Total Compensation
December 31, 2020, 2019 and 2018.
Name and Principal Position
Ruben S. Martin, President and Chief Executive Officer
Robert D. Bondurant, Executive Vice President and Chief
Financial Officer
Randall L. Tauscher, Executive Vice President and Chief
Operating Officer
Chris H. Booth, Executive Vice President, General Counsel and
Secretary
Scot A. Shoup, Senior Vice President of Operations
Year
2020
2019
2018
2020
2019
2018
2020
2019
2018
2020
2019
2018
2020
2019
2018
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Salary
341,250 $
341,250 $
262,500 $
— $
— $
— $
— $
— $
1,158,913 $
312,000 $
100,000 $
312,000 $
240,000 $
— $
— $
336,000 $
100,000 $
336,000 $
288,000 $
— $
— $
211,750 $
100,000 $
250,250 $
192,500 $
372,000 $
372,000 $
279,000 $
— $
— $
— $
— $
— $
— $
— $
740,870 $
— $
— $
740,870 $
— $
— $
556,000 $
— $
— $
222,400 $
341,250
341,250
1,421,413
412,000
312,000
980,870
436,000
336,000
1,028,870
311,750
250,250
748,500
372,000
372,000
501,400
(1) The amounts shown represent the grant date fair value of awards computed in accordance with FASB ASC 718, however, such awards are subject to vesting requirements for
TBRU's and PBRU's which have not been met as it relates to the 2018 stock award. See Note 18 included in Item 8 herein for the assumptions made in our valuation of such
awards.
Director Compensation
As a partnership, we are managed by our general partner. The board of directors of our general partner performs for us the functions of a board of directors
of a business corporation. Directors of our general partner are entitled to receive total quarterly retainer fees of $16,250 each, which are paid by the general
partner. Martin Resource Management Corporation employees who are a member of the board of directors of our general partner do not receive any additional
compensation for serving in such capacity. Officers of our general partner who also serve as directors will not receive additional compensation. All directors of
our general partner are entitled to reimbursement for their reasonable out-of-pocket expenses in connection with their travel to and from, and attendance at,
meetings of the board of directors or committees thereof. Each director will be fully indemnified by us for actions associated with being a director to the extent
permitted under Delaware law.
The following table sets forth the compensation of our board members for the period from January 1, 2020 through December 31, 2020.
Name
Ruben S. Martin
Robert D. Bondurant
C. Scott Massey (1)
Byron R. Kelley (1)
James M. Collingsworth (1)
Sean P. Dolan
Zachary S. Stanton
Fees Earned
Paid in
Cash
Stock
Awards (2)
Total
$
$
$
$
$
$
$
— $
— $
65,000 $
65,000 $
65,000 $
— $
— $
— $
— $
67,770 $
67,770 $
67,770 $
— $
— $
—
—
132,770
132,770
132,770
—
—
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(1) On February 12, 2020, the Partnership issued 27,000 restricted common units to each of three independent directors, C. Scott Massey, Byron R. Kelley, and
James M. Collingsworth under our 2017 LTIP. These restricted common units vest in equal installments of 6,750 units on January 24, 2021, 2022, 2023 and 2024,
respectively. In calculating the fair value of the award, we multiplied the closing price of our common units on the NASDAQ on the date of grant by the number
of restricted common units granted to each director.
(2) The amounts shown represent the grant date fair value of awards computed in accordance with FASB ASC 718, however, such awards are subject to vesting
requirements for TBRU's and PBRU's which have not been met as it relates to the 2018 stock award. See Note 18 included in Item 8 herein for the assumptions
made in our valuation of such awards.
COMPENSATION REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the general partner of Martin Midstream Partners L.P. has reviewed and discussed the Compensation Discussion and
Analysis section of this report with management of the general partner of Martin Midstream Partners L.P. and, based on that review and discussions, has
recommended that the Compensation Discussion and Analysis be included in this report.
Members of the Compensation Committee:
/s/ James M. Collingsworth
James M. Collingsworth, Committee Chair
/s/ Byron R. Kelley
Byron R. Kelley
/s/ C. Scott Massey
C. Scott Massey
Compensation Committee Interlocks and Insider Participation
Other than these independent directors, no other officer or employee of our general partner or its subsidiaries is a member of the Compensation
Committee. Employees of Martin Resource Management Corporation, through our general partner, are the individuals who work on our matters.
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Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth the beneficial ownership of our units as of March 3, 2021 held by beneficial owners of 5% or more of the units outstanding,
by directors of our general partner, by each executive officer and by all directors and executive officers of our general partner as a group.
Name of Beneficial Owner(1)
MRMC ESOP Trust (4)
Martin Resource Management Corporation (5)
Martin Resource, LLC (5)
Martin Product Sales LLC (5)
Cross Oil Refining & Marketing Inc. (6)
Invesco Ltd. (2)
Ruben S. Martin (6)
Robert D. Bondurant
Randall L. Tauscher
Chris H. Booth (7)
Sharon L. Taylor (8)
Scot A. Shoup
Christopher M. Reid
Zachary S. Stanton
C. Scott Massey (9)
Byron R. Kelley
James M. Collingsworth (10)
All directors and executive officers as a group (10 persons) (11)
Common Units
Beneficially
Owned
6,114,532
6,114,532
4,203,823
1,021,265
889,444
8,216,779
6,575,896
113,595
74,433
48,218
10,064
22,956
—
—
85,854
67,954
66,129
7,065,099
Percentage of
Common Units
Beneficially
Owned (3)
15.7%
15.7%
10.8%
2.6%
2.3%
21.1%
16.9%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
18.2%
(1) The address for Martin Resource Management Corporation and all of the individuals listed in this table, unless otherwise indicated, is c/o Martin
Midstream Partners L.P., 4200 Stone Road, Kilgore, Texas, 75662.
(2) Based solely upon the Schedule 13G/A filed on February 12, 2021 with the SEC by the beneficial owner as of December 31, 2020. Invesco Ltd. has
sole voting power and sole dispositive power over 8,216,779 of common units. The address for Invesco Ltd. is 1555 Peachtree Street NE, Suite 1800,
Atlanta, Georgia, 30309.
(3) The percent of class shown is less than one percent unless otherwise noted.
(4) By virtue of its ownership of 88.39% of the outstanding common stock of Martin Resource Management Corporation, the MRMC ESOP Trust (the
"MRMC ESOP") is the controlling shareholder of Martin Resource Management Corporation, and may be deemed to beneficially own the 6,114,532
MMLP Common Units held by Martin Resource LLC, Cross Oil Refining & Marketing Inc., and Martin Product Sales LLC. Robert D. Bondurant,
Randall L. Tauscher, and Melanie Mathews, Vice President - Human Resources (the "MRMC ESOP Co-Trustees") serve as co-trustees of the MRMC
ESOP but all of its voting and investment decisions are directed by the board of directors of Martin Resource Management Corporation. The MRMC
ESOP expressly disclaims beneficial ownership of the MMLP Common Units as voting and investment decisions are directed by the board of directors
of Martin Resource Management Corporation.
(5) Martin Resource Management Corporation is the owner of Martin Resource, LLC, Martin Product Sales LLC, and Cross Oil Refining & Marketing
Inc., and as such may be deemed to beneficially own the common units held by Martin Resource LLC, Cross Oil Refining & Marketing Inc, and Martin
Product Sales LLC. The 4,203,823 common units beneficially owned by Martin Resource Management Corporation through its ownership of Martin
Resource, LLC have been pledged as security to a third party to secure payment for a loan made by such third party. The 1,021,265 common units
beneficially owned by Martin Resource Management Corporation through its ownership of Martin Product Sales LLC have been pledged as security to
a third party to secure payment for a loan
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made by such third party. The 889,444 common units beneficially owned by Martin Resource Management Corporation through its ownership of Cross
Oil Refining & Marketing Inc. have been pledged as security to a third party to secure payment for a loan made by such third party.
(6)
Includes 461,364 common units owned directly by Mr. Martin, 406,447 of which are pledged to third parties to secure payment for loans. By virtue of
serving as the Chairman of the Board and President of Martin Resource Management Corporation, Ruben S. Martin may exercise control over the
voting and disposition of the securities owned by Martin Resource Management Corporation, and therefore, may be deemed the beneficial owner of the
common units owned by Martin Resource Management Corporation, which include 6,114,532 common units beneficially owned through its ownership
of Martin Resource LLC, Cross Oil Refining & Marketing Inc. and Martin Product Sales LLC.
(7) Mr. Booth is the sole member and sole manager of Mibech Holdings LLC. Mr. Booth may be deemed to be the beneficial owner of 22,375 common
units held by Mibech Holdings LLC.
(8) Ms. Taylor may be deemed to be the beneficial owner of the 1,450 common units held by her husband.
