- -------------------------------------------------------------------------------- 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): August 8, 2003 MARTIN MIDSTREAM PARTNERS L.P. (Exact name of Registrant as specified in its charter)

DELAWARE 000-50056 05-0527861 (State of incorporation (Commission file number) (I.R.S. employer identification number) or organization) 4200 STONE ROAD KILGORE, TEXAS 75662 (Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (903) 983-6200 - --------------------------------------------------------------------------------

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibit referenced below and the information set forth therein are deemed to be furnished pursuant to Item 12 hereof and shall not be deemed to be "filed" under the Securities Exchange Act of 1934. EXHIBIT NUMBER DESCRIPTION ------ ----------- 99.1 -- Press release dated August 8, 2003. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On August 8, 2003, Martin Midstream Partners L.P. (the "Partnership") issued a press release reporting its results for the quarter ended June 30, 2003. A copy of the press release is included as Exhibit 99.1 to this Current Report and will be published on the Partnership's website at http://www.martinmidstream.com. On August 11, 2003, at 4:00 p.m. Central Time, the Partnership will hold a telephone conference to disclose the Partnership's results for the quarter ended June 30, 2003. Supplemental financial data that will be discussed during the conference call is included in the press release which is included as Exhibit 99.1 to this Current Report. Pursuant to the rules and regulations of the Securities and Exchange Commission, the press release attached as Exhibit 99.1 is deemed to be furnished and shall not be deemed to be "filed" under the Securities Exchange Act of 1934.

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: August 8, 2003 By: /s/ ROBERT D. BONDURANT ----------------------------------- Robert D. Bondurant, Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 -- Press release dated August 8, 2003.

EXHIBIT 99.1 MARTIN MIDSTREAM PARTNERS L.P. REPORTS SECOND QUARTER 2003 RESULTS KILGORE, Texas, August 8, 2003 /PRNewswire-FirstCall via COMTEX/ -- Martin Midstream Partners L.P. (Nasdaq: MMLP) announced today its results of operations for the second quarter ended June 30, 2003. MMLP commenced the reporting of its own financial results on November 6, 2002, the date of its initial public offering. Prior to such date, MMLP's financial results are reported through the financial statements of its predecessor. MMLP reported net income for the second quarter of 2003 of $2.8 million*, on revenues of $38.7 million, compared to predecessor net income before income taxes of $0.9 million, on revenues of $32.7 million, for the second quarter of 2002. MMLP's net income per limited partner unit for the second quarter of 2003 was $0.39. MMLP reported net income for the six months ending June 30, 2003 of $6.2 million*, on revenues of $99.9 million, compared to predecessor net income before income taxes of $3.7 million, on revenues of $68.3 million, for the six months ending June 30, 2002. MMLP's net income per limited partner unit for the six months ended June 30, 2003 was $0.84. The Company's distributable cash flow for the second quarter of 2003 was $4.0 million, OR 1.09 times the amount required under our partnership agreement to cover the minimum quarterly distribution of $3.65 million on our common and subordinated units for such quarter. The Company's distributable cash flow for the six months ended June 30, 2003 was $7.9 million, or 1.08 times the amount required under our partnership agreement to cover the minimum quarterly distribution of $7.3 million on our common and subordinated units for such six month period. Distributable cash flow is a non-GAAP financial measure which is explained in greater detail below under "Use of Non-GAAP Financial Information". The Company has also included below a table entitled "Distributable Cash Flow" in order to show the components to this non-GAAP financial measure and its reconciliation to the most comparable GAAP measurement. Included with this press release are MMLP's Consolidated Condensed Balance Sheets as of June 30, 2003 and December 31, 2002, its Consolidated and Combined Condensed Statements of Operations for the three months and six months ended June 30, 2003 and 2002 and its Consolidated and Combined Condensed Statements of Cash Flows for the six months ended June 30, 2003 and 2002. These financial statements should be read in conjunction with the information contained in the Company's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2003. Ruben Martin, President and Chief Executive Officer of Martin Midstream GP LLC, the general partner of Martin Midstream Partners, said "We are pleased with Martin Midstream's performance and the returns to our unitholders. We continue to evaluate several potential acquisition targets which meet our disciplined pricing criteria. These investments must be accretive to earnings while maintaining our target long term debt to total capitalization ratio of less than 50%. Any such acquisitions, along with our internal growth, will continue to make Martin Midstream Partners an attractive investment." * Contains no effect of income taxes since MMLP is a non-taxable partnership.

