What changed in this filing

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Item 1. Business

2023-03-02 compared with 2022-03-01 · 73 added, 74 removed, 624 unchanged (19% of the section changed)

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We purchase and sell molten sulfur on contracts that are tied to sulfur indices to minimize margin fluctuations.

We process molten sulfur into prilled or pelletized sulfur at our facilities in Beaumont, Texas and Port of Stockton, California on contracts that traditionally provide guaranteed minimum fees.

We process molten sulfur into prilled or pelletized sulfur at our facility in Beaumont, Texas on contracts that traditionally provide guaranteed minimum fees.

The sulfur we process and handle is primarily used in the production of fertilizers and industrial chemicals.

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We own approximately 2.2 million barrels of underground storage capacity for NGLs.

This segment is primarily driven by the purchase of butane in the summer months, when demand is typically low, and sale in the winter months, when demand is typically higher.

Significant Developments in 2021

Hurricane Ida.

On August 29, 2021, Hurricane Ida ("Ida") made landfall in Southeast Louisiana as a category 4 hurricane.

Ida impacted our transportation and sulfur services segments due to the effects on refinery utilization in the Lake Charles, Louisiana area resulting from the storm.

We did not experience any material storm-related damage.

We spent approximately $0.1 million on restoration and recovery costs as a result of Ida.

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.

We continue to monitor the impacts of the COVID-19 pandemic (including variants of the virus) 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 continued 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 as a result of widespread vaccinations and a rebounding economy.

This should ultimately improve refined product demand as people continue to 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, could have a material adverse effect on the Partnership's results of operations, financial position and cash flows in 2022, 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 to any significant contracts.

Ultimately the results of these assessments did not have a material impact on our results as of December 31, 2021.

This segment has historically been driven primarily by the purchase of butane in the summer months, when demand is typically low, and sale in the winter months, when demand is typically higher (“butane optimization business”).

However, in an effort to reduce borrowing costs, working capital needs, commodity risk exposure and earnings volatility, management intends to exit the butane optimization business at the conclusion of the butane selling season during the second quarter of 2023.

Significant Recent Developments

Issuance of 2028 Notes to Refinance Existing Secured Notes .

On February 8, 2023, we completed the sale of $400.0 million in aggregate principal amount of our 11.50% senior secured second lien notes due 2028 (the “2028 Notes”).

We used the proceeds of the 2028 Notes to complete the tender offers for substantially all of our 2024 Notes and 2025 Notes, redeem all 2024 Notes and 2025 Notes that were not validly tendered, repay a portion of the indebtedness under our credit facility, and pay fees and expenses in connection with the foregoing.

Simultaneously with the issuance of the 2028 Notes we amended our credit facility to, among other things, reduce the commitments thereunder from $275.0 million to $200.0 million (with further scheduled reductions to $175.0 million on June 30, 2023 and $150.0 million on June 30, 2024) and extend the scheduled maturity date of the credit facility to February 8, 2027.

Exit from Butane Optimization Business.

In January 2023, we announced that we anticipate the exit of our butane optimization business at the conclusion of the butane selling season during the second quarter of 2023.

Going forward, our intent is to operate as a fee-based butane logistics business, primarily utilizing our north Louisiana underground storage assets, which have both truck and rail capability.

This logistics business will also utilize our truck transportation assets for fee-based product movements.

As a result of this new business model, we anticipate no longer carrying butane inventory going forward, eliminating commodity risk, reducing cash flow and earnings volatility, and substantially reducing working capital requirements.

Electronic Level Sulfuric Acid Joint Venture.

On October 19, 2022, Martin ELSA Investment LLC, our affiliate, entered into definitive agreements with Samsung C&T America, Inc.

and Dongjin USA, Inc., an affiliate of Dongjin Semichem Co., Ltd., to form DSM Semichem LLC (“DSM”).

DSM will produce and distribute electronic level sulfuric acid (“ELSA”).

By leveraging our existing assets located in Plainview, Texas and installing additional facilities (the “ELSA Facility”) as required, DSM will produce ELSA that meets the strict quality standards required by the recent advances in semiconductor manufacturing.

In addition to owning a 10% non-controlling interest in DSM, we will be the exclusive provider of feedstock to the ELSA Facility.

We, through our affiliate Martin Transport, Inc., ("MTI") will also provide land transportation services of the ELSA produced by DSM.

The Partnership expects to fund approximately $20.0 million in aggregate capital expenditures in connection with this joint venture and the Partnership’s related services in 2023 and 2024.

