Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K/A
 
 
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
 
000-50056
 
05-0527861
(State of incorporation
or organization)
 
(Commission
file number)
 
(I.R.S. employer
identification number)
 
 
 
 
4200 Stone Road
Kilgore, TX
 
75,662
(Address of principal executive offices)
 
(Zip code)
Registrant’s telephone number, including area code: (903) 983-6200
Not Applicable
(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 CFR240.14d-2(b))
¬
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. . This announcement, initially filed on Form 8-K on December 28, 2016, is revised by this Amendment No. 1 on Form 8-K/A to include an unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2016 giving effect to the disposition as if it occurred on January 1, 2016. The Partnership's consolidated balance sheet as of December 31, 2016 included in its Form 10-K filed on February 15, 2017 already reflects the CCCT disposition. 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/A 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





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: February 15, 2017
By:
/s/ Robert D. Bondurant,
 
 
Robert D. Bondurant,
 
 
Executive Vice President and
 
 
Chief Financial Officer





 INDEX TO EXHIBITS

Exhibit
Number
 
Description
99.1
 
Unaudited Pro Forma Condensed Consolidated Financial Information



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 statement of operations gives effect to the disposition as if it occurred on January 1, 2016. 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 STATEMENTS OF OPERATIONS
Year Ended December 31, 2016
(Dollars in thousands, except per unit amounts)


 
MMLP
 
Adjustments for
 
Pro Forma
 
Historical
 
CCCT Assets
 
Consolidated
Revenues:
 
 
 
 
 
 
Terminalling and storage
$
123,132

 
$
(20,598
)
A
 
$
102,534

Marine transportation
58,290

 

 
 
58,290

Natural gas services
61,133

 

 
 
61,133

Sulfur services
10,800

 

 
 
10,800

Product sales:
 
 
 
 
 


Natural gas services
330,200

 

 
 
330,200

Sulfur services
130,258

 

 
 
130,258

Terminalling and storage
113,578

 

 
 
113,578

 
574,036

 

 
 
574,036

Total revenues
827,391

 
(20,598
)
 
 
806,793

 
 
 
 
 
 
 
Costs and expenses:
 

 
 

 
 
 

Cost of products sold: (excluding depreciation and amortization)
 

 
 

 
 
 

Natural gas services
289,516

 

 
 
289,516

Sulfur services
87,963

 

 
 
87,963

Terminalling and storage
94,175

 

 
 
94,175

 
471,654

 

 
 
471,654

Expenses:
 

 
 

 
 
 

Operating expenses
158,864

 
(8,752
)
A
 
150,112

Selling, general and administrative
34,385

 
(20
)
A
 
34,365

Impairment of long lived assets
26,953

 

 
 
26,953

Impairment of goodwill
4,145

 

 
 
4,145

Depreciation and amortization
92,132

 
(5,381
)
A
 
86,751

Total costs and expenses
788,133

 
(14,153
)
 
 
773,980

 
 
 
 
 
 
 
Other operating income (loss)
33,400

 
(37,345
)
A
 
(3,945
)
Operating income
72,658

 
(43,790
)
 
 
28,868

 
 
 
 
 
 
 
Other income (expense):
 

 
 

 
 
 

Equity in earnings of WTLPG
4,714

 

 
 
4,714

Interest expense, net
(46,100
)
 
3,025

B
 
(43,075
)
Other, net
1,106

 
(14
)
A
 
1,092

Total other expense
(40,280
)
 
3,011

 
 
(37,269
)
 
 
 
 
 
 
 
Net income (loss) before taxes
32,378

 
(40,779
)
 
 
(8,401
)
Income tax expense
(726
)
 
153

A
 
(573
)
Income (loss) from continuing operations
31,652

 
(40,626
)
 
 
(8,974
)
Less general partner's interest in net (income) loss
(8,419
)
 
816

 
 
(7,603
)
Less (income) loss allocable to unvested restricted units
(90
)
 
116

 
 
26

Limited partners' interest in net income (loss)
$
23,143

 
$
(39,694
)
 
 
$
(16,551
)
 
 
 
 
 
 
 
Net income per limited partner unit - basic and diluted
$
0.65

 
 
 
 
$
(0.47
)
Weighted average limited partner units - basic
35,347,032

 
 
 
 
35,347,032

Weighted average limited partner units - diluted
35,375,263

 
 
 
 
35,347,032





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



(A)
To reflect the removal of the operating results of the CCCT Assets including the gain on sale of $37,345 as if the transaction occurred on January 1, 2016.

(B)
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.