Conference Call A conference call to review the second quarter 2003 results will be held on Monday, August 11, 2003, at 4:00 p.m. Central Time. The conference call can be accessed by calling (877) 407-9205. An audio replay of the conference call will be available by calling (877) 660-6853 from 10:00 a.m. Central Time on August 12, 2003 through 10:59 p.m. Central Time on August 19, 2003. The access codes for the conference call and the audio replay are as follows: Account No. 1628; Conference ID No. 72890. The audio replay of the conference call will also be archived on the Company's website at http://www.martinmidstream.com. About Martin Midstream Partners Martin Midstream Partners provides marine transportation, terminalling, distribution and midstream logistical services for producers and suppliers of hydrocarbon products and by-products, specialty chemicals and other liquids. The Company also manufactures and markets sulfur-based fertilizers and related products and owns an unconsolidated non-controlling 49.5% limited partnership interest in CF Martin Sulphur L.P., which operates a sulfur storage and transportation business. MMLP operates primarily in the Gulf Coast region of the United States. Additional information concerning the Company is available on the Company's website at http://www.martinmidstream.com. 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. These factors include, but are not limited to: adverse weather conditions; reliance on its unconsolidated non-controlling interest in CF Martin Sulphur L.P.; the incurrence of material liabilities that are not fully covered by insurance; the price volatility and the supply availability of hydrocarbon products and by-products; restrictions in its debt agreements; the prospects for future acquisitions and its ability to make future acquisitions; the performance of recently acquired businesses; the seasonality of its business; the competition in the industry; changes in regulations on the federal, state and local level that are applicable to its business; the cost of attracting and retaining highly skilled personnel; the loss of significant commercial relationships with Martin Resource Management Corporation ("MRMC"); interruption in operations at its facilities; federal regulations applicable to its marine vessels and regulations effecting the domestic tank vessel industry; cost reimbursements it is required to pay to MRMC; conflicts of interest and competition with MRMC; the decisions made by and the control of its general partner; and a decision by the IRS

to tax MMLP as a corporation. A discussion of these factors, including risks and uncertainties, is set forth in the Company'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 event, or otherwise. Use of Non-GAAP Financial Information MMLP reports its financial results in accordance with generally accepted accounting principles. However, from time to time, MMLP uses certain non-GAAP financial measures such as distributable cash flow because 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 MMLP's cash flow after it has satisfied the capital and related requirements of its operations. Distributable cash flow is not a measure of financial performance or liquidity under GAAP. It should not be considered in isolation or as an indicator of MMLP's performance. 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, MMLP 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 Company has included below a table entitled "Distributable Cash Flow" in order to show the components to this non-GAAP financial measure and its reconciliation to the most comparable GAAP measure. MMLP calculates distributable cash flow as follows: net income (as reported in its Consolidated and Combined Condensed Statements of Operations), plus depreciation and amortization and amortization of deferred debt issue costs (as reported in its Consolidated and Combined Condensed Statements of Cash Flows), less maintenance capital expenditures (as defined below), plus distributions from unconsolidated partnership (as reported in its Consolidated and Combined Condensed Statements of Cash Flows), less equity in earnings from unconsolidated entities (as reported in its Consolidated and Combined Condensed Statements of Operations). MMLP's maintenance capital expenditures, along with its expansion capital expenditures, are components of payments for property, plant, and equipment included in its Consolidated and Combined Condensed Statements of Cash Flows. For the three months and six months ended June 30, 2003, MMLP did not have any expansion capital expenditures. Contacts: Robert D. Bondurant, Executive Vice President and Chief Financial Officer of Martin Midstream GP LLC, (903) 983-6200.

