Exhibit 10.1
TWELFTH AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
This TWELFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated effective as of July 16, 2021 (the “Twelfth Amendment Effective Date”), is among MARTIN OPERATING PARTNERSHIP L.P., a Delaware limited partnership, as borrower (the “Borrower”), MARTIN MIDSTREAM PARTNERS L.P., a Delaware limited partnership (the “MLP”), the other Loan Parties party hereto, the Lenders (as defined below) party hereto, and ROYAL BANK OF CANADA, as administrative agent (the “Administrative Agent”) and collateral agent for the Lenders and as an L/C Issuer and a Lender.
WHEREAS, the Borrower, the MLP, the Administrative Agent, and the lenders party thereto (the “Lenders”) are parties to that certain Third Amended and Restated Credit Agreement dated as of March 28, 2013 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of July 12, 2013, that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of May 5, 2014, that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of June 27, 2014, that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of June 23, 2015, that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of April 27, 2016, that certain Sixth Amendment to Third Amended and Restated Credit Agreement dated as of February 21, 2018, that certain Seventh Amendment to Third Amended and Restated Credit Agreement dated as of July 24, 2018, that certain Eighth Amendment to Third Amended and Restated Credit Agreement dated as of April 16, 2019, that certain Ninth Amendment to Third Amended and Restated Credit Agreement dated as of July 18, 2019, that certain Eleventh Amendment to Third Amended and Restated Credit Agreement dated as of July 8, 2020, and as may be further renewed, extended, amended, restated or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement to (a) decrease the Aggregate Committed Sum from $300,000,000 to $275,000,000, (b) amend certain of the financial covenants set forth therein and (c) reflect the other changes set forth below; and
WHEREAS, the Administrative Agent and the Lenders party hereto have agreed to such request, subject to the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Definitions. Unless otherwise defined in this Amendment, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement (as amended by this Amendment). The interpretive provisions set forth in Section 1.02 of the Credit Agreement shall apply to this Amendment mutatis mutandis.
Section 2. Amendments to Credit Agreement. In reliance on the representations, warranties, covenants and agreements contained in this Amendment, but subject to the satisfaction of each condition precedent set forth in Section 3 hereof, the Credit Agreement shall be amended effective as of the Twelfth Amendment Effective Date in the manner provided in this Section 2.
(a) Amended and Restated Definition. The following definition contained in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety as follows:
“Aggregate Committed Sum” means, on any date of determination, the sum of all Committed Sums then in effect for all Lenders in respect of the Facility (as the same may have been increased, reduced or canceled as provided in the Loan Documents). The Aggregate Committed Sum on the Twelfth Amendment Effective Date is $275,000,000.00.
“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Eleventh Amendment, the Twelfth Amendment, the Intercreditor Agreement, each Note, the Master Consent to Assignment, each of the
Collateral Documents, the Agent/Arranger Fee Letters, the Engagement Letter, each Committed Loan Notice, each Compliance Certificate, the Guaranties, each Letter of Credit Application and each other agreement, document or instrument executed and delivered by a Loan Party from time to time in connection with this Agreement and the Notes.
(b) Amended Definition. The definition of “Interest Period” contained in Section 1.01 of the Credit Agreement shall be amended by deleting the reference contained therein to “two (2),”.
(c) New Definition. Section 1.01 of the Credit Agreement and the list of defined terms set forth therein shall be amended to add the following definition to such Section and the list of defined terms set forth therein in appropriate alphanumeric order to read in full as follows:
“Erroneous Payment” has the meaning assigned to it in Section 9.12(a).
“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 9.12(d).
“Payment Notice” has the meaning assigned to it in Section 9.12(a).
“Payment Recipient” has the meaning assigned to it in Section 9.12(a).
“Twelfth Amendment” means that certain Twelfth Amendment to Third Amended and Restated Credit Agreement dated as of July 16, 2021, by and among the Borrower, the MLP, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent.
“Twelfth Amendment Effective Date” means July 16, 2021.
(d) Deleted Definition. The definition of “Acquisition Step-up Election” contained in Section 1.01 of the Credit Agreement is hereby deleted in its entirety.
(e) Amendment to Section 2.04 of the Credit Agreement. The fourth sentence of Section 2.04 of the Credit Agreement shall be amended and restated in its entirety to read as follows:
Once reduced in accordance with this Section 2.04, the Aggregate Committed Sum may not be increased.
(f) Amendment to Section 2.14 of the Credit Agreement. Section 2.14 of the Credit Agreement is hereby replaced in its entirety with “[Reserved].”
(g) Amendments to Section 7.14 of the Credit Agreement. Section 7.14 of the Credit Agreement shall be amended as follows:
(i) Section 7.14(a) of the Credit Agreement shall be amended and restated in its entirety to read in full as follows:
(a) Interest Coverage Ratio. Permit the Interest Coverage Ratio as of the end of any fiscal quarter to be less than:
(i) with respect to the fiscal quarter ending in June of 2021,
1.75 to 1.00;
(ii) with respect to the fiscal quarter ending in September of
2021, 1.60 to 1.00;
(iii) with respect to the fiscal quarter ending in December of
2021, 1.75 to 1.00;
(iv) with respect to the fiscal quarters ending in March and
June of 2022, 1.85 to 1.00; and
(v) with respect to each fiscal quarter ending thereafter, 2.00 to
1.00.
(ii) Section 7.14(b) of the Credit Agreement shall be amended and restated in its entirety to read in full as follows:
(b) Total Leverage Ratio. Permit the Total Leverage Ratio as of the
end of any fiscal quarter to be greater than:
(i) with respect to the fiscal quarters ending in June and
September of 2021, 5.75 to 1.00;
(ii) with respect to the fiscal quarter ending in December of
2021, 5.25 to 1.00; and
(iii) with respect to each fiscal quarter ending thereafter, 5.00
to 1.00.
(iii) Section 7.14(c) of the Credit Agreement shall be amended and restated in its entirety to read in full as follows:
(c) First Lien Leverage Ratio. Permit the First Lien Leverage Ratio as
of the end of any fiscal quarter to be greater than:
(i) with respect to each fiscal quarter ending in the calendar
year of 2021, 2.25 to 1.00;
(ii) with respect to each fiscal quarter ending in the calendar
year of 2022, 1.75 to 1.00; and
(iii) with respect to each fiscal quarter ending thereafter, 1.50
to 1.00.
(h) Amendment to Article IX of the Credit Agreement. Article IX of the Credit Agreement shall be amended to add a new Section 9.12 thereto in numerical order to read in full as follows:
Section 9.12. Erroneous Payments.
(a) If the Administrative Agent notifies a Lender, L/C Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party (any such Lender, L/C Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole reasonable discretion that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Payment Recipient shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent, in same day funds (in the currency so received), the amount of any such Erroneous Payment (or portion thereof), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry rules on interbank compensation from time to time in effect. To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with
respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.
(b) Without limiting immediately preceding clause (a), each Payment Recipient hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Erroneous Payment (the “Payment Notice”), or (y) that was not preceded or accompanied by a Payment Notice sent by the Administrative Agent (or any of its Affiliates), then, said Payment Recipient shall be on notice, in each case, that an error has been made with respect to such Erroneous Payment. Each Payment Recipient agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Payment Recipient shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry rules on interbank compensation from time to time in effect.
(c) Each Payment Recipient hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under any of the immediately preceding clauses (a) or (b) or under the indemnification provisions of this Agreement.
