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Martin Midstream Partners Reports Third Quarter 2023 Financial Results and Declares Quarterly Cash Distribution

  • Total adjusted leverage of 3.95 times as of September 30, 2023
  • Reported net loss of $1.1 million and $5.1 million for the three and nine months ended September 30, 2023, respectively, which includes a $5.1 million impact from the loss on extinguishment of debt for the nine months ended September 30, 2023
  • Reported adjusted EBITDA of $26.2 million and $88.6 million, after giving effect to the May 2023 exit of the butane optimization business, which incurred adjusted EBITDA of zero and negative adjusted EBITDA of $15.1 million, for the three and nine months ended September 30, 2023, respectively
  • Reaffirms 2023 Annual Adjusted EBITDA Guidance of $115.4 million
  • Declares quarterly cash distribution of $0.005 per common unit for the quarter ended September 30, 2023, or $0.020 per common unit annually

Martin Midstream Partners L.P. (Nasdaq:MMLP) (“MMLP” or the "Partnership") today announced its financial results for the third quarter of 2023.

Bob Bondurant, President and Chief Executive Officer of Martin Midstream GP LLC, the general partner of the Partnership, stated, “The Partnership’s financial results for the third quarter met guidance as both the Specialty Products and Sulfur Services segments outperformed but were offset by the Transportation segment as certain industrial customers experienced challenges that negatively impacted the ground transportation business. Our full year 2023 adjusted EBITDA outlook, which does not include losses related to the butane optimization business, remains unchanged at $115.4 million, confirming the recent operational restructuring of our refinery services business model to deliver stable and sustainable cash flows. Looking to the future, we anticipate increased earnings related to the joint venture with Samsung C&T America and Dongjin USA, even as delays in the construction of semiconductor manufacturing facilities may result in deferred demand for electronic level sulfuric acid.

“During the first nine months of 2023, the Partnership, utilizing free cash flow and a significant reduction in working capital due to the exit from the butane optimization business, reduced total debt by $53.6 million. As a result, adjusted leverage was decreased to 3.95 times at September 30, 2023 compared to 4.53 times at December 31, 2022.”

THIRD QUARTER 2023 OPERATING RESULTS BY BUSINESS SEGMENT

TERMINALLING AND STORAGE (“T&S”)

T&S operating income (loss) for the three months ended September 30, 2023 and 2022 was $3.1 million and ($0.1) million, respectively.

Adjusted segment EBITDA for T&S was $8.2 million and $6.2 million for the three months ended September 30, 2023 and 2022, respectively, reflecting contractual index-based fee increases combined with reduced operating expenses across our divisions.

TRANSPORTATION

Transportation operating income for the three months ended September 30, 2023 and 2022 was $6.7 million and $12.1 million, respectively.

Adjusted segment EBITDA for Transportation was $9.5 million and $15.1 million for the three months ended September 30, 2023 and 2022, respectively, primarily reflecting increased expenses combined with lower mileage in our land transportation division.

SULFUR SERVICES

Sulfur Services operating income (loss) for the three months ended September 30, 2023 and 2022 was $2.7 million and ($6.7) million, including a ($3.3) million inventory valuation write down, respectively.

Adjusted segment EBITDA for Sulfur Services was $5.4 million and ($4.2) million for the three months ended September 30, 2023 and 2022, respectively, reflecting increased volumes and margins in both our fertilizer and sulfur businesses.

SPECIALTY PRODUCTS

Specialty Products operating income (loss) for the three months ended September 30, 2023 and 2022 was $6.0 million and ($13.3) million, respectively. Included in the Specialty Products results is an operating loss of $20.0 million for the three months ended September 30, 2022, attributable to the butane optimization business.

Adjusted segment EBITDA for Specialty Products was $6.8 million and $6.0 million for the three months ended September 30, 2023 and 2022, respectively. Included in the Specialty Products results is negative adjusted EBITDA of ($1.6) million for the three months ended September 30, 2022, attributable to the butane optimization business. Adjusted Segment EBITDA for Specialty Products after giving effect to the May 2023 exit of the butane optimization business was $6.8 million and $7.6 million for the three months ended September 30, 2023 and 2022, respectively, reflecting reduced NGL margins.

UNALLOCATED SELLING, GENERAL AND ADMINISTRATIVE EXPENSE (“USGA”)

USGA expenses included in operating income for the three months ended September 30, 2023 and 2022 were $3.8 million and $4.3 million, respectively.

USGA expenses included in adjusted EBITDA for the three months ended September 30, 2023 and 2022 were $3.8 million and $4.2 million, respectively, reflecting a reduction in employee-related expenses.

CAPITALIZATION

At September 30, 2023, the Partnership had $462.5 million of total debt outstanding, including $62.5 million drawn on its $175 million revolving credit facility maturing in 2027 and $400 million of senior secured second lien notes due 2028. At September 30, 2023, the Partnership had liquidity of approximately $84.1 million from available capacity under its revolving credit facility. The Partnership’s leverage ratio, as calculated under the revolving credit facility, was 3.95 times at September 30, 2023, compared to 4.14 times at June 30, 2023, a reduction of 0.19 times. The Partnership was in compliance with all debt covenants as of September 30, 2023.

QUARTERLY CASH DISTRIBUTION

The Partnership has declared a quarterly cash distribution of $0.005 per unit for the quarter ended September 30, 2023. The distribution is payable on November 14, 2023 to common unitholders of record as of the close of business on November 7, 2023. The ex-dividend date for the cash distribution is November 6, 2023.

QUALIFIED NOTICE TO NOMINEES

Partnership:

Martin Midstream Partners L.P.

Unit Class:

Common

CUSIP #:

573331105

RE:

Qualified Notice Pursuant to U.S. Treasury Regulation §1.1446-4

Record Date:

November 7, 2023

Payable Date:

November 14, 2023

Per Unit Amount:

$0.005

Section I: This announcement is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of the Partnership's distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, the Partnership's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.

Section II: The entire amount of the distribution realized per U.S. Treasury Regulation 1.1446(f)-4(c)(2)(iii) is in excess of cumulative net taxable income.

