Exhibit 99.1
MARTIN MIDSTREAM PARTNERS REPORTS
2009 THIRD QUARTER FINANCIAL RESULTS
AND ANNOUNCES ASSET CONTRIBUTION AND EQUITY INVESTMENT FROM
MARTIN RESOURCE MANAGEMENT CORPORATION
KILGORE, Texas, November 4, 2009 (GlobeNewswire via COMTEX News Network) — Martin Midstream
Partners L.P. (Nasdaq: MMLP) announced today its financial results for the third quarter ended
September 30, 2009.
MMLP reported net income for the third quarter of 2009 of $4.5 million, or $0.26 per limited
partner unit. This compared to net income for the third quarter of 2008 of $13.8 million, or $0.88
per limited partner unit. Revenues for the third quarter of 2009 were $151.4 million compared to
$364.4 million for the third quarter of 2008. Revenues were significantly impacted by decreased
commodity prices during the period compared to the same period in 2008. Third quarter 2009 net
income was positively impacted by $0.5 million, or $0.04 per limited partner unit, in non-cash
derivatives net gains from certain commodity and interest rate hedges that did not qualify for
hedge accounting.
MMLP reported net income for the nine months ended September 30, 2009 of $17.3 million, or
$1.02 per limited partner unit. This compared to net income for the nine months ended September
30, 2008 of $26.1 million, or $1.64 per limited partner unit. Revenues for the nine months ended
September 30, 2009 were $436.5 million compared to $985.6 million for the nine months ended
September 30, 2008. Revenues were significantly impacted by decreased commodity prices during the
period compared to the same period in 2008. For the nine months ended September 30, 2009, net
income was positively impacted by $5.2 million, or $0.36 per limited partner unit, in gain on sale
of property, plant and equipment. For the nine months ended September 30, 2009, net income was
negatively impacted by $2.3 million, or $0.16 per limited partner unit, in non-cash derivatives net
losses from certain commodity and interest rate hedges that did not qualify for hedge accounting.
The Company’s distributable cash flow for the third quarter of 2009 was $12.4 million. The
Company’s distributable cash flow for the nine months ended September 30, 2009 was $37.0 million.
Distributable cash flow is a non-GAAP financial measure which is explained in greater detail below
under “Use of Non-GAAP Financial Information.” The Company has also included below a table entitled
“Distributable Cash Flow” in order to show the components of this non-GAAP financial measure and
its reconciliation to the most comparable GAAP measurement.
MMLP’s third quarter 2009 financial statements are included with this press release. 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 November 4,
2009.
In addition, MMLP announced today that it has signed a definitive agreement to acquire certain
specialty lubricants processing assets (“Assets”) from Cross Oil Refining & Marketing, Inc.
(“Cross”), a wholly-owned subsidiary of Martin Resource Management Corporation, the
owner of MMLP’s general partner (“MRMC”), for total consideration of $45.0 million (the
“Dropdown”). In consideration for the Cross Assets, MMLP will issue 804,721 common units and
894,134 subordinated units to MRMC at a price of $27.96 and $25.16 per limited partner unit,
respectively. The common units will be entitled to receive distributions beginning in February
2010, while the subordinated units will have no distribution rights until the second anniversary of
closing of the Dropdown. At the end of such second anniversary, the subordinated units will
automatically convert to common units, having the same distribution rights as existing common
units. The pricing of the units is based on the average closing price of MMLP’s common units
during the ten trading days ending November 3, 2009, with a 10% discount applied to the average in
the case of the subordinated units. In connection with the Dropdown, Martin Midstream GP LLC, the
general partner of MMLP, will make a capital contribution of $0.9 million to MMLP in order to
maintain its 2% general partner interest in MMLP.
The Cross Assets consist primarily of a 7,500 barrel per day naphthenic lubricant refinery
located in Smackover, Arkansas with over 475,000 barrels of related storage capacity. Under the
terms of the transaction, MRMC will continue to own all other Cross assets and working capital
associated with the retained Cross business, including all crude oil, raw material, in-process and
finished product inventories. In connection with the closing of the Dropdown, MRMC and MMLP have
agreed to enter into a long-term, fee-for-services-based tolling agreement whereby MRMC agrees to
pay MMLP for the processing of its crude oil into finished products, including naphthenic
lubricants, distillates, asphalt and other intermediate cuts (the “Tolling Agreement”). Under the
Tolling Agreement, MRMC has generally agreed to refine a minimum of 6,500 barrels per day of crude
oil at the refinery at a price of $4.00 per barrel. Any additional barrels will refined at a price
of $4.28 per barrel. In addition, MRMC has agreed to pay a monthly reservation fee of $1.3 million
and a periodic fuel surcharge fee based on certain parameters specified in the Tolling Agreement.
