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8-K - 8-K - MARTIN MIDSTREAM PARTNERS L.P.form8-k11x05x2012earningsr.htm


EXHIBIT 99.1
MARTIN MIDSTREAM PARTNERS REPORTS
2012 THIRD QUARTER FINANCIAL RESULTS

KILGORE, Texas, November 5, 2012 (GlobeNewswire) -- Martin Midstream Partners L.P. (Nasdaq: MMLP) (the "Partnership") announced today its financial results for the third quarter ended September 30, 2012.

The Partnership reported net income for the third quarter of 2012 of $72.4 million, or $3.07 per limited partner unit. This compared to net income for the third quarter of 2011of $5.4 million, or $0.20 per limited partner unit. The Partnership reported net income for the nine months ended September 30, 2012 of $90.1 million, or $3.73 per limited partner unit. This compared to net income for the nine months ended September 30, 2011 of $21.5 million, or $0.87 per limited partner unit.

    The Partnership reported income from continuing operations for the third quarter of 2012 of $8.8 million, or $0.44 per limited partner unit. This compared to income from continuing operations for the third quarter of 2011 of $3.1 million, or $0.11 per limited partner unit. The Partnership reported income from discontinued operations for the third quarter of 2012 of $63.6 million, or $2.63 per limited partner unit. This compared to income from discontinued operations for the third quarter of 2011 of $2.3 million, or $0.09 per limited partner unit. Income from discontinued operations was positively impacted by a gain on the sale of the Prism Assets of $62.3 million during the third quarter of 2012. Revenues for the third quarter of 2012 were $317.9 million compared to $287.6 million for the third quarter of 2011.

The Partnership reported income from continuing operations for the nine months ended September 30, 2012 of $22.8 million, or $0.94 per limited partner unit. This compared to the income from continuing operations for the nine months ended September 30, 2011 of $13.8 million, or $0.56 per limited partner unit. The Partnership reported income from discontinued operations for the nine months ended September 30, 2012 of $67.3 million, or $2.79 per limited partner unit. This compared to income from discontinued operations for the nine months ended September 30, 2011 of $7.7 million, or $0.31 per limited partner unit. Income from discontinued operations was positively impacted by a gain on the sale of the Prism Assets of $61.4 million during the nine months ended September 30, 2012. Revenues for the nine months ended September 30, 2012 were $920.2 million compared to $800.6 million for the nine months ended September 30, 2011.

The Partnership's distributable cash flow for the third quarter of 2012 was $17.4 million. The Partnership's distributable cash flow for the nine months ended September 30, 2012 was $62.2 million. Distributable cash flow is a non-GAAP financial measure which is explained in greater detail below under “Use of Non-GAAP Financial Information.” The Partnership has also included below a table entitled “Distributable Cash Flow” in order to show the components of this non-GAAP financial measure and its reconciliation to the most comparable GAAP measurement.

The Partnership has previously reported the completion of the sale of its East Texas and Northwest Louisiana gas gathering and processing assets (collectively "Prism Assets") on July 31, 2012 for net cash proceeds of $273.3 million. The Partnership has retrospectively adjusted its prior period consolidated financial statements to comparably classify the amounts related to the net assets and operations and cash flows of the Prism Assets as assets held for sale and discontinued operations, respectively. The Partnership has classified the Prism Assets, including related liabilities as held for sale at December 31, 2011, and has presented the results of operations and cash flows as discontinued operations for the three and nine month periods ended September 30, 2012 and 2011, respectively.

Included with this press release are the Partnership's consolidated financial statements as of and for the three and nine months ended September 30, 2012 and certain prior periods. These financial statements should be read in conjunction with the information contained in the Partnership's Quarterly Report on Form 10-Q, to be filed with the Securities and Exchange Commission on November 5, 2012.




    
Ruben Martin, President and Chief Executive Officer of Martin Midstream GP LLC, the general partner of Martin Midstream Partners, said, "The Partnership had a very productive third quarter.  Our existing core assets performed at or above plan across all segments.  Further, operations were positively impacted by new infrastructure at our Corpus Christi crude oil terminal and our vacuum tower unit at our Cross facility.  Both of these assets came on line in the second quarter and have exceeded our initial cash flow run-rate expectations.  For the third quarter, our distribution coverage ratio was 0.96 times from continuing operations. This is ahead of forecast for our third quarter, which typically experiences seasonality from the fertilizer side of our Sulfur Services segment.
 
