8-K/A

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): May 14, 2014

MARTIN MIDSTREAM PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE (State of incorporation or organization)	000-50056 (Commission file number)		05-0527861 (I.R.S. employer identification number)
4200 STONE ROAD
KILGORE, TEXAS (Address of principal executive offices)		75662 (Zip code)

Registrant’s telephone number, including area code: (903) 983-6200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 14, 2014 , Martin Midstream Partners L.P. (the “Partnership”) completed the previously announced acquisition of all of the outstanding membership interests in Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC (collectively, "Holdings"). Holdings owns a 19.8% limited partnership interest and a 0.2% general partnership interest in West Texas LPG Pipeline L.P. ("WTLPG"). WTLPG is operated by Chevron Pipe Line Company, which owns the remaining 80.0% interest. In such Form 8-K, the Partnership indicated that it would file the historical and pro forma financial information required under Item 9.01 with respect to the acquisition of Holdings no later than 71 days after the date that such Form 8-K was required to be filed. This amendment is filed to provide the required financial information of Holdings.

Item 9.01 Financial Statements and Exhibits.

(a)  Financial statements of businesses acquired.

The audited combined financial statements of Holdings for the year ended December 31, 2013, including the independent auditor’s report of KPMG LLP thereon. See Exhibit 99.1.

The unaudited combined and condensed financial statements of Holdings for the three months ended March 31, 2014 and 2013. See Exhibit 99.2.

(b)   Pro Forma Financial Information. 

Unaudited pro forma consolidated and condensed financial information.  See Exhibit 99.3.

(c) Exhibits

Exhibit
Number		Description
	99.1	Audited Combined Financial Statements of Holdings
	99.2	Unaudited Combined and Condensed Financial Statements of Holdings
	99.3	Unaudited Pro Forma Consolidated and Condensed Financial Information
	23.1	Consent of KPMG LLP

2

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: July 28, 2014                By: /s/ Robert D. Bondurant

Robert D. Bondurant,

Executive Vice President, Treasurer and

Chief Financial Officer

3

 INDEX TO EXHIBITS

	Exhibit
Number		Description
	99.1	Audited Combined Financial Statements of Holdings
	99.2	Unaudited Combined and Condensed Financial Statements of Holdings
	99.3	Unaudited Pro Forma Consolidated and Condensed Financial Information
	23.1	Consent of KPMG LLP

4

EX-99.1

TABLE OF CONTENTS

	Page
Independent Auditors' Report	6
Combined Financial Statements
Balance Sheet as of December 31, 2013	7
Statement of Operations for the year ended December 31, 2013	8
Statement of Members' Capital for the year ended December 31, 2013	9
Statement of Cash Flows for the year ended December 31, 2013	10
Notes to Financial Statements	11

5

Independent Auditors' Report

The Board of Directors

Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC:

We have audited the accompanying combined financial statements of Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC, which comprise the combined balance sheet as of December 31, 2013 and the related combined statements of operations, member's capital, and cash flows for the year then ended, and the related notes to the combined financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audit.We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined financial statements referred to above present fairly in all material respects, the financial position of Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC as of December 31, 2013 and the results of their operations and their cash flows for the year then ended in accordance with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Dallas, Texas

July 28, 2014

Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC

Combined Balance Sheet

(Dollars in thousands)

	December 31, 2013
Assets
Investment in West Texas LPG Pipeline Limited Partnership	$	85,016
	$	85,016
Liabilities and Members’ Capital
Accrued liabilities	$	22
Total liabilities	22
Commitments and contingencies
Members’ capital	84,994
	$	85,016

See accompanying notes to the combined financial statements.

7

Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC

Combined Statement of Operations

(Dollars in thousands)

	Year Ended December 31, 2013
Costs and expenses:
Operating expenses	$	197
Operating loss	(197		)
Other income (expense):
Interest expense	(2		)
Equity in earnings of West Texas LPG Pipeline Limited Partnership	4,988
Total other income	4,986
Net income	$	4,789

See accompanying notes to the combined financial statements.

