UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☒						QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~September 30, 2020



☐						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,, Texas75662

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (~~903~~) (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 ~~May 11,~~October 26, 2020, was 38,852,507.

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. 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, 2019, filed with the ~~SEC~~Securities and Exchange Commission (the "SEC") on February 14, 2020, as updated and supplemented in Part II, Item 1A of ~~this~~our Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2020 and June 30, 2020, and as may be updated and supplemented from time to time in our future Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.


			Page
			~~Page~~

PART I – FINANCIAL INFORMATION			4

Item 1. Financial Statements			4
Consolidated and Condensed Balance Sheets as of ~~March 31,~~September 30, 2020 (unaudited) and December 31, 2019 (audited)			4
Consolidated and Condensed Statements of Operations for the Three and Nine Months Ended ~~March 31,~~September 30, 2020 and 2019 (unaudited)			5
Consolidated and Condensed Statements of Capital (Deficit) for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2020 and 2019 (unaudited)			8
Consolidated and Condensed Statements of Cash Flows for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2020 and 2019 (unaudited)			9
Notes to Consolidated and Condensed Financial Statements (unaudited)			10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3235

Item 3. Quantitative and Qualitative Disclosures About Market Risk			4859

Item 4. Controls and Procedures			4960

PART II. OTHER INFORMATION			5061

Item 1. Legal Proceedings			5061

Item 1A. Risk Factors			5061

Item 6. Exhibits			5061

PART I – FINANCIAL INFORMATION



Item 1.			Financial Statements

MARTIN MIDSTREAM PARTNERS L.P.

CONSOLIDATED AND CONDENSED BALANCE SHEETS

(Dollars in thousands)


	March 31, 2020			December 31, 2019				September 30, 2020		December 31, 2019
	(Unaudited)			(Audited)				(Unaudited)		(Audited)
Assets							Assets
Cash	$	68		$	2,856		Cash	$	1,862	$	2,856
Accounts and other receivables, less allowance for doubtful accounts of $498 and $532, respectively	59,073			87,254
Accounts and other receivables, less allowance for doubtful accounts of $537 and $532, respectively							Accounts and other receivables, less allowance for doubtful accounts of $537 and $532, respectively	55,461		87,254
Product exchange receivables							Product exchange receivables	212		0
Inventories	46,830			62,540			Inventories	77,724		62,540
Due from affiliates	15,100			17,829			Due from affiliates	18,932		17,829
Fair value of derivatives	2			—

Other current assets	6,396			5,833			Other current assets	9,587		5,833
Assets held for sale	—			5,052			Assets held for sale	0		5,052
Total current assets	127,469			181,364			Total current assets	163,778		181,364

Property, plant and equipment, at cost	893,619			884,728			Property, plant and equipment, at cost	902,965		884,728
Accumulated depreciation	(479,301		)	(467,531		)	Accumulated depreciation	(506,645)		(467,531)
Property, plant and equipment, net	414,318			417,197			Property, plant and equipment, net	396,320		417,197

Goodwill	17,705			17,705			Goodwill	17,705		17,705
Right-of-use assets	25,771			23,901			Right-of-use assets	23,201		23,901
Deferred income taxes, net	23,136			23,422			Deferred income taxes, net	22,220		23,422
Other assets, net	3,800			3,567			Other assets, net	3,116		3,567
Total assets	$	612,199		$	667,156		Total assets	$	626,340	$	667,156

Liabilities and Partners’ Capital (Deficit)							Liabilities and Partners’ Capital (Deficit)
Current installments of long-term debt and finance lease obligations	$	369,238		$	6,758		Current installments of long-term debt and finance lease obligations	$	31,979	$	6,758
Trade and other accounts payable	52,713			64,802			Trade and other accounts payable	45,326		64,802
Product exchange payables	4,772			4,322			Product exchange payables	3,044		4,322
Due to affiliates	1,304			1,470			Due to affiliates	467		1,470
Income taxes payable	605			472			Income taxes payable	335		472
Fair value of derivatives	—			667			Fair value of derivatives	391		667
Other accrued liabilities	20,282			28,789			Other accrued liabilities	23,153		28,789
Total current liabilities	448,914			107,280			Total current liabilities	104,695		107,280

Long-term debt, net	165,543			569,788			Long-term debt, net	541,002		569,788
Finance lease obligations	526			717			Finance lease obligations	348		717
Operating lease liabilities	17,810			16,656			Operating lease liabilities	16,005		16,656

Other long-term obligations	8,907			8,911			Other long-term obligations	8,753		8,911
Total liabilities	641,700			703,352			Total liabilities	670,803		703,352

Commitments and contingencies							Commitments and contingencies
Partners’ capital (deficit)	(29,501		)	(36,196		)	Partners’ capital (deficit)	(44,463)		(36,196)
Total partners’ capital (deficit)	(29,501		)	(36,196		)	Total partners’ capital (deficit)	(44,463)		(36,196)
Total liabilities and partners' capital (deficit)	$	612,199		$	667,156		Total liabilities and partners' capital (deficit)	$	626,340	$	667,156

Three Months Ended March 31,
2020 2019
Revenues:
Terminalling and storage $ 15,874
$ 18,972
Transportation 5,894
5,643
Product sales:
Sulfur services 19
7
Terminalling and storage 73
414
92
421
$ 21,860
$ 25,036

~~The impact of related party cost of products sold is reflected in the consolidated and condensed financial statements as follows:~~

Three Months Ended March 31,
2020 2019
Cost of products sold:
Sulfur services $ 2,767
$ 2,574
Terminalling and storage 5,777
5,909
$ 8,544
$ 8,483

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

~~March 31,~~September 30, 2020

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2020		2019		2020		2019
Revenues:
Terminalling and storage	$	15,902	$	17,538	$	47,718	$	53,987
Transportation	5,514		6,442		16,801		17,941

Product sales:

Sulfur services	5		11		33		27
Terminalling and storage	64		111		166		802
	69		122		199		829
	$	21,485	$	24,102	$	64,718	$	72,757

The impact of related party cost of products sold is reflected in the consolidated and condensed financial statements as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2020		2019		2020		2019
Cost of products sold:
Sulfur services	$	2,512	$	2,620	$	7,833	$	8,078
Terminalling and storage	4,303		6,300		14,329		19,412
	$	6,815	$	8,920	$	22,162	$	27,490

The impact of related party operating expenses is reflected in the consolidated and condensed financial statements as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2020		2019		2020		2019
Operating expenses:
Transportation	$	13,009	$	14,858	$	41,950	$	46,157
Natural gas liquids	486		902		1,481		2,702
Sulfur services	1,120		1,177		3,403		3,503
Terminalling and storage	4,300		4,808		13,292		14,047
	$	18,915	$	21,745	$	60,126	$	66,409

Three Months Ended March 31,
2020 2019
Operating expenses:
Transportation $ 15,553
$ 14,980
Natural gas liquids 497
2,025
Sulfur services 1,146
924
Terminalling and storage 4,575
4,607
$ 21,771
$ 22,536

The impact of related party selling, general and administrative expenses is reflected in the consolidated and condensed financial statements as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2020		2019		2020		2019
Selling, general and administrative:
Transportation	$	1,803	$	1,941	$	5,459	$	5,398
Natural gas liquids	772		535		2,009		1,549
Sulfur services	765		786		2,254		2,212
Terminalling and storage	863		898		2,536		2,352
Indirect, including overhead allocation	4,153		4,198		12,465		12,637
	$	8,356	$	8,358	$	24,723	$	24,148

Three Months Ended March 31,
2020 2019
Selling, general and administrative:
Transportation $ 1,839
$ 1,728
Natural gas liquids 704
1,189
Sulfur services 743
716
Terminalling and storage 838
717
Indirect, including overhead allocation 4,188
4,185
$ 8,312
$ 8,535

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

September 30, 2020

(Unaudited)

NOTE 13. BUSINESS SEGMENTS

The Partnership has 4 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, 2019, filed with the SEC on February 14, 2020. The Partnership evaluates the performance of its reportable segments based on operating income. There is no allocation of administrative expenses or interest expense.