MARTIN MIDSTREAM PARTNERS L.P. CONSOLIDATED CONDENSED BALANCE SHEETS (DOLLARS IN THOUSANDS)

JUNE 30, DECEMBER 31 2003 2002 (UNAUDITED) (AUDITED) ----------- --------- ASSETS Cash .............................................................................. $ 5,536 $ 1,734 Accounts and other receivables, less allowance for doubtful accounts of $293 and $355 ................................................................ 18,642 20,225 Product exchange receivables ...................................................... 170 1,040 Inventories ....................................................................... 11,305 15,511 Due from affiliates ............................................................... 653 332 Other current assets .............................................................. 510 273 --------- --------- Total current assets ......................................................... 36,816 39,115 --------- --------- Property, plant, and equipment, at cost ........................................... 84,203 83,345 Accumulated depreciation .......................................................... (29,765) (27,488) --------- --------- Property, plant and equipment, net ........................................... 54,438 55,857 --------- --------- Goodwill .......................................................................... 2,922 2,922 Investment in unconsolidated entities ............................................ 1,027 1,081 Other assets, net ................................................................. 1,197 1,480 --------- --------- $ 96,400 $ 100,455 ========= ========= LIABILITIES AND PARTNERS' CAPITAL Trade and other accounts payable .................................................. $ 10,877 $ 14,007 Product exchange payables ......................................................... 3,733 2,285 Due to affiliates ................................................................. 240 -- Other accrued liabilities ......................................................... 1,183 2,057 --------- --------- Total current liabilities .................................................... 16,033 18,349 Long-term debt .................................................................... 33,000 35,000 --------- --------- Total liabilities ............................................................ 49,033 53,349 --------- --------- Partners' capital ................................................................. 47,367 47,106 Commitments and contingencies ..................................................... --------- --------- $ 96,400 $ 100,455 ========= =========
These financial statements should be read in conjunction with the accompanying notes and other information included in MMLP's related Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2003.

MARTIN MIDSTREAM PARTNERS L.P. CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (DOLLARS IN THOUSANDS)

THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------------- ----------------------------- 2003 2002 2003 2002 ------------- ------------- ------------- ------------- (Partnership) (Predecessor) (Partnership) (Predecessor) Revenues: Marine transportation ......................... $ 6,659 $ 5,961 $ 13,112 $ 11,651 Terminalling .................................. 1,789 1,338 3,269 2,392 Product sales: LPG distribution .......................... 23,455 16,845 68,718 38,379 Fertilizer ................................ 6,756 8,601 14,759 15,918 ----------- ----------- ----------- ----------- 30,211 25,446 83,477 54,297 ----------- ----------- ----------- ----------- Total revenues ....................... 38,659 32,745 99,858 68,340 ----------- ----------- ----------- ----------- Costs and expenses: Cost of products sold: LPG distribution .......................... 22,759 16,011 66,388 35,751 Fertilizer ................................ 5,887 7,192 12,646 12,724 ----------- ----------- ----------- ----------- 28,646 23,203 79,034 48,475 Expenses: Operating expenses ............................ 4,860 5,316 9,931 10,018 Selling, general and administrative ........... 1,615 1,720 3,132 3,374 Depreciation and amortization ................. 1,176 1,186 2,323 2,216 ----------- ----------- ----------- ----------- Total costs and expenses .................. 36,297 31,425 94,420 64,083 ----------- ----------- ----------- ----------- Operating income .......................... 2,362 1,320 5,438 4,257 ----------- ----------- ----------- ----------- Other income (expense): Equity in earnings of unconsolidated entities.. 934 535 1,728 1,470 Interest expense .............................. (496) (955) (1,048) (2,039) Other, net .................................... 23 7 39 15 ----------- ----------- ----------- ----------- Total other income (expense) .............. 461 (413) 719 (554) ----------- ----------- ----------- ----------- Income before income taxes ................ 2,823 907 6,157 3,703 Income taxes ....................................... -- 194 -- 1,333 ----------- ----------- ----------- ----------- Net income .................................... $ 2,823 $ 713 $ 6,157 $ 2,370 =========== =========== =========== =========== General partner's interest in net income ........... $ 56 $ 123 Limited partners' interest in net income ........... $ 2,767 $ 6,034 Net income per limited partner unit ................ $ 0.39 $ 0.84 Weighted average limited partner units ............. 7,153,362 7,153,362
These financial statements should be read in conjunction with the accompanying notes and other information included in MMLP's related Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2003.