Divestiture of Stockton, California Sulfur Terminal.

On October 7, 2022, we closed on the sale of our Stockton Sulfur Terminal to Gulf Terminals LLC for net proceeds of approximately $5.25 million, which were used to reduce outstanding borrowings under our credit facility.

Subsequent Events

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We intend to utilize our industry knowledge, network of customers and suppliers, and strategic asset base to expand commercial alliances to drive revenue and cash flow growth in the future.

• Maintain a Disciplined Financial Policy .

We intend to continue pursuing a disciplined financial policy that includes continuing to evaluate the sale of non-core assets and conservative capital spending to pay down debt, and prudent control of distributions.

• Spur Internal Organic Growth by Attracting New Customers and Expanding Services Provided to Existing Customers .

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Accordingly, a significant portion of our assets are located in proximity to refining operations along the U.S.

For example, our land transportation assets are based out of terminals located to serve refineries and chemical companies across the U.S.

For example, our land transportation assets are based out of terminals strategically located to serve refineries and chemical companies across the U.S.

Many of our sulfur services assets are located to source sulfur from the largest refinery sources in the U.S.

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Some of these specialty products require treatment across a wide range of temperatures (between approximately -30 to +400 degrees Fahrenheit) to remain in liquid form, which our facilities are designed to accommodate.

These capabilities help us enhance relationships with our customers by offering them services to handle their unique product requirements.

These capabilities help us enhance relationships with our customers by offering them specialized services to handle their unique product requirements.

Strong Industry Reputation and Established Relationships with Suppliers and Customers.

We have established a reputation in our industry as a reliable and cost-effective supplier of services to our customers and have a track record of a safe, efficient operation of our facilities.

We have established a reputation in our industry as a reliable and cost-effective supplier of services to our customers and have a track record of safe and efficient operations at our facilities.

Our management has also established long-term relationships with many of our suppliers and customers.

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The locations and capabilities of our terminals are structured to complement our other businesses and reflect our strategy to provide a broad range of integrated services in the storage, handling and transportation of products.

We developed our terminalling and storage assets by acquisition and upgrades of existing facilities as well as developing our own properties strategically located near rail, waterways and pipelines.

We anticipate further expansion of our terminalling facilities through primarily organic growth.

We developed our terminalling and storage assets by acquisition and upgrades of

existing facilities as well as developing our own properties strategically located near rail, waterways and pipelines.

We anticipate further expansion of our terminalling facilities primarily through organic growth.

At the Neches, Stanolind, and Tampa terminals, our customers are primarily energy and petrochemical companies.

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In Smackover, Arkansas, we own a refinery where we process naphthenic crude oil into finished products that include naphthenic lubricants, distillates, asphalt and other intermediates.

This process is dedicated to a subsidiary of Martin Resource Management Corporation through a long-term tolling agreement based on throughput rates and a monthly reservation fee.

The refinery's capacity is dedicated to a subsidiary of Martin Resource Management Corporation through a long-term tolling agreement based on throughput rates and a monthly reservation fee.

In Smackover, Arkansas, we own and operate a terminal used for lubricant blending, processing, packaging, marketing and distribution.

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We own asphalt terminals in each of Hondo, South Houston, and Port Neches, Texas and Omaha, Nebraska, each dedicated to a subsidiary of Martin Resource Management Corporation through a terminalling service agreement based on throughput rates.

In Beaumont, Texas, we own a terminal ("Spindletop Terminal") where we receive natural gasoline via pipeline and then ship the product to our customers via other pipelines to which the facility is connected, referred to as the "Spindletop Terminal." Our fees for the use of this facility are based on the volume of barrels shipped from the terminal under an arrangement that includes a provision for minimum volume throughput requirements.

In Beaumont, Texas, we own a terminal ("Spindletop Terminal") where we receive natural gasoline via pipeline, store the natural gasoline in above ground tanks, and then ship the product to our customers via other pipelines to which the facility is connected, referred to as the "Spindletop Terminal." Our fees for the use of this facility are based on the volume of barrels shipped from the terminal under an arrangement that includes a provision for minimum volume throughput requirements.