Three Months Ended September 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	48,188		(1,823)		46,365		7,294		6,426		1,863
Transportation	35,712		(3,774)		31,938		4,412		(2,673)		1,785
Sulfur services	21,880		0		21,880		2,953		7,115		1,393
Natural gas liquids	52,350		0		52,350		617		4,668		173
Indirect selling, general and administrative	—		—		—		0		(4,523)		0
Total	$	158,130	$	(5,597)	$	152,533	$	15,276	$	11,013	$	5,214


Three Months Ended September 30, 2019	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	55,376		(1,630)		53,746		7,690		5,393		1,616
Transportation	44,631		(4,420)		40,211		3,877		0		2,449
Sulfur services	23,072		0		23,072		2,831		2,384		3,138
Natural gas liquids	60,871		0		60,871		611		22,199		664
Indirect selling, general and administrative	—		—		—		0		(4,515)		0
Total	$	183,950	$	(6,050)	$	177,900	$	15,009	$	25,461	$	7,867


Nine Months Ended September 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	$	146,298	$	(5,091)	$	141,207	$	22,022	$	10,153	$	8,885
Transportation	116,145		(13,781)		102,364		13,020		(9,772)		6,483
Sulfur services	83,636		(13)		83,623		8,978		29,787		6,267
Natural gas liquids	164,865		(5)		164,860		1,838		17,661		348
Indirect selling, general and administrative	—		—		—		0		(13,256)		0
Total	$	510,944	$	(18,890)	$	492,054	$	45,858	$	34,573	$	21,983

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

~~March 31,~~September 30, 2020

(Unaudited)

Three Months Ended March 31, 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 $ 51,134
$ (1,726 ) $ 49,408
$ 7,456
$ 758
$ 3,745
Transportation 45,174
(6,233 ) 38,941
4,280
(5,021 ) 3,926
Sulfur services 28,336
(13 ) 28,323
2,894
13,858
2,985
Natural gas liquids 82,215
(4 ) 82,211
609
10,377
105
Indirect selling, general and administrative —
—
—
—
(4,372 ) —
Total $ 206,859
$ (7,976 ) $ 198,883
$ 15,239
$ 15,600
$ 10,761

Three Months Ended March 31, 2019 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 $ 55,892
$ (1,721 ) $ 54,171
$ 7,837
$ 4,815
$ 5,345
Transportation 45,186
(7,391 ) 37,795
3,570
(3,880 ) 2,461
Sulfur services 31,593
—
31,593
2,868
6,380
2,206
Natural gas liquids 116,474
—
116,474
626
6,858
287
Indirect selling, general and administrative —
—
—
—
(4,567 ) —
Total $ 249,145
$ (9,112 ) $ 240,033
$ 14,901
$ 9,606
$ 10,299

Reconciliation of EBITDA, Adjusted EBITDA, and Distributable Cash Flow


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2020		2019		2020		2019
	(in thousands)						(in thousands)
Net income (loss)	$	(10,819)	$	13,250	$	(4,207)	$	(181,588)
Less: Loss from discontinued operations, net of income taxes	—		—		—		179,466
Income (loss) from continuing operations	(10,819)		13,250		(4,207)		(2,122)
Adjustments:
Interest expense, net	12,943		11,973		32,245		40,630
Income tax expense	373		237		1,510		1,572
Depreciation and amortization	15,276		15,009		45,858		44,997
EBITDA from Continuing Operations	17,773		40,469		75,406		85,077
Adjustments:
(Gain) loss on sale of property, plant and equipment, net	(22)		(16,302)		153		(13,949)
Gain on involuntary conversion of property, plant and equipment	(4,522)		—		(4,522)		—
Unrealized mark-to-market on commodity derivatives	393		(2,602)		(276)		(529)
Transaction costs associated with acquisitions	—		—		—		224
Non-cash insurance related accruals	—		—		250		500
Lower of cost or market adjustments	35		104		370		407
Loss on exchange of senior unsecured notes	8,516		—		8,516		—
Gain on repurchase of senior unsecured notes	—		—		(3,484)		—
Unit-based compensation	361		349		1,070		1,064
Adjusted EBITDA from Continuing Operations	22,534		22,018		77,483		72,794
Adjustments:
Interest expense, net	(12,943)		(11,973)		(32,245)		(40,630)
Income tax expense	(373)		(237)		(1,510)		(1,572)

Amortization of debt premium	(38)		(77)		(191)		(230)
Amortization of deferred debt issuance costs	1,683		1,080		2,674		3,558
Deferred income tax expense	184		244		1,202		1,100
Payments for plant turnaround costs	(406)		(375)		(637)		(5,117)
Maintenance capital expenditures	(2,576)		(2,389)		(7,882)		(8,876)
Distributable Cash Flow from Continuing Operations	$	8,065	$	8,291	$	38,894	$	21,027

Loss from discontinued operations, net of income taxes	$	—	$	—	$	—	$	(179,466)
Adjustments:
Depreciation and amortization	—		—		—		8,161
EBITDA from Discontinued Operations	—		—		—		(171,305)



Loss on sale of property, plant and equipment, net	—		—		—		178,781
Non-cash insurance related accruals	—		—		—		3,213
EBITDA and Adjusted EBITDA from Discontinued Operations	—		—		—		10,689
Maintenance capital expenditures	—		—		—		(912)
Distributable Cash Flow from Discontinued Operations	$	—	$	—	$	—	$	9,777

Three Months Ended
March 31,
2020 2019
(in thousands)
Net income (loss) $ 8,815
$ (3,656 )
Less: (Income) from discontinued operations, net of income taxes —
(1,102 )
Income (loss) from continuing operations 8,815
(4,758 )
Adjustments:
Interest expense, net 9,925
13,671
Income tax expense 347
696
Depreciation and amortization 15,239
14,901
EBITDA from Continuing Operations 34,326
24,510
Adjustments:
Loss on sale of property, plant and equipment, net 190
720
Unrealized mark-to-market on commodity derivatives (669 ) (147 )
Transaction costs associated with acquisitions —
184
Lower of cost or market adjustments 335
—
Gain on repurchase of senior unsecured notes (3,484 ) —
Unit-based compensation 346
352
Adjusted EBITDA from Continuing Operations 31,044
25,619
Adjustments:
Interest expense, net (9,925 ) (13,671 )
Income tax expense (347 ) (696 )
Amortization of debt premium (77 ) (77 )
Amortization of deferred debt issuance costs 492
895
Deferred income tax expense 286
369
Payments for plant turnaround costs (150 ) (3,827 )
Maintenance capital expenditures (3,026 ) (3,859 )
Distributable Cash Flow from Continuing Operations $ 18,297
$ 4,753

