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): August 5, 2008

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

(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 2.02 Results of Operations and Financial Condition.

     On August 5, 2008, Martin Midstream Partners L.P. (the “Partnership”) issued a press release reporting its financial results for the second quarter ended June 30, 2008.

     A copy of the press release is furnished as Exhibit 99.1 to this Current Report and will be published on the Partnership’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 (the “Exchange Act”).

     As previously reported, on August 6, 2008, at 8:00 a.m. Central Time, the Partnership will hold an investors’ conference call to discuss the Partnership’s financial results for the second quarter ended June 30, 2008. The supplemental financial data, including certain non-generally accepted accounting principle 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

     In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act.

Exhibit
Number	Description
99.1	Press release dated August 5, 2008.

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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 5, 2008	By:	/s/ Robert D. Bondurant
		Robert D. Bondurant,
		Executive Vice President and
		Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit
Number	Description
99.1	Press release dated August 5, 2008.

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EX-99.1

Exhibit 99.1

MARTIN MIDSTREAM PARTNERS REPORTS
2008 SECOND QUARTER FINANCIAL RESULTS

     KILGORE, Texas, August 5, 2008 /PRNewswire-FirstCall via COMTEX/ — Martin Midstream Partners L.P. (Nasdaq: MMLP) announced today its financial results for the second quarter ended June 30, 2008.

     MMLP reported net income for the second quarter of 2008 of $4.3 million, or $0.25 per limited partner unit. This compared to net income for the second quarter of 2007 of $5.9 million, or $0.41 per limited partner unit. Second quarter 2008 net income was negatively impacted by a $3.3 million non-cash derivatives loss. This non-cash adjustment resulted in a reduction to net income of approximately $0.22 per limited partner unit.

     MMLP reported net income for the six months ended June 30, 2008 of $12.3 million, or $0.76 per limited partner unit. This compared to net income for the six months ended June 30, 2007 of $11.7 million, or $0.82 per limited partner unit. Net income for the six months ended June 30, 2008 was negatively impacted by a $5.2 million non-cash derivatives loss. This non-cash adjustment resulted in a reduction to net income of approximately $0.35 per limited partner unit.

     Revenues for the second quarter of 2008 were $308.1 million compared to $162.3 million for the second quarter of 2007. Revenues for the six months ended June 30, 2008 were $621.2 million, compared to revenues of $318.1 million for the six months ended June 30, 2007.

     The Company’s distributable cash flow for the second quarter of 2008 was $12.3 million. The Company’s distributable cash flow for the six months ended June 30, 2008 was $28.1 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 second quarter 2008 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 August 5, 2008.

     Ruben Martin, President and Chief Executive Officer of Martin Midstream GP LLC, the general partner of Martin Midstream Partners, said “Our overall business remains strong as we continue to benefit from our diversification. Adjusting for non-cash mark-to-market charges, our operating income increased in three of four segments in the second quarter. In our fourth segment, sulfur services, margins declined as expected due to pricing lags in certain contracts and a reduction in fertilizer volumes sold due to seasonality. Accordingly, we expect our third quarter Sulfur Services margins to be substantially improved. For our other businesses, we expect continued improvement as organic growth projects come online through the end of the year and into the first half of 2009. We recently announced our seventh consecutive quarterly distribution increase which represented a 12.1% increase over our distribution one year ago. This growth has come primarily as a result of internally generated

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organic growth projects. We continue to focus on organic growth projects as a primary driver of our growth as elevated multiples for acquisitions continue to keep us out of the market.”

Investors’ Conference Call

     An investors’ conference call to review the second quarter results will be held on Wednesday, August 6, 2008, at 8:00 a.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 9:00 a.m. Central Time on August 6, 2008 through 11:59 p.m. Central Time on August 13, 2008. The access codes for the conference call and the audio replay are as follows: Account No. 286; Conference ID No. 292744 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 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 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

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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, 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 Statements of Operations), plus depreciation and amortization and amortization of deferred debt issue costs (as reported in Statements of Cash Flows), plus (less) deferred taxes (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 Statements of Operations), plus non-cash mark-to-market on derivatives (as reported in 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 August 5, 2008), plus (gain) loss on sale of property, plant and equipment (as reported in Statements of Cash Flows), plus unit-based compensation (as reported in Statements of Capital).

     MMLP’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 equity investments (as reported in Statements of Cash Flows). For the quarter ended June 30, 2008, 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 $3.0 million, respectively. For the six months ended June 30, 2008, MMLP’s distributions from unconsolidated entities, return of investments from unconsolidated entities and distributions in-kind from equity investments were $0.0 million, $0.6 million and $5.6 million, respectively.