All of these fees (other than the fuel surcharge) are subject to escalation annually based upon the
greater of 3% or the increase in the Consumer Price Index for a specified annual period. In
addition, every three years, the parties can negotiate an upward or downward adjustment in the fees
subject to their mutual agreement. The Tolling Agreement will have a 12 year term, subject to
certain termination rights specified therein. MRMC will continue to market and distribute all
finished products under the Cross brand name. In addition, MRMC will continue to own and operate
the Cross packaging business.
Based on the current operating and anticipated performance of, and the current and anticipated
general economic, industry and market conditions impacting, the Cross Assets, MMLP expects the
Cross Assets to generate approximately $10 to $12 million of EBITDA in 2010 with expected
maintenance capital expenditures during that period of $1.0 to $2.0 million. The closing of the
Dropdown is subject to standard closing conditions, including the approval of the lenders under
MRMC’s credit facility and the approval of the assignment of various regulatory licenses and
permits. Closing is anticipated prior to the end of November 2009.
In addition, MMLP also announced today that it has signed a definitive agreement under which
MRMC will invest $20.0 million in cash in MMLP in exchange for 715,308 newly-issued common units
(the “Investment”). In connection with the Investment, Martin Midstream GP LLC will make a capital
contribution to MMLP of $0.4 million in order to maintain its 2% general partner interest in MMLP.
The closing of the Investment is subject to standard closing
conditions, including the approval of the lenders under MRMC’s credit facility. Closing is
anticipated prior to the end of November 2009. Proceeds from the Investment will be used by MMLP
to repay a portion of indebtedness under its credit facility. Both the Dropdown and the Investment
were approved by the Conflicts Committee of our general partner.
Upon the closing of the Dropdown and the Investment, MRMC will own approximately 7.6 million
limited partner units in MMLP consisting of 6.7 million common units and 0.9 million subordinated
units, collectively representing an approximate 43.9% limited partner interest in MMLP, in addition
to its continuing 2% general partnership interest in MMLP.
Ruben Martin, President and Chief Executive Officer of Martin Midstream GP LLC, the general
partner of Martin Midstream Partners L.P. said, “We were pleased with our third quarter operating
results and financial performance. The Partnership again demonstrated the benefit of the diverse
nature of our operating segments and cash flow contributions. For example, we saw significant
improvement in our Marine Transportation segment which more than offset the seasonal weakness we
experienced in Sulfur Services due to reduced fertilizer application. In similar fashion, improved
Natural Gas Services performance offset slightly weaker Terminalling & Storage results as we saw
specialty product through-put, namely sulfuric acid decline during the quarter.
Looking ahead to the remainder of 2009, we expect the overall operating environment of the
Partnership to continue to improve. Specifically, we anticipate slightly improved sulfur pricing
in the fourth quarter. Likewise, we anticipate that sulfuric acid volumes will increase in our
specialty terminals and a continued recovery in natural gas / NGL prices could also contribute
positively.
In addition to the solid third quarter results, we are excited to announce that we have
entered into a definitive Contribution Agreement with MRMC and its wholly-owned subsidiary, Cross,
whereby the Partnership will receive certain specialty lubricant processing assets in exchange for
$45.0 million in common and subordinated partnership units. This Dropdown positions our
Terminalling and Storage segment to become our largest and most stable cash flow contributor. The
Dropdown also continues our previously disclosed objective to have a more fee-based operating
model.
We are also pleased to announce that MRMC will make a direct $20.0 million equity investment
into the Partnership in exchange for common units. This equity injection will positively impact
the Partnership’s balance sheet in advance of our planned credit facility refinancing. This
investment further reiterates the General Partner’s publicly conveyed support and long-standing
commitment to the Partnership.”