Income from discontinued operations, net of income taxes $ —
$ 1,102
Adjustments:
Depreciation and amortization —
4,081
EBITDA and Adjusted EBITDA from Discontinued Operations —
5,183
Maintenance capital expenditures —
(336 )
Distributable Cash Flow from Discontinued Operations $ —
$ 4,847

Results of Operations

The results of operations for the three and nine months ended ~~March 31,~~September 30, 2020 and 2019 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 nine months ended ~~March 31,~~September 30, 2020 and ~~2019~~.2019. 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 ~~March 31,~~September 30, 2020 Compared to the Three Months Ended ~~March 31,~~September 30, 2019


	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 September 30, 2020	(in thousands)
Terminalling and storage	$	48,188	$	(1,823)	$	46,365	$	6,975	$	(549)	$	6,426
Transportation	35,712		(3,774)		31,938		1,127		(3,800)		(2,673)
Sulfur services	21,880		—		21,880		5,580		1,535		7,115
Natural gas liquids	52,350		—		52,350		1,854		2,814		4,668
Indirect selling, general and administrative	—		—		—		(4,523)		—		(4,523)
Total	$	158,130	$	(5,597)	$	152,533	$	11,013	$	—	$	11,013


	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 September 30, 2019	(in thousands)
Terminalling and storage	$	55,376	$	(1,630)	$	53,746	$	5,576	$	(183)	$	5,393
Transportation	44,631		(4,420)		40,211		4,446		(4,446)		—
Sulfur services	23,072		—		23,072		291		2,093		2,384
Natural gas liquids	60,871		—		60,871		19,663		2,536		22,199
Indirect selling, general and administrative	—		—		—		(4,515)		—		(4,515)
Total	$	183,950	$	(6,050)	$	177,900	$	25,461	$	—	$	25,461

Operating Revenues Intersegment Revenues Eliminations
Operating Revenues
after Eliminations
Operating Income (Loss) Operating Income (Loss) Intersegment Eliminations
Operating
Income (Loss)
after
Eliminations
Three Months Ended March 31, 2020 (in thousands)
Terminalling and storage $ 51,134
$ (1,726 ) $ 49,408
$ 1,029
$ (271 ) $ 758
Transportation 45,174
(6,233 ) 38,941
2,389
(7,410 ) (5,021 )
Sulfur services 28,336
(13 ) 28,323
11,296
2,562
13,858
Natural gas liquids 82,215
(4 ) 82,211
5,258
5,119
10,377
Indirect selling, general and administrative —
—
—
(4,372 ) —
(4,372 )
Total $ 206,859
$ (7,976 ) $ 198,883
$ 15,600
$ —
$ 15,600

Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019


	Operating Revenues		Intersegment Revenues Eliminations		Operating Revenues after Eliminations		Operating Income (Loss)		Operating Income (Loss) Intersegment Eliminations		Operating Income (Loss) after Eliminations
Nine Months Ended September 30, 2020	(in thousands)
Terminalling and storage	$	146,298	$	(5,091)	$	141,207	$	11,356	$	(1,203)	$	10,153
Transportation	116,145		(13,781)		102,364		4,071		(13,843)		(9,772)
Sulfur services	83,636		(13)		83,623		24,261		5,526		29,787
Natural gas liquids	164,865		(5)		164,860		8,141		9,520		17,661
Indirect selling, general and administrative	—		—		—		(13,256)		—		(13,256)
Total	$	510,944	$	(18,890)	$	492,054	$	34,573	$	—	$	34,573


																		Operating Revenues		Intersegment Revenues Eliminations		Operating Revenues after Eliminations		Operating Income (Loss)		Operating Income (Loss) Intersegment Eliminations		Operating Income (Loss) after Eliminations
	Operating Revenues		Intersegment Revenues Eliminations			Operating Revenues after Eliminations		Operating Income (Loss)			Operating Income (Loss) Intersegment Eliminations			Operating Income (Loss) after Eliminations
Three Months Ended March 31, 2019	(in thousands)
Nine Months Ended September 30, 2019																	Nine Months Ended September 30, 2019	(in thousands)
Terminalling and storage	$	55,892	$	(1,721	)	$	54,171	$	5,086		$	(271	)	$	4,815		Terminalling and storage	$	165,619	$	(4,954)	$	160,665	$	15,062	$	(600)	$	14,462
Transportation	45,186		(7,391		)	37,795		3,530			(7,410		)	(3,880		)	Transportation	137,050		(17,723)		119,327		11,290		(17,799)		(6,509)
Sulfur services	31,593		—			31,593		3,818			2,562			6,380			Sulfur services	90,521		—		90,521		9,394		6,898		16,292
Natural gas liquids	116,474		—			116,474		1,739			5,119			6,858			Natural gas liquids	234,743		—		234,743		18,012		11,501		29,513
Indirect selling, general and administrative	—		—			—		(4,567		)	—			(4,567		)	Indirect selling, general and administrative	—		—		—		(13,681)		—		(13,681)
Total	$	249,145	$	(9,112	)	$	240,033	$	9,606		$	—		$	9,606		Total	$	627,933	$	(22,677)	$	605,256	$	40,077	$	—	$	40,077

Terminalling and Storage Segment

Comparative Results of Operations for the Three Months Ended ~~March 31,~~September 30, 2020 and 2019


	Three Months Ended September 30,						Variance		Percent Change
	2020		2019
	(In thousands, except BBL per day)
Revenues:
Services	$	22,512	$	22,806	$	(294)	(1)	%
Products	25,676		32,570		(6,894)		(21)	%
Total revenues	48,188		55,376		(7,188)		(13)	%

Cost of products sold	20,381		27,439		(7,058)		(26)	%
Operating expenses	12,064		12,947		(883)		(7)	%
Selling, general and administrative expenses	1,537		1,724		(187)		(11)	%
Depreciation and amortization	7,294		7,690		(396)		(5)	%
	6,912		5,576		1,336		24	%
Other operating income, net	1		—		1
Gain on involuntary conversion of property, plant and equipment	62		—		62
Operating income	$	6,975	$	5,576	$	1,399	25	%

Shore-based throughput volumes (guaranteed minimum) (gallons)	20,000		20,000		—		—	%
Smackover refinery throughput volumes (guaranteed minimum BBL per day)	6,500		6,500		—		—	%

