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UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d)
 
of the Securities Exchange Act of 1934
 
Date of report (date of earliest event reported): October 16, 2024
 
MARTIN MIDSTREAM PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
Delaware 
000-50056
 
05-0527861
 (State of incorporation
or organization)
(Commission file number)(I.R.S. employer identification number)
4200 Stone Road 
Kilgore, Texas 75662
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (903) 983-6200
 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Units representing limited partnership interestsMMLPThe NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. o




Item 2.02 Results of Operations and Financial Condition.
 
          On October 16, 2024, Martin Midstream Partners L.P. (the "Partnership") issued a press release reporting its financial results for the quarter ended September 30, 2024.   A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and will be published on the Partnership's website at www.MMLP.com. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 

Item 9.01 Financial Statements and Exhibits.
 
(d)      Exhibits
 
      In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 and Exhibit 99.2 are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
Exhibit
Number		Description
99.1
99.2
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101).



 SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
MARTIN MIDSTREAM PARTNERS L.P.
 
By: Martin Midstream GP LLC,
Its General Partner
 
Date: October 16, 2024
 By: /s/ Sharon L. Taylor  
 Sharon L. Taylor
  
Executive Vice President and
Chief Financial Officer 
 
 


EXHIBIT 99.1

MARTIN MIDSTREAM PARTNERS REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS AND DECLARES QUARTERLY CASH DISTRIBUTION

•Reported net loss of $3.3 million and net income of $3.7 million for the three and nine months ended September 30, 2024, respectively
•Adjusted EBITDA of $25.1 million and $87.3 million for the three and nine months ended September 30, 2024, respectively
•Declares quarterly cash dividend of $0.005 per common unit
•On October 3, 2024, entered into a definitive agreement and plan of merger with Martin Resource Management Corporation (“MRMC”) whereby MRMC would acquire all outstanding common units of the Partnership not already owned by MRMC and its subsidiaries

KILGORE, Texas, October 16, 2024 (BUSINESS WIRE) -- Martin Midstream Partners L.P. (Nasdaq: MMLP) (“MMLP” or the “Partnership”) today announced its financial results for the third quarter of 2024.

Bob Bondurant, President and Chief Executive Officer of Martin Midstream GP LLC, the general partner of the Partnership (the "General Partner"), stated, “I am pleased with the Partnership’s third quarter financial results of $25.1 million in adjusted EBITDA despite the slight miss of $1.3 million when compared to guidance targeting $26.4 million in adjusted EBITDA. During the quarter, the Partnership recorded an additional $1.4 million in expense, when compared to guidance, related to our long-term incentive plans which are tied to the fair market value of our common units. With the exception of the Specialty Products division, financial results were above guidance in all remaining segments when allowing for this additional cost.”

“As we look to the coming months leading up to the potential merger with MRMC, our team will remain dedicated to the execution of our long-term strategy; and focused on enhancing the value we provide to our customers, suppliers, and the communities where we live and where our businesses operate.”


THIRD QUARTER 2024 OPERATING RESULTS BY BUSINESS SEGMENT
Operating Income (Loss) ($M)Credit Adjusted EBITDA ($M)Adjusted EBITDA ($M)
Three Months Ended September 30,
 202420232024202320242023
(Amounts may not add or recalculate due to rounding)
Business Segment:
Terminalling and Storage$2.7 $3.1 $8.4 $8.2 $8.4 $8.2 
Transportation8.6 6.7 11.6 9.5 11.6 9.5 
Sulfur Services1.3 2.7 4.2 5.4 4.2 5.4 
Specialty Products3.9 6.0 4.6 6.8 4.6 6.8 
Unallocated Selling, General and Administrative Expense(3.7)(3.8)(3.7)(3.8)(3.7)(3.8)
$12.7 $14.7 $25.1 $26.2 $25.1 $26.2 



Terminalling and storage adjusted EBITDA increased $0.2 million, primarily reflecting increased throughput at our shore based terminals, offset by increased employee-related expenses.

Transportation adjusted EBITDA increased $2.1 million, primarily reflecting higher day rates and utilization in our marine division.

Sulfur services adjusted EBITDA decreased $1.2 million, primarily reflecting decreased fertilizer volumes and margins, offset by higher margins in our sulfur division.

Specialty products adjusted EBITDA decreased $2.2 million, primarily reflecting decreased margins in our lubricants and grease divisions coupled with higher employee-related expenses.