Investors’ Conference Call
An investors’ conference call to review the third quarter results will be held on Thursday,
November 5, 2009 at 8:00 a.m. Central Time. The conference call can be accessed by calling
866-293-8973. An audio replay of the conference call will be available by calling 888-203-1112
from 9:00 a.m. Central Time on November 5, 2009 through 10:59 p.m. Central Time on November 20,
2009. The access code for the conference call and the audio replay is: Conference ID No. 1784459.
The audio replay of the conference call will also be archived on the Company’s website at
www.martinmidstream.com.
About Martin Midstream Partners
Martin Midstream Partners is a publicly traded limited partnership with a diverse set of
operations focused primarily in the United States Gulf Coast region. The Partnership’s primary
business lines include: terminalling and storage services for petroleum products and by-products;
natural gas services; marine transportation services for petroleum products and by-products; and
sulfur and sulfur-based products processing, manufacturing, marketing and distribution.
Additional information concerning the Company is available on the Company’s website at
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 of its control, which could
cause actual results to differ materially from such statements. While MMLP believes that the
assumptions concerning future events are reasonable, it cautions that there are inherent
difficulties in anticipating or predicting certain important factors. A discussion of these
factors, including risks and uncertainties, is set forth in the 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 events, 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 MMLP’s management believes that this measure may provide users of
this financial information with meaningful comparisons between current results and prior reported
results and a meaningful measure of MMLP’s cash available to pay distributions. Distributable cash
flow should not be considered as an alternative to cash flow from operating activities or any other
measure of financial performance in accordance with generally accepted accounting principles (GAAP)
in the United States. Distributable cash flow is not intended to represent cash flows for the
period, nor is it presented as an alternative to income from continuing operations. Furthermore, it
should not be seen as a measure of liquidity or as 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 of 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 Statements of Operations), plus depreciation and amortization, less gain on sale of
property, plant and equipment, plus amortization of deferred debt issuance costs, less deferred
taxes (all as reported in its Statements of Cash Flows), plus distribution equivalents from
unconsolidated entities (as described below), plus invested cash in unconsolidated entities (as
described below), less equity in earnings of unconsolidated entities (as reported in its Statements
of Operations), plus non-cash mark-to-market on derivatives (as reported in its Statements of Cash
Flows), less maintenance capital expenditures (as reported under the caption “Liquidity and Capital
Resources” in MMLP’s Quarterly Report on Form 10-Q filed on November 4, 2009), plus unit-based
compensation (as reported in its Statements of Capital).
MMLP’s distribution equivalents from unconsolidated entities is calculated as distributions
from unconsolidated entities, plus return of investments from unconsolidated entities, plus
distributions in-kind from equity investments (all as reported in its Statements of Cash Flows).
For the quarter ended September 30, 2009, MMLP’s distributions from unconsolidated entities, return
of investments from unconsolidated entities and distributions in-kind from equity investments were
$0.0 million, $0.2 million, and $1.7 million, respectively. For the nine months ended September
30, 2009, MMLP’s distributions from unconsolidated entities, return of investments from
unconsolidated entities and distributions in-kind from equity investments were $0.7 million, $0.7
million, and $4.0 million, respectively.
MMLP’s invested cash in unconsolidated entities is calculated as distributions from
(contributions to) unconsolidated entities for operations (as reported in its Statements of Cash
Flows), plus expansion capital expenditures in unconsolidated entities (as reported under the
caption “Liquidity and Capital Resources” in MMLP’s Quarterly Report on Form 10-Q filed on November
4, 2009). For the quarter ended September 30, 2009, MMLP’s distributions from (contributions to)
unconsolidated entities for operations and expansion capital expenditures in unconsolidated
entities were $0.2 million and $1.0 million, respectively. For the nine months ended September 30,
2009, MMLP’s distributions from (contribution to) unconsolidated entities for operations and
expansion capital expenditures in unconsolidated entities were ($0.8) million and $3.3 million,
respectively.
Contact: Robert D. Bondurant, Executive Vice President and Chief Financial Officer of Martin
Midstream GP LLC, the Company’s general partner at (903) 983-6200.
