8-K

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): November 3, 2010 (November 3, 2010)

MARTIN MIDSTREAM PARTNERS L.P.

(Exact name of registrant as specified in its charter)

DELAWARE	000-50056	05-0527861
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4200 Stone Road Kilgore, TX	75662
(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:

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 2.02 Results of Operations and Financial Condition.

On November 3, 2010, Martin Midstream Partners L.P. (“MMLP”) issued a press release reporting its financial results for the quarter ended September 30, 2010.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report and will be published on MMLP’s website at www.martinmidstream.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 the Securities Exchange Act of 1934, as amended.

As previously reported, on Thursday, November 4, 2010, at 8:00 a.m. Central Time, MMLP will hold an investors’ conference call to discuss MMLP’s financial results for the third quarter ended September 30, 2010. The supplemental financial data, including certain non-generally accepted accounting principles financial measures, that will be discussed during the investors’ conference call is included in the above referenced press release.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated November 3, 2010.

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: November 3, 2010	By:	/s/ Robert D. Bondurant
		Robert D. Bondurant,
		Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated November 3, 2010.

EX-99.1

Exhibit 99.1

MARTIN MIDSTREAM PARTNERS REPORTS
2010 THIRD QUARTER FINANCIAL RESULTS

KILGORE, Texas, November 3, 2010 (GlobeNewswire via COMTEX News Network) — Martin Midstream Partners L.P. (Nasdaq: MMLP) announced today its financial results for the third quarter ended September 30, 2010.

Martin Midstream Partners L.P. (“MMLP” or “the Partnership”) reported net income for the third quarter of 2010 of $4.6 million, or $0.19 per limited partner unit. This compared to net income for the third quarter of 2009 of $4.3 million, or $0.26 per limited partner unit. Revenues for the third quarter of 2010 were $195.4 million compared to $159.3 million for the third quarter of 2009.

For the quarter ended September 30, 2010, net income was positively impacted by $0.9 million, or $0.05 per limited partner unit, in non-cash derivatives net gains from certain commodity and interest rate hedges that are subject to mark-to-market accounting.

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 are subject to mark-to-market accounting, and negatively impacted by $0.2 million in adjusted net income attributable to the Cross assets acquired in November 2009.

The Partnership reported net income for the nine months ended September 30, 2010 of $9.5 million, or $0.33 per limited partner unit. This compared to net income for the nine months ended September 30, 2009 of $20.2 million, or $1.02 per limited partner unit. Revenues for the nine months ended September 30, 2010 were $650.0 million compared to $461.5 million for the nine months ended September 30, 2009. For the nine months ended September 30, 2010, net income was positively impacted by $3.6 million, or $0.20 per limited partner unit, in non-cash derivatives net gains from certain commodity and interest rate hedges that are subject to mark-to-market accounting.

For the nine months ended September 30, 2010, net income was negatively impacted by $3.8 million, or $0.22 per limited partner unit, due to the payment of fees for the early extinguishment of interest rate swaps in the first quarter 2010.

For the nine months ended September 30, 2009, net income was positively impacted by $5.1 million, or $0.35 per limited partner unit, in gain on the sale of property, plant and equipment and $2.9 million in adjusted net income attributable to the Cross assets acquired in November 2009. 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.

Due to FASB ASC 850, the Partnership is required to account for the November 2009 Cross Oil asset contribution as a transfer of net assets between entities under common control. As such, the revenues, earnings and distributable cash flow data set forth below and elsewhere herein require adjustment to be viewed on a comparable year-over-year basis. The pre-acquisition effect of the Cross transaction is excluded from the determination of net income per limited partner unit. Before giving effect to the Cross transaction, revenue for the quarter and nine months ended September 30, 2009 would have been $151.4 million and $436.5 million, respectively. For a more detailed discussion of the Cross asset acquisition, please refer to Item 6. Selected Financial Data in our annual report on Form 10-K filed with the SEC on March 4, 2010.

The Partnership’s distributable cash flow for the third quarter of 2010 was $16.2 million. The Partnership’s distributable cash flow for the nine months ended September 30, 2010 was $43.9 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 Partnership 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.