(9) Mr. Massey may be deemed to be the beneficial owner of 1,500 common units held by his wife.
(10) Mr. Collingsworth may be deemed to be the beneficial owner of 775 common units held by his wife.
(11) The total for all directors and executive officers as a group includes the common units directly owned by such directors and executive officers as well as
the common units beneficially owned by Martin Resource Management Corporation as Ruben S. Martin may be deemed to be the beneficial owner
thereof.
Martin Resource Management Corporation owns a 51% voting interest in the holding company that is the sole member of our general partner and,
together with our general partner, owns approximately 15.7% of our outstanding common limited partner units as of December 31, 2020. The table below sets
forth information as of December 31, 2020 concerning (i) each person owning beneficially in excess of 5% of the voting common stock of Martin Resource
Management Corporation, and (ii) the beneficial common stock ownership of (a) each director of Martin Resource Management Corporation, (b) each executive
officer of Martin Resource Management Corporation, and (c) all such executive officers and directors of Martin Resource Management Corporation as a
group. Except as indicated, each individual has sole voting and investment power over all shares listed opposite his or her name.
Name of Beneficial Owner(1)
MRMC ESOP Trust (2)
Martin ESOP Trust (3)
Robert D. Bondurant (3)
Randall Tauscher (3)
Beneficial Ownership of
Voting Common Stock
Number of
Shares
162,772.70
21,382.92
21,382.92
21,382.92
Percent of
Outstanding Voting Stock
88.39 %
11.61 %
11.61 %
11.61 %
(1) The business address of each shareholder, director and executive officer of Martin Resource Management Corporation is c/o Martin Resource
Management Corporation, 4200 Stone Road, Kilgore, Texas 75662.
(2) The MRMC ESOP owns 162,772.70 shares of common stock of Martin Resource Management Corporation. The MRMC ESOP Co-Trustees serve as
trustees of the MRMC ESOP but all of its voting and investment decisions related to the unallocated shares of common stock are directed by the board
of directors of Martin Resource Management Corporation. Of the common stock held by the MRMC ESOP, 139,893.57 shares of common stock are
allocated to participant accounts, and 23,879.13 shares of common stock are unallocated.
(3) Robert D. Bondurant and Randall Tauscher (the "Martin ESOP Co-Trustees") are co-trustees of the Martin Employee Stock Ownership Trust which
converted from a profit sharing plan known as the Martin Employees' Stock Profit Sharing Plan on January 1, 2014. The Martin ESOP Co-Trustees
exercise shared control over the voting and disposition of the securities owned by this trust. As a result, the Martin ESOP Co-Trustees may be deemed
to be the beneficial owner of the securities held by such trust; thus, the number of shares of common stock reported
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herein as beneficially owned by the Martin ESOP Co-Trustees includes the 21,383 shares owned by such trust. The Martin ESOP Co-Trustees disclaim
beneficial ownership of these 21,383 shares.
The following table sets forth information regarding securities authorized for issuance under our equity compensation plans as of December 31, 2020:
Equity Compensation Plan Information
Plan Category
Equity compensation plans approved by security holders
Total
Number of
securities to be
issued upon exercise
of outstanding
options, Warrants
and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
N/A
—
$
N/A
—
2,574,638
2,574,638
(1) Our general partner has adopted and maintains the Martin Midstream Partners L.P. Long-Term Incentive Plan. For a description of the material features of
this plan, please see "Item 11. Executive Compensation – Employee Benefit Plans – Martin Midstream Partners L.P. Long-Term Incentive Plan".
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Item 13.
Certain Relationships and Related Transactions, and Director Independence
Martin Resource Management Corporation owns 6,114,532 of our common limited partnership units representing approximately 15.7% of our
outstanding common limited partnership units as of March 3, 2021. Martin Resource Management Corporation controls Martin Midstream GP LLC, our general
partner, by virtue of its 51% voting interest in MMGP Holdings, LLC, the sole member of our general partner. Our general partner owns a 2% general partner
interest in us and all of our incentive distribution rights. Our general partner’s ability to manage and operate us and Martin Resource Management Corporation’s
ownership of approximately 15.7% of our outstanding common limited partnership units effectively gives Martin Resource Management Corporation the ability to
veto some of our actions and to control our management.
Distributions and Payments to the General Partner and its Affiliates
The following table summarizes the distributions and payments to be made by us to our general partner and its affiliates in connection with our formation,
ongoing operation and liquidation. These distributions and payments were determined by and among affiliated entities and, consequently, are not the result of
arm’s-length negotiations.
Formation Stage
The consideration received by our general partner and
Martin Resource Management Corporation for the transfer of
assets to us
Operational Stage
Distributions of available cash to our general partner
Payments to our general partner and its affiliates
Withdrawal or removal of our general partner
Liquidation Stage
Liquidation
4,253,362 subordinated units (All of the original 4,253,362 subordinated units issued to Martin
Resource Management Corporation have been converted into common units on a one-for-one basis
since the formation of the Partnership. 850,672 subordinated units were converted on each of
November 14, 2005, 2006, 2007 and 2008, respectively, and 850,674 subordinated units were
converted on November 14, 2009)
2% general partner interest; and
the incentive distribution rights.
We will generally make cash distributions 98% to our unitholders, including Martin Resource
Management Corporation as holder of all of the subordinated units, and 2% to our general
partner. In addition, if distributions exceed the minimum quarterly distribution and other higher
target levels, our general partner will be entitled to increasing percentages of the distributions, up to
50% of the distributions above the highest target level as a result of its incentive distribution rights.
Assuming we have sufficient available cash to pay the full minimum quarterly distribution on all of
our outstanding units for four quarters, our general partner would receive an annual aggregate
distribution of approximately $0.01 million on its 2% general partner interest.
Martin Resource Management Corporation is entitled to reimbursement for all direct expenses it or
our general partner incurs on our behalf. The direct expenses include the salaries and benefit costs
employees of Martin Resource Management Corporation who provide services to us. Our general
partner has sole discretion in determining the amount of these expenses. In addition to the direct
expenses, Martin Resource Management Corporation is entitled to reimbursement for a portion of
indirect general and administrative and corporate overhead expenses. Under the omnibus agreement,
we are required to reimburse Martin Resource Management Corporation for indirect general and
administrative and corporate overhead expenses. The board of directors of our general partner will
review and approve future adjustments in the reimbursement amount for indirect expenses, if any,
annually. Please read "Agreements — Omnibus Agreement" below.
If our general partner withdraws or is removed, its general partner interest and its incentive
distribution rights will either be sold to the new general partner for cash or converted into common
units, in each case for an amount equal to the fair market value of those interests.
Upon our liquidation, the partners, including our general partner, will be entitled to receive
liquidating distributions according to their particular capital account balances.
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Agreements
Omnibus Agreement
We and our general partner are parties to the Omnibus Agreement with Martin Resource Management Corporation that governs, among other things,
potential competition and indemnification obligations among the parties to the agreement, related party transactions, the provision of general administration and
support services by Martin Resource Management Corporation and our use of certain of Martin Resource Management Corporation’s trade names and trademarks.
The Omnibus Agreement was amended on November 25, 2009, to include processing crude oil into finished products including naphthenic lubricants, distillates,
asphalt and other intermediate cuts. The Omnibus Agreement was amended further on October 1, 2012, to permit the Partnership to provide certain lubricant
packaging products and services to Martin Resource Management Corporation.
Non-Competition Provisions. Martin Resource Management Corporation has agreed for so long as it controls the general partner of the Partnership, not to
engage in the business of:
•
•
•
•
terminalling, processing, storage and packaging services for petroleum products and by-products including the refining of naphthenic crude oil;
land and marine transportation services for petroleum products and by-products, chemicals, and specialty products;
sulfur and sulfur-based products processing, manufacturing, marketing, and distribution; and
NGL marketing, distribution, and transportation services.
This restriction does not apply to:
•
•
•
•
•
the ownership and/or operation on the Partnership’s behalf of any asset or group of assets owned by it or its affiliates;
any business operated by Martin Resource Management Corporation, including the following:
•
•
•
•
•
•
•
•
distributing asphalt, marine fuel and other liquids;
providing shore-based marine services in Texas, Louisiana, Mississippi, and Alabama;
operating a crude oil gathering business in Stephens, Arkansas;
providing crude oil gathering and marketing services of base oils, asphalt, and distillate products in Smackover, Arkansas;
providing crude oil marketing and transportation from the well head to the end market;
operating an environmental consulting company;
supplying employees and services for the operation of our business; and
operating, solely for our account, the asphalt facilities in each of Hondo, South Houston and Port Neches, Texas and Omaha, Nebraska.
any business that Martin Resource Management Corporation acquires or constructs that has a fair market value of less than $5,000;
any business that Martin Resource Management Corporation acquires or constructs that has a fair market value of $5,000 or more if the Partnership has
been offered the opportunity to purchase the business for fair market value and the Partnership declines to do so with the concurrence of the Conflicts
Committee; and
any business that Martin Resource Management Corporation acquires or constructs where a portion of such business includes a restricted business and the
fair market value of the restricted business is $5,000 or more and represents less than 20% of the aggregate value of the entire business to be acquired or
constructed; provided that, following
126
completion of the acquisition or construction, the Partnership will be provided the opportunity to purchase the restricted business.
