SEC Form 10-Q filed by Martin Midstream Partners L.P. Limited Partnership
$MMLP
Oil Refining/Marketing
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||
For the quarterly period ended March 31, 2024
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (903 ) 983-6200
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| ☒ | No | ☐ | |||||||||
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| ☒ | No | ☐ | |||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | ☐ | No | |||||||||
The number of the registrant’s Common Units outstanding at April 23, 2024, was 39,001,086 .
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Statements included in this quarterly 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), including, without limitation, the information set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations, 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 under "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the "SEC") on February 21, 2024, and as may be updated and supplemented from time to time in our future Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
| Page | |||||
59 | |||||
3
PART I – FINANCIAL INFORMATION
| Item 1. | Financial Statements | ||||
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED BALANCE SHEETS
(Dollars in thousands)
| March 31, 2024 | December 31, 2023 | ||||||||||
| (Unaudited) | (Audited) | ||||||||||
| Assets | |||||||||||
| Cash | $ | $ | |||||||||
Accounts and other receivables, less allowance for doubtful accounts of $ | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| 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 | |||||||||||
| Other assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Partners’ Capital (Deficit) | |||||||||||
| Trade and other accounts payable | $ | $ | |||||||||
| Product exchange payables | |||||||||||
| Income taxes payable | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Operating lease liabilities | |||||||||||
| Other long-term obligations | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Partners’ capital (deficit) | ( | ( | |||||||||
| Total liabilities and partners' capital (deficit) | $ | $ | |||||||||
See accompanying notes to consolidated and condensed financial statements.
4
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars and units in thousands, except per unit amounts)
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Revenues: | |||||||||||
| Terminalling and storage * | $ | $ | |||||||||
| Transportation * | |||||||||||
| Sulfur services | |||||||||||
| Product sales: * | |||||||||||
| Specialty products | |||||||||||
| Sulfur services | |||||||||||
| Total revenues | |||||||||||
| Costs and expenses: | |||||||||||
Cost of products sold: (excluding depreciation and amortization) | |||||||||||
| Specialty products * | |||||||||||
| Sulfur services * | |||||||||||
| Terminalling and storage * | |||||||||||
| Expenses: | |||||||||||
| Operating expenses * | |||||||||||
| Selling, general and administrative * | |||||||||||
| Depreciation and amortization | |||||||||||
| Total costs and expenses | |||||||||||
| Other operating income (loss), net | ( | ||||||||||
| Operating income | |||||||||||
| Other income (expense): | |||||||||||
| Interest expense, net | ( | ( | |||||||||
| Loss on extinguishment of debt | ( | ||||||||||
| Other, net | |||||||||||
| Total other expense | ( | ( | |||||||||
| Net income (loss) before taxes | ( | ||||||||||
| Income tax expense | ( | ( | |||||||||
| Net income (loss) | ( | ||||||||||
| Less general partner's interest in net income (loss) | ( | ||||||||||
| Less income (loss) allocable to unvested restricted units | ( | ||||||||||
| Limited partners' interest in net income (loss) | $ | $ | ( | ||||||||
| Net income (loss) per unit attributable to limited partners - basic | $ | $ | ( | ||||||||
| Net income (loss) per unit attributable to limited partners - diluted | $ | $ | ( | ||||||||
| Weighted average limited partner units - basic | |||||||||||
| Weighted average limited partner units - diluted | |||||||||||
See accompanying notes to consolidated and condensed financial statements.
*Related Party Transactions Shown Below
5
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars and units in thousands, except per unit amounts)
*Related Party Transactions Included Above
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Revenues:* | ||||||||||||||
| Terminalling and storage | $ | $ | ||||||||||||
| Transportation | ||||||||||||||
| Product Sales | ||||||||||||||
| Costs and expenses:* | ||||||||||||||
Cost of products sold: (excluding depreciation and amortization) | ||||||||||||||
| Specialty products | ||||||||||||||
| Sulfur services | ||||||||||||||
| Terminalling and storage | ||||||||||||||
| Expenses: | ||||||||||||||
| Operating expenses | ||||||||||||||
| Selling, general and administrative | ||||||||||||||
See accompanying notes to consolidated and condensed financial statements.
6
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF CAPITAL (DEFICIT)
(Unaudited)
(Dollars in thousands)
| Partners’ Capital (Deficit) | |||||||||||||||||||||||
| Common Limited | General Partner Amount | ||||||||||||||||||||||
| Units | Amount | Total | |||||||||||||||||||||
| Balances - December 31, 2022 | $ | ( | $ | $ | ( | ||||||||||||||||||
| Net loss | — | ( | ( | ( | |||||||||||||||||||
| Issuance of restricted units | — | — | — | ||||||||||||||||||||
| Cash distributions | — | ( | ( | ( | |||||||||||||||||||
| Unit-based compensation | — | — | |||||||||||||||||||||
| Balances - March 31, 2023 | $ | ( | $ | $ | ( | ||||||||||||||||||
| Partners’ Capital (Deficit) | |||||||||||||||||||||||
| Common Limited | General Partner Amount | ||||||||||||||||||||||
| Units | Amount | Total | |||||||||||||||||||||
| Balances - December 31, 2023 | $ | ( | $ | $ | ( | ||||||||||||||||||
| Net income | — | ||||||||||||||||||||||
| Issuance of restricted units | — | — | — | ||||||||||||||||||||
| Cash distributions | — | ( | ( | ( | |||||||||||||||||||
| Unit-based compensation | — | — | |||||||||||||||||||||
| Balances - March 31, 2024 | $ | ( | $ | $ | ( | ||||||||||||||||||
See accompanying notes to consolidated and condensed financial statements.
7
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred debt issuance costs | |||||||||||
| Amortization of debt discount | |||||||||||
| Deferred income tax expense | ( | ||||||||||
| Gain on disposition or sale of property, plant and equipment, net | ( | ||||||||||
| Loss on extinguishment of debt | |||||||||||
| Non cash unit-based compensation | |||||||||||
| Change in current assets and liabilities, excluding effects of acquisitions and dispositions: | |||||||||||
| Accounts and other 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 operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Payments for property, plant and equipment | ( | ( | |||||||||
| Payments for plant turnaround costs | ( | ( | |||||||||
| Proceeds from sale of property, plant and equipment | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payments of long-term debt | ( | ( | |||||||||
| Payments under finance lease obligations | ( | ||||||||||
| Proceeds from long-term debt | |||||||||||
| Payment of debt issuance costs | ( | ( | |||||||||
| Cash distributions paid | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase (decrease) in cash | |||||||||||
| Cash at beginning of period | |||||||||||
| Cash at end of period | $ | $ | |||||||||
| Non-cash additions to property, plant and equipment | $ | $ | |||||||||
See accompanying notes to consolidated and condensed financial statements.
8
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Martin Midstream Partners L.P. (the "Partnership") is a publicly traded limited partnership with a diverse set of operations focused primarily in the Gulf Coast region of the United States ("U.S."). Its four primary business lines include: terminalling, processing, and storage 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 marketing, distribution, and transportation services for natural gas liquids and blending and packaging services for specialty lubricants and grease.
The Partnership’s unaudited consolidated and condensed financial statements have been prepared in accordance with the requirements of Form 10-Q and U.S. Generally Accepted Accounting Principles ("U.S. GAAP") for interim financial reporting. Accordingly, these financial statements have been condensed and do not include all of the information and footnotes required by U.S. GAAP for annual audited financial statements of the type contained in the Partnership’s annual reports on Form 10-K. 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 financial position, results of operations, and cash flows for the periods shown have been made. All such adjustments are of a normal recurring nature. Results for such interim periods are not necessarily indicative of the results of operations for the full year. These financial statements should be read in conjunction with the Partnership’s audited consolidated financial statements and notes thereto included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.
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 and condensed financial statements in conformity with U.S. GAAP. Actual results could differ from those estimates.
NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS
There were no new accounting pronouncements applicable to the Partnership during the three months ended March 31, 2024.