     MMLP’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 MMLP’s Quarterly Report on Form 10-Q filed on August 5, 2008). For the quarter ended June 30, 2008, MMLP’s distributions from (contributions to) unconsolidated entities for operations and expansion capital expenditures in unconsolidated entities were $(0.4) million and $1.1 million, respectively. For the six months ended June 30, 2008, MMLP’s distributions from (contributions to) unconsolidated entities for operations and expansion capital expenditures in unconsolidated entities were $0.1 million and $1.9 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.

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

	June 30,			December 31,
	2008			2007
	(Unaudited)			(Audited)
Assets
Cash	$	11,273		$	4,113
Accounts and other receivables, less allowance for doubtful accounts of $350 and $211		110,998			88,039
Product exchange receivables		42,148			10,912
Inventories		101,832			51,798
Due from affiliates		8,336			2,325
Fair value of derivatives		—			235
Other current assets		7,093			584
Total current assets		281,680			158,006
Property, plant and equipment, at cost		497,323			441,117
Accumulated depreciation		(110,332	)		(98,080	)
Property, plant and equipment, net		386,991			343,037
Goodwill		37,405			37,405
Investment in unconsolidated entities		77,276			75,690
Fair value of derivatives		42			—
Other assets, net		8,493			9,439
	$	791,887		$	623,577
Liabilities and Partners’ Capital
Current installments of long-term debt	$	—		$	21
Trade and other accounts payable		169,144			104,598
Product exchange payables		70,856			24,554
Due to affiliates		10,138			7,543
Income taxes payable		671			602
Fair value of derivatives		13,083			4,502
Other accrued liabilities		4,717			4,752
Total current liabilities		268,609			146,572
Long-term debt		285,000			225,000
Deferred income taxes		8,660			8,815
Fair value of derivatives		11,535			5,576
Other long-term obligations		1,586			1,766
Total liabilities		575,390			387,729
Partners’ capital		232,798			242,610
Accumulated other comprehensive income (loss)		(16,301	)		(6,762	)
Total partners’ capital		216,497			235,848
Commitments and contingencies	$	791,887		$	623,577

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 August 5, 2008.

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MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per unit amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Revenues:
Terminalling and storage	$	9,900		$	7,037		$	17,820		$	13,988
Marine transportation		19,309			15,154			35,712			29,038
Product sales:
Natural gas services		182,025			105,321			389,117			207,109
Sulfur services		86,027			30,353			156,252			59,733
Terminalling and storage		10,882			4,449			22,258			8,242
		278,934			140,123			567,627			275,084
Total revenues		308,143			162,314			621,159			318,110
Costs and expenses:
Cost of products sold:
Natural gas services		180,324			100,939			383,174			197,711
Sulfur services		75,964			22,416			132,304			44,217
Terminalling and storage		10,270			3,917			20,191			6,932
		266,558			127,272			535,669			248,860
Expenses:
Operating expenses		26,195			20,663			50,412			39,656
Selling, general and administrative		3,467			2,744			6,946			5,465
Depreciation and amortization		7,614			5,468			14,954			10,362
Total costs and expenses		303,834			156,147			607,981			304,343
Other operating income (loss)		(14	)		—			126			—
Operating income		4,295			6,167			13,304			13,767
Other income (expense):
Equity in earnings of unconsolidated entities		4,372			2,418			7,882			4,468
Interest expense		(3,895	)		(2,739	)		(8,638	)		(6,316	)
Other, net		67			72			247			151
Total other income (expense)		544			(249	)		(509	)		(1,697	)
Net income before taxes		4,839			5,918			12,795			12,070
Income tax benefit (expense)		(522	)		9			(461	)		(340	)
Net income	$	4,317		$	5,927		$	12,334		$	11,730
General partner’s interest in net income	$	665		$	354		$	1,316		$	629
Limited partners’ interest in net income	$	3,652		$	5,573		$	11,018		$	11,101
Net income per limited partner unit — basic and diluted	$	0.25		$	0.41		$	0.76		$	0.82
Weighted average limited partner units — basic		14,532,826			13,638,101			14,532,826			13,478,271
Weighted average limited partner units — diluted		14,535,779			13,642,950			14,535,564			13,483,246

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 August 5, 2008.