RESULTS OF OPERATIONS

The Partnership had a net loss for the three months ended September 30, 2023 of $1.1 million, a loss of $0.03 per limited partner unit. The Partnership had a net loss for the three months ended September 30, 2022 of $28.0 million, a loss of $0.71 per limited partner unit. Adjusted EBITDA for the three months ended September 30, 2023 was $26.2 million compared to $18.8 million for the three months ended September 30, 2022. Adjusted EBITDA after giving effect to the May 2023 exit of the butane optimization business for the three months ended September 30, 2023 was $26.2 million compared to $20.4 million for the three months ended September 30, 2022. Net cash provided by (used in) operating activities for the three months ended September 30, 2023 was $7.3 million, compared to ($45.2) million for the three months ended September 30, 2022. Distributable cash flow for the three months ended September 30, 2023 was $5.0 million compared to $(2.0) million for the three months ended September 30, 2022.

The Partnership had a net loss for the nine months ended September 30, 2023 of $5.1 million, a loss of $0.13 per limited partner unit. The Partnership had a net loss for the nine months ended September 30, 2022 of $10.0 million, a loss of $0.25 per limited partner unit. Adjusted EBITDA for the nine months ended September 30, 2023 was $73.4 million compared to $97.1 million for the nine months ended September 30, 2022. Adjusted EBITDA after giving effect to the May 2023 exit of the butane optimization business for the nine months ended September 30, 2023 was $88.6 million compared to $93.6 million for the nine months ended September 30, 2022. Net cash provided by (used in) operating activities for the nine months ended September 30, 2023 was $106.1 million compared to ($16.8) million for the nine months ended September 30, 2022. Distributable cash flow for the nine months ended September 30, 2023 was $24.2 million compared to $36.1 million for the nine months ended September 30, 2022.

Revenues for the three months ended September 30, 2023 were $176.7 million compared to $229.3 million for the three months ended September 30, 2022. Revenues for the nine months ended September 30, 2023 were $616.9 million compared to $775.5 million for the nine months ended September 30, 2022.

EBITDA, adjusted EBITDA, distributable cash flow and adjusted free cash flow are non-GAAP financial measures which are explained in greater detail below under the heading "Use of Non-GAAP Financial Information." The Partnership has also included below a table entitled "Reconciliation of EBITDA, Adjusted EBITDA, Distributable Cash Flow and Adjusted Free Cash Flow" in order to show the components of these non-GAAP financial measures and their reconciliation to the most comparable GAAP measurement.

An attachment included in the Current Report on Form 8-K to which this announcement is included contains a comparison of the Partnership’s adjusted EBITDA for the third quarter 2023 to the Partnership's adjusted EBITDA guidance for the third quarter 2023.

Investors' Conference Call

Date: Thursday, October 19, 2023

Time: 8:00 a.m. CT (please dial in by 7:55 a.m.)

Dial In #: (888) 330-2384

Conference ID: 8536096

Replay Dial In # (800) 770-2030 – Conference ID: 8536096

A webcast of the conference call along with the Third Quarter 2023 Earnings Summary will also be available by visiting the Events and Presentations section under Investor Relations on our website at www.MMLP.com.

About Martin Midstream Partners

MMLP, headquartered in Kilgore, Texas, is a publicly traded limited partnership with a diverse set of operations focused primarily in the Gulf Coast region of the United States. MMLP’s primary business lines include: (1) terminalling, processing, and storage services for petroleum products and by-products; (2) land and marine transportation services for petroleum products and by-products, chemicals, and specialty products; (3) sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and (4) marketing, distribution, and transportation services for natural gas liquids and blending and packaging services for specialty lubricants and grease. To learn more, visit www.MMLP.com. Follow Martin Midstream Partners L.P. on LinkedIn, Facebook, and X.

Forward-Looking Statements

Statements about the Partnership’s outlook and all other statements in this release other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements and all references to financial estimates rely on a number of assumptions concerning future events and are subject to a number of uncertainties, including (i) the effects of the continued volatility of commodity prices and the related macroeconomic and political environment and (ii) other factors, many of which are outside its control, which could cause actual results to differ materially from such statements. While the Partnership believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in anticipating or predicting certain important factors. A discussion of these factors, including risks and uncertainties, is set forth in the Partnership’s annual and quarterly reports filed from time to time with the Securities and Exchange Commission (the “SEC”). The Partnership disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events, or otherwise except where required to do so by law.

Use of Non-GAAP Financial Information

To assist management in assessing our business, we use the following non-GAAP financial measures: earnings before interest, taxes, and depreciation and amortization ("EBITDA"), adjusted EBITDA (as defined below), distributable cash flow available to common unitholders (“distributable cash flow”), and free cash flow after growth capital expenditures and principal payments under finance lease obligations ("adjusted free cash flow"). Our management uses a variety of financial and operational measurements other than our financial statements prepared in accordance with U.S. GAAP to analyze our performance.

Certain items excluded from EBITDA and adjusted EBITDA are significant components in understanding and assessing an entity's financial performance, such as cost of capital and historical costs of depreciable assets.

EBITDA and adjusted EBITDA. We define adjusted EBITDA as EBITDA before unit-based compensation expenses, gains and losses on the disposition of property, plant and equipment, impairment and other similar non-cash adjustments. Adjusted EBITDA is used as a supplemental performance and liquidity measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts, and others, to assess:

  • the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis;
  • the ability of our assets to generate cash sufficient to pay interest costs, support our indebtedness, and make cash distributions to our unitholders; and
  • our operating performance and return on capital as compared to those of other companies in the midstream energy sector, without regard to financing methods or capital structure.

The GAAP measures most directly comparable to adjusted EBITDA are net income (loss) and net cash provided by (used in) operating activities. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss), operating income (loss), net cash provided by (used in) operating activities, or any other measure of financial performance presented in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate adjusted EBITDA in the same manner.