(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent (such unrecovered amount, an “Erroneous Payment Return Deficiency”), the Borrower and each other Loan Party hereby agrees that (x) the Administrative Agent shall be subrogated to all the rights of such Payment Recipient with respect to such amount (including, without limitation, the right to sell and assign the Loans (or any portion thereof), which were subject to the Erroneous Payment Return Deficiency) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making such Erroneous Payment. For the avoidance of doubt, no assignment of an Erroneous Payment Deficiency will reduce the Commitments of any Payment Recipient and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to the assignment of an Erroneous Payment Deficiency, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Payment Recipient under the Loan Documents with respect to each Erroneous Payment Return Deficiency.
(e) Each party’s obligations, agreements and waivers under this Section 9.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.
(i) Replacement of Schedule 2.01 to the Credit Agreement. Schedule 2.01 to the Credit Agreement shall be replaced in its entirety with Annex I attached hereto, which reflects, as of the Twelfth Amendment Effective Date, the Lenders, the Pro Rata Share and the Committed Sum of each Lender. To the extent the foregoing reduction in the Committed Sum of any Lender results in the Outstanding Amount of such Lender’s Committed Loans and L/C Obligations exceeding such Lender’s Committed Sum, the Borrower shall prepay such excess in the same manner contemplated by Section 2.03(c) of the Credit Agreement.
(j) Replacement of Exhibit A-1, Exhibit A-2 and Exhibit C to the Credit Agreement. Exhibit A-1, Exhibit A-2 and Exhibit C to the Credit Agreement shall be replaced with a revised form of Committed Loan Notice, Conversion/Continuation Notice and Compliance Certificate, respectively, in each case reasonably acceptable to the Administrative Agent and the Borrower reflecting changes to the Credit Agreement becoming effective on the Twelfth Amendment Effective Date.
Section 3. Conditions of Effectiveness.
(a) The Amendments contained in Section 2 above shall not be effective until the date each of the following conditions precedent has been satisfied:
(i) the Administrative Agent has received a counterpart of this Amendment (which may be by telecopy or other electronic transmission) executed by the Borrower, the MLP, the other Loan Parties, the Administrative Agent, and the Required Lenders;
(ii) the Administrative Agent has received a certificate signed by a Responsible Officer of the Borrower certifying that (A) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects on and as of such date (unless such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (B) no Default or Event of Default has occurred and is continuing under the Credit Agreement as of such date (after giving effect to this Amendment), (C) since March 31, 2021, there has been no event or circumstance that has or could reasonably be expected to have a Material Adverse Effect, (D) there is no litigation, investigation or proceeding known to and affecting the Borrower or any affiliate for which the Borrower is required to give notice under the Credit Agreement and as to which notice has not been given, and (E) no action, suit, investigation or proceeding is pending or, to the knowledge of such officer, threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower, any Guarantor, the MLP’s general partner, or any of their respective properties that could reasonably be expected to have a Material Adverse Effect; and
(iii) the Borrower has paid (A) an amendment fee to the Administrative Agent (for the benefit of each Lender party hereto) in an aggregate amount equal to 0.10% of each such Lender’s Commitment as of the Twelfth Amendment Effective Date (after giving effect to this Amendment) and (B) the Administrative Agent’s reasonable legal fees and expenses to the extent invoiced at least one (1) Business Day prior to the Twelfth Amendment Effective Date.
The Administrative Agent agrees that it will, upon the satisfaction of the conditions contained in this Section 3, promptly provide notice to the Borrower and the Lenders of the occurrence of the Twelfth Amendment Effective Date.
Section 4. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Loan Party represents and warrants to the Administrative Agent and to each Lender that:
(a) This Amendment, the Credit Agreement as amended hereby, and each other Loan Document have been duly authorized, executed, and delivered by the Borrower and the applicable Loan Parties and constitute their legal, valid, and binding obligations enforceable in accordance with their respective terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, and similar laws affecting creditors’ rights generally and to general principles of equity);
(b) The representations and warranties set forth in Article V of the Credit Agreement and in the Collateral Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Twelfth Amendment Effective Date, after giving effect to this Amendment, as if made on and as of the Twelfth Amendment Effective Date, except to the extent such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
(c) As of the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing or would result immediately after giving effect to this Amendment and the transactions contemplated hereby; and
(d) No Loan Party has any defense to payment, counterclaim or rights of set-off with respect to the Obligations on the date hereof, either immediately before or immediately after giving effect to this Amendment.
Section 5. Effect of Amendment.
(a) This Amendment (i) except as expressly provided herein, shall not be deemed to be a consent to the modification or waiver of any other term or condition of the Credit Agreement or of any of the instruments or agreements referred to therein, and (ii) shall not prejudice any right or rights which the Administrative Agent, the Collateral Agent, or the Lenders may now or hereafter have under or in connection with the Credit Agreement, as amended hereby. Except as otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain the same. It is declared and agreed by each of the parties hereto that the Credit Agreement, as amended hereby, shall continue in full force and effect, and that this Amendment and such Credit Agreement shall be read and construed as one instrument.
(b) Each of the undersigned Guarantors is executing this Amendment in order to evidence that it hereby consents to and accepts the terms and conditions of this Amendment and the transactions contemplated hereby, agrees to be bound by the terms and conditions hereof, and ratifies and confirms that each Guaranty and each of the other Loan Documents to which it is a party is, and shall remain, in full force and effect after giving effect to this Amendment. The Borrower and each of the other Loan Parties hereby confirms and agrees that all Liens and other security now or hereafter held by the Collateral Agent for the benefit of the Lenders as security for payment of the Obligations are the legal, valid, and binding obligations of the Borrower and the other Loan Parties, remain in full force and effect, are unimpaired by this Amendment, and are hereby ratified and confirmed as security for payment of the Obligations.
(c) No failure or delay on the part of the Administrative Agent or the Lenders to exercise any right or remedy under the Credit Agreement, any other Loan Document or applicable law shall operate as a waiver thereof, nor shall any single partial exercise of any right or remedy preclude any other or further exercise of any right or remedy, all of which are cumulative and may be exercised without notice except to the extent notice is expressly required (and has not been waived) under the Credit Agreement, the other Loan Documents and applicable law.
(d) Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.
Section 6. Governing Law; Submission to Process. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Section 10.15(b) of the Credit Agreement shall apply to this Amendment, mutatis mutandis.
Section 7. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), AND (B) ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LEGAL PROCEEDING ANY “SPECIAL DAMAGES”, AS DEFINED BELOW. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR FUNDS THAT ANY PARTY HERETO AS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.
Section 8. Miscellaneous. The captions in this Amendment are for convenience of reference only and shall not define or limit the provisions hereof. This Amendment may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument. In proving this Amendment, it shall not be necessary to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment by telecopier or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 9. Entire Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT (AS AMENDED HEREBY) AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Remainder of Page Intentionally Blank. Signature Pages to Follow.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date and year first above written.
