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 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 June 30, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ____________ to ____________
 
Commission File Number
000-50056
MARTIN MIDSTREAM PARTNERS L.P.
(Exact name of registrant as specified in its charter)
Delaware   05-0527861
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)
4200 Stone Road
Kilgore, Texas 75662
(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
Common Units representing limited partnership interests MMLP The NASDAQ Global Select Market

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.
Yes No
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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   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 July 26, 2021, was 38,802,750.



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, 2020, filed with the Securities and Exchange Commission (the "SEC") on March 3, 2021, 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.

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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
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 

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 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) (1)
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
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 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 

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 - 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)
 
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)

  Six Months Ended
June 30,
  2021 2020
Cash flows from operating activities:    
Net income (loss) $ (4,101) $ 6,612 
Adjustments to reconcile net income 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 

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)
June 30, 2021
(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 United States ("U.S.") Gulf Coast region. Its four primary business lines include:   terminalling, processing, storage and packaging services for petroleum products and by-products including the refining of naphthenic crude oil; land and marine transportation services for petroleum products and by-products, chemicals, and specialty products; sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and natural gas liquids marketing, distribution, and transportation services.
 
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, 2020, filed with the SEC on March 3, 2021.

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

On January 1, 2021, the Partnership adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2019-12, Income Taxes (Accounting Standards Codification ("ASC") Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to general principles in ASC 740 and clarifies and amends existing guidance within U.S. GAAP. Adoption of the new standard did not have a material impact on the Partnership’s consolidated financial statements.

9

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)


NOTE 3. REVENUE

    The following table disaggregates our revenue by major source:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Terminalling and storage segment
Lubricant product sales $ 25,147  $ 25,526  $ 45,008  $ 54,460 
Throughput and storage 18,702  19,908  37,080  40,382 
$ 43,849  $ 45,434  $ 82,088  $ 94,842 
Natural gas liquids segment
Natural gas liquids product sales $ 67,232  $ 30,299  $ 165,317  $ 112,510 
$ 67,232  $ 30,299  $ 165,317  $ 112,510 
Sulfur services segment
Sulfur product sales $ 7,386  $ 6,367  $ 14,454  $ 12,849 
Fertilizer product sales 27,951  24,139  52,768  43,065 
Sulfur services 2,949  2,914  5,899  5,829 
$ 38,286  $ 33,420  $ 73,121  $ 61,743 
Transportation segment
Land transportation $ 27,486  $ 19,873  $ 50,442  $ 44,107 
Inland transportation 6,633  10,611  13,357  24,317 
Offshore transportation 807  1,001  942  2,002 
$ 34,926  $ 31,485  $ 64,741  $ 70,426 

    Revenue is measured based on a consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties where the Partnership is acting as an agent. The Partnership recognizes revenue when the Partnership satisfies a performance obligation, which typically occurs when the Partnership transfers control over a product to a customer or as the Partnership delivers a service.

    The following is a description of the principal activities - separated by reportable segments - from which the Partnership generates revenue.

Terminalling and Storage Segment

    Revenue is recognized for storage contracts based on the contracted monthly tank fixed fee.  For throughput contracts, revenue is recognized based on the volume moved through the Partnership’s terminals at the contracted rate.  For the Partnership’s tolling agreement, revenue is recognized based on the contracted monthly reservation fee and throughput volumes moved through the facility.  When lubricants and drilling fluids are sold by truck or rail, revenue is recognized when title is transferred, which is either upon delivering product to the customer or when the product leaves the Partnership's facility, depending on the specific terms of the contract. Delivery of product is invoiced as the transaction occurs and is generally paid within a month. Throughput and storage revenue in the table above includes non-cancelable revenue arrangements that are under the scope of ASC 842, whereby the Partnership has committed certain Terminalling and Storage assets in exchange for a minimum fee.

Natural Gas Liquids Segment

    Natural Gas Liquids ("NGL") revenue is recognized when product is delivered by truck, rail, or pipeline to the Partnership's NGL customers. Revenue is recognized on title transfer of the product to the customer. Delivery of product is invoiced as the transaction occurs and is generally paid within a month.
10

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)



Sulfur Services Segment

    Revenue from sulfur and fertilizer product sales is recognized when the customer takes title to the product.  Delivery of product is invoiced as the transaction occurs and is generally paid within a month. Revenue from sulfur services is recognized as services are performed during each monthly period. The performance of the service is invoiced as the transaction occurs and is generally paid within a month.

Transportation Segment

    Revenue related to land transportation is recognized for line hauls based on a mileage rate. For contracted trips, revenue is recognized upon completion of the particular trip. The performance of the service is invoiced as the transaction occurs and is generally paid within a month.

    Revenue related to marine transportation is recognized for time charters based on a per day rate. For contracted trips, revenue is recognized upon completion of the particular trip. The performance of the service is invoiced as the transaction occurs and is generally paid within a month.

    The table below includes estimated minimum revenue expected to be recognized in the future related to performance obligations that are unsatisfied at the end of the reporting period. The Partnership applies the practical expedient in ASC 606-10-50-14(a) and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
2021 2022 2023 2024 2025 Thereafter Total
Terminalling and storage
Throughput and storage $ 21,046  $ 40,394  $ 41,605  $ 42,854  $ 44,197  $ 294,141  $ 484,237 
Natural Gas Services
Natural Gas Liquids 3,288  6,048  5,391  5,405  5,391  3,131  28,654 
Sulfur services
Sulfur product sales 8,582  16,279  15,233  975  975  —  42,044 
Total $ 32,916  $ 62,721  $ 62,229  $ 49,234  $ 50,563  $ 297,272  $ 554,935 

NOTE 4. INVENTORIES

Components of inventories at June 30, 2021 and December 31, 2020 were as follows: 
  June 30,
2021
December 31,
2020
Natural gas liquids $ 41,805  $ 27,878 
Sulfur 71  24 
Fertilizer 8,216  10,854 
Lubricants 16,701  11,002 
Other 4,565  4,364 
  $ 71,358  $ 54,122 

11

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)


NOTE 5. DEBT

At June 30, 2021 and December 31, 2020, long-term debt consisted of the following:
  June 30,
2021
December 31,
2020
$300,000 Revolving credit facility at variable interest rate (5.00%1 weighted average at June 30, 2021), due August 20234 secured by substantially all of the Partnership’s assets, including, without limitation, inventory, accounts receivable, vessels, equipment, fixed assets and the interests in the Partnership’s operating subsidiaries, net of unamortized debt issuance costs of $3,392 and $3,826, respectively 2
$ 176,108  $ 144,174 
$400,000 Senior notes, 7.25% interest, net of unamortized debt issuance costs of $— and $—, respectively, including unamortized premium of $— and $—, respectively, issued $250,000 February 2013 and $150,000 April 2014, $26,200 repurchased during 2015, $9,344 repurchased during 2020, $335,666 refinanced as part of the August 2020 Exchange offer, $28,790 repaid at maturity in February 2021, unsecured 2,3,4
—  28,790 
$53,750 Senior notes, 10.0% interest, net of unamortized debt issuance costs of $3,005 and $3,577, respectively, due February 2024, secured 2,3
50,745  50,173 
$291,970 Senior notes, 11.5% interest, net of unamortized debt issuance costs of $1,512 and $1,720, respectively, due February 2025, secured 2,3
290,458  290,250 
Total 517,311  513,387 
Less: current portion —  (28,790)
Total long-term debt, net of current portion $ 517,311  $ 484,597 
Current installments of finance lease obligations $ 236  $ 2,707 
Finance lease obligations 169  289 
Total finance lease obligations $ 405  $ 2,996 
     
    1 Interest rate fluctuates based on LIBOR or the base prime rate (set on the date of each advance) plus an applicable margin. The margin is set every three months. All amounts outstanding at December 31, 2020 and June 30, 2021 were at LIBOR plus an applicable margin with LIBOR having a floor of 1.0% per annum. The applicable margin for revolving loans that are LIBOR loans currently ranges from 2.75% to 4.00%, and the applicable margin for revolving loans that are base prime rate loans currently ranges from 1.75% to 3.00%.  The applicable margin for LIBOR borrowings at June 30, 2021 is 4.00%. 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"). The credit facility was amended on July 16, 2021 to, among other things, reduce the commitments thereunder from $300,000 to $275,000.

    2 The Partnership is in compliance with all debt covenants as of June 30, 2021 and December 31, 2020, respectively.

    3 The indentures for each of the outstanding series of senior notes restrict the Partnership’s ability to sell assets; pay distributions or repurchase units or redeem or repurchase subordinated debt; make investments; incur or guarantee additional indebtedness or issue preferred units; and consolidate, merge or transfer all or substantially all of its assets.

4 On February 15, 2021, the 2021 Notes matured and the Partnership retired the outstanding balance of $28,790 using funds borrowed under its revolving credit facility.

    The Partnership paid cash interest, net of capitalized interest, in the amount of $2,648 and $2,376 for the three months ended June 30, 2021 and 2020, respectively. The Partnership paid cash interest, net of capitalized interest, in the amount of $25,995 and $19,113 for the six months ended June 30, 2021 and 2020, respectively.  Capitalized interest was $0 and $6 for the three months ended June 30, 2021 and 2020, respectively. Capitalized interest was $0 and $9 for the six months ended June 30, 2021 and 2020, respectively.
12

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)


NOTE 6. LEASES
    
    The Partnership has numerous operating leases primarily for terminal facilities and transportation and other equipment. The leases generally provide that all expenses related to the equipment are to be paid by the lessee.

    Operating lease Right-of-Use 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 15 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year. The Partnership includes extension periods and excludes termination periods from its lease term if, at commencement, it is reasonably likely that the Partnership will exercise the option.
    
    The components of lease expense for the three and six months ended June 30, 2021 and 2020 were as follows:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Operating lease cost $ 2,199  $ 2,767  $ 4,501  $ 5,611 
Finance lease cost:
     Amortization of right-of-use assets $ 25  526  $ 115  1,115 
     Interest on lease liabilities $ 86  $ 16  196 
Short-term lease cost $ 2,473  3,492  $ 5,581  6,915 
Variable lease cost $ 26  $ 22  $ 59  $ 50 
Total lease cost $ 4,729  $ 6,893  $ 10,272  $ 13,887 
    
Supplemental balance sheet information related to leases at June 30, 2021 and December 31, 2020 was as follows:
June 30,
2021
December 31, 2020
Operating Leases
Operating lease right-of-use assets $ 19,955  $ 22,260 
Current portion of operating lease liabilities included in "Other accrued liabilities" $ 6,961  $ 7,529 
Operating lease liabilities $ 13,423  15,181 
     Total operating lease liabilities $ 20,384  $ 22,710 
Finance Leases
Property, plant and equipment, at cost $ 1,071  $ 10,352 
Accumulated depreciation $ (315) (3,703)
     Property, plant and equipment, net $ 756  $ 6,649 
Current installments of finance lease obligations $ 236  $ 2,707 
Finance lease obligations $ 169  289 
     Total finance lease obligations $ 405  $ 2,996 

13

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)


    The Partnership’s future minimum lease obligations as of June 30, 2021 consist of the following:
Operating Leases Finance Leases
Year 1 $ 7,769  $ 252 
Year 2 5,094  172 
Year 3 2,566  — 
Year 4 1,735  — 
Year 5 1,053  — 
Thereafter 5,511  — 
     Total $ 23,728  $ 424 
     Less amounts representing interest costs (3,344) (19)
Total lease liability $ 20,384  $ 405 

    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 June 30, 2021 are as follows: 2021 - $11,559; 2022 - $14,771; 2023 - $14,364; 2024 - $14,364; 2025 - $13,798; subsequent years - $38,539.
14

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)


NOTE 7. SUPPLEMENTAL BALANCE SHEET INFORMATION
    
    Components of "Other accrued liabilities" were as follows:
  June 30,
2021
December 31, 2020
Accrued interest $ 14,851  $ 16,104 
Asset retirement obligations 300  1,692 
Property and other taxes payable 3,765  4,869 
Accrued payroll 2,940  3,244 
Operating lease liabilities 6,961  7,529 
Other 577  969 
  $ 29,394  $ 34,407 

The schedule below summarizes the changes in our asset retirement obligations:
  June 30, 2021
 
Beginning asset retirement obligations $ 8,759 
Additions to asset retirement obligations — 
Accretion expense 194 
Liabilities settled (22)
Ending asset retirement obligations 8,931 
Current portion of asset retirement obligations1
(300)
Long-term portion of asset retirement obligations2
$ 8,631 

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.

15

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)


NOTE 8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Partnership’s results of operations could be materially impacted by changes in commodity prices and interest rates. In an effort to manage its exposure to these risks, the Partnership periodically enters into various derivative instruments, including commodity and interest rate hedges. All derivatives and hedging instruments are non-hedge derivatives and are included on the balance sheet as an asset or a liability measured at fair value, and changes in fair value are recognized as gains and losses in the earnings of the periods in which they occur.

(a)    Commodity Derivative Instruments

    The Partnership from time to time has used derivatives to manage the risk of commodity price fluctuation. Commodity risk is the adverse effect on the value of a liability or future purchase that results from a change in commodity price.  The Partnership has established a hedging policy and monitors and manages the commodity market risk associated with potential commodity risk exposure.  In addition, the Partnership has focused on utilizing counterparties for these transactions whose financial condition is appropriate for the credit risk involved in each specific transaction. The Partnership has entered into hedging transactions as of June 30, 2021, to protect a portion of its commodity price risk exposure. These hedging arrangements are in the form of swaps for NGLs. At June 30, 2021, the Partnership had instruments totaling a gross notional quantity of 390,000 barrels settling during the period from July 31, 2021 through December 31, 2021. At December 31, 2020, the Partnership had instruments totaling a gross notional quantity of 137,000 barrels settling during the period from January 31, 2021 through February 28, 2021. These instruments settle against the applicable pricing source for each grade and location.

    For information regarding gains and losses on interest rate derivative instruments, see "Tabular Presentation of Gains and Losses on Derivative Instruments" below.