Services. Under the Omnibus Agreement, Martin Resource Management Corporation provides us with corporate staff and support services that are substantially
identical in nature and quality to the services previously provided by Martin Resource Management Corporation in connection with its management and operation
of our assets during the one-year period prior to the date of the agreement. The Omnibus Agreement requires us to reimburse Martin Resource Management
Corporation for all direct expenses it incurs or payments it makes on our behalf or in connection with the operation of our business. There is no monetary limitation
on the amount we are required to reimburse Martin Resource Management Corporation for direct expenses. In addition to the direct expenses, Martin Resource
Management Corporation is entitled to reimbursement for a portion of indirect general and administrative and corporate overhead expenses.
Under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate
overhead expenses. For the years ended December 31, 2020, 2019 and 2018, the board of directors of our general partner approved and we reimbursed Martin
Resource Management Corporation of $16.4 million, $16.7 million and $16.4 million, respectively, reflecting our allocable share of such expenses. The board of
directors of our general partner will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.
These indirect expenses cover all of the centralized corporate functions Martin Resource Management Corporation provides for us, such as accounting,
treasury, clerical billing, information technology, administration of insurance, general office expenses and employee benefit plans and other general corporate
overhead functions we share with Martin Resource Management Corporation retained businesses. The provisions of the Omnibus Agreement regarding Martin
Resource Management Corporation’s services will terminate if Martin Resource Management Corporation ceases to control our general partner.
Related Party Transactions. The Omnibus Agreement prohibits us from entering into any material agreement with Martin Resource Management Corporation
without the prior approval of the Conflicts Committee. For purposes of the Omnibus Agreement, the term material agreements means any agreement between us
and Martin Resource Management Corporation that requires aggregate annual payments in excess of then-applicable limitation on the reimbursable amount of
indirect general and administrative expenses. Please read " Services" above.
License Provisions. Under the Omnibus Agreement, Martin Resource Management Corporation has granted us a nontransferable, nonexclusive, royalty-free
right and license to use certain of its trade names and marks, as well as the trade names and marks used by some of its affiliates.
Amendment and Termination. The Omnibus Agreement may be amended by written agreement of the parties; provided, however that it may not be amended
without the approval of the Conflicts Committee if such amendment would adversely affect the unitholders. The Omnibus Agreement was first amended on
November 25, 2009, to permit us to provide refining services to Martin Resource Management Corporation. The Omnibus Agreement was amended further on
October 1, 2012, to permit us to provide certain lubricant packaging products and services to Martin Resource Management Corporation. Such amendments were
approved by the Conflicts Committee. The Omnibus Agreement, other than the indemnification provisions and the provisions limiting the amount for which we
will reimburse Martin Resource Management Corporation for general and administrative services performed on our behalf, will terminate if we are no longer an
affiliate of Martin Resource Management Corporation.
Master Transportation Services Agreement
Master Transportation Services Agreement. MTI, a wholly owned subsidiary of us, is a party to a master transportation services agreement effective January 1,
2019, with certain wholly owned subsidiaries of Martin Resource Management Corporation. Under the agreement, MTI agreed to transport Martin Resource
Management Corporation's petroleum products and by-products.
Term and Pricing. The agreement will continue unless either party terminates the agreement by giving at least 30 days' written notice to the other party. These
rates are subject to any adjustments which are mutually agreed upon or in accordance with a price index. Additionally, shipping charges are also subject to fuel
surcharges determined on a weekly basis in accordance with the U.S. Department of Energy’s national diesel price list.
127
Indemnification. MTI has agreed to indemnify Martin Resource Management Corporation against all claims arising out of the negligence or willful misconduct
of MTI and its officers, employees, agents, representatives and subcontractors. Martin Resource Management Corporation has agreed to indemnify MTI against all
claims arising out of the negligence or willful misconduct of Martin Resource Management Corporation and its officers, employees, agents, representatives and
subcontractors. In the event a claim is the result of the joint negligence or misconduct of MTI and Martin Resource Management Corporation, indemnification
obligations will be shared in proportion to each party’s allocable share of such joint negligence or misconduct.
Terminal Services Agreements
Diesel Fuel Terminal Services Agreement. Effective January 1, 2016, we entered into a second amended and restated terminalling services agreement under
which we provide terminal services to Martin Resource Management Corporation for marine fuel distribution. At such time, the per gallon throughput fee we
charged under this agreement was increased when compared to the previous agreement and may be adjusted annually based on a price index. This agreement was
further amended on January 1, 2017, October 1, 2017, April 1, 2019, and January 1, 2020 to modify its minimum throughput requirements and throughput fees.
The term of this agreement is currently evergreen and it will continue on a month to month basis until terminated by either party by giving 60 days’ written
notice.
Miscellaneous Terminal Services Agreements. We are currently party to several terminal services agreements and from time to time we may enter into other
terminal service agreements for the purpose of providing terminal services to related parties. Individually, each of these agreements is immaterial but when
considered in the aggregate they could be deemed material. These agreements are throughput based with a minimum volume commitment. Generally, the fees due
under these agreements are adjusted annually based on a price index.
Marine Agreements
Marine Transportation Agreement. We are a party to a marine transportation agreement effective January 1, 2006, as amended, under which we provide
marine transportation services to Martin Resource Management Corporation on a spot-contract basis at applicable market rates. Effective each January 1, this
agreement automatically renews for consecutive one-year periods unless either party terminates the agreement by giving written notice to the other party at least
60 days prior to the expiration of the then- applicable term. The fees we charge Martin Resource Management Corporation are based on applicable market rates.
Marine Fuel. We are a party to an agreement with Martin Resource Management Corporation dated November 1, 2002 under which Martin Resource
Management Corporation provides us with marine fuel from its locations in the Gulf of Mexico at a fixed rate in excess of a price index. Under this agreement, we
agreed to purchase all of its marine fuel requirements that occur in the areas serviced by Martin Resource Management Corporation.
Other Agreements
Cross Tolling Agreement. We are a party to an amended and restated tolling agreement with Cross dated October 28, 2014 under which we process crude
oil into finished products, including naphthenic lubricants, distillates, asphalt and other intermediate cuts for Cross. The tolling agreement expires November 25,
2031. Under this tolling agreement, Martin Resource Management Corporation agreed to refine a minimum of 6,500 barrels per day of crude oil at the refinery at a
fixed price per barrel. Any additional barrels are refined at a modified price per barrel. In addition, Martin Resource Management Corporation agreed to pay a
monthly reservation fee and a periodic fuel surcharge fee based on certain parameters specified in the tolling agreement. All of these fees (other than the fuel
surcharge) are subject to escalation annually based upon the greater of 3% or the increase in the Consumer Price Index for a specified annual period.
Other Miscellaneous Agreements. From time to time we enter into other miscellaneous agreements with Martin Resource Management Corporation for the
provision of other services or the purchase of other goods.
Other Related Party Transactions
Transfers of Assets Between Entities Under Common Control
Acquisition of Martin Transport, Inc. On January 2, 2019, we acquired all of the issued and outstanding equity interests of MTI from Martin Resource
Management Corporation for a purchase price of $135.0 million. MTI operates a fleet of trucks providing transportation of petroleum products, liquid petroleum
gas, chemicals, sulfur and other products, as well as
128
owns 23 terminals located throughout the U.S. Gulf Coast and Southeastern United States. The excess of the purchase price over the carrying value of the assets of
$102.4 million was recorded as an adjustment to "Partners' capital."
East Texas Mack Leases. MTI leases equipment, including tractors and trailers, from East Texas Mack Sales ("East Texas Mack"). Certain of our
directors and officers are owners of East Texas Mack, including entities affiliated with Ruben martin, who owns approximately 46% of the issued and outstanding
stock of East Texas Mack. Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the fiscal years ended December 31,
2020, 2019 and 2018 were approximately $0.7, $0.9 and $2.5, respectively.
Miscellaneous
Certain of directors, officers and employees of our general partner and Martin Resource Management Corporation maintain margin accounts with broker-
dealers with respect to our common units held by such persons. Margin account transactions for such directors, officers and employees were conducted by such
broker-dealers in the ordinary course of business.