NOTE 3. EXIT OF BUTANE OPTIMIZATION BUSINESS
During the second quarter of 2023, the Partnership completed its previously announced exit from its butane optimization business at the conclusion of the butane selling season. This exit did not qualify as discontinued operations in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 205. Going forward, with respect to butane, the Partnership will operate as a fee-based butane logistics business, primarily continuing to utilize its north Louisiana underground storage assets, which have both truck and rail capability. This logistics business will also utilize the Partnership's truck transportation assets for fee-based product movements. As a result of this new business model, the Partnership will no longer carry butane inventory, enabling the Partnership to reduce commodity risk exposure, cash flow and earnings volatility, and working capital requirements. The following revenues and costs, which are included in the financial results for all periods presented, are not expected to be incurred under the new fee-based butane logistics business model. The butane optimization business has historically been included in the Partnership's Specialty Products operating segment.
| Three Months Ended March 31, | |||||
| 2023 | |||||
| Products revenue | $ | ||||
| Cost of products sold | |||||
| Selling, general and administrative expenses | |||||
| $ | |||||
9
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
NOTE 4. REVENUE
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Terminalling and storage segment | |||||||||||
| Throughput and storage | $ | $ | |||||||||
| $ | $ | ||||||||||
| Transportation segment | |||||||||||
| Land transportation | $ | $ | |||||||||
| Inland marine transportation | |||||||||||
| Offshore marine transportation | |||||||||||
| $ | $ | ||||||||||
| Sulfur services segment | |||||||||||
| Sulfur product sales | $ | $ | |||||||||
| Fertilizer product sales | |||||||||||
| Sulfur services | |||||||||||
| $ | $ | ||||||||||
| Specialty products segment | |||||||||||
| Natural gas liquids product sales | $ | $ | |||||||||
| Lubricant product sales | |||||||||||
| $ | $ | ||||||||||
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 storage and throughput contracts at the Partnership's underground NGL storage facility, revenue is recognized based on the volume stored and moved through the facility 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. 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.
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.
10
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
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 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.
Specialty Products Segment
Natural Gas Liquids ("NGL") revenue is recognized when title is transferred, which is generally when the product is delivered by truck, rail, or pipeline to the Partnership's NGL customers or when the customer picks up the product from our facilities. When lubricants are sold by truck or rail, revenue is recognized when title is transferred, which is generally when the product leaves the Partnership's facility, but can vary based on the specific terms of the contract. Delivery of product is invoiced as the transaction occurs and is generally paid within a month.
| 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| Terminalling and storage | |||||||||||||||||||||||||||||||||||||||||
| Throughput and storage | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Sulfur services | |||||||||||||||||||||||||||||||||||||||||
| Product sales | |||||||||||||||||||||||||||||||||||||||||
| Service revenues | |||||||||||||||||||||||||||||||||||||||||
| Specialty Products | |||||||||||||||||||||||||||||||||||||||||
| NGL product sales | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
NOTE 5. INVENTORIES
Components of inventories at March 31, 2024 and December 31, 2023 were as follows:
| March 31, 2024 | December 31, 2023 | ||||||||||
| Natural gas liquids | $ | $ | |||||||||
| Lubricants | |||||||||||
| Sulfur | |||||||||||
| Fertilizer | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
11
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
NOTE 6. DEBT
At March 31, 2024 and December 31, 2023, long-term debt consisted of the following:
| March 31, 2024 | December 31, 2023 | ||||||||||
$ | $ | $ | |||||||||
$ | |||||||||||
| Total | |||||||||||
| Less: current portion | |||||||||||
| Total long-term debt, net of current portion | $ | $ | |||||||||
1 The interest rate fluctuates based on Adjusted Term SOFR (set on the date of each advance) or the alternate base rate plus an applicable margin. The margin is set every three months. All amounts outstanding at March 31, 2024 were at Adjusted Term SOFR plus an applicable margin. The applicable margin for revolving loans that are SOFR loans currently ranges from 2.75 % to 3.75 %, and the applicable margin for revolving loans that are alternate base rate loans currently ranges from 1.75 % to 2.75 %. The applicable margin for SOFR borrowings at March 31, 2024 is 3.25 %. The applicable margin for SOFR borrowings effective April 17, 2024 is 3.25 %. The credit facility contains various covenants that 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 was in compliance with all debt covenants as of March 31, 2024 and December 31, 2023, respectively.
NOTE 7. 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 facilities and equipment are to be paid by the lessee.
Operating lease Right-of-Use 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 13 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 extension options.
12
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| 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 | $ | $ | |||||||||
Supplemental balance sheet information related to leases at March 31, 2024 and December 31, 2023 was as follows:
| March 31, 2024 | December 31, 2023 | ||||||||||
| Operating Leases | |||||||||||
| Operating lease right-of-use assets | $ | $ | |||||||||
| $ | $ | ||||||||||
| Operating lease liabilities | |||||||||||
| Total operating lease liabilities | $ | $ | |||||||||
For the three months ended March 31, 2024, the Partnership incurred new operating leases, primarily related to land and marine transportation assets and renewed existing operating leases set to expire, primarily related to marine transportation assets.
The Partnership’s future minimum lease obligations as of March 31, 2024 consist of the following:
| Operating Leases | |||||
| Year 1 | $ | ||||
| Year 2 | |||||
| Year 3 | |||||
| Year 4 | |||||
| Year 5 | |||||
| Thereafter | |||||
| Total | |||||
| Less amounts representing interest costs | ( | ||||
| Total lease liability | $ | ||||
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 March 31, 2024 are as follows: 2024 - $17,036 ; 2025 - $16,357 ; 2026 - $11,741 ; 2027 - $11,552 ; 2028 - $11,364 ; subsequent years - $18,256 .
13
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
NOTE 8. SUPPLEMENTAL BALANCE SHEET INFORMATION
| March 31, 2024 | December 31, 2023 | ||||||||||
| 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:
| March 31, 2024 | |||||
| Asset retirement obligations as of December 31, 2023 | $ | ||||
| Additions to asset retirement obligations | |||||
| Accretion expense | |||||
| Liabilities settled | |||||
| Ending asset retirement obligations | |||||
Current portion of asset retirement obligations1 | ( | ||||
Long-term portion of asset retirement obligations2 | $ | ||||
1The current portion of asset retirement obligations is included in "Other accrued liabilities" on the Partnership's Consolidated and Condensed Balance Sheets.
2The non-current portion of asset retirement obligations is included in "Other long-term obligations" on the Partnership's Consolidated and Condensed Balance Sheets.
14
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
NOTE 9. PARTNERS' CAPITAL (DEFICIT)
As of March 31, 2024, Partners’ capital (deficit) consisted of 39,001,086 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 partner units representing approximately 15.7 % of the Partnership's outstanding common limited partner units. Martin Midstream GP LLC ("MMGP"), the Partnership's general partner, owns the 2 % general partnership interest.
The partnership agreement of the Partnership (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.
Impact on Partners' Capital (Deficit) Related to Transactions Between Entities Under Common Control
Under ASC 805, assets and liabilities transferred between entities under common control are accounted for at the historical cost of those entities' ultimate parent, in a manner similar to a pooling of interests. Any difference in the amount paid by the transferee versus the historical cost of the assets transferred is recorded as an adjustment to equity (contribution or distribution) by the transferee. This is in contrast with a business combination between unrelated parties, where assets and liabilities are recorded at their fair values at the acquisition date, with any excess of amounts paid over the fair value representing goodwill. From time to time, the most recent being in 2019, the Partnership has entered into common control acquisitions from Martin Resource Management Corporation. The consideration transferred totaling $552,058 exceeds the historical cost of the net assets received. This excess of the purchase price over the historical cost of the net assets received has resulted in cumulative distributions of $289,019 reflected as reductions to Partners' capital.
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. 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 income and 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 allocated to the general partner and limited partners for purposes of calculating net income attributable to limited partners per unit:
15
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Less general partner’s interest in net income (loss): | |||||||||||
| Distributions payable on behalf of general partner interest | |||||||||||
| General partner interest in undistributed income (loss) | ( | ||||||||||
| Less income (loss) allocable to unvested restricted units | ( | ||||||||||
| Limited partners’ interest in net income (loss) | $ | $ | ( | ||||||||
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
Basic weighted average limited partner units outstanding | |||||||||||
Dilutive effect of restricted units issued | |||||||||||
Total weighted average limited partner diluted units outstanding | |||||||||||
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 periods presented. All common unit equivalents were antidilutive for the three months ended March 31, 2023 because the limited partners were allocated a net loss in this period.