Three Months Ended March 31, Variance Percent Change
2020 2019
(In thousands, except BBL per day)
Revenues:
Services $ 22,167
$ 24,800
$ (2,633 ) (11 )%
Products 28,967
31,092
(2,125 ) (7 )%
Total revenues 51,134
55,892
(4,758 ) (9 )%

Cost of products sold 24,988
28,277
(3,289 ) (12 )%
Operating expenses 12,951
13,353
(402 ) (3 )%
Selling, general and administrative expenses 1,659
1,349
310
23 %
Depreciation and amortization 7,456
7,837
(381 ) (5 )%
4,080
5,076
(996 ) (20 )%
Other operating income (loss), net (3,051 ) 10
(3,061 ) (30,610 )%
Operating income $ 1,029
$ 5,086
$ (4,057 ) (80 )%

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 ~~revenue~~revenues decreased ~~$2.6~~$0.3 million, of which ~~$1.8~~$1.1 million was primarily a result of expiring capital recovery fees at our Smackover refinery and decreased ~~throughput~~ fees related to a crude pipeline gathering rate adjustment. Offsetting this decrease, a $0.5 million increase at our shore-based terminals ~~combined with a $0.9 million decrease as~~was primarily a result of ~~a decrease~~$1.0 million in ~~minimum~~contract termination fees and $0.2 million in space rental income, offset by decreased throughput revenue ~~and pipeline fees~~of $0.6 million. In addition, an increase of $0.3 million was a result of increased throughput revenue at our ~~Smackover refinery.~~specialty terminals.

Products revenues. A ~~27%~~4% decrease in sales volumes combined with a 13% decrease in average sales price at our blending and packaging facilities resulted in a $4.4 million decrease to products revenues. In addition, a 30% decrease in sales volumes combined with a 10% decrease in average sales price at our shore-based terminals resulted in a ~~$2.9~~$2.5 million decrease into products revenues. ~~Offsetting this~~

Cost of products sold. A 4% decrease ~~was a 4% increase~~ in sales volumes combined with a 20% decrease in average cost per gallon at our blending and packaging facilities ~~resulting~~resulted in a ~~$0.9~~$4.8 million ~~increase to products revenues.~~

~~Cost~~decrease in cost of products sold. ~~A 28%~~In addition, a 30% decrease in sales volumes combined with a 10% decrease in average cost per gallon at our shore-based terminals resulted in a $2.3 million decrease in cost of products sold.

Operating expenses. Operating expenses decreased $0.9 million as a result of decreased compensation expense of $0.5 million, repairs and maintenance of $0.2 million, $0.1 million in wharfage fees, and outside services of $0.1 million.

Selling, general and administrative expenses. Selling, general and administrative expenses decreased $0.2 million primarily as a result of decreased professional fees.

Depreciation and amortization. The decrease in depreciation and amortization is the result of assets becoming fully depreciated.

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

Gain on involuntary conversion of property, plant and equipment. The $0.1 million gain is due to insurance proceeds received related to structural damage of terminalling assets during a weather incident at our Neches Terminal in May of 2019.

Comparative Results of Operations for the Nine Months Ended September 30, 2020 and 2019


	Nine Months Ended September 30,						Variance		Percent Change
	2020		2019
	(In thousands, except BBL per day)
Revenues:
Services	$	66,115	$	70,572	$	(4,457)	(6)	%
Products	80,183		95,047		(14,864)		(16)	%
Total revenues	146,298		165,619		(19,321)		(12)	%

Cost of products sold	68,066		83,213		(15,147)		(18)	%
Operating expenses	37,269		39,557		(2,288)		(6)	%
Selling, general and administrative expenses	4,594		4,451		143		3	%
Depreciation and amortization	22,022		23,353		(1,331)		(6)	%
	14,347		15,045		(698)		(5)	%
Other operating income (loss), net	(3,053)		17		(3,070)		(18,059)	%
Gain on involuntary conversion of property, plant and equipment	62		—		62
Operating income	$	11,356	$	15,062	$	(3,706)	(25)	%

Shore-based throughput volumes (guaranteed minimum) (gallons)	60,000		60,000		—		—	%
Smackover refinery throughput volumes (guaranteed minimum) (BBL per day)	6,500		6,500		—		—	%

Services revenues. Services revenue decreased $4.5 million, of which $2.8 million was primarily a result of expiring capital recovery fees at our Smackover refinery and decreased fees related to a crude pipeline gathering rate adjustment. In addition, a decrease of $1.3 million was primarily a result of decreased throughput at our shore-based terminals combined with a decrease of $0.3 million as a result of decreased throughput rates at our specialty terminals.

Products revenues. A 16% decrease in sales volumes combined with a 16% decrease in average sales price at our shore-based terminals resulted in a $7.2 million decrease in products revenues. In addition, a 6% decrease in sales volumes combined with a 5% decrease in average sales price at our blending and packaging facilities resulted in a $7.9 million decrease to products revenues.

Cost of products sold. A 16% decrease in sales volumes combined with a 17% decrease in average cost per gallon at our shore-based terminals resulted in a $6.8 million decrease in cost of products sold. In addition, a 6% decrease in sales volumes combined with a 9% decrease in average cost per gallon ~~offset with a 4% increase in sales volumes~~ at our blending and packaging facilities resulted in ~~a $0.4~~an $8.5 million decrease in cost of products sold.

Operating expenses. Operating expenses decreased $2.3 million primarily as a result of decreased compensation expense of $0.5 million, utilities of $0.4 million, operating supplies of $0.4 million, chemicals of $0.3 million, professional fees of $0.2 million, and other operating expenses of $0.2 million across our terminals.

Selling, general and administrative expenses. Selling, general and administrative expenses ~~increased primarily due to an increase in professional fees across our terminals.~~remained relatively consistent.

Depreciation and amortization. The decrease in depreciation and amortization is ~~due to~~primarily the ~~disposition~~result of assets ~~at several shore-based and specialty terminals, offset by recent capital expenditures.~~becoming fully depreciated.

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

Transportation Segment

Comparative Results of Operations for the Three Months Ended ~~March 31,~~September 30, 2020 and 2019


	Three Months Ended March 31,						Variance				Percent Change				Three Months Ended September 30,										Variance				Percent Change
	2020			2019									2020					2019
	(In thousands)															(In thousands)
Revenues	$	45,174		$	45,186			$	(12	)		—	%	Revenues		$	35,712			$	44,631		$	(8,919)		(20)		%
Operating expenses	35,162			35,265			(103		)		—	%	Operating expenses		28,144				34,281			(6,137)				(18)		%
Selling, general and administrative expenses	2,135			2,085			50				2	%	Selling, general and administrative expenses		2,050				2,177			(127)			(6)		%

Depreciation and amortization	4,280			3,570			710				20	%	Depreciation and amortization		4,412				3,877			535			14		%
	$	3,597		$	4,266		$	(669	)		(16	)%			1,106				4,296			(3,190)			(74)		%
Other operating loss, net	(1,208		)	(736		)	(472		)		(64	)%
Other operating income, net													Other operating income, net		21				150			(129)			(86)		%
Operating income	$	2,389		$	3,530		$	(1,141	)		(32	)%	Operating income		$	1,127			$	4,446		$	(3,319)		(75)		%