For information regarding amounts of related party transactions that are included in the Partnership's Consolidated Statements of Operations, please see
Note 14, "Related Party Transactions", in Part II, Item 8.
Approval and Review of Related Party Transactions
If we contemplate entering into a transaction, other than a routine or in the ordinary course of business transaction, in which a related person will have a direct
or indirect material interest, the proposed transaction is submitted for consideration to the board of directors of our general partner or to our management, as
appropriate. If the board of directors is involved in the approval process, it determines whether to refer the matter to the Conflicts Committee, as constituted under
our limited Partnership Agreement. If a matter is referred to the Conflicts Committee, it obtains information regarding the proposed transaction from management
and determines whether to engage independent legal counsel or an independent financial advisor to advise the members of the committee regarding the transaction.
If the Conflicts Committee retains such counsel or financial advisor, it considers such advice and, in the case of a financial advisor, such advisor’s opinion as to
whether the transaction is fair and reasonable to us and to our unitholders.
129
Item 14.
Principal Accounting Fees and Services
KPMG, LLP served as our independent auditors for the fiscal years ended December 31, 2020 and 2019. The following fees were paid to KPMG, LLP for
services rendered during our last two fiscal years:
Audit fees
Audit related fees
Audit and audit related fees
Tax fees
All other fees
Total fees
2020
1,045,000
—
1,045,000
169,912
—
1,214,912
(1) $
(2)
$
2019
1,188,000
—
1,188,000
82,000
—
1,270,000
(1)
(2)
$
$
(1) 2020 audit fees include fees for the annual financial statement audit and interim reviews of the financial statements included in our quarterly reports on Form
10-Q. 2019 audit fees include fees for the annual financial statement audit, audit of internal controls over financial reporting, and interim reviews included
in our quarterly reports on Form 10-Q. In both periods these amounts also include fees related to services in connection with transactions, regulatory
filings, and consents.
(2) Tax fees are for services related to the review of our partnership K-1's returns, and research and consultations on other tax related matters.
Under policies and procedures established by the Board of Directors and the Audit Committee, the Audit Committee is required to pre-approve all audit and
non-audit services performed by our independent auditor to ensure that the provisions of such services do not impair the auditor’s independence. All of the
services described above that were provided by KPMG, LLP in years ended December 31, 2020 and December 31, 2019 were approved in advance by the Audit
Committee.
130
Item 15.
Exhibits, Financial Statement Schedules
(a) Financial Statements, Schedules
PART IV
(1) Financial Statements (see Part II, Item 8. of this Annual Report on Form 10-K regarding financial statements)
(2) Financial Statement Schedules: The separate filing of financial statement schedules has been omitted because such schedules are either not
applicable or the information called for therein appears in the footnotes of our Consolidated Financial Statements.
131
(b) Exhibits
Exhibit
Number
INDEX TO EXHIBITS
Exhibit Name
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
Certificate of Limited Partnership of Martin Midstream Partners L.P. (the "Partnership"), dated June 21, 2002 (filed as Exhibit 3.1 to the
Partnership's Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated November 25, 2009 (filed as Exhibit 10.1 to the
Partnership's Amendment to Current Report on Form 8-K/A (SEC File No. 000-50056), filed January 19, 2010, and incorporated herein by
reference).
Amendment No. 2 to the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated January 31, 2011 (filed as
Exhibit 3.1 to the Partnership's Current Report on Form 8-K (SEC File No. 000-50056), filed February 1, 2011, and incorporated herein by
reference).
Amendment No. 3 to the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated October 2, 2012 (filed as
Exhibit 10.5 to the Partnership's Current Report on Form 8-K (SEC File No. 000-50056), filed October 9, 2012, and incorporated herein by
reference).
Certificate of Limited Partnership of Martin Operating Partnership L.P. (the "Operating Partnership"), dated June 21, 2002 (filed as Exhibit 3.3
to the Partnership's Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated November 6, 2002 (filed as Exhibit 3.2 to the
Partnership's Current Report on Form 8-K (SEC File No. 000-50056), filed November 19, 2002, and incorporated herein by reference).
Certificate of Formation of Martin Midstream GP LLC (the "General Partner"), dated June 21, 2002 (filed as Exhibit 3.5 to the Partnership's
Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
Amended and Restated Limited Liability Company Agreement of the General Partner, dated August 30, 2013 (filed as Exhibit 3.1 to the
Partnership's Current Report on Form 8-K (Reg. No. 000-50056), filed September 3, 2013, and incorporated herein by reference).
Certificate of Formation of Martin Operating GP LLC (the "Operating General Partner"), dated June 21, 2002 (filed as Exhibit 3.7 to the
Partnership's Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
Limited Liability Company Agreement of the Operating General Partner, dated June 21, 2002 (filed as Exhibit 3.8 to the Partnership's
Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
Certificate of Formation of Arcadia Gas Storage, LLC, dated June 26, 2006 (filed as Exhibit 3.11 to the Partnership’s Quarterly Report on Form
10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
Company Agreement of Arcadia Gas Storage, LLC, dated December 27, 2006 (filed as Exhibit 3.12 to the Partnership’s Quarterly Report on
Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
Amendment to the Company Agreement of Arcadia Gas Storage, LLC, dated September 5, 2014 (filed as Exhibit 3.13 to the Partnership’s
Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
Certificate of Formation of Cadeville Gas Storage LLC, dated May 23, 2008 (filed as Exhibit 3.14 to the Partnership’s Quarterly Report on
Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
Limited Liability Company Agreement of Cadeville Gas Storage LLC, dated May 23, 2008 (filed as Exhibit 3.15 to the Partnership’s Quarterly
Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
First Amendment to the Limited Liability Company Agreement of Cadeville Gas Storage LLC, dated April 16, 2012 (filed as Exhibit 3.16 to the
Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
Second Amendment to the Limited Liability Company Agreement of Cadeville Gas Storage LLC, dated September 5, 2014 (filed as Exhibit
3.17 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by
reference).
Certificate of Formation of Monroe Gas Storage Company, LLC, dated June 14, 2006 (filed as Exhibit 3.18 to the Partnership’s Quarterly
Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
Amended and Restated Limited Liability Company Agreement of Monroe Gas Storage Company, LLC, dated May 31, 2011 (filed as Exhibit
3.19 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by
reference).
132
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
4.1
4.2
4.3
4.4
4.5
4.6
4.7
First Amendment to the Amended and Restated Limited Liability Company Agreement of Monroe Gas Storage Company, LLC, dated September
5, 2014 (filed as Exhibit 3.20 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and
incorporated herein by reference).
Certificate of Formation of Perryville Gas Storage LLC, dated May 23, 2008.(filed as Exhibit 3.21 to the Partnership’s Quarterly Report on Form
10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
Limited Liability Company Agreement of Perryville Gas Storage LLC, dated June 16, 2008 (filed as Exhibit 3.22 to the Partnership’s Quarterly
Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
First Amendment to the Limited Liability Company Agreement of Perryville Gas Storage LLC, dated April 14, 2010 (filed as Exhibit 3.23 to the
Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
Second Amendment to the Limited Liability Company Agreement of Perryville Gas Storage LLC, dated September 5, 2014 (filed as Exhibit 3.24
to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
Certificate of Formation of Cardinal Gas Storage Partners LLC, dated April 2, 2008 (filed as Exhibit 3.25 to the Partnership’s Quarterly Report on
Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
Third Amended and Restated Limited Liability Company Agreement of Cardinal Gas Storage Partners LLC (F/K/A Redbird Gas Storage LLC)
dated October 27, 2014 (filed as Exhibit 3.26 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29,
2014, and incorporated herein by reference).
Certificate of Formation of Redbird Gas Storage LLC, dated May 24, 2011 (filed as Exhibit 3.27 to the Partnership's Annual Report on Form 10-K
(SEC File No. 000-50056), filed March 2, 2015, and incorporation herein by reference).
Second Amended and Restated LLC Agreement of Redbird Gas Storage LLC, dated as of October 2, 2012. (filed as Exhibit 10.6 to the
Partnership's Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed November 5, 2012, and incorporated herein by reference).
Certificate of Merger of Cardinal Gas Storage Partners LLC with and into Redbird Gas Storage LLC, dated October 27, 2014 (filed as Exhibit 3.27
to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
Indenture (including form of 7.250% Senior Notes due 2021), dated February 11, 2013, by and among the Partnership, Martin Midstream Finance
Corp., the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to the Partnership's Current
Report on Form 8-K (SEC File No. 000-50056), filed February 12, 2013, and incorporated herein by reference).
First Supplemental Indenture, to the Indenture dated as of February 11, 2013 dated as of July 21, 2014, by and among the Partnership, Martin
Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank National Association, as trustee (filed as Exhibit 4.4 to the
Partnership's Form 10-Q (SEC File No. 000-50056), filed July 31, 2014, and incorporated herein by reference).