MARTIN OPERATING PARTNERSHIP L.P.,
a Delaware limited partnership
By: MARTIN OPERATING GP LLC,
its General Partner
By: MARTIN MIDSTREAM PARTNERS L.P.,
its Sole Member
By: MARTIN MIDSTREAM GP LLC,
its General Partner
By: /s/ Sharon L. Taylor
Name: Sharon L. Taylor
Title: Vice President and Chief Financial Officer
MARTIN MIDSTREAM PARTNERS L.P.,
a Delaware limited partnership, as a Guarantor
By: MARTIN MIDSTREAM GP LLC,
its General Partner
By: /s/ Sharon L. Taylor
Name: Sharon L. Taylor
Title: Vice President and Chief Financial Officer
MARTIN OPERATING GP LLC,
a Delaware limited liability company,
as a Guarantor
By: MARTIN MIDSTREAM PARTNERS L.P.,
its Sole Member
By: MARTIN MIDSTREAM GP LLC,
its General Partner
By: /s/ Sharon L. Taylor
Name: Sharon L. Taylor
Title: Vice President and Chief Financial Officer
MARTIN MIDSTREAM FINANCE CORP.,
a Delaware corporation, as a Guarantor
By: /s/ Sharon L. Taylor
Name: Sharon L. Taylor
Title: Vice President and Chief Financial Officer
TALEN’S MARINE & FUEL, LLC,
a Louisiana limited liability company,
as a Guarantor
By: /s/ Sharon L. Taylor
Name: Sharon L. Taylor
Title: Vice President and Chief Financial Officer
REDBIRD GAS STORAGE LLC,
a Delaware limited liability company,
as a Guarantor
By: /s/ Sharon L. Taylor
Name: Sharon L. Taylor
Title: Vice President and Chief Financial Officer
MARTIN TRANSPORT, INC.,
a Texas corporation, as a Guarantor
By: /s/ Sharon L. Taylor
Name: Sharon L. Taylor
Title: Vice President and Chief Financial Officer
ROYAL BANK OF CANADA,
as Administrative Agent and Collateral Agent
By: /s/ Helena Sadowski
Name: Helena Sadowski
Title: Manager, Agency
ROYAL BANK OF CANADA,
as a Lender and an L/C Issuer
By: /s/ Jason S. York
Name: Jason S. York
Title: Authorized Signatory
WELLS FARGO BANK, N.A.,
as Syndication Agent, a Lender and an L/C Issuer
By: /s/ Blanca Montemayor
Name: Blanca Montemayor
Title: Vice President
ABN AMRO CAPITAL USA LLC, as a Lender
By: /s/ Brody Summerall
Name: Brody Summerall
Title: Vice President
By: /s/ Darrell Holley
Name: Darrell Holley
Title: Managing Director
BBVA USA,
as a Lender
By: /s/ Mark H. Wolf
Name: Mark H. Wolf
Title: Senior Vice President
CADENCE BANK, N.A.,
as a Lender
By: /s/ David Anderson
Name: David Anderson
Title: Senior Vice President
COMERICA BANK,
as a Lender
By: /s/ Cynthia B. Jones
Name: Cynthia B. Jones
Title: Vice President
NATIXIS, NEW YORK BRANCH
as a Lender and an L/C Issuer
By: /s/ Jonathan Cohen
Name: Jonathan Cohen
Title: Executive Director
By: /s/ Alejandro Campos
Name: Alejandro Campos
Title: Director
TRUIST BANK,
as a Lender
By: /s/ Jade Silver
Name: Jade Silver
Title: Senior Vice President
CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Monica Pantea
Name: Monica Pantea
Title: Vice President
BNP PARIBAS,
as a Lender
By: /s/ Delphine Gaudiot
Name: Delphine Gaudiot
Title: Director
By: /s/ Zachary Kaiser
Name: Zachary Kaiser
Title: Vice President
WOODFOREST NATIONAL BANK,
as a Lender
By: /s/ Rachel Broussard
Name: Rachel Broussard
Title: Senior Vice President
ANNEX I
SCHEDULE 2.01
COMMITTED SUMS
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|
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|
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Lender
|
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Committed Sum
|
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Pro Rata Share
|
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Royal Bank of Canada
|
|
26,125,000.00
|
|
9.5000000%
|
|
Wells Fargo Bank, N.A.
|
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26,125,000.00
|
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9.5000000%
|
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ABN AMRO Capital USA LLC
|
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26,125,000.00
|
|
9.5000000%
|
|
Bank of America, N.A.
|
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26,125,000.00
|
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9.5000000%
|
|
Capital One, National Association
|
|
26,125,000.00
|
|
9.5000000%
|
|
BBVA USA
|
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26,125,000.00
|
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9.5000000%
|
|
Natixis, New York Branch
|
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26,125,000.00
|
|
9.5000000%
|
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BNP Paribas
|
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23,375,000.00
|
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8.5000000%
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Comerica Bank
|
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23,375,000.00
|
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8.5000000%
|
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Cadence Bank, N.A.
|
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17,187,500.00
|
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6.2500000%
|
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Truist Bank
|
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14,437,500.00
|
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5.2500000%
|
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Woodforest National Bank
|
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13,750,000.00
|
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5.0000000%
|
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Total:
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275,000,000.00
|
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100.0000000%
|
EXHIBIT 99.1
MARTIN MIDSTREAM PARTNERS REPORTS SECOND QUARTER 2021 FINANCIAL RESULTS AND DECLARES QUARTERLY CASH DISTRIBUTION
•2021 financial performance in line with annual guidance
•Reported net loss of $6.6 million and $4.1 million for the three and six months ended June 30, 2021, respectively
•Reported adjusted EBITDA of $22.5 million and $53.4 million for the three and six months ended June 30, 2021, respectively
•Generated distributable cash flow of $7.3 and $20.1 million for the three and six months ended June 30, 2021, respectively
•Declares quarterly distribution of $0.005 or $0.02 per unit annually
•Announces Revolving Credit Facility Amendment
KILGORE, Texas, July 22, 2021 (GLOBE NEWSWIRE) -- Martin Midstream Partners L.P. (Nasdaq:MMLP) (the "Partnership") today announced its financial results for the second quarter of 2021.
“For the second quarter of 2021, the Partnership had a solid performance in line with our annual projected cash flows of between $95 million to $102 million,” stated Bob Bondurant, President and Chief Executive Officer of Martin Midstream GP LLC, the general partner of the Partnership. “As the country returns to a more open economy and refinery utilization increases, we have seen heightened demand for our services particularly within the land transportation and lubricants businesses. However, the impact of COVID-19 is still reflected in a reduction in sulfur service volumes and lower marine day rates year over year. As expected, marine utilization has increased from last quarter and we anticipate the continued economic recovery will drive demand upward allowing for the further utilization of our asset base.”
“Looking to the third quarter, which is seasonally our weakest due to the cyclical nature of both the fertilizer and butane businesses, we amended our revolving credit facility in response to rising commodity prices and the continued impact of COVID-19 on the Partnership’s trailing twelve month cash flows. I’d like thank our lenders for recognizing our ongoing commitment to capital discipline through their support of the amendment.”
SECOND QUARTER 2021 OPERATING RESULTS BY BUSINESS SEGMENT
TERMINALLING AND STORAGE (“T&S”)
T&S Operating Income for the three months ended June 30, 2021 and 2020 was $3.7 million and $3.3 million, respectively.
Adjusted segment EBITDA for T&S was $10.6 million for each of the three month periods ended June 30, 2021 and 2020, reflecting increased volumes on packaged lubricants products, offset by expired capital recovery fees at the Smackover Refinery.
TRANSPORTATION
Transportation Operating Income for the three months ended June 30, 2021 and 2020 was $0.7 million and $0.6 million, respectively.
Adjusted segment EBITDA for Transportation was $5.0 million and $4.9 million for the three months ended June 30, 2021 and 2020, respectively, reflecting higher land transportation load count and rates, offset by lower marine day rates coupled with a reduction in marine equipment.
SULFUR SERVICES
Sulfur Services Operating Income for the three months ended June 30, 2021 and 2020 was $6.3 million and $7.4 million, respectively.
Adjusted segment EBITDA for Sulfur Services was $8.9 million and $10.8 million for the three months ended June 30, 2021 and 2020, respectively, reflecting lower refinery utilization volumes during the second quarter of 2021 as a result of continued effects of COVID-19.
NATURAL GAS LIQUIDS (“NGL”)
NGL Operating Income for the three months ended June 30, 2021 and 2020 was $0.7 million and $1.1 million, respectively.
Adjusted segment EBITDA for NGL was $1.7 million and $1.6 million for the three months ended June 30, 2021 and 2020, respectively, primarily reflecting increased margins in our butane optimization business, offset by a reduction in NGL margins due to rising commodity prices.