Adjusted EBITDA does not include interest expense, income tax expense, and depreciation and amortization. Because we have borrowed money to finance our operations, interest expense is a necessary element of our costs and our ability to generate cash available for distribution. Because we have capital assets, depreciation and amortization are also necessary elements of our costs. Therefore, any measures that exclude these elements have material limitations. To compensate for these limitations, we believe that it is important to consider net income (loss) and net cash provided by (used in) operating activities as determined under GAAP, as well as adjusted EBITDA, to evaluate our overall performance.

Distributable cash flow. We define distributable cash flow as net cash provided by (used in) operating activities less cash received (plus cash paid) for closed commodity derivative positions included in Accumulated Other Comprehensive Income (Loss), plus changes in operating assets and liabilities which (provided) used cash, less maintenance capital expenditures and plant turnaround costs. Distributable cash flow is a significant performance measure used by our management and by external users of our financial statements, such as investors, commercial banks and research analysts, to compare basic cash flows generated by us to the cash distributions we expect to pay unitholders. Distributable cash flow is also an important financial measure for our unitholders since it serves as an indicator of our success in providing a cash return on investment. Specifically, this financial measure indicates to investors whether or not we are generating cash flow at a level that can sustain or support an increase in our quarterly distribution rates. Distributable cash flow is also a quantitative standard used throughout the investment community with respect to publicly-traded partnerships because the value of a unit of such an entity is generally determined by the unit's yield, which in turn is based on the amount of cash distributions the entity pays to a unitholder.

Adjusted free cash flow. We define adjusted free cash flow as distributable cash flow less growth capital expenditures and principal payments under finance lease obligations. Adjusted free cash flow is a significant performance measure used by our management and by external users of our financial statements and represents how much cash flow a business generates during a specified time period after accounting for all capital expenditures, including expenditures for growth and maintenance capital projects. We believe that adjusted free cash flow is important to investors, lenders, commercial banks and research analysts since it reflects the amount of cash available for reducing debt, investing in additional capital projects, paying distributions, and similar matters. Our calculation of adjusted free cash flow may or may not be comparable to similarly titled measures used by other entities.

The GAAP measure most directly comparable to distributable cash flow and adjusted free cash flow is net cash provided by (used in) operating activities. Distributable cash flow and adjusted free cash flow should not be considered alternatives to, or more meaningful than, net income (loss), operating income (loss), Net cash provided by (used in) operating activities, or any other measure of liquidity presented in accordance with GAAP. Distributable cash flow and adjusted free cash flow have important limitations because they exclude some items that affect net income (loss), operating income (loss), and net cash provided by (used in) operating activities. Distributable cash flow and adjusted free cash flow may not be comparable to similarly titled measures of other companies because other companies may not calculate these non-GAAP metrics in the same manner. To compensate for these limitations, we believe that it is important to consider net cash provided by (used in) operating activities determined under GAAP, as well as distributable cash flow and adjusted free cash flow, to evaluate our overall liquidity.

MMLP-F

MARTIN MIDSTREAM PARTNERS L.P.

CONSOLIDATED AND CONDENSED BALANCE SHEETS

(Dollars in thousands)

 

 

September 30, 2023

 

December 31, 2022

 

(Unaudited)

 

(Audited)

Assets

 

 

 

Cash

$

54

 

 

$

45

 

Accounts and other receivables, less allowance for doubtful accounts of $496 and $496, respectively

 

60,451

 

 

 

79,641

 

Inventories

 

41,699

 

 

 

109,798

 

Due from affiliates

 

2,096

 

 

 

8,010

 

Other current assets

 

7,647

 

 

 

13,633

 

Total current assets

 

111,947

 

 

 

211,127

 

 

 

 

 

Property, plant and equipment, at cost

 

909,946

 

 

 

903,535

 

Accumulated depreciation

 

(602,834

)

 

 

(584,245

)

Property, plant and equipment, net

 

307,112

 

 

 

319,290

 

 

 

 

 

Goodwill

 

16,671

 

 

 

16,671

 

Right-of-use assets

 

58,174

 

 

 

34,963

 

Deferred income taxes, net

 

12,064

 

 

 

14,386

 

Other assets, net

 

1,933

 

 

 

2,414

 

Total assets

$

507,901

 

 

$

598,851

 

 

 

 

 

Liabilities and Partners’ Capital (Deficit)

 

 

 

Current installments of long-term debt and finance lease obligations

$

 

 

$

9

 

Trade and other accounts payable

 

43,909

 

 

 

68,198

 

Product exchange payables

 

775

 

 

 

32

 

Due to affiliates

 

8,143

 

 

 

8,947

 

Income taxes payable

 

461

 

 

 

665

 

Other accrued liabilities

 

27,687

 

 

 

33,074

 

Total current liabilities

 

80,975

 

 

 

110,925

 

 

 

 

 

Long-term debt, net

 

439,824

 

 

 

512,871

 

Operating lease liabilities

 

44,108

 

 

 

26,268

 

Other long-term obligations

 

7,973

 

 

 

8,232

 

Total liabilities

 

572,880

 

 

 

658,296

 

 

 

 

 

Commitments and contingencies

 

 

 

Partners’ capital (deficit)

 

(64,979

)

 

 

(59,445

)

Total liabilities and partners' capital (deficit)

$

507,901

 

 

$

598,851

 

MARTIN MIDSTREAM PARTNERS L.P.

CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per unit amounts)

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Revenues:

 

 

 

 

 

 

 

Terminalling and storage *

$

22,202

 

 

$

19,988

 

 

$

64,744

 

 

$

59,808

 

Transportation *

 

55,223

 

 

 

58,993

 

 

 

165,696

 

 

 

161,535

 

Sulfur services

 

3,358

 

 

 

3,085

 

 

 

10,073

 

 

 

9,253

 

Product sales: *

 

 

 

 

 

 

 

Specialty products

 

66,695

 

 

 

121,456

 

 

 

277,836

 

 

 

409,215

 

Sulfur services

 

29,219

 

 

 

25,783

 

 

 

98,513

 

 

 

135,691

 

 

 

95,914

 

 

 

147,239

 

 

 

376,349

 

 

 

544,906

 

Total revenues

 

176,697

 

 

 

229,305

 

 

 

616,862

 

 

 

775,502

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of products sold: (excluding depreciation and amortization)

 

 

 

 

 

 

 

Specialty products *

 

56,298

 

 

 

126,951

 

 

 

245,863

 

 

 

380,602

 

Sulfur services *

 

19,461

 

 

 

25,230

 

 

 

66,932

 

 

 

100,078

 

Terminalling and storage *

 

23

 

 

 

6

 

 

 

54

 

 

 

15

 

 

 

75,782

 

 

 

152,187

 

 

 

312,849

 

 

 

480,695

 

Expenses:

 

 

 

 

 

 

 

Operating expenses *

 

64,375

 

 

 

66,158

 

 

 

187,857

 

 

 

186,735

 

Selling, general and administrative *

 

10,424

 

 

 

10,273

 

 

 

30,043

 

 

 

31,420

 

Depreciation and amortization

 

12,223

 

 

 

13,721

 

 

 

37,671

 

 

 

43,007

 

Total costs and expenses

 

162,804

 

 

 

242,339

 

 

 

568,420

 

 

 

741,857

 

 

 

 

 

 

 

 

 

Other operating income, net

 

811

 

 

 

790

 

 

 

1,096

 

 

 

1,050

 

Operating income (loss)

 

14,704

 

 

 

(12,244

)

 

 

49,538

 

 

 

34,695

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

Interest expense, net

 

(14,994

)

 

 

(13,906

)

 

 

(45,914

)

 

 

(39,181

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

(5,121

)

 

 

 

Other, net

 

17

 

 

 

(2

)

 

 

50

 

 

 

(4

)

Total other expense

 

(14,977

)

 

 

(13,908

)

 

 

(50,985

)

 

 

(39,185

)

 

 

 

 

 

 

 

 

Net loss before taxes

 

(273

)

 

 

(26,152

)

 

 

(1,447

)

 

 

(4,490

)

Income tax expense

 

(788

)

 

 

(1,891

)

 

 

(3,619

)

 

 

(5,469

)

Net loss

 

(1,061

)

 

 

(28,043

)

 

 

(5,066

)

 

 

(9,959

)

Less general partner's interest in net loss

 

21

 

 

 

561

 

 

 

101

 

 

 

199

 

Less loss allocable to unvested restricted units

 

4

 

 

 

90

 

 

 

16

 

 

 

39

 

Limited partners' interest in net loss

$

(1,036

)

 

$

(27,392

)

 

$

(4,949

)

 

$

(9,721

)

 

 

 

 

 

 

 

 

Net loss per unit attributable to limited partners - basic

$

(0.03

)

 

$

(0.71

)

 

$

(0.13

)

 

$

(0.25

)

Net loss per unit attributable to limited partners - diluted

$

(0.03

)

 

$

(0.71

)

 

$

(0.13

)

 

$

(0.25

)

Weighted average limited partner units - basic

 

38,772,266

 

 

 

38,726,388

 

 

 

38,771,451

 

 

 

38,725,933

 

Weighted average limited partner units - diluted

 

38,772,266

 

 

 

38,726,388

 

 

 

38,771,451

 

 

 

38,725,933

 

 

*Related Party Transactions Shown Below

MARTIN MIDSTREAM PARTNERS L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per unit amounts)

 

*Related Party Transactions Included Above

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

 

2023

 

2022

 

2023

 

2022

Revenues:*

 

 

 

 

 

 

 

Terminalling and storage

$

18,542

 

$

16,065

 

$

54,121

 

$

49,685

Transportation

 

7,426

 

 

7,111

 

 

20,214

 

 

20,862

Product Sales

 

122

 

 

63

 

 

8,544

 

 

486

Costs and expenses:*

 

 

 

 

 

 

 

Cost of products sold: (excluding depreciation and amortization)

 

 

 

 

 

 

 

Specialty products

 

9,896

 

 

10,196

 

 

27,324

 

 

30,047

Sulfur services

 

2,787

 

 

2,616

 

 

8,139

 

 

7,884

Terminalling and storage

 

23

 

 

5

 

 

54

 

 

14

Expenses:

 

 

 

 

 

 

 

Operating expenses

 

25,606

 

 

23,856

 

 

74,491

 

 

68,682

Selling, general and administrative

 

8,477

 

 

7,627

 

 

23,549

 

 

23,933

MARTIN MIDSTREAM PARTNERS L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(Dollars in thousands)

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

 

2023

 

2022

 

2023

 

2022

 

 

 

 

 

 

 

 

Net loss

$

(1,061

)

 

$

(28,043

)

 

$

(5,066

)

 

$

(9,959

)

Commodity cash flow hedging (gains) reclassified to earnings

 

 

 

 

(167

)

 

 

 

 

 

(816

)

Comprehensive loss

$

(1,061

)

 

$

(28,210

)

 

$

(5,066

)

 

$

(10,775

)

MARTIN MIDSTREAM PARTNERS L.P.

CONSOLIDATED AND CONDENSED STATEMENTS OF CAPITAL (DEFICIT)

(Unaudited)

(Dollars in thousands)

 

 

Partners’ Capital (Deficit)

 

 

 

Common Limited

 

General

Partner

Amount

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

 

Units

 

Amount

 

 

 

Total

Balances - June 30, 2023

38,914,806

 

$

(65,334

)

 

$

1,577

 

 

$

 

 

$

(63,757

)

Net loss

 

 

(1,040

)

 

 

(21

)

 

 

 

 

 

(1,061

)

Cash distributions

 

 

(194

)

 

 

(4

)

 

 

 

 

 

(198

)

Unit-based compensation

 

 

37

 

 

 

 

 

 

 

 

 

37

 

Balances - September 30, 2023

38,914,806

 

 

(66,531

)

 

 

1,552

 

 

 

 

 

$

(64,979

)

 

 

 

 

 

 

 

 

 

 

Balances - December 31, 2022

38,850,750

 

$

(61,110

)

 