Second Supplemental Indenture, to the Indenture dated February 11, 2013 dated September 30, 2014, by and among the Partnership, Martin
Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank National Association, as trustee (filed as Exhibit 4.4 to the
Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014 and incorporated herein by reference).
Third Supplemental Indenture, to the Indenture dated February 11, 2013 dated October 27, 2014, by and among the Partnership, Martin Midstream
Finance Corp., the Guarantors named therein and Wells Fargo Bank National Association, as trustee (filed as Exhibit 4.5 to the Partnership’s
Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014 and incorporated herein by reference).
Fourth Supplemental Indenture, to the Indenture dated February 11, 2013 dated January 18, 2019, by and among the Partnership, Martin
Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank National Association, as trustee (filed as exhibit 4.6 to the
Partnership's Annual Report on Form 10-K (SEC File No. 000-50056), filed February 19, 2019 and incorporated herein by reference).
Fifth Supplemental Indenture, to the Indenture dated February 11, 2013, dated as of August 11, 2020, by and among the Partnership, Martin
Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to the
Partnership's Current Report on Form 8-K (SEC File No. 000-50056), filed August 12, 2020 and incorporated herein by reference).
Indenture (including form of 11.50% Senior Secured Second Lien Notes due 2025), dated as of August 12, 2020, by and among the Partnership,
Martin Midstream Finance Corp., the Guarantors named therein, U.S. Bank National Association as trustee, and U.S. Bank National Association as
collateral trustee (filed as Exhibit 4.2 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed August 12, 2020 and
incorporated herein by reference).
133
4.8
4.9*
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
Indenture (including form of 10.00% Senior Secured 1.5 Lien Notes due 2024), dated as of August 12, 2020, by and among the Partnership,
Martin Midstream Finance Corp., the Guarantors named therein, U.S. Bank National Association as trustee, and U.S. Bank National Association
as collateral trustee (filed as Exhibit 4.3 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed August 12, 2020 and
incorporated herein by reference).
Description of Securities
Third Amended and Restated Credit Agreement, dated March 28, 2013, among the Partnership, the Operating Partnership, Royal Bank of Canada
and the other Lenders set forth therein (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC File No. 000-50056), filed
April 3, 2013 and incorporated herein by reference).
First Amendment to Third Amended and Restated Credit Agreement, dated as of July 12, 2013, among the Partnership, the Operating Partnership,
Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.2 to the Partnership’s Quarterly Report on Form 10-Q (SEC
File No. 000-50056), filed May 5, 2014 and incorporated herein by reference).
Second Amendment to Third Amended and Restated Credit Agreement, dated as of May 5, 2014, among the Partnership, the Operating
Partnership, Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.2 to the Partnership's Current Report on Form 8-
K/A (SEC File No. 000-50056), filed May 6, 2014 and incorporated herein by reference)
Third Amendment to Third Amended and Restated Credit Agreement, dated June 27, 2014, among the Partnership, the Operating Partnership,
Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC File
No. 000-50056), filed July 1, 2014, and incorporated herein by reference).
Fourth Amendment to Third Amended and Restated Credit Agreement, dated June 23, 2015, among the Partnership, the Operating Partnership,
Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC File
No. 000-50056), filed June 24, 2015, and incorporated herein by reference).
Fifth Amendment to Third Amended and Restated Credit Agreement, dated April 27, 2016, among the Partnership, the Operating Partnership,
Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File
No. 000-50056), filed April 27, 2016, and incorporated herein by reference).
Sixth Amendment to Third Amended and Restated Credit Agreement, dated February 21, 2018, among the Partnership, the Operating Partnership,
Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File
No. 000-50056), filed February 22, 2018, and incorporated herein by reference).
Seventh Amendment to Third Amended and Restated Credit Agreement, dated July 24, 2018, among the Partnership, the Operating Partnership,
Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.2 to the Partnership’s Current Report on Form 8-K (SEC File
No. 000-50056), filed July 25, 2018, and incorporated herein by reference).
Eighth Amendment to Third Amended and Restated Credit Agreement, dated as of April 16, 2019, among the Partnership, the Operating
Partnership, Royal Bank of Canada and the other Lenders as set forth therein (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-
K (SEC File No. 000-50056), filed April 22, 2019, and incorporated herein by reference).
Ninth Amendment to Third Amended and Restated Credit Agreement, dated as of July 18, 2019, among the Partnership, the Operating
Partnership, Royal Bank of Canada, and the other Lenders as set forth therein (filed as Exhibit 10.2 to the Partnership's Quarterly Report on Form
10-Q (SEC File No. 000-50056), filed July 24, 2019, and incorporated herein by reference).
Tenth Amendment to Third Amended and Restated Credit Agreement, executed as of March 2, 2020, by and among Martin Operating Partnership
L.P., a Delaware limited partnership, as borrower, Martin Midstream Partners L.P., a Delaware limited partnership, the other Loan Parties party
thereto, the Lenders party thereto, and Royal Bank Of Canada, as administrative agent and collateral agent for the Lenders and as an L/C Issuer
and a Lender (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC File No. 000-50056), filed March 6, 2020, and
incorporated herein by reference).
Eleventh Amendment to Third Amended and Restated Credit Agreement, executed as of July 8, 2020, by and among Martin Operating Partnership
L.P., a Delaware limited partnership, as borrower, Martin Midstream Partners L.P., a Delaware limited partnership, the other Loan Parties party
thereto, the Lenders party thereto, and Royal Bank of Canada, as administrative agent and collateral agent for the Lenders and as an L/C Issuer
and a Lender (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed July 9, 2020, and
incorporated herein by reference).
Backstop Agreement, dated as of July 9, 2020, among Martin Midstream Partners L.P., Martin Midstream Finance Corp., the other Credit Parties
party thereto, and the backstop parties party thereto (filed as Exhibit 10.2 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-
50056), filed July 9, 2020, and incorporated herein by reference).
Pledge and Security Agreement, Dated January 2, 2019
134
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25†
10.26†
10.27
10.28
10.29
10.30(1)
10.31(1)
10.32†
10.33
10.34
10.35
Supplement to Pledge Agreement, Dated January 2, 2019
Omnibus Agreement, dated November 1, 2002, by and among Martin Resource Management Corporation, the General Partner, the Partnership
and the Operating Partnership (filed as Exhibit 10.3 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed
November 19, 2002, and incorporated herein by reference).
Amendment No. 1 to Omnibus Agreement, dated as of November 25, 2009, by and among Martin Resource Management Corporation, the
General Partner, the Partnership and the Operating Partnership (filed as Exhibit 10.3 to the Partnership’s Current Report on Form 8-K (SEC File
No. 000-50056), filed December 1, 2009, and incorporated herein by reference).
Amendment No. 2 to Omnibus Agreement, dated October 1, 2012, by Martin Resource Management Corporation, the General Partner, the
Partnership and the Operating Partnership (filed as Exhibit 10.4 to the Partnership's Current Report on Form 8-K (SEC File No. 000-50056),
filed October 9, 2012, and incorporated herein by reference).
Motor Carrier Agreement, dated January 1, 2006, by and between the Operating Partnership and Martin Transport, Inc. (filed as Exhibit 10.9 to
the Partnership’s Annual Report on Form 10-K (SEC File No. 000-50056), filed March 2, 2011, and incorporated herein by reference).
Membership Interests Purchase Agreement, dated August 10, 2014, by and among Energy Capital Partners and its affiliated funds and Redbird
Gas Storage LLC (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed August 12, 2014, and
incorporated herein by reference).
2014 Amended and Restated Tolling Agreement, dated October 28, 2014, by and between the Operating Partnership and Cross Oil Refining &
Marketing, Inc. (filed as Exhibit 10.5 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014,
and incorporated herein by reference).
Marine Transportation Agreement, dated January 1, 2006, by and between the Operating Partnership and Midstream Fuel Service, L.L.C. (filed
as Exhibit 10.10 to the Partnership’s Annual Report on Form 10-K (SEC File No. 000-50056), filed March 2, 2011, and incorporated herein by
reference).
Product Storage Agreement, dated November 1, 2002, by and between Martin Underground Storage, Inc. and the Operating Partnership (filed as
Exhibit 10.8 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed November 19, 2002, and incorporated herein by
reference).
Marine Fuel Agreement, dated November 1, 2002, by and between Martin Fuel Service LLC and the Operating Partnership (filed as Exhibit
10.9 to the Partnership’s Current Report on Form 8-K (SEC No. 000-50056), filed November 19, 2002, and incorporated herein by reference).
Martin Midstream Partners L.P. Amended and Restated Long-Term Incentive Plan (filed as Exhibit 10.1 to the Partnership’s Current Report on
Form 8-K (SEC No. 000-50056), filed January 26, 2006, and incorporated herein by reference).