NOTE 10. UNIT BASED AWARDS - LONG-TERM INCENTIVE PLANS
The Partnership recognizes compensation cost related to unit-based awards to both employees and non-employees in its consolidated and condensed financial statements in accordance with certain provisions of ASC 718. Amounts recognized in operating expense and selling, general, and administrative expense in the consolidated and condensed financial statements with respect to these plans are as follows:
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Restricted unit Awards | |||||||||||
| Employees | $ | $ | |||||||||
| Non-employee directors | |||||||||||
| Phantom unit Awards | |||||||||||
| Employees | ( | ||||||||||
| Non-employee directors | |||||||||||
| Total unit-based compensation expense | $ | ( | $ | ||||||||
16
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
Long-Term Incentive Plans
The Partnership's general partner has long-term incentive plans for employees and directors of the general partner and its affiliates who perform services for the Partnership.
Phantom Unit Plan
On July 21, 2021, the board of directors of the general partner of the Partnership and the compensation committee of the general partner's board of directors (the "Compensation Committee") approved the Martin Midstream Partners L.P. 2021 Phantom Unit Plan (the “Plan”), effective as of the same date. The Plan permits the awards of phantom units and phantom unit appreciation rights (collectively, "phantom unit awards") to any employee or non-employee director of the Partnership, including its executive officers. The awards may be time-based or performance-based and will be paid, if at all, in cash.
The award of a phantom unit entitles the participant to a cash payment equal to the value of the phantom unit on the vesting date or dates, which value is the fair market value of a common unit of the Partnership (a “Unit”) on such vesting date or dates. The award of a phantom unit appreciation right entitles the recipient to a cash payment equal to the difference between the value of a phantom unit on the vesting date or dates in excess of the value assigned by the Compensation Committee to the phantom unit as of the grant date. Phantom units and phantom unit appreciation rights granted to participants do not confer upon participants any right to a Unit.
On July 21, 2021, the Compensation Committee approved forms of time-based award agreements for phantom units and phantom unit appreciation rights, both of which awards vest in full on the third anniversary of the grant date. The grant date value of a phantom unit under a phantom unit appreciation right award is equal to the average of the closing price for a Unit during the 20 trading days immediately preceding the grant date of the award.
Generally, vesting of an award is subject to a participant remaining continuously employed with the Partnership through the vesting date. However, if prior to the vesting date (i) a participant is terminated without cause (as defined in the award agreement) or terminates employment after the participant has attained both the age of 65 and ten years of employment (“retirement-eligible”), a prorated portion of the award will vest and be paid in cash no later than the 30th day following such termination date (subject to a six-month delay in payment for certain retirement-eligible participants) or (ii) there is a change in control of the Partnership (as defined in the Plan), the award will vest in full and be paid in cash no later than the 30th day following the date of the change of control; provided, that the participant has been in continuous employment through the termination or change in control date, as applicable.
On July 21, 2021, 620,000 phantom units and 1,245,000 phantom unit appreciation rights were granted to employees of the general partner and its affiliates who perform services for the Partnership. On April 20, 2022, the board of directors of the general partner of the Partnership and the Compensation Committee approved the First Amendment to the Plan, effective as of the same date, which amendment increased the total number of phantom units available for grant under the Plan from 2,000,000 units to 5,000,000 units. On April 20, 2022, 365,000 phantom units and 1,097,500 phantom unit appreciation rights were granted to employees of the general partner and its affiliates who perform services for the Partnership. On July 19, 2023, 1,179,500 phantom units and 505,500 phantom unit appreciation rights were granted to employees of the general partner and its affiliates who perform services for the Partnership.
Phantom unit awards are recorded in operating expense and selling, general and administrative expense based on the fair value of the vested portion of the awards on the balance sheet date. The fair value of these awards is updated at each balance sheet date and changes in the fair value of the vested portions of the awards are recorded as increases or decreases to compensation expense within operating expense and selling, general and administrative expense in the Consolidated and Condensed Statements of Operations. All of the Partnership's outstanding phantom unit awards at March 31, 2024 met the criteria to be treated under liability classification in accordance with ASC 718, given that these awards will settle in cash on the vesting date.
Compensation expense for the phantom awards is based on the fair value of the units as of the balance sheet date as further discussed below, and such costs are recognized ratably over the service period of the awards. As the fair value of liability awards is required to be re-measured each period end, stock compensation expense amounts recognized in future
17
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
periods for these awards will vary. The estimated future cash payments of these awards are presented as liabilities within "Other current liabilities" and "Other long-term obligations" in the Consolidated and Condensed Balance Sheets. As of March 31, 2024, there was a total of $3,722 of unrecognized compensation costs related to non-vested phantom unit awards. These costs are expected to be recognized over a remaining life of 2.06 years.
The fair value of the phantom unit awards was estimated using a Monte Carlo valuation model as of the balance sheet date. The Monte Carlo valuation model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility was calculated based on the historical volatility of the Partnership’s common units as well as set of peer companies.
Restricted Unit 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 2017 LTIP 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 2017 LTIP is administered by 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 2017 LTIP containing such terms as the Compensation Committee shall determine under the 2017 LTIP. With respect to time-based restricted units ("TBRUs"), 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 "PBRUs"). 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. PBRUs are earned only upon our achievement of an objective performance measure for the performance period. PBRUs 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. Restricted units issued to employees generally vest in equal annual installments over three years of service. All of the Partnership's outstanding restricted unit awards at March 31, 2024 met the criteria to be treated under equity classification.
In February 2024, the Partnership issued 28,760 TBRUs to each of the Partnership's three independent directors under the 2017 LTIP. These restricted common units vest in equal installments of 7,190
18
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
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 three months ended March 31, 2024 is provided below:
| Number of Units | Weighted Average Grant-Date Fair Value Per Unit | ||||||||||
| Non-vested, beginning of period | $ | ||||||||||
| Granted (TBRU) | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited | $ | ||||||||||
| Non-Vested, end of period | $ | ||||||||||
| Aggregate intrinsic value, end of period | $ | ||||||||||
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Aggregate intrinsic value of units vested | $ | $ | ||||||||||||
| Fair value of units vested | ||||||||||||||
As of March 31, 2024, there was $425 of unrecognized compensation cost related to non-vested restricted units. That cost is expected to be recognized over a weighted-average period of 2.97 years.
NOTE 11. RELATED PARTY TRANSACTIONS
As of March 31, 2024, Martin Resource Management Corporation owns 6,114,532 of the Partnership’s common units representing approximately 15.7 % of the Partnership’s outstanding limited partner units. Martin Resource Management Corporation controls the Partnership's general partner by virtue of its 100 % voting interest in MMGP Holdings, LLC ("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. 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 March 31, 2024 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 and transactions:
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.
19
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
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:
•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; 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;
◦operating a butane optimization business;
◦supplying employees and services for the operation of the Partnership's 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 of the board of directors of the general partner of the Partnership (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
20
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
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.
Effective January 1, 2024, through December 31, 2024, the Conflicts Committee approved an annual reimbursement amount for indirect expenses of $13,508 . The Partnership reimbursed Martin Resource Management Corporation for $3,377 and $3,496 of indirect expenses for the three months ended March 31, 2024 and 2023, respectively. The Conflicts Committee 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. Martin Transport, Inc. ("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. The rates under the agreement 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
21
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
Management Corporation, indemnification obligations will be shared in proportion to each party’s allocable share of such joint negligence or misconduct.
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 the Platt’s U.S. Gulf Coast Index for #2 Fuel Oil. 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.
Terminal Services Agreements
Diesel Fuel Terminal Services Agreement. Effective October 1, 2022, the Partnership entered into a third amended and restated terminalling services agreement under which it provides terminal services to Martin Energy Services LLC (“MES”), a wholly owned subsidiary of Martin Resource Management Corporation, for fuel distribution utilizing marine shore based terminals owned by the Partnership. This agreement amended the existing arrangement between the Partnership and MES by eliminating any minimum throughput volume requirements and increasing the per gallon throughput fee. The primary term of this agreement expired on December 31, 2023 but will continue on a year to year basis until terminated by either party by giving at least 90 days’ written notice prior to the end of any term. Effective January 1, 2024, this agreement was amended to increase the throughput rate and to establish a minimum throughput volume.
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.
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. 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.
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 three months ended March 31, 2024 and 2023 were $938 and $623 , respectively.
22
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
Storage and Services Agreement. The Partnership is a party to a storage and services agreement with Martin Butane, a division of Martin Product Sales LLC (a subsidiary of Martin Resource Management Corporation), dated May 1, 2023 under which the Partnership provides storage and other services for NGLs at the Partnership's Arcadia, Louisiana underground storage facility. The primary term of the agreement expires on April 30, 2024, but will continue on a year to year basis until terminated by either party by giving at least 90 days’ written notice prior to the end of any term.