8

Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC

Combined Statement of Member's Capital

(Dollars in thousands)

Members' capital at January 1, 2013	$	85,238
Net income	4,789
Contributions from member	2,367
Distributions to member	(7,400		)
Members' capital at December 31, 2013	$	84,994

See accompanying notes to the combined financial statements.

9

Atlas Pipeline NGL Holdings, LLC and Atlas PIpeline NGL Holdings II, LLC

Combined Statement of Cash Flows

(Dollars in thousands)

	Year Ended December 31, 2013
Cash flows from operating activities
Net income	$	4,789
Adjustments to reconcile net income to net cash used in operating activities:
Equity in earnings of West Texas LPG Pipeline Limited Partnership	(4,988		)
Changes in current assets and liabilities:
Prepaid expenses	30
Accrued liabilities	2
Net cash used in operating activities	(167		)
Cash flows from investing activities
Distributions from West Texas LPG Pipeline Limited Partnership	7,400
Investment in West Texas LPG Pipeline Limited Partnership	(2,200		)
Net cash provided by investing activities	5,200
Cash flows from financing activities
Contributions from member	2,367
Distributions to member	(7,400		)
Net cash used in financing activities	(5,033		)
Net increase in cash and cash equivalents	—
Cash, Beginning of year	—
Cash, End of year	$	—

See accompanying notes to the combined financial statements.

10

Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC

Notes to Combined Financial Statements

NOTE 1 - BASIS OF PRESENTATION

Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC are Delaware limited liability companies which function collectively as a holding company (the “Company”). The Company is a consolidated subsidiary of Atlas Pipeline Partners, L.P. (the “Partnership”), which is a publicly-traded (NYSE: APL) Delaware limited partnership.

On May 11, 2011, the Company acquired a 20% interest in West Texas LPG Pipeline Limited Partnership (“WTLPG”) from Buckeye Partners, L.P. (NYSE: BPL) for $85.0 million. The Company received contributions of $85.0 million from the Partnership in connection with the acquisition. WTLPG owns a common-carrier pipeline system that transports natural gas liquids from New Mexico and West Texas to Mont Belvieu, Texas for fractionation. WTLPG is operated by Chevron Pipeline Company, an affiliate of Chevron, which owns the remaining 80% interest. The Company does not own any other investments or engage in any operations.

Distributions received by the Company from WTLPG are distributed to the Partnership. The Company receives contributions from the Partnership which are generally contributed to WTLPG. For the year ended December 31, 2013, the Company received $7.4 million in distributions from WTLPG and paid $7.4 million in distributions to the Partnership. For the year ended December 31, 2013, the Company received contributions from the Partnership of $2.4 million, and made contributions of $2.2 million to WTLPG.

NOTE 2 - EQUITY METHOD INVESTMENTS

The Company accounts for its ownership interest in WTLPG under the equity method of accounting, with recognition of its ownership interest in the earnings of WTLPG as equity in earnings of unconsolidated entities on its statement of operations. Investments in excess of the underlying net assets of WTLPG identifiable to property, plant and equipment or finite lived intangible assets are amortized over the useful life of the related assets and recorded as a reduction to investment in unconsolidated entities on the Company’s balance sheet with an offsetting reduction to equity in earnings of unconsolidated entities in the Company’s statement of operations. Excess investment representing equity method goodwill is not subject to amortization and is accounted for as a component of the investment. No goodwill was recorded on the acquisition of WTLPG. Equity method investments are subject to impairment evaluation. The Company noted no indicators of impairment for its equity method investments as of December 31, 2013.

Selected financial information for WTLPG is as follows (thousands of dollars):

As of December 31, 2013					Years ended December 31, 2013
Total Assets		Long-Term Debt	Partners' Capital		Revenues		Net Income
$	216,561	—	$	188,372	$	88,031	$	31,390

NOTE 3 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through July 28, 2014, which is the date of this report.