1

Included with this press release are the Partnership’s consolidated financial statements as of and for the quarter ended September 30, 2010 and certain prior periods. These financial statements should be read in conjunction with the information contained in the Partnership’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 3, 2010.

Ruben Martin, President and Chief Executive Officer of Martin Midstream GP LLC, the general partner of Martin Midstream Partners L.P said, “Our Partnership’s operating performance was solid during the third quarter 2010. Our distributable cash flow (DCF) coverage ratio was 1.11 times; and we again demonstrated the portfolio effect of having a diverse operating model. Our improved performance during the quarter was fueled by two of our four business segments, Marine Transportation and Terminalling and Storage.

Marine Transportation had one of its strongest quarters ever. Our offshore tows continued their work in the Gulf of Mexico clean-up effort, although such clean-up efforts appear to be winding down. Additionally, within Marine Transportation our inland fleet was fully utilized during the quarter on long-awaited slightly improved day rates. Terminalling and Storage, our largest segment, also performed well during the quarter. Our Cross lubricant processing facility continues to see strong product demand for its off take. Also, we saw improved throughput and utilization in our specialty terminal storage system during the quarter. Lastly, we were pleased to execute the previously announced drop-down of two shore based marine terminals into our Terminalling and Storage segment. We anticipate those assets will generate approximately $1.2 million of additional fee-based distributable cash flow annually.

In our Natural Gas Services segment, volume was extremely high through our system during the third quarter well over nameplate capacity of our Waskom processing plant. This was offset, however, by the incremental gas stream being primarily from the Haynesville Shale which is substantially leaner in liquid content.

Our Sulfur Services segment experienced seasonal softening during the third quarter. As is typical, fertilizer demand is at its seasonal low after being strong during the first half of 2010. Looking forward to 2011, we expect to see greater demand for our sulfur-based products. Additionally, we expect continued strong demand for capacity on our sulfur prillers.

As we indicated last quarter, the Partnership is diligently working on several low multiple organic growth projects that we anticipate will add to our DCF over the next two years. Significant capital spending has been approved and those projects are well underway, particularly in our Terminalling and Storage segment. As the cornerstone of our fee-based model, we continue to invest heavily in the Terminalling and Storage segment. Looking forward, our liquidity remains strong and we continue to be in position to capitalize on strategic opportunities.”

Investors’ Conference Call

An investors’ conference call to review the third quarter results will be held on Thursday, November 4, 2010, at 8:00 a.m. Central Time. The conference call can be accessed by calling (877) 878-2695. An audio replay of the conference call will be available by calling (800) 642-1687 from 11:00 a.m. Central Time on November 4, 2010 through 10:59 p.m. Central Time on November 20, 2010. The access code for the conference call and the audio replay is Conference ID No. 21202683. The audio replay of the conference call will also be archived on Martin Midstream Partners’ 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 gathering, processing and NGL distribution; sulfur and sulfur-based products processing, manufacturing, and distribution; and marine transportation services for petroleum products and by-products.

2

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 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. 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

The Partnership reports its financial results in accordance with United States generally accepted accounting principles (GAAP). However, from time to time, the Partnership uses certain non-GAAP financial measures such as distributable cash flow because the Partnership’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 the Partnership’s cash available to pay distributions. Distributable cash flow should not be considered an alternative to cash flow from operating activities or any other measure of financial performance in accordance with GAAP. 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 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, the Partnership 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 Partnership 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. The Partnership calculates distributable cash flow as follows: net income (as reported in statements of operations), less gain on sale of property, plant and equipment (as reported in statements of cash flows), plus depreciation and amortization, amortization of debt discount and amortization of deferred debt issuance costs (as reported in statements of cash flows), less deferred taxes (as reported in statements of cash flows), plus costs related to the early extinguishment of interest rate swaps (as reported in Notes to Consolidated and Condensed Financial Statements “Note 10 — Long-Term Debt and Capital Leases” in the Partnership’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2010), plus distribution equivalents from unconsolidated entities (as described below), less invested cash in unconsolidated entities (as described below), less equity in earnings of unconsolidated entities (as reported in statements of operations), less non-cash mark-to-market on derivatives (as reported in statements of cash flows), less payments for plant turnaround costs (as reported in statements of cash flows), less maintenance capital expenditures (as reported under the caption “Liquidity and Capital Resources” in the Partnership’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2010), plus unit-based compensation (as reported in statements of changes in capital).

