What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-24 compared with 2024-02-21 · 272 added, 181 removed, 1069 unchanged (30% of the section changed)

39 unchanged sentences

sulfur and fertilizer product sales, sulfur services, and natural gas liquids and lubricant product sales.

The Partnership’s processes used to record revenue differ for each of these revenue streams, as do the related information technology (IT) systems for certain of these revenue stream.

The Partnership’s processes used to record revenue differ for each of these revenue streams, as do the related information technology (IT) systems for certain of these revenue streams.

We identified the evaluation of the sufficiency of audit evidence obtained over revenue as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate such evidence due to the number of revenue streams and IT systems involved.

This included determining the revenue streams over which procedures would be performed and

evaluating the nature and extent of audit evidence obtained over each revenue stream.

This included determining the revenue streams over which procedures would be performed and evaluating the nature and extent of audit evidence obtained over each revenue stream.

The audit effort also required specialized skills and knowledge to evaluate the various IT systems.

1 unchanged sentence

We, with the assistance of IT professionals, applied auditor judgment to determine the nature and extent of procedures to be performed over revenue, including the determination of the revenue streams over which those procedures were performed.

For each revenue stream where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to record revenue, and involved IT professionals, who assisted in testing certain IT applications.

For each revenue stream where procedures were performed, we assessed the recorded revenue by selecting a sample of transactions and comparing the revenue recorded for consistency with the underlying contractual documentation and comparing with the related customer payment received associated with the transactions.

In addition, we evaluated the sufficiency of audit evidence obtained over revenue by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

For each revenue stream where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership’s process to record revenue, and involved IT professionals, who assisted in testing certain IT applications.

For certain revenue streams where procedures were performed, we assessed the recorded revenue by selecting a sample of transactions and comparing the revenue recorded for consistency with the underlying contractual documentation and comparing with the related customer payment received associated with the transactions.

For other revenue streams where procedures were performed, we performed a software-assisted data analysis to test relationships among certain revenue transactions.

Through these procedures we then compared the amounts recognized for consistency with underlying documentation, including contracts or payment and transaction support.

We evaluated the sufficiency of audit evidence obtained over revenue by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

We have served as the Partnership’s auditor since 2002.

6 unchanged sentences

Opinion on Internal Control Over Financial Reporting

We have audited Martin Midstream Partners L.P and subsidiaries' (the Partnership) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have audited Martin Midstream Partners L.P.

and subsidiaries' (the Partnership) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

35 unchanged sentences

Right-of-use assets 67,140 60,359

Investment in DSM Semichem LLC 7,314 —

Deferred income taxes, net 9,946 10,200

12 unchanged sentences

Long-term debt, net 437,635 421,173

Finance lease obligations 55 —

Operating lease liabilities 47,815 45,684

43 unchanged sentences

Other operating income (loss), net 1,584 1,373 5,669

Gain on involuntary conversion of property, plant and equipment — — 196

Operating income 57,295 66,724 51,263

2 unchanged sentences

( 57,706 ) ( 60,290 ) ( 53,665 )

Equity in loss of DSM Semichem LLC ( 624 ) — —

Loss on extinguishment of debt — ( 5,121 ) —

56 ( 5 ) ( 4 )

Total other income (expense)

20 unchanged sentences

Transportation 33,250 29,276 28,393

Sulfur Services 664 — —

Product sales 457 8,767 554

15 unchanged sentences

Changes in fair values of commodity cash flow hedges — — ( 816 )

Comprehensive income (loss) $ ( 4,549 ) $ ( 11,150 ) $ 605

Comprehensive loss $ ( 5,207 ) $ ( 4,549 ) $ ( 11,150 )

See accompanying notes to consolidated financial statements.

8 unchanged sentences

Issuance of time-based restricted units 48,000 — — — —

General partner contribution — — 3 — 3

Cash distributions — ( 777 ) ( 16 ) — ( 793 )

3 unchanged sentences

Unit-based compensation — 161 — — 161

Purchase of treasury units ( 7,156 ) ( 17 ) — — ( 17 )

Balances – December 31, 2022 38,850,750 ( 61,110 ) 1,665 — ( 59,445 )

2 unchanged sentences

Cash distributions — ( 777 ) ( 16 ) — ( 793 )

Changes in fair values of commodity cash flow hedges — — — ( 816 ) ( 816 )

Excess purchase price over carrying value of acquired assets — 374 — — 374

Unit-based compensation — 163 — — 163

18 unchanged sentences

Deferred income tax expense 254 4,186 5,744

(Gain) loss on disposition or sale of property, plant, and equipment ( 1,373 ) ( 5,669 ) 534

Gain on involuntary conversion of property, plant and equipment — — ( 196 )

Gain on disposition or sale of property, plant, and equipment ( 1,584 ) ( 1,373 ) ( 5,669 )