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 and Condensed Statements of Operations. The revenues, costs and expenses reflected in these tables are tabulations of the related party transactions that are recorded in the corresponding captions of the consolidated and condensed financial statements and do not reflect a statement of profits and losses for related party transactions.
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Revenues: | ||||||||||||||
| Terminalling and storage | $ | $ | ||||||||||||
| Transportation | ||||||||||||||
| Product sales: | ||||||||||||||
| Specialty products | ||||||||||||||
| Sulfur services | ||||||||||||||
| $ | $ | |||||||||||||
The impact of related party cost of products sold is reflected in the consolidated and condensed financial statements as follows:
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Cost of products sold: | ||||||||||||||
| Specialty products | $ | $ | ||||||||||||
| Sulfur services | ||||||||||||||
| Terminalling and storage | ||||||||||||||
| $ | $ | |||||||||||||
23
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
The impact of related party operating expenses is reflected in the consolidated and condensed financial statements as follows:
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Operating expenses: | ||||||||||||||
| Transportation | $ | $ | ||||||||||||
| Sulfur services | ||||||||||||||
| Terminalling and storage | ||||||||||||||
| $ | $ | |||||||||||||
The impact of related party selling, general and administrative expenses is reflected in the consolidated and condensed financial statements as follows:
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Selling, general and administrative: | ||||||||||||||
| Transportation | $ | $ | ||||||||||||
| Specialty products | ||||||||||||||
| Sulfur services | ||||||||||||||
| Terminalling and storage | ( | |||||||||||||
| Indirect, including overhead allocation | ||||||||||||||
| $ | $ | |||||||||||||
NOTE 12. BUSINESS SEGMENTS
The Partnership has four reportable segments: (1) terminalling and storage, (2) transportation, (3) sulfur services and (4) specialty products. 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. Effective January 1, 2023, the Partnership reorganized its Terminalling and Storage and Natural Gas Liquids operating segments. The underground NGL storage division of the Partnership's Natural Gas Liquids operating segment was moved to the Terminalling and Storage operating segment. Further, the Partnership's packaged lubricants and grease businesses were moved from the Terminalling and Storage operating segment to the Specialty Products operating segment (formerly named the Natural Gas Liquids segment). The Partnership evaluates the performance of its reportable segments based on operating income. There is no allocation of interest expense.
| Three Months Ended March 31, 2024 | Operating Revenues | Intersegment Revenues Eliminations | Operating Revenues after Eliminations | Depreciation and Amortization | Operating Income (Loss) after Eliminations | Capital Expenditures and Plant Turnaround Costs | |||||||||||||||||||||||||||||
| Terminalling and storage | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Transportation | ( | ||||||||||||||||||||||||||||||||||
| Sulfur services | |||||||||||||||||||||||||||||||||||
| Specialty products | ( | ||||||||||||||||||||||||||||||||||
| Indirect selling, general and administrative | — | — | — | — | ( | — | |||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
24
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
| Three Months Ended March 31, 2023 | Operating Revenues | Intersegment Revenues Eliminations | Operating Revenues after Eliminations | Depreciation and Amortization | Operating Income (Loss) after Eliminations | Capital Expenditures and Plant Turnaround Costs | |||||||||||||||||||||||||||||
| Terminalling and storage | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Transportation | ( | ||||||||||||||||||||||||||||||||||
| Sulfur services | |||||||||||||||||||||||||||||||||||
| Specialty products | ( | ||||||||||||||||||||||||||||||||||
| Indirect selling, general and administrative | — | — | — | — | ( | — | |||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| March 31, 2024 | December 31, 2023 | ||||||||||
| Total assets: | |||||||||||
| Terminalling and storage | $ | $ | |||||||||
| Transportation | |||||||||||
| Sulfur services | |||||||||||
| Specialty products | |||||||||||
| Total assets | $ | $ | |||||||||
NOTE 13. COMMITMENTS AND CONTINGENCIES
Contingencies
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.
25
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
NOTE 14. FAIR VALUE MEASUREMENTS
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.
•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.
| March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| 2028 Notes | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
NOTE 15. CONDENSED CONSOLIDATED FINANCIAL INFORMATION
NOTE 16. INCOME TAXES
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Provision for income taxes | $ | $ | |||||||||
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. Current state income taxes attributable to the Texas margin tax relating to the operation of the Partnership of $80 and $120 were recorded in income tax expense for the three months ended March 31, 2024 and 2023, respectively. Deferred taxes applicable to the Texas margin tax relating to the operation of the Partnership are immaterial.
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MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
March 31, 2024
(Unaudited)
MTI, a wholly owned subsidiary of the Partnership, is subject to income taxes due to its corporate structure (the "Taxable Subsidiary"). Total income tax expense of $716 and $1,715 , related to the operation of the Taxable Subsidiary, for the three months ended March 31, 2024 and 2023, respectively, resulted in an effective income tax rate ("ETR") of 15.73 % and 24.43 %, respectively.
The decrease in the provision for income taxes and the ETR for the income taxes during the three months ended March 31, 2024 was primarily due to a favorable true-up to state net operating loss carryforwards, compared to the same period in 2023.
A current federal income tax expense of $791 and $325 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended March 31, 2024 and 2023, respectively. A current state income tax expense of $251 and $213 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended March 31, 2024 and 2023, respectively.
With respect to MTI, income taxes are accounted for under the asset and liability method pursuant to the provisions of ASC 740 related to income taxes. 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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which 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.
A deferred tax expense (benefit) related to the MTI temporary differences of $(326 ) and $1,177 was recorded for the three months ended March 31, 2024 and 2023, respectively. A net deferred tax asset of $10,526 and $10,200 , related to the cumulative book and tax temporary differences, existed at March 31, 2024 and December 31, 2023, respectively.
All income tax positions taken for all open years are more likely than not to be sustained based upon their technical merit under applicable tax laws.
NOTE 17. SUBSEQUENT EVENTS
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated and condensed financial statements and the notes thereto included elsewhere in this quarterly report.
Overview
We are a publicly traded limited partnership with a diverse set of operations focused primarily in the Gulf Coast region of the U.S. Our four primary business lines include:
•Terminalling, processing, and storage services for petroleum products and by-products;
•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
•Marketing, distribution, and transportation services for natural gas liquids and blending and packaging services for specialty lubricants and grease.
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 Gulf Coast region of the U.S. This region is a major hub for petroleum refining, natural gas gathering and processing, and support services for the exploration and production industry.
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 March 31, 2024, Martin Resource Management Corporation owned 15.7% of our total outstanding common limited partner units and 100% of MMGP Holdings, LLC ("Holdings"), which is the sole member of Martin Midstream GP LLC ("MMGP"), our general partner. MMGP owns a 2.0% general partner interest in us.
We entered into the Omnibus Agreement 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. 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 our 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.
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Significant Recent Developments
Electronic Level Sulfuric Acid Joint Venture. On October 19, 2022, Martin ELSA Investment LLC, our affiliate, entered into definitive agreements with Samsung C&T America, Inc. and Dongjin USA, Inc., an affiliate of Dongjin Semichem Co., Ltd., to form DSM Semichem LLC (“DSM”). DSM will produce and distribute electronic level sulfuric acid (“ELSA”). By leveraging our existing assets located in Plainview, Texas and installing additional facilities (the “ELSA Facility”) as required, DSM will produce ELSA that meets the strict quality standards required by the recent advances in semiconductor manufacturing. In addition to owning a 10% non-controlling interest in DSM, we will be the exclusive provider of feedstock to the ELSA Facility. We, through our affiliate MTI, will also provide land transportation services of the ELSA produced by DSM. We expect to fund approximately $25.5 million in aggregate capital expenditures in connection with this joint venture. As of March 31, 2024, we have funded approximately $13.8 million toward ELSA related project costs. On April 1, 2024, we contributed $6.5 million to DSM, which represents the cash contribution required pursuant to DSM's limited liability agreement for our 10% non-controlling interest.