UNALLOCATED SELLING, GENERAL AND ADMINISTRATIVE EXPENSE (“USGA”)
USGA expenses included in operating income for the three months ended June 30, 2021 and 2020 were $3.8 million and $4.4 million, respectively.
USGA expenses included in adjusted EBITDA for the three months ended June 30, 2021 and 2020 were $3.7 million and $4.0 million, respectively, primarily reflecting a reduction in overhead allocated from Martin Resource Management.
LIQUIDITY
At June 30, 2021, the Partnership had $180 million drawn on its $300 million revolving credit facility, an increase of $4 million from March 31, 2021. The Partnership’s leverage ratio, as calculated under the revolving credit facility, was 5.3 times and 5.4 times on June 30, 2021 and March 31, 2021, respectively. The Partnership is in compliance with all debt covenants as of June 30, 2021 and March 31, 2021.
REVOLVING CREDIT FACILITY AMENDMENT
The Partnership announced today the amendment of its revolving credit facility effective July 16, 2021. The amendment revises certain financial covenant ratios and reduces the aggregate amount of commitments from $300 million to $275 million, among other things.
Royal Bank of Canada serves as administrative agent and collateral agent for the facility. Baker Botts L.L.P acted as legal counsel to the Partnership.
QUARTERLY CASH DISTRIBUTION
The Partnership has declared a quarterly cash distribution of $0.005 per unit for the quarter ended June 30, 2021. The distribution is payable on August 13, 2021 to common unitholders of record as of the close of business on August 6, 2021. The ex-dividend date for the cash distribution is August 5, 2021.
QUALIFIED NOTICE TO NOMINEES
This release serves as qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d). Please note that 100 percent of the Partnership's distributions to foreign investors are
attributable to income that is effectively connected with a United States trade or business. Accordingly, all of the Partnership's distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate for individuals or corporations, as applicable. Nominees, and not the Partnership, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.
COVID-19 RESPONSE
The Partnership continues to evaluate protocols in response to the COVID-19 pandemic, including the impact of variants of COVID-19, such as the Delta variant. Where possible, employee work from home initiatives remain and travel restrictions have been lifted. Employees are encouraged to continue to exercise safety measures to protect the welfare of each other and the communities they serve.
RESULTS OF OPERATIONS
The Partnership had a net loss for the three months ended June 30, 2021 of $6.6 million, a loss of $0.17 per limited partner unit. The Partnership had a net loss for the three months ended June 30, 2020 of $2.2 million, a loss of $0.06 per limited partner unit. Adjusted EBITDA for the three months ended June 30, 2021 was $22.5 million compared to the three months ended June 30, 2020 of $23.9 million. Distributable cash flow for the three months ended June 30, 2021 was $7.3 million compared to the three months ended June 30, 2020 of $12.5 million.
The Partnership had a net loss for the six months ended June 30, 2021 of $4.1 million, a loss of $0.10 per limited partner unit. The Partnership had net income for the six months ended June 30, 2020 of $6.6 million, or $0.17 per limited partner unit. Adjusted EBITDA for the six months ended June 30, 2021 was $53.4 million compared to the six months ended June 30, 2020 of $54.9 million. Distributable cash flow for the six months ended June 30, 2021 was $20.1 million compared to the six months ended June 30, 2020 of $30.8 million.
Revenues for the three months ended June 30, 2021 were $184.3 million compared to the three months ended June 30, 2020 of $140.6 million. Revenues for the six months ended June 30, 2021 were $385.3 million compared to the six months ended June 30, 2020 of $339.5 million.
EBITDA, adjusted EBITDA, distributable cash flow and adjusted free cash flow are non-GAAP financial measures which are explained in greater detail below under the heading "Use of Non-GAAP Financial Information." The Partnership has also included below a table entitled "Reconciliation of EBITDA, Adjusted EBITDA, Distributable Cash Flow and Adjusted Free Cash Flow" in order to show the components of these non-GAAP financial measures and their reconciliation to the most comparable GAAP measurement.
An attachment included in the Current Report on Form 8-K to which this announcement is included, contains a comparison of the Partnership’s Adjusted EBITDA for the second quarter 2021 to the Partnership's Adjusted EBITDA for the second quarter 2020.
Investors' Conference Call
Date: Friday, July 23, 2021
Time: 8:00 a.m. CT (please dial in by 7:55 a.m.)
Dial In #: (833) 900-2251
Conference ID: 1691938
Replay Dial In # (800) 585-8367 – Conference ID: 1691938
A webcast of the conference call will also be available by visiting the Events and Presentations section under Investor Relations on our website at www.MMLP.com.
About Martin Midstream Partners
Martin Midstream Partners L.P., headquartered in Kilgore, Texas, is a publicly traded limited partnership with a diverse set of operations focused primarily in the United States Gulf Coast region. The Partnership's primary business lines include: (1) terminalling, processing, storage, and packaging services for petroleum products and by-products; (2) land and marine transportation services for petroleum products and by-products, chemicals, and specialty products; (3) sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and (4) natural gas liquids marketing, distribution and transportation services. To learn more, visit www.MMLP.com.
Forward-Looking Statements
Statements about the Partnership’s outlook and all other statements in this release other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements and all references to guidance or to financial or operational estimates or projections rely on a number of assumptions concerning future events and are subject to a number of uncertainties, including (i) the current and potential impacts of the COVID-19 pandemic generally, on an industry-specific basis, and on the Partnership’s specific operations and business, (ii) the effects of the continued volatility of commodity prices and the related macroeconomic and political environment, and (iii) other factors, many of which are outside its control, which could cause actual results to differ materially from such statements. While the Partnership believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in anticipating or predicting certain important factors. A discussion of these factors, including risks and uncertainties, is set forth in the Partnership’s annual and quarterly reports filed from time to time with the Securities and Exchange Commission. The Partnership disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events, or otherwise except where required to do so by law.
Use of Non-GAAP Financial Information
The Partnership's management uses a variety of financial and operational measurements other than its financial statements prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") to analyze its performance. These include: (1) net income before interest expense, income tax expense, and depreciation and amortization ("EBITDA"), (2) adjusted EBITDA, (3) distributable cash flow and (4) adjusted free cash flow. The Partnership's management views these measures as important performance measures of core profitability for its operations and the ability to generate and distribute cash flow, and as key components of its internal financial reporting. The Partnership's management believes investors benefit from having access to the same financial measures that management uses.
EBITDA and Adjusted EBITDA. The Partnership defines 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. 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. The Partnership has included information concerning EBITDA and adjusted EBITDA because it provides investors and management with additional information to better understand the following: financial performance of the Partnership's assets without regard to financing methods, capital structure or historical cost basis; the Partnership's operating performance and return on capital as compared to those of other similarly situated entities; and the viability of acquisitions and capital expenditure projects. The Partnership's method of computing adjusted EBITDA may not be the same method used to compute similar measures reported by other entities. The economic substance behind the Partnership's use of adjusted EBITDA is to measure the ability of the Partnership's assets to generate cash sufficient to pay interest costs, support its indebtedness and make distributions to its unitholders.
Distributable Cash Flow. The Partnership defines Distributable Cash Flow as Adjusted EBITDA less cash paid for interest, cash paid for income taxes, maintenance capital expenditures, and plant turnaround costs. Distributable cash flow is a significant performance measure used by the Partnership's management and by external users of its
financial statements, such as investors, commercial banks and research analysts, to compare basic cash flows generated by the Partnership to the cash distributions it expects to pay unitholders. Distributable cash flow is also an important financial measure for the Partnership's unitholders since it serves as an indicator of the Partnership's success in providing a cash return on investment. Specifically, this financial measure indicates to investors whether or not the Partnership is generating cash flow at a level that can sustain or support an increase in its 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. Adjusted free cash flow is defined 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 the Partnership's 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. The Partnership believes 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. The Partnership's calculation of adjusted free cash flow may or may not be comparable to similarly titled measures used by other entities.