"During the third quarter we successfully completed the divestiture of our natural gas gathering and processing assets which provided for balance sheet improvement targeted for future growth.  As we demonstrated in October, we used some of this capacity to continue to grow our assets through two drop down transactions we executed with Martin Resource Management (MRMC).  The purchase of the Cross Oil lubricant packaging plant will have an immediate positive impact on our distributable cash flow. Likewise, we believe the acquisition of the remaining equity interests in Redbird Gas Storage LLC will provide long-term fee-based value enhancement for our unit holders.  Our Partnership will further benefit from MRMC agreeing to support and enhance the accretion of these acquisitions by suspending their incentive distribution rights in an amount totaling $18 million commencing in the fourth quarter of 2012.

"Lastly, as previously announced, we are pleased that all of the shareholder litigation at Martin Resource Management Corporation has been fully settled. Management is very excited about this development, and we are looking forward to growing with our partners as we move into the future."

Investors' Conference Call

An investors' conference call to review the third quarter results will be held on Tuesday, November 6, 2012, at 8:00 a.m. Central Time. The conference call can be accessed by calling (877) 878-2695. An audio replay of the conference call will be available by calling (855) 859-2056 from 11:00 a.m. Central Time on November 6, 2012 through 10:59 p.m. Central Time on November 13, 2012. The access code for the conference call and the audio replay is Conference ID No. 58754380. The audio replay of the conference call will also be archived on Martin Midstream Partners' website at www.martinmidstream.com.

Quarterly Cash Distribution

The quarterly cash distribution of $0.77 per common units which was announced on October 25, 2012 is payable on November 14, 2012 to common unitholders of record as of the close of business on Novmeber 7, 2012. The ex-dividend date for the cash distribution is November 5, 2012. This distribution reflects an annualized distribution rate of $3.08 per unit and is based on Martin Midstream Partners' current operating performance and the current general economic, industry, and market conditions affecting it.

About Martin Midstream Partners

Martin Midstream Partners is a publicly traded limited partnership with a diverse set of operations focused primarily in the United States Gulf Coast region. The Partnership's primary business lines include: terminalling and storage services for petroleum products and by-products; NGL distribution services; sulfur and sulfur-based products processing, manufacturing, and distribution; and marine transportation services for petroleum products and by-products.
    
Forward-Looking Statements

Statements about Martin Midstream Partners' 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 and other




factors, many of which are outside its control, which could cause actual results to differ materially from such statements. While MMLP 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. Martin Midstream Partners 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.
Use of Non-GAAP Financial Information
The Partnership reports its financial results in accordance with United States generally accepted accounting principles (GAAP). However, from time to time, the Partnership uses certain non-GAAP financial measures such as distributable cash flow because the Partnership's management believes that this measure may provide users of this financial information with meaningful comparisons between current results and prior reported results and a meaningful measure of Partnership's cash available to pay distributions. Distributable cash flow should not be considered an alternative to cash flow from operating activities or any other measure of financial performance in accordance with GAAP. Distributable cash flow is not intended to represent cash flows for the period, nor is it presented as an alternative to income from continuing operations. Furthermore, it should not be seen as a measure of liquidity or a substitute for comparable metrics prepared in accordance with GAAP. This information may constitute non-GAAP financial measures within the meaning of Regulation G adopted by the Securities and Exchange Commission. Accordingly, the Partnership has presented herein, and will present in other information it publishes that contains this non-GAAP financial measure, a reconciliation of this measure to the most directly comparable GAAP financial measure.
The Partnership has included below a table entitled “Distributable Cash Flow” in order to show the components of this non-GAAP financial measure and its reconciliation to the most comparable GAAP measure. The Partnership calculates distributable cash flow as follows:
(1)
net income from continuing operations (as reported in statements of operations); plus depreciation and amortization; plus loss on sale of property, plant and equipment; plus amortization of debt discount and amortization of deferred debt issuance costs (all as reported in statements of cash flows); less payments of installment notes payable and capital lease obligations expenditures (as described below); plus distribution equivalents from unconsolidated entities (as described below); less Mont Belvieu indemnity escrow payment (as described below); plus debt prepayment premium (as described below); less gain on sale of equity method investment; plus equity in losses of unconsolidated entities (as reported in statements of operations); less payments for plant turnaround costs (as reported in statements of cash flows); less maintenance capital expenditures (as reported under the caption “Liquidity and Capital Resources” in the Partnership's Quarterly Report on Form 10-Q to be filed with the SEC on November 5, 2012); plus unit-based compensation (as reported in statements of changes in capital); plus invested cash in unconsolidated entities (as described below); and
(2)
net income from discontinued operations (as reported in statements of operations); plus depreciation and amortization; less gain on sale of property, plant and equipment; less gain on sale of discontinued operations; less equity in earnings of unconsolidated entities (all as reported in Note 4 under the caption “Notes to the Consolidated and Condensed Financial Statements” in the Partnership's Quarterly Report on Form 10-Q to be filed with the SEC on November 5, 2012); less non-cash deferred tax benefit (as described below); less non-cash mark-to-market on derivatives (as reported in statements of cash flows); less maintenance capital expenditures (as reported under the caption “Liquidity and Capital Resources” in the Partnership's Quarterly Report on Form 10-Q to be filed with the SEC on November 5, 2012); plus distribution equivalents from unconsolidated entities and invested cash in unconsolidated entities (both as described below).
The Partnership's payments of installment notes payable and capital lease obligations is calculated as payments of notes payable and capital lease obligations (as reported in the statement of cash flows), less the early extinguishment of notes payable of $6.3 million.