The following is a summary description of our shore-based specialty terminals:

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Tampa, Florida 662,000 Asphalt, crude oil, and diesel Marine terminal, loading/unloading for vessels, barges, railcars and trucks

Stanolind Beaumont, Texas 619,000 Asphalt, crude oil, sulfur, sulfuric acid and fuel oil Marine terminal, marine dock for loading/unloading of vessels, barges, railcars and trucks

Stanolind Beaumont, Texas 620,000 Asphalt, crude oil, sulfur, and sulfuric acid Marine terminal, marine dock for loading/unloading of vessels, barges, railcars and trucks

Beaumont, Texas 526,000 Molten sulfur, formed sulfur, ammonia, asphalt, fuel oil, crude oil and sulfur-based fertilizer Marine terminal, loading/unloading for vessels, barges, railcars and trucks

1 The terminal is located on land owned by the Tampa Port Authority that was leased to us under a lease that expires in December 2026.

2 The Neches terminal is a deep water marine terminal located near Beaumont, Texas, on approximately 50 acres of land owned by us, and an additional 96 acres leased to us under terms of a 20-year lease commencing May 1, 2014 with three five-year options.

2 The Neches terminal is a deep water marine terminal located near Beaumont, Texas, on approximately 50 acres of land owned by us, and an additional 96 acres leased to us under terms of a 20-year lease that commenced on May 1, 2014 with three five-year options.

The following is a summary description of our non shore-based specialty terminals:

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Galveston, Texas 10,500 Own

Intracoastal City 2

Intracoastal City, Louisiana — Own

Jennings Bulk Plant Jennings, Louisiana 9,100 Own

Lake Charles T Lake Charles, Louisiana 600 April 2023

Pascagoula 2, 4

Pascagoula, Mississippi 10,100 Own

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3 A portion of this terminal is owned.

4 On February 14, 2023, we closed on the sale of the Pascagoula terminal.

We compete with independent terminal operators and major energy and chemical companies that own their own terminalling and storage facilities.

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Additionally, while some companies have significantly more terminalling and storage capacity than us, not all terminalling and storage facilities located in the markets we serve are equipped to properly handle specialty products such as asphalt, sulfur and anhydrous ammonia.

The principal competitive factors affecting our terminals, which provide fuel and lubricants distribution and marketing, as well as shore bases at certain terminals, are the locations of the facilities, availability of competing logistical support services

and the experience of personnel and dependability of service.

The distribution and marketing of our lubricant products is brand sensitive and we encounter brand loyalty competition.

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Industry Overview.

tank trucking industry is segmented into fleet type, capacity, and product category.

The energy and chemical sector relies heavily on the transportation industry to assist in moving mass quantities of petroleum products and by-products, petrochemicals, and chemicals.

tank truck industry is segmented into fleet type, capacity, and product category.

The energy and chemical sectors rely heavily on the transportation industry to assist in moving large volumes of petroleum products, petrochemicals, and chemicals.

We operate a fleet of land transportation assets comprising approximately 700 trucks and 1,200 tank trailers that transport petroleum products and by-products, petrochemicals, and chemicals.

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Texas Louisiana Arkansas Other

Baytown Arcadia Marion Theodore, Alabama

Baytown Arcadia West Memphis Theodore, Alabama

Beaumont Baton Rouge Smackover Tampa, Florida

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Corpus Christi Lake Charles Tennessee Pace, Florida

Kilgore Reserve Chattanooga

Kilgore Reserve Chattanooga Mulberry, Florida

Longview Kingsport

Our largest land transportation customers include petroleum, petrochemical, and chemical companies and Martin Resource Management Corporation.

Our major land transportation customers include energy, petrochemical, and chemical companies and Martin Resource Management Corporation.

We conduct our land transportation services under fee-based transportation agreements with customers in which we have long term relationships.

We are a party to a master transportation services agreement under which we provide land transportation services to Martin Resource Management Corporation on a demand basis at applicable market rates.

We are party to a master transportation services agreement under which we provide land transportation services to Martin Resource Management Corporation on a demand basis at applicable market rates.

The agreement will continue unless either party terminates the agreement by giving at least 30 days' written notice to the other party.

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Department of Energy’s national diesel price list.

tank trucking market is highly competitive and fragmented, due to the presence of many small and medium-sized market participants.

tank truck market is highly competitive and fragmented, due to the presence of many small and medium-sized market participants.

Driver availability plays a major role in each market participant's ability to generate revenue.

We compete primarily with other tank truck transportation companies.

Competition in our service regions is based primarily on freight rates, service, efficiency, and available capacity.