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED BALANCE SHEETS
(Dollars in thousands)
| |
|
|
|
|
|
|
|
|
| |
|
September 30, |
|
|
December 31, |
|
| |
|
2009 |
|
|
2008 |
|
| |
|
(Unaudited) |
|
|
(Audited) |
|
Assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
5,924 |
|
|
$ |
7,983 |
|
Accounts and other receivables, less allowance for
doubtful accounts of $829 and $481, respectively |
|
|
60,727 |
|
|
|
68,117 |
|
Product exchange receivables |
|
|
8,136 |
|
|
|
6,924 |
|
Inventories |
|
|
40,298 |
|
|
|
42,461 |
|
Due from affiliates |
|
|
2,904 |
|
|
|
555 |
|
Fair value of derivatives |
|
|
2,572 |
|
|
|
3,623 |
|
Other current assets |
|
|
1,365 |
|
|
|
1,079 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
121,926 |
|
|
|
130,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, at cost |
|
|
544,389 |
|
|
|
537,381 |
|
Accumulated depreciation |
|
|
(146,906 |
) |
|
|
(125,256 |
) |
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
397,483 |
|
|
|
412,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
37,268 |
|
|
|
37,405 |
|
Investment in unconsolidated entities |
|
|
80,603 |
|
|
|
79,843 |
|
Fair value of derivatives |
|
|
240 |
|
|
|
1,469 |
|
Other assets, net |
|
|
6,126 |
|
|
|
7,332 |
|
|
|
|
|
|
|
|
|
|
$ |
643,646 |
|
|
$ |
668,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Partners’ Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other accounts payable |
|
$ |
62,352 |
|
|
$ |
87,382 |
|
Product exchange payables |
|
|
19,086 |
|
|
|
10,924 |
|
Due to affiliates |
|
|
13,178 |
|
|
|
13,420 |
|
Income taxes payable |
|
|
— |
|
|
|
414 |
|
Fair value of derivatives |
|
|
8,031 |
|
|
|
6,478 |
|
Current portion of capital lease obligations |
|
|
107 |
|
|
|
— |
|
Other accrued liabilities |
|
|
5,387 |
|
|
|
6,077 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
108,141 |
|
|
|
124,695 |
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital leases, less current maturities |
|
|
306,204 |
|
|
|
295,000 |
|
Deferred income taxes |
|
|
8,608 |
|
|
|
8,538 |
|
Fair value of derivatives |
|
|
931 |
|
|
|
4,302 |
|
Other long-term obligations |
|
|
1,481 |
|
|
|
1,667 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
425,365 |
|
|
|
434,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners’ capital |
|
|
221,346 |
|
|
|
239,649 |
|
Accumulated other comprehensive income (loss) |
|
|
(3,065 |
) |
|
|
(4,935 |
) |
|
|
|
|
|
|
|
Total partners’ capital |
|
|
218,281 |
|
|
|
234,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
$ |
643,646 |
|
|
$ |
668,916 |
|
|
|
|
|
|
|
|
These financial statements should be read in conjunction with the financial statements and the
accompanying notes and other information included in MMLP’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 4, 2009.
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per unit amounts)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
|
Nine Months Ended |
|
| |
|
September 30, |
|
|
September 30, |
|
| |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminalling and storage * |
|
$ |
9,103 |
|
|
$ |
8,527 |
|
|
$ |
28,684 |
|
|
$ |
26,347 |
|
Marine transportation * |
|
|
17,785 |
|
|
|
20,116 |
|
|
|
49,222 |
|
|
|
55,828 |
|
Product sales: * |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas services |
|
|
103,061 |
|
|
|
188,200 |
|
|
|
268,749 |
|
|
|
577,317 |
|
Sulfur services |
|
|
15,100 |
|
|
|
133,276 |
|
|
|
61,029 |
|
|
|
289,528 |
|
Terminalling and storage |
|
|
6,314 |
|
|
|
14,267 |
|
|
|
28,853 |
|
|
|
36,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
124,475 |
|
|
|
335,743 |
|
|
|
358,631 |
|
|
|
903,370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
151,363 |
|
|
|
364,386 |
|
|
|
436,537 |
|
|
|