11

EX-99.2

TABLE OF CONTENTS

	Page
Combined and Condensed Balance Sheets as of March 31, 2014 (unaudited) and December 31, 2013 (audited)	13
Combined and Condensed Statements of Operations for the three months ended March 31, 2014 and 2013 (unaudited)	14
Combined and Condensed Statements of Members' Capital for the three months ended March 31, 2014 and 2013 (unaudited)	15
Combined and Condensed Statements of Cash Flows for the three months ended March 31, 2014 and 2013 (unaudited)	16
Notes to Combined and Condensed Financial Statements	17

12

Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC

Combined and Condensed Balance Sheets

(Dollars in thousands)

	March 31,		December 31,
	2014		2013
	(Unaudited)		(Audited)
Assets
Prepaid expenses	$	17	$	—
Total current assets	17		—
Investment in West Texas LPG Pipeline Limited Partnership	84,743		$	85,016
	$	84,760	$	85,016
Liabilities and Members’ Capital
Accrued liabilities	$	9	$	22
Total liabilities	9		22
Commitments and contingencies
Members’ capital	84,751		84,994
	$	84,760	$	85,016

See accompanying notes to the combined and condensed financial statements.

13

Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC

Unaudited Combined and Condensed Statements of Operations

(Dollars in thousands)

	Three Months Ended March 31,
	2014			2013
Costs and expenses:
Operating expenses	$	33		$	39
Operating loss	(33		)	(39		)
Equity in earnings of West Texas LPG Pipeline Limited Partnership	1,727			2,040
Net income	$	1,694		$	2,001

See accompanying notes to the combined and condensed financial statements.

14

Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC

Unaudited Combined and Condensed Statements of Members' Capital

(Dollars in thousands)

Members' capital at January 1, 2013	$	85,238
Net income	2,001
Contributions from member	40
Distributions to member	(1,800		)
Members' capital at March 31, 2013	$	85,479
Members' capital at January 1, 2014	$	84,994
Net income	1,694
Contributions from member	63
Distributions to member	(2,000		)
Members' capital at March 31, 2014	$	84,751

See accompanying notes to the combined and condensed financial statements.

15

Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC

Unaudited Combined and Condensed Statements of Cash Flows

(Dollars in thousands)

	Three Months Ended March 31,
	2014			2013
Cash flows from operating activities
Net income	$	1,694		$	2,001
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in earnings of West Texas LPG Pipeline Limited Partnership	(1,727		)	(2,040		)
Changes in current assets and liabilities:
Prepaid expenses	(17		)	9
Accrued liabilities	(13		)	(10		)
Net cash used in operating activities	(63		)	(40		)
Cash flows from investing activities
Distributions from West Texas LPG Pipeline Limited Partnership	2,000			1,800
Net cash provided by investing activities	2,000			1,800
Cash flows from financing activities
Contributions from member	63			40
Distributions to member	(2,000		)	(1,800		)
Net cash used in financing activities	(1,937		)	(1,760		)
Net increase in cash and cash equivalents	—			—
Beginning of year	—			—
End of year	$	—		$	—

See accompanying notes to the combined and condensed financial statements.

16

Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC

Notes to Unaudited Combined and Condensed Financial Statements

NOTE 1 – BASIS OF PRESENTATION

Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC are Delaware limited liability companies which function as a holding company (the “Company”). The Company is a consolidated subsidiary of Atlas Pipeline Partners, L.P. (the “Partnership”), which is a publicly-traded (NYSE: APL) Delaware limited partnership.

On May 11, 2011, the Company acquired a 20% interest in West Texas LPG Pipeline Limited Partnership (“WTLPG”) from Buckeye Partners, L.P. (NYSE: BPL) for $85.0 million. The Company received contributions of $85.0 million from the Partnership in connection with the acquisition. WTLPG owns a common-carrier pipeline system that transports natural gas liquids from New Mexico and West Texas to Mont Belvieu, Texas for fractionation. WTLPG is operated by Chevron Pipeline Company, an affiliate of Chevron, which owns the remaining 80% interest. The Company does not own any other investments or engage in any operations.