The Partnership’s distribution equivalents from unconsolidated entities is calculated as distributions from unconsolidated entities (as reported in statements of cash flows), plus return of investments from unconsolidated entities (as reported in statements of cash flows), plus distributions in-kind from unconsolidated entities (as reported in statements of cash flows). For the quarter ended September 30, 2010, the Partnership’s distributions from unconsolidated entities, return of investments from unconsolidated entities and distributions in-kind from equity investments were $0.0 million, $1.7 million and $3.0 million, respectively. For the nine months ended September 30, 2010, the Partnership’s distributions from unconsolidated entities, return of investments from unconsolidated entities and distributions in-kind from equity investments were $0.0 million, $2.4 million and $7.5 million, respectively.

3

The Partnership’s invested cash in unconsolidated entities is calculated as distributions from (contributions to) unconsolidated entities for operations (as reported in statements of cash flows), plus expansion capital expenditures in unconsolidated entities (as reported under the caption “Liquidity and Capital Resources” in the Partnership’s Annual Report on Form 10-K filed with the SEC on March 4, 2010). For the quarter ended September 30, 2010, the Partnership’s distributions from (contributions to) unconsolidated entities for operations and expansion capital expenditures in unconsolidated entities were $(0.3) million and $1.0 million, respectively. For the nine months ended September 30, 2010, the Partnership’s distributions from unconsolidated entities for operations and expansion capital expenditures in unconsolidated entities were $0.6 million and $2.0 million, respectively.

Additional information concerning the Partnership is available on the Partnership’s website at www.martinmidstream.com, or

Joe McCreery,
Vice President — Finance and Head of Investor Relations,
Martin Midstream Partners L.P.
Phone (903) 812-7989
joe.mccreery@martinmlp.com

4

MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED BALANCE SHEETS
(Dollars in thousands)

	September 30,			December 31,
	2010			2009
	(Unaudited)			(Audited)
Assets
Cash	$	18,740		$	5,956
Accounts and other receivables, less allowance for doubtful accounts of $2,025 and $1,025, respectively		61,242			77,413
Product exchange receivables		2,760			4,132
Inventories		51,276			35,510
Due from affiliates		5,268			3,051
Fair value of derivatives		2,155			1,872
Other current assets		2,290			1,340
Total current assets		143,731			129,274
Property, plant and equipment, at cost		601,964			584,036
Accumulated depreciation		(190,246	)		(162,121	)
Property, plant and equipment, net		411,718			421,915
Goodwill		37,268			37,268
Investment in unconsolidated entities		97,579			80,582
Fair value of derivatives		111			—
Other assets, net		23,464			16,900
	$	713,871		$	685,939
Liabilities and Partners’ Capital
Current portion of capital lease obligations	$	125		$	111
Trade and other accounts payable		65,930			71,911
Product exchange payables		12,151			7,986
Due to affiliates		14,277			13,810
Income taxes payable		563			454
Fair value of derivatives		123			7,227
Other accrued liabilities		14,625			5,000
Total current liabilities		107,794			106,499
Long-term debt and capital leases, less current maturities		313,448			304,372
Deferred income taxes		8,154			8,628
Other long-term obligations		1,113			1,489
Total liabilities		430,509			420,988
Partners’ capital		281,532			267,027
Accumulated other comprehensive income (loss)		1,830			(2,076	)
Total partners’ capital		283,362			264,951
Commitments and contingencies	$	713,871		$	685,939

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 3, 2010.