985,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold: (excluding depreciation and amortization) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas services * |
|
|
96,358 |
|
|
|
178,996 |
|
|
|
248,693 |
|
|
|
562,170 |
|
Sulfur services * |
|
|
7,716 |
|
|
|
121,158 |
|
|
|
34,742 |
|
|
|
253,462 |
|
Terminalling and storage |
|
|
5,535 |
|
|
|
11,031 |
|
|
|
25,558 |
|
|
|
31,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
109,609 |
|
|
|
311,185 |
|
|
|
308,993 |
|
|
|
846,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses * |
|
|
22,762 |
|
|
|
26,093 |
|
|
|
70,169 |
|
|
|
76,505 |
|
Selling, general and administrative * |
|
|
4,088 |
|
|
|
3,726 |
|
|
|
12,354 |
|
|
|
10,672 |
|
Depreciation and amortization |
|
|
8,741 |
|
|
|
7,979 |
|
|
|
25,657 |
|
|
|
22,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
145,200 |
|
|
|
348,983 |
|
|
|
417,173 |
|
|
|
956,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating income |
|
|
125 |
|
|
|
17 |
|
|
|
5,198 |
|
|
|
143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
6,288 |
|
|
|
15,420 |
|
|
|
24,562 |
|
|
|
28,724 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of unconsolidated entities |
|
|
2,139 |
|
|
|
3,503 |
|
|
|
5,227 |
|
|
|
11,385 |
|
Interest expense |
|
|
(4,058 |
) |
|
|
(4,971 |
) |
|
|
(12,910 |
) |
|
|
(13,609 |
) |
Other, net |
|
|
68 |
|
|
|
87 |
|
|
|
139 |
|
|
|
334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
|
|
(1,851 |
) |
|
|
(1,381 |
) |
|
|
(7,544 |
) |
|
|
(1,890 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before taxes |
|
|
4,437 |
|
|
|
14,039 |
|
|
|
17,018 |
|
|
|
26,834 |
|
Income tax benefit (expense) |
|
|
80 |
|
|
|
(292 |
) |
|
|
294 |
|
|
|
(753 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
4,517 |
|
|
$ |
13,747 |
|
|
$ |
17,312 |
|
|
$ |
26,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General partner’s interest in net income |
|
$ |
800 |
|
|
$ |
941 |
|
|
$ |
2,475 |
|
|
$ |
2,257 |
|
Limited partners’ interest in net income |
|
$ |
3,717 |
|
|
$ |
12,806 |
|
|
$ |
14,837 |
|
|
$ |
23,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per limited partner unit — basic and diluted |
|
$ |
0.26 |
|
|
$ |
0.88 |
|
|
$ |
1.02 |
|
|
$ |
1.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average limited partner units — basic |
|
|
14,532,826 |
|
|
|
14,532,826 |
|
|
|
14,532,826 |
|
|
|
14,532,826 |
|
Weighted average limited partner units — diluted |
|
|
14,538,231 |
|
|
|
14,534,972 |
|
|
|
14,536,792 |
|
|
|
14,535,025 |
|
These financial statements should be read in conjunction with the financial statements and the
accompanying notes and other information included in MMLP’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 4, 2009.
|
|
|
| * |
|
Related Party Transactions Included Above |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminalling and storage |
|
$ |
4,363 |
|
|
$ |
5,142 |
|
|
$ |
13,134 |
|
|
$ |
13,374 |
|
Marine transportation |
|
|
4,776 |
|
|
|
6,383 |
|
|
|
14,529 |
|
|
|
18,826 |
|
Product Sales |
|
|
1,340 |
|
|
|
10,769 |
|
|
|
4,384 |
|
|
|
21,782 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold: (excluding depreciation and amortization)
Natural gas services |
|
|
17,211 |
|
|
|
28,051 |
|
|
|
38,552 |
|
|
|
77,033 |
|
Sulfur services |
|
|
2,756 |
|
|
|
3,203 |
|
|
|
9,106 |
|
|
|
9,919 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
8,942 |
|
|
|
9,578 |
|
|
|
26,850 |
|
|
|
28,989 |
|
Selling, general and administrative |
|
|
1,637 |
|
|
|
1,329 |
|
|
|
4,822 |
|
|
|
3,969 |
|
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF CAPITAL
(Unaudited)
(Dollars in thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Partners’ Capital |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General |