Distributions received by the Company from WTLPG are distributed to the Partnership. The Company receives contributions from the Partnership which are generally contributed to WTLPG. For the three months ended March 31, 2014 and 2013, the Company received $2.0 million and $1.8 million, respectively, in distributions from WTLPG, and paid $2.0 million and $1.8 million, respectively, in distributions to the Partnership.

NOTE 2 – EQUITY METHOD INVESTMENTS

The Company accounts for its ownership interest in WTLPG under the equity method of accounting, with recognition of its ownership interest in the income of WTLPG as equity in income of unconsolidated entities on its statements of operations. Investments in excess of the underlying net assets of WTLPG identifiable to property, plant and equipment or finite lived intangible assets are amortized over the useful life of the related assets and recorded as a reduction to investment in unconsolidated entities on the Company’s balance sheet with an offsetting reduction to equity in income of unconsolidated entities on the Company’s statements of operations. Excess investment representing equity method goodwill is not subject to amortization and is accounted for as a component of the investment. No goodwill was recorded on the acquisition of WTLPG. Equity method investments are subject to impairment evaluation. The Company noted no indicators of impairment for its equity method investments as of March 31, 2014 or December 31, 2013.

Selected financial information for WTLPG is as follows (dollars in thousands):

	As of March 31,				Three Months Ended March 31,
	Total Assets		Partners' Capital		Revenues		Net Income
2014	$	216,444	$	189,523	$	23,212	$	11,151
	As of December 31,
2013	$	216,561	$	188,372	$	22,726	$	11,185

17

EX-99.3

Exhibit 99.3

MARTIN MIDSTREAM PARTNERS L.P.

UNAUDITED PRO FORMA CONSOLIDATED AND CONDENSED FINANCIAL INFORMATION

INTRODUCTION

The following unaudited pro forma financial statements have been derived from the historical consolidated financial statements of Martin Midstream Partners L.P. (“the Partnership”) and the historical consolidated financial statements of Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC (collectively, "Holdings"). The pro forma financial statements should be read in conjunction with the accompanying notes to pro forma financial statements and with the historical financial statements and related notes for both the Partnership and Holdings filed with the Securities and Exchange Commission.

For income statement items, the pro forma financial statements assume that the Holdings acquisition and the related borrowings under our credit facility occurred on January 1, 2013. The pro forma financial statements give pro forma effect to the acquisition of Holdings for $134.4 million.

The pro forma adjustments are based upon currently available information and certain estimates and assumptions, and therefore the actual adjustments will differ from the pro forma adjustments. However, management believes that the assumptions used provide a reasonable basis for presenting the significant effects of the acquisition as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the pro forma financial statements. The pro forma financial statements may not be indicative of the results that actually would have occurred if we had completed the acquisition and the offering on the dates indicated. In addition, the pro forma financial statements are not necessarily indicative of the results of our future operations.

18

TABLE OF CONTENTS

	Page
Pro Forma Consolidated and Condensed Balance Sheet as of March 31, 2014 (unaudited)	20
Pro Forma Consolidated and Condensed Statements of Operations for the year ended December 31, 2013 (unaudited)	21
Pro Forma Consolidated and Condensed Statements of Operations for the three months ended March 31, 2014 (unaudited)	22
Notes to Consolidated and Condensed Financial Statements	23

19

MARTIN MIDSTREAM PARTNERS L.P.

UNAUDITED PRO FORMA CONSOLIDATED AND CONDENSED BALANCE SHEET

As of March 31, 2014

(Dollars in thousands)