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2020		2019		2020		2019
Revenues:
Terminalling and storage *	$	20,706	$	21,193	$	61,088	$	65,674
Transportation *	31,938		40,211		102,364		119,327
Sulfur services	2,915		2,859		8,744		8,576
Product sales: *
Natural gas liquids	52,350		60,871		164,860		234,743
Sulfur services	18,965		20,213		74,879		81,945
Terminalling and storage	25,659		32,553		80,119		94,991
	96,974		113,637		319,858		411,679
Total revenues	152,533		177,900		492,054		605,256

Costs and expenses:
Cost of products sold: (excluding depreciation and amortization)
Natural gas liquids *	44,908		51,736		139,036		211,472
Sulfur services *	13,313		14,442		46,167		56,262
Terminalling and storage *	19,124		26,009		64,242		78,998
	77,345		92,187		249,445		346,732
Expenses:
Operating expenses *	43,105		51,071		138,589		156,499
Selling, general and administrative *	10,339		10,474		30,659		30,900


Depreciation and amortization	15,276		15,009		45,858		44,997
Total costs and expenses	146,065		168,741		464,551		579,128

Other operating income (loss), net	23		16,302		2,548		13,949
Gain on involuntary conversion of property, plant and equipment	4,522		0		4,522		0
Operating income	11,013		25,461		34,573		40,077

Other income (expense):
Interest expense, net	(12,943)		(11,973)		(32,245)		(40,630)
Gain on retirement of senior unsecured notes	0		0		3,484		0
Loss on exchange of senior unsecured notes	(8,516)		0		(8,516)		0

Other, net	0		(1)		7		3
Total other expense	(21,459)		(11,974)		(37,270)		(40,627)

Net income (loss) before taxes	(10,446)		13,487		(2,697)		(550)
Income tax expense	(373)		(237)		(1,510)		(1,572)
Income (loss) from continuing operations	(10,819)		13,250		(4,207)		(2,122)
Income from discontinued operations, net of income taxes	0		0		0		(179,466)
Net income (loss)	(10,819)		13,250		(4,207)		(181,588)
Less general partner's interest in net (income) loss	216		(265)		84		3,632

Less (income) loss allocable to unvested restricted units	53		(72)		8		(5)
Limited partners' interest in net income (loss)	$	(10,550)	$	12,913	$	(4,115)	$	(177,961)



	Three Months Ended
	March 31,
	2020			2019
Revenues:
Terminalling and storage *	$	20,474		$	23,104
Transportation *	38,941			37,795
Sulfur services	2,915			2,859
Product sales: *
Natural gas liquids	82,211			116,474
Sulfur services	25,408			28,734
Terminalling and storage	28,934			31,067
	136,553			176,275
Total revenues	198,883			240,033

Costs and expenses:
Cost of products sold: (excluding depreciation and amortization)
Natural gas liquids *	69,835			106,190
Sulfur services *	15,295			19,696
Terminalling and storage *	23,680			26,871
	108,810			152,757
Expenses:
Operating expenses *	51,282			51,849
Selling, general and administrative *	10,462			10,200
Depreciation and amortization	15,239			14,901
Total costs and expenses	185,793			229,707

Other operating income (loss), net	2,510			(720		)
Operating income	15,600			9,606

Other income (expense):
Interest expense, net	(9,925		)	(13,671		)
Gain on retirement of senior unsecured notes	3,484			—
Other, net	3			3
Total other expense	(6,438		)	(13,668		)

Net income (loss) before taxes	9,162			(4,062		)
Income tax expense	(347		)	(696		)
Income (loss) from continuing operations	8,815			(4,758		)
Income from discontinued operations, net of income taxes	—			1,102
Net income (loss)	8,815			(3,656		)
Less general partner's interest in net (income) loss	(176		)	73
Less (income) loss allocable to unvested restricted units	(55		)	2
Limited partners' interest in net income (loss)	$	8,584		$	(3,581	)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2020		2019		2020		2019
Allocation of net income (loss) attributable to:
Limited partner interest:
Continuing operations	$	(10,550)	$	12,913	$	(4,115)	$	(2,080)
Discontinued operations	0		0		0		(175,881)
	$	(10,550)	$	12,913	$	(4,115)	$	(177,961)
General partner interest:
Continuing operations	$	(216)	$	265	$	(84)	$	(42)
Discontinued operations	0		0		0		(3,590)
	$	(216)	$	265	$	(84)	$	(3,632)

Net income (loss) per unit attributable to limited partners:
Basic:
Continuing operations	$	(0.27)	$	0.33	$	(0.11)	$	(0.05)
Discontinued operations	0		0		0		(4.55)
	$	(0.27)	$	0.33	$	(0.11)	$	(4.60)
Weighted average limited partner units - basic	38,662		38,653		38,655		38,661
Diluted:
Continuing operations	$	(0.27)	$	0.33	$	(0.11)	$	(0.05)
Discontinued operations	0		0		0		(4.55)
	$	(0.27)	$	0.33	$	(0.11)	$	(4.60)
Weighted average limited partner units - diluted	38,662		38,653		38,655		38,661



	Three Months Ended
	March 31,
	2020		2019
Allocation of net income (loss) attributable to:
Limited partner interest:
Continuing operations	$	8,584	$	(4,660	)
Discontinued operations	—		1,079
	$	8,584	$	(3,581	)
General partner interest:
Continuing operations	$	176	$	(95	)
Discontinued operations	—		22
	$	176	$	(73	)

Net income (loss) per unit attributable to limited partners:
Basic:
Continuing operations	$	0.22	$	(0.12	)
Discontinued operations	—		0.03
	$	0.22	$	(0.09	)
Weighted average limited partner units - basic	38,641		38,682
Diluted:
Continuing operations	$	0.22	$	(0.12	)
Discontinued operations	—		0.03
	$	0.22	$	(0.09	)
Weighted average limited partner units - diluted	38,644		38,682


				Partners’ Capital (Deficit)																		Partners’ Capital (Deficit)
	Parent Net Investment			Common Limited					General Partner Amount									Parent Net Investment				Common Limited											General Partner Amount
				Units		Amount						Total										Units			Amount											Total
Balances - January 1, 2019	$	23,720		39,032,237		$	258,085			$	6,627			$	288,432		Balances - January 1, 2019			$	23,720			39,032,237			$	258,085			$	6,627			$	288,432
Net loss	—			—		(3,583		)	(73		)		(3,656		)	Net loss			—				—			(177,956)				(3,632)				(181,588)
Issuance of common units, net																Issuance of common units, net		—				—			(289)				—				(289)
Issuance of restricted units	—			16,944		—			—				—			Issuance of restricted units		—				16,944			—				—				0
Forfeiture of restricted units	—			(118,087	)	—			—				—			Forfeiture of restricted units		—				(154,288)			—				—				0