(b)    Tabular Presentation of Gains and Losses on Derivative Instruments

    The following table summarizes the fair value and classification of the Partnership’s derivative instruments in its Consolidated and Condensed Balance Sheets:
  Fair Values of Derivative Instruments in the Consolidated and Condensed Balance Sheets
Derivative Assets Derivative Liabilities
    Fair Values   Fair Values
 
 Balance Sheet Location
June 30, 2021 December 31, 2020
 Balance Sheet Location
June 30, 2021 December 31, 2020
Derivatives not designated as hedging instruments:
Current:
Commodity contracts Fair value of derivatives $ —  $ —  Fair value of derivatives $ 412  $ 207 
Total derivatives not designated as hedging instruments
  $ —  $ —    $ 412  $ 207 



16

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)


Effect of Derivative Instruments on the Consolidated and Condensed Statements of Operations
For the Three Months Ended June 30, 2021 and 2020
  Location of Gain (Loss)
Recognized in Income on
 Derivatives
Amount of Gain (Loss) Recognized in
Income on Derivatives
    2021 2020
Derivatives not designated as hedging instruments:
   
Commodity contracts Cost of products sold $ 552  $ (162)
Total effect of derivatives not designated as hedging instruments $ 552  $ (162)

Effect of Derivative Instruments on the Consolidated and Condensed Statements of Operations
For the Six Months Ended June 30, 2021 and 2020

  Location of Gain (Loss)
Recognized in Income on
 Derivatives
Amount of Gain (Loss) Recognized in
Income on Derivatives
    2021 2020
Derivatives not designated as hedging instruments:
   
Commodity contracts Cost of products sold $ (884) $ (129)
Total effect of derivatives not designated as hedging instruments $ (884) $ (129)


NOTE 9. PARTNERS' CAPITAL

As of June 30, 2021, Partners’ capital consisted of 38,802,750 common limited partner units, representing a 98% partnership interest, and a 2% general partner interest. Martin Resource Management Corporation, through subsidiaries, owns 6,114,532 of the Partnership's common limited partner units representing approximately 15.8% 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. Martin Resource Management Corporation controls the Partnership's general partner, by virtue of its 51% voting interest in MMGP Holdings, LLC ("Holdings"), the sole member of the Partnership's general partner.

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 $550,773 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 $287,734 reflected as reductions to Partners' capital.
17

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)



Incentive Distribution Rights

MMGP holds a 2% general partner interest and certain incentive distribution rights ("IDRs") in the Partnership. IDRs are a separate class of non-voting limited partner interest that may be transferred or sold by the general partner under the terms of the Partnership Agreement, and represent the right to receive an increasing percentage of cash distributions after the minimum quarterly distribution and any cumulative arrearages on common units once certain target distribution levels have been achieved. The Partnership is required to distribute all of its available cash from operating surplus, as defined in the Partnership Agreement. The general partner was allocated no incentive distributions during the six months ended June 30, 2021 and 2020.
 
The target distribution levels entitle the general partner to receive 2% of quarterly cash distributions from the minimum of $0.50 per unit up to $0.55 per unit, 15% of quarterly cash distributions in excess of $0.55 per unit until all unitholders have received $0.625 per unit, 25% of quarterly cash distributions in excess of $0.625 per unit until all unitholders have received $0.75 per unit and 50% of quarterly cash distributions in excess of $0.75 per unit.
 
Distributions of Available Cash

The Partnership distributes all of its available cash (as defined in the Partnership Agreement) within 45 days after the end of each quarter to unitholders of record and to the general partner. Available cash is generally defined as all cash and cash equivalents of the Partnership on hand at the end of each quarter less the amount of cash reserves its general partner determines in its reasonable discretion is necessary or appropriate to: (i) provide for the proper conduct of the Partnership’s business; (ii) comply with applicable law, any debt instruments or other agreements; or (iii) provide funds for distributions to unitholders and the general partner for any one or more of the next four quarters, plus all cash on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter.

Net Income per Unit

The Partnership follows the provisions of the FASB ASC 260-10 related to earnings per share, which addresses the application of the two-class method in determining income per unit for master limited partnerships having multiple classes of securities that may participate in partnership distributions accounted for as equity distributions. Undistributed earnings are allocated to the general partner and limited partners utilizing the contractual terms of the Partnership Agreement. Distributions to the general partner pursuant to the IDRs are limited to available cash that will be distributed as defined in the Partnership Agreement. Accordingly, the Partnership does not allocate undistributed earnings to the general partner for the IDRs because the general partner's share of available cash is the maximum amount that the general partner would be contractually entitled to receive if all earnings for the period were distributed. When current period distributions are in excess of earnings, the excess distributions for the period are to be allocated to the general partner and limited partners based on their respective sharing of 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:
18

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)


  Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Net income (loss) $ (6,612) $ (2,203) $ (4,101) $ 6,612 
Less general partner’s interest in net income (loss):
Distributions payable on behalf of general partner interest 53 
General partner interest in undistributed income (loss)
(136) (48) (90) 79 
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 

    The following are the unit amounts used to compute the basic and diluted earnings per limited partner unit for the periods presented:
  Three Months Ended June 30, Six Months Ended June 30,
  2021 2020 2021 2020
Basic weighted average limited partner units outstanding
38,687,874  38,661,852  38,690,228  38,651,357 
Dilutive effect of restricted units issued
—  —  —  540 
Total weighted average limited partner diluted units outstanding
38,687,874  38,661,852  38,690,228  38,651,897 

    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 and six months ended June 30, 2021 and the three months ended June 30, 2020 because the limited partners were allocated a net loss in this period.

NOTE 10. UNIT BASED AWARDS

    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 selling, general, and administrative expense in the consolidated and condensed financial statements with respect to these plans are as follows:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Employees $ —  $ 301  $ 194  $ 602 
Non-employee directors 48  62  94  107 
   Total unit-based compensation expense $ 48  $ 363  $ 288  $ 709 

All of the Partnership's outstanding awards at June 30, 2021 met the criteria to be treated under equity classification.

Long-Term Incentive Plans
    
      The Partnership's general partner has a long-term incentive plan for employees and directors of the general partner and its affiliates who perform services for the Partnership.
    On May 26, 2017, the unitholders of the Partnership approved the Martin Midstream Partners L.P. 2017 Restricted Unit Plan (the "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 of the general partner’s board of directors (the "Compensation Committee").
19

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)


 A restricted unit is a unit that is granted to grantees with certain vesting restrictions, which may be time-based and/or performance-based. Once these restrictions lapse, the grantee is entitled to full ownership of the unit without restrictions. The Compensation Committee may determine to make grants under the plan containing such terms as the Compensation Committee shall determine under the plan. With respect to time-based restricted units ("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 performance conditions related to the PBRUs awarded on March 1, 2018 were not achieved and the Partnership treated these units as forfeited at expiration on March 31, 2021. As such, the Partnership did not recognize compensation expense related to these units.

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.

In February 2021, the Partnership issued 14,056 TBRUs to each of the Partnership's three independent directors under the 2017 LTIP.  These restricted common units vest in equal installments of 3,514 units on January 24, 2022, 2023, 2024, and 2025.
    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 six months ended June 30, 2021 is provided below:
Number of Units Weighted Average Grant-Date Fair Value Per Unit
Non-vested, beginning of period 273,424  $ 10.52 
Granted (TBRU) 42,168  $ 2.49 
Vested (117,280) $ 11.96 
Forfeited (83,436) $ 13.90 
Non-Vested, end of period 114,876  $ 3.65 
Aggregate intrinsic value, end of period $ 347 
    A summary of the restricted units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested (market value at date of grant) during the three and six months ended June 30, 2021 and 2020 is provided below:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Aggregate intrinsic value of units vested $ —  $ —  $ 257  $ 151 
Fair value of units vested —  —  1,418  1,427 

    As of June 30, 2021, there was $344 of unrecognized compensation cost related to non-vested restricted units. That cost is expected to be recognized over a weighted-average period of 2.42 years.
20

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)



NOTE 11. RELATED PARTY TRANSACTIONS

As of June 30, 2021, Martin Resource Management Corporation owns 6,114,532 of the Partnership’s common units representing approximately 15.8% of the Partnership’s outstanding limited partner units.  Martin Resource Management Corporation controls the Partnership's general partner by virtue of its 51% voting interest in Holdings, the sole member of the Partnership's general partner. The Partnership’s general partner, MMGP, owns a 2% general partner interest in the Partnership and the Partnership’s IDRs.  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 June 30, 2021, 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.

    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;

distributing NGLs; and

manufacturing and selling sulfur-based fertilizer products and other sulfur-related products.

    This restriction does not apply to:

the ownership and/or operation on the Partnership’s behalf of any asset or group of assets owned by it or its affiliates;

any business operated by Martin Resource Management Corporation, including the following:

distributing asphalt, marine fuel and other liquids;

providing shore-based marine services in Texas, Louisiana, Mississippi, and Alabama;

operating a crude oil gathering business in Stephens, Arkansas;

providing crude oil gathering and marketing services of base oils, asphalt, and distillate products in Smackover, Arkansas;

providing crude oil marketing and transportation from the well head to the end market;

operating an environmental consulting company;
21

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)



supplying employees and services for the operation of the Partnership's business; and

operating, solely for the Partnership's account, the asphalt facilities in Omaha, Nebraska, Port Neches, Texas, and South Houston, Texas.

any business that Martin Resource Management Corporation acquires or constructs that has a fair market value of less than $5,000;

any business that Martin Resource Management Corporation acquires or constructs that has a fair market value of $5,000 or more if the Partnership has been offered the opportunity to purchase the business for fair market value and the Partnership declines to do so with the concurrence of the conflicts committee 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 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, 2021, through December 31, 2021, the Conflicts Committee approved an annual reimbursement amount for indirect expenses of $14,386. The Partnership reimbursed Martin Resource Management Corporation for $3,652 and $4,103 of indirect expenses for the three months ended June 30, 2021 and 2020, respectively.  The Partnership reimbursed Martin Resource Management Corporation for $7,193 and $8,261 of indirect expenses for the six months ended June 30, 2021 and 2020, 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
22

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)


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 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 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 January 1, 2016, the Partnership entered into a second amended and restated terminalling services agreement under which the Partnership provides terminal services to Martin Resource Management Corporation for marine fuel distribution.  At such time, the per-gallon throughput fee the Partnership charged under this agreement was increased when compared to the previous agreement and may be adjusted annually based on a price index.  This agreement was further amended on January 1, 2017, October 1, 2017, April 1, 2019, and January 1, 2020 to modify its minimum throughput requirements and throughput fees. The term of this agreement is currently evergreen and it will continue on a month to month basis until terminated by either party by giving 60 days’ written notice.  

23

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)


    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.  As of December 31, 2019, the annual capital recovery fee reimbursement of $2,088 expired. An additional $2,586 of capital recovery fee reimbursement expired on December 31, 2020.  All of these fees (other than the fuel surcharge and capital recovery fee) are subject to escalation annually based upon the greater of 3% or the increase in the Consumer Price Index for a specified annual period. Also, the Partnership renegotiated a crude transportation contract set to expire in the first half of 2022, resulting in a reduction in revenue of $2,145 annually beginning January 1, 2020.

East Texas Mack Leases. MTI leases equipment, including tractors and trailers, from East Texas Mack Sales ("East Texas Mack"). Certain of our directors or officers are owners of East Texas Mack, including entities affiliated with Ruben Martin, who owns approximately 46% of the issued and outstanding stock of East Texas Mack. Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the three months ended June 30, 2021 and 2020 were $282 and $154, respectively. Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the six months ended June 30, 2021 and 2020 were $518 and $259, respectively.

    Other Miscellaneous Agreements. From time to time the Partnership enters into other miscellaneous agreements with Martin Resource Management Corporation for the provision of other services or the purchase of other goods.

    The tables below summarize the related party transactions that are included in the related financial statement captions on the face of the Partnership’s Consolidated 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.

    The impact of related party revenues from sales of products and services is reflected in the consolidated and condensed financial statements as follows:
  Three Months Ended June 30, Six Months Ended 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:
Sulfur services 29  59  28 
Terminalling and storage 42  29  126  102 
  71  38  185  130 
  $ 20,529  $ 21,373  $ 39,959  $ 43,233 

24

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)


    The impact of related party cost of products sold is reflected in the consolidated and condensed financial statements as follows:
  Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Cost of products sold:        
Sulfur services $ 2,403  $ 2,554  $ 4,938  $ 5,321 
Terminalling and storage 7,036  4,249  11,604  10,026 
  $ 9,439  $ 6,803  $ 16,542  $ 15,347 

    The impact of related party operating expenses is reflected in the consolidated and condensed financial statements as follows:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Operating expenses:        
Transportation $ 13,644  $ 13,388  $ 26,703  $ 28,941 
Natural gas liquids 513  498  977  995 
Sulfur services 1,306  1,137  2,049  2,283 
Terminalling and storage 4,127  4,417  8,229  8,992 
  $ 19,590  $ 19,440  $ 37,958  $ 41,211 

    The impact of related party selling, general and administrative expenses is reflected in the consolidated and condensed financial statements as follows:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Selling, general and administrative:        
Transportation $ 1,701  $ 1,817  $ 3,371  $ 3,656 
Natural gas liquids 276  533  2,084  1,237 
Sulfur services 736  746  1,507  1,489 
Terminalling and storage 832  835  1,652  1,673 
Indirect, including overhead allocation 3,740  4,124  7,351  8,312 
  $ 7,285  $ 8,055  $ 15,965  $ 16,367 

NOTE 12. BUSINESS SEGMENTS

    The Partnership has four reportable segments: terminalling and storage, transportation, sulfur services and natural gas liquids. 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.

    The accounting policies of the operating segments are the same as those described in Note 2 in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 3, 2021. The Partnership evaluates the performance of its reportable segments based on operating income. There is no allocation of administrative expenses or interest expense.

25

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)


Three Months Ended June 30, 2021 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 45,524  (1,675) 43,849  6,996  2,576  1,507 
Transportation 38,349  (3,423) 34,926  4,331  (2,709) 1,091 
Sulfur services 38,286  —  38,286  2,568  8,249  799 
Natural gas liquids 67,232  —  67,232  588  3,297  140 
Indirect selling, general and administrative —  —  —  —  (3,780) — 
Total $ 189,391  $ (5,098) $ 184,293  $ 14,483  $ 7,633  $ 3,537 

Three Months Ended June 30, 2020 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 46,976  (1,542) 45,434  7,272  2,969  3,427 
Transportation 35,259  (3,774) 31,485  4,328  (2,078) 772 
Sulfur services 33,420  —  33,420  3,131  8,814  1,739 
Natural gas liquids 30,300  (1) 30,299  612  2,616  70 
Indirect selling, general and administrative —  —  —  —  (4,361) — 
Total $ 145,955  $ (5,317) $ 140,638  $ 15,343  $ 7,960  $ 6,008 
    

Six Months Ended June 30, 2021 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 $ 85,358  $ (3,270) $ 82,088  $ 14,101  $ 4,884  $ 4,172 
Transportation 72,318  (7,577) 64,741  8,329  (8,212) 1,616 
Sulfur services 73,121  —  73,121  5,288  16,602  3,863 
Natural gas liquids 165,317  —  165,317  1,199  17,744  461 
Indirect selling, general and administrative
—  —  —  —  (7,699) — 
Total $ 396,114  $ (10,847) $ 385,267  $ 28,917  $ 23,319  $ 10,112 

Six Months Ended June 30, 2020 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 $ 98,110  $ (3,268) $ 94,842  $ 14,728  $ 3,727  $ 7,022 
Transportation 80,433  (10,007) 70,426  8,608  (7,099) 4,698 
Sulfur services 61,756  (13) 61,743  6,025  22,672  4,874 
Natural gas liquids 112,515  (5) 112,510  1,221  12,993  175 
Indirect selling, general and administrative
—  —  —  —  (8,733) — 
Total $ 352,814  $ (13,293) $ 339,521  $ 30,582  $ 23,560  $ 16,769 
26

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)



    The Partnership's assets by reportable segment as of June 30, 2021 and December 31, 2020, are as follows:
June 30, 2021 December 31, 2020
Total assets:    
Terminalling and storage $ 254,877  $ 252,794 
Transportation 145,709  151,953 
Sulfur services 97,750  94,154 
Natural gas liquids 78,543  80,737 
Total assets $ 576,879  $ 579,638 

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.
    