	MMLP Historical			Holdings		Pro Forma Adjustments				Pro Forma Consolidated
Assets
Cash	$	4,371		$	—	$	—			$	4,371
Accounts and other receivables, less allowance for doubtful accounts of $2,129	133,579			—		—				133,579
Product exchange receivables	901			—		—				901
Inventories	94,771			—		—				94,771
Due from affiliates	16,448			—		—				16,448
Other current assets	7,734			17		(17		)	(a)	7,734
Total current assets	257,804			17		(17		)		257,804
Property, plant and equipment, at cost	946,784			—		—				946,784
Accumulated depreciation	(314,352		)	—		—				(314,352		)
Property, plant and equipment, net	632,432			—		—				632,432
Goodwill	23,802			—		—				23,802
Investment in unconsolidated entities	129,336			84,743		49,670			(a)	263,749
Debt issuance costs, net	15,190			—		—				15,190
Other assets, net	9,048			—		—				9,048
	$	1,067,612		$	84,760	$	49,653			$	1,202,025
Liabilities and Partners’ Capital
Trade and other accounts payable	$	128,149		$	—	$	—			128,149
Product exchange payables	17,504			—		—				17,504
Due to affiliates	3,044			—		—				3,044
Income taxes payable	1,504			—		—				1,504
Other accrued liabilities	15,565			9		(9		)	(a)	15,565
Total current liabilities	165,766			9		(9		)		165,766
Long-term debt and capital lease obligations, less current installments	643,772			—		134,413			(a)	778,185
Other long-term obligations	1,981			—		—				1,981
Total liabilities	811,519			9		134,404				945,932
Commitments and contingencies
Partners’ capital	256,093			84,751		(84,751		)	(a)	256,093
	$	1,067,612		$	84,760	$	49,653			$	1,202,025

See accompanying notes to the unaudited pro forma financial statements.

20

MARTIN MIDSTREAM PARTNERS L.P.

UNAUDITED PRO FORMA CONSOLIDATED AND CONDENSED STATEMENT OF OPERATIONS

Year Ended December 31, 2013

(Dollars in thousands)

	MMLP Historical			Holdings			Pro Forma Adjustments				Pro Forma Consolidated
Revenues:
Terminalling and storage	$	115,965		$	—		$	—			$	115,965
Marine transportation	98,523			—			—				98,523
Sulfur services	12,004			—			—				12,004
Product sales:
Natural gas services	984,653			—			—				984,653
Sulfur services	201,120			—			—				201,120
Terminalling and storage	221,245			—			—				221,245
	1,407,018			—			—				1,407,018
Total revenues	1,633,510			—			—				1,633,510
Costs and expenses:
Cost of products sold: (excluding depreciation and amortization)
Natural gas services	944,961			—			—				944,961
Sulfur services	157,723			—			—				157,723
Terminalling and storage	195,640			—			—				195,640
	1,298,324			—			—				1,298,324
Expenses:
Operating expenses	172,043			197			—				172,240
Selling, general and administrative	29,397			—			—				29,397
Depreciation and amortization	52,240			—			—				52,240
Total costs and expenses	1,552,004			197			—				1,552,201
Other operating income	1,166			—			—				1,166
Operating income (loss)	82,672			(197		)	—				82,475
Other income (expense):
Equity in earnings (loss) of unconsolidated entities	(53,048		)	4,988			(80		)	(b)	(48,140		)
Debt prepayment premium	(272		)	—			—				(272		)
Interest expense	(42,495		)	(2		)	(4,239		)	(c)	(46,736		)
Other, net	542			—			—				542
Total other income (expense)	(95,273		)	4,986			(4,319		)		(94,606		)
Net income (loss) before taxes	(12,601		)	4,789			(4,319		)		(12,131		)
Income tax expense	(753		)	—			—				(753		)
Net income (loss)	(13,354		)	4,789			(4,319		)		(12,884		)
Less general partner's interest in net (income) loss	267			—			—				267
Less pre-acquisition (income) loss allocated to Parent	—			—			—				—
Less loss allocable to unvested restricted units	40			—			—				40
Limited partner's interest in net income (loss)	$	(13,047	)	$	4,789		$	(4,319	)		$	(12,577	)
Net loss per unit attributable to limited partners - basic	$	(0.49	)								$	(0.47	)
Weighted average limited partner units - basic	26,558										26,558
Net loss per unit attributable to limited partners - diluted	$	(0.49	)								$	(0.47	)
Weighted average limited partner units - diluted	26,558										26,558

See accompanying notes to the unaudited pro forma financial statements.