$

1,665

 

 

$

 

 

$

(59,445

)

Net loss

 

 

(4,965

)

 

 

(101

)

 

 

 

 

 

(5,066

)

Issuance of restricted units

64,056

 

 

 

 

 

 

 

 

 

 

 

 

Cash distributions

 

 

(583

)

 

 

(12

)

 

 

 

 

 

(595

)

Unit-based compensation

 

 

127

 

 

 

 

 

 

 

 

 

127

 

Balances - September 30, 2023

38,914,806

 

$

(66,531

)

 

$

1,552

 

 

$

 

 

$

(64,979

)

 

 

Partners’ Capital (Deficit)

 

 

 

Common Limited

 

General

Partner

Amount

 

Accumulated

Other

Comprehensive

Income (Loss)

 

��

 

Units

 

Amount

 

 

 

Total

Balances - June 30, 2022

38,850,750

 

$

(33,263

)

 

$

2,242

 

 

$

167

 

 

$

(30,854

)

Net loss

 

 

(27,482

)

 

 

(561

)

 

 

 

 

 

(28,043

)

Issuance of restricted units

 

 

 

 

 

 

 

 

 

 

 

 

Cash distributions

 

 

(195

)

 

 

(4

)

 

 

 

 

 

(199

)

Unit-based compensation

 

 

46

 

 

 

 

 

 

 

 

 

46

 

Gain recognized in AOCI on commodity cash flow hedges

 

 

 

 

 

 

 

 

(167

)

 

 

(167

)

Balances - September 30, 2022

38,850,750

 

$

(60,894

)

 

$

1,677

 

 

$

 

 

$

(59,217

)

 

 

 

 

 

 

 

 

 

 

Balances - December 31, 2021

38,802,750

 

$

(50,741

)

 

$

1,888

 

 

$

816

 

 

$

(48,037

)

Net income

 

 

(9,760

)

 

 

(199

)

 

 

 

 

 

(9,959

)

Issuance of restricted units

48,000

 

 

 

 

 

 

 

 

 

 

 

 

Cash distributions

 

 

(583

)

 

 

(12

)

 

 

 

 

 

(595

)

Unit-based compensation

 

 

125

 

 

 

 

 

 

 

 

 

125

 

Excess purchase price over carrying value of acquired assets

 

 

65

 

 

 

 

 

 

 

 

 

65

 

Gain reclassified from AOCI into income on commodity cash flow hedges

 

 

 

 

 

 

 

 

(816

)

 

 

(816

)

Balances - September 30, 2022

38,850,750

 

$

(60,894

)

 

$

1,677

 

 

$

 

 

$

(59,217

)

MARTIN MIDSTREAM PARTNERS L.P.

CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

 

 

 

Nine Months Ended

 

 

September 30,

 

 

 

2023

 

 

 

2022

 

Cash flows from operating activities:

 

 

 

 

Net loss

 

$

(5,066

)

 

$

(9,959

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

Depreciation and amortization

 

 

37,671

 

 

 

43,007

 

Amortization of deferred debt issuance costs

 

 

3,206

 

 

 

2,356

 

Amortization of debt discount

 

 

1,600

 

 

 

 

Deferred income tax expense

 

 

2,322

 

 

 

3,611

 

Gain on disposition or sale of property, plant and equipment, net

 

 

(1,096

)

 

 

(1,050

)

Loss on extinguishment of debt

 

 

5,121

 

 

 

 

Derivative income

 

 

 

 

 

(901

)

Net cash paid for commodity derivatives

 

 

 

 

 

85

 

Non cash unit-based compensation

 

 

127

 

 

 

125

 

Change in current assets and liabilities, excluding effects of acquisitions and dispositions:

 

 

 

 

Accounts and other receivables

 

 

19,190

 

 

 

7,076

 

Inventories

 

 

68,099

 

 

 

(73,518

)

Due from affiliates

 

 

5,914

 

 

 

12,016

 

Other current assets

 

 

5,282

 

 

 

(4,824

)

Trade and other accounts payable

 

 

(24,709

)

 

 

6,053

 

Product exchange payables

 

 

743

 

 

 

(695

)

Due to affiliates

 

 

(804

)

 

 

11,953

 

Income taxes payable

 

 

(204

)

 

 

228

 

Other accrued liabilities

 

 

(10,311

)

 

 

(13,435

)

Change in other non-current assets and liabilities

 

 

(1,020

)

 

 

1,116

 

Net cash provided by (used in) operating activities

 

 

106,065

 

 

 

(16,756

)

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Payments for property, plant and equipment

 

 

(25,294

)

 

 

(21,019

)

Payments for plant turnaround costs

 

 

(2,367

)

 

 

(4,262

)

Proceeds from sale of property, plant and equipment

 

 

5,183

 

 

 

2,209

 

Net cash used in investing activities

 

 

(22,478

)

 

 

(23,072

)

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

Payments of long-term debt

 

 

(579,197

)

 

 

(299,089

)

Payments under finance lease obligations

 

 

(9

)

 

 

(180

)

Proceeds from long-term debt

 

 

510,489

 

 

 

341,000

 

Payment of debt issuance costs

 

 

(14,266

)

 

 

(30

)

Excess purchase price over carrying value of acquired assets

 

 

 

 

 

(1,285

)

Cash distributions paid

 

 

(595

)

 

 

(595

)

Net cash provided by (used in) financing activities

 

 

(83,578

)

 

 

39,821

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

9

 

 

 

(7

)

Cash at beginning of period

 

 

45

 

 

 

52

 

Cash at end of period

 

$

54

 

 

$

45

 

Non-cash additions to property, plant and equipment

 

$

2,369

 

 

$

2,240

 

MARTIN MIDSTREAM PARTNERS L.P.