    On December 31, 2015, the Partnership received a demand from a customer in its lubricants packaging business for defense and indemnity in connection with lawsuits filed against it in various United States District Courts, which generally allege that the customer engaged in unlawful and deceptive business practices in connection with its marketing and advertising of its private label motor oil.  The Partnership disputes that it has any obligation to defend or indemnify the customer for its conduct.  Accordingly, on January 7, 2016, the Partnership filed a Complaint for Declaratory Judgment in the Chancery Court of Davidson County, Tennessee requesting a judicial determination that the Partnership does not owe the customer the demanded defense and indemnity obligations.  The lawsuits against the customer have been transferred to the United States District Court for the Western District of Missouri for consolidated pretrial proceedings.  On March 1, 2017, at the request of the parties, the Chancery Court of Davidson County, Tennessee administratively closed the Partnership's lawsuit pending rulings in the United States District Court for the Western District of Missouri.  In the event that either party moves the Chancery Court of Davidson County, Tennessee to reopen the case, we expect the Court would grant such motion and reopen the case.  Further, the same customer has made a claim under the Partnership’s insurance policy.  The insurer has denied the claim.  However, in the event that the customer is successful in pursuing the claim, such action would negatively impact the Partnership because the Partnership may have certain reimbursement obligations it would owe the insurance company.  If the case is reopened or the insurance claim by the customer is successful, we are currently unable to determine the exposure we may have in this matter, if any.

NOTE 14. FAIR VALUE MEASUREMENTS

    The Partnership uses a valuation framework based upon inputs that market participants use in pricing certain assets and liabilities. These inputs are classified into two categories: observable inputs and unobservable inputs. Observable inputs represent market data obtained from independent sources. Unobservable inputs represent the Partnership's own market assumptions. Unobservable inputs are used only if observable inputs are unavailable or not reasonably available without undue cost and effort. The two types of inputs are further prioritized into the following hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that reflect the entity's own assumptions and are not corroborated by market data.

27

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)


Assets and liabilities measured at fair value on a recurring basis are summarized below:
Level 2
June 30, 2021 December 31, 2020
Commodity derivative contracts, net $ (412) $ (207)
    The Partnership is required to disclose estimated fair values for its financial instruments. Fair value estimates are set forth below for these financial instruments. The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Accounts and other receivables, trade and other accounts payable, accrued interest payable, other accrued liabilities, income taxes payable and due from/to affiliates: The carrying amounts approximate fair value due to the short maturity and highly liquid nature of these instruments, and as such these have been excluded from the table below. There is negligible credit risk associated with these instruments.

Current and non-current portion of long-term debt: The carrying amount of the revolving credit facility approximates fair value due to the debt having a variable interest rate and is in Level 2. The estimated fair value of the 2021 Notes, 2024 Notes, and 2025 Notes (collectively, the "Senior Notes") is considered Level 1, as the fair value is based on quoted market prices in active markets.
June 30, 2021 December 31, 2020
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
2021 Notes $ —  $ —  $ 28,790  $ 28,581 
2024 Notes $ 50,745  $ 55,314  $ 50,173  $ 55,214 
2025 Notes $ 290,458  $ 303,927  $ 290,250  $ 288,692 
Total $ 341,203  $ 359,241  $ 369,213  $ 372,487 

NOTE 15. CONDENSED CONSOLIDATED FINANCIAL INFORMATION

    The Partnership's operations are conducted by its operating subsidiaries as it has no independent assets or operations. Martin Operating Partnership L.P. (the "Operating Partnership"), the Partnership’s wholly-owned subsidiary, and the Partnership's other operating subsidiaries have issued in the past, and may issue in the future, unconditional guarantees of senior or subordinated debt securities of the Partnership. The guarantees that have been issued are full, irrevocable and unconditional and joint and several. In addition, the Operating Partnership may also issue senior or subordinated debt securities which, if issued, will be fully, irrevocably and unconditionally guaranteed by the Partnership. Substantially all of the Partnership's operating subsidiaries are subsidiary guarantors of its Senior Notes and any subsidiaries other than the subsidiary guarantors are minor.
    
NOTE 16. INCOME TAXES
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Provision for income taxes $ 935  $ 790  $ 1,157  $ 1,137 

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. 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 $874 and $590, related to the operation of the Taxable Subsidiary, for the three months ended June 30, 2021 and 2020, resulted in an effective income tax rate ("ETR") of 40.22% and (472.00)%, respectively. Total income tax expense of $977 and $937, related to the operation of the Taxable Subsidiary, for the six months ended June 30, 2021 and 2020, resulted in an ETR of 38.73% and 98.32%, respectively.
28

MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2021
(Unaudited)



The increase in the effective income tax rate during the three months ended June 30, 2021 compared to the three months ended June 30, 2020 was primarily due to pretax income recorded for the three months ended June 30, 2021 compared to pretax losses recorded for the similar period in 2020. The decrease in the effective income tax rate during the six months ended June 30, 2021, compared to the six months ended June 30, 2020, was primarily due to a decrease in permanent differences in the current period. The increase in the provision for income taxes for the three and six months ended June 30, 2021, compared to similar periods in 2020, was primarily due to an increase in income before income taxes in the current period.

    A current federal income tax expense (benefit) of $108 and $(307), related to the operation of the Taxable Subsidiary, was recorded for the three months ended June 30, 2021 and 2020, respectively. A current federal income tax expense (benefit) of $123 and $(174), related to the operation of the Taxable Subsidiary, was recorded for the six months ended June 30, 2021 and 2020, respectively. A current state income tax expense of $83 and $164, related to the operation of the Taxable Subsidiary, was recorded for the three months ended June 30, 2021 and 2020, respectively. A current state income tax expense of $96 and $93, related to the operation of the Taxable Subsidiary, was recorded for the six months ended June 30, 2021 and 2020, 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 related to the MTI temporary differences of $683 and $733 was recorded for the three months ended June 30, 2021 and 2020, respectively. A deferred tax expense related to the MTI temporary differences of $758 and $1,018 was recorded for the six months ended June 30, 2021 and 2020, respectively. A net deferred tax asset of $21,495 and $22,253, related to the cumulative book and tax temporary differences, existed at June 30, 2021 and December 31, 2020, 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

Amendment to Revolving Credit Facility. On July 16, 2021, the Partnership amended its revolving credit facility to, among other things, reduce the commitments thereunder from $300,000 to $275,000, and modify the financial covenants. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant Recent Developments – Amendment to Revolving Credit Facility” for more information regarding this amendment.

2021 Phantom Unit Plan. On July 21, 2021, the board of directors of the general partner of the Partnership and 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 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. See “Part II – Item 5. Other Information” for more information regarding the Plan.

Quarterly Distribution. On July 22, 2021, the Partnership declared a quarterly cash distribution of $0.005 per common unit for the second quarter of 2021, or $0.020 per common unit on an annualized basis, which will be paid on August 13, 2021 to unitholders of record as of August 6, 2021.

    

    
29


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 U.S. Gulf Coast region. Our four primary business lines include:

Terminalling, processing, storage and packaging services for petroleum products and by-products including the refining of naphthenic crude oil;

Land and marine transportation services for petroleum products and by-products, chemicals, and specialty products;

Sulfur and sulfur-based products processing, manufacturing, marketing, and distribution; and

NGL marketing, distribution, and transportation services.

The petroleum products and by-products we collect, transport, store and market are produced primarily by major and independent oil and gas companies who often turn to third parties, such as us, for the transportation and disposition of these products. In addition to these major and independent oil and gas companies, our primary customers include independent refiners, large chemical companies, and other wholesale purchasers of these products. We operate primarily in the U.S. Gulf Coast region. This region is a major hub for petroleum refining, natural gas gathering and processing, and support services for the exploration and production industry.

    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 June 30, 2021, Martin Resource Management Corporation owned 15.8% of our total outstanding common limited partner units. Furthermore, Martin Resource Management Corporation controls Martin Midstream GP LLC ("MMGP"), our general partner, by virtue of its 51% voting interest in MMGP Holdings, LLC ("Holdings"), the sole member of MMGP. MMGP owns a 2.0% general partner interest in us and all of our incentive distribution rights. Martin Resource Management Corporation directs our business operations through its ownership interests in and control of our general partner.

    We entered into 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.

Significant Recent Developments

Amendment to Revolving Credit Facility. On July 16, 2021, the Operating Partnership and the Partnership entered into a Twelfth Amendment to Third Amended and Restated Credit Agreement (the "Twelfth Amendment") with Royal Bank of Canada, as administrative agent and collateral agent for the lenders and as an L/C Issuer and a lender, and the other lenders party thereto, which amends the Third Amended and Restated Credit Agreement, dated as of March 28, 2013, as amended (the “Credit Agreement”).

Upon the closing of the Twelfth Amendment, the Credit Agreement was amended to, among other things:

30


reduce the aggregate amount of commitments under the Credit Agreement from $300.0 million to $275.0 million;

eliminate the Partnership’s ability to increase the commitments under the Credit Agreement without the requisite consent of the lenders;

eliminate the requirement for a $25.0 million reduction in the commitments under the Credit Agreement if the Partnership receives $25.0 million or more in net cash proceeds from any asset sale;

require the Operating Partnership to maintain a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of 1.75:1.0 with respect to the fiscal quarter ended in June of 2021, 1.6:1.0 with respect to the fiscal quarter ending in September of 2021, 1.75:1.0 with respect to the fiscal quarter ending in December of 2021, 1.85:1.0 with respect to the fiscal quarters ending in March and June of 2022, and 2.0:1.0 with respect to each fiscal quarter thereafter;

require the Operating Partnership to maintain a maximum Total Leverage Ratio (as defined in the Credit Agreement) of not more than 5.75:1.0 with respect to the fiscal quarters ending in June and September of 2021, 5.25:1.0 with respect to the fiscal quarter ending in December of 2021, and 5.0:1.0 with respect to each fiscal quarter thereafter; and

require the Operating Partnership to maintain a maximum First Lien Leverage Ratio (as defined in the Credit Agreement) of not more than 2.25:1.0 with respect to each fiscal quarter ending in 2021, 1.75:1.0 with respect to each fiscal quarter ending in 2022, and 1.5:1.0 with respect to each fiscal quarter thereafter.

Winter Storm Uri. In February 2021, we experienced Winter Storm Uri ("Uri"), an unprecedented storm bringing extreme cold temperatures to Texas and the surrounding areas, which resulted in gulf coast refineries running at reduced rates or halting operations entirely. The majority of the impact we experienced was centered around our transportation and sulfur services segments where we saw reduced activity due to Uri's impact on Gulf Coast refinery utilization. Additionally, our Smackover Refinery was down approximately nine days due to Uri, during which time we began preparations for the previously scheduled turnaround in March of 2021. This allowed us to minimize the amount of downtime at the Smackover Refinery which was back in operation by March 9, 2021.

COVID-19. We continue to monitor the impacts of the COVID-19 pandemic on all aspects of our business. Travel restrictions and stay-at-home orders in place during much of 2020 that were implemented by governments in many regions and countries across the globe, including the U.S., have greatly impacted the demand for refined products resulting in a significant reduction in refinery utilization, which impacted our 2020 performance and continues to impact our marine transportation business in 2021.

Looking forward, we expect to continue to experience some adverse impacts of COVID-19 in our marine transportation segment but we believe that refinery utilization will continue to increase in the second half of 2021 as a result of widespread vaccinations, government stimulus, and a rebounding economy. This should ultimately improve refined product demand as people generally return to in-person work and resume travel. We expect this will positively impact our marine transportation business as demand for our services improves.

Overall, the extent to which the duration and severity of the pandemic impacts our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted at this time. Accordingly, it is possible that the impact of the pandemic, including the impact of variants of COVID-19, such as the Delta variant, could have a material adverse effect on the Partnership's results of operations, financial position and cash flows for the year ended December 31, 2021 including the recoverability of long-lived assets and goodwill, the valuation of inventory, and the amount of expected credit losses.
Management considered the impact of the pandemic on the assumptions and estimates used in the preparation of the financial statements. A sustained reduction in refinery demand and utilization could lead to future asset impairments as well as adversely affect access to capital and financing to be able to meet future obligations. Management also assessed the extent to which the current macroeconomic events brought about by the pandemic and significant declines in refined product demand impacted the valuation of expected credit losses on accounts receivable and certain inventory items or resulted in modifications
31


to any significant contracts. Ultimately the results of these assessments did not have a material impact on our results as of June 30, 2021.

Sale of Mega Lubricants. On December 22, 2020, we entered into an asset purchase and sale agreement to sell certain assets used in connection with our Mega Lubricants shore-based terminals business ("Mega Lubricants") to John W. Stone Oil Distributor, LLC ("Stone Oil") for $22.4 million. Mega Lubricants is engaged in the business of blending, manufacturing and delivering various marine application lubricants, sub-sea specialty fluids, and proprietary commercial and industrial products. The transaction closed on December 22, 2020. The proceeds from the transaction were used to reduce outstanding borrowings under our revolving credit facility.
          
Subsequent Events

Quarterly Distribution. On July 22, 2021, we declared a quarterly cash distribution of $0.005 per common unit for the second quarter of 2021, or $0.020 per common unit on an annualized basis, which will be paid on August 13, 2021 to unitholders of record as of August 6, 2021.

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, 2020, filed with the SEC on March 3, 2021.

Our Relationship with Martin Resource Management Corporation

 Martin Resource Management Corporation is engaged in the following principal business activities:

distributing fuel oil, 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;

supplying employees and services for the operation of our business; and

operating, solely for our account, the asphalt facilities in Omaha, Nebraska, Port Neches, Texas, and South Houston, Texas

We are and will continue to be closely affiliated with Martin Resource Management Corporation as a result of the following relationships.

32


Ownership

    Martin Resource Management Corporation owns approximately 15.8% of the outstanding limited partner units. In addition, Martin Resource Management Corporation controls MMGP, our general partner, by virtue of its 51% voting interest in Holdings, the sole member of MMGP. MMGP owns a 2% general partner interest in us and all of our incentive distribution rights.