Cash distributions	—			—		(19,221		)	(392		)		(19,613		)	Cash distributions		—				—			(38,480)				(785)				(39,265)
Unit-based compensation	—			—		352			—				352			Unit-based compensation		—				—			1,064				—				1,064
Purchase of treasury units	—			(31,504	)	(392		)	—				(392		)	Purchase of treasury units		—				(31,504)			(392)				—				(392)
Excess purchase price over carrying value of acquired assets	—			—		(102,393		)	—				(102,393		)	Excess purchase price over carrying value of acquired assets		—				—			(102,393)				—				(102,393)
Deferred taxes on acquired assets and liabilities	—			—		24,781			—				24,781			Deferred taxes on acquired assets and liabilities		—				—			24,781				—				24,781
Contribution to parent	(23,720		)	—		—			—				(23,720		)	Contribution to parent		(23,720)				—			—				—				(23,720)
Balances - March 31, 2019	$	—		38,899,590		$	157,629		$	6,162			$	163,791
Balances - September 30, 2019																Balances - September 30, 2019		$	0			38,863,389			$	(35,580)			$	2,210			$	(33,370)

Balances - January 1, 2020	$	—		38,863,389		$	(38,342	)	$	2,146			$	(36,196	)	Balances - January 1, 2020		$	0			38,863,389			$	(38,342)			$	2,146			$	(36,196)
Net income	—			—		8,639			176				8,815			Net income		—				—			(4,123)				(84)				(4,207)

Issuance of restricted units	—			81,000		—			—				—			Issuance of restricted units		—				81,000			—				—				0
Forfeiture of restricted units	—			(84,134	)	—			—				—			Forfeiture of restricted units		—				(84,134)			—				—				0

Cash distributions	—			—		(2,408		)	(49		)		(2,457		)	Cash distributions		—				—			(5,019)				(102)				(5,121)
Unit-based compensation	—			—		346			—				346			Unit-based compensation		—				—			1,070				—				1,070

Purchase of treasury units	—			(7,748	)	(9		)	—				(9		)	Purchase of treasury units		—				(7,748)			(9)				—				(9)
Balances - March 31, 2020	$	—		38,852,507		$	(31,774	)	$	2,273			$	(29,501	)
Balances - September 30, 2020																Balances - September 30, 2020		$	0			38,852,507			$	(46,423)			$	1,960			$	(44,463)



	Three Months Ended March 31, 2019

Total revenues	$	10,934
Total costs and expenses and other, net, excluding depreciation and amortization	(5,751		)
Depreciation and amortization	(4,081		)
Income from discontinued operations before income taxes	1,102
Income tax expense	—
Income from discontinued operations, net of income taxes	$	1,102


	September 30, 2020		December 31, 2019

Terminalling and storage	$	0	$	3,552
Transportation	0		1,500
Assets held for sale	$	0	$	5,052


	2020		2021		2022		2023		2024		Thereafter		Total
Terminalling and storage
Throughput and storage	$	11,575	$	43,273	$	40,394	$	41,605	$	42,854	$	338,338	$	518,039
Sulfur services
Sulfur product sales	4,327		17,025		14,879		13,834		975		975		52,015
Total	$	15,902	$	60,298	$	55,273	$	55,439	$	43,829	$	339,313	$	570,054


	September 30, 2020		December 31, 2019
Natural gas liquids	$	45,261	$	19,097
Sulfur	2,835		4,586
Fertilizer	8,894		15,852
Lubricants	16,544		18,925
Other	4,190		4,080
	$	77,724	$	62,540


							September 30, 2020		December 31, 2019
	March 31, 2020			December 31, 2019
$400,000 Revolving credit facility at variable interest rate (3.93%¹ weighted average at March 31, 2020), due August 2023⁴secured 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 $4,457 and $4,586, respectively²	$	165,543		$	196,414
$400,000 Senior notes, 7.25% interest, net of unamortized debt issuance costs of $599 and $770, respectively, including unamortized premium of $267 and $344, respectively, issued $250,000 February 2013 and $150,000 April 2014, $26,200 repurchased during 2015, $9,344 repurchased during 2020, due February 2021, unsecured^2,3,4,5	364,124			373,374
$300,000 Revolving credit facility at variable interest rate (4.75%¹ weighted average at September 30, 2020), due August 2023⁴secured 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 $4,030 and $4,586, respectively ^2,6						$300,000 Revolving credit facility at variable interest rate (4.75%¹ weighted average at September 30, 2020), due August 2023⁴secured 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 $4,030 and $4,586, respectively ^2,6	$	200,970	$	196,414
$400,000 Senior notes, 7.25% interest, net of unamortized debt issuance costs of $0 and $770, respectively, including unamortized premium of $0 and $344, respectively, issued $250,000 February 2013 and $150,000 April 2014, $26,200 repurchased during 2015, $9,344 repurchased during 2020, and $335,666 refinanced as part of the August 2020 Exchange offer, due February 2021, unsecured ^2,3,4,5						$400,000 Senior notes, 7.25% interest, net of unamortized debt issuance costs of $0 and $770, respectively, including unamortized premium of $0 and $344, respectively, issued $250,000 February 2013 and $150,000 April 2014, $26,200 repurchased during 2015, $9,344 repurchased during 2020, and $335,666 refinanced as part of the August 2020 Exchange offer, due February 2021, unsecured ^2,3,4,5	28,790		373,374
$53,750 Senior notes, 10.0% interest, net of unamortized debt issuance costs of $3,864 and $0, respectively, due February 2024 ^2,3,4						$53,750 Senior notes, 10.0% interest, net of unamortized debt issuance costs of $3,864 and $0, respectively, due February 2024 ^2,3,4	49,886		0
$291,970 Senior notes, 11.5% interest, net of unamortized debt issuance costs of $1,824 and $0, respectively, due February 2025 ^2,3,4						$291,970 Senior notes, 11.5% interest, net of unamortized debt issuance costs of $1,824 and $0, respectively, due February 2025 ^2,3,4	290,146		0
Total	529,667			569,788		Total	569,792		569,788
Less: current portion	(364,124		)	—		Less: current portion	(28,790)		0
Total long-term debt, net of current portion	$	165,543		$	569,788	Total long-term debt, net of current portion	$	541,002	$	569,788

Current installments of finance lease obligations	$	5,114		$	6,758	Current installments of finance lease obligations	$	3,189	$	6,758
Finance lease obligations	526			717		Finance lease obligations	348		717
Total finance lease obligations	$	5,640		$	7,475	Total finance lease obligations	$	3,537	$	7,475


	September 30, 2020		December 31, 2019
Operating Leases
Operating lease right-of-use assets	$	23,201	$	23,901

Current portion of operating lease liabilities included in "Other accrued liabilities"	$	7,645	$	7,722
Operating lease liabilities	$	16,005	16,656
Total operating lease liabilities	$	23,650	$	24,378

Finance Leases
Property, plant and equipment, at cost	$	10,352	$	15,367
Accumulated depreciation	$	(3,453)	(3,941)
Property, plant and equipment, net	$	6,899	$	11,426

Current installments of finance lease obligations	$	3,189	$	6,758
Finance lease obligations	$	348	717
Total finance lease obligations	$	3,537	$	7,475