Unallocated selling, general, and administrative expense decreased $0.1 million, reflecting reduced overhead expenses allocated from MRMC.

CAPITALIZATION
 September 30, 2024December 31, 2023
($ in millions)
Debt Outstanding:
Revolving Credit Facility, Due February 2027 1
$86.5 $42.5 
Finance lease obligations0.1 — 
11.50% Senior Secured Notes, Due February 2028400.0 400.0 
Total Debt Outstanding:$486.6 $442.5 
Summary Credit Metrics:
Revolving Credit Facility - Total Capacity$150.0 $175.0 
Revolving Credit Facility - Available Liquidity$54.4 $109.0 
Total Adjusted Leverage Ratio 2
4.14x3.75x
Senior Leverage Ratio 2
0.74x0.36x
Interest Coverage Ratio 2
2.23x2.19x

1 The Partnership was in compliance with all debt covenants as of September 30, 2024 and December 31, 2023.
2 As calculated under the Partnership's revolving credit facility.


RESULTS OF OPERATIONS SUMMARY
(in millions, except per unit amounts)
PeriodNet Income (Loss)Net Income (Loss) Per UnitAdjusted EBITDACredit Adjusted EBITDANet Cash Provided by (Used in) Operating ActivitiesDistributable Cash FlowRevenues
Three Months Ended September 30, 2024$(3.3)$(0.08)$25.1 $25.1 $(15.8)$2.4 $170.9 
Three Months Ended September 30, 2023$3.7 $0.09 $26.2 $26.2 $7.3 $5.0 $176.7 





Reconciliation of Net Income (Loss) to Adjusted EBITDA and Credit Adjusted EBITDA

(in millions)TransportationTerminalling & StorageSulfur ServicesSpecialty ProductsSG&AInterest Expense3Q 2024
Actual
Net income (loss)$8.6 $2.7 $1.3 $3.9 $(5.1)$(14.6)$(3.3)
Interest expense add back– – – – – 14.6 14.6 
Income tax expense– – – – 1.4 – 1.4 
Operating Income (loss)8.6 2.7 1.3 3.9 (3.7)– 12.7 
Depreciation and amortization3.2 5.7 2.9 0.8 – – 12.6 
Gain on sale or disposition of property, plant, and equipment(0.1)– – (0.1)– – (0.2)
Unit-based compensation– – – – – – – 
Adjusted EBITDA11.6 8.4 4.2 4.6 (3.7)– 25.1 
Less: net income (loss) associated with butane optimization business– – – – – – – 
Plus: lower of cost or net realizable value and other non-cash adjustments– – – – – – – 
Credit Adjusted EBITDA$11.6 $8.4 $4.2 $4.6 $(3.7)$– $25.1 

EBITDA, adjusted EBITDA, Credit 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 tables entitled "Reconciliation of Net Income (Loss) to EBITDA, Adjusted EBITDA, and Credit Adjusted EBITDA” and “Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA, Credit 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 2024 to the Partnership's adjusted EBITDA guidance for the third quarter 2024.

QUARTERLY CASH DISTRIBUTION

The Partnership has declared a quarterly cash distribution of $0.005 per unit for the quarter ended September 30, 2024. The distribution is payable on November 14, 2024, to common unitholders of record as of the close of business on November 7, 2024. The ex-dividend date for the cash distribution is November 7, 2024.

Qualified Notice to Nominees

This release is intended to serve as qualified notice under Treasury Regulation Section 1.1446-4(b)(4) and (d). Brokers and nominees should treat one hundred percent (100%) of MMLP’s distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, MMLP’s distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate. For purposes of Treasury Regulation section 1.1446(f)-4(c)(2)(iii), brokers and nominees should treat one hundred percent (100%) of the distributions as being in excess of cumulative net income for purposes of determining the amount to withhold. Nominees, and not Martin Midstream Partners L.P., are treated as withholding agents responsible for any necessary withholding on amounts received by them on behalf of foreign investors.

MERGER AGREEMENT WITH MARTIN RESOURCE MANAGEMENT CORPORATION



On October 3, 2024, the Partnership announced that it has entered into a definitive agreement and plan of merger (“Merger Agreement”) pursuant to which MRMC would acquire all of the outstanding common units of MMLP not already owned by MRMC and its subsidiaries (the “Public Common Units”). The Merger Agreement follows the offer made by MRMC in May 2024 to acquire the Public Common Units.