    Management

Martin Resource Management Corporation directs our business operations through its ownership interests in and control of our general partner. We benefit from our relationship with Martin Resource Management Corporation through access to a significant pool of management expertise and established relationships throughout the energy industry. We do not have employees. Martin Resource Management Corporation employees are responsible for conducting our business and operating our assets on our behalf.

Related Party Agreements

The Omnibus Agreement 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 $32.6 million of direct costs and expenses for the three months ended June 30, 2021 compared to $30.2 million for the three months ended June 30, 2020. We reimbursed Martin Resource Management Corporation for $63.1 million of direct costs and expenses for the six months ended June 30, 2021 compared to $64.6 million for the six months ended June 30, 2020. 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 June 30, 2021 and 2020, the Conflicts Committee approved reimbursement amounts of $3.7 million and $4.1 million, respectively. In each of the six months ended June 30, 2021 and 2020, the Conflicts Committee approved reimbursement amounts of $7.2 million and $8.3 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 agreements include, but are not limited to, a master transportation services agreement, marine transportation agreements, terminal services agreements, a tolling agreement, and a sulfuric acid sales agency agreement. Pursuant to the terms of the Omnibus Agreement, we are prohibited from entering into certain material agreements with Martin Resource Management Corporation without the approval of the Conflicts Committee.

    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, 2020, filed with the SEC on March 3, 2021.

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 21% and 26% of our total costs and expenses during the three months ended June 30, 2021 and 2020, respectively. In the aggregate, the impact of related party transactions included in total costs and expenses accounted for approximately 20% and 23% of our total costs and expenses during the six months ended June 30, 2021 and 2020, respectively.

Correspondingly, Martin Resource Management Corporation is one of our significant customers. Our sales to Martin Resource Management Corporation accounted for approximately 11% and 15% of our total revenues for the three months
33


ended June 30, 2021 and 2020, respectively. Our sales to Martin Resource Management Corporation accounted for approximately 10% and 13% of our total revenues for the six months ended June 30, 2021 and 2020, respectively.

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, 2020, filed with the SEC on March 3, 2021.

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, it obtains information regarding the proposed transaction from management and determines whether to engage independent legal counsel or an independent financial advisor to advise the members of the committee regarding the transaction.  If the Conflicts Committee retains such counsel or financial advisor, it considers such advice and, in the case of a financial advisor, such advisor’s opinion as to whether the transaction is fair and reasonable to us and to our unitholders.

34


How We Evaluate Our Operations

Our management uses a variety of financial and operational measurements other than our financial statements prepared in accordance with U.S. GAAP to analyze our performance. These include: (1) net income before interest expense, income tax expense, and depreciation and amortization ("EBITDA"), (2) adjusted EBITDA, (3) distributable cash flow and (4) adjusted free cash flow. Our management views these measures as important performance measures of core profitability for our operations and the ability to generate and distribute cash flow, and as key components of our internal financial reporting. We believe investors benefit from having access to the same financial measures that our management uses.

EBITDA and Adjusted EBITDA. 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. 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. We have included information concerning EBITDA and adjusted EBITDA because it provides investors and management with additional information to better understand the following: financial performance of our assets without regard to financing methods, capital structure or historical cost basis; our operating performance and return on capital as compared to those of other similarly situated entities; and the viability of acquisitions and capital expenditure projects. Our method of computing adjusted EBITDA may not be the same method used to compute similar measures reported by other entities. The economic substance behind our use of adjusted EBITDA is to measure the ability of our assets to generate cash sufficient to pay interest costs, support our indebtedness and make distributions to our unitholders.

Distributable Cash Flow. We define 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 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 it expects 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. Adjusted free cash flow is defined as distributable cash flow less growth capital expenditures and principle 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.

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 U.S. GAAP. Our method of computing these measures may not be the same method used to compute similar measures reported by other entities.

Reconciliation of 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 three and six months ended June 30, 2021 and 2020.

35


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)
Non-cash insurance related accruals —  250  —  250 
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 

36


Results of Operations

    The results of operations for the three and six months ended June 30, 2021 and 2020 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 and six months ended June 30, 2021 and 2020.  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.

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 June 30, 2021 Compared to the Three Months Ended June 30, 2020
  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 June 30, 2021 (in thousands)
Terminalling and storage $ 45,524  $ (1,675) $ 43,849  $ 3,698  $ (1,122) $ 2,576 
Transportation 38,349  (3,423) 34,926  696  (3,405) (2,709)
Sulfur services 38,286  —  38,286  6,308  1,941  8,249 
Natural gas liquids 67,232  —  67,232  711  2,586  3,297 
Indirect selling, general and administrative
—  —  —  (3,780) —  (3,780)
Total $ 189,391  $ (5,098) $ 184,293  $ 7,633  $ —  $ 7,633 

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 June 30, 2020 (in thousands)
Terminalling and storage $ 46,976  $ (1,542) $ 45,434  $ 3,352  $ (383) $ 2,969 
Transportation 35,259  (3,774) 31,485  555  (2,633) (2,078)
Sulfur services 33,420  —  33,420  7,385  1,429  8,814 
Natural gas liquids 30,300  (1) 30,299  1,029  1,587  2,616 
Indirect selling, general and administrative
—  —  —  (4,361) —  (4,361)
Total $ 145,955  $ (5,317) $ 140,638  $ 7,960  $ —  $ 7,960 

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Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020
  Operating Revenues Intersegment Revenues Eliminations Operating Revenues
 after Eliminations
Operating Income (Loss) Operating Income (Loss) Intersegment Eliminations Operating
Income (Loss)
 after
Eliminations
Six Months Ended June 30, 2021 (in thousands)
Terminalling and storage $ 85,358  $ (3,270) $ 82,088  $ 7,128  $ (2,244) $ 4,884 
Transportation 72,318  (7,577) 64,741  (641) (7,571) (8,212)
Sulfur services 73,121  —  73,121  12,750  3,852  16,602 
Natural gas liquids 165,317  —  165,317  11,781  5,963  17,744 
Indirect selling, general and administrative
—  —  —  (7,699) —  (7,699)
Total $ 396,114  $ (10,847) $ 385,267  $ 23,319  $ —  $ 23,319 
  Operating Revenues Intersegment Revenues Eliminations Operating Revenues
 after Eliminations
Operating Income (Loss) Operating Income (Loss) Intersegment Eliminations Operating
Income (Loss)
 after
Eliminations
Six Months Ended June 30, 2020 (in thousands)
Terminalling and storage $ 98,110  $ (3,268) $ 94,842  $ 4,381  $ (654) $ 3,727 
Transportation 80,433  (10,007) 70,426  2,944  (10,043) (7,099)
Sulfur services 61,756  (13) 61,743  18,681  3,991  22,672 
Natural gas liquids 112,515  (5) 112,510  6,287  6,706  12,993 
Indirect selling, general and administrative
—  —  —  (8,733) —  (8,733)
Total $ 352,814  $ (13,293) $ 339,521  $ 23,560  $ —  $ 23,560 
 
38


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  %
Selling, general and administrative expenses 1,468  1,398  70  %
Depreciation and amortization 6,996  7,272  (276) (4) %
  3,637  3,355  282  %
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  —  —  %
    
Services revenues. Services revenues decreased $1.1 million, of which $1.1 million was primarily a result of the disposition of the consigned lube business as part of the Mega Lubricants sale as well as decreases in space rent and throughput revenue of $0.2 million at our shore-based terminals. In addition, revenue at the Smackover refinery decreased $0.3 million primarily due to the expiration of the capital recovery fee . Offsetting these decreases are increases at our specialty terminals related to throughput revenue of $0.5 million.

Products revenues. The disposition of our Mega Lubricants business resulted in a $5.2 million decrease in product revenues at our shore-based terminals. Offsetting this reduction, a 14% increase in average sales price combined with 9% higher sales volumes at our blending and packaging facilities resulted in a $4.9 million increase to products revenues.

Cost of products sold. The disposition of our Mega Lubricants business resulted in a $6.0 million decrease in cost of products sold at our shore-based terminals. Offsetting this reduction, a 15% increase in average cost per gallon combined with 9% higher sales volumes at our blending and packaging facilities resulted in a $4.2 million increase in cost of products sold.

Operating expenses. Operating expenses increased $0.4 million primarily as a result of increases in utilities of $0.4 million, insurance premiums of $0.1 million and lease expense of $0.1 million offset by lower compensation expense of $0.3 million.

Selling, general and administrative expenses. Selling, general and administrative expenses remained consistent.

Depreciation and amortization. The reduction in depreciation and amortization is primarily the result of asset disposals, offset by recent capital expenditures.

Other operating income (loss), net. Other operating income (loss), net represents gains and losses from the disposition of property, plant and equipment.


39



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  %
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  —  —  %

Services revenues. Services revenues decreased $3.3 million, of which $2.6 million was primarily a result of the disposition of the consigned lube business as part of the Mega Lubricants sale as well as decreases in space rent and throughput revenue of $0.6 million at our shore-based terminals. In addition, revenue at the Smackover refinery decreased $0.8 primarily due to the expiration of the capital recovery fee. Offsetting these decreases were increases at our specialty terminals related to throughput revenue of $0.3 million and storage revenue of $0.3 million.

Products revenues. The disposition of our Mega Lubricants business resulted in a $12.9 million decrease in product revenues at our shore-based terminals. Offsetting this reduction, a 12% increase in average sales price offset by a 3% decrease in sales volumes at our blending and packaging facilities resulted in a $3.5 million increase to products revenues.

Cost of products sold. The disposition of our Mega Lubricants business resulted in a $14.4 million decrease in cost of products sold at our shore-based terminals. Offsetting this reduction, an 11% increase in average cost per gallon offset by a 3% decrease in sales volumes at our blending and packaging facilities resulted in a $2.5 million increase in cost of products sold.

Operating expenses. Operating expenses increased $0.3 million primarily as a result of increases in utilities of $0.6 million, insurance premiums of $0.5 million offset by lower compensation expense of $0.7 million

Selling, general and administrative expenses. Selling, general and administrative expenses remained consistent.

Depreciation and amortization. The reduction in depreciation and amortization is primarily the result of asset disposals, offset by recent capital expenditures.

Other operating loss, net. Other operating loss, net represents gains and losses from the disposition of property, plant and equipment.

40


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  %
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  —  %
  675  542  133  25  %
Other operating income, net 21  13  62  %
Operating income $ 696  $ 555  $ 141  25  %

Marine Transportation Revenues. Inland revenues decreased $4.3 million, primarily related to lower transportation rates and reduction in marine equipment. Offshore revenues decreased $0.5 million primarily due to lower utilization.

Land Transportation Revenues. Freight revenue increased $5.6 million. Total miles increased 19%, resulting in a $4.1 million increase and transportation rates increased 7%, resulting in a $1.5 million increase. Additionally, fuel surcharge revenue increased $2.2 million.

Operating expenses. The increase in operating expenses is primarily a result of increases in pass-through expenses (primarily fuel) of $1.8 million, compensation expense of $0.9 million and repairs and maintenance of $0.7 million.

Selling, general and administrative expenses. Selling, general and administrative expenses decreased primarily due to decreased compensation expense.

Depreciation and amortization. Depreciation and amortization remained relatively consistent.

Other operating income, net. Other operating income, net represents gains from the disposition of property, plant and equipment.

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) %

Marine Transportation Revenues. Inland revenues decreased $11.0 million, primarily related to lower utilization, transportation rates, and reduction in marine equipment. Offshore revenues decreased $1.4 million primarily due to lower utilization. Additionally, ancillary revenue (primarily fuel) decreased $0.9 million.

Land Transportation Revenues. Freight revenue increased primarily due to a 5% increase in transportation rates resulting in a $2.3 million increase and total miles increased 3% resulting in a $1.4 million increase. Additionally, fuel surcharge decreased $1.5 million.

41


Operating expenses. The decrease in operating expenses is primarily a result of decreases in compensation expense of $2.3 million, outside services of $1.3 million, offset by increases in pass through expenses (primarily fuel) of $1.1 million.

Selling, general and administrative expenses. Selling, general and administrative expenses decreased primarily due to decreased compensation expense.

Depreciation and amortization. Depreciation and amortization decreased as a result of recent disposals and assets being fully depreciated, offset by recent capital expenditures.

Other operating income (loss), net. Other operating income (loss), net represents losses from the disposition of property, plant and equipment.

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  %
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  %
Depreciation and amortization 2,568  3,131  (563) (18) %
  6,302  7,380  (1,078) (15) %
Other operating income, net 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) %
 
Services revenues.  Services revenues increased slightly as a result of a contractually prescribed, index-based fee adjustment.

Products revenues.  Products revenues increased $9.0 million as a result of a 29% rise in average sulfur services sales prices. Products revenues decreased $4.2 million due to an 11% decrease in sales volumes, primarily related to a 12% decrease in sulfur volumes.

Cost of products sold.  A 53% increase in product cost impacted cost of products sold by $9.8 million, resulting from a rise in commodity prices. An 11% decrease in sales volumes resulted in an offsetting decrease in cost of products sold of $3.0 million.  Margin per ton decreased $3.11, or 7%.

Operating expenses.  Operating expenses decreased due to a reduction in insurance premiums and claims of $0.3 million, outside towing of $0.2 million, and repairs and maintenance of marine assets of $0.1 million. Offsetting this decrease was an increase of $0.2 million in marine fuel and lube expense and a combined increase of $0.1 million in assist tugs and utilities.

Selling, general and administrative expenses.   Selling, general and administrative expenses remained relatively consistent.

42


Depreciation and amortization.   Depreciation and amortization decreased as a result of certain assets being fully depreciated in the prior period as well as reduced amortization of turnaround costs.

Other operating income, net.  Other operating income, net represents gains and losses on the disposition of property, plant and equipment.

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  %
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  %
Depreciation and amortization 5,288  6,025  (737) (12) %
  12,744  11,905  839  %
Other operating income, net 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  %
Total sulfur services volumes (long tons) 398  514  (116) (23) %

Services revenues.  Services revenues increased slightly as a result of a contractually prescribed, index-based fee adjustment.

Products revenues.  Products revenues increased $30.9 million as a result of a 55% rise in average sulfur services sales prices. Products revenues decreased $19.6 million due to a 23% decrease in sales volumes, primarily related to a 37% decrease in sulfur volumes.

Cost of products sold.  A 74% increase in product cost impacted cost of products sold by $26.3 million, resulting from a rise in commodity prices. A 23% decrease in sales volumes resulted in an offsetting decrease in cost of products sold of $13.9 million.  Margin per ton increased $8.82, or 22%.

Operating expenses.  Operating expenses decreased due to a reduction in outside towing of $0.4 million, insurance premiums and claims of $0.3 million, repairs and maintenance of marine assets of $0.2 million, marine fuel and lube expense of $0.2 million, assist tugs of $0.2 million, and lease expense of $0.1 million. Offsetting this decrease was an increase in utilities of $0.1 million.