	Operating Leases		Finance Leases
Year 1	$	8,603	$	3,246
Year 2	6,309		252
Year 3	3,666		109
Year 4	1,717		0
Year 5	1,128		0
Thereafter	6,069		0
Total	$	27,492	$	3,607
Less amounts representing interest costs	(3,842)		(70)
Total lease liability	$	23,650	$	3,537


	September 30, 2020		December 31, 2019
Accrued interest	$	5,737	$	10,761
Asset retirement obligations	0		25
Property and other taxes payable	4,623		5,411
Accrued payroll	3,945		3,011
Operating lease liabilities	7,645		7,722
Other	1,203		1,859
	$	23,153	$	28,789



	March 31, 2020

Beginning asset retirement obligations	$	8,936
Additions to asset retirement obligations	379
Accretion expense	102
Liabilities settled	(510		)
Ending asset retirement obligations	8,907
Current portion of asset retirement obligations¹	—
Long-term portion of asset retirement obligations²	$	8,907


	Fair Values of Derivative Instruments in the Consolidated and Condensed Balance Sheets											Fair Values of Derivative Instruments in the Consolidated and Condensed Balance Sheets
	Derivative Assets					Derivative Liabilities						Derivative Assets								Derivative Liabilities
		Fair Values					Fair Values						Fair Values							Fair Values
	Balance Sheet Location	March 31, 2020		December 31, 2019		Balance Sheet Location	March 31, 2020		December 31, 2019			Balance Sheet Location	September 30, 2020		December 31, 2019		Balance Sheet Location	September 30, 2020		December 31, 2019
Derivatives not designated as hedging instruments:	Current:										Derivatives not designated as hedging instruments:	Current:
Commodity contracts	Fair value of derivatives	$	2	$	—	Fair value of derivatives	$	—	$	667	Commodity contracts	Fair value of derivatives	$	0	$	0	Fair value of derivatives	$	391	$	667
Total derivatives not designated as hedging instruments		$	2	$	—		$	—	$	667	Total derivatives not designated as hedging instruments		$	0	$	0		$	391	$	667


	Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives						Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
		2020		2019					2020				2019
Derivatives not designated as hedging instruments:							Derivatives not designated as hedging instruments:
Commodity contracts	Cost of products sold	$	33	$	(239	)	Commodity contracts	Cost of products sold	$	(134)			$	2,602
Total effect of derivatives not designated as hedging instruments	Total effect of derivatives not designated as hedging instruments	$	33	$	(239	)	Total effect of derivatives not designated as hedging instruments				$	(134)			$	2,602


	Number of Units		Weighted Average Grant-Date Fair Value Per Unit
Non-vested, beginning of period	379,019		$	13.91
Granted (TBRU)	81,000		$	2.53

Vested	(101,128)		$	13.95
Forfeited	(84,134)		$	13.90
Non-Vested, end of period	274,757		$	10.54

Aggregate intrinsic value, end of period	$	321


◦	~~distributing fuel oil, 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;~~


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


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



Three Months Ended March 31, 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	$	51,134	$	(1,726	)	$	49,408	$	7,456	$	758		$	3,745
Transportation	45,174		(6,233		)	38,941		4,280		(5,021		)	3,926
Sulfur services	28,336		(13		)	28,323		2,894		13,858			2,985
Natural gas liquids	82,215		(4		)	82,211		609		10,377			105
Indirect selling, general and administrative	—		—			—		—		(4,372		)	—
Total	$	206,859	$	(7,976	)	$	198,883	$	15,239	$	15,600		$	10,761


	September 30, 2020		December 31, 2019
Total assets:
Terminalling and storage	$	274,043	$	292,136
Transportation	159,973		170,045
Sulfur services	99,314		110,780
Natural gas liquids	93,010		94,195
Total assets	$	626,340	$	667,156


	Level 2
	September 30, 2020		December 31, 2019
Commodity derivative contracts, net	$	(391)	$	(667)


	September 30, 2020						December 31, 2019
	Carrying Value		Fair Value		Carrying Value		Fair Value
2021 Notes	$	28,790	$	27,588	$	373,374	$	343,470
2024 Notes	$	49,886	$	54,407	$	0	$	0
2025 Notes	$	290,146	$	261,474	$	0	$	0
Total	$	368,822	$	343,469	$	373,374	$	343,470



Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations


	Payments due by period
Type of Obligation	Total Obligation		Less than One Year		1-3 Years		3-5 Years		Due Thereafter
Revolving credit facility	$	205,000	$	—	$	—	$	205,000	$	—
7.25% senior unsecured notes, due 2021	28,790		28,790		—		—		—
11.5% senior secured notes, due 2025	291,970		—		—		291,970		—
10.0% senior secured notes, due 2024	53,750		—		—		53,750		—
Throughput commitment	10,487		6,244		4,243		—		—
Operating leases	27,492		8,603		9,975		2,845		6,069
Finance lease obligations	3,537		3,189		348		—		—
Interest payable on finance lease obligations	70		57		13		—		—
Interest payable on fixed long-term debt obligations	167,445		39,735		77,903		49,807		—
Total contractual cash obligations	$	788,541	$	86,618	$	92,482	$	603,372	$	6,069


Leverage Ratio	Base Rate Loans		Eurodollar Rate Loans		Letters of Credit		Leverage Ratio	Base Rate Loans		Eurodollar Rate Loans		Letters of Credit
Less than 3.00 to 1.00	1.25	%	2.25	%	2.25	%	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	1.50	%	2.50	%	2.50	%	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	1.75	%	2.75	%	2.75	%	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	2.00	%	3.00	%	3.00	%	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	2.25	%	3.25	%	3.25	%	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	2.50	%	3.50	%	3.50	%	Greater than or equal to 5.00 to 1.00	3.00	%	4.00	%	4.00	%