5

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,
	2010			20091			2010			20091
Revenues:
Terminalling and storage *	$	17,357		$	17,012		$	50,062		$	53,671
Marine transportation *		21,468			17,785			57,458			49,222
Product sales: *
Natural gas services		107,842			103,061			397,855			268,749
Sulfur services		36,658			15,100			113,945			61,029
Terminalling and storage		12,062			6,314			30,687			28,853
		156,562			124,475			542,487			358,631
Total revenues		195,387			159,272			650,007			461,524
Costs and expenses:
Cost of products sold: (excluding depreciation and amortization)
Natural gas services *		102,487			96,358			379,433			248,693
Sulfur services *		30,505			7,716			86,855			34,742
Terminalling and storage		11,363			5,535			28,771			25,558
		144,355			109,609			495,059			308,993
Expenses:
Operating expenses *		29,017			28,560			86,314			84,648
Selling, general and administrative *		4,542			4,581			14,650			13,754
Depreciation and amortization		10,175			10,439			30,066			29,256
Total costs and expenses		188,089			153,189			626,089			436,651
Other operating income		405			(22	)		450			5,051
Operating income		7,703			6,061			24,368			29,924
Other income (expense):
Equity in earnings of unconsolidated entities		2,951			2,139			7,469			5,227
Interest expense		(6,051	)		(4,300	)		(22,248	)		(13,587	)
Other, net		34			133			117			347
Total other income (expense)		(3,066	)		(2,028	)		(14,662	)		(8,013	)
Net income before taxes		4,637			4,033			9,706			21,911
Income tax benefit (expense)		(1	)		242			(224	)		(1,664	)
Net income	$	4,636		$	4,275		$	9,482		$	20,247
General partner’s interest in net income	$	1,000		$	800		$	2,832		$	2,475
Limited partners’ interest in net income	$	3,359		$	3,717		$	5,819		$	14,837
Net income per limited partner unit — basic and diluted	$	0.19		$	0.26		$	0.33		$	1.02
Weighted average limited partner units — basic		17,700,875			14,532,826			17,466,200			14,532,826
Weighted average limited partner units — diluted		17,701,719			14,538,231			17,467,514			14,536,792

¹ Financial information for 2009 has been revised to include results attributable to the Cross assets.

* Related Party Transactions Included Above

Revenues:
Terminalling and storage	$	12,292	$	4,363	$	34,579	$	13,134
Marine transportation		7,968		4,776		20,948		14,529
Product Sales		5,265		1,340		8,647		4,384
Costs and expenses:
Cost of products sold: (excluding depreciation and amortization)
Natural gas services		16,353		17,211		57,721		38,552
Sulfur services		4,212		2,756		11,448		9,106
Expenses:
Operating expenses		12,215		8,942		35,986		26,850
Selling, general and administrative		2,704		1,637		8,141		4,822

6

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

	Martin																Accumulated
	Resource		Partners’ Capital														Other
	Management													General			Comprehensive
	Net		Common						Subordinated					Partner			Income
	Investment1		Units			Amount			Units		Amount			Amount			(Loss)			Total
Balances — January 1, 2009	$	11,665		13,688,152		$	239,333			850,674	$	(3,688	)	$	4,004		$	(4,935	)	$	246,379
Net income		2,935		—			13,969			—		868			2,475			—			20,247
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	$	14,600		13,688,152		$	222,485			850,674	$	(4,734	)	$	3,595		$	(3,065	)	$	232,881
Balances — January 1, 2010	$	—		16,057,832		$	245,683			889,444	$	16,613		$	4,731		$	(2,076	)	$	264,951
Net income		—		—			6,650			—		—			2,832			—			9,482
Recognition of beneficial conversion feature		—		—			(831	)		—		831			—			—			—
Follow-on public offerings		—		2,650,000			78,600			—		—			—			—			78,600
Redemption of common units		—		(1,000,000	)		(28,070	)		—		—			—			—			(28,070	)
General partner contribution		—		—			—			—		—			1,089			—			1,089
Contributions to parent		—		—			(4,369	)		—		—			—			—			(4,369	)
Cash distributions		—		—			(38,605	)		—		—			(3,580	)		—			(42,185	)
Unit-based compensation		—		3,500			66			—		—			—			—			66
Purchase of treasury units		—		(3,500	)		(108	)		—		—			—			—			(108	)
Adjustment in fair value of derivatives		—		—			—			—		—			—			3,906			3,906
Balances — September 30, 2010	$	—		17,707,832		$	259,016			889,444	$	17,444		$	5,072		$	1,830		$	283,362

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 3, 2010.