Subsequent Events
Quarterly Distribution. On April 17, 2024, we declared a quarterly cash distribution of $0.005 per common unit for the first quarter of 2024, or $0.020 per common unit on an annualized basis, which will be paid on May 15, 2024 to unitholders of record as of May 8, 2024.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based on the historical consolidated and condensed financial statements included elsewhere herein. We prepared these financial statements in conformity with U.S. GAAP. The preparation of these financial statements requires 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 base 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. See the "Critical Accounting Policies and Estimates" section in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 2, "Significant Accounting Policies" in Notes to Consolidated Financial Statements included within our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.
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 marine bunkering and other shore-based marine services in Texas, Louisiana, Mississippi, Alabama, and Florida;
•operating a crude oil gathering business in Stephens, Arkansas;
•providing crude oil gathering, refining, 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;
•operating a butane optimization business;
•supplying employees and services for the operation of our business; and
29
•operating, solely for our account, the asphalt facilities in 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 and indirectly owns 100% of MMGP, our general partner, through its 100% interest in Holdings, which is the sole member of MMGP. MMGP owns a 2% general partner interest in us.
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 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 $39.3 million of direct costs and expenses for the three months ended March 31, 2024 compared to $40.9 million for the three months ended March 31, 2023. 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. In each of the three months ended March 31, 2024 and 2023, the Conflicts Committee approved reimbursement amounts of $3.4 million and $3.5 million, respectively. The Conflicts Committee will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, 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, 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.
These additional related party agreements include, but are not limited to, a master transportation services agreement, marine transportation agreements, terminal services agreements, and a tolling 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.
For a more comprehensive discussion concerning the Omnibus Agreement and the other agreements that we have entered into with Martin Resource Management Corporation, please refer to "Item 13. Certain Relationships and Related Transactions, and Director Independence" set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.
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, the impact of related party transactions included in total costs and expenses accounted for approximately 26% and 20% of our total costs and expenses during the three months ended March 31, 2024 and 2023, respectively.
Correspondingly, Martin Resource Management Corporation is one of our significant customers. Our sales to Martin Resource Management Corporation accounted for approximately 15% and 10% of our total revenues for the three months ended March 31, 2024 and 2023, respectively.
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For a more comprehensive discussion concerning the agreements that we have entered into with Martin Resource Management Corporation, please refer to "Item 13. Certain Relationships and Related Transactions, and Director Independence" set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.
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 of our general partner is involved in the approval process, it determines whether to refer the matter to the Conflicts Committee of our general partner's board of directors, as constituted under our limited partnership agreement. If a matter is referred to the Conflicts Committee, the Conflicts Committee 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.
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Non-GAAP Financial Measures
To assist management in assessing our business, we use the following non-GAAP financial measures: earnings before interest, taxes, and depreciation and amortization ("EBITDA"), adjusted EBITDA (as defined below), adjusted EBITDA after giving effect to the exit of the butane optimization business, distributable cash flow available to common unitholders (“Distributable Cash Flow”), and free cash flow after growth capital expenditures and principal payments under finance lease obligations ("Adjusted Free Cash Flow"). 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.
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 historical costs of depreciable assets.
EBITDA and Adjusted EBITDA. We define Adjusted EBITDA as EBITDA before unit-based compensation expenses, gains and losses on the disposition of property, plant and equipment, impairment and other similar non-cash adjustments. Adjusted EBITDA is used as a supplemental performance and liquidity measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts, and others, to assess:
•the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis;
•the ability of our assets to generate cash sufficient to pay interest costs, support our indebtedness, and make cash distributions to our unitholders; and
•our operating performance and return on capital as compared to those of other companies in the midstream energy sector, without regard to financing methods or capital structure.
The GAAP measures most directly comparable to adjusted EBITDA are net income (loss) and net cash provided by (used in) operating activities. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss), operating income (loss), net cash provided by (used in) operating activities, or any other measure of financial performance presented in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate Adjusted EBITDA in the same manner.
Adjusted EBITDA does not include interest expense, income tax expense, and depreciation and amortization. Because we have borrowed money to finance our operations, interest expense is a necessary element of our costs and our ability to generate cash available for distribution. Because we have capital assets, depreciation and amortization are also necessary elements of our costs. Therefore, any measures that exclude these elements have material limitations. To compensate for these limitations, we believe that it is important to consider net income (loss) and net cash provided by (used in) operating activities as determined under GAAP, as well as adjusted EBITDA, to evaluate our overall performance.
Distributable Cash Flow. We define Distributable Cash Flow as Net Cash Provided by (Used in) Operating Activities less cash received (plus cash paid) for closed commodity derivative positions included in Accumulated Other Comprehensive Income (Loss), plus changes in operating assets and liabilities which (provided) used cash, less maintenance capital expenditures and plant turnaround costs. 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 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.
Adjusted Free Cash Flow. We define Adjusted Free Cash Flow as Distributable Cash Flow less growth capital expenditures and principal payments under finance lease obligations. Adjusted Free Cash Flow is a significant performance measure used by our management and by external users of our financial statements and represents how much cash flow a business generates during a specified time period after accounting for all capital expenditures, including expenditures for growth and maintenance capital projects. We believe that Adjusted Free Cash Flow is important to investors, lenders, commercial banks and research analysts since it reflects the amount of cash available for reducing debt, investing in additional capital projects, paying distributions, and similar matters. Our calculation of Adjusted Free Cash Flow may or may not be comparable to similarly titled measures used by other entities.
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The GAAP measure most directly comparable to Distributable Cash Flow and Adjusted Free Cash Flow is Net Cash Provided by (Used in) Operating Activities. Distributable Cash Flow and Adjusted Free Cash Flow should not be considered alternatives to, or more meaningful than, Net Income (Loss), Operating Income (Loss), Net Cash Provided by (Used in) Operating Activities, or any other measure of liquidity presented in accordance with GAAP. Distributable Cash Flow and Adjusted Free Cash Flow have important limitations because they exclude some items that affect Net Income (Loss), Operating Income (Loss), and Net Cash Provided by (Used in) Operating Activities. Distributable Cash Flow and Adjusted Free Cash Flow may not be comparable to similarly titled measures of other companies because other companies may not calculate these non-GAAP metrics in the same manner. To compensate for these limitations, we believe that it is important to consider Net Cash Provided by (Used in) Operating Activities determined under GAAP, as well as Distributable Cash Flow and Adjusted Free Cash Flow, to evaluate our overall liquidity.
The following tables reconcile the non-GAAP financial measurements used by management to our most directly comparable GAAP measures for the three months ended March 31, 2024 and 2023, which represents EBITDA, adjusted EBITDA, adjusted EBITDA after giving effect to the exit of the butane optimization business, distributable cash flow, and adjusted free cash flow:
Reconciliation of Net Income (Loss) to EBITDA, Adjusted EBITDA, and Adjusted EBITDA After Giving Effect to the Exit of the Butane Optimization Business
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| (in thousands) | ||||||||||||||
| Net income (loss) | $ | 3,273 | $ | (5,086) | ||||||||||
| Adjustments: | ||||||||||||||
| Interest expense | 13,842 | 15,657 | ||||||||||||
| Income tax expense | 796 | 1,835 | ||||||||||||
| Depreciation and amortization | 12,649 | 12,901 | ||||||||||||
| EBITDA | 30,560 | 25,307 | ||||||||||||
| Adjustments: | ||||||||||||||
| (Gain) loss on disposition or sale of property, plant and equipment | (208) | 388 | ||||||||||||
| Loss on extinguishment of debt | — | 5,121 | ||||||||||||
| Lower of cost or net realizable value and other non-cash adjustments | — | (9,133) | ||||||||||||
| Unit-based compensation | 54 | 52 | ||||||||||||
| Adjusted EBITDA | $ | 30,406 | $ | 21,735 | ||||||||||
| Adjustments: | ||||||||||||||
| Less: net loss associated with butane optimization business | — | (305) | ||||||||||||
| Plus: lower of cost or net realizable value and other non-cash adjustments | — | 9,133 | ||||||||||||
Adjusted EBITDA after giving effect to the exit of the butane optimization business | $ | 30,406 | $ | 30,563 | ||||||||||
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Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA, Adjusted EBITDA After Giving Effect to the Exit of the Butane Optimization Business, Distributable Cash Flow, and Adjusted Free Cash Flow
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| (in thousands) | ||||||||||||||
| Net cash provided by (used in) operating activities | $ | 10,109 | $ | 49,264 | ||||||||||
Interest expense 1 | 12,476 | 13,582 | ||||||||||||
| Current income tax expense | 1,122 | 658 | ||||||||||||
| Lower of cost or net realizable value and other non-cash adjustments | — | (9,133) | ||||||||||||
| Changes in operating assets and liabilities which (provided) used cash: | ||||||||||||||
| Accounts and other receivables, inventories, and other current assets | (280) | (48,382) | ||||||||||||
| Trade, accounts and other payables, and other current liabilities | 7,228 | 15,974 | ||||||||||||
| Other | (249) | (228) | ||||||||||||
| Adjusted EBITDA | 30,406 | 21,735 | ||||||||||||
| Adjustments: | ||||||||||||||
| Less: net loss associated with butane optimization business | — | (305) | ||||||||||||
| Plus: lower of cost or net realizable value and other non-cash adjustments | — | 9,133 | ||||||||||||
Adjusted EBITDA after giving effect to the exit of the butane optimization business | 30,406 | 30,563 | ||||||||||||
| Adjustments: | ||||||||||||||
| Interest expense | (13,842) | (15,657) | ||||||||||||
| Income tax expense | (796) | (1,835) | ||||||||||||
| Deferred income taxes | (326) | 1,177 | ||||||||||||
| Amortization of debt discount | 600 | 400 | ||||||||||||
| Amortization of deferred debt issuance costs | 766 | 1,675 | ||||||||||||
| Payments for plant turnaround costs | (5,960) | (229) | ||||||||||||
| Maintenance capital expenditures | (5,202) | (6,634) | ||||||||||||
| Distributable cash flow | 5,646 | 9,460 | ||||||||||||
| Principal payments under finance lease obligations | — | (6) | ||||||||||||
| Expansion capital expenditures | (6,231) | (757) | ||||||||||||
| Adjusted free cash flow | $ | (585) | $ | 8,697 | ||||||||||
1 Net of amortization of debt issuance costs and discount, which are included in interest expense but not included in net cash provided by (used in) operating activities.