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Class of Equipment Number in Class Capacity/Horsepower Products Transported

Inland tank barges 5 Under 20,000 barrels Asphalt, crude oil, fuel oil, gasoline and sulfur

Inland tank barges 5 Under 20,000 barrels Diesel fuel

Inland tank barges 22 20,000 - 31,000 barrels Asphalt, crude oil, fuel oil and gasoline

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Nitrogen, phosphorus, potassium and sulfur are the four most important nutrients for crop growth.

These nutrients are found

naturally in soils.

These nutrients are found naturally in soils.

However, soils used for agriculture become depleted of nutrients and require fertilizers rich in nutrients to restore fertility.

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We also provide barge transportation and tank storage services to large producers and consumers of sulfur under contracts with remaining terms from one to five years in duration.

We operate sulfur forming assets in Beaumont, Texas and the Port of Stockton, California, which are used to convert molten sulfur into solid form (prills/granules).

We operate a sulfur forming facility in Beaumont, Texas, which is used to convert molten sulfur into solid form (prills/granules).

The Beaumont facility is equipped with two wet prill units and one granulation unit capable of processing a combined 5,500 metric tons of molten sulfur per day.

The Stockton facility is equipped with one wet prill unit capable of processing 1,000 metric tons of molten sulfur per day.

Formed sulfur at both facilities is stored in bulk until sold into local or international agricultural markets.

Formed sulfur is stored in bulk until sold into local or international agricultural markets.

Our forming services contracts are fee based and typically include minimum fee guarantees.

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Elemental pastille sulfur is used to increase the efficiency of the coal-fired precipitators in the power industry.

These industrial ground sulfur products are also used in a variety of dusting and wettable

sulfur applications such as rubber manufacturing, fungicides, sugar and animal feeds.

These industrial ground sulfur products are also used in a variety of dusting and wettable sulfur applications such as rubber manufacturing, fungicides, sugar and animal feeds.

We produce emulsified sulfur at our Nash, Texas facility.

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Inland tank barge 2 2,500 long tons Molten sulfur

We operate the following sulfur forming facilities as part of our sulfur services business:

We operate the following sulfur forming facility as part of our sulfur services business:

Terminal Location Daily Production Capacity Products Stored

Neches Beaumont, Texas 5,500 metric tons per day Molten, prilled and granulated sulfur

Stockton Stockton, California 1,000 metric tons per day Molten and prilled sulfur

We own the following manufacturing plants as part of our sulfur services business:

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We purchase NGLs primarily from major domestic oil refiners and natural gas processors.

We transport NGLs using Martin Transport Inc.'s ("MTI") land transportation fleet or by contracting with common carriers, owner-operators and railroad tank car transportation companies.

We transport NGLs using MTI's land transportation fleet or by contracting with common carriers, owner-operators and railroad tank car transportation companies.

We typically enter into annual contracts with independent retail propane distributors to deliver their estimated annual volume requirements based on prevailing market prices.

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Spindletop storage facility Beaumont, Texas 90,695 barrels Above ground storage tank and pipeline connections

In addition to the owned NGL facilities above, we lease underground storage capacity at four locations under short-term lease agreements.

In addition to the owned NGL facilities above, we lease underground storage capacity at two locations under short-term lease agreements.

Our NGL customers consist of refiners, industrial processors and retail propane distributors.

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We compete with large integrated NGL producers and marketers as well as small local independent marketers, primarily with respect to location, rates, terms and flexibility of service and supply.

Exit from Butane Optimization Business.

In an effort to reduce borrowing costs, working capital needs, commodity risk exposure and earnings volatility, management intends to exit the butane optimization business at the conclusion of the butane selling season during the second quarter of 2023.

Going forward, our intent is to operate as a fee-based butane logistics business, primarily utilizing our north Louisiana underground storage assets, which have both truck and rail capability.

This logistics business will also utilize our truck transportation assets for fee-based product movements.

Our Relationship with Martin Resource Management Corporation

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• distributing asphalt, marine fuel and other liquids;

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

• 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;

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

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

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

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

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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.

Our deductible for onshore physical damage resulting from named windstorms is 5% of the total value of affected properties.

Excluding Neches Industrial Park, the overall minimum deductible ranges from $1.0 million to $5.0 million for damage caused by the named windstorm.

Neches Industrial Park has a specific minimum deductible of $3.0 million.

Our onshore program currently provides $40.0 million per occurrence and annual aggregate for named windstorm events, including business interruption coverage in connection with a named windstorm event and has a waiting period of 45 to 60 days.

Our deductible for onshore physical damage resulting from named windstorms is 5% of the total value of affected properties with minimum deductible ranges from $1.0 million to $5.0 million.