¹ Financial information for 2009 has been revised to include balances attributable to the Cross assets acquired in November 2009.

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

	Nine Months Ended
	September 30,
	2010			2009 1
Cash flows from operating activities:
Net income	$	9,482		$	20,247
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		30,066			29,256
Amortization of deferred debt issuance costs		3,676			842
Amortization of debt discount		181			—
Deferred taxes		(474	)		179
Gain on sale of property, plant and equipment		(450	)		(5,051	)
Equity in earnings of unconsolidated entities		(7,469	)		(5,227	)
Distributions from unconsolidated entities		—			650
Distributions in-kind from equity investments		7,524			3,990
Non-cash mark-to-market on derivatives		(3,592	)		2,332
Other		66			59
Change in current assets and liabilities, excluding effects of acquisitions and dispositions:
Accounts and other receivables		16,171			7,390
Product exchange receivables		1,372			(1,212	)
Inventories		(15,766	)		2,055
Due from affiliates		(2,217	)		1,707
Other current assets		(950	)		1,161
Trade and other accounts payable		(5,633	)		(25,566	)
Product exchange payables		4,165			8,162
Due to affiliates		467			2,287
Income taxes payable		109			1,753
Other accrued liabilities		9,625			(523	)
Change in other non-current assets and liabilities		(3,865	)		(2,265	)
Net cash provided by operating activities		42,488			42,226
Cash flows from investing activities:
Payments for property, plant and equipment		(12,616	)		(33,698	)
Acquisitions		(7,331	)		—
Payments for plant turnaround costs		(1,090	)		—
Proceeds from sale of property, plant and equipment		1,944			21,713
Investment in unconsolidated entities		(20,110	)		—
Return of investments from unconsolidated entities		2,430			660
Distributions from (contributions to) unconsolidated entities for operations		628			(833	)
Net cash used in investing activities		(36,145	)		(12,158	)
Cash flows from financing activities:
Payments of long-term debt and capital lease obligations		(383,360	)		(84,953	)
Proceeds from long-term debt		392,269			88,500
Net proceeds from follow on offering		78,600			—
Redemption of common units		(28,070	)		—
General partner contribution		1,089			—
Distributions to parent		(4,369	)		—
Payments of debt issuance costs		(7,425	)		—
Purchase of treasury units		(108	)		(77	)
Cash distributions paid		(42,185	)		(35,597	)
Net cash provided by (used in) financing activities		6,441			(32,127	)
Net increase in cash		12,784			(2,059	)
Cash at beginning of period		5,956			7,983
Cash at end of period	$	18,740		$	5,924

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 3, 2010.

¹ Financial information for 2009 has been revised to include balances attributable to the Cross assets acquired in November 2009.

8

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,
	2010			2010
Net income	$	4,636		$	9,482
Adjustments to reconcile net income to distributable cash flow:
Depreciation and amortization		10,175			30,066
(Gain) loss on sale of property, plant and equipment		(405	)		(450	)
Amortization of debt discount		88			181
Amortization of deferred debt issuance costs		1,013			3,676
Deferred taxes		(185	)		(474	)
Early extinguishments of interest rate swaps		—			3,850
Distribution equivalents from unconsolidated entities1		4,683			9,954
Invested cash in unconsolidated entities2		711			2,623
Equity in earnings of unconsolidated entities		(2,951	)		(7,469	)
Non-cash mark-to-market on derivatives		(942	)		(3,592	)
Payments for plant turnaround costs		(28	)		(1,090	)
Maintenance capital expenditures		(626	)		(2,941	)
Unit-based compensation		28			66
Distributable cash flow	$	16,196		$	43,881

1 Distribution equivalents from unconsolidated entities:
Distributions from unconsolidated entities	$	—		$	—
Return of investments from unconsolidated entities		1,690			2,430
Distributions in-kind from equity investments		2,993			7,524
Distributions equivalents from unconsolidated entities	$	4,683		$	9,954
2 Invested cash in unconsolidated entities:
Distributions from (contributions to) unconsolidated entities for operations	$	(253	)	$	629
Expansion capital expenditures in unconsolidated entities		964			1,994
Invested cash in unconsolidated entities	$	711		$	2,623

9