Selling, general and administrative expenses.   Selling, general and administrative expenses remained relatively consistent.

Depreciation and amortization.   Depreciation and amortization decreased as a result of certain assets being fully depreciated in the prior period as well as reduced amortization of turnaround costs.

Other operating income, net.  Other operating income, net decreased $2.7 million as a result of business interruption recoveries related to downtime associated with the Neches ship-loader insurance claim received in the first quarter of 2020. An additional $4.1 million decrease is related to a net gain from the disposition of property, plant and equipment during the first quarter of 2020.

43


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 — 
Operating income $ 711  $ 1,029  $ (318) (31) %
NGL sales volumes (Bbls) 1,259  1,698  (439) (26) %
    
    Products Revenues. Our average sales price per barrel increased $35.56, or 199%, increasing revenues by $60.4 million. The increase in average sales price per barrel was due to a rise in commodity prices. Sales volumes decreased 26%, lowering revenues by $23.4 million.

Cost of products sold.  Our average cost per barrel increased $35.32, or 226%, increasing cost of products sold by $60.0 million.  The increase in average cost per barrel was due to a rise in commodity prices.  The decrease in sales volume of 26% resulted in a $22.4 million reduction to cost of products sold. Our margins improved $0.24 per barrel, or 11%, during the period.

Operating expenses.  Operating expenses decreased $0.1 million related to lower utilities, permits and property taxes.

Selling, general and administrative expenses.  Selling, general and administrative expenses decreased primarily due to decreased compensation expense.

    Depreciation and amortization. Depreciation and amortization remained relatively consistent.

    Other operating income, net.  Other operating income, net represents gains and losses from the disposition of property, plant and equipment.

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) %

44


    Products Revenues. Our average sales price per barrel increased $21.41, or 79%, increasing revenues by $88.7 million. The increase in average sales price per barrel was due to a rise in commodity prices. Sales volumes decreased 18%, lowering revenues by $35.9 million.

Cost of products sold.  Our average cost per barrel increased $18.75, or 77%, increasing cost of products sold by $77.7 million.  The increase in average cost per barrel was the result of an increase in market prices.  The decrease in sales volume of 18% resulted in a $31.9 million reduction to cost of products sold. Our margins improved $2.65 per barrel, or 94%, during the period.

    Operating expenses.  Operating expenses remained relatively consistent.

Selling, general and administrative expenses.  Selling, general and administrative increased $0.8 million as a result of increased compensation expense.

Depreciation and amortization. Depreciation and amortization remained relatively consistent.

Other operating income (loss), net.  Other operating income, net represents gains and losses from the disposition of property, plant and equipment.

45


Interest Expense, Net
    
Comparative Components of Interest Expense, Net for the Three Months Ended June 30, 2021 and 2020
  Three Months Ended June 30, Variance Percent Change
  2021 2020
  (In thousands)
Revolving credit facility $ 2,226  $ 1,720  $ 506  29  %
Senior notes 9,846  6,679  3,167  47  %
Amortization of deferred debt issuance costs 766  499  267  54  %
Amortization of debt discount —  (76) 76  100  %
Other 466  475  (9) (2) %
Finance leases 85  (80) (94) %
Capitalized interest —  (5) 100  %
Total interest expense, net $ 13,309  $ 9,377  $ 3,932  42  %

Comparative Components of Interest Expense, Net for the Six Months Ended June 30, 2021 and 2020
  Six Months Ended June 30, Variance Percent Change
  2021 2020
  (In thousands)
Revolving credit facility $ 4,317  $ 4,164  $ 153  %
Senior notes 19,503  13,210  6,293  48  %
Amortization of deferred debt issuance costs 1,521  991  530  53  %
Amortization of debt premium —  (153) 153  100  %
Other 907  900  %
Finance leases 14  199  (185) (93) %
Capitalized interest —  (9) 100  %
Total interest expense, net $ 26,262  $ 19,302  $ 6,960  36  %

Indirect Selling, General and Administrative Expenses
  Three Months Ended June 30, Variance Percent Change Six Months Ended June 30, Variance Percent Change
  2021 2020 2021 2020
  (In thousands) (In thousands)
Indirect selling, general and administrative expenses
$ 3,780  $ 4,361  $ (581) (13) % $ 7,699  $ 8,733  $ (1,034) (12) %

    Indirect selling, general and administrative expenses decreased for the three and six months ended June 30, 2021 compared to the three and six months ended June 30, 2020 primarily due to a decrease in the indirect expenses allocated from Martin Resource Management Corporation.

    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
46


be the most accurate or appropriate method of allocation for these expenses. Other methods could result in a higher allocation of selling, general and administrative expense to us, which would reduce our net income.

    Under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses. The Conflicts Committee of our general partner approved the following reimbursement amounts during 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)
Conflicts Committee approved reimbursement amount
$ 3,652  $ 4,103  $ (451) (11) % $ 7,193  $ 8,261  $ (1,068) (13) %

    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.
47


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 revolving credit facility and access to debt and equity capital markets, both public and private. Set forth below is a description of our cash flows for the periods indicated.

Cash Flows - Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

    The following table details the cash flow changes between the six months ended June 30, 2021 and 2020:
  Six Months Ended June 30, Variance Percent Change
  2021 2020
  (In thousands)
Net cash provided by (used in):
Operating activities $ 6,085  $ 44,626  $ (38,541) (86) %
Investing activities (9,761) (13,147) 3,386  26  %
Financing activities (601) (34,283) 33,682  98  %
Net increase (decrease) in cash and cash equivalents $ (4,277) $ (2,804) $ (1,473) (53) %

    Net cash provided by operating activities. The decrease in net cash provided by operating activities for the six months ended June 30, 2021 includes a reduction in operating results of $10.7 million, an unfavorable variance in working capital of $30.7 million, and an unfavorable variance in other non-current assets and liabilities of $0.3 million. Offsetting this decrease was a $3.2 million increase in other non-cash charges.
    
    Net cash used in investing activities. Net cash used in investing activities for the six months ended June 30, 2021 decreased $3.4 million. A reduction in cash used of $9.4 million resulted from higher payments for capital expenditures and plant turnaround costs in 2020. Net proceeds from the sale of property, plant and equipment decreased $1.6 million and proceeds received from the involuntary conversion of property, plant and equipment decreased $4.4 million.

    Net cash used in financing activities. Net cash used in financing activities for the six months ended June 30, 2021 decreased primarily as a result of a $28.6 million reduction in net payments of long-term borrowings. Further, cash distributions paid decreased $4.5 million and payments of finance lease obligations decreased $0.6 million.

Total Contractual Obligations

A summary of our total contractual cash obligations as of June 30, 2021, is as follows: 
  Payments due by period
Type of Obligation Total
Obligation
Less than
One Year
1-3
Years
3-5
Years
Due
Thereafter
Revolving credit facility $ 179,500  $ —  $ 179,500  $ —  $ — 
11.5% senior secured notes, due 2025 291,970  —  —  291,970  — 
10.0% senior secured notes, due 2024 53,750  —  53,750  —  — 
Throughput commitment 6,236  6,236  —  —  — 
Operating leases 23,728  7,769  7,660  2,788  5,511 
Finance lease obligations 405  236  169  —  — 
Interest payable on finance lease obligations 19  16  —  — 
Interest payable on fixed long-term debt obligations 137,447  38,952  76,111  22,384  — 
Total contractual cash obligations $ 693,055  $ 53,209  $ 317,193  $ 317,142  $ 5,511 

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. 
48



Letters of Credit.  At June 30, 2021, we had outstanding irrevocable letters of credit in the amount of $26.7 million, which were issued under our revolving credit facility.

Off Balance Sheet Arrangements.  We do not have any off-balance sheet financing arrangements.
 
Description of Our Indebtedness

Revolving Credit Facility

At June 30, 2021, we maintained a $300.0 million revolving credit facility that matures on August 31, 2023. As of June 30, 2021, we had $179.5 million outstanding under the revolving credit facility and $26.7 million of outstanding irrevocable letters of credit, leaving a maximum available to be borrowed under our credit facility for future revolving credit borrowings and letters of credit of $93.8 million. After giving effect to our then current borrowings, letters of credit (to the extent drawn), and the financial covenants contained in our revolving credit facility, we had the ability to borrow approximately $40.6 million in additional amounts thereunder as of June 30, 2021. As part of the amendment to our credit facility that closed on July 16, 2021, the lenders’ commitments were reduced from $300.0 million to $275.0 million. As a result of the financial covenants in the revolving credit facility, such reduction of the lenders’ commitments would not have impacted our available liquidity under the revolving credit facility at June 30, 2021, nor did it reduce the currently foreseeable amount that we can borrow under the revolving credit facility. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant Recent Developments – Amendment to Revolving Credit Facility” for more information regarding this amendment.
The revolving credit facility is used for ongoing working capital needs and general partnership purposes, and to finance permitted investments, acquisitions and capital expenditures.  During the six months ended June 30, 2021, the level of outstanding draws on our credit facility has ranged from a low of $148.0 million to a high of $201.0 million.

The credit facility is guaranteed by substantially all of our subsidiaries. Obligations under the credit facility are secured by first priority liens on substantially all of our assets and those of the guarantors, including, without limitation, inventory, accounts receivable, bank accounts, marine vessels, equipment, fixed assets and the interests in our subsidiaries.

    We may prepay all amounts outstanding under the credit facility at any time without premium or penalty (other than customary LIBOR breakage costs), subject to certain notice requirements. The credit facility requires mandatory prepayments of amounts outstanding thereunder with excess cash that exceeds $25.0 million and the net proceeds of certain asset sales, equity issuances and debt incurrences.

    Indebtedness under the credit facility bears interest at our option at the Eurodollar Rate (LIBOR), with a floor for LIBOR of 1%, plus an applicable margin, or the Base Rate (the highest of the Federal Funds Rate plus 0.50%, the 30-day Eurodollar Rate plus 1.0%, or the administrative agent’s prime rate) plus an applicable margin. We pay a per annum fee on all letters of credit issued under the credit facility, and we pay a commitment fee per annum on the unused revolving credit commitments under the credit facility. The letter of credit fee, the commitment fee and the applicable margins for our interest rate vary quarterly based on our Total Leverage Ratio (as defined in the credit facility, being generally computed as the ratio of total funded debt to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges) and are as follows as of June 30, 2021:
 
Leverage Ratio
Base Rate Loans Eurodollar
Rate
Loans
Letters of Credit
Less than 3.00 to 1.00 1.75  % 2.75  % 2.75  %
Greater than or equal to 3.00 to 1.00 and less than 3.50 to 1.00 2.00  % 3.00  % 3.00  %
Greater than or equal to 3.50 to 1.00 and less than 4.00 to 1.00 2.25  % 3.25  % 3.25  %
Greater than or equal to 4.00 to 1.00 and less than 4.50 to 1.00 2.50  % 3.50  % 3.50  %
Greater than or equal to 4.50 to 1.00 and less than 5.00 to 1.00 2.75  % 3.75  % 3.75  %
Greater than or equal to 5.00 to 1.00 3.00  % 4.00  % 4.00  %
    
    The applicable margin for LIBOR borrowings at June 30, 2021 is 4.00%, with a 1% floor for LIBOR.

    The credit facility includes financial covenants that are tested on a quarterly basis, based on the rolling four quarter period that ends on the last day of each fiscal quarter.
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    In addition, the credit facility contains various covenants, which, among other things, limit our and our subsidiaries’ ability to: (i) grant or assume liens; (ii) make investments (including investments in our joint ventures) and acquisitions; (iii) enter into certain types of hedging agreements; (iv) incur or assume indebtedness; (v) sell, transfer, assign or convey assets; (vi) repurchase our equity, make distributions (including a limit on our ability to make quarterly distributions to unitholders in excess of $0.005 per unit unless our Total Leverage Ratio (as defined in the credit facility) is below 3.75:1:00 and certain other restricted payments; (vii) change the nature of our business; (viii) engage in transactions with affiliates; (ix) enter into certain burdensome agreements; (x) make certain amendments to the Omnibus Agreement and our material agreements; and (xi) permit our joint ventures to incur indebtedness or grant certain liens.

    The credit facility contains customary events of default, including, without limitation: (i) failure to pay any principal, interest, fees, expenses or other amounts when due; (ii) failure to meet the quarterly financial covenants; (iii) failure to observe any other agreement, obligation, or covenant in the credit facility or any related loan document, subject to cure periods for certain failures; (iv) the failure of any representation or warranty to be materially true and correct when made; (v) our, or any of our subsidiaries’ default under other indebtedness that exceeds a threshold amount; (vi) bankruptcy or other insolvency events involving us or any of our subsidiaries; (vii) judgments against us or any of our subsidiaries, in excess of a threshold amount; (viii) certain ERISA events involving us or any of our subsidiaries, in excess of a threshold amount; (ix) a change in control (as defined in the credit facility); and (x) the invalidity of any of the loan documents or the failure of any of the collateral documents to create a lien on the collateral.

    The credit facility also contains certain default provisions relating to Martin Resource Management Corporation. If Martin Resource Management Corporation no longer controls our general partner, the lenders under the credit facility may declare all amounts outstanding thereunder immediately due and payable. In addition, an event of default by Martin Resource Management Corporation under its credit facility could independently result in an event of default under our credit facility if it is deemed to have a material adverse effect on us.

    If an event of default relating to bankruptcy or other insolvency events occurs with respect to us or any of our subsidiaries, all indebtedness under our credit facility will immediately become due and payable. If any other event of default exists under our credit facility, the lenders may terminate their commitments to lend us money, accelerate the maturity of the indebtedness outstanding under the credit facility and exercise other rights and remedies. In addition, if any event of default exists under our credit facility, the lenders may commence foreclosure or other actions against the collateral.

Senior Secured Notes due 2025 and 2024

For a description of our 11.50% senior secured second lien notes due 2025 and 10.00% senior secured 1.5 lien notes due 2024, 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, 2020.

    Capital Resources and Liquidity

    Historically, we have generally satisfied our working capital requirements and funded our debt service obligations and capital expenditures with cash generated from operations and borrowings under our revolving credit facility.

    On June 30, 2021, we had cash and cash equivalents of $0.7 million and available borrowing capacity of $93.8 million under our revolving credit facility with $179.5 million of borrowings outstanding.  After giving effect to our current borrowings, outstanding letters of credit and the financial covenants contained in our revolving credit facility, we had the ability to borrow approximately $40.6 million in additional amounts thereunder as of June 30, 2021. Our revolving credit facility matures on August 31, 2023.