EBITDA, adjusted EBITDA, distributable cash flow, and adjusted free cash flow should not be considered alternatives to, or more meaningful than, net income, cash flows from operating activities, or any other measure presented in accordance with GAAP. The Partnership's method of computing these measures may not be the same method used to compute similar measures reported by other entities.
Contact:
Sharon Taylor - Vice President & Chief Financial Officer
(877) 256-6644
investor.relations@mmlp.com
MMLP-F
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED BALANCE SHEETS
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
December 31, 2020
|
|
|
(Unaudited)
|
|
(Audited)
|
|
Assets
|
|
|
|
|
Cash
|
$
|
681
|
|
|
$
|
4,958
|
|
|
Accounts and other receivables, less allowance for doubtful accounts of $225 and $261, respectively
|
55,051
|
|
|
52,748
|
|
|
|
|
|
|
|
Inventories
|
71,358
|
|
|
54,122
|
|
|
Due from affiliates
|
20,619
|
|
|
14,807
|
|
|
|
|
|
|
|
Other current assets
|
6,913
|
|
|
8,991
|
|
|
|
|
|
|
|
Total current assets
|
154,622
|
|
|
135,626
|
|
|
|
|
|
|
|
Property, plant and equipment, at cost
|
891,746
|
|
|
889,108
|
|
|
Accumulated depreciation
|
(530,624)
|
|
|
(509,237)
|
|
|
Property, plant and equipment, net
|
361,122
|
|
|
379,871
|
|
|
|
|
|
|
|
Goodwill
|
16,823
|
|
|
16,823
|
|
|
Right-of-use assets
|
19,955
|
|
|
22,260
|
|
|
Deferred income taxes, net
|
21,495
|
|
|
22,253
|
|
|
Other assets, net
|
2,862
|
|
|
2,805
|
|
|
Total assets
|
$
|
576,879
|
|
|
$
|
579,638
|
|
|
|
|
|
|
|
Liabilities and Partners’ Capital (Deficit)
|
|
|
|
|
Current installments of long-term debt and finance lease obligations
|
$
|
236
|
|
|
$
|
31,497
|
|
|
Trade and other accounts payable
|
55,453
|
|
|
51,900
|
|
|
Product exchange payables
|
700
|
|
|
373
|
|
|
Due to affiliates
|
1,939
|
|
|
435
|
|
|
Income taxes payable
|
308
|
|
|
556
|
|
|
Fair value of derivatives
|
412
|
|
|
207
|
|
|
Other accrued liabilities
|
29,394
|
|
|
34,407
|
|
|
Total current liabilities
|
88,442
|
|
|
119,375
|
|
|
|
|
|
|
|
Long-term debt, net
|
517,311
|
|
|
484,597
|
|
|
Finance lease obligations
|
169
|
|
|
289
|
|
|
Operating lease liabilities
|
13,423
|
|
|
15,181
|
|
|
Other long-term obligations
|
8,631
|
|
|
7,067
|
|
|
Total liabilities
|
627,976
|
|
|
626,509
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
Partners’ capital (deficit)
|
(51,097)
|
|
|
(46,871)
|
|
|
Total partners’ capital (deficit)
|
(51,097)
|
|
|
(46,871)
|
|
|
Total liabilities and partners' capital (deficit)
|
$
|
576,879
|
|
|
$
|
579,638
|
|
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per unit amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
June 30,
|
|
June 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Terminalling and storage *
|
$
|
18,702
|
|
|
$
|
19,908
|
|
|
$
|
37,080
|
|
|
$
|
40,382
|
|
|
Transportation *
|
34,926
|
|
|
31,485
|
|
|
64,741
|
|
|
70,426
|
|
|
Sulfur services
|
2,949
|
|
|
2,914
|
|
|
5,899
|
|
|
5,829
|
|
|
Product sales: *
|
|
|
|
|
|
|
|
|
Natural gas liquids
|
67,232
|
|
|
30,299
|
|
|
165,317
|
|
|
112,510
|
|
|
Sulfur services
|
35,337
|
|
|
30,506
|
|
|
67,222
|
|
|
55,914
|
|
|
Terminalling and storage
|
25,147
|
|
|
25,526
|
|
|
45,008
|
|
|
54,460
|
|
|
|
127,716
|
|
|
86,331
|
|
|
277,547
|
|
|
222,884
|
|
|
Total revenues
|
184,293
|
|
|
140,638
|
|
|
385,267
|
|
|
339,521
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
Cost of products sold: (excluding depreciation and amortization)
|
|
|
|
|
|
|
|
|
Natural gas liquids *
|
61,590
|
|
|
24,293
|
|
|
140,725
|
|
|
94,128
|
|
|
Sulfur services *
|
24,177
|
|
|
17,559
|
|
|
45,391
|
|
|
32,854
|
|
|
Terminalling and storage *
|
20,226
|
|
|
21,438
|
|
|
34,728
|
|
|
45,118
|
|
|
|
105,993
|
|
|
63,290
|
|
|
220,844
|
|
|
172,100
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
Operating expenses *
|
47,313
|
|
|
44,202
|
|
|
91,947
|
|
|
95,484
|
|
|
Selling, general and administrative *
|
8,960
|
|
|
9,858
|
|
|
19,569
|
|
|
20,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
14,483
|
|
|
15,343
|
|
|
28,917
|
|
|
30,582
|
|
|
Total costs and expenses
|
176,749
|
|
|
132,693
|
|
|
361,277
|
|
|
318,486
|
|
|
|
|
|
|
|
|
|
|
|
Other operating income (loss), net
|
89
|
|
|
15
|
|
|
(671)
|
|
|
2,525
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
7,633
|
|
|
7,960
|
|
|
23,319
|
|
|
23,560
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
Interest expense, net
|
(13,309)
|
|
|
(9,377)
|
|
|
(26,262)
|
|
|
(19,302)
|
|
|
Gain on retirement of senior unsecured notes
|
—
|
|
|
—
|
|
|
—
|
|
|
3,484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net
|
(1)
|
|
|
4
|
|
|
(1)
|
|
|
7
|
|
|
Total other expense
|
(13,310)
|
|
|
(9,373)
|
|
|
(26,263)
|
|
|
(15,811)
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) before taxes
|
(5,677)
|
|
|
(1,413)
|
|
|
(2,944)
|
|
|
7,749
|
|
|
Income tax expense
|
(935)
|
|
|
(790)
|
|
|
(1,157)
|
|
|
(1,137)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
(6,612)
|
|
|
(2,203)
|
|
|
(4,101)
|
|
|
6,612
|
|
|
Less general partner's interest in net (income) loss
|
132
|
|
|
44
|
|
|
82
|
|
|
(132)
|
|
|
|
|
|
|
|
|
|
|
|
Less (income) loss allocable to unvested restricted units
|
20
|
|
|
10
|
|
|
10
|
|
|
(45)
|
|
|
Limited partners' interest in net income (loss)
|
$
|
(6,460)
|
|
|
$
|
(2,149)
|
|
|
$
|
(4,009)
|
|
|
$
|
6,435
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per unit attributable to limited partners - basic
|
$
|
(0.17)
|
|
|
$
|
(0.06)
|
|
|
$
|
(0.10)
|
|
|
$
|
0.17
|
|
|
Net income (loss) per unit attributable to limited partners - diluted
|
$
|
(0.17)
|
|
|
$
|
(0.06)
|
|
|
$
|
(0.10)
|
|
|
$
|
0.17
|
|
|
Weighted average limited partner units - basic