Investors' Conference Call

Date: Thursday, October 17, 2024
Time: 8:00 a.m. CT (please dial in by 7:55 a.m.)
Dial In #: (800) 715-9871
Conference ID: 8536096
Replay Dial In # (800) 770-2030 – Conference ID: 8536096

A webcast of the conference call along with the Third Quarter 2024 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

Martin Midstream Partners L.P., 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 (formerly known as Twitter).

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, (ii) the ability of the parties to consummate the transactions contemplated by the Merger Agreement in the anticipated timeframe or at all, including MRMC’s ability to fund the aggregate merger consideration; risks related to the satisfaction or waiver of the conditions to closing the transaction in the anticipated timeframe or at all; risks related to obtaining the requisite regulatory approval and Partnership unitholder approval; disruption from the transaction making it more difficult to maintain business and operational relationships; significant transaction costs associated with the transaction; and the risk of litigation and/or regulatory actions related to the transaction, (iii) uncertainties relating to the Partnership’s future cash flows and operations, (iv) the Partnership’s ability to pay future distributions, (v) future market conditions, (vi) current and future governmental regulation, (vii) future taxation, and (viii) 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), Credit 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, Adjusted EBITDA and Credit 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.

We define Credit Adjusted EBITDA as Adjusted EBITDA excluding net income (loss) and the lower of cost or net realizable value and other non-cash adjustments associated with the butane optimization business, which we exited during the second quarter of 2023. Credit 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 provide additional information regarding the calculation of, and compliance with, certain financial covenants in the Partnership’s Third Amended and Restated Credit Agreement.

The GAAP measures most directly comparable to adjusted EBITDA and Credit Adjusted EBITDA are net income (loss) and net cash provided by (used in) operating activities. Adjusted EBITDA and Credit 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 and Credit 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.



Contact:

Sharon Taylor - Executive Vice President & Chief Financial Officer
(877) 256-6644
ir@mmlp.com

MMLP-F



MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED BALANCE SHEETS
(Dollars in thousands)
 September 30, 2024December 31, 2023
(Unaudited)(Audited)
Assets  
Cash$56 $54 
Accounts and other receivables, less allowance for doubtful accounts of $704 and $530, respectively
70,041 53,293 
Inventories 43,037 43,822 
Due from affiliates23,522 7,924 
Other current assets12,156 9,220 
Total current assets148,812 114,313 
Property, plant and equipment, at cost948,185 918,786 
Accumulated depreciation(640,407)(612,993)
Property, plant and equipment, net307,778 305,793 
Goodwill16,671 16,671 
Right-of-use assets 61,521 60,359 
Investment in DSM Semichem LLC7,624 — 
Deferred income taxes, net 10,043 10,200 
Other assets, net 2,308 2,039 
Total assets$554,757 $509,375 
Liabilities and Partners’ Capital (Deficit)  
Current installments of long-term debt and finance lease obligations $14 $— 
Trade and other accounts payable60,995 51,653 
Product exchange payables— 426 
Due to affiliates1,388 6,334 
Income taxes payable1,315 652 
Other accrued liabilities31,157 41,499 
Total current liabilities94,869 100,564 
Long-term debt, net 469,269 421,173 
Finance lease obligations58 — 
Operating lease liabilities 44,549 45,684 
Other long-term obligations7,354 6,578 
Total liabilities616,099 573,999 
Commitments and contingencies
Partners’ capital (deficit) (61,342)(64,624)
Total liabilities and partners' capital (deficit)$554,757 $509,375 





MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per unit amounts)
Three Months EndedNine Months Ended
September 30,September 30,
2024202320242023
Revenues:  
Terminalling and storage  *$22,562 $22,202 $67,454 $64,744 
Transportation  *56,506 55,223 172,489 165,696 
Sulfur services3,477 3,358 10,431 10,073 
Product sales: *
Specialty products67,206 66,695 200,819 277,836 
Sulfur services21,183 29,219 85,102 98,513 
 88,389 95,914 285,921 376,349 
Total revenues170,934 176,697 536,295 616,862 
Costs and expenses:    
Cost of products sold: (excluding depreciation and amortization)    
Specialty products *58,409 56,298 173,192 245,863 
Sulfur services *12,545 19,461 52,178 66,932 
Terminalling and storage *23 23 65 54 
 70,977 75,782 225,435 312,849 
Expenses:    
Operating expenses  *62,363 64,375 191,655 187,857 
Selling, general and administrative  *12,494 10,424 32,108 30,043 
Depreciation and amortization12,608 12,223 37,944 37,671 
Total costs and expenses158,442 162,804 487,142 568,420 
Gain on disposition or sale of property, plant and equipment159 811 1,320 1,096 
Operating income12,651 14,704 50,473 49,538 
Other income (expense):    
Interest expense, net(14,592)(14,994)(42,811)(45,914)
Loss on extinguishment of debt— — — (5,121)
Equity in earnings (loss) of DSM Semichem LLC(314)— (314)— 
Other, net2 17 20 50 
Total other expense(14,904)(14,977)(43,105)(50,985)
Net income (loss) before taxes(2,253)(273)7,368 (1,447)
Income tax expense(1,066)(788)(3,634)(3,619)
Net income (loss)(3,319)(1,061)3,734 (5,066)
Less general partner's interest in net income (loss)66 21 (75)101 
Less income (loss) allocable to unvested restricted units14 4 (14)16 
Limited partners' interest in net income (loss)$(3,239)$(1,036)$3,645 $(4,949)
Net income (loss) per unit attributable to limited partners - basic and diluted$(0.08)$(0.03)$0.09 $(0.13)
Weighted average limited partner units - basic38,832,22238,772,26638,831,06438,771,451
Weighted average limited partner units - diluted38,832,22238,772,26638,909,97638,771,451

*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 EndedNine Months Ended
September 30,September 30,
2024202320242023
Revenues:*    
Terminalling and storage$17,785 $18,542 $54,412 $54,121 
Transportation7,975 7,426 24,894 20,214 
Product Sales91 122 343 8,544 
Costs and expenses:*
Cost of products sold: (excluding depreciation and amortization)
Specialty products8,401 9,896 23,342 27,324 
Sulfur services3,014 2,787 8,926 8,139 
Terminalling and storage23 23 65 54 
Expenses:
Operating expenses26,153 25,606 79,077 74,491 
Selling, general and administrative12,215 8,477 27,716 23,549 








MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF CAPITAL (DEFICIT)
(Unaudited)
(Dollars in thousands)

 Partners’ Capital (Deficit)
 Common LimitedGeneral Partner Amount 
 UnitsAmountTotal
Balances - June 30, 202439,001,086 $(59,557)$1,691 $(57,866)
Net loss— (3,253)(66)(3,319)
Cash distributions— (195)(4)(199)
Unit-based compensation— 42 — 42 
Balances - September 30, 202439,001,086 (62,963)1,621 (61,342)
Balances - December 31, 202338,914,806 $(66,182)$1,558 $(64,624)
Net income— 3,659 75 3,734 
Issuance of restricted units86,280 — — — 
Cash distributions— (585)(12)(597)
Unit-based compensation— 145 — 145 
Balances - September 30, 202439,001,086 $(62,963)$1,621 $(61,342)

 Partners’ Capital (Deficit)
 Common LimitedGeneral Partner Amount 
 UnitsAmountTotal
Balances - June 30, 202338,914,806 $(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, 202338,914,806 (66,531)1,552 (64,979)
Balances - December 31, 202238,850,750 $(61,110)$1,665 $(59,445)
Net loss— (4,965)(101)(5,066)
Issuance of restricted units64,056 — — — 
Cash distributions— (583)(12)(595)
Unit-based compensation— 127 — 127 
Balances - September 30, 202338,914,806 $(66,531)$1,552 $(64,979)


MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
 Nine Months Ended
September 30,
 20242023
Cash flows from operating activities:  
Net income (loss)$3,734 $(5,066)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:  
Depreciation and amortization37,944 37,671 
Amortization of deferred debt issuance costs2,311 3,206 
Amortization of debt discount1,800 1,600 
Deferred income tax expense157 2,322 
Gain on disposition or sale of property, plant and equipment, net(1,320)(1,096)
Loss on extinguishment of debt— 5,121 
Equity in (earnings) loss of DSM Semichem LLC314 — 
Non cash unit-based compensation145 127 
Change in current assets and liabilities, excluding effects of acquisitions and dispositions:
Accounts and other receivables(16,748)19,190 
Inventories591 68,099 
Due from affiliates(15,598)5,914 
Other current assets(373)5,282 
Trade and other accounts payable9,867 (24,709)
Product exchange payables(426)743 
Due to affiliates(4,946)(804)
Income taxes payable663 (204)
Other accrued liabilities(12,632)(10,311)
Change in other non-current assets and liabilities701 (1,020)
Net cash provided by operating activities6,184 106,065 
Cash flows from investing activities:  
Payments for property, plant and equipment(34,058)(25,294)
Payments for plant turnaround costs(9,599)(2,367)
Investment in DSM Semichem LLC(6,938)— 
Proceeds from sale of property, plant and equipment953 5,183 
Net cash used in investing activities(49,642)(22,478)
Cash flows from financing activities:  
Payments of long-term debt(173,000)(579,197)
Payments under finance lease obligations(5)(9)
Proceeds from long-term debt217,077 510,489 
Payment of debt issuance costs(15)(14,266)
Cash distributions paid(597)(595)
Net cash provided by (used in) financing activities43,460 (83,578)
Net increase in cash2 9 
Cash at beginning of period54 45 
Cash at end of period$56 $54 
Non-cash additions to property, plant and equipment$2,418 $2,369 
Non-cash contribution of land to DSM Semichem LLC$1,000 $— 



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, 2024 and 2023

 Three Months Ended September 30,VariancePercent Change
 20242023
(In thousands, except BBL per day)
  
Revenues$24,414 $23,973 $441 2 %
Cost of products sold23 23 — — %
Operating expenses14,857 15,078 (221)(1)%
Selling, general and administrative expenses1,130 628 502 80 %
Depreciation and amortization5,695 5,102 593 12 %
 2,709 3,142 (433)(14)%
Loss on disposition or sale of property, plant and equipment(34)(35)1 3 %
Operating income$2,675 $3,107 $(432)(14)%
Shore-based throughput volumes (gallons)42,242 40,655 1,587 4 %
Smackover refinery throughput volumes (guaranteed minimum BBL per day)6,500 6,500 — — %

Comparative Results of Operations for the Nine Months Ended September 30, 2024 and 2023

 Nine Months Ended September 30,VariancePercent Change
 20242023
 (In thousands, except BBL per day)
  
Revenues$73,101 $71,798 $1,303 2 %
Cost of products sold65 54 11 20 %
Operating expenses45,414 43,318 2,096 5 %
Selling, general and administrative expenses2,232 1,510 722 48 %
Depreciation and amortization16,819 15,896 923 6 %
 8,571 11,020 (2,449)(22)%
Gain (loss) on disposition or sale of property, plant and equipment1,063 (359)1,422 396 %
Operating income$9,634 $10,661 $(1,027)(10)%
Shore-based throughput volumes (gallons)130,502 126,438 4,064 3 %
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, 2024 and 2023

 Three Months Ended September 30,VariancePercent Change
 20242023
 (In thousands)
Revenues$60,196 $58,541 $1,655 3 %
Operating expenses45,138 46,465 (1,327)(3)%
Selling, general and administrative expenses3,423 2,571 852 33 %
Depreciation and amortization3,182 3,674 (492)(13)%
 8,453 5,831 2,622 45 %
Gain on disposition or sale of property, plant and equipment130 846 (716)(85)%
Operating income$8,583 $6,677 $1,906 29 %


Comparative Results of Operations for the Nine Months Ended September 30, 2024 and 2023

 Nine Months Ended September 30,VariancePercent Change
 20242023
 (In thousands)
Revenues$183,705 $178,875 $4,830 3 %
Operating expenses139,562 136,940 2,622 2 %
Selling, general and administrative expenses8,150 7,101 1,049 15 %
Depreciation and amortization10,039 11,196 (1,157)(10)%
$25,954 $23,638 $2,316 10 %
Gain on disposition or sale of property, plant and equipment496 1,497 (1,001)(67)%
Operating income$26,450 $25,135 $1,315 5 %



Sulfur Services Segment


Comparative Results of Operations for the Three Months Ended September 30, 2024 and 2023

 Three Months Ended September 30,VariancePercent Change
 20242023
 (In thousands)
Revenues:  
Services$3,477 $3,358 $119 4 %
Products21,183 29,219 (8,036)(28)%
Total revenues24,660 32,577 (7,917)(24)%
Cost of products sold15,292 21,972 (6,680)(30)%
Operating expenses3,089 3,510 (421)(12)%
Selling, general and administrative expenses2,091 1,713 378 22 %
Depreciation and amortization2,937 2,639 298 11 %
 1,251 2,743 (1,492)(54)%
Gain on disposition or sale of property, plant and equipment3 — 3 
Operating income$1,254 $2,743 $(1,489)(54)%
Sulfur (long tons)113 155 (42)(27)%
Fertilizer (long tons)29 58 (29)(50)%
Total sulfur services volumes (long tons)142 213 (71)(33)%