For the nine months ended September 30, 2012, the Partnership incurred a debt prepayment premium of $2.2 million related to the early redemption of $25.0 million of Senior Notes and $0.3 million related to the early retirement of a note payable on certain marine transportation assets.
The Partnership's distribution equivalents from unconsolidated entities from continuing operations is calculated as return of investments from unconsolidated entities (calculated as the amount reported in statements of cash flows less a $2.0 million purchase price adjustment recorded as a return of investment by the Partnership in the statement of cash flows for the period ended September 30, 2012).
The Partnership's distribution equivalents from unconsolidated entities from discontinued operations is calculated as return of investments from unconsolidated entities, plus distributions in-kind from unconsolidated entities (all as reported under the caption “Liquidity and Capital Resources” in the Partnership's Quarterly Report on Form 10-Q to be filed with the SEC on November 5, 2012).
For the quarter ended September 30, 2012, the Partnership's distributions from unconsolidated entities, return of investments from unconsolidated entities, and distributions in-kind from equity investments (from both continuing and discontinued operations) were $0.0 million, $0.9 million and $0.8 million, respectively. For the nine months ended September 30, 2012, the Partnership's distributions from unconsolidated entities, return of investments from unconsolidated entities, and distributions in-kind from equity investments (from both continuing and discontinued operations) were $0.0 million, $3.5 million and $6.4 million, respectively.
The Partnership's invested cash in unconsolidated entities from continuing operations is calculated as distributions from (contributions to) unconsolidated entities for operations (as reported in statements of cash flows), plus expansion capital expenditures in unconsolidated entities (as reported under the caption “Liquidity and Capital Resources” in the Partnership's Quarterly Report on Form 10-Q to be filed with the SEC on November 5, 2012).
The Partnership's invested cash in unconsolidated entities from discontinued operations is calculated as distributions from (contributions to) unconsolidated entities for operations, plus expansion capital expenditures in unconsolidated entities (all as reported under the caption “Liquidity and Capital Resources” in the Partnership's Quarterly Report on Form 10-Q to be filed with the SEC on November 5, 2012).
For the quarter ended September 30, 2012, the Partnership's distributions from (contributions to) unconsolidated entities for operations and expansion capital expenditures in unconsolidated entities were (from both continuing and discontinued operations) ($7.2) million and $5.6 million, respectively. For the nine months ended September 30, 2012, the Partnership's distributions from (contributions to) unconsolidated entities for operations and expansion capital expenditures in unconsolidated entities were (from both continuing and discontinued operations) ($25.8) million and $25.9 million, respectively.
The Partnership's non-cash deferred tax benefit of $1.6 million and $1.9 million is included in income from discontinued operations, net of tax for the three and nine months ended September 30, 2012, respectively.
The Partnership's Mont Belvieu indemnity escrow payment represents the final proceeds from the 2009 sale of certain assets comprising the Mont Belvieu railcar unloading facility.
Additional information concerning the Partnership is available on the Partnership's website at www.martinmidstream.com, or

Joe McCreery
Vice President - Finance and Head of Investor Relations,
Martin Midstream Partners L.P.
Phone (903) 988-6425
joe.mccreery@martinmlp.com




MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED BALANCE SHEETS
(Dollars in thousands)
 
September 30, 2012
 
December 31, 2011
 
(Unaudited)
 
(Audited)
Assets
 
 
 
Cash
$
27

 
$
266

Accounts and other receivables, less allowance for doubtful accounts of $3,264 and $3,021, respectively
121,020

