Document


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): December 21, 2016
 
MARTIN MIDSTREAM PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State of incorporation
or organization)
 
000-50056
(Commission file number)
 
05-0527861
(I.R.S. employer identification number)
 
 
 
4200 STONE ROAD
 
 
KILGORE, TEXAS
(Address of principal executive offices)
 
75662
(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):

o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 






Item 2.01
 
Completion of Acquisition or Disposition of Assets.

          On December 21, 2016, Martin Midstream Partners L.P. (the “Partnership”) completed the previously announced sale of its 900,000 barrel crude oil storage terminal known as the Corpus Christi Crude Terminal (or CCCT), its refined product barge terminal, certain pipelines and related easements as well as dockage and trans-loading assets to NuStar Logistics, L.P. (“NuStar”). In consideration of the sale of these assets, the Partnership received net cash proceeds of approximately $95.2 million at closing, before transaction fees and expenses. The proceeds include the application of certain net cash payments previously received by the Partnership in conjunction with its mandated relocation of certain dockage assets as well as the reimbursement of certain capital expenditures and prepaid items and are net of transaction related costs. Pro forma financial information with respect to the sale of assets is provided as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01
 
Financial Statements and Exhibits.

(b)     Pro Forma Financial Information

Unaudited Pro Forma Condensed Consolidated Financial Information. See Exhibit 99.1.
 

(d)      Exhibits
 
Exhibit
Number
 
Description
99.1
 
Unaudited Pro Forma Condensed Consolidated Financial Information
99.2
 
Press Release dated December 21, 2016





   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: December 28, 2016
 
By: /s/ Robert D. Bondurant  
 
 
Robert D. Bondurant
 
 
Executive Vice President, Treasurer, Principal Accounting Officer and
Chief Financial Officer 
 
 












































 INDEX TO EXHIBITS

Exhibit
Number
 
Description
99.1
 
Unaudited Pro Forma Condensed Consolidated Financial Information
99.2
 
Press Release dated December 21, 2016


















































Exhibit
EXHIBIT 99.1

MARTIN MIDSTREAM PARTNERS L.P.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information is based upon the historical financial statements of the Partnership, adjusted to reflect the disposition of its 900,000 barrel crude oil storage terminal known as the Corpus Christi Crude Terminal (or CCCT), its refined product barge terminal, certain pipelines and related easements as well as dockage and trans-loading assets (collectively, the "CCCT Assets").

The following unaudited pro forma condensed consolidated financial information of the Partnership should be read in conjunction with the related notes and with the historical consolidated financial statements of the Partnership and the related notes included in previous filings with the Securities and Exchange Commission. The unaudited pro forma condensed consolidated balance sheet reflects the disposition of the CCCT Assets, as if it occurred on September 30, 2016, while the unaudited pro forma condensed consolidated statements of operations give effect to the disposition as if it occurred on January 1, 2015. The pro forma adjustments, described in the related notes, are based on the best available information and certain assumptions that the Partnership’s management believes are reasonable.

The unaudited pro forma condensed consolidated financial information is presented for informational purposes only and do not purport to be indicative of the actual operating results or financial position that would have occurred if the transaction described above had occurred as presented in such statements. In addition, future results may vary significantly from the results reflected in such statements. For example, this financial information does not reflect any potential earnings from the use of the proceeds from the disposition or reductions of previously allocated corporate costs.




MARTIN MIDSTREAM PARTNERS L.P.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of September 30, 2016
(Dollars in thousands)


 
MMLP
 
Adjustments for
 
Pro Forma
 
Historical
 
CCCT Assets
 
Consolidated
Assets
 
 
 
 
 
 
Cash
$
10

 
$
95,657

A
 
$
2,067

 
 
 
(93,600
)
C
 
 
Accounts and other receivables, less allowance for doubtful accounts of $453
46,327

 

 
 
46,327

Product exchange receivables
159

 

 
 
159

Inventories
107,476

 

 
 
107,476

Due from affiliates
8,194

 

 
 
8,194

Fair value of derivatives
89

 

 
 
89

Other current assets
4,439

 

 
 
4,439

Assets held for sale
73,197

 
(73,197
)
B
 

Total current assets
239,891

 
(71,140
)
 
 
168,751

 
 
 
 
 
 
 
Property, plant and equipment, at cost
1,301,233

 

 
 
1,301,233

Accumulated depreciation
(411,821
)
 

 
 
(411,821
)
Property, plant and equipment, net
889,412

 

 
 
889,412

 
 
 
 
 
 
 
Goodwill
17,296

 

 
 
17,296

Investment in WTLPG
129,794

 

 
 
129,794

Note receivable - Martin Energy Trading LLC
15,000

 

 
 
15,000

Other assets, net
48,951

 

 
 
48,951

Total assets
$
1,340,344

 
$
(71,140
)
 