Item 3.			Quantitative and Qualitative Disclosures about Market Risk


Exhibit Number		Exhibit Name

~~Exhibit~~ ~~Number~~ 3.1		~~Exhibit Name~~

~~3.1~~	Certificate of Limited Partnership of Martin Midstream Partners L.P. (the "Partnership"), dated June 21, 2002 (filed as Exhibit 3.1 to the Partnership's Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
3.2		Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated November 25, 2009 (filed as Exhibit 10.1 to the Partnership's Amendment to Current Report on Form 8-K/A (SEC File No. 000-50056), filed January 19, 2010, and incorporated herein by reference).
3.3		Amendment No. 2 to the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated January 31, 2011 (filed as Exhibit 3.1 to the Partnership's Current Report on Form 8-K (SEC File No. 000-50056), filed February 1, 2011, and incorporated herein by reference).
3.4		Amendment No. 3 to the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated October 2, 2012 (filed as Exhibit 10.5 to the Partnership's Current Report on Form 8-K (SEC File No. 000-50056), filed October 9, 2012, and incorporated herein by reference).
3.5		Certificate of Limited Partnership of Martin Operating Partnership L.P. (the "Operating Partnership"), dated June 21, 2002 (filed as Exhibit 3.3 to the Partnership's Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
3.6		Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated November 6, 2002 (filed as Exhibit 3.2 to the Partnership's Current Report on Form 8-K (SEC File No. 000-50056), filed November 19, 2002, and incorporated herein by reference).
3.7		Certificate of Formation of Martin Midstream GP LLC (the "General Partner"), dated June 21, 2002 (filed as Exhibit 3.5 to the Partnership's Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
3.8		Amended and Restated Limited Liability Company Agreement of the General Partner, dated August 30, 2013 (filed as Exhibit 3.1 to the Partnership's Current Report on Form 8-K (Reg. No. 000-50056), filed September 3, 2013, and incorporated herein by reference).
3.9		Certificate of Formation of Martin Operating GP LLC (the "Operating General Partner"), dated June 21, 2002 (filed as Exhibit 3.7 to the Partnership's Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
3.10		Limited Liability Company Agreement of the Operating General Partner, dated June 21, 2002 (filed as Exhibit 3.8 to the Partnership's Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
3.11		Certificate of Formation of Arcadia Gas Storage, LLC, dated June 26, 2006 (filed as Exhibit 3.11 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.12		Company Agreement of Arcadia Gas Storage, LLC, dated December 27, 2006 (filed as Exhibit 3.12 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.13		Amendment to the Company Agreement of Arcadia Gas Storage, LLC, dated September 5, 2014 (filed as Exhibit 3.13 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.14		Certificate of Formation of Cadeville Gas Storage LLC, dated May 23, 2008 (filed as Exhibit 3.14 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.15		Limited Liability Company Agreement of Cadeville Gas Storage LLC, dated May 23, 2008 (filed as Exhibit 3.15 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.16		First Amendment to the Limited Liability Company Agreement of Cadeville Gas Storage LLC, dated April 16, 2012 (filed as Exhibit 3.16 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.17		Second Amendment to the Limited Liability Company Agreement of Cadeville Gas Storage LLC, dated September 5, 2014 (filed as Exhibit 3.17 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.18		Certificate of Formation of Monroe Gas Storage Company, LLC, dated June 14, 2006 (filed as Exhibit 3.18 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).



3.19						Amended and Restated Limited Liability Company Agreement of Monroe Gas Storage Company, LLC, dated May 31, 2011 (filed as Exhibit 3.19 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.20						First Amendment to the Amended and Restated Limited Liability Company Agreement of Monroe Gas Storage Company, LLC, dated September 5, 2014 (filed as Exhibit 3.20 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.21						Certificate of Formation of Perryville Gas Storage LLC, dated May 23, 2008.(filed as Exhibit 3.21 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.22						Limited Liability Company Agreement of Perryville Gas Storage LLC, dated June 16, 2008 (filed as Exhibit 3.22 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.23						First Amendment to the Limited Liability Company Agreement of Perryville Gas Storage LLC, dated April 14, 2010 (filed as Exhibit 3.23 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.24						Second Amendment to the Limited Liability Company Agreement of Perryville Gas Storage LLC, dated September 5, 2014 (filed as Exhibit 3.24 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.25						Certificate of Formation of Cardinal Gas Storage Partners LLC, dated April 2, 2008 (filed as Exhibit 3.25 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.26						Third Amended and Restated Limited Liability Company Agreement of Cardinal Gas Storage Partners LLC (F/K/A Redbird Gas Storage LLC) dated October 27, 2014 (filed as Exhibit 3.26 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
3.27						Certificate of Formation of Redbird Gas Storage LLC, dated May 24, 2011 (filed as Exhibit 3.27 to the Partnership's Annual Report on Form 10-K (SEC File No. 000-50056), filed March 2, 2015, and incorporation herein by reference).
3.28						Second Amended and Restated LLC Agreement of Redbird Gas Storage LLC, dated as of October 2, 2012. (filed as Exhibit 10.6 to the Partnership's Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed November 5, 2012, and incorporated herein by reference).
3.29						Certificate of Merger of Cardinal Gas Storage Partners LLC with and into Redbird Gas Storage LLC, dated October 27, 2014 (filed as Exhibit 3.27 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014, and incorporated herein by reference).
~~10.1~~4.1						~~Tenth Amendment~~Fifth Supplemental Indenture, to ~~Third Amended and Restated Credit Agreement, executed~~the Indenture dated February 11, 2013, dated as of ~~March 2,~~August 11, 2020, by and among ~~Martin Operating~~the Partnership, ~~L.P., a ‎Delaware limited partnership, as borrower,~~ Martin Midstream ~~‎Partners L.P.~~Finance Corp., ~~a Delaware limited partnership,~~ the ~~other Loan Parties party t‎hereto, the Lenders party thereto,~~Guarantors named therein and ~~Royal~~Wells Fargo Bank, ~~Of Canada,~~National Association, as ~~‎administrative agent and collateral agent for the Lenders and as an ‎L/C Issuer and a Lender~~trustee (filed as Exhibit ~~10.1~~4.1 to the Partnership's Current Report on Form 8-K (SEC File No. 000-50056), filed ~~March 6,~~August 12, 2020 and incorporated herein by reference).‎
31.1*4.2						Indenture (including form of 11.50% Senior Secured Second Lien Notes due 2025), dated as of August 12, 2020, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein, U.S. Bank National Association as trustee, and U.S. Bank National Association as collateral trustee (filed as Exhibit 4.2 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed August 12, 2020 and incorporated herein by reference).
4.3						Indenture (including form of 10.00% Senior Secured 1.5 Lien Notes due 2024), dated as of August 12, 2020, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein, U.S. Bank National Association as trustee, and U.S. Bank National Association as collateral trustee (filed as Exhibit 4.3 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed August 12, 2020 and incorporated herein by reference).
10.1						Eleventh Amendment to Third Amended and Restated Credit Agreement, executed as of July 8, 2020, by and among Martin Operating Partnership L.P., a Delaware limited partnership, as borrower, Martin Midstream Partners L.P., a Delaware limited partnership, the other Loan Parties party thereto, the Lenders party thereto, and Royal Bank of Canada, as administrative agent and collateral agent for the Lenders and as an L/C Issuer and a Lender (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed July 9, 2020, and incorporated herein by reference).
10.2**						Backstop Agreement, dated as of July 9, 2020, among Martin Midstream Partners L.P., Martin Midstream Finance Corp., the other Credit Parties party thereto, and the backstop parties party thereto (filed as Exhibit 10.2 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed July 9, 2020, and incorporated herein by reference).


10.3*						Retention Bonus Agreement, dated as of August 28, 2020, among Martin Operating Partnership and certain Named Executive Officers, the material provisions of which were disclosed in item 5.02 on Form 8-K (SEC File No. 000-50056), filed September 3, 2020.
31.1*						Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*						Certification of Chief Executive Officer pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC Release 34-47551, this Exhibit is furnished to the SEC and shall not be deemed to be "filed."
32.2*						Certification of Chief Financial Officer pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC Release 34-47551, this Exhibit is furnished to the SEC and shall not be deemed to be "filed."
101						Inline Interactive Data: the following financial information from Martin Midstream Partners L.P.’s Quarterly Report on Form 10-Q for the fiscal quarter ended ~~March 31,~~September 30, 2020, 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).