|
|
Comprehensive |
|
|
|
|
| |
|
Common |
|
|
Subordinated |
|
|
Partner |
|
|
Income |
|
|
|
|
| |
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
Total |
|
Balances – January 1, 2008 |
|
|
12,837,480 |
|
|
$ |
244,520 |
|
|
|
1,701,346 |
|
|
$ |
(6,022 |
) |
|
$ |
4,112 |
|
|
$ |
(6,762 |
) |
|
$ |
235,848 |
|
| |
Net income |
|
|
— |
|
|
|
21,532 |
|
|
|
— |
|
|
|
2,292 |
|
|
|
2,257 |
|
|
|
— |
|
|
|
26,081 |
|
| |
Cash distributions |
|
|
— |
|
|
|
(27,729 |
) |
|
|
— |
|
|
|
(3,675 |
) |
|
|
(2,448 |
) |
|
|
— |
|
|
|
(33,852 |
) |
| |
Unit-based compensation |
|
|
— |
|
|
|
57 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
57 |
|
| |
Purchase of treasury units |
|
|
— |
|
|
|
(93 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(93 |
) |
| |
Adjustment in fair value of
derivatives |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,733 |
) |
|
|
(1,733 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances –September 30, 2008 |
|
|
12,837,480 |
|
|
$ |
238,287 |
|
|
|
1,701,346 |
|
|
$ |
(7,405 |
) |
|
$ |
3,921 |
|
|
$ |
(8,495 |
) |
|
$ |
226,308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances – January 1, 2009 |
|
|
13,688,152 |
|
|
$ |
239,333 |
|
|
|
850,674 |
|
|
$ |
(3,688 |
) |
|
$ |
4,004 |
|
|
$ |
(4,935 |
) |
|
$ |
234,714 |
|
| |
Net income |
|
|
— |
|
|
|
13,969 |
|
|
|
— |
|
|
|
868 |
|
|
|
2,475 |
|
|
|
— |
|
|
|
17,312 |
|
| |
Cash distributions |
|
|
— |
|
|
|
(30,799 |
) |
|
|
— |
|
|
|
(1,914 |
) |
|
|
(2,884 |
) |
|
|
— |
|
|
|
(35,597 |
) |
| |
Unit-based compensation |
|
|
— |
|
|
|
59 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
59 |
|
| |
Purchase of treasury units |
|
|
— |
|
|
|
(77 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(77 |
) |
| |
Adjustment in fair value of
derivatives |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,870 |
|
|
|
1,870 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances – September 30, 2009 |
|
|
13,688,152 |
|
|
$ |
222,485 |
|
|
|
850,674 |
|
|
$ |
(4,734 |
) |
|
$ |
3,595 |
|
|
$ |
(3,065 |
) |
|
$ |
218,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These financial statements should be read in conjunction with the financial statements and the
accompanying notes and other information included in MMLP’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 4, 2009.
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
| |
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended |
|
| |
|
September 30, |
|
| |
|
2009 |
|
|
2008 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
17,312 |
|
|
$ |
26,081 |
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
25,657 |
|
|
|
22,933 |
|
Amortization of deferred debt issuance costs |
|
|
842 |
|
|
|
840 |
|
Deferred taxes |
|
|
70 |
|
|
|
(222 |
) |
Gain on sale of property, plant and equipment |
|
|
(5,198 |
) |
|
|
(143 |
) |
Equity in earnings of unconsolidated entities |
|
|
(5,227 |
) |
|
|
(11,385 |
) |
Distributions from unconsolidated entities |
|
|
650 |
|
|
|
— |
|
Distributions in-kind from equity investments |
|
|
3,990 |
|
|
|
8,392 |
|
Non-cash mark-to-market on derivatives |
|
|
2,332 |
|
|
|
(1,499 |
) |
Other |
|
|
59 |
|
|
|
57 |
|
Change in current assets and liabilities, excluding effects of acquisitions
and dispositions: |
|
|
|
|
|
|
|
|
Accounts and other receivables |
|
|
7,359 |
|
|
|
(17,295 |
) |
Product exchange receivables |
|
|
(1,212 |
) |
|
|
(21,411 |
) |
Inventories |
|
|
2,163 |
|
|
|
(26,204 |
) |
Due from affiliates |
|
|
1,707 |
|
|
|
(5,604 |
) |
Other current assets |
|
|
(286 |
) |
|
|
(1,548 |
) |
Trade and other accounts payable |
|
|
(25,362 |
) |
|
|
54,306 |
|
Product exchange payables |
|
|
8,162 |
|
|
|
22,744 |
|
Due to affiliates |
|
|
9,202 |
|
|
|