 
$
1,269,204

 
 
 
 
 
 
 
Liabilities and Partners’ Capital
 

 
 

 
 
 

Trade and other accounts payable
$
60,462

 
$

 
 
60,462

Product exchange payables
10,188

 

 
 
10,188

Due to affiliates
3,879

 

 
 
3,879

Income taxes payable
550

 

 
 
550

Fair value of derivatives
209

 

 
 
209

Other accrued liabilities
14,804

 

 
 
14,804

Liabilities held for sale
23,400

 
(23,400
)
B
 

Total current liabilities
113,492

 
(23,400
)
 
 
90,092

 
 
 
 
 
 
 
Long-term debt, net
913,504

 
(93,600
)
C
 
819,904

Other long-term obligations
2,435

 

 
 
2,435

Total liabilities
1,029,431

 
(117,000
)
 
 
912,431

 
 
 
 
 
 
 
Commitments and contingencies
 
 
 
 
 


Partners’ capital
310,913

 
45,860

D
 
356,773

Total partners’ capital
310,913

 
45,860

 
 
356,773

Total liabilities and partners' capital
$
1,340,344

 
$
(71,140
)
 
 
$
1,269,204


See accompanying notes to unaudited pro forma condensed consolidated financial information.



MARTIN MIDSTREAM PARTNERS L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2016
(Dollars in thousands, except per unit amounts)

 
MMLP
 
Adjustments for
 
Pro Forma
 
Historical
 
CCCT Assets
 
Consolidated
Revenues:
 
 
 
 
 
 
Terminalling and storage
$
93,565

 
$
(16,654
)
E
 
$
76,911

Marine transportation
44,531

 

 
 
44,531

Natural gas services
46,118

 

 
 
46,118

Sulfur services
8,100

 

 
 
8,100

Product sales:
 
 
 
 
 


Natural gas services
207,368

 

 
 
207,368

Sulfur services
105,459

 

 
 
105,459

Terminalling and storage
85,349

 

 
 
85,349

 
398,176

 

 
 
398,176

Total revenues
590,490

 
(16,654
)
 
 
573,836

 
 
 
 
 
 
 
Costs and expenses:
 

 
 

 
 
 

Cost of products sold: (excluding depreciation and amortization)
 

 
 

 
 
 

Natural gas services
184,781

 

 
 
184,781

Sulfur services
73,734

 

 
 
73,734

Terminalling and storage
70,306

 

 
 
70,306

 
328,821

 

 
 
328,821

Expenses:
 

 
 

 
 
 

Operating expenses
121,542

 
(6,971
)
E
 
114,571

Selling, general and administrative
24,364

 
(20
)
E
 
24,344

Loss on impairment of goodwill
4,145

 

 
 
4,145

Depreciation and amortization
66,266

 
(5,381
)
E
 
60,885

Total costs and expenses
545,138

 
(12,372
)
 
 
532,766

 
 
 
 
 
 
 
Other operating income (loss)
(1,582
)
 

 
 
(1,582
)
Operating income
43,770

 
(4,282
)
 
 
39,488

 
 
 
 
 
 
 
Other income (expense):
 

 
 

 
 
 

Equity in earnings of WTLPG
3,602

 

 
 
3,602

Interest expense, net
(34,046
)
 
2,293

F
 
(31,753
)
Other, net
866

 
(12
)
E
 
854

Total other expense
(29,578
)
 
2,281

 
 
(27,297
)
 
 
 
 
 
 
 
Net income (loss) before taxes
14,192

 
(2,001
)
 
 
12,191

Income tax expense
(422
)
 
34

E
 
(388
)
Income (loss) from continuing operations
13,770

 
(1,967
)
 
 
11,803

Less general partner's interest in net (income) loss
(8,062
)
 
39

 
 
(8,023
)
Less (income) loss allocable to unvested restricted units
(36
)
 
5

 
 
(31
)
Limited partners' interest in net income (loss)
$
5,672

 
$
(1,923
)
 
 
$
3,749

 
 
 
 
 
 
 
Net income per limited partner unit - basic and diluted
$
0.16

 
 
 
 
$
0.11

Weighted average limited partner units - basic
35,358,217

 
 
 
 
35,358,217

Weighted average limited partner units - diluted
35,381,067

 
 
 
 
35,381,067


See accompanying notes to unaudited pro forma condensed consolidated financial information.