|
38,687,874
|
|
|
38,661,852
|
|
|
38,690,228
|
|
|
38,651,357
|
|
Weighted average limited partner units - diluted
|
38,687,874
|
|
|
38,661,852
|
|
|
38,690,228
|
|
|
38,651,897
|
*Related Party Transactions Shown Below
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per unit amounts)
*Related Party Transactions Included Above
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
June 30,
|
|
June 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Revenues:*
|
|
|
|
|
|
|
|
|
Terminalling and storage
|
$
|
15,569
|
|
|
$
|
15,942
|
|
|
$
|
30,875
|
|
|
$
|
31,816
|
|
|
Transportation
|
4,889
|
|
|
5,393
|
|
|
8,899
|
|
|
11,287
|
|
|
|
|
|
|
|
|
|
|
|
Product Sales
|
71
|
|
|
38
|
|
|
185
|
|
|
130
|
|
|
Costs and expenses:*
|
|
|
|
|
|
|
|
|
Cost of products sold: (excluding depreciation and amortization)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sulfur services
|
2,403
|
|
|
2,554
|
|
|
4,938
|
|
|
5,321
|
|
|
Terminalling and storage
|
7,036
|
|
|
4,249
|
|
|
11,604
|
|
|
10,026
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
Operating expenses
|
19,590
|
|
|
19,440
|
|
|
37,958
|
|
|
41,211
|
|
|
Selling, general and administrative
|
7,285
|
|
|
8,055
|
|
|
15,965
|
|
|
16,367
|
|
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 - January 1, 2020
|
|
|
38,863,389
|
|
|
$
|
(38,342)
|
|
|
$
|
2,146
|
|
|
$
|
(36,196)
|
|
|
Net income
|
|
|
—
|
|
|
6,480
|
|
|
132
|
|
|
6,612
|
|
|
Issuance of common units, net
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Issuance of restricted units
|
|
|
81,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Forfeiture of restricted units
|
|
|
(84,134)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
General partner contribution
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Cash distributions
|
|
|
—
|
|
|
(4,825)
|
|
|
(98)
|
|
|
(4,923)
|
|
|
Unit-based compensation
|
|
|
—
|
|
|
709
|
|
|
—
|
|
|
709
|
|
|
Purchase of treasury units
|
|
|
(7,748)
|
|
|
(9)
|
|
|
—
|
|
|
(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances - June 30, 2020
|
|
|
38,852,507
|
|
|
$
|
(35,987)
|
|
|
$
|
2,180
|
|
|
$
|
(33,807)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances - January 1, 2021
|
|
|
38,851,174
|
|
|
$
|
(48,776)
|
|
|
$
|
1,905
|
|
|
$
|
(46,871)
|
|
|
Net loss
|
|
|
—
|
|
|
(4,019)
|
|
|
(82)
|
|
|
(4,101)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of restricted units
|
|
|
42,168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Forfeiture of restricted units
|
|
|
(83,436)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash distributions
|
|
|
—
|
|
|
(388)
|
|
|
(8)
|
|
|
(396)
|
|
|
Unit-based compensation
|
|
|
—
|
|
|
288
|
|
|
—
|
|
|
288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of treasury units
|
|
|
(7,156)
|
|
|
(17)
|
|
|
—
|
|
|
(17)
|
|
|
Balances - June 30, 2021
|
|
|
38,802,750
|
|
|
$
|
(52,912)
|
|
|
$
|
1,815
|
|
|
$
|
(51,097)
|
|
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
June 30,
|
|
|
2021
|
|
2020
|
|
Cash flows from operating activities:
|
|
|
|
|
Net income (loss)
|
$
|
(4,101)
|
|
|
$
|
6,612
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
Depreciation and amortization
|
28,917
|
|
|
30,582
|
|
|
Amortization of deferred debt issuance costs
|
1,521
|
|
|
991
|
|
|
|
|
|
|
|
Amortization of premium on notes payable
|
—
|
|
|
(153)
|
|
|
Deferred income tax expense
|
758
|
|
|
1,018
|
|
|
Loss on sale of property, plant and equipment, net
|
671
|
|
|
175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on retirement of senior unsecured notes
|
—
|
|
|
(3,484)
|
|
|
Derivative (income) loss
|
884
|
|
|
(1,463)
|
|
|
Net cash received (paid) for commodity derivatives
|
(679)
|
|
|
796
|
|
|
Unit-based compensation
|
288
|
|
|
709
|
|
|
Change in current assets and liabilities, excluding effects of acquisitions and dispositions:
|
|
|
|
|
Accounts and other receivables
|
(2,303)
|
|
|
37,180
|
|
|
|
|
|
|
|
Inventories
|
(17,572)
|
|
|
(3,128)
|
|
|
Due from affiliates
|
(5,812)
|
|
|
(1,060)
|
|
|
Other current assets
|
1,435
|
|
|
(5,547)
|
|
|
Trade and other accounts payable
|
3,335
|
|
|
(16,502)
|
|
|
Product exchange payables
|
327
|
|
|
811
|
|
|
Due to affiliates
|
1,504
|
|
|
(1,026)
|
|
|
Income taxes payable
|
(248)
|
|
|
26
|
|
|
Other accrued liabilities
|
(3,053)
|
|
|
(2,452)
|
|
|
Change in other non-current assets and liabilities
|
213
|
|
|
541
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
6,085
|
|
|
44,626
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
Payments for property, plant and equipment
|
(8,200)
|
|
|
(19,053)
|
|
|
|
|
|
|
|
Payments for plant turnaround costs
|
(1,694)
|
|
|
(231)
|
|
|
Proceeds from involuntary conversion of property, plant and equipment
|
—
|
|
|
4,369
|
|
|
Proceeds from sale of property, plant and equipment
|
133
|
|
|
1,768
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
(9,761)
|
|
|
(13,147)
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Payments of long-term debt
|
(144,790)
|
|
|
(156,860)
|
|
|
Payments under finance lease obligations
|
(2,591)
|
|
|
(3,222)
|
|
|
Proceeds from long-term debt
|
147,500
|
|
|
131,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of treasury units
|
(17)
|
|
|
(9)
|
|
|
|
|
|
|
|
Payment of debt issuance costs
|
(307)
|
|
|
(269)
|
|
|
|
|
|
|
|
Cash distributions paid
|
(396)
|
|
|
(4,923)
|
|
|
Net cash used in financing activities
|
(601)
|
|
|
(34,283)
|
|
|
|
|
|
|
|
Net decrease in cash
|
(4,277)
|
|
|
(2,804)
|
|
|
Cash at beginning of period
|
4,958
|
|
|
2,856
|
|
|
Cash at end of period
|
$
|
681
|
|
|
$
|
52
|
|
|
Non-cash additions to property, plant and equipment
|
$
|
686
|
|
|
$
|
1,276
|
|
MARTIN MIDSTREAM PARTNERS L.P.