 
126,461

Product exchange receivables
5,455

 
17,646

Inventories
116,260

 
77,677

Due from affiliates
21,139

 
5,968

Fair value of derivatives

 
622

Other current assets
1,511

 
1,978

Assets held for sale

 
212,787

Total current assets
265,412

 
443,405

 
 
 
 
Property, plant and equipment, at cost
695,662

 
632,728

Accumulated depreciation
(243,780
)
 
(215,272
)
Property, plant and equipment, net
451,882

 
417,456

 
 
 
 
Goodwill
8,337

 
8,337

Investment in unconsolidated entities
80,799

 
62,948

Debt issuance costs, net
10,924

 
13,330

Other assets, net
6,442

 
3,633

 
$
823,796

 
$
949,109

 
 
 
 
Liabilities and Partners’ Capital
 

 
 

Current installments of long-term debt and capital lease obligations
$
217

 
$
1,261

Trade and other accounts payable
104,779

 
125,970

Product exchange payables
27,908

 
37,313

Due to affiliates
4,669

 
18,485

Income taxes payable
7,174

 
893

Fair value of derivatives

 
362

Other accrued liabilities
11,764

 
11,022

Liabilities held for sale

 
501

Total current liabilities
156,511

 
195,807

 
 
 
 
Long-term debt and capital leases, less current maturities
255,966

 
458,941

Deferred income taxes

 
7,657

Other long-term obligations
1,069

 
1,088

Total liabilities
413,546

 
663,493

 
 
 
 
Partners’ capital
410,250

 
284,990

Accumulated other comprehensive income

 
626

Total partners’ capital
410,250

 
285,616

Commitments and contingencies
 
 
 
 
$
823,796

 
$
949,109


These financial statements should be read in conjunction with the financial statements and the accompanying notes and other information included in the Partnership's Quarterly Report on Form 10-Q to be filed with the Securities and Exchange Commission on November 5, 2012.




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,
 
2012
 
2011
 
2012
 
2011
Revenues:
 
 
 
 
 
 
 
Terminalling and storage  *
$
23,875

 
$
19,381

 
$
65,107

 
$
56,831

Marine transportation  *
22,102

 
20,773

 
63,678

 
57,548

Sulfur services
2,926

 
2,850

 
8,777

 
8,550

Product sales: *
 

 
 
 
 
 
 
Natural gas services
190,738

 
159,748

 
527,666

 
423,953

Sulfur services
57,670

 
67,319

 
193,464

 
198,310

Terminalling and storage
20,601

 
17,525

 
61,482

 
55,441

 
269,009

 
244,592

 
782,612

 
677,704

Total revenues
317,912

 
287,596

 
920,174

 
800,633

 
 
 
 
 
 
 
 
Costs and expenses:
 

 
 

 
 

 
 

Cost of products sold: (excluding depreciation and amortization)
 

 
 

 
 

 
 

Natural gas services *
185,686

 
156,236

 
515,928

 
414,162

Sulfur services *
47,272

 
59,808

 
149,582

 
164,142

Terminalling and storage
18,767

 
15,676

 
56,154

 
49,631

 
251,725

 
231,720

 
721,664

 
627,935

Expenses:
 

 
 

 
 

 
 

Operating expenses  *
36,655

 
34,354

 
108,109

 
100,676

Selling, general and administrative  *
4,680

 
5,538

 
13,687

 
13,015

Depreciation and amortization
9,966

 
10,025

 
29,457

 
29,523

Total costs and expenses
303,026

 
281,637

 
872,917

 
771,149

 
 
 
 
 
 
 
 
Other operating income (loss)
(5
)
 
1,720

 
368

 
1,818

Operating income
14,881

 
7,679

 
47,625

 
31,302

 
 
 
 
 
 
 
 
Other income (expense):
 

 
 

 
 

 
 

Equity in earnings (loss) of unconsolidated entities
(169
)
 
(54
)
 
(532
)
 
100

Interest expense
(6,263
)
 
(4,297
)
 
(21,735
)
 
(17,102
)
Debt prepayment premium

 

 
(2,470
)
 

Other, net
587

 
24

 
732

 
125

Total other expense
(5,845
)
 
(4,327
)
 
(24,005
)
 
(16,877
)
 
 
 
 
 
 
 
 
Income from continuing operations before taxes
9,036

 
3,352

 
23,620

 
14,425

Income tax expense
(238
)
 
(218
)
 