Our property program currently provides $40.0 million per occurrence and annual aggregate for named windstorm events, including business interruption coverage in connection with a named windstorm event and has a waiting period of 45 to 60 days.

For non-named windstorms or events, our onshore physical damage deductible is $1.195 million per occurrence for all properties.

Business interruption coverage in connection with a non-named windstorm or event is subject to a $200.0 million per occurrence as the property damage coverage and has a waiting period of 30 days, excluding the Smackover Refinery which has a waiting period of 45 to 60 days.

Business interruption coverage in connection with a non-named windstorm or event is subject to a $200.0 million per occurrence limit as the property damage coverage and has a waiting period of 30 to 45 days, except the Smackover Refinery which has a waiting period of 45 to 60 days.

We have various pollution liability policies, which provide coverages ranging from remediation of our property to third party liability.

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We currently own or lease, and have in the past owned or leased, properties that have been used for the manufacturing, processing, transportation and storage of petroleum products and by-products.

Solid waste disposal practices within oil and gas related industries have improved over the years with the passage and implementation of various environmental laws and

Solid waste disposal practices within oil and gas related industries have improved over the years with the passage and implementation of various environmental laws and regulations.

Nevertheless, a possibility exists that petroleum and other solid wastes may have been disposed of on or under various properties owned or leased by us during the operating history of those facilities.

In addition, a number of these properties have been operated by third parties over whom we had no control as to such entities’ handling of petroleum, petroleum by-products or other wastes and the manner in which such substances may have been disposed of or released.

In addition, a number of these

properties have been operated by third parties over whom we had no control as to such entities’ handling of petroleum, petroleum by-products or other wastes and the manner in which such substances may have been disposed of or released.

State and federal laws and regulations applicable to oil and natural gas wastes and properties have gradually become more strict and, under such laws and regulations, we could be required to remove or remediate previously disposed wastes or property contamination, including groundwater contamination, even under circumstances where such contamination resulted from past operations of third parties.

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Several states and local governments have also stated their commitment to the principles of the Paris Agreement in their effectuation of policy and regulations.

To date, such applicable requirements have not had a substantial effect upon our operations.

The United States Environmental Protection Agency has proposed strict new methane emission regulations for certain oil and gas facilities and the Inflation Reduction Act of 2022 (“IRA”) establishes a charge on methane emissions above certain limits from the same facilities.

To date, such requirements have not had a substantial effect upon our operations.

Still, new legislation or regulatory programs that restrict emissions of GHGs in areas in which we conduct business could adversely affect our operations and demand for our services.

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Significant physical effects of climate change could also have an indirect effect on our financing and operations by disrupting the transportation or process related services provided by companies or suppliers with whom we have a business relationship.

In addition, the demand for and consumption of our products and services (due to change in costs, consumer demand and weather patterns), and the economic health of the regions in which we operate, could have a material adverse effect on our business, financial

condition, results of operations and cash flows.

We may not be able to recover through insurance some or any of the damages, losses or costs that may result from potential physical effects of climate change.

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The proposed rule, if finalized, would be expected to significantly expand federal jurisdiction as compared to the NWPR, and as such, we could face increased costs and delays with respect to obtaining permits for activities in jurisdictional waters, including wetlands.

On January 24, 2022, however, the Supreme Court granted certiorari in the case of Sackett v.

On December 30, 2022, the EPA and the U.S.

Army Corps of Engineers announced the final “Revised Definition of ‘Waters of the United States”’ rule, which was published on January 18, 2023 and becomes effective on March 20, 2023.

This final rule, however, is the subject of various pending legal challenges.

In addition, on January 24, 2022, the Supreme Court granted certiorari in the case of Sackett v.

EPA to determine whether the Ninth Circuit set forth the proper test for determining whether wetlands are “waters of the U.S.” under the Clean Water Act.

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These services include centralized corporate functions, such as accounting, treasury, engineering, information technology, insurance, administration of employee benefit plans and other corporate services.

Martin Resource Management Corporation has approximately 1,450

employees of which 1,130 individuals, including 59 individuals represented by labor unions, provide direct support to our operations as of December 31, 2021.

Martin Resource Management Corporation has approximately 1,570 employees of which 1,230 individuals, including 57 individuals represented by labor unions, provide direct support to our

operations as of December 31, 2022.

Martin Resource Management Corporation employees are responsible for conducting our business and operating our assets on our behalf.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business