SEGMENT OPERATING INCOME
(Unaudited)
(Dollars and volumes in thousands, except BBL per day)
Terminalling and Storage Segment
Comparative Results of Operations for the Three Months Ended June 30, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Variance
|
|
Percent Change
|
|
|
2021
|
|
2020
|
|
|
|
|
(In thousands, except BBL per day)
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Services
|
$
|
20,358
|
|
|
$
|
21,436
|
|
|
$
|
(1,078)
|
|
|
(5)
|
%
|
|
Products
|
25,166
|
|
|
25,540
|
|
|
(374)
|
|
|
(1)
|
%
|
|
Total revenues
|
45,524
|
|
|
46,976
|
|
|
(1,452)
|
|
|
(3)
|
%
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold
|
20,759
|
|
|
22,697
|
|
|
(1,938)
|
|
|
(9)
|
%
|
|
Operating expenses
|
12,664
|
|
|
12,254
|
|
|
410
|
|
|
3
|
%
|
|
Selling, general and administrative expenses
|
1,468
|
|
|
1,398
|
|
|
70
|
|
|
5
|
%
|
|
Depreciation and amortization
|
6,996
|
|
|
7,272
|
|
|
(276)
|
|
|
(4)
|
%
|
|
|
3,637
|
|
|
3,355
|
|
|
282
|
|
|
8
|
%
|
|
Other operating income (loss), net
|
61
|
|
|
(3)
|
|
|
64
|
|
|
2,133
|
%
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
$
|
3,698
|
|
|
$
|
3,352
|
|
|
$
|
346
|
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|
|
Shore-based throughput volumes (guaranteed minimum) (gallons)
|
20,000
|
|
|
20,000
|
|
|
—
|
|
|
—
|
%
|
|
Smackover refinery throughput volumes (guaranteed minimum BBL per day)
|
6,500
|
|
|
6,500
|
|
|
—
|
|
|
—
|
%
|
Comparative Results of Operations for the Six Months Ended June 30, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
Variance
|
|
Percent Change
|
|
|
2021
|
|
2020
|
|
|
|
|
(In thousands, except BBL per day)
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Services
|
$
|
40,317
|
|
|
$
|
43,603
|
|
|
$
|
(3,286)
|
|
|
(8)
|
%
|
|
Products
|
45,041
|
|
|
54,507
|
|
|
(9,466)
|
|
|
(17)
|
%
|
|
Total revenues
|
85,358
|
|
|
98,110
|
|
|
(12,752)
|
|
|
(13)
|
%
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold
|
35,700
|
|
|
47,685
|
|
|
(11,985)
|
|
|
(25)
|
%
|
|
Operating expenses
|
25,457
|
|
|
25,205
|
|
|
252
|
|
|
1
|
%
|
|
Selling, general and administrative expenses
|
2,967
|
|
|
3,057
|
|
|
(90)
|
|
|
(3)
|
%
|
|
Depreciation and amortization
|
14,101
|
|
|
14,728
|
|
|
(627)
|
|
|
(4)
|
%
|
|
|
7,133
|
|
|
7,435
|
|
|
(302)
|
|
|
(4)
|
%
|
|
Other operating loss, net
|
(5)
|
|
|
(3,054)
|
|
|
3,049
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
$
|
7,128
|
|
|
$
|
4,381
|
|
|
$
|
2,747
|
|
|
63
|
%
|
|
|
|
|
|
|
|
|
|
|
Shore-based throughput volumes (guaranteed minimum) (gallons)
|
40,000
|
|
|
40,000
|
|
|
—
|
|
|
—
|
%
|
|
Smackover refinery throughput volumes (guaranteed minimum) (BBL per day)
|
6,500
|
|
|
6,500
|
|
|
—
|
|
|
—
|
%
|
Transportation Segment
Comparative Results of Operations for the Three Months Ended June 30, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Variance
|
|
Percent Change
|
|
|
2021
|
|
2020
|
|
|
|
|
(In thousands)
|
|
|
|
Revenues
|
$
|
38,349
|
|
|
$
|
35,259
|
|
|
$
|
3,090
|
|
|
9
|
%
|
|
Operating expenses
|
31,485
|
|
|
28,331
|
|
|
3,154
|
|
|
11
|
%
|
|
Selling, general and administrative expenses
|
1,858
|
|
|
2,058
|
|
|
(200)
|
|
|
(10)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
4,331
|
|
|
4,328
|
|
|
3
|
|
|
—
|
%
|
|
|
675
|
|
|
542
|
|
|
133
|
|
|
25
|
%
|
|
Other operating income, net
|
21
|
|
|
13
|
|
|
8
|
|
|
62
|
%
|
|
Operating income
|
$
|
696
|
|
|
$
|
555
|
|
|
$
|
141
|
|
|
25
|
%
|
Comparative Results of Operations for the Six Months Ended June 30, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
Variance
|
|
Percent Change
|
|
|
2021
|
|
2020
|
|
|
|
|
(In thousands)
|
|
|
|
Revenues
|
$
|
72,318
|
|
|
$
|
80,433
|
|
|
$
|
(8,115)
|
|
|
(10)
|
%
|
|
Operating expenses
|
60,989
|
|
|
63,493
|
|
|
(2,504)
|
|
|
(4)
|
%
|
|
Selling, general and administrative expenses
|
3,658
|
|
|
4,193
|
|
|
(535)
|
|
|
(13)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
8,329
|
|
|
8,608
|
|
|
(279)
|
|
|
(3)
|
%
|
|
|
$
|
(658)
|
|
|
$
|
4,139
|
|
|
$
|
(4,797)
|
|
|
(116)
|
%
|
|
Other operating income (loss), net
|
17
|
|
|
(1,195)
|
|
|
1,212
|
|
|
101
|
%
|
|
Operating income (loss)
|
$
|
(641)
|
|
|
$
|
2,944
|
|
|
$
|
(3,585)
|
|
|
(122)
|
%
|
Sulfur Services Segment
Comparative Results of Operations for the Three Months Ended June 30, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Variance
|
|
Percent Change
|
|
|
2021
|
|
2020
|
|
|
|
|
(In thousands)
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Services
|
$
|
2,949
|
|
|
$
|
2,914
|
|
|
$
|
35
|
|
|
1
|
%
|
|
Products
|
35,337
|
|
|
30,506
|
|
|
4,831
|
|
|
16
|
%
|
|
Total revenues
|
38,286
|
|
|
33,420
|
|
|
4,866
|
|
|
15
|
%
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold
|
25,397
|
|
|
18,601
|
|
|
6,796
|
|
|
37
|
%
|
|
Operating expenses
|
2,804
|
|
|
3,142
|
|
|
(338)
|
|
|
(11)
|
%
|
|
Selling, general and administrative expenses
|
1,215
|
|
|
1,166
|
|
|
49
|
|
|
4
|
%
|
|
Depreciation and amortization
|
2,568
|
|
|
3,131
|
|
|
(563)
|
|
|
(18)
|
%
|
|
|
6,302
|
|
|
7,380
|
|
|
(1,078)
|
|
|
(15)
|
%
|
|
Other operating income, net
|
6
|
|
|
5
|
|
|
1
|
|
|
20
|
%
|
|
Operating income
|
$
|
6,308
|
|
|
$
|
7,385
|
|
|
$
|
(1,077)
|
|
|
(15)
|
%
|
|
|
|
|
|
|
|
|
|
|
Sulfur (long tons)
|
146
|
|
|
166
|
|
|
(20)
|
|
|
(12)
|
%
|
|
Fertilizer (long tons)
|
84
|
|
|
91
|
|
|
(7)
|
|
|
(8)
|
%
|
|
Total sulfur services volumes (long tons)
|
230
|
|
|
257
|
|
|
(27)
|
|
|
(11)
|
%
|
Comparative Results of Operations for the Six Months Ended June 30, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
Variance
|
|
Percent Change
|
|
|
2021
|
|
2020
|
|
|
|
|
(In thousands)
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Services
|
$
|
5,899
|
|
|
$
|
5,829
|
|
|
$
|
70
|
|
|
1
|
%
|
|
Products
|
67,222
|
|
|
55,927
|
|
|
11,295
|
|
|
20
|
%
|
|
Total revenues
|
73,121
|