(810
)
 
(662
)
Income from continuing operations
8,798

 
3,134

 
22,810

 
13,763

Income from discontinued operations, net of income taxes
63,603

 
2,265

 
67,312

 
7,728

Net income
$
72,401

 
$
5,399

 
$
90,122

 
$
21,491






MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED 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,
 
2012
 
2011
 
2012
 
2011
Revenues:
 
 
 
 
 
 
 
Terminalling and storage
$
18,531

 
$
14,210

 
$
48,611

 
$
40,045

Marine transportation
3,979

 
6,352

 
13,282

 
19,223

Product Sales
1,636

 
1,628

 
5,783

 
7,197

Costs and expenses:
 

 
 

 
 

 
 

Cost of products sold: (excluding depreciation and amortization)
 

 
 

 
 

 
 

Natural gas services
6,761

 
9,257

 
18,783

 
13,679

Sulfur services
4,111

 
4,762

 
12,512

 
13,407

Expenses:
 

 
 

 
 

 
 

Operating expenses
14,100

 
16,905

 
42,308

 
42,170

Selling, general and administrative
2,764

 
2,373

 
8,258

 
6,344






MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars and units in thousands, except per unit amounts)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
Allocation of net income attributable to:
 
 
 
 
 
 
 
   Limited partner interest:
 
 
 
 
 
 
 
 Continuing operations
$
10,128

 
$
2,157

 
$
21,645

 
$
10,674

 Discontinued operations
60,825

 
1,617

 
63,874

 
5,994

 
70,953

 
3,774

 
85,519

 
16,668

   General partner interest:
 

 
 

 
 
 
 

  Continuing operations
(1,330
)
 
811

 
1,165

 
2,557

  Discontinued operations
2,778

 
537

 
3,438

 
1,435

 
1,448

 
1,348

 
4,603

 
3,992

Net income attributable to:
 

 
 

 
 
 
 

  Continuing operations
8,798

 
3,134

 
22,810

 
13,763

  Discontinued operations
63,603

 
2,265

 
67,312

 
7,728

 
$
72,401

 
$
5,399

 
$
90,122

 
$
21,491

Net income attributable to limited partners:
 
 
 
 
 
 
 
Basic:
 

 
 

 
 
 
 

Continuing operations
$
0.44

 
$
0.11

 
$
0.94

 
$
0.56

Discontinued operations
2.63

 
0.09

 
2.79

 
0.31

 
$
3.07

 
$
0.20

 
$
3.73

 
$
0.87

Weighted average limited partner units - basic
23,101

 
19,158

 
22,929

 
19,161

Diluted:
 

 
 

 
 
 
 

Continuing operations
$
0.44

 
$
0.11

 
$
0.94

 
$
0.56

Discontinued operations
2.63

 
0.09

 
2.79

 
0.31

 
$
3.07

 
$
0.20

 
$
3.73

 
$
0.87

Weighted average limited partner units - diluted
23,105

 
19,163

 
22,932

 
19,163


These financial statements should be read in conjunction with the financial statements and the accompanying notes and other information included in the Partnership's Quarterly Report on Form 10-Q to be filed with the Securities and Exchange Commission on November 5, 2012.





MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF CAPITAL
(Unaudited)
(Dollars in thousands)
 
Partners’ Capital
 
 
 
Common Limited
 
Subordinated Limited
 
General Partner
 
Accumulated
Other
Comprehensive
Income
 
 
 
Units
 
Amount
 
Units
 
Amount
 
Amount
 
(Loss)
 
Total
Balances - January 1, 2011
17,707,832

 
$
250,785

 
889,444

 
$
17,721

 
$
4,881

 
$
1,419

 
$
274,806

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income

 
17,499

 

 

 
3,992

 

 
21,491

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Recognition of beneficial conversion feature

 
(831
)
 

 
831

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Follow-on public offering
1,874,500

 
70,330

 

 

 

 

 
70,330

 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partner contribution

 

 

 

 
1,505

 

 
1,505

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash distributions

 
(43,321
)
 

 

 
(4,635
)
 

 
(47,956
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Excess purchase price over carrying value of acquired assets

 
(19,685
)
 

 

 

 

 
(19,685
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unit-based compensation
15,530

 
131

 

 

 

 

 
131

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase of treasury units
(14,850
)
 
(582
)
 

 

 

 

 
(582
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unit-based compensation grant forfeitures
(500
)
 

 

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjustment in fair value of derivatives

 

 

 

 

 
(42
)
 