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Results of Operations
The results of operations for the three months ended March 31, 2024 and 2023 have been derived from our consolidated and condensed financial statements.
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. The following table sets forth our operating revenues and operating income by segment for the three months ended March 31, 2024 and 2023. The results of operations for these interim periods are not necessarily indicative of the results of operations which might be expected for the entire year.
Effective January 1, 2023, we reorganized our Terminalling and Storage and Natural Gas Liquids operating segments. The underground NGL storage division of our Natural Gas Liquids operating segment was moved to the Terminalling and Storage operating segment. Further, our packaged lubricants and grease businesses were moved from the Terminalling and Storage operating segment to the Specialty Products operating segment (formerly named the Natural Gas Liquids segment).
Our consolidated and condensed 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 following the comparative discussion of our results within each segment.
Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023
| Operating Revenues | Intersegment Revenues Eliminations | Operating Revenues after Eliminations | Operating Income (Loss) | Operating Income (Loss) Intersegment Eliminations | Operating Income (Loss) after Eliminations | ||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2024 | (in thousands) | ||||||||||||||||||||||||||||||||||
| Terminalling and storage | $ | 24,285 | $ | (1,768) | $ | 22,517 | $ | 3,657 | $ | (1,700) | $ | 1,957 | |||||||||||||||||||||||
| Transportation | 62,042 | (3,735) | 58,307 | 9,831 | (3,789) | 6,042 | |||||||||||||||||||||||||||||
| Sulfur services | 33,681 | — | 33,681 | 3,685 | 3,088 | 6,773 | |||||||||||||||||||||||||||||
| Specialty products | 66,346 | (21) | 66,325 | 4,558 | 2,401 | 6,959 | |||||||||||||||||||||||||||||
Indirect selling, general and administrative | — | — | — | (3,836) | — | (3,836) | |||||||||||||||||||||||||||||
| Total | $ | 186,354 | $ | (5,524) | $ | 180,830 | $ | 17,895 | $ | — | $ | 17,895 | |||||||||||||||||||||||
| Operating Revenues | Intersegment Revenues Eliminations | Operating Revenues after Eliminations | Operating Income (Loss) | Operating Income (Loss) Intersegment Eliminations | Operating Income (Loss) after Eliminations | ||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2023 | (in thousands) | ||||||||||||||||||||||||||||||||||
| Terminalling and storage | $ | 23,919 | $ | (3,061) | $ | 20,858 | $ | 3,108 | $ | (3,044) | $ | 64 | |||||||||||||||||||||||
| Transportation | 61,939 | (6,216) | 55,723 | 9,442 | (6,263) | 3,179 | |||||||||||||||||||||||||||||
| Sulfur services | 35,679 | — | 35,679 | 4,553 | 2,851 | 7,404 | |||||||||||||||||||||||||||||
| Specialty products | 132,277 | (8) | 132,269 | 4,600 | 6,456 | 11,056 | |||||||||||||||||||||||||||||
Indirect selling, general and administrative | — | — | — | (4,198) | — | (4,198) | |||||||||||||||||||||||||||||
| Total | $ | 253,814 | $ | (9,285) | $ | 244,529 | $ | 17,505 | $ | — | $ | 17,505 | |||||||||||||||||||||||
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Terminalling and Storage Segment
Comparative Results of Operations for the Three Months Ended March 31, 2024 and 2023
| Three Months Ended March 31, | Variance | Percent Change | |||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| (In thousands, except BBL per day) | |||||||||||||||||||||||
| Revenues | $ | 24,285 | $ | 23,919 | $ | 366 | 2 | % | |||||||||||||||
| Cost of products sold | 18 | 6 | 12 | 200 | % | ||||||||||||||||||
| Operating expenses | 15,035 | 14,308 | 727 | 5 | % | ||||||||||||||||||
| Selling, general and administrative expenses | 282 | 549 | (267) | (49) | % | ||||||||||||||||||
| Depreciation and amortization | 5,395 | 5,599 | (204) | (4) | % | ||||||||||||||||||
| 3,555 | 3,457 | 98 | 3 | % | |||||||||||||||||||
| Other operating income (loss), net | 102 | (349) | 451 | 129 | % | ||||||||||||||||||
| Operating income | $ | 3,657 | $ | 3,108 | $ | 549 | 18 | % | |||||||||||||||
| Shore-based throughput volumes (gallons) | 45,769 | 43,349 | 2,420 | 6 | % | ||||||||||||||||||
| Smackover refinery throughput volumes (guaranteed minimum) (BBL per day) | 6,500 | 6,500 | — | — | % | ||||||||||||||||||
Revenues. Revenues increased $0.4 million. Revenue at our shore-based terminals increased $0.9 million, including $0.5 million in fuel throughput and $0.4 million in space rent. In addition, revenue at our specialty terminals increased $0.3 million primarily as a result of higher throughput and storage revenue. Revenue at our Smackover refinery decreased $0.8 million primarily as a result of decreased natural gas surcharge revenue.
Operating expenses. Operating expenses increased primarily as a result of insurance premiums of $1.1 million, repairs and maintenance of $0.4 million, operating supplies of $0.2 million and employee-related expenses of $0.2 million, offset by a decrease in natural gas utilities of $1.2 million.
Selling, general and administrative expenses. Selling, general and administrative expenses decreased primarily due to employee-related expenses.
Depreciation and amortization. The decrease in depreciation and amortization is primarily the result of asset disposals, offset by capital expenditures.
Other operating income (loss), net. Other operating income (loss), net represents gains and losses from the disposition of property, plant and equipment.
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Transportation Segment
Comparative Results of Operations for the Three Months Ended March 31, 2024 and 2023
| Three Months Ended March 31, | Variance | Percent Change | |||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Revenues | $ | 62,042 | $ | 61,939 | $ | 103 | — | % | |||||||||||||||
| Operating expenses | 46,641 | 46,190 | 451 | 1 | % | ||||||||||||||||||
| Selling, general and administrative expenses | 2,200 | 2,549 | (349) | (14) | % | ||||||||||||||||||
| Depreciation and amortization | 3,476 | 3,762 | (286) | (8) | % | ||||||||||||||||||
| $ | 9,725 | $ | 9,438 | $ | 287 | 3 | % | ||||||||||||||||
| Other operating income, net | 106 | 4 | 102 | 2,550 | % | ||||||||||||||||||
| Operating income | $ | 9,831 | $ | 9,442 | $ | 389 | 4 | % | |||||||||||||||
Revenues. Revenues for our Transportation Segment increased $0.1 million. In our marine transportation division, inland revenues increased $2.3 million, primarily related to higher transportation rates, offset by a decrease in offshore revenue of $0.2 million due to downtime related to regulatory inspections. In our land transportation division, revenue decreased $2.0 million primarily due to a decrease in ancillary revenue of $3.1 million, offset by a $1.1 million increase in freight revenue related to a 17% increase in load count combined with a 4% increase in total miles.