    We expect that our primary sources of liquidity to meet operating expenses, service our indebtedness, pay distributions to our unitholders and fund capital expenditures will be provided by cash flows generated by our operations, borrowings under our revolving credit facility and access to the debt and equity capital markets.  Our ability to generate cash from operations will depend upon our future operating performance, which is subject to certain risks.   For a discussion of such risks, please read "Item 1A. Risk Factors" of our Form 10-K for the year ended December 31, 2020, filed with the SEC on March 3, 2021.  In addition, due to the covenants in our revolving credit facility, our financial and operating performance impacts the amount we are permitted to borrow under that facility. 

    We are in compliance with all debt covenants as of June 30, 2021 and expect to be in compliance for the next twelve months.
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    Interest Rate Risk
    
We are subject to interest rate risk on our credit facility due to the variable interest rate and may enter into interest rate swaps to reduce this variable rate risk.

Seasonality

    A substantial portion of our revenues is dependent on sales prices of products, particularly NGLs and fertilizers, which fluctuate in part based on winter and spring weather conditions. The demand for NGLs is strongest during the winter heating season and refinery blending season. The demand for fertilizers is strongest during the early spring planting season. However, our Terminalling and Storage and Transportation business segments and the molten sulfur business are typically not impacted by seasonal fluctuations and a significant portion of our net income is derived from our Terminalling and Storage, Sulfur Services and Transportation business segments. Further, extraordinary weather events, such as hurricanes, have in the past, and could in the future, impact our Terminalling and Storage, Sulfur Services, and Transportation business segments.

Impact of Inflation

    Inflation did not have a material impact on our results of operations for the six months ended June 30, 2021 or 2020.  Although the impact of inflation has been insignificant in recent years, it is still a factor in the U.S. economy and may increase the cost to acquire or replace property, plant and equipment. It may also increase the costs of labor and supplies.  In the future, increasing energy prices could adversely affect our results of operations. Diesel fuel, natural gas, chemicals and other supplies are recorded in operating expenses.  An increase in price of these products would increase our operating expenses which could adversely affect net income. We cannot provide assurance that we will be able to pass along increased operating expenses to our customers.

Environmental Matters

    Our operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which these operations are conducted. We incurred no material environmental costs, liabilities or expenditures to mitigate or eliminate environmental contamination during the six months ended June 30, 2021 or 2020.
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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, 2020, filed with the SEC on March 3, 2021.
    
Commodity Risk. The Partnership from time to time uses derivatives to manage the risk of commodity price fluctuation. Commodity risk is the adverse effect on the value of a liability or future purchase that results from a change in commodity price.  We have established a hedging policy and monitor and manage the commodity market risk associated with potential commodity risk exposure.  In addition, we focus on utilizing counterparties for these transactions whose financial condition is appropriate for the credit risk involved in each specific transaction.

We have entered into hedging transactions as of June 30, 2021 to protect a portion of our commodity price risk exposure. These hedging arrangements are in the form of swaps and options for NGLs. We have instruments totaling a gross notional quantity of 390,000 barrels settling during the period from July 31, 2021 through December 31, 2021. These instruments settle against the applicable pricing source for each grade and location. These instruments are recorded on our Consolidated and Condensed Balance Sheets at June 30, 2021 in "Fair value of derivatives" as a current liability of $0.4 million. Based on the current net notional volume hedged as of June 30, 2021, a $0.10 change in the expected settlement price of these contracts would result in an impact to our net income of approximately $1.6 million.     

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 5.00% as of June 30, 2021.  Based on the amount of unhedged floating rate debt owed by us on June 30, 2021, the impact of a 100 basis point increase in interest rates on this amount of debt would result in an increase in interest expense and a corresponding decrease in net income of approximately $1.8 million annually.

We are not exposed to changes in interest rates with respect to our 2024 Notes and 2025 Notes as these obligations are fixed rate.  Based on the quoted prices for identical liabilities in markets that are not active at June 30, 2021, the estimated fair value of the 2024 Notes and 2025 Notes was $55.3 million and $303.9 million, respectively. Market risk is estimated as the potential decrease in fair value of our long-term debt resulting from a hypothetical increase of a 100 basis point increase in interest rates. Such an increase in interest rates at June 30, 2021, would result in a $0.1 million decrease in the fair value of our 2024 Notes and a $8.9 million decrease in the fair value of our 2025 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, we do not believe these actions, in the aggregate, will have a material adverse impact on our financial position, results of operations or liquidity. Information regarding legal proceedings is set forth in Note 13 in Part I of this Form 10-Q.

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, 2020, filed with the SEC on March 3, 2021.

Item 5. Other Information

Disclosure Pursuant to Item 5.02 of Form 8-K – Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On July 21, 2021, the board of directors of the general partner of the Partnership and 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 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 appreciate 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 age 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, however, 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.

The foregoing summary of the Plan is qualified in its entirety by reference to the complete text of the Plan, the form of award agreement for phantom units and the form of award agreement for phantom unit appreciation rights, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Form 10-Q.

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
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
55


3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
10.1*
10.2*
10.3*
10.4
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 June 30, 2021, 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; 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).
56



* Filed or furnished herewith
** Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.

SIGNATURES

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  
       
July 26, 2021 By: /s/ Sharon L. Taylor  
    Sharon L. Taylor  
    Vice President and Chief Financial Officer  
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Exhibit 10.1

Martin Midstream Partners L.P. 2021 Phantom Unit Plan

1.Purpose. Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”), has adopted this Martin Midstream Partners L.P. 2021 Phantom Unit Plan (the “Plan”), effective as of July 21, 2021 (the “Effective Date”). The Plan is intended to attract, retain, reward and motivate certain employees and directors of Martin Midstream GP, LLC, a Delaware limited liability partnership (the “Company”), Martin Resource Management Corporation, a Texas corporation (“MRMC”) and their respective Affiliates (collectively, the “Martin Group”) and to strengthen the mutuality of interests between those service providers and other unitholders of the Partnership.

2.Definitions. Unless otherwise defined in the Plan, the following terms will have the meanings indicated, unless the context clearly indicates otherwise, with all definitions equally applicable to the singular and plural forms of the terms defined.

Affiliate” of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

Award” means the grant of one or more Phantom Units and, if applicable, DERs under the Plan.

Award Agreement” means an agreement entered into between the Participant and the Partnership evidencing the number and terms and conditions of Phantom Units awarded to the Participant under the Plan.

Board” means the Board of Directors of the Company.

Change in Control” means any one of the following:

(a)any sale, lease, exchange, or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the Partnership and its subsidiaries to any Person or its Affiliates, other than to the Partnership, its subsidiaries, the Company, or any Affiliates of the foregoing;

(b)any merger, reorganization, consolidation, or other transaction pursuant to which more than 50% of the combined voting power of the general partnership interests in the Partnership ceases to be owned by Persons who own such interests as of the Date of Grant;

(c)any merger, reorganization, consolidation, or other transaction pursuant to which more than 50% of the combined voting power of the equity interests in MRMC ceases to be owned by Persons who own such interests as of the Date of Grant; or

(d)any transaction that results in the Company no longer being controlled by MRMC or its Affiliates.

Notwithstanding the foregoing, with respect to an Award that is subject to Code Section 409A and to which a Change in Control will accelerate payment, “Change in Control” shall mean a “change of control event” as defined in the regulations and guidance issued under Code Section 409A.

Code” means the Internal Revenue Code of 1986, as amended, or any successor statute, and the Treasury Regulations and other authoritative guidance issued thereunder.

Committee” means the Compensation Committee of the Board or other committee of the Board or subcommittee of the Compensation Committee designated by the Board.




Date of Grant” means the date an Award is granted to a Participant.

DER” means a right to receive an amount in cash equal to the cash distributions made by the Partnership with respect to a Unit during a specified period.

Director” means a non-employee member of the Board.

Employee” means any employee of the Partnership or a Martin Group entity.

Fair Market Value” of a Unit means the closing sales price of a Unit on the principal national securities exchange or other market in which trading in Units occurs on the applicable date (or if there is no trading in the Units on such date, on the prior day on which there was trading) as reported in The Wall Street Journal (or other reporting service approved by the Committee). In the event Units are not traded on a national securities exchange or other market at the time a determination of fair market value is required to be made hereunder, the determination of fair market value shall be made in good faith by the Committee and in compliance with Code Section 409A.

Participant” means an Employee or Director who has been granted an Award and has timely executed and returned to the Committee (or its delegate) the Award Agreement.

Person” means a natural person, company, limited partnership, general partnership, limited liability company or partnership, joint venture, association, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and a government or agency or political subdivision thereof.

Phantom Unit” means a phantom (notional) unit granted under the Plan which entitles the Participant to receive an amount of cash equal to (i) the Fair Market Value of a Unit or (ii) if the Award is a Phantom Unit Appreciation Right, the Fair Market Value of a Unit less the Unit’s Date of Grant value, subject to the terms and conditions of the Award.

Phantom Unit Appreciation Right” has the meaning provided in Section 5.2 of the Plan.

Plan” means the Martin Midstream Partners L.P. 2021 Phantom Unit Plan, as may be amended from time to time.

Unit” means a common unit of the Partnership traded under the symbol MMLP.

3.Eligibility. Any Employee or Director shall be eligible to be designated a Participant and receive an Award under the Plan.

4.Phantom Units Available for Grant. The total number of Phantom Units available for grant under the Plan is 2,000,000. Phantom Units that are canceled, forfeited or expired will revert and again become available for grant under the Plan.

5.Awards.

1.Awards and Award Agreements. The Committee, in its sole discretion, shall select Employees and Directors to be granted Awards under the Plan. The grant of an Award shall be evidenced by a written Award Agreement, which shall include such limitations, restrictions, restrictive covenants and other provisions, as the Committee may from time to time determine. Upon timely execution and return of the Award Agreement to the Committee (or its delegate), the grantee shall be a Participant. For the avoidance of doubt, the Award shall not be effective until and unless the Employee or Director timely executes and returns the Award Agreement to the Committee (or its delegate). The Phantom Units granted to a Participant shall be reflected in a bookkeeping (notional) account for such Participant maintained by the Partnership. An Award does not confer upon a Participant the right to future grants of Phantom Units.

2.Phantom Units. The Committee shall have the authority to determine the Employees and Directors to whom Phantom Units shall be granted, the number of Phantom Units to be granted,



the time or conditions under which the Phantom Units may become vested or forfeited, which may include, without limitation, the accelerated vesting upon the achievement of specified performance goals, and such other terms and conditions as the Committee may establish with respect to such Awards. The foregoing notwithstanding, the Committee may provide in the Award Agreement that the payment of the Phantom Units upon vesting shall be reduced by the Date of Grant value of the Phantom Unit, as determined by the Committee, such that the Participant shall be eligible for payment of the appreciation of the Phantom Unit since the Date of Grant (a “Phantom Unit Appreciation Right”).

6.Terms of Awards.

1.No Voting Rights or Membership Interests. A Phantom Unit has no voting rights or rights to participate in any distributions of profits or losses or other distributions paid to holders of membership interests or other equity interests of the Partnership other than DERs (as provided in Section 8 below). A Phantom Unit does not represent actual membership interests or equity in the Partnership. Phantom Units do not constitute issued and outstanding Units for any purposes.

2.Vesting. A Participant shall become vested in the Phantom Units awarded to the Participant in accordance with the vesting schedule included in the Participant’s Award Agreement. Unless the Committee provides otherwise in the applicable Award Agreement, vesting of an Award will be based on (i) the Participant remaining continuously employed by the Partnership or a Martin Group entity from the Date of Grant of the Phantom Units until the date of vesting, (ii) the achievement of performance goals or criteria selected by the Committee, or (iii) a combination thereof, as specified in the Award Agreement.

3.Forfeitures. Unless the Committee provides otherwise in the applicable Award Agreement, all of a Participant’s unvested Phantom Units shall be forfeited if the Participant’s termination of employment or service for any reason.

7.Adjustments. In the event that any distribution (whether in the form of cash, Units, other securities, or other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other securities of the Partnership, issuance of warrants or other rights to purchase Units or other securities of the Partnership, or other similar transaction or event affects the Units, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number of Phantom Units with respect to which Awards may be granted, (ii) the number of Phantom Units subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Phantom Units subject to any Award shall always be a whole number. No adjustment pursuant to this Section 7 shall be made in a manner that results in noncompliance with the requirements of Code Section 409A, to the extent applicable.

8.DERs. DERs will only be paid to the Participant if the applicable Award Agreement provides for the payment of such and then such payment shall be in accordance with the terms of the Award Agreement.

9.Change in Control. Notwithstanding any other provisions of the Plan, and unless otherwise expressly addressed in the Award Agreement, (i) any Award that is subject to performance vesting shall be deemed to satisfy the performance criteria at the target payment level and shall become fully (100%) vested as of the date the Change in Control occurs and (ii) any Award that is subject to vesting upon continued employment or service with the Partnership or a Martin Group entity through a designated vesting date shall become fully (100%) vested as of the date of the Change in Control.

10.Payment of Awards. Unless the Committee provides otherwise in the applicable Award Agreement, a Phantom Unit or Phantom Unit Appreciation Right shall be settled in a cash payment no later than the 30th day following its date of vesting. The value of each vested Phantom Unit to be paid to a Participant on the payment date shall be based on the Fair Market Value of a Phantom Unit as of the date of vesting or, if a Phantom Unit Appreciation Right, based on the Fair Market Value of a Phantom Unit as of the date of vesting less the Date of Grant value of the Phantom Unit. A Participant shall not be entitled to any increases in value thereafter.

11.Plan Administration.




1.Administration by Committee. The Plan shall be administered by the Committee. The Committee has plenary authority to administer the Plan, including granting Awards under the Plan and entering into Award Agreements with, or providing notices to, Participants as to the terms of the Plan and any Awards granted under it, including, but not limited to, the right, power and authority to:

a.Determine when and to whom Awards will be granted under the Plan;

b.Determine the terms, provisions, and conditions of Awards (including the number of Phantom Units subject to an Award), which need not be identical and need not match any default terms set forth in the Plan, and amend or modify any outstanding Awards;

c.Correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it deems necessary or desirable to further the Plan’s objectives;

d.Establish, amend, and rescind any rules or regulations relating to the administration of the Plan that it determines to be appropriate;

e.Resolve all questions of interpretation or application of the Plan or Awards; and

f.Make any other determination that it believes necessary or advisable for the proper administration of the Plan.

2.Non-Uniform Treatment. The Committee’s determinations under the Plan need not be uniform and any such determinations may be made selectively among Participants.

3.Committee Decisions Final. Committee decisions in matters relating to the Plan will be final, binding, and conclusive on all Persons, including, but not limited to, the Partnership, its unitholders, each Martin Group entity, and each Participant and his or her heirs and beneficiaries.

4.Delegation of Authority. The Board or the Committee may authorize a committee of one or more members of the Board to grant individual Awards to Employees pursuant to such conditions or limitations as the Board or the Committee may establish. The Committee may also delegate to the Chief Executive Officer and to other employees of the Company (i) the authority to grant individual Awards to Employees who are not subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, and (ii) other administrative duties under this Plan pursuant to such conditions or limitations as the Committee may establish. The Committee may engage or authorize the engagement of a third party administrator to carry out administrative functions under the Plan.