|
|
61,756
|
|
|
11,365
|
|
|
18
|
%
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold
|
47,820
|
|
|
35,405
|
|
|
12,415
|
|
|
35
|
%
|
|
Operating expenses
|
4,813
|
|
|
6,052
|
|
|
(1,239)
|
|
|
(20)
|
%
|
|
Selling, general and administrative expenses
|
2,456
|
|
|
2,369
|
|
|
87
|
|
|
4
|
%
|
|
Depreciation and amortization
|
5,288
|
|
|
6,025
|
|
|
(737)
|
|
|
(12)
|
%
|
|
|
12,744
|
|
|
11,905
|
|
|
839
|
|
|
7
|
%
|
|
Other operating income, net
|
6
|
|
|
6,776
|
|
|
(6,770)
|
|
|
(100)
|
%
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
$
|
12,750
|
|
|
$
|
18,681
|
|
|
$
|
(5,931)
|
|
|
(32)
|
%
|
|
|
|
|
|
|
|
|
|
|
Sulfur (long tons)
|
219
|
|
|
349
|
|
|
(130)
|
|
|
(37)
|
%
|
|
Fertilizer (long tons)
|
179
|
|
|
165
|
|
|
14
|
|
|
8
|
%
|
|
Total sulfur services volumes (long tons)
|
398
|
|
|
514
|
|
|
(116)
|
|
|
(23)
|
%
|
Natural Gas Liquids Segment
Comparative Results of Operations for the Three Months Ended June 30, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Variance
|
|
Percent Change
|
|
|
2021
|
|
2020
|
|
|
|
|
(In thousands)
|
|
|
|
Products Revenues
|
$
|
67,232
|
|
|
$
|
30,300
|
|
|
$
|
36,932
|
|
|
122
|
%
|
|
Cost of products sold
|
64,176
|
|
|
26,579
|
|
|
37,597
|
|
|
141
|
%
|
|
Operating expenses
|
1,061
|
|
|
1,150
|
|
|
(89)
|
|
|
(8)
|
%
|
|
Selling, general and administrative expenses
|
697
|
|
|
930
|
|
|
(233)
|
|
|
(25)
|
%
|
|
Depreciation and amortization
|
588
|
|
|
612
|
|
|
(24)
|
|
|
(4)
|
%
|
|
|
710
|
|
|
1,029
|
|
|
(319)
|
|
|
(31)
|
%
|
|
Other operating income, net
|
1
|
|
|
—
|
|
|
1
|
|
|
|
|
Operating income
|
$
|
711
|
|
|
$
|
1,029
|
|
|
$
|
(318)
|
|
|
(31)
|
%
|
|
|
|
|
|
|
|
|
|
|
NGL sales volumes (Bbls)
|
1,259
|
|
|
1,698
|
|
|
(439)
|
|
|
(26)
|
%
|
Comparative Results of Operations for the Six Months Ended June 30, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
Variance
|
|
Percent Change
|
|
|
2021
|
|
2020
|
|
|
|
|
(In thousands)
|
|
|
|
Products Revenues
|
$
|
165,317
|
|
|
$
|
112,515
|
|
|
$
|
52,802
|
|
|
47
|
%
|
|
Cost of products sold
|
146,688
|
|
|
100,839
|
|
|
45,849
|
|
|
45
|
%
|
|
Operating expenses
|
2,056
|
|
|
2,089
|
|
|
(33)
|
|
|
(2)
|
%
|
|
Selling, general and administrative expenses
|
2,904
|
|
|
2,077
|
|
|
827
|
|
|
40
|
%
|
|
Depreciation and amortization
|
1,199
|
|
|
1,221
|
|
|
(22)
|
|
|
(2)
|
%
|
|
|
12,470
|
|
|
6,289
|
|
|
6,181
|
|
|
98
|
%
|
|
Other operating loss, net
|
(689)
|
|
|
(2)
|
|
|
(687)
|
|
|
(34,350)
|
%
|
|
Operating income
|
$
|
11,781
|
|
|
$
|
6,287
|
|
|
$
|
5,494
|
|
|
87
|
%
|
|
|
|
|
|
|
|
|
|
|
NGL sales volumes (Bbls)
|
3,404
|
|
|
4,143
|
|
|
(739)
|
|
|
(18)
|
%
|
Unallocated Selling, General and Administrative Expenses
Comparative Results of Operations for the Three and Six Months Ended June 30, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Variance
|
|
Percent Change
|
|
Six Months Ended June 30,
|
|
Variance
|
|
Percent Change
|
|
|
2021
|
|
2020
|
|
|
|
2021
|
|
2020
|
|
|
|
|
(In thousands)
|
|
|
|
(In thousands)
|
|
|
|
Unallocated selling, general and administrative expenses
|
$
|
3,780
|
|
|
$
|
4,361
|
|
|
$
|
(581)
|
|
|
(13)
|
%
|
|
$
|
7,699
|
|
|
$
|
8,733
|
|
|
$
|
(1,034)
|
|
|
(12)
|
%
|
Non-GAAP Financial Measures
The following table reconciles the non-GAAP financial measurements used by management to our most directly comparable GAAP measures for the six months ended June 30, 2021 and 2020.
Reconciliation of EBITDA, Adjusted EBITDA, Distributable Cash Flow and Adjusted Free Cash Flow
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
June 30,
|
|
June 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
(in thousands)
|
|
(in thousands)
|
|
Net income (loss)
|
$
|
(6,612)
|
|
|
$
|
(2,203)
|
|
|
$
|
(4,101)
|
|
|
$
|
6,612
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
Interest expense, net
|
13,309
|
|
|
9,377
|
|
|
26,262
|
|
|
19,302
|
|
|
Income tax expense
|
935
|
|
|
790
|
|
|
1,157
|
|
|
1,137
|
|
|
Depreciation and amortization
|
14,483
|
|
|
15,343
|
|
|
28,917
|
|
|
30,582
|
|
|
EBITDA
|
22,115
|
|
|
23,307
|
|
|
52,235
|
|
|
57,633
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
(Gain) loss on sale of property, plant and equipment, net
|
(89)
|
|
|
(15)
|
|
|
671
|
|
|
175
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized mark-to-market on commodity derivatives
|
424
|
|
|
—
|
|
|
205
|
|
|
(669)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lower of cost or market adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
335
|
|
|
|
|
|
|
|
|
|
|
|
Gain on repurchase of senior unsecured notes
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,484)
|
|
|
Unit-based compensation
|
48
|
|
|
363
|
|
|
288
|
|
|
709
|
|
|
Adjusted EBITDA
|
22,498
|
|
|
23,905
|
|
|
53,399
|
|
|
54,949
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
Interest expense, net
|
(13,309)
|
|
|
(9,377)
|
|
|
(26,262)
|
|
|
(19,302)
|
|
|
Income tax expense
|
(935)
|
|
|
(790)
|
|
|
(1,157)
|
|
|
(1,137)
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt premium
|
—
|
|
|
(76)
|
|
|
—
|
|
|
(153)
|
|
|
Amortization of deferred debt issuance costs
|
766
|
|
|
499
|
|
|
1,521
|
|
|
991
|
|
|
Deferred income tax expense
|
683
|
|
|
732
|
|
|
758
|
|
|
1,018
|
|
|
Payments for plant turnaround costs
|
(20)
|
|
|
(81)
|
|
|
(1,694)
|
|
|
(231)
|
|
|
Maintenance capital expenditures
|
(2,370)
|
|
|
(2,280)
|
|
|
(6,441)
|
|
|
(5,306)
|
|
|
Distributable Cash Flow
|
$
|
7,313
|
|
|
$
|
12,532
|
|
|
$
|
20,124
|
|
|
$
|
30,829
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
Expansion capital expenditures
|
$
|
(1,147)
|
|
|
$
|
(2,585)
|
|
|
$
|
(1,977)
|
|
|
$
|
(7,931)
|
|
|
Principal payments under finance lease obligations
|
(160)
|
|
|
(1,358)
|
|
|
(2,591)
|
|
|
(3,222)
|
|
|
Adjusted Free Cash Flow
|
$
|
6,006
|
|
|
$
|
8,589
|
|
|
$
|
15,556
|
|
|
$
|
19,676
|
|