Form of Restricted Common Unit Grant Notice (filed as Exhibit 10.2 to the Partnership’s Current Report on Form 8-K (SEC No. 000-50056),
filed January 26, 2006, and incorporated herein by reference).
Purchaser Use Easement, Ingress-Egress Easement, and Utility Facilities Easement dated November 1, 2002, by and between MGSLLC and the
Operating Partnership (filed as Exhibit 10.13 to the Partnership’s Current Report on Form 8-K/A (SEC No. 000-50056), filed November 19,
2002, and incorporated herein by reference).
Amended and Restated Terminal Services Agreement by and between the Operating Partnership and Martin Fuel Service LLC ("MFSLLC"),
dated October 27, 2004 (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC No. 000-50056), filed October 28, 2004,
and incorporated herein by reference).
Lubricants and Drilling Fluids Terminal Services Agreement by and between the Operating Partnership and MFSLLC, dated December 23,
2003 (filed as Exhibit 10.4 to the Partnership’s Amendment No. 1 to Current Report on Form 8-K/A (SEC No. 000-50056), filed January 23,
2004, and incorporated herein by reference).
Second Amended and Restated Sales Agency Agreement, dated August 5, 2013, by and between the Operating Partnership and Martin Product
Sales LLC (filed as Exhibit 10.2 to the Partnership's Quarterly Report on Form 10-Q (SEC No. 000-50056) filed November 4, 2013).
Third Amended and Restated Sales Agency Agreement, dated August 2, 2017, by and between the Operating Partnership and Martin Product
Sales LLC (filed as Exhibit 10.20 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056) filed October 25, 2017, and
incorporated herein by reference).
Amended and Restated Martin Resource Management Corporation Purchase Plan for Units of the Partnership, effective April 1, 2015 (filed as
Exhibit 10.1 to the Partnership's registration statement on Form S-8 (SEC File No. 333-203857), filed May 5, 2015, and incorporated herein by
reference).
Form of Partnership Indemnification Agreement (filed as Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-
50056), filed November 6, 2008, and incorporated herein by reference).
Amended and Restated Common Unit Purchase Agreement, dated as of November 24, 2009, by and between the Partnership and Martin
Resource Management Corporation (filed as Exhibit 10.4 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed
December 1, 2009, and incorporated herein by reference).
Supply Agreement dated, as of October 2, 2012, by and between the Partnership and Cross Oil & Refining Marketing Inc. (filed as Exhibit 10.7
to the Partnership's Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed November 5, 2012, and incorporated herein by reference).
135
10.36
10.37
10.38
10.39
10.40(1)
10.41(1)
10.42(1)
10.43
10.44
10.45
10.46
10.47
10.48
10.49
10.50
10.51
10.52
10.53
21.1*
23.1*
Noncompetition Agreement dated, as of October 2, 2012, by and among the Partnership, Cross Oil Refining & Marketing, Inc., and Martin
Resource Management Corporation (filed as Exhibit 10.8 to the Partnership's Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed
November 5, 2012, and incorporated herein by reference).
Purchase Price Reimbursement Agreement, dated October 2, 2012, by Martin Resource Management Corporation to and for the benefit of the
Operating Partnership (filed as Exhibit 10.2 to the Partnership's Current Report on Form 8-K (SEC File No. 000-50056), filed October 9, 2012,
and incorporated herein by reference).
Lubricants Terminalling Services Agreement, dated January 1, 2015, by and between the Operating Partnership and Martin Energy Services
LLC (filed as Exhibit 10.26 to the Partnership's Annual Report on Form 10-K (SEC File No. 000-50056), filed March 2, 2015, and incorporated
herein by reference).
Fuel Terminalling Services Agreement, dated January 1, 2015, by and between the Operating Partnership and Martin Energy Services LLC
(filed as Exhibit 10.27 to the Partnership's Current Report on Form 10-K (SEC File No. 000-50056), filed March 2, 2015, and incorporated
herein by reference).
First Amended and Restated Fuel Terminalling Services Agreement, dated January 1, 2016, by and between the Operating Partnership and
Martin Energy Services, LLC (filed as Exhibit 10.29 to the Partnership's Annual Report on Form 10-K (SEC File No. 000-50056), filed
February 29, 2016, and incorporated herein by reference).
First Amendment to the First Amended and Restated Fuel Terminalling Services Agreement, dated January 1, 2017, by and between the
Operating Partnership and Martin Energy Services, LLC (filed as Exhibit 10.30 to the Partnership’s Annual Report on Form 10-K (SEC File No.
000-50056), filed February 15, 2017, and incorporated herein by reference).
Second Amendment to the First Amended and Restated Fuel Terminalling Services Agreement, dated October 1, 2017, by and between the
Operating Partnership and Martin Energy Services, LLC (filed as Exhibit 10.31 to the Partnership’s Quarterly Report on Form 10-Q (SEC File
No. 000-50056) filed October 25, 2017).
Martin Midstream Partners L.P. 2017 Restricted Unit Plan (filed as Exhibit A to the Partnership’s Definitive Proxy Statement on Schedule 14A
(SEC File No. 000-50056), filed April 21, 2017, and incorporated herein by reference).
Restricted Unit Agreement under the Martin Midstream Partners L.P. 2017 Restricted Unit Plan (filed as Exhibit 10.34 to the Partnership's
Annual Report on Form 10-K (SEC File No. 000-50056), filed February 16, 2018).
Partnership Interest Purchase Agreement (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed
July 25, 2018 and incorporated herein by reference).
Stock Purchase Agreement between Martin Resource Management Corporation and the Operating Partnership (filed as Exhibit 10.1 on the
Partnership’s Current Report Form 8-K (SEC File No. 000-50056), filed October 24, 2018 and incorporated herein by reference).
Master Transportation Services Agreement by and among Martin Resource Management Corporation, Cross Oil Refining & Marketing, Inc.,
Martin Energy Services LLC, and Martin Product Sales LLC (filed as Exhibit 10.1 on the Partnership’s Quarterly Report on Form 10-Q (SEC
File No. 000-50056), filed April 26, 2019 and incorporated herein by reference.
Membership Interest Purchase Agreement by and among Hartree Cardinal Gas, LLC, Cardinal Gas Storage Partners LLC, Hartree Bulk Storage,
LLC, and the Partnership (filed as Exhibit 10.1 on the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed June 13, 2019
and incorporated herein by reference.
Retention Bonus Agreement, dated as of August 28, 2020, among Martin Operating Partnership and certain Named Executive Officers, the
material provisions of which were disclosed in item 5.02 on Form 8-K (SEC File No. 000-50056), filed September 3, 2020.
Restructuring Support Agreement, dated as of June 25, 2020, among Martin Midstream Partners L.P., Martin Midstream GP LLC, Martin
Midstream Finance Corp., Martin Operating GP LLC, Martin Operating Partnership L.P., Martin Transport, Inc., Redbird Gas Storage LLC,
Talen’s Marine & Fuel, LLC, and certain consenting noteholders of the Partnership’s 7.25% senior unsecured notes due 2021 (filed as Exhibit
10.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed June 26, 2020, and incorporated herein by reference).
Asset Purchase and Sale Agreement, dated as of December 22, 2020, by and between Martin Operating Partnership L.P. and John W. Stone Oil
Distributor, LLC (filed as Exhibit 10.1 on the Partnership’s Current Report Form 8-K (SEC File No. 000-50056), filed December 29, 2020 and
incorporated herein by reference).
Vessel Purchase and Sale Agreement, dated December 22, 2020, by and between Martin Operating Partnership L.P. and John W. Stone Oil
Distributor, LLC (filed as Exhibit 10.2 on the Partnership’s Current Report Form 8-K (SEC File No. 000-50056), filed December 29, 2020 and
incorporated herein by reference).
Employment Agreement, dated October 20, 2020, between Martin Resource Management Corporation and Robert D. Bondurant (filed as
Exhibit 10.1 on the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed October 22, 2020 and incorporated herein by
reference).
List of Subsidiaries.
Consent of KPMG LLP.
136
31.1*
31.2*
32.1*
32.2*
101
104
*
†
Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. Pursuant to SEC Release 34-47551, this Exhibit is furnished to the SEC and shall not be deemed to be "filed."
Certification of Chief Financial Officer pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. Pursuant to SEC Release 34-47551, this Exhibit is furnished to the SEC and shall not be deemed to be "filed."
Inline Interactive Data: the following financial information from Martin Midstream Partners L.P.’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2020, formatted in Extensible Business Reporting Language: (1) the Consolidated Balance Sheets; (2) the Consolidated
Statements of Income; (3) the Consolidated Statements of Cash Flows; (4) the Consolidated Statements of Capital; and (6) the Notes to
Consolidated Financial Statements.