(42
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances - September 30, 2011
19,582,512

 
$
274,326

 
889,444

 
$
18,552

 
$
5,743

 
$
1,377

 
$
299,998

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances - January 1, 2012
20,471,776

 
$
279,562

 

 
$

 
$
5,428

 
$
626

 
$
285,616

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income

 
85,519

 

 

 
4,603

 

 
90,122

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Follow-on public offering
2,645,000

 
91,361

 

 

 

 

 
91,361

 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partner contribution

 

 

 

 
1,951

 

 
1,951

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash distributions

 
(52,880
)
 

 

 
(5,452
)
 

 
(58,332
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unit-based compensation
6,250

 
379

 

 

 

 

 
379

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase of treasury units
(6,250
)
 
(221
)
 

 

 

 

 
(221
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjustment in fair value of derivatives

 

 

 

 

 
(626
)
 
(626
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances - September 30, 2012
23,116,776

 
$
403,720

 

 
$

 
$
6,530

 
$

 
$
410,250


These financial statements should be read in conjunction with the financial statements and the accompanying notes and other information included in the Partnership's Quarterly Report on Form 10-Q to be filed with the Securities and Exchange Commission on November 5, 2012.






MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
 
Nine Months Ended
 
September 30,
 
2012
 
2011
Cash flows from operating activities:
 
 
 
Net income
$
90,122

 
$
21,491

Less:  Income from discontinued operations
(67,312
)
 
(7,728
)
Net income from continuing operations
22,810

 
13,763

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation and amortization
29,457

 
29,523

Amortization of deferred debt issuance costs
2,611

 
3,071

Amortization of debt discount
504

 
262

Loss on sale of property, plant and equipment
7

 
405

Gain on sale of equity method investment
(486
)
 

Equity in earnings (loss) of unconsolidated entities
532

 
(100
)
Other
379

 
131

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

 
 

Accounts and other receivables
(6,328
)
 
(4,788
)
Product exchange receivables
12,190

 
(16,552
)
Inventories
(38,583
)
 
(28,057
)
Due from affiliates
(27,795
)
 
221

Other current assets
431

 
1,874

Trade and other accounts payable
(8,533
)
 
11,733

Product exchange payables
(9,405
)
 
27,350

Due to affiliates
4,469

 
3,430

Income taxes payable
(96
)
 
(799
)
Other accrued liabilities
840

 
4,218

Change in other non-current assets and liabilities
(1,126
)
 
(123
)
Net cash provided by (used in) continuing operating activities
(18,122
)
 
45,562

Net cash provided by discontinued operating activities
120

 
12,272

Net cash provided by (used in) operating activities
(18,002
)
 
57,834

Cash flows from investing activities:
 

 
 

Payments for property, plant and equipment
(63,009
)
 
(48,769
)
Acquisitions

 
(16,815
)
Payments for plant turnaround costs
(2,578
)
 
(2,103
)
Proceeds from sale of property, plant and equipment
33

 
530

Proceeds from sale of equity method investment
531

 

Investment in unconsolidated subsidiaries
(775
)
 
(59,319
)
Return of investments from unconsolidated entities
5,133

 
383

Distributions from (contributions to) unconsolidated entities for operations
(22,786
)
 
(929
)
Net cash used in continuing investing activities
(83,451
)
 
(127,022
)
Net cash provided by (used in) discontinued investing activities
271,181

 
(8,253
)
Net cash provided by (used in) investing activities
187,730

 
(135,275
)
Cash flows from financing activities:
 

 
 

Payments of long-term debt
(547,000
)
 
(389,000
)
Payments of notes payable and capital lease obligations
(6,522
)
 
(831
)
Proceeds from long-term debt
349,000

 
456,000

Net proceeds from follow on offering
91,361

 
70,330

General partner contribution
1,951

 
1,505

Treasury units purchased
(221
)
 
(582
)
Payment of debt issuance costs
(204
)
 
(3,424
)
Excess purchase price over carrying value of acquired assets

 
(19,685
)
Cash distributions paid
(58,332
)
 
(47,956
)
Net cash provided by (used in) financing activities
(169,967
)
 
66,357

Net decrease in cash
(239
)
 
(11,084
)
Cash at beginning of period
266

 
11,380

Cash at end of period
$
27

 
$
296

       
These financial statements should be read in conjunction with the financial statements and the accompanying notes and other information included in the Partnership's Quarterly Report on Form 10-Q to be filed with the Securities and Exchange Commission on November 5, 2012.