MARTIN MIDSTREAM PARTNERS L.P. CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (DOLLARS IN THOUSANDS)

SIX MONTHS ENDED JUNE 30, --------------------------- 2003 2002 ------------- ------------- (PARTNERSHIP) (PREDECESSOR) Cash flows from operating activities: Net income ...................................................................... $ 6,157 $ 2,370 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ............................................... 2,323 2,216 Amortization of deferred debt issuance costs ................................ 237 -- Deferred income taxes ....................................................... -- 1,257 Loss on sale of property, plant, and equipment .............................. -- 1 Equity in earnings of unconsolidated entities ............................... (1,728) (1,470) Change in current assets and liabilities, excluding effects of acquisitions and dispositions: Accounts and other receivables .......................................... 1,583 2,448 Product exchange receivables ............................................ 870 (753) Inventories ............................................................. 4,206 2,832 Due from affiliates ..................................................... (321) -- Other current assets .................................................... (237) (165) Trade and other accounts payable ........................................ (3,130) 159 Product exchange payables ............................................... 1,448 (2,032) Due to affiliates ....................................................... 240 -- Other accrued liabilities ............................................... (874) (203) Change in other noncurrent assets, net ...................................... -- 6 -------- -------- Net cash provided by operating activities ............................ 10,774 6,666 -------- -------- Cash flows from investing activities: Payments for property, plant, and equipment ..................................... (858) (2,016) Proceeds from sale of property, plant and equipment ............................. -- 7 Distributions from unconsolidated partnership ................................... 1,782 -- Cash paid for acquisition ....................................................... -- (103) -------- -------- Net cash provided by (used in) investing activities .................. 924 (2,112) -------- -------- Cash flows from financing activities: Payments of long-term debt ...................................................... (2,000) (398) Cash distributions paid ......................................................... (5,896) -- Borrowings from affiliates ...................................................... -- 24,906 Payments to affiliates .......................................................... -- (28,882) -------- -------- Net used in by financing activities .................................. (7,896) (4,374) -------- -------- Net increase in cash and cash equivalents ............................ 3,802 180 Cash at beginning of period .......................................................... 1,734 62 -------- -------- Cash at end of period ................................................................ $ 5,536 $ 242 ======== ========
These financial statements should be read in conjunction with the accompanying notes and other information included in MMLP's related Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2003.

MARTIN MIDSTREAM PARTNERS L.P. DISTRIBUTABLE CASH FLOW (DOLLARS IN THOUSANDS) (UNAUDITED NON-GAAP FINANCIAL MEASURE)

THREE MONTHS SIX MONTHS ENDED ENDED MARCH 31, JUNE 30, 2003 2003 ----------- ---------- Net income.................................................................. $ 2,823 $ 6,157 Adjustments to reconcile net income to distributable cash flow: Depreciation and amortization.......................................... 1,176 2,323 Amortization of deferred debt issue costs.............................. 118 237 Maintenance capital expenditures1...................................... (108) (858) Distributions from unconsolidated partnership.......................... 891 1,782 Equity in earnings of unconsolidated entities.......................... (934) (1,728) ---------- ---------- Distributable cash flow..................................................... $ 3,966 $ 7,913 ========== ==========
- -------- (1) Maintenance capital expenditures, along with expansion capital expenditures, are components of payments for property, plant, and equipment set forth in MMLP's Consolidated and Combined Condensed Statements of Cash Flows. For the three months and six months ended June 30, 2003, MMLP did not have any expansion capital expenditures.