5.Indemnification. No member of the Committee or any designee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan except for any liability arising from his or her own willful malfeasance, gross negligence or reckless disregard of his or her duties.

12.Amendment and Termination. The Board may, at any time, and in its sole discretion, alter, amend, modify, suspend or terminate the Plan or any portion thereof for any purpose which may at the time be permitted by Applicable Laws (including, without limitation, increasing the maximum number of Phantom Units available for grant under the Plan), and may at any time terminate the Plan as to any future grants of Awards; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a Participant, materially adversely affect such Participant’s rights under the Plan and provided, further, that, no payment of benefits shall occur upon termination of the Plan unless, if applicable, the requirements of Code Section 409A have been met.

13.Forfeiture and Clawback in Certain Circumstances. The Committee may, at its sole discretion, terminate any Award if it determines that the recipient of the Award has engaged in material misconduct. For purposes of this provision, material misconduct includes conduct adversely affecting the Partnership’s financial condition, results of operations, or conduct which constitutes fraud or theft of Partnership assets, any of which require the Partnership to make a restatement of its reported financial statements. The Committee may also specify other conduct requiring the Partnership to make a restatement of its publicly reported financial statements as constituting material misconduct in future Award Agreements. If any material misconduct results in any error in financial information



used in the determination of compensation paid to the recipient of an Award and the effect of such error is to increase the payment amount pursuant to an Award, the Committee may also require the recipient to reimburse the Partnership for all or a portion of such increase in compensation provided in connection with any such Award. In addition, if there is a material restatement of the Partnership’s financial statements that affects the financial information used to determine the compensation paid to the recipient of the Award, then the Committee may take whatever action it deems appropriate to adjust such compensation.

14.Miscellaneous.

1.No Employment or Other Service Rights. Nothing in the Plan, Award Agreement or any instrument executed pursuant thereto, or the grant of an Award, shall confer upon any Employee, Director or Participant any right to continued employment or service with the Partnership or any Martin Group entity or interfere in any way with the right of the Partnership or any Martin Group entity to terminate the Participant’s employment or service at any time with or without notice and with or without cause. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of termination of employment or service for any reason, even if such termination is in violation of an obligation of the Partnership or any Martin Group entity to the Participant.

2.Other Benefits. Amounts paid under the Plan shall not be considered part of a Participant’s salary or compensation for purposes of determining or calculating other benefits under any other employee benefit plan or program of the Partnership or the Company, except as required by the terms of such plans. Additionally, the adoption of this Plan will not affect any other compensation or incentive plans in effect for the Partnership or any Martin Group entity.

3.Tax Withholding. The Partnership and any Martin Group entity shall have the right to deduct from any amounts otherwise payable under the Plan any federal, state, local, or other applicable taxes required to be withheld, or to take such other action as may be necessary in the opinion of the Partnership or any Martin Group entity to satisfy all obligations for withholding of such taxes.

4.Governing Law. To the extent not preempted by federal law, the Plan will be construed in accordance with and governed by the laws of the State of Delaware. Notwithstanding the foregoing, the Plan is intended to conform to the extent necessary with all provisions of all Applicable Laws and any and all regulations and rules promulgated under such provisions, to the extent the Partnership or any Participant is subject to the provisions thereof. The Plan will be administered, Awards will be granted, and the underlying Phantom Units may vest only in such a manner as to conform to such laws, rules, and regulations. To the extent permitted by Applicable Laws, the Plan and Awards granted under this Plan will be deemed amended to the extent necessary to conform to such laws, rules, and regulations.
5.Section 409A.

a.The Partnership intends that the Plan and Awards comply with, or be exempt from, the requirements of Code Section 409A and the accompanying regulations and guidance issued by the Internal Revenue Service (“Section 409A”) and shall be operated and interpreted consistent with that intent. Notwithstanding anything in this Plan to the contrary, the Committee will have the power to amend the Plan and any Agreements to the extent necessary to ensure that an Award will not trigger an excise tax to the Participant under Section 409A.

b.If the Participant is identified by the Partnership as a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any Award payable or settled on account of a separation from service that is deferred compensation subject to Section 409A shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Participant’s separation from service, (2) the date of the Participant’s death, or (3) such earlier date as complies with the requirements of Section 409A.

c.The Partnership, the Company and the Martin Group entities make no representation that the Plan complies with Section 409A and shall have no liability to any Participant for any failure to comply with Section 409A. Each Participant is fully responsible for any and all taxes or other amounts imposed by Section 409A.




6.Unfunded Benefit. The Plan is unfunded. Although bookkeeping (notional) accounts may be established with respect to Participants, any such accounts shall be used merely as a convenience. Neither the Plan nor any Award will create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Partnership or any participating Martin Group entity and a Participant or any other Person. All amounts provided under the Plan shall be paid from the general assets of the Partnership or the Company and no separate fund shall be established to secure payment. To the extent that any Participant or other Person acquires a right to receive payment from the Partnership under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Partnership, the Company or the Martin Group entities.

7.Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries to receive the Participant’s interest in the Plan in the event of the Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Board and shall be effective only when filed by the Participant in writing with the Partnership or any Martin Group entity during the Participant’s lifetime. If a Participant fails to designate a beneficiary, then the Participant’s designated beneficiary shall be deemed to be the Participant’s surviving spouse to whom he or she is married as of the Participant’s date of death or, if the Participant is not married as of his or her date of death, the Participant’s estate.

8.No Assignment. Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable hereunder prior to the date that such amounts are paid. Notwithstanding the foregoing, to the extent specifically provided by the Committee with respect to an Award, an Award may be transferred by a Participant without consideration to immediate family members or related family trusts, limited partnerships or similar entities on such terms and conditions as the Committee may from time to time establish.

9.Successors. All obligations of the Partnership under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Partnership, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all of the assets of the Partnership substantially as an entirety.

10.Severability. If any provision of the Plan is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected.

11.Headings and Subheadings. Headings and subheadings in the Plan are for convenience only and are not to be considered in the construction of the provisions hereof.


Exhibit 10.2

MARTIN MIDSTREAM PARTNERS L.P. 2021 PHANTOM UNIT PLAN
PHANTOM UNIT AWARD AGREEMENT

This Award Agreement (this “Agreement”) is entered into between Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”) and _________________ (the “Participant”), an employee of Martin Resource Management Corporation, a Martin Group entity (the “Employer”), effective [●] (the “Date of Grant”). Capitalized terms used but not defined in this Agreement have the respective meanings provided in the Martin Midstream Partners L.P. 2021 Phantom Unit Plan (the “Plan”).

1.Grant of Phantom Units. Effective on the Date of Grant, the Partnership hereby grants to the Participant [●] Phantom Units (this “Award”), subject to the terms, conditions, and restrictions set forth in the Plan and in this Agreement.

2.Vesting and Forfeiture.

(a) This Award will vest as provided in Exhibit A attached to this Agreement (with each such vesting date or dates a “Vesting Date”), provided that, except as provided below or in Exhibit A, the Participant remains continuously employed with a Martin Group entity (“Employment”) from the Date of Grant until the Vesting Date(s). Except as otherwise provided in the Plan or this Agreement, all outstanding Phantom Units granted under this Award that have not vested pursuant to the terms of this Agreement and Exhibit A shall be automatically and immediately forfeited and this Award shall be terminated without any payment and without any action required by the Partnership or the Participant.

(b) In the event that, prior to becoming fully vested as provided in Section 2(a), a Change in Control is consummated, this Award will be subject to the Plan terms applicable to such event.

(c) Notwithstanding the vesting and forfeiture provisions set forth in this Section 2, the Committee may, at any time and in its sole discretion, accelerate vesting of all or any part of this Award.

1.No Contract of Employment. Nothing in this Agreement will be construed as giving the Participant the right to continue employment with the Partnership or any Martin Group entity or in any way limit their right to terminate the Participant’s Service at any time.

2.Payment of Vested Phantom Units. The Phantom Unit Payment Value (as defined in Exhibit A) of each Phantom Unit subject to this Award that vests pursuant to this Agreement and Exhibit A (other than DER payments) shall be paid to the Participant in cash by the Partnership to the Participant (or to Participant’s estate in the case of death) as provided in Exhibit A.

3.Payment of DERs. Unless otherwise provided in Exhibit A, no DERs shall be paid with respect to the Phantom Units granted hereunder.

4.Non-Transferability. This Award, any Phantom Units subject to this Award, and any other rights or privileges provided for in this Agreement, may not be transferred, assigned, pledged, or hypothecated in any manner, by operation of law or otherwise, and will not be subject to execution, attachment, or similar process.

5.Taxes. The Partnership or the Employer is authorized to withhold from any payment relating to the Phantom Units granted hereby, or any payroll or other payment to Participant, amounts of withholding and other taxes due or potentially payable in connection with the Phantom Units granted hereby, and to take such other action as the Committee may deem advisable to enable the Partnership or the Employer and Participant to satisfy obligations for the payment of withholding taxes and other tax obligations relating to the Phantom Units granted hereby.

6.Amendment. The Committee may amend, modify, or terminate this Award at any time prior to vesting in any manner not inconsistent with the terms of the Plan. Notwithstanding the foregoing, except as expressly provided in the Plan, no such amendment, modification, or termination of this Award may materially impair the rights of the Participant under this Agreement without the written consent of the Participant.




7.Notices. All notices to the Partnership related to this Agreement should be sent to the Partnership’s principal executive offices as disclosed in its filings with the Securities and Exchange Commission, addressed to the Office of General Counsel. All notices to the Participant shall be delivered to the most recent address as provided by the Participant to the Employer’s human resources department.

8.Binding Effect. This Agreement is personal to the Participant and may not be assigned by the Participant. This Agreement shall inure to the benefit of and be binding upon each of the parties and any successors to the Partnership.

9.Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflicts of laws.

10.Severability. In the event that any provision in this Agreement shall be found to be invalid, illegal or unenforceable, the Participant and the Partnership intend for any court construing this Agreement to modify or limit such provision so as to render it valid and enforceable to the fullest extent allowed by law. Any such provision that is not susceptible of reformation shall be ignored and shall not affect the validity, legality and enforceability of the remaining provisions, which shall be valid and enforced to the fullest extent permitted by law.

11.Section 409A. It is intended that this Agreement and the Phantom Units granted comply with, or be exempt from, the requirements of Code Section 409A and the accompanying regulations and guidance issued by the Internal Revenue Service (“Section 409A”) and this Agreement shall be interpreted and administered accordingly. For purposes of this Agreement, if the Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h), and any successor provision thereto (other than due to death), then any Phantom Units settled on account of a separation from service that are deferred compensation subject to Section 409A shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Participant’s separation from service, (2) the date of the Participant’s death, or (3) such earlier date as complies with the requirements of Section 409A.

12.Entire Agreement. This Agreement, together with the Plan and the Partnership Agreement, constitutes the entire agreement between the parties with respect to the subject matter contained in this Agreement. Any oral or written agreements, representations, warranties, written inducements, or other communications with respect to the subject matter contained in this Agreement made prior to the execution of this Agreement shall be void and ineffective for all purposes.

By signature below, the Participant represents that he or she is familiar with the terms and provisions of the Plan, this Agreement, and the Partnership Agreement, and hereby accepts this Award subject to all of those terms and provisions. The Participant agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.

[Signature Page Follows]





IN WITNESS WHEREOF, the Partnership and the Participant have executed this Agreement, effective as of the Date of Grant.
MARTIN MIDSTREAM PARTNERS L.P. By: Martin     Midstream GP LLC
By:
Name:
Title:

PARTICIPANT
By:
Name:






MARTIN MIDSTREAM PARTNERS L.P. 2021 PHANTOM UNIT PLAN

PHANTOM UNIT AWARD AGREEMENT

EXHIBIT A

Vesting Schedule and Terms

The Phantom Units granted under this Award shall vest and become payable as follows:

A.1. Definitions. For purposes of this Award, the “Phantom Unit Payment Value” is equal to the Fair Market Value of a Phantom Unit as of the Valuation Date. The “Valuation Date” for the foregoing means the applicable Vesting Date, for purposes of Section A.2, the Termination Date, for purposes of Sections A.3. and A.5., and the Change in Control date, for purposes of Section A.4.

A.2. Vesting. Except as provided in Sections A.3, A.4 and A.5 below, the Phantom Units granted under this Award shall vest in full (100%) on the third (3rd) anniversary of the Date of Grant (the “Vesting Date”), provided, however, that the Participant has been in continuous Employment at all times from the Date of Grant until and on the Vesting Date. Such vested Phantom Units shall be settled by a cash payment, equal to the Phantom Unit Payment Value of such vested Phantom Units, by the Partnership to the Participant (or to Participant’s estate in the case of death) no later than the 30th day following the Vesting Date (subject to tax withholding obligations).

A.3. Termination Without Cause. Section A.2 notwithstanding, if the Participant’s Employment is terminated by the Employer without Cause prior to the Vesting Date, then the Phantom Units granted under this Award shall vest pro-rata as of such termination of Employment date (the “Termination Date”) equal to the number (rounded up to the nearest whole Phantom Unit) determined by multiplying (i) the total number of Phantom Units granted under this Award by (ii) a fraction in which the numerator is the number of days that have elapsed from the Date of Grant to the Termination Date, and the denominator is the total number of days from the Date of Grant until the Vesting Date. All remaining unvested Phantom Units shall be forfeited as of the Participant’s Termination Date. Such vested Phantom Units shall be settled by a cash payment, equal to the Phantom Unit Payment Value of such vested Phantom Units, by the Partnership to the Participant (or to Participant’s estate in the case of death) no later than the 30th day following the Participant’s Termination Date (subject to tax withholding obligations). If the Participant’s Employment terminates for any other reason prior to the Vesting Date, all Phantom Units granted under this Award shall be forfeited as of the Participant’s Termination Date.

For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure by the Participant to substantially perform the Participant’s duties as an employee of the Employer or a member of the Martin Group entity, which failure is not cured to the satisfaction of the Employer’s senior officers within a reasonable period after written notice thereof to the Participant, (ii) the Participant being convicted of or a plea of nolo contendere to the charge of a felony which shall be final and non-appealable (other than a felony involving a traffic violation or as a result of vicarious liability) or any misdemeanor crime that involves fraud, embezzlement, moral turpitude or violation of federal or state securities law, (iii) the commission by the Participant of an act of dishonesty or breach of trust resulting or intending to result in personal benefit or enrichment to the Participant at the expense of the Partnership or the Employer or other Martin Group entity, or (iv) an unauthorized absence from Employment that is not cured within five (5) days after written notice thereof from the Partnership. For purposes of this definition of Cause, no act, or failure to act, on the Participant’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was not in the best interest of the Partnership.