21

MARTIN MIDSTREAM PARTNERS L.P.

UNAUDITED PRO FORMA CONSOLIDATED AND CONDENSED STATEMENT OF OPERATIONS

Three Months Ended March 31, 2014

(Dollars in thousands)

	MMLP Historical			Holdings			Pro Forma Adjustments				Pro Forma Consolidated
Revenues:
Terminalling and storage	$	31,801		$	—		$	—			$	31,801
Marine transportation	23,410			—			—				23,410
Sulfur services	3,037			—			—				3,037
Product sales:
Natural gas services	333,337			—			—				333,337
Sulfur services	51,170			—			—				51,170
Terminalling and storage	54,273			—			—				54,273
	438,780			—			—				438,780
Total revenues	497,028			—			—				497,028
Costs and expenses:
Cost of products sold: (excluding depreciation and amortization)
Natural gas services	320,698			—			—				320,698
Sulfur services	37,853			—			—				37,853
Terminalling and storage	48,029			—			—				48,029
	406,580			—			—				406,580
Expenses:
Operating expenses	43,896			32			—				43,928
Selling, general and administrative	8,606			—			—				8,606
Depreciation and amortization	13,992			—			—				13,992
Total costs and expenses	473,074			32			—				473,106
Other operating loss	(45		)	—			—				(45		)
Operating income (loss)	23,909			(32		)	—				23,877
Other income (expense):
Equity in earnings (loss) of unconsolidated entities	(296		)	1,727			161			(b)	1,592
Interest expense	(11,451		)	(1		)	(1,059		)	(c)	(12,511		)
Other, net	(67		)	—			—				(67		)
Total other expense	(11,814		)	1,726			(898		)		(10,986		)
Net income before taxes	12,095			1,694			(898		)		12,891
Income tax expense	(300		)	—			—				(300		)
Net income	11,795			1,694			(898		)		12,591
Less general partner's interest in net income	(236		)	—			—				(236		)
Less income allocable to unvested restricted units	(32		)	—			—				(32		)
Limited partners' interest in net income	$	11,527		$	1,694		$	(898	)		$	12,323
Net income per unit attributable to limited partners - basic	$	0.43									$	0.46
Weighted average limited partner units - basic	26,572										26,572
Net income per unit attributable to limited partners - diluted	$	0.43									$	0.46
Weighted average limited partner units - diluted	26,605										26,605

See accompanying notes to the unaudited pro forma financial statements.

22

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO UNAUDITED CONSOLIDATED AND CONDENSED PRO FORMA FINANCIAL STATEMENTS

(a) Reflects the purchase of the Partnership’s equity investment in WTLPG financed by proceeds from long-term debt and the elimination of Holdings' assets, liabilities and equity not acquired by the Partnership.

(b) Reflects the adjustment of the incremental amount of amortization of the carrying value of the Partnership's equity interest in WTLPG in excess of Holding's carrying value of the underlying net assets. Of the excess basis of $95.9 million, $48.0 million will be amortized over approximately 35 years. The annual amount of excess amortization will decrease by $80 thousand compared to historical amounts recorded.

(c) Reflects the additional interest expense resulting from the $134.4 million in borrowings under the Partnership's credit facility. The interest rate used for the pro forma adjustment was 3.15%, which represents the Partnership's current weighted average rate on the facility. The interest rate can vary and an increase of 1/8% would increase interest expense and decrease income before income taxes by $0.2 million annually.

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EX-23.1

Exhibit 23.1

Consent of Independent Auditor

We consent to the incorporation by reference in the registration statements on Form S-3 (No. 333-193715 and No. 333-183481) and on Form S-8 (No. 333-140152) of Martin Midstream Partners L.P. of our report dated July 28, 2014, with respect to the combined balance sheet of Atlas Pipeline Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC as of December 31, 2013 and the related combined statements of operations, member's capital, and cash flows for the year then ended.

/s/ KPMG LLP

Dallas, Texas

July 28, 2014

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