9,957 |
|
Income taxes payable |
|
|
(414 |
) |
|
|
(204 |
) |
Other accrued liabilities |
|
|
(1,097 |
) |
|
|
959 |
|
Change in other non-current assets and liabilities |
|
|
(497 |
) |
|
|
(111 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
40,212 |
|
|
|
60,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Payments for property, plant and equipment |
|
|
(31,684 |
) |
|
|
(72,185 |
) |
Acquisitions, net of cash acquired |
|
|
— |
|
|
|
(5,983 |
) |
Proceeds from sale of property, plant and equipment |
|
|
21,713 |
|
|
|
419 |
|
Return of investments from unconsolidated entities |
|
|
660 |
|
|
|
995 |
|
Distributions from (contributions to) unconsolidated entities for operations |
|
|
(833 |
) |
|
|
(1,999 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(10,144 |
) |
|
|
(78,753 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Payments of long-term debt and capital lease obligations |
|
|
(84,953 |
) |
|
|
(180,391 |
) |
Proceeds from long-term debt |
|
|
88,500 |
|
|
|
235,370 |
|
Purchase of treasury units |
|
|
(77 |
) |
|
|
(93 |
) |
Payments of debt issuance costs |
|
|
— |
|
|
|
(18 |
) |
Cash distributions paid |
|
|
(35,597 |
) |
|
|
(33,852 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(32,127 |
) |
|
|
21,016 |
|
|
|
|
|
|
|
|
| |
Net increase (decrease) in cash |
|
|
(2,059 |
) |
|
|
2,906 |
|
Cash at beginning of period |
|
|
7,983 |
|
|
|
4,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at end of period |
|
$ |
5,924 |
|
|
$ |
7,019 |
|
|
|
|
|
|
|
|
These financial statements should be read in conjunction with the financial statements and the
accompanying notes and other information included in MMLP’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 4, 2009.
MARTIN MIDSTREAM PARTNERS L.P.
DISTRIBUTABLE CASH FLOW
Unaudited Non-GAAP Financial Measure
(Dollars in thousands)
| |
|
|
|
|
|
|
|
|
| |
|
Three Months |
|
|
Nine months |
|
| |
|
Ended |
|
|
Ended |
|
| |
|
September 30, |
|
|
September 30, |
|
| |
|
2009 |
|
|
2009 |
|
Net income |
|
$ |
4,517 |
|
|
$ |
17,312 |
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to distributable cash flow: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
8,741 |
|
|
|
25,657 |
|
Gain on sale of property, plant and equipment |
|
|
(125 |
) |
|
|
(5,198 |
) |
Amortization of deferred debt issuance costs |
|
|
280 |
|
|
|
842 |
|
Deferred taxes |
|
|
284 |
|
|
|
70 |
|
Distribution equivalents from unconsolidated entities1 |
|
|
1,954 |
|
|
|
5,300 |
|
Invested cash in unconsolidated entities2 |
|
|
1,189 |
|
|
|
2,502 |
|
Equity in earnings of unconsolidated entities |
|
|
(2,139 |
) |
|
|
(5,227 |
) |
Non-cash mark-to-market on derivatives |
|
|
(542 |
) |
|
|
2,332 |
|
Maintenance capital expenditures |
|
|
(1,785 |
) |
|
|
(6,682 |
) |
Unit-based compensation |
|
|
28 |
|
|
|
59 |
|
|
|
|
|
|
|
|
Distributable cash flow |
|
$ |
12,402 |
|
|
$ |
36,967 |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
1 Distribution equivalents from unconsolidated entities: |
|
|
|
|
|
|
|
|
Distributions from unconsolidated entities |
|
$ |
— |
|
|
$ |
650 |
|
Return of investments from unconsolidated entities |
|
|
280 |
|
|
|
660 |
|
Distributions in-kind from equity investments |
|
|
1,674 |
|
|
|
3,990 |
|
|
|
|
|
|
|
|
Distributions equivalents from unconsolidated entities |
|
$ |
1,954 |
|
|
$ |
5,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 Invested cash in unconsolidated entities: |
|
|
|
|
|
|
|
|
Distributions from (contributions to) unconsolidated entities for operations |
|
$ |
195 |
|
|
$ |
(833 |
) |
Expansion capital expenditures in unconsolidated entities |
|
|
994 |
|
|
|
3,335 |
|
|
|
|
|
|
|
|
Invested cash in unconsolidated entities |
|
$ |
1,189 |
|
|
$ |
2,502 |
|
|
|
|
|
|
|
|