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101).
Filed or furnished herewith.
As required by Item 15(a)(3) of Form 10-K, this exhibit is identified as a compensatory plan or arrangement.
(1) Material has been redacted from this exhibit and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of
the Exchange Act, which has been granted.
Item 16.
Form 10-K Summary
Not applicable.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this Report to be signed on our behalf
by the undersigned, thereunto duly authorized representative.
SIGNATURES
March 3, 2021
Martin Midstream Partners L.P
(Registrant)
By:
By:
Martin Midstream GP LLC
It's General Partner
/s/ Robert D. Bondurant
Robert D. Bondurant
President and Chief Executive Officer
137
March 3, 2021
Martin Midstream Partners L.P
(Registrant)
By:
By:
Martin Midstream GP LLC
It's General Partner
/s/ Sharon L. Taylor
Sharon L. Taylor
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on March 3, 2021.
Signature
Title
/s/ Robert D. Bondurant
Robert D. Bondurant
/s/Ruben S. Martin
Ruben S. Martin
/s/Zachary S. Stanton
Zachary S. Stanton
/s/James M. Collingsworth
James M. Collingsworth
/s/Christopher M. Reid
Christopher M. Reid
/s/Byron R. Kelley
Byron R. Kelley
/s/C. Scott Massey
C. Scott Massey
President, Director, and Chief Executive Officer of Martin Midstream GP
LLC (Principal Executive Officer)
Chairman of the Board of Directors of Martin Midstream GP LLC
Director of Martin Midstream GP LLC
Director of Martin Midstream GP LLC
Director of Martin Midstream GP LLC
Director of Martin Midstream GP LLC
Director of Martin Midstream GP LLC
138
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Exhibit 4.9
As of March 3, 2021, Martin Midstream Partners L.P. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"): (1) our common units.
The following description of our common units is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference
to our Second Amended and Restated Agreement of Limited Partnership, dated as of November 25, 2009, as amended by that certain Amendment No. 2 to the
Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of January 31, 2011, as further amended by that certain Amendment
No. 3 to the Second Amended and Restated Limited Partnership Agreement of the Partnership, dated as of October 2, 2012 (as amended, our "Partnership
Agreement"), which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is a part. We encourage you to read
our Partnership Agreement for additional information
Our common units represent limited partner interests that entitle the holders to participate in our partnership distributions and to exercise the rights and
privileges available to limited partners under our Partnership Agreement. References in this "Description of the Common Units" to "we," "us" and "our" mean
Martin Midstream Partners L.P.
Description of Our Common Units
Number of Units
We currently have 38,893,342 common units outstanding, 32,778,810 of which are held by the public, 4,203,823 are held by Martin Resource LLC, 889,444 are
held by Cross Oil Refining & Marketing Inc. and 1,021,265 are held by Martin Product Sales LLC, each a wholly owned subsidiary of Martin Resource
Management. The common units represent an aggregate 98.0% limited partner interest. Our general partner owns an aggregate 2.0% general partner interest in us.
Listing
Our outstanding common units are traded on the Nasdaq National Market under the symbol "MMLP."
Transfer Agent and Registrar
The transfer agent and registrar for our common units is Computershare.
Transfer of Common Units
Except as otherwise provided in the Partnership Agreement, the transfer of a common unit will not be recorded by the transfer agent or recognized by us unless
the transferee executes and delivers a transfer application. By executing and delivering a transfer application, the transferee of common units:
becomes the record holder of the common units and is an assignee until admitted into our partnership as a substituted limited partner;
automatically requests admission as a substituted limited partner in our partnership;
agrees to be bound by the terms and conditions of, and executes, our Partnership Agreement;
represents that the transferee has the capacity, power and authority to enter into our Partnership Agreement;
grants powers of attorney to officers of our general partner and any liquidator of us as specified in our Partnership Agreement; and
•
•
•
•
•
• makes the consents and waivers contained in our Partnership Agreement.
An assignee will become a substituted limited partner of our partnership for the transferred common units upon the consent of our general partner and the
recording of the name of the assignee on our books and records. Our general partner may withhold its consent in its sole discretion.
A transferee’s broker, agent or nominee may complete, execute and deliver a transfer application. We are entitled to treat the record holder of a common unit as
the absolute owner. In that case, the beneficial holder’s rights are limited solely to those that it has against the record holder as a result of any agreement between
the beneficial owner and the record holder.
Common units are securities and are transferable according to the laws governing transfer of securities. In addition to other rights acquired upon transfer, the
transferor gives the transferee the right to request admission as a substituted limited partner in our partnership for the transferred common units. A purchaser or
transferee of common units who does not execute and deliver a transfer application obtains only:
•
•
the right to assign the common unit to a purchaser or other transferee; and
the right to transfer the right to seek admission as a substituted limited partner in our partnership for the transferred common units.
Thus, a purchaser or transferee of common units who does not execute and deliver a transfer application:
•
will not receive cash distributions, unless the common units are held in a nominee or "street name" account and the nominee or broker has executed and
delivered a transfer application; and
• may not receive some U.S. federal income tax information or reports furnished to record holders of common units.
Our Partnership Agreement requires that a transferor of common units provide the transferee with all information that may be necessary to transfer the common
units. The transferor is not required to insure the execution of the transfer application by the transferee and has no liability or responsibility if the transferee
neglects or chooses not to execute and forward the transfer application to the transfer agent.
Until a common unit has been transferred on our books, we and the transfer agent may treat the record holder of the unit as the absolute owner for all purposes,
except as otherwise required by law or applicable stock exchange regulations.
Cash Distributions
Our Partnership Agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash to unitholders of record on the
applicable record date. Other than the requirement in our Partnership Agreement to distribute all of our available cash each quarter, we have no legal obligation to
make quarterly cash distributions and the board of directors of our general partner has considerable discretion to determine the amount of our available cash each
quarter. Available cash generally means, for each fiscal quarter, all cash and cash equivalents on hand at the end of each quarter less the amount of cash reserves
our general partner determines in its reasonable discretion is necessary or appropriate to: (i) provide for the proper conduct of our business; (ii) comply with
applicable law, any debt instruments or other agreements; or (iii) provide funds for distributions to unitholders and our general partner for any one or more of the
next four quarters, plus all cash on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the
quarter. Working capital borrowings are borrowings that are made under our revolving credit facility or other arrangement requiring all borrowings thereunder to
be reduced to a relatively small amount each year for an economically meaningful period of time and in all cases are used solely for working capital purposes or to
pay distributions to partners.
Liquidation
If we dissolve in accordance with our Partnership Agreement, we will sell or otherwise dispose of our assets in a process called liquidation. We will first
apply the proceeds of liquidation to the payment of our creditors. We will distribute any remaining proceeds to the holders of common units and our general
partner, in accordance with their capital account balances, as adjusted to reflect any gain or loss upon the sale or other disposition of our assets in liquidation, all in
accordance with the terms of our Partnership Agreement.
Voting Rights
Except as described below regarding a person or group owning 20% or more of any class of units then outstanding, record holders of units on the record date
will be entitled to notice of, and to vote at, meetings of our limited partners and to act upon matters for which approvals may be solicited.
Meetings of the unitholders may be called by our general partner or by unitholders owning at least 20% of the outstanding units of the class for which a
meeting is proposed. The holders of a majority in voting power of the outstanding units of the class or classes for which a meeting has been called, represented in
person or by proxy, will constitute a quorum
unless any action by the unitholders requires approval by holders of a greater percentage of the units, in which case the quorum will be the greater percentage. For
all matters presented to the limited partners at a meeting at which a quorum is present for which no minimum or other vote of the limited partners is specifically
required pursuant to our Partnership Agreement, the rules and regulations of any national securities exchange on which the common units are admitted to trading,
or applicable law or pursuant to any regulation applicable to us or our partnership interests, a majority of the votes cast by the limited partners holding outstanding
common units will be deemed to constitute the act of all limited partners (with abstentions and broker non-votes being deemed to not have been cast with respect to
such matter). The general partner interest does not entitle our general partner to any vote other than its rights as general partner under our Partnership Agreement,
will not be entitled to vote on any action required or permitted to be taken by the unitholders and will not count toward or be considered outstanding when
calculating required votes, determining the presence of a quorum, or for similar purposes.
Each record holder of a unit has a vote according to its percentage interest in us. However, if at any time any person or group, other than our general partner
and its affiliates, a direct transferee of our general partner and its affiliates, a transferee of such direct transferee, who is notified by our general partner that it will
not lose its voting rights, or a person or a group who acquired 20% or more of any class of units issued by us with the prior approval of the board of directors of our
general partner, acquires, in the aggregate, beneficial ownership of 20% or more of any class of units then outstanding, that person or group will lose voting rights
on all of its units and the units may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders,
calculating required votes, determining the presence of a quorum, or for other similar purposes.