MARTIN MIDSTREAM PARTNERS L.P.
SEGMENT OPERATING INCOME
(Unaudited)
(Dollars in thousands)

Terminalling and Storage Segment
Three Months Ended September 30,
 
2012
 
2011
 
(In thousands)
Revenues:
 
 
 
Services
$
25,066

 
$
20,555

Products
20,601

 
17,525

Total revenues
45,667

 
38,080

 
 
 
 
Cost of products sold
19,303

 
16,497

Operating expenses
14,373

 
12,891

Selling, general and administrative expenses
340

 
53

Depreciation and amortization
5,503

 
4,829

Operating income
$
6,148

 
$
3,810



Natural Gas Services Segment
Three Months Ended September 30,
 
2012
 
2011
 
(In thousands)
Revenues
$
190,738

 
$
159,748

Cost of products sold
186,080

 
156,607

Operating expenses
847

 
762

Selling, general and administrative expenses
786

 
438

Depreciation and amortization
149

 
148

Operating income
$
2,876

 
$
1,793

 
 
 
 
NGLs Volumes (Bbls)
3,092

 
2,068


The Natural Gas Services segment information shown above excludes the discontinued operations of the Prism Assets for both periods.





MARTIN MIDSTREAM PARTNERS L.P.
SEGMENT OPERATING INCOME
(Unaudited)
(Dollars in thousands)

Sulfur Services Segment
Three Months Ended September 30,
 
2012
 
2011
 
(In thousands)
Revenues:
 
 
 
Services
$
2,926

 
$
2,850

Products
57,670

 
67,319

Total revenues
60,596

 
70,169

 
 
 
 
Cost of products sold
47,362

 
59,899

Operating expenses
4,357

 
4,930

Selling, general and administrative expenses
1,008

 
774

Depreciation and amortization
1,750

 
1,676

 
6,119

 
2,890

Other operating income (loss)
(5
)
 
1,411

Operating income
$
6,114

 
$
4,301

 
 
 
 
Sulfur (long tons)
225.6

 
310.2

Fertilizer (long tons)
61.2

 
54.2

Sulfur services volumes (long tons)
286.8

 
364.4



Marine Transportation Segment
Three Months Ended September 30,
 
2012
 
2011
 
(In thousands)
Revenues
$
22,879

 
$
22,411

Operating expenses
18,026

 
17,300

Selling, general and administrative expenses
580

 
1,306

Depreciation and amortization
2,564

 
3,372

 
1,709

 
433

Other operating income

 
309

Operating income
$
1,709

 
$
742







MARTIN MIDSTREAM PARTNERS L.P.
SEGMENT OPERATING INCOME
(Unaudited)
(Dollars in thousands)

Terminalling and Storage Segment
Nine Months Ended September 30,
 
2012
 
2011
 
(In thousands)
Revenues:
 
 
 
Services
$
68,649

 
$
60,031

Products
61,482

 
55,461

Total revenues
130,131

 
115,492

 
 
 
 
Cost of products sold
57,733

 
52,277

Operating expenses
42,340

 
38,145

Selling, general and administrative expenses
401

 
229

Depreciation and amortization
15,170

 
14,114

 
14,487

 
10,727

Other operating income (loss)
395

 
(577
)
Operating income
$
14,882

 
$
10,150



Natural Gas Services Segment
Nine Months Ended September 30,
 
2012
 
2011
 
(In thousands)
Revenues
$
527,666

 
$
423,953

Cost of products sold
517,083

 
414,981

Operating expenses
2,603

 
2,249

Selling, general and administrative expenses
2,242

 
1,509

Depreciation and amortization
436

 
435

Operating income
$
5,302

 
$
4,779

 
 
 
 
NGLs Volumes (Bbls)
7,825

 
5,444


The Natural Gas Services segment information shown above excludes the discontinued operations of the Prism Assets for both periods.