Comparative Results of Operations for the Nine Months Ended September 30, 2024 and 2023    

 Nine Months Ended September 30,VariancePercent Change
 20242023
 (In thousands)
Revenues:  
Services$10,431 $10,073 $358 4 %
Products85,103 98,513 (13,410)(14)%
Total revenues95,534 108,586 (13,052)(12)%
Cost of products sold60,246 74,062 (13,816)(19)%
Operating expenses8,773 9,595 (822)(9)%
Selling, general and administrative expenses5,111 4,292 819 19 %
Depreciation and amortization8,697 8,072 625 8 %
 12,707 12,565 142 1 %
Gain (loss) on disposition or sale of property, plant and equipment(305)17 (322)(1,894)%
Operating income$12,402 $12,582 $(180)(1)%
Sulfur (long tons)296 352 (56)(16)%
Fertilizer (long tons)165 192 (27)(14)%
Total sulfur services volumes (long tons)461 544 (83)(15)%







Specialty Products Segment


Comparative Results of Operations for the Three Months Ended September 30, 2024 and 2023

 Three Months Ended September 30,VariancePercent Change
 20242023
 (In thousands)
Products revenues$67,225 $66,720 $505 1 %
Cost of products sold60,445 58,177 2,268 4 %
Operating expenses30 23 7 30 %
Selling, general and administrative expenses2,135 1,698 437 26 %
Depreciation and amortization794 808 (14)(2)%
 3,821 6,014 (2,193)(36)%
Gain on disposition or sale of property, plant and equipment60 — 60 
Operating income$3,881 $6,014 $(2,133)(35)%
NGL sales volumes (Bbls)582 509 73 14 %
Other specialty products volumes (Bbls)91 106 (15)(14)%
Total specialty products volumes (Bbls)673 615 58 9 %
    
    

Comparative Results of Operations for the Nine Months Ended September 30, 2024 and 2023

 Nine Months Ended September 30,VariancePercent Change
 20242023
 (In thousands)
Products revenues$200,888 $277,895 $(77,007)(28)%
Cost of products sold179,800 256,898 (77,098)(30)%
Operating expenses81 55 26 47 %
Selling, general and administrative expenses5,300 5,287 13 — %
Depreciation and amortization2,389 2,507 (118)(5)%
 13,318 13,148 170 1 %
Gain (loss) on disposition or sale of property, plant and equipment66 (59)125 212 %
Operating income$13,384 $13,089 $295 2 %
NGL sales volumes (Bbls)1,744 3,027 (1,283)(42)%
Other specialty products volumes (Bbls)263 280 (17)(6)%
Total specialty products volumes (Bbls)2,007 3,307 (1,300)(39)%
















Unallocated Selling, General and Administrative Expenses


Comparative Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023
 Three Months Ended September 30,VariancePercent ChangeNine Months Ended September 30,VariancePercent Change
 2024202320242023
 (In thousands)(In thousands)
Indirect selling, general and administrative expenses$3,742 $3,837 $(95)(2)%$11,397 $11,929 $(532)(4)%


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, 2024 and 2023, which represents EBITDA, adjusted EBITDA, Credit Adjusted EBITDA, distributable cash flow, and adjusted free cash flow:

Reconciliation of Net Income (Loss) to EBITDA, Adjusted EBITDA, and Credit Adjusted EBITDA
Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
(in thousands)(in thousands)
Net income (loss)$(3,319)$(1,061)$3,734 $(5,066)
Adjustments:
Interest expense14,592 14,994 42,811 45,914 
Income tax expense1,066 788 3,634 3,619 
Depreciation and amortization12,608 12,223 37,944 37,671 
EBITDA 24,947 26,944 88,123 82,138 
Adjustments:
Gain on disposition or sale of property, plant and equipment(159)(811)(1,320)(1,096)
Loss on extinguishment of debt— — — 5,121 
Equity in (earnings) loss of DSM Semichem LLC314 — 314 — 
Lower of cost or net realizable value and other non-cash adjustments— — — (12,850)
Unit-based compensation42 37 145 127 
Adjusted EBITDA $25,144 $26,170 $87,262 $73,440 
Adjustments:
         Less: net loss associated with butane optimization business— — — 2,255 
         Plus: lower of cost or net realizable value and other non-cash adjustments— $— — 12,850 
Credit Adjusted EBITDA
$25,144 $26,170 $87,262 $88,545 




Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA, Credit Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow
Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
(in thousands)(in thousands)
Net cash provided by (used in) operating activities$(15,753)$7,291 $6,184 $106,065 
Interest expense 1
13,220 13,623 38,700 41,108 
Current income tax expense935 333 3,477 1,297 
Lower of cost or net realizable value and other non-cash adjustments— — — (12,850)
Changes in operating assets and liabilities which (provided) used cash:
Accounts and other receivables, inventories, and other current assets22,489 (5,983)32,128 (98,485)
Trade, accounts and other payables, and other current liabilities4,032 11,155 7,474 35,285 
Other221 (249)(701)1,020 
Adjusted EBITDA25,144 26,170 87,262 73,440 
Adjustments:
Less: net loss associated with butane optimization business— — — 2,255 
Plus: lower of cost or net realizable value and other non-cash adjustments— — — 12,850 
Credit Adjusted EBITDA
25,144 26,170 87,262 88,545 
Adjustments:
Interest expense(14,592)(14,994)(42,811)(45,914)
Income tax expense(1,066)(788)(3,634)(3,619)
Deferred income taxes131 455 157 2,322 
Amortization of debt discount600 600 1,800 1,600 
Amortization of deferred debt issuance costs772 771 2,311 3,206 
Payments for plant turnaround costs(2,894)(1,706)(9,599)(2,367)
Maintenance capital expenditures(5,738)(5,516)(17,949)(19,588)
Distributable cash flow2,357 4,992 17,537 24,185 
Principal payments under finance lease obligations(4)— (5)(9)
Investment in DSM Semichem LLC— — (6,938)— 
Expansion capital expenditures(3,903)(3,444)(15,584)(6,126)
Adjusted free cash flow$(1,550)$1,548 $(4,990)$18,050 

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.




October 16, 2024 Third Quarter 2024 Earnings Summary MARTIN MIDSTREAM PARTNERS Exhibit 99.2

 
MMLP 3Q 2024 Adjusted EBITDA Reconciliation & Comparison to Guidance (in millions) Page 2 Terminalling & Storage 2024E Guidance 3Q24 Guidance 3Q24A Smackover Refinery $15.5 $4.5 $3.8 Specialty Terminals $11.9 $3.2 $2.9 Shore-Based Terminals $5.9 $0.9 $1.3 Underground Storage $1.5 $0.5 $0.4 Total Terminalling & Storage $34.8 $9.0 $8.4 Specialty Products 2024E Guidance 3Q24 Guidance 3Q24A Lubricants $7.8 $3.6 $2.2 Grease $9.0 $2.4 $1.9 Propane $2.7 $0.3 $0.4 Natural Gasoline $1.0 $0.2 $0.1 Total Specialty Products $20.4 $6.5 $4.6 Adjusted EBITDA* $131.2 $30.2 $28.8 Unallocated SG&A $(15.1) $(3.8) $(3.7) Total Adjusted EBITDA $116.1 $26.4 $25.1 Sulfur Services 2024E Guidance 3Q24 Guidance 3Q24A Fertilizer $14.5 $0.7 $0.4 ELSA $0.9 — — Sulfur $13.4 $3.1 $3.7 Total Sulfur Services $28.8 $3.7 $4.2 Transportation 2024E Guidance 3Q24 Guidance 3Q24A Land $29.9 $6.4 $6.5 Marine $17.2 $4.4 $5.1 Total Transportation $47.2 $10.8 $11.6 Note: numbers may not add due to rounding *Pre-Unallocated SG&A Transportation Terminalling & Storage Sulfur Services Specialty Products SG&A Interest Expense 3Q 2024 Actual Net income (loss) $8.6 $2.7 $1.3 $3.9 $(5.1) $(14.6) $(3.3) Interest expense add back — — — — — $14.6 $14.6 Income tax expense — — — — $1.4 — $1.4 Operating income (loss) $8.6 $2.7 $1.3 $3.9 $(3.7) $0.0 $12.7 Depreciation and amortization $3.2 $5.7 $2.9 $0.8 — — $12.6 Gain on sale or disposition of property, plant, and equipment $(0.1) — — $(0.1) — — $(0.2) Unit-based compensation — — — — — — $0.0 Adjusted EBITDA $11.6 $8.4 $4.2 $4.6 $(3.7) $0.0 $25.1

