August 7, 2024
Sharon Taylor
Chief Financial Officer
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, TX 75662
Re: Martin Midstream Partners L.P.
Form 10-K for Fiscal Year Ended December 31, 2023
Form 8-K Furnished April 17, 2024
File No. 000-50056
Dear Sharon Taylor:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).
Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Reconciliation of Net Loss to EBITDA, Adj. EBITDA, and Adj. EBITDA After Giving
Effect to
the Exit of the Butane Optimization Business
Non-GAAP Financial Measures, page 51
1. We note in determining the non-GAAP measure "Adjusted EBITDA after
giving effect to
the exit of the butane optimization business" you include an adjustment
for lower of cost
or net realizable value and other non-cash adjustments. Please tell us
the following:
The purpose for presenting Adjusted EBITDA after giving effect to
the exit of the
butane optimization business in 2023;
The amount of the portion of the adjustment related to lower of
cost or net realizable
value and whether this relates to butane inventories;
The nature and components of the adjustment for lower of cost or
net realizable value
and other non-cash adjustments; and
August 7, 2024
Page 2
The rationale for why you believe the adjustment for lower of cost
or net realizable
value is appropriate as non-cash adjustment and whether this is a
normal, recurring
operating expense.
Refer to Question 100.01 of the Compliance and Disclosure
Interpretations on Non-
GAAP Financial Measures and Item 10(e)(1)(ii)(A) and (B) of Regulation
S-K.
Results of Operations
Comparative Results of Operations for the Years Ended December 31, 2023 and
2022
Terminalling and Storage Segment, page 54
2. Please revise to explain the underlying reasons for the decrease in
operating expenses for
the year ended December 31, 2023. Refer to Item 303(b)(2)(i) of
Regulation S-K and
Staff Release No. 33-8350.
3. Please disclose how the 91% increase in Shore-based throughput volumes
(gallons)
impacted the Terminalling and Storage segment's revenues and operating
income for the
year ended December 31, 2023. Also, disclose a clear definition of this
metric and how it
is calculated, the reasons why this metric provides useful information
to investors, and a
statement indicating how management uses the metric in managing or
monitoring the
performance of the business. Refer to Staff Release 33-10751.
Earnings Release on Form 8-K Furnished April 17, 2024
Exhibit 99.,1
Martin Midstream Partners Reports First Quarter 2024 Financial Results and
Declares Quarterly
Cash Distribution
First Quarter 2024 Operating Results by Business Segment , page 1
4. Please explain why you believe it is appropriate to present the non-GAAP
measures
Adjusted EBITDA, After Giving Effect to the Exit of the Butane
Optimization Business
and Adjusted EBITDA on a segment basis without providing a
reconciliation to the most
directly comparable GAAP measure, segment operating income (loss). Refer
to Questions
104.03 and 104.04 of the Compliance and Disclosure Interpretations on
Non-GAAP
Financial Measures.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services