MARTIN MIDSTREAM PARTNERS L.P.
SEGMENT OPERATING INCOME
(Unaudited)
(Dollars in thousands)

Sulfur Services Segment
Nine Months Ended September 30,
 
2012
 
2011
 
(In thousands)
Revenues:
 
 
 
Services
$
8,777

 
$
8,550

Products
193,464

 
198,310

Total revenues
202,241

 
206,860

 
 
 
 
Cost of products sold
149,853

 
164,414

Operating expenses
13,164

 
14,587

Selling, general and administrative expenses
2,945

 
2,517

Depreciation and amortization
5,325

 
4,998

 
30,954

 
20,344

Other operating income (loss)
(27
)
 
2,086

Operating income
$
30,927

 
$
22,430

 
 
 
 
Sulfur (long tons)
861.8

 
998.7

Fertilizer (long tons)
238.7

 
201.2

Sulfur services volumes (long tons)
1,100.5

 
1,199.9



Marine Transportation Segment
Nine Months Ended September 30,
 
2012
 
2011
 
(In thousands)
Revenues
$
65,912

 
$
63,201

Operating expenses
52,773

 
50,831

Selling, general and administrative expenses
1,366

 
2,213

Depreciation and amortization
8,526

 
9,976

 
3,247

 
181

Other operating income

 
309

Operating income
$
3,247

 
$
490





MARTIN MIDSTREAM PARTNERS L.P.
DISTRIBUTABLE CASH FLOW
Unaudited Non-GAAP Financial Measure
(Dollars in thousands)
 
Three Months Ended September 30, 2012
 
Nine Months Ended September 30, 2012
 
 
 
 
Net income
$
72,401

 
$
90,122

Less: Income from discontinued operations
(63,603
)
 
(67,312
)
Net income from continuing operations
8,798

 
22,810

 
 
 
 
Adjustments to reconcile net income to distributable cash flow:
 
 
 
Continuing operations:
 
 
 
Depreciation and amortization
9,966

 
29,457

Loss on sale of property, plant and equipment
4

 
7

Amortization of debt discount
77

 
504

Amortization of deferred debt issuance costs
680

 
2,611

Payments of installment notes payable and capital lease obligations
(81
)
 
(256
)
Distribution equivalents from unconsolidated entities1
836

 
3,114

Mont Belvieu indemnity escrow payment

 
(375
)
Debt prepayment premium

 
2,470

Gain on sale of equity method investment
(486
)
 
(486
)
Equity in loss of unconsolidated entities
169

 
532

Payments for plant turnaround costs
(175
)
 
(2,578
)
Maintenance capital expenditures
(1,325
)
 
(3,603
)
Unit-based compensation
261

 
379

Invested cash in unconsolidated entities from discontinued operations3

 

Distributable cash flow from continuing operations
18,724

 
54,586

 
 
 
 
Discontinued operations:
 
 
 
Income from discontinued operations, net of tax
63,603

 
67,312

Depreciation and amortization

 
2,320

Gain on sale of property, plant and equipment

 
(10
)
Gain on sale of discontinued operations
(62,251
)
 
(61,411
)
Equity in earnings of unconsolidated entities
(377
)
 
(4,611
)
Non-cash deferred tax benefit
(1,570
)
 
(1,888
)
Non-cash mark-to-market on derivatives
(22
)
 
(366
)
Maintenance capital expenditures

 
(537
)
Distribution equivalents from unconsolidated entities from discontinued operations2
872

 
6,792

Invested cash in unconsolidated entities from discontinued operations4
(1,548
)
 
51

Distributable cash flow from discontinued operations
(1,293
)
 
7,652

 
 
 
 
Distributable cash flow
$
17,431

 
$
62,238






 
Three Months Ended September 30, 2012
 
Nine Months Ended September 30, 2012
1   Distribution equivalents from unconsolidated entities from continuing operations:
 
 
 
Distributions from unconsolidated entities
$

 
$

Return of investments from unconsolidated entities
836

 
3,114

Distributions in-kind from equity investments

 

Distribution equivalents from unconsolidated entities
$
836

 
$
3,114

 
 
 
 
2   Distribution equivalents from unconsolidated entities from discontinued operations:
 
 
 
Distributions from unconsolidated entities
$

 
$

Return of investments from unconsolidated entities
105

 
400

Distributions in-kind from equity investments
767

 
6,392

Distribution equivalents from unconsolidated entities
$
872

 
$
6,792

 
 
 
 
3 Invested cash in unconsolidated entities from continuing operations:
 
 
 
Distributions from (contributions to) unconsolidated entities for operations
$
(5,438
)
 
$
(22,786
)
Expansion capital expenditures in unconsolidated entities
5,438

 
22,786

Invested cash in unconsolidated entities
$

 
$

 
 
 
 
4 Invested cash in unconsolidated entities from discontinued operations:
 
 
 
Distributions from (contributions to) unconsolidated entities for operations
$
(1,716
)
 
$
(3,051
)
Expansion capital expenditures in unconsolidated entities
168

 
3,102

Invested cash in unconsolidated entities
$
(1,548
)
 
$
51