 
Page 3 MMLP 2024E Adjusted EBITDA Guidance (in millions) Note: numbers may not add due to rounding *Pre-Unallocated SG&A Terminalling & Storage 1Q24A 2Q24A 3Q24A 4Q24E 2024E Smackover Refinery $4.1 $3.1 $3.8 $4.5 $15.5 Specialty Terminals $3.1 $2.9 $2.9 $3.0 $11.9 Shore-Based Terminals $1.7 $1.5 $1.3 $1.4 $5.9 Underground Storage $0.1 $0.6 $0.4 $0.4 $1.5 Total Terminalling & Storage $9.0 $8.0 $8.4 $9.4 $34.8 Fixed-Fee Specialty Products 1Q24A 2Q24A 3Q24A 4Q24E 2024E Lubricants $1.5 $2.5 $2.2 $1.6 $7.8 Margin Grease $2.5 $2.7 $1.9 $1.9 $9.0 Margin Propane $1.1 $0.3 $0.4 $0.9 $2.7 Margin Natural Gasoline $0.3 $0.3 $0.1 $0.3 $1.0 Fixed-Fee Total Specialty Products $5.4 $5.7 $4.6 $4.6 $20.4 Sulfur Services 1Q24A 2Q24A 3Q24A 4Q24E 2024E Fertilizer $4.2 $6.7 $0.4 $3.2 $14.5 Margin ELSA — — — $0.9 $0.9 Fixed-Fee Sulfur $2.5 $3.8 $3.7 $3.4 $13.4 Fixed-Fee Total Sulfur Services $6.7 $10.6 $4.2 $7.6 $28.8 Transportation 1Q24A 2Q24A 3Q24A 4Q24E 2024E Land $9.0 $8.2 $6.5 $6.2 $29.9 Marine $4.2 $2.9 $5.1 $5.0 $17.2 Total Transportation $13.2 $11.2 $11.6 $11.2 $47.2 Fixed-Fee Adjusted EBITDA* $34.2 $35.5 $28.8 $32.8 $131.2 Unallocated SG&A $(3.8) $(3.8) $(3.7) $(3.8) $(15.1) Total Adjusted EBITDA $30.4 $31.7 $25.1 $29.0 $116.1 Included in maintenance capex is $10.5 million of turnaround costs. Included in growth capex is $18.8 million for ELSA.

 
Disclaimers Page 4 Use of Non-GAAP Financial Measures Forward Looking Statements This presentation includes certain non-GAAP financial measures such as Adjusted EBITDA. These non-GAAP financial measures are not meant to be considered in isolation or as a substitute for results prepared in accordance with accounting principles generally accepted in the United States (GAAP). A reconciliation of non-GAAP financial measures included in this presentation to the most directly comparable financial measures calculated and presented in accordance with GAAP is set forth in the Appendix of this presentation or on our web site at www.MMLP.com. MMLP’s management believes that these non-GAAP financial measures may provide useful information to investors regarding MMLP’s financial condition and results of operations as they provide another measure of the profitability and ability to service its debt and are considered important measures by financial analysts covering MMLP and its peers. The Partnership has not provided comparable GAAP financial information on a forward-looking basis because it would require the Partnership to create estimated ranges on a GAAP basis, which would entail unreasonable effort. Adjustments required to reconcile forward-looking non-GAAP measures cannot be predicted with reasonable certainty but may include, among others, costs related to debt amendments and unusual charges, expenses and gains. Some or all of those adjustments could be significant. 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 or operational estimates rely on a number of assumptions concerning future events and are subject to a number of uncertainties, (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 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.

 
Martin Midstream Partners 4200 B Stone Road Kilgore, Texas 75662 903.983.6200 www.MMLP.com

 
v3.24.3
Cover
Oct. 16, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 16, 2024
Entity Registrant Name MARTIN MIDSTREAM PARTNERS L.P.
Entity Incorporation, State DE
Entity File Number 000-50056
Entity Tax Identification Number 05-0527861
Entity Address, Address Line One 4200 Stone Road
Entity Address, City or Town Kilgore
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75662
City Area Code 903
Local Phone Number 983-6200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of each class Common Units representing limited partnership interests
Trading Symbol(s) MMLP
Name of each exchange on which registered NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001176334
Amendment Flag false
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