Operating expenses. The increase in operating expenses is primarily a result of lease expense of $1.8 million and insurance premiums of $0.6 million, offset by repairs and maintenance of $1.5 million and pass-through expenses (primarily fuel) of $0.4 million.
Selling, general and administrative expenses. Selling, general and administrative expenses decreased primarily due to lower employee-related expenses.
Depreciation and amortization. The decrease in depreciation and amortization is primarily the result of asset disposals, offset by capital expenditures.
Other operating income, net. Other operating income, net represents gains and losses from the disposition of property, plant and equipment.
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Sulfur Services Segment
Comparative Results of Operations for the Three Months Ended March 31, 2024 and 2023
| Three Months Ended March 31, | Variance | Percent Change | |||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Services | $ | 3,477 | $ | 3,358 | $ | 119 | 4 | % | |||||||||||||||
| Products | 30,204 | 32,321 | (2,117) | (7) | % | ||||||||||||||||||
| Total revenues | 33,681 | 35,679 | (1,998) | (6) | % | ||||||||||||||||||
| Cost of products sold | 22,771 | 23,949 | (1,178) | (5) | % | ||||||||||||||||||
| Operating expenses | 2,940 | 2,899 | 41 | 1 | % | ||||||||||||||||||
| Selling, general and administrative expenses | 1,303 | 1,617 | (314) | (19) | % | ||||||||||||||||||
| Depreciation and amortization | 2,982 | 2,677 | 305 | 11 | % | ||||||||||||||||||
| 3,685 | 4,537 | (852) | (19) | % | |||||||||||||||||||
| Other operating income (loss), net | — | 16 | (16) | (100) | % | ||||||||||||||||||
| Operating income | $ | 3,685 | $ | 4,553 | $ | (868) | (19) | % | |||||||||||||||
| Sulfur (long tons) | 92 | 74 | 18 | 24 | % | ||||||||||||||||||
| Fertilizer (long tons) | 73 | 61 | 12 | 20 | % | ||||||||||||||||||
| Total sulfur services volumes (long tons) | 165 | 135 | 30 | 22 | % | ||||||||||||||||||
Services revenues. Services revenues increased as a result of a contractually prescribed, index-based fee adjustment.
Products revenues. Products revenues decreased $7.6 million as a result of a 24% reduction in average sulfur products sales prices. Products revenues increased $5.5 million due to a 22% increase in sales volumes, primarily related to a 24% increase in sulfur volumes.
Cost of products sold. A 22% decrease in product cost impacted cost of products sold by $5.3 million, resulting from reduced commodity prices. A 22% increase in sales volumes resulted in an increase in cost of products sold of $4.1 million. Margin per ton decreased $16.97, or 27%.
Operating expenses. Operating expenses remained consistent.
Selling, general and administrative expenses. Selling, general and administrative expenses decreased primarily due to lower employee-related expenses.
Depreciation and amortization. Depreciation and amortization increased due to the amortization of higher turnaround spend in 2023 as compared to 2022.
Other operating income (loss), net. Other operating income (loss), net represents gains and losses on the disposition of property, plant and equipment.
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Specialty Products Segment
Comparative Results of Operations for the Three Months Ended March 31, 2024 and 2023
| Three Months Ended March 31, | Variance | Percent Change | |||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Products revenues | $ | 66,346 | $ | 132,277 | $ | (65,931) | (50) | % | |||||||||||||||
| Cost of products sold | 59,644 | 124,451 | (64,807) | (52) | % | ||||||||||||||||||
| Operating expenses | 25 | 14 | 11 | 79 | % | ||||||||||||||||||
| Selling, general and administrative expenses | 1,323 | 2,290 | (967) | (42) | % | ||||||||||||||||||
| Depreciation and amortization | 796 | 863 | (67) | (8) | % | ||||||||||||||||||
| 4,558 | 4,659 | (101) | (2) | % | |||||||||||||||||||
| Other operating income (loss), net | — | (59) | 59 | 100 | % | ||||||||||||||||||
| Operating income | $ | 4,558 | $ | 4,600 | $ | (42) | (1) | % | |||||||||||||||
| NGL sales volumes (Bbls) | 622 | 1,691 | (1,069) | (63) | % | ||||||||||||||||||
| Other specialty products volumes (Bbls) | 80 | 84 | (4) | (5) | % | ||||||||||||||||||
| Total specialty products volumes (Bbls) | 702 | 1,775 | (1,073) | (60) | % | ||||||||||||||||||
Products Revenues. Product revenues decreased $56.9 million as a result of the exit of the butane optimization business in the second quarter of 2023. For the remaining products, sales volumes decreased 8%, lowering revenues by $5.4 million, primarily related to an 8% decrease in NGL sales volumes. Products revenues decreased $3.7 million as a result of a 5% reduction in average specialty products sales prices.
Cost of products sold. Cost of products sold decreased $56.2 million as a result of the exit of the butane optimization business in the second quarter of 2023. For the remaining products, a 6% decrease in product cost impacted cost of products sold by $3.8 million, resulting from reduced commodity prices. An 8% reduction in sales volumes resulted in an additional decrease in cost of products sold of $4.8 million.
Operating expenses. Operating expenses remained consistent.
Selling, general and administrative expenses. Selling, general and administrative expenses decreased $0.6 million related to lower employee-related expenses and $0.4 million due to the exit of the butane optimization business in the second quarter of 2023.
Depreciation and amortization. Depreciation and amortization decreased due to certain assets becoming fully depreciated during the first quarter of 2023.
Other operating income (loss), net. Other operating income (loss), net represents gains and losses from the disposition of property, plant and equipment.
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Interest Expense
Comparative Components of Interest Expense, Net for the Three Months Ended March 31, 2024 and 2023
| Three Months Ended March 31, | Variance | Percent Change | |||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Credit facility | $ | 1,170 | $ | 2,784 | $ | (1,614) | (58) | % | |||||||||||||||
| Senior notes | 11,117 | 10,213 | 904 | 9 | % | ||||||||||||||||||
| Amortization of deferred debt issuance costs | 766 | 1,675 | (909) | (54) | % | ||||||||||||||||||
| Amortization of debt discount | 600 | 400 | 200 | 50 | % | ||||||||||||||||||
| Other | 331 | 589 | (258) | (44) | % | ||||||||||||||||||
| Capitalized interest | (142) | (4) | (138) | (3,450) | % | ||||||||||||||||||
| Total interest expense, net | $ | 13,842 | $ | 15,657 | $ | (1,815) | (12) | % | |||||||||||||||
Indirect Selling, General and Administrative Expenses
| Three Months Ended March 31, | Variance | Percent Change | |||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Indirect selling, general and administrative expenses | $ | 3,836 | $ | 4,198 | $ | (362) | (9) | % | |||||||||||||||
Indirect selling, general and administrative expenses decreased for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 as a result of decreases in overhead expenses allocated from Martin Resource Management of $0.1 million, employee-related expenses of $0.1 million, and professional fees of $0.1 million.
Martin Resource Management Corporation allocates to us a portion of its indirect selling, general and administrative expenses for services such as accounting, legal, treasury, clerical, billing, information technology, administration of insurance, engineering, general office expense and employee benefit plans and other general corporate overhead functions we share with Martin Resource Management Corporation 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 expenses 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 Conflicts Committee of our general partner approved the following reimbursement amounts during the three months ended March 31, 2024 and 2023:
| Three Months Ended March 31, | Variance | Percent Change | |||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
Conflicts Committee approved reimbursement amount | $ | 3,377 | $ | 3,496 | $ | (119) | (3) | % | |||||||||||||||
The amounts reflected above represent our allocable share of such expenses. The Conflicts Committee will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.