SEGMENT OPERATING INCOME

(Unaudited)

(Dollars and volumes in thousands, except BBL per day)

 

Terminalling and Storage Segment

 

Comparative Results of Operations for the Three Months Ended September 30, 2023 and 2022

   

 

 

Three Months Ended September 30,

 

Variance

 

Percent

Change

 

 

2023

 

2022

 

 

 

 

(In thousands, except BBL per day)

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

    23,973

 

 

$

    23,034

 

 

$

          939

 

 

4

%

Cost of products sold

 

 

               23

 

 

 

                 6

 

 

 

               17

 

 

283

%

Operating expenses

 

 

       15,078

 

 

 

       16,418

 

 

 

       (1,340

)

 

(8

)%

Selling, general and administrative expenses

 

 

            628

 

 

 

            457

 

 

 

            171

 

 

37

%

Depreciation and amortization

 

 

         5,102

 

 

 

         6,200

 

 

 

       (1,098

)

 

(18

)%

 

 

 

         3,142

 

 

 

             (47

)

 

 

         3,189

 

 

6,785

%

Other operating loss, net

 

 

             (35

)

 

 

               —

 

 

 

             (35

)

 

 

Operating income (loss)

 

$

       3,107

 

 

$

          (47

)

 

$

       3,154

 

 

6,711

%

 

 

 

 

 

 

 

 

 

Shore-based throughput volumes (gallons)

 

 

       40,655

 

 

 

       14,658

 

 

 

       25,997

 

 

177

%

Smackover refinery throughput volumes (guaranteed minimum BBL per day)

 

 

         6,500

 

 

 

         6,500

 

 

 

               —

 

 

%

Comparative Results of Operations for the Nine Months Ended September 30, 2023 and 2022

 

 

 

Nine Months Ended September 30,

 

Variance

 

Percent

Change

 

 

2023

 

2022

 

 

 

 

(In thousands, except BBL per day)

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

     71,798

 

 

$

     69,027

 

 

$

       2,771

 

 

4

%

Cost of products sold

 

 

               54

 

 

 

               15

 

 

 

               39

 

 

260

%

Operating expenses

 

 

       43,318

 

 

 

       47,372

 

 

 

       (4,054

)

 

(9

)%

Selling, general and administrative expenses

 

 

         1,510

 

 

 

         1,491

 

 

 

               19

 

 

1

%

Depreciation and amortization

 

 

       15,896

 

 

 

       20,372

 

 

 

       (4,476

)

 

(22

)%

 

 

 

       11,020

 

 

 

           (223

)

 

 

       11,243

 

 

5,042

%

Other operating loss, net

 

 

           (359

)

 

 

             (35

)

 

 

           (324

)

 

(926

)%

Operating income (loss)

 

$

     10,661

 

 

$

        (258

)

 

$

     10,919

 

 

4,232

%

 

 

 

 

 

 

 

 

 

Shore-based throughput volumes (gallons)

 

 

     126,438

 

 

 

       42,201

 

 

 

       84,237

 

 

200

%

Smackover refinery throughput volumes (guaranteed minimum) (BBL per day)

 

 

         6,500

 

 

 

         6,500

 

 

 

               —

 

 

%

Transportation Segment

 

Comparative Results of Operations for the Three Months Ended September 30, 2023 and 2022

 

 

 

Three Months Ended September 30,

 

Variance

 

Percent

Change

 

 

2023

 

2022

 

 

 

 

(In thousands)

 

 

Revenues

 

$

58,541

 

$

63,514

 

$

(4,973

)

 

(8

)%

Operating expenses

 

 

46,465

 

 

46,499

 

 

(34

)

 

%

Selling, general and administrative expenses

 

 

2,571

 

 

1,962

 

 

609

 

 

31

%

Depreciation and amortization

 

 

3,674

 

 

3,598

 

 

76

 

 

2

%

 

 

 

5,831

 

 

11,455

 

 

(5,624

)

 

(49

)%

Other operating income, net

 

 

846

 

 

618

 

 

228

 

 

37

%

Operating income

 

$

6,677

 

$

12,073

 

$

(5,396

)

 

(45

)%

Comparative Results of Operations for the Nine Months Ended September 30, 2023 and 2022

 

 

 

Nine Months Ended September 30,

 

Variance

 

Percent

Change

 

 

2023

 

2022

 

 

 

 

(In thousands)

 

 

Revenues

 

$

178,875

 

$

176,313

 

$

2,562

 

 

1

%

Operating expenses

 

 

136,940

 

 

130,229

 

 

6,711

 

 

5

%

Selling, general and administrative expenses

 

 

7,101

 

 

5,920

 

 

1,181

 

 

20

%

Depreciation and amortization

 

 

11,196

 

 

10,761

 

 

435

 

 

4

%

 

 

$

23,638

 

$

29,403

 

$

(5,765

)

 

(20

)%

Other operating income, net

 

 

1,497

 

 

901

 

 

596

 

 

66

%

Operating income

 

$

25,135

 

$

30,304

 

$

(5,169

)

 

(17

)%

Sulfur Services Segment 

 

Comparative Results of Operations for the Three Months Ended September 30, 2023 and 2022

 

 

 

Three Months Ended September 30,

 

Variance

 

Percent

Change

 

 

2023

 

2022

 

 

 

 

(In thousands)

 

 

Revenues:

 

 

 

 

 

 

 

 

Services

 

$

3,358

 

$

3,085

 

 

$

273

 

 

9

%

Products

 

 

29,219

 

 

25,783

 

 

 

3,436

 

 

13

%

Total revenues

 

 

32,577

 

 

28,868

 

 

 

3,709

 

 

13

%

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

21,972

 

 

27,201

 

 

 

(5,229

)

 

(19

)%

Operating expenses

 

 

3,510

 

 

3,978

 

 

 

(468

)

 

(12

)%

Selling, general and administrative expenses

 

 

1,713

 

 

1,509

 

 

 

204

 

 

14

%

Depreciation and amortization

 

 

2,639

 

 

2,786

 

 

 

(147

)

 

(5

)%

 

 

 

2,743

 

 

(6,606

)

 

 

9,349

 

 

142

%

Other operating loss, net

 

 

 

 

(70

)

 

 

70

 

 

100

%

Operating income (loss)

 

$

2,743

 

$

(6,676

)

 

$

9,419

 

 