MARTIN MIDSTREAM PARTNERS L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31, 2015
(Dollars in thousands, except per unit amounts)


 
MMLP
 
Adjustments for
 
Pro Forma
 
Historical
 
CCCT Assets
 
Consolidated
Revenues:
 
 
 
 
 
 
Terminalling and storage
$
132,945

 
$
(32,363
)
E
 
$
100,582

Marine transportation
78,753

 

 
 
78,753

Natural gas services
64,858

 

 
 
64,858

Sulfur services
12,270

 

 
 
12,270

Product sales:
 
 
 
 
 
 
Natural gas services
458,302

 

 
 
458,302

Sulfur services
157,891

 

 
 
157,891

Terminalling and storage
131,825

 

 
 
131,825

 
748,018

 

 
 
748,018

Total revenues
1,036,844

 
(32,363
)
 
 
1,004,481

 
 
 
 
 
 
 
Costs and expenses:
 

 
 

 
 
 

Cost of products sold: (excluding depreciation and amortization)
 

 
 

 
 
 

Natural gas services
413,795

 

 
 
413,795

Sulfur services
114,766

 

 
 
114,766

Terminalling and storage
112,836

 

 
 
112,836

 
641,397

 

 
 
641,397

Expenses:
 

 
 

 
 
 

Operating expenses
183,466

 
(15,291
)
E
 
168,175

Selling, general and administrative
36,788

 
(48
)
E
 
36,740

Impairment of long lived assets
10,629

 

 
 
10,629

Depreciation and amortization
92,250

 
(6,156
)
E
 
86,094

Total costs and expenses
964,530

 
(21,495
)
 
 
943,035

 
 
 
 
 
 
 
Other operating loss
(2,161
)
 

 
 
(2,161
)
Operating income
70,153

 
(10,868
)
 
 
59,285

 
 
 
 
 
 
 
Other income (expense):
 

 
 

 
 
 

Equity in earnings of WTLPG
8,986

 

 
 
8,986

Interest expense, net
(43,292
)
 
2,747

F
 
(40,545
)
Gain on retirement of senior unsecured notes
1,242

 

 
 
1,242

Other, net
1,124

 
(12
)
E
 
1,112

Total other expense
(31,940
)
 
2,735

 
 
(29,205
)
 
 
 
 
 
 
 
Net income (loss) before taxes
38,213

 
(8,133
)
 
 
30,080

Income tax expense
(1,048
)
 
65

E
 
(983
)
Income (loss) from continuing operations
37,165

 
(8,068
)
 
 
29,097

Income from discontinued operations, net of income taxes
1,215

 

 
 
1,215

Net income (loss)
38,380

 
(8,068
)
 
 
30,312

Less general partner's interest in net (income) loss
(16,338
)
 
161

 
 
(16,177
)
Less (income) loss allocable to unvested restricted units
(140
)
 
29

 
 
(111
)
Limited partners' interest in net income (loss)
$
21,902

 
$
(7,878
)
 
 
$
14,024

 
 
 
 
 
 
 
Net income per limited partner unit - basic and diluted
$
0.62

 
 
 
 
$
0.40

Weighted average limited partner units - basic
35,308,649

 
 
 
 
35,308,649

Weighted average limited partner units - diluted
35,371,529

 
 
 
 
35,371,529


See accompanying notes to unaudited pro forma condensed consolidated financial information.




MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)


(A)
To reflect the Partnership's cash proceeds of $95,657.

(B)
To reflect the disposition of the CCCT Assets' specified balance sheet accounts (primarily fixed assets and working capital accounts) as set forth in the asset purchase agreement.

(C)
To reflect the application of the Partnership's net cash proceeds from the disposition of the CCCT Assets to reduce long-term debt.

(D)
To reflect the impact on equity at the time of sale of approximately $45,860 from the disposition of the CCCT Assets.
Net proceeds
$
95,657

Less:
 
Carrying value of assets sold
49,797

Impact on equity
$
45,860


(E)
To reflect the removal of the operating results of the CCCT Assets as if the transaction occurred on January 1, 2015.

(F)
To reflect the reduction in interest expense due to repayment of borrowings under the revolving credit facility using the net cash proceeds from the sale of CCCT Assets.



Exhibit


Exhibit 99.2

MARTIN MIDSTREAM PARTNERS L.P. COMPLETES THE PREVIOUSLY ANNOUNCED DIVESTITURE OF TERMINALLING ASSETS LOCATED IN CORPUS CHRISTI, TEXAS

KILGORE, TX - December 21, 2016 (GLOBE NEWSWIRE) - Martin Midstream Partners L.P. (NASDAQ: MMLP) (the “Partnership”) announced today the completion of the divestiture of its terminalling assets located in Corpus Christi, Texas to NuStar Logistics, L.P.

Net cash proceeds received from the transaction were approximately $93 million after transaction fees and expenses, in addition to certain cash payments previously received by the Partnership in conjunction with its mandated relocation of certain dockage assets.

About Martin Midstream Partners

Martin Midstream Partners L.P. 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: (1) terminalling, storage and packaging services for petroleum products and by-products; (2) natural gas liquids transportation and distribution services and natural gas storage; (3) sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and (4) marine transportation services for petroleum products and by-products.

Additional information concerning Martin Midstream is available on its website at www.martinmidstream.com.