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

														Accumulated
	Partners’ Capital													Other
											General			Comprehensive
	Common					Subordinated					Partner			Income
	Units		Amount			Units		Amount			Amount			Amount			Total
Balances — January 1, 2007		10,603,808	$	201,387			2,552,018	$	(6,237	)	$	3,253		$	122		$	198,525
Net Income		—		9,254			—		1,847			629			—			11,730
Follow-on public offering		1,380,000		55,934			—		—			—			—			55,934
General partner contribution		—		—			—		—			1,192			—			1,192
Unit-based compensation		3,000		26			—		—			—			—			26
Cash distributions		—		(13,361	)		—		(3,216	)		(697	)		—			(17,274	)
Adjustment in fair value of derivatives		—		—			—		—			—			193			193
Balances — June 30, 2007		11,986,808	$	253,240			2,552,018	$	(7,606	)	$	4,377		$	315		$	250,326
Balances — January 1, 2008		12,837,480	$	244,520			1,701,346	$	(6,022	)	$	4,112		$	(6,762	)	$	235,848
Net income		—		9,958			—		1,060			1,316			—			12,334
Cash distributions		—		(18,229	)		—		(2,416	)		(1,535	)		—			(22,180	)
Unit-based compensation		—		34			—		—			—			—			34
Adjustment in fair value of derivatives		—		—			—		—			—			(9,539	)		(9,539	)
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Balances — June 30, 2008		12,837,480	$	236,283			1,701,346	$	(7,378	)	$	3,893		$	(16,301	)	$	216,497

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 August 5, 2008.

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

	Six Months Ended
	June 30,
	2008			2007
Cash flows from operating activities:
Net income	$	12,334		$	11,730
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		14,954			10,362
Amortization of deferred debt issuance costs		559			540
Deferred taxes		(155	)		(68	)
Gain on sale of property, plant and equipment		(126	)		—
Equity in earnings of unconsolidated entities		(7,882	)		(4,468	)
Distributions from unconsolidated entities		—			200
Distributions in-kind from equity investments		5,621			4,541
Non-cash mark-to-market on derivatives		5,195			854
Other		34			26
Change in current assets and liabilities, excluding effects of acquisitions and dispositions:
Accounts and other receivables		(22,959	)		6,769
Product exchange receivables		(31,236	)		4,170
Inventories		(50,034	)		702
Due from affiliates		(6,011	)		(1,145	)
Other current assets		(6,509	)		148
Trade and other accounts payable		64,546			6,059
Product exchange payables		46,302			(7,401	)
Due to affiliates		2,595			(4,694	)
Income taxes payable		69			277
Other accrued liabilities		(34	)		(892	)
Change in other non-current assets and liabilities		(224	)		47
Net cash provided by operating activities		27,039			27,757
Cash flows from investing activities:
Payments for property, plant and equipment		(52,756	)		(36,772	)
Acquisitions, net of cash acquired		(5,983	)		(37,344	)
Proceeds from sale of property, plant and equipment		404			—
Return of investments from unconsolidated entities		600			2,970
Distributions from (contributions to) unconsolidated entities for operations		75			(5,777	)
Net cash used in investing activities		(57,660	)		(76,923	)
Cash flows from financing activities:
Payments of long-term debt		(100,791	)		(97,287	)
Proceeds from long-term debt		160,770			103,250
Net proceeds from follow on public offering		—			55,934
General partner contribution		—			1,192
Payments of debt issuance costs		(18	)		—
Cash distributions paid		(22,180	)		(17,274	)
Net cash provided by financing activities		37,781			45,815
Net increase (decrease) in cash		7,160			(3,351	)
Cash at beginning of period		4,113			3,675
Cash at end of period	$	11,273		$	324

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 August 5, 2008.

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MARTIN MIDSTREAM PARTNERS L.P.
DISTRIBUTABLE CASH FLOW
Unaudited Non-GAAP Financial Measure
(Dollars in thousands)

	Three Months			Six Months
	Ended			Ended
	June 30,			June 30,
	2008			2008
Net income	$	4,317		$	12,334
Adjustments to reconcile net income to distributable cash flow:
Depreciation and amortization		7,614			14,954
Amortization of deferred debt issuance costs		280			559
Deferred taxes		(75	)		(155	)
Distribution equivalents from unconsolidated entities1		3,191			6,221
Invested cash in unconsolidated entities2		707			2,011
Equity in earnings of unconsolidated entities		(4,372	)		(7,882	)
Non-cash mark-to-market on derivatives		3,307			5,195
Maintenance capital expenditures3		(2,700	)		(5,010	)
(Gain) loss on sale of property, plant and equipment		14			(126	)
Unit-based compensation		17			34
Distributable cash flow	$	12,300		$	28,135

	Three Months			Six Months
	Ended			Ended
	June 30,			June 30,
	2008			2008
1 Distribution equivalent from unconsolidated entities:
Distributions from unconsolidated entities	$	—		$	—
Return of investments from unconsolidated		150			600
Distributions in-kind from equity investments		3,041			5,621
Distributions equivalents from unconsolidated entities	$	3,191		$	6,221
2 Invested cash in unconsolidated entities:
Distributions from (contributions to) unconsolidated entities for operations	$	(431	)	$	75
Expansion capital expenditures in unconsolidated entities		1,138			1,936
Invested cash in unconsolidated entities	$	707		$	2,011
3 Maintenance capital expenditures exclude hurricane-related maintenance capital expenditures.

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