The following matters require the unitholder vote specified below. Matters requiring the approval of a "unit majority" requires the approval of a majority of the
outstanding common units.
Matter
Issuance of additional units
Vote Requirement
No approval rights.
Amendment of the Partnership Agreement
Certain amendments may be made by the general partner without the approval of the
unitholders. Other amendments generally require the approval of a unit majority.
Merger of our partnership or the sale of all or substantially all
of our assets
Dissolution of our partnership
Unit majority.
Unit majority.
Reconstitution of our partnership upon dissolution
Unit majority.
Withdrawal of the general partner
Removal of the general partner
Transfer of ownership interests in the general partner
Transfer of incentive distribution rights
The approval of a majority of the outstanding common units, excluding common units held
by the general partner and its affiliates, is required for the withdrawal of the general partner
prior to September 30, 2012 in a manner which would cause a dissolution of our partnership.
Not less than 66 2/3% of the outstanding units, including units held by our general partner
and its affiliates.
Our general partner may transfer its general partner interest without a vote of our unitholders
in connection with the general partner’s merger or consolidation with or into, or sale of all or
substantially all of its assets to, a third person. Our general partner may also transfer all of its
general partner interest to an affiliate without a vote of our unitholders. The approval of a
majority of the outstanding common units, excluding common units held by the general
partner and its affiliates, is required in other circumstances for a transfer of the general
partner interest to a third party prior to September 30, 2012.
Except for transfers to an affiliate or another person as part of the general partner’s merger or
consolidation with or into, or sale of all or substantially all of its assets to, such affiliate or
person, the approval of a majority of the outstanding common units is required in most
circumstances for a transfer of the incentive distribution rights to a third party prior to
September 30, 2012.
Transfer of ownership interests in the general partner
No approval required at any time.
Amendments of Our Partnership Agreement
Amendments to our Partnership Agreement may be proposed only by or with the consent of our general partner, which consent may be given or withheld in its sole
discretion. In order to adopt a proposed amendment, other than the amendments discussed below, our general partner must seek written approval of the holders of
the number of units required to approve the amendment
or call a meeting of the limited partners to consider and vote upon the proposed amendment. Except as described below, an amendment must be approved by a unit
majority.
Prohibited Amendments. No amendment may be made that would:
•
•
•
•
•
enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner
interests so affected;
enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or
otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which may be given or withheld
in its sole discretion;
change the duration of our partnership;
provide that our partnership is not dissolved upon an election to dissolve our partnership by our general partner that is approved by a unit
majority; or;
give any person the right to dissolve our partnership other than our general partner’s right to dissolve our partnership with the approval of a unit
majority.
The provision of our Partnership Agreement preventing the amendments having the effects described in any of the clauses above can be amended upon
the approval of the holders of at least 90% of the outstanding units voting together as a single class.
Additionally, our general partner may generally make amendments to our Partnership Agreement without the approval of any limited partner in certain
circumstances.
Limitations on Liability
Assuming that a limited partner does not participate in the control of our business within the meaning of the Delaware Act and that it otherwise acts in
conformity with the provisions of our Partnership Agreement, its liability under the Delaware Act will be limited, subject to possible exceptions, to the amount of
capital it is obligated to contribute to us for its common units plus its share of any undistributed profits and assets.
Issuance of Additional Partnership Interests
Subject to certain limitations, our Partnership Agreement authorizes us to issue an unlimited number of additional partnership interests and options, rights,
warrants and appreciation rights relating to the partnership interests for any partnership purpose at any time and from time to time to such persons for such
consideration and on such terms and conditions as our general partner shall determine in its sole discretion, all without the approval of any partners.
In accordance with Delaware law and the provisions of our Partnership Agreement, we may also issue additional partnership interests that, as determined
by our general partner, may have special voting rights to which the common units are not entitled.
Change of Management Provisions
Our Partnership Agreement contains specific provisions that are intended to discourage a person or group from attempting to remove Martin Midstream
GP LLC as our general partner or otherwise change our management. If any person or group other than our general partner and its affiliates acquires beneficial
ownership of 20% or more of any class of units, that person or group loses voting rights on all of its units. This loss of voting rights does not apply to any person or
group that acquires the units from our general partner or its affiliates and any transferees of that person or group who are notified by our general partner that they
will not lose their voting rights or to any person or group who acquires the units with the prior approval of the board of directors of our general partner.
Limited Call Right
If at any time our general partner and its affiliates own more than 80% of the then-issued and outstanding limited partner interests of any class, our
general partner will have the right, which it may assign in whole or in part to any of its affiliates or to us, to acquire all, but not less than all, of the limited partner
interests of such class held by unaffiliated persons as of a record date to be selected by our general partner, on at least 10, but not more than 60, days’ written
notice.
Books and Reports
Our Partnership Agreement states that we will mail or make available to record holders of common units, within 120 days after the close of each fiscal
year, an annual report containing audited financial statements and a report on those financial statements by our independent public accountants. Except for our
fourth quarter, we will also mail or make available summary financial information within 90 days after the close of each quarter. We will furnish each record
holder of a unit with information reasonably required for tax reporting purposes within 90 days after the close of each calendar year.
Right to Inspect Our Books and Records
In addition to information that a limited partner would otherwise have under Delaware law, our Partnership Agreement provides that a limited partner can,
for a purpose reasonably related to its interest as a limited partner, upon reasonable written demand stating the purpose of such demand and at its own expense,
have furnished to such limited partner, certain information regarding the status of our business and financial condition, in addition to certain information related to
our record holders.
Exhibit 21.1
SUBSIDIARIES OF
MARTIN MIDSTREAM PARTNERS L.P.
Jurisdiction of Organization
Delaware
Delaware
Delaware
Delaware
Texas
Louisiana
Subsidiary
Martin Operating GP LLC
Martin Operating Partnership L.P.
Martin Midstream Finance Corp
Redbird Gas Storage LLC
Martin Transport, Inc.
Talen's Marine & Fuel LLC
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Martin Midstream GP LLC:
We consent to the incorporation by reference in the registration statement (No. 333-231927) on Form S-3 and the registration statements (Nos. 333-218693, 333-
203857, and 333-140152) on Form S-8 of Martin Midstream Partners L.P. of our report dated March 3, 2021, with respect to the consolidated balance sheets of
Martin Midstream Partners L.P. and subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in capital (deficit),
and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes, which report appears in the December 31, 2020
annual report on Form 10-K of Martin Midstream Partners L.P.
Our report on the audited consolidated financial statements also refers to a change in the method of accounting for leases in 2019 due to the adoption of
Accounting Standards Codification 842, Leases.
Exhibit 23.1
/s/ KPMG LLP
Dallas, Texas
March 3, 2021
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to 17 CFR 240.13a-14(a)/15d-14(a)
(Section 302 of the Sarbanes-Oxley Act of 2002)
Exhibit 31.1
I, Robert D. Bondurant, certify that:
1. I have reviewed this annual report on Form 10-K of Martin Midstream Partners L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
March 3, 2021
/s/ Robert D. Bondurant
Robert D. Bondurant, President and
Chief Executive Officer of
Martin Midstream GP LLC,
the General Partner of Martin Midstream Partners L.P.
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to 17 CFR 240.13a-14(a)/15d-14(a)
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, Sharon L. Taylor, certify that:
1. I have reviewed this annual report on Form 10-K of Martin Midstream Partners L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
March 3, 2021
/s/ Sharon L. Taylor
Sharon L. Taylor, Vice President and
Chief Financial Officer of
Martin Midstream GP LLC,
the General Partner of Martin Midstream Partners L.P.
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*
In connection with the Annual Report of Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”), on Form 10-K for the year ended
December 31, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Robert D. Bondurant, Chief Executive Officer of Martin Midstream
GP LLC, the general partner of the Partnership, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my
knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
Exhibit 32.1
/s/ Robert D. Bondurant
Robert D. Bondurant,
Chief Executive Officer of Martin Midstream GP LLC,
General Partner of Martin Midstream Partners L.P.
March 3, 2021
*A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to
the Securities and Exchange Commission or its staff upon request.
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*
In connection with the Annual Report of Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”), on Form 10-K for the year ended
December 31, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Sharon L. Taylor, Chief Financial Officer of Martin Midstream GP
LLC, the general partner of the Partnership, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
Exhibit 32.2
/s/ Sharon L. Taylor
Sharon L. Taylor,
Chief Financial Officer
of Martin Midstream GP LLC,
General Partner of Martin Midstream Partners L.P.
March 3, 2021
*A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to
the Securities and Exchange Commission or its staff upon request.