141

%

 

 

 

 

 

 

 

 

 

Sulfur (long tons)

 

 

155

 

 

95

 

 

 

60

 

 

63

%

Fertilizer (long tons)

 

 

58

 

 

24

 

 

 

34

 

 

142

%

Total sulfur services volumes (long tons)

 

 

213

 

 

119

 

 

 

94

 

 

79

%

Comparative Results of Operations for the Nine Months Ended September 30, 2023 and 2022

 

 

 

Nine Months Ended September 30,

 

Variance

 

Percent

Change

 

 

2023

 

2022

 

 

 

 

(In thousands)

 

 

Revenues:

 

 

 

 

 

 

 

 

Services

 

$

10,073

 

$

9,253

 

 

$

820

 

 

9

%

Products

 

 

98,513

 

 

135,691

 

 

 

(37,178

)

 

(27

)%

Total revenues

 

 

108,586

 

 

144,944

 

 

 

(36,358

)

 

(25

)%

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

74,062

 

 

105,640

 

 

 

(31,578

)

 

(30

)%

Operating expenses

 

 

9,595

 

 

11,233

 

 

 

(1,638

)

 

(15

)%

Selling, general and administrative expenses

 

 

4,292

 

 

4,550

 

 

 

(258

)

 

(6

)%

Depreciation and amortization

 

 

8,072

 

 

8,377

 

 

 

(305

)

 

(4

)%

 

 

 

12,565

 

 

15,144

 

 

 

(2,579

)

 

(17

)%

Other operating income (loss), net

 

 

17

 

 

(34

)

 

 

51

 

 

150

%

Operating income

 

$

12,582

 

$

15,110

 

 

$

(2,528

)

 

(17

)%

 

 

 

 

 

 

 

 

 

Sulfur (long tons)

 

 

352

 

 

327

 

 

 

25

 

 

8

%

Fertilizer (long tons)

 

 

192

 

 

170

 

 

 

22

 

 

13

%

Total sulfur services volumes (long tons)

 

 

544

 

 

497

 

 

 

47

 

 

9

%

Specialty Products Segment

 

Comparative Results of Operations for the Three Months Ended September 30, 2023 and 2022

 

 

 

Three Months Ended September 30,

 

Variance

 

Percent

Change

 

 

2023

 

2022

 

 

 

 

(In thousands)

 

 

Products revenues

 

$

66,720

 

$

121,484

 

 

$

(54,764

)

 

(45

)%

Cost of products sold

 

 

58,177

 

 

131,790

 

 

 

(73,613

)

 

(56

)%

Operating expenses

 

 

23

 

 

26

 

 

 

(3

)

 

(12

)%

Selling, general and administrative expenses

 

 

1,698

 

 

2,107

 

 

 

(409

)

 

(19

)%

Depreciation and amortization

 

 

808

 

 

1,137

 

 

 

(329

)

 

(29

)%

 

 

 

6,014

 

 

(13,576

)

 

 

19,590

 

 

144

%

Other operating income, net

 

 

 

 

242

 

 

 

(242

)

 

(100

)%

Operating income (loss)

 

$

6,014

 

$

(13,334

)

 

$

19,348

 

 

145

%

 

 

 

 

 

 

 

 

 

NGL sales volumes (Bbls)

 

 

509

 

 

1,180

 

 

 

(671

)

 

(57

)%

Other specialty products volumes (Bbls)

 

 

106

 

 

110

 

 

 

(4

)

 

(4

)%

Total specialty products volumes (Bbls)

 

 

615

 

 

1,290

 

 

 

(675

)

 

(52

)%

Comparative Results of Operations for the Nine Months Ended September 30, 2023 and 2022

 

 

 

Nine Months Ended September 30,

 

Variance

 

Percent

Change

 

 

2023

 

2022

 

 

 

 

(In thousands)

 

 

Products revenues

 

$

277,895

 

 

$

409,310

 

$

(131,415

)

 

(32

)%

Cost of products sold

 

 

256,898

 

 

 

396,865

 

 

(139,967

)

 

(35

)%

Operating expenses

 

 

55

 

 

 

98

 

 

(43

)

 

(44

)%

Selling, general and administrative expenses

 

 

5,287

 

 

 

6,757

 

 

(1,470

)

 

(22

)%

Depreciation and amortization

 

 

2,507

 

 

 

3,497

 

 

(990

)

 

(28

)%

 

 

 

13,148

 

 

 

2,093

 

 

11,055

 

 

528

%

Other operating income (loss), net

 

 

(59

)

 

 

218

 

 

(277

)

 

(127

)%

Operating income

 

$

13,089

 

 

$

2,311

 

$

10,778

 

 

466

%

 

 

 

 

 

 

 

 

 

NGL sales volumes (Bbls)

 

 

3,027

 

 

 

3,930

 

 

(903

)

 

(23

)%

Other specialty products volumes (Bbls)

 

 

280

 

 

 

311

 

 

(31

)

 

(10

)%

Total specialty products volumes (Bbls)

 

 

3,307

 

 

 

4,241

 

 

(934

)

 

(22

)%

Unallocated Selling, General and Administrative Expenses

 

Comparative Results of Operations for the Three and Nine Months Ended September 30, 2023 and 2022

 
 

Three Months Ended

Nine Months Ended

 

 

 

September 30,

 

Variance

 

Percent

Change

 

September 30,

 

Variance

 

Percent

Change

 

 

2023

 

2022

 

 

 

2023

 

2022

 

 

 

 

(In thousands)

 

 

 

(In thousands)

 

 

Indirect selling, general and administrative expenses

 

$

3,837

 

$

4,260

 

$

(423

)

 

(10

)%

 

$

11,929

 

$

12,772

 

$

(843

)

 

(7

)%

Non-GAAP Financial Measures

The following tables reconcile the non-GAAP financial measurements used by management to our most directly comparable GAAP measures for the three and nine months ended September 30, 2023 and 2022, which represents EBITDA, adjusted EBITDA, adjusted EBITDA after giving effect to the exit of the butane optimization business, distributable cash flow, and adjusted free cash flow:

Reconciliation of Net Loss to EBITDA, Adjusted EBITDA, and Adjusted EBITDA After Giving Effect to the Exit of the Butane Optimization Business

 
 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2023

 

2022

 

2023

 

2022

 

 

(in thousands)

 

(in thousands)

Net loss

 

$

(1,061

)

 

$

(28,043

)

 

$

(5,066

)

 

$

(9,959

)

Adjustments:

 

 

 

 

 

 

 

 

Interest expense

 

 

14,994

 

 

 

13,906

 

 

 

45,914

 

 

 

39,181

 

Income tax expense

 

 

788

 

 

 

1,891

 

 

 

3,619

 

 

 

5,469

 

Depreciation and amortization

 

 

12,223

 

 

 

13,721

 

 

 

37,671

 

 

 

43,007

 

EBITDA

 

 

26,944

 

 

 

1,475

 

 

 

82,138

 

 

 

77,698

 

Adjustments:

 

 

 

 

 

 

 

 

Gain on disposition or sale of property, plant and equipment

 

 

(811

)

 

 

(790

)

 

 

(1,096

)

 

 

(1,050

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

5,121

 

 

 

 

Lower of cost or net realizable value and other non-cash adjustments

 

 

 

 

 

18,084

 

 

 

(12,850

)

 

 

20,326

 

Unit-based compensation

 

 

37

 

 

 

46

 

 

 

127

 

 

 

125

 

Adjusted EBITDA

 

$

26,170

 

 

$

18,815

 

 

$

73,440

 

 

$

97,099

 

Adjustments:

 

 

 

 

 

 

 

 

Less: net loss associated with butane optimization business

 

 

 

 

 

20,032

 

 

 

2,255

 

 

 

15,280

 

Plus: lower of cost or net realizable value and other non-cash adjustments

 

 

 

 

$

(18,457

)

 

 

12,850

 

 

 

(18,826

)

Adjusted EBITDA after giving effect to the exit of the butane optimization business

 

$

26,170

 

 

$

20,390

 

 

$

88,545

 

 

$

93,553

 

Reconciliation of Net Cash Provided by (Used in) Operating Activities to Adjusted EBITDA, Adjusted EBITDA After Giving Effect to the Exit of the Butane Optimization Business, Distributable Cash Flow, and Adjusted Free Cash Flow

 

Three Months Ended

 

Nine Months Ended

September 30,

 

September 30,

 

 

2023

 

2022

 

2023

 

2022

 

 

(in thousands)

 

(in thousands)

Net cash provided by (used in) operating activities

 

$

7,291

 

 

$

(45,207

)

 

$

106,065

 

 

$

(16,756

)

Interest expense 1

 

 

13,623

 

 

 

13,118

 

 

 

41,108

 

 

 

36,825

 

Current income tax expense

 

 

333

 

 

 

584

 

 

 

1,297

 

 

 

1,858

 

Lower of cost or net realizable value and other non-cash adjustments

 

 

 

 

 

18,084

 

 

 

(12,850

)

 

 

20,326

 

Commodity cash flow hedging gains reclassified to earnings

 

 

 

 

 

167

 

 

 

 

 

 

901

 

Net cash paid for closed commodity derivative positions included in AOCI

 

 

 

 

 

 

 

 

 

 

 

(85

)

Changes in operating assets and liabilities which (provided) used cash:

 

 

 

 

 

 

 

 

Accounts and other receivables, inventories, and other current assets

 

 

(5,983

)

 

 

(5,651

)

 

 

(98,485

)

 

 

59,250

 

Trade, accounts and other payables, and other current liabilities

 

 

11,155

 

 

 

38,691

 

 

 

35,285

 

 

 

(4,104

)

Other

 

 

(249

)

 

 

(971

)

 

 

1,020

 

 

 

(1,116

)

Adjusted EBITDA

 

 

26,170

 

 

 

18,815

 

 

 

73,440

 

 

 

97,099

 

Adjustments:

 

 

 

 

 

 

 

 

Less: net loss associated with butane optimization business

 

 

 

 

 

20,032

 

 

 

2,255

 

 

 

15,280

 

Plus: lower of cost or net realizable value and other non-cash adjustments

 

 

 

 

 

(18,457

)

 

 

12,850

 

 

 

(18,826

)

Adjusted EBITDA after giving effect to the exit of the butane optimization business

 

 

26,170

 

 

 

20,390

 

 

 

88,545

 

 

 

93,553

 

Adjustments:

 

 

 

 

 

 

 

 

Interest expense

 

 

(14,994

)

 

 

(13,906

)

 

 

(45,914

)

 

 

(39,181

)

Income tax expense

 

 

(788

)

 

 

(1,891

)

 

 

(3,619

)

 

 

(5,469

)

Deferred income taxes

 

 

455

 

 

 

1,307

 

 

 

2,322

 

 

 

3,611

 

Amortization of debt discount

 

 

600

 

 

 

 

 

 

1,600

 

 

 

 

Amortization of deferred debt issuance costs

 

 

771

 

 

 

788

 

 

 

3,206

 

 

 

2,356

 

Payments for plant turnaround costs

 

 

(1,706

)

 

 

(2,662

)

 

 

(2,367

)

 

 

(4,262

)

Maintenance capital expenditures

 

 

(5,516

)

 

 

(5,994

)

 

 

(19,588

)

 

 

(14,548

)

Distributable cash flow

 

 

4,992

 

 

 

(1,968

)

 

 

24,185

 

 

 

36,060

 

Principal payments under finance lease obligations

 

 

 

 

 

(61

)

 

 

(9

)

 

 

(180

)

Expansion capital expenditures

 

 

(3,444

)

 

 

(926

)

 

 

(6,126

)

 

 

(5,482

)

Adjusted free cash flow

 

$

1,548

 

 

$

(2,955

)

 

$

18,050

 

 

$

30,398

 

 

1 Net of amortization of debt issuance costs and discount, which are included in interest expense but not included in net cash provided by (used in) operating activities.

 

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