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Liquidity and Capital Resources
General
Our primary sources of liquidity to meet operating expenses, service our indebtedness, fund capital expenditures and pay distributions to our unitholders have historically been cash flows generated by our operations, borrowings under our 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 - Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
The following table details the cash flow changes between the three months ended March 31, 2024 and 2023:
| Three Months Ended March 31, | Variance | Percent Change | |||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||||||||
| Operating activities | $ | 10,109 | $ | 49,264 | $ | (39,155) | (79) | % | |||||||||||||||
| Investing activities | (17,395) | (4,218) | (13,177) | (312) | % | ||||||||||||||||||
| Financing activities | 7,286 | (45,034) | 52,320 | 116 | % | ||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | — | $ | 12 | $ | (12) | (100) | % | |||||||||||||||
Net cash provided by operating activities. The decrease in net cash provided by operating activities for the three months ended March 31, 2024 includes an increase in operating results and other non-cash charges of $0.2 million, offset by an unfavorable variance in cash flows associated with changes in working capital of $39.3 million.
Net cash used in investing activities. Net cash used in investing activities for the three months ended March 31, 2024 increased $13.2 million. An increase in cash used of $9.9 million resulted from higher payments for capital expenditures and plant turnaround costs in 2024. In addition, net proceeds from the sale of property, plant and equipment decreased $3.3 million.
Net cash (used in) provided by financing activities. Net cash (used in) provided by financing activities for the three months ended March 31, 2024 increased primarily as a result of a $38.7 million increase in net borrowings of long-term debt. Additionally, payments of debt issuance costs decreased $13.6 million.
Total Contractual Obligations
A summary of our total contractual cash obligations as of March 31, 2024, is as follows:
| Payments due by period | |||||||||||||||||||||||||||||
| Type of Obligation | Total Obligation | Less than One Year | 1-3 Years | 3-5 Years | Due Thereafter | ||||||||||||||||||||||||
| Credit facility | $ | 50,000 | $ | — | $ | 50,000 | $ | — | $ | — | |||||||||||||||||||
| 11.5% senior secured notes, due 2028 | 400,000 | — | — | 400,000 | — | ||||||||||||||||||||||||
| Operating leases | 73,226 | 19,881 | 33,808 | 14,401 | 5,136 | ||||||||||||||||||||||||
| Interest payable on fixed long-term debt obligations | 177,426 | 46,000 | 92,000 | 39,426 | — | ||||||||||||||||||||||||
| Total contractual cash obligations | $ | 700,652 | $ | 65,881 | $ | 175,808 | $ | 453,827 | $ | 5,136 | |||||||||||||||||||
The interest payable under our 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.
Letters of Credit. At March 31, 2024, we had outstanding irrevocable letters of credit in the amount of $9.2 million, which were issued under our credit facility.
Off-Balance Sheet Arrangements. We do not have any off-balance sheet financing arrangements.
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Description of Our Indebtedness
Credit Facility
At March 31, 2024, we maintained a $175.0 million credit facility that matures on February 8, 2027. As of March 31, 2024, we had $50.0 million outstanding under the credit facility and $9.2 million of outstanding irrevocable letters of credit, leaving a maximum available amount to be borrowed under our credit facility for future revolving credit borrowings and letters of credit of $115.8 million. After giving effect to our then current borrowings, letters of credit, and the financial covenants contained in our credit facility, we had the ability to borrow approximately $101.4 million in additional amounts thereunder as of March 31, 2024.
The credit facility is used for ongoing working capital needs and general partnership purposes, and to finance permitted investments, acquisitions and capital expenditures. The level of outstanding draws on our credit facility from January 1, 2024 through March 31, 2024 ranged from a low of $40.5 million to a high of $66.5 million.
The applicable margin for Adjusted Term SOFR borrowings at March 31, 2024 is 3.25%. The applicable margin for Adjusted Term SOFR borrowings effective April 17, 2024 remains at 3.25%.
For a description of our credit facility, see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Description of Our Long-Term Debt" in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.
2028 Notes
For a description of our 2028 Notes, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Description of Our Long-Term Debt" in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.
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 credit facility.
On March 31, 2024, we had cash and cash equivalents of $0.05 million and available borrowing capacity of $115.8 million under our credit facility with $50.0 million of borrowings outstanding. After giving effect to our then current borrowings, letters of credit, and the financial covenants contained in our credit facility, we had the ability to borrow approximately $101.4 million in additional amounts thereunder as of March 31, 2024.
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 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 our Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024. In addition, due to the covenants in our credit facility, our financial and operating performance impacts the amount we are permitted to borrow under that facility.
We are in compliance with all debt covenants as of March 31, 2024 and expect 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. The demand for fertilizers is strongest during the early spring planting season. However, our Terminalling and Storage
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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 for the three months ended March 31, 2024 or 2023. Inflation 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 for products consumed by our operations, such as diesel fuel, natural gas, chemicals, and other supplies, could adversely affect our results of operations. 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 the three months ended March 31, 2024 or 2023.
On March 6, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted a new set of rules that require a wide range of climate-related disclosures, including material climate-related risks, information on any climate-related targets or goals that are material to the registrant’s business, results of operations, or financial condition, Scope 1 and Scope 2 Greenhouse Gas (“GHG”) emissions on a phased-in basis by certain larger registrants when those emissions are material and the filing of an attestation report covering the same, and disclosure of the financial statement effects of severe weather events and other natural conditions including costs and losses. Compliance dates under the final rule are phased in by registrant category. Multiple lawsuits have been filed challenging the SEC’s new climate rules, which have been consolidated and will be heard in the U.S. Court of Appeals for the Eighth Circuit. On April 4, 2024, the SEC issued an order staying the final rules until judicial review is complete.
In accordance with the requirements of the Inflation Reduction Act of 2022, on January 26, 2024, the U.S. Environmental Protection Agency (“EPA”) published its proposed rule regarding the Waste Emissions Charge, applicable to excess methane emissions at certain oil and natural gas facilities. Further, on March 8, 2024, the EPA published its final rules imposing new, stricter requirements for methane monitoring, reporting, and emissions control at certain oil and natural gas facilities.
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| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | ||||
The Partnership is exposed to commodity risk and interest rate risk in its normal business activities. The following disclosures about market risk provide an update to, and should be read in conjunction with, “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.
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 had no outstanding hedging positions as of March 31, 2024.
Interest Rate Risk. We are exposed to changes in interest rates as a result of our credit facility, which had a weighted-average interest rate of 8.68% as of March 31, 2024. Based on the amount of unhedged floating rate debt owed by us on March 31, 2024, 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 $0.5 million annually.
We are not exposed to changes in interest rates with respect to our 2028 Notes as these obligations are at a fixed rate. Based on the quoted prices for identical liabilities in markets that are not active at March 31, 2024, the estimated fair value of the 2028 Notes was $424.9 million. 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 March 31, 2024, would result in a $11.5 million decrease in the fair value of our 2028 Notes.
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| Item 4. | Controls and Procedures | ||||
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 Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. 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 the end of the period covered by this report, to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There were no changes in our internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.
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PART II - OTHER INFORMATION
| Item 1. | 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, these actions, in the aggregate, could have a material adverse impact on our financial position, results of operations or liquidity. A description of our legal proceedings is included in "Item 1. Financial Statements, Note 13. Commitments and Contingencies", and is incorporated herein by reference.
| Item 1A. | Risk Factors | ||||
There have been no material changes to the Partnership's risk factors since our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.
| Item 5. | Other Information | ||||
During the three months ended March 31, 2024, no director or officer of the Partnership adopted terminated
| Item 6. | Exhibits | ||||
The information required by this Item 6 is set forth in the Index to Exhibits accompanying this quarterly report and is incorporated herein by reference.
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INDEX TO EXHIBITS
| Exhibit Number | Exhibit Name | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 3.4 | ||||||||
| 3.5 | ||||||||
| 3.6 | ||||||||
| 3.7 | ||||||||
| 3.8 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101 | Inline Interactive Data: the following financial information from Martin Midstream Partners L.P.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, formatted in Extensible Business Reporting Language: (1) the Consolidated and Condensed Balance Sheets; (2) the Consolidated and Condensed Statements of Income; (3) the Consolidated and Condensed Statements of Cash Flows; (4) the Consolidated and Condensed Statements of Capital (Deficit); and (5) the Notes to Consolidated and Condensed Financial Statements. | |||||||
| 104 | 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
‡ This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request by the Commission; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| Martin Midstream Partners L.P. | ||||||||||||||
| By: | Martin Midstream GP LLC | |||||||||||||
| Its General Partner | ||||||||||||||
| April 23, 2024 | By: | /s/ Sharon L. Taylor | ||||||||||||
| Sharon L. Taylor | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
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