A.4. Change in Control. Section A.2 notwithstanding, if a Change in Control occurs prior to the Vesting Date, all Phantom Units granted under this Award shall vest in full (100%) on the date of the Change in Control, provided, however, that the Participant has been in continuous Employment at all times from the Date of Grant until and on the date of the Change in Control. Such vested Phantom Units shall be settled by a cash payment, equal to the Phantom Unit Payment Value of such vested Phantom Units, by the Partnership to the Participant (or to Participant’s estate in the case of death) no later than the 30th day following the date of the Change of Control (subject to tax withholding obligations).




A.5. Retirement. Section A.2 notwithstanding, if the Participant is eligible for Retirement and terminates Employment (including due to the Participant’s death) prior to the Vesting Date, then the Phantom Units granted under this Award shall vest pro-rata as of such termination of Employment date (the “Retirement Date”) equal to the number (rounded up to the nearest whole Phantom Unit) determined by multiplying (i) the total number of Phantom Units granted under this Award by (ii) a fraction in which the numerator is the number of days that have elapsed from the Date of Grant to the Retirement Date, and the denominator is the total number of days from the Date of Grant until the Vesting Date. All remaining unvested Phantom Units shall be forfeited as of the Participant’s Retirement Date. Such vested Phantom Units shall be settled by a cash payment, equal to the Phantom Unit Payment Value of such vested Phantom Units, by the Partnership to the Participant (or to Participant’s estate in the case of death) no later than the 30th day following the Retirement Date (subject to tax withholding obligations). The foregoing notwithstanding, a termination of the Participant’s Employment by the Employer with or without Cause shall not be a termination for Retirement under this Section A.5. For purposes of this Agreement, “Retirement” means the Participant has attained (i) age 65 and (ii) ten (10) years of Employment.

A.6. DERs. [With respect to each vested Phantom Unit granted hereunder, the Partnership will pay the Participant cash amount equal to the amount of such cash distributions made by the Partnership on one Unit during the vesting period at the same time the vested Phantom Unit is settled in cash as provided in this Exhibit A. No DERs shall be paid with respect to Phantom Units that are forfeited.][No DERs shall be paid with respect to the Phantom Units granted hereunder.]


Exhibit 10.3

MARTIN MIDSTREAM PARTNERS L.P. 2021 PHANTOM UNIT PLAN
PHANTOM UNIT APPRECIATION RIGHT AWARD AGREEMENT

This Award Agreement (this “Agreement”) is entered into between Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”) and _________________ (the “Participant”), an employee of Martin Resource Management Corporation, a Martin Group entity (the “Employer”), effective [●] (the “Date of Grant”). Capitalized terms used but not defined in this Agreement have the respective meanings provided in the Martin Midstream Partners L.P. 2021 Phantom Unit Plan (the “Plan”).

1.Grant of Phantom Units. Effective on the Date of Grant, the Partnership hereby grants to the Participant [●] Phantom Units payable as Phantom Unit Appreciation Rights (this “Award”), subject to the terms, conditions, and restrictions set forth in the Plan and in this Agreement.

2.Vesting and Forfeiture.

(a) This Award will vest as provided in Exhibit A attached to this Agreement (with each such vesting date or dates a “Vesting Date”), provided that, except as provided below or in Exhibit A, the Participant remains continuously employed with a Martin Group entity (“Employment”) from the Date of Grant until the Vesting Date(s). Except as otherwise provided in the Plan or this Agreement, all outstanding Phantom Units granted under this Award that have not vested pursuant to the terms of this Agreement and Exhibit A shall be automatically and immediately forfeited and this Award shall be terminated without any payment and without any action required by the Partnership or the Participant.

(b) In the event that, prior to becoming fully vested as provided in Section 2(a), a Change in Control is consummated, this Award will be subject to the Plan terms applicable to such event.

(c) Notwithstanding the vesting and forfeiture provisions set forth in this Section 2, the Committee may, at any time and in its sole discretion, accelerate vesting of all or any part of this Award.

3.No Contract of Employment. Nothing in this Agreement will be construed as giving the Participant the right to continue employment with the Partnership or any Martin Group entity or in any way limit their right to terminate the Participant’s Service at any time.

4.Payment of Vested Phantom Units. The Phantom Unit Payment Value (as defined in Exhibit A) of each Phantom Unit subject to this Award that vests pursuant to this Agreement and Exhibit A (other than DER payments) shall be paid to the Participant in cash by the Partnership to the Participant (or to Participant’s estate in the case of death) as provided in Exhibit A.

5.Payment of DERs. No DERs shall be paid with respect to the Phantom Units granted hereunder.

6.Non-Transferability. This Award, any Phantom Units subject to this Award, and any other rights or privileges provided for in this Agreement, may not be transferred, assigned, pledged, or hypothecated in any manner, by operation of law or otherwise, and will not be subject to execution, attachment, or similar process.

7.Taxes. The Partnership or the Employer is authorized to withhold from any payment relating to the Phantom Units granted hereby, or any payroll or other payment to Participant, amounts of withholding and other taxes due or potentially payable in connection with the Phantom Units granted hereby, and to take such other action as the Committee may deem advisable to enable the Partnership or the Employer and Participant to satisfy obligations for the payment of withholding taxes and other tax obligations relating to the Phantom Units granted hereby.

8.Amendment. The Committee may amend, modify, or terminate this Award at any time prior to vesting in any manner not inconsistent with the terms of the Plan. Notwithstanding the foregoing, except as expressly provided in the Plan, no such amendment, modification, or termination of this Award may materially impair the rights of the Participant under this Agreement without the written consent of the Participant.




9.Notices. All notices to the Partnership related to this Agreement should be sent to the Partnership’s principal executive offices as disclosed in its filings with the Securities and Exchange Commission, addressed to the Office of General Counsel. All notices to the Participant shall be delivered to the most recent address as provided by the Participant to the Employer’s human resources department.

10.Binding Effect. This Agreement is personal to the Participant and may not be assigned by the Participant. This Agreement shall inure to the benefit of and be binding upon each of the parties and any successors to the Partnership.

11.Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflicts of laws.

12.Severability. In the event that any provision in this Agreement shall be found to be invalid, illegal or unenforceable, the Participant and the Partnership intend for any court construing this Agreement to modify or limit such provision so as to render it valid and enforceable to the fullest extent allowed by law. Any such provision that is not susceptible of reformation shall be ignored and shall not affect the validity, legality and enforceability of the remaining provisions, which shall be valid and enforced to the fullest extent permitted by law.

13.Section 409A. It is intended that this Agreement and the Phantom Units granted comply with, or be exempt from, the requirements of Code Section 409A and the accompanying regulations and guidance issued by the Internal Revenue Service (“Section 409A”) and this Agreement shall be interpreted and administered accordingly. For purposes of this Agreement, if the Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h), and any successor provision thereto (other than due to death), then any Phantom Units settled on account of a separation from service that are deferred compensation subject to Section 409A shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Participant’s separation from service, (2) the date of the Participant’s death, or (3) such earlier date as complies with the requirements of Section 409A.

14.Entire Agreement. This Agreement, together with the Plan and the Partnership Agreement, constitutes the entire agreement between the parties with respect to the subject matter contained in this Agreement. Any oral or written agreements, representations, warranties, written inducements, or other communications with respect to the subject matter contained in this Agreement made prior to the execution of this Agreement shall be void and ineffective for all purposes.

By signature below, the Participant represents that he or she is familiar with the terms and provisions of the Plan, this Agreement, and the Partnership Agreement, and hereby accepts this Award subject to all of those terms and provisions. The Participant agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.

[Signature Page Follows]





IN WITNESS WHEREOF, the Partnership and the Participant have executed this Agreement, effective as of the Date of Grant.

MARTIN MIDSTREAM PARTNERS L.P. By: Martin Midstream GP LLC
By:
Name:
Title:

PARTICIPANT
By:
Name:





MARTIN MIDSTREAM PARTNERS L.P. 2021 PHANTOM UNIT PLAN

PHANTOM UNIT APPRECIATION RIGHT AWARD AGREEMENT

EXHIBIT A

Vesting Schedule and Terms

The Phantom Units granted under this Award shall vest and become payable as follows:

A.1. Definitions. For purposes of this Award, the “Phantom Unit Payment Value” is equal to the (i) Fair Market Value of a Phantom Unit as of the Valuation Date less (ii) $_______ (the average of the closing price for a Unit during the twenty (20) trading days immediately preceding the Date of Grant of the Phantom Units). The “Valuation Date” for the foregoing means the applicable Vesting Date, for purposes of Section A.2, the Termination Date, for purposes of Sections A.3 and A.5. and the Change in Control date, for purposes of Section A.4.

A.2. Vesting. Except as provided in Sections A.3, A.4 and A.5 below, the Phantom Units granted under this Award shall vest in full (100%) on the third (3rd) anniversary of the Date of Grant (the “Vesting Date”), provided, however, that the Participant has been in continuous Employment at all times from the Date of Grant until and on the Vesting Date. Such vested Phantom Units shall be settled by a cash payment, equal to the Phantom Unit Payment Value of such vested Phantom Units, by the Partnership to the Participant (or to Participant’s estate in the case of death) no later than the 30th day following the Vesting Date (subject to tax withholding obligations).

A.3. Termination Without Cause. Section A.2 notwithstanding, if the Participant’s Employment is terminated by the Employer without Cause prior to the Vesting Date, then the Phantom Units granted under this Award shall vest pro-rata as of such termination of Employment date (the “Termination Date”) equal to the number (rounded up to the nearest whole Phantom Unit) determined by multiplying (i) the total number of Phantom Units granted under this Award by (ii) a fraction in which the numerator is the number of days that have elapsed from the Date of Grant to the Termination Date, and the denominator is the total number of days from the Date of Grant until the Vesting Date. All remaining unvested Phantom Units shall be forfeited as of the Participant’s Termination Date. Such vested Phantom Units shall be settled by a cash payment, equal to the Phantom Unit Payment Value of such vested Phantom Units, by the Partnership to the Participant (or to Participant’s estate in the case of death) no later than the 30th day following the Participant’s Termination Date (subject to tax withholding obligations). If the Participant’s Employment terminates for any other reason prior to the Vesting Date, all Phantom Units granted under this Award shall be forfeited as of the Participant’s Termination Date.

For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure by the Participant to substantially perform the Participant’s duties as an employee of the Employer or a member of the Martin Group entity, which failure is not cured to the satisfaction of the Employer’s senior officers within a reasonable period after written notice thereof to the Participant, (ii) the Participant being convicted of or a plea of nolo contendere to the charge of a felony which shall be final and non-appealable (other than a felony involving a traffic violation or as a result of vicarious liability) or any misdemeanor crime that involves fraud, embezzlement, moral turpitude or violation of federal or state securities law, (iii) the commission by the Participant of an act of dishonesty or breach of trust resulting or intending to result in personal benefit or enrichment to the Participant at the expense of the Partnership or the Employer or other Martin Group entity, or (iv) an unauthorized absence from Employment that is not cured within five (5) days after written notice thereof from the Partnership. For purposes of this definition of Cause, no act, or failure to act, on the Participant’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was not in the best interest of the Partnership.

A.4. Change in Control. Section A.2 notwithstanding, if a Change in Control occurs prior to the Vesting Date, all Phantom Units granted under this Award shall vest in full (100%) on the date of the Change in Control, provided, however, that the Participant has been in continuous Employment at all times from the Date of Grant until and on the date of the Change in Control. Such vested Phantom Units shall be settled by a cash payment, equal to the Phantom Unit Payment Value of such vested Phantom Units, by the Partnership to the Participant (or to Participant’s estate in the case of death) no later than the 30th day following the date of the Change of Control (subject to tax withholding obligations).




A.5. Retirement. Section A.2 notwithstanding, if the Participant is eligible for Retirement and terminates Employment (including due to the Participant’s death) prior to the Vesting Date, then the Phantom Units granted under this Award shall vest pro-rata as of such termination of Employment date (the “Retirement Date”) equal to the number (rounded up to the nearest whole Phantom Unit) determined by multiplying (i) the total number of Phantom Units granted under this Award by (ii) a fraction in which the numerator is the number of days that have elapsed from the Date of Grant to the Retirement Date, and the denominator is the total number of days from the Date of Grant until the Vesting Date. All remaining unvested Phantom Units shall be forfeited as of the Participant’s Retirement Date. Such vested Phantom Units shall be settled by a cash payment, equal to the Phantom Unit Payment Value of such vested Phantom Units, by the Partnership to the Participant (or to Participant’s estate in the case of death) no later than the 30th day following the Retirement Date (subject to tax withholding obligations). The foregoing notwithstanding, a termination of the Participant’s Employment by the Employer with or without Cause shall not be a termination for Retirement under this Section A.5. For purposes of this Agreement, “Retirement” means the Participant has attained (i) age 65 and (ii) ten (10) years of Employment.




Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to 17 CFR 240.13a-14(a)/15d-14(a)
(Section 302 of the Sarbanes-Oxley Act of 2002)
 
I, Robert D. Bondurant, certify that:
 
1.  I have reviewed this quarterly report on Form 10-Q of Martin Midstream Partners L.P.;
 
2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
July 26, 2021  
 
/s/ Robert D. Bondurant  
Robert D. Bondurant, President and  
Chief Executive Officer of  
Martin Midstream GP LLC,  
the General Partner of Martin Midstream Partners L.P.  


Exhibit 31.2
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to 17 CFR 240.13a-14(a)/15d-14(a)
(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Sharon L. Taylor, certify that:
 
1.  I have reviewed this quarterly report on Form 10-Q of Martin Midstream Partners L.P.;
 
2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b.  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
July 26, 2021  
   
/s/ Sharon L. Taylor  
Sharon L. Taylor, Vice President and Chief Financial Officer of  
Martin Midstream GP LLC,  
the General Partner of Martin Midstream Partners L.P.  


Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C.  SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

In connection with the Quarterly Report of Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”), on Form 10-Q for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Robert D. Bondurant, Chief Executive Officer of Martin Midstream GP LLC, the general partner of the Partnership, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge:

(1)          the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)          the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
 
  /s/ Robert D. Bondurant  
  Robert D. Bondurant, President and
  Chief Executive Officer
of Martin Midstream GP LLC,
  the General Partner of Martin Midstream Partners L.P.
   
  July 26, 2021

*A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request.


Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C.  SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

In connection with the Quarterly Report of Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”), on Form 10-Q for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Sharon L. Taylor, Chief Financial Officer of Martin Midstream GP LLC, the general partner of the Partnership, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge:

(1)           the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)           the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
 
  /s/ Sharon L. Taylor  
  Sharon L. Taylor, Vice President and
  Chief Financial Officer
  of Martin Midstream GP LLC,
  the General Partner of Martin Midstream Partners L.P.
   
  July 26, 2021

*A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request.