Loss on extinguishment of debt — 5,121 —

Derivative (income) loss — ( 901 ) 5,593

Net cash received (paid) for commodity derivatives — 85 ( 4,984 )

Equity in loss of DSM Semichem LLC 624 — —

Derivative income — — ( 901 )

Net cash received for commodity derivatives — — 85

Unit-based compensation 187 163 161

14 unchanged sentences

Payments for plant turnaround costs ( 10,897 ) ( 4,825 ) ( 5,176 )

Investment in DSM Semichem LLC ( 6,938 ) — —

Proceeds from sale of property, plant, and equipment 1,242 5,482 7,769

Proceeds from involuntary conversion of property, plant and equipment — — 284

Net cash used in investing activities ( 58,601 ) ( 33,660 ) ( 24,644 )

3 unchanged sentences

Proceeds from long-term debt 255,578 543,489 404,650

General partner contributions — — 3

Excess purchase price over carrying value of acquired assets — — ( 1,285 )

Purchase of treasury units — — ( 17 )

Payments of debt issuance costs ( 23 ) ( 14,289 ) ( 64 )

19 unchanged sentences

The petroleum products and by-products the Partnership gathers, transports, stores and markets are produced primarily by major and independent oil and gas companies who often rely on third parties, such as the Partnership, for the transportation and disposition of these products.

On December 28, 2021, Martin Resource Management Corporation indirectly acquired, through its wholly owned subsidiary, Martin Resource LLC, the remaining 49 % voting interest ( 50 % economic interest) in MMGP Holdings, LLC ("Holdings"), which is the sole member of Martin Midstream GP LLC ("MMGP"), the general partner of the Partnership.

Martin Resource Management Corporation indirectly owns, through its wholly owned subsidiary, Martin Resource LLC, 100% of MMGP Holdings, LLC ("Holdings"), which is the sole member of Martin Midstream GP LLC ("MMGP"), the general partner of the Partnership.

As a result, Martin Resource Management Corporation indirectly owns 100 % of MMGP.

On November 23, 2021, MMGP contributed to the Partnership all of the outstanding incentive distribution rights for no consideration, whereupon the incentive distribution rights were cancelled and cease to exist.

SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

26 unchanged sentences

Specialty Products – NGL revenue is recognized when title is transferred, which is generally when the product is delivered by truck, rail, or pipeline to the Partnership's NGL customers or when the customer collects the product from our facilities.

When lubricants are sold by truck or rail, revenue is recognized when title is transferred, which is generally when the product leaves the Partnership's facility, depending on the specific terms of the contract.

When lubricants are sold by truck or rail, revenue is recognized when title is transferred, which is generally when the product leaves the Partnership's facility, but can vary based on the specific terms of the contract.

Delivery of product is invoiced as the transaction occurs and is generally paid within a month.

67 unchanged sentences

The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

The Partnership identified triggering events related to a certain asset group in its transportation segment in 2022 and 2021.

The Partnership identified a triggering event related to a certain asset group in its transportation segment in 2022.

The Partnership performed a recoverability test and concluded the estimated undiscounted cash flows expected to be generated by the asset group exceeded the carrying value of the asset group and no impairment was recorded.

29 unchanged sentences

The impact on deferred taxes as a result of this provision is immaterial.

The Partnership's financial statements recognize the current and deferred income tax consequences that result from the activities of its wholly owned C-Corporation subsidiary, MTI, during the current period pursuant to the provisions of the FASB ASC 740 related to income taxes.

The Partnership's financial statements recognize the current and deferred income tax consequences that result from the activities of its wholly owned C-Corporation subsidiary, Martin Transport, Inc.

("MTI"), during the current period pursuant to the provisions of the FASB ASC 740 related to income taxes.

As a result of the common control transaction with the Partnership, the deferred tax consequences of the changes in the tax bases of MTI’s assets and liabilities were included in equity under the provisions of ASC 740-20-45-11.

With respect to the Partnership’s taxable subsidiary (MTI), income taxes are accounted for under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards.

With respect to MTI, income taxes are accounted for under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled.

16 unchanged sentences

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, “Improvements to Income Tax Disclosures” , which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

The new standard is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

This ASU will result in the required additional disclosures being included in the Partnership's consolidated financial statements, once adopted.

In November 2023, the FASB issued ASU 2023-07, " Improvements to Reportable Segment Disclosures" , effective for fiscal years beginning after December 15, 2023.

The ASU adds disclosure requirements about an entity's reportable segments' oversight and significant expenses on an interim and annual basis.

Early adoption is permitted.

The Partnership is currently evaluating the guidance and its impact to the financial statements.

On January 1, 2021, the Partnership adopted FASB ASU 2019-12, Income Taxes (Accounting Standards Codification (“ASC”) Topic 740):

Simplifying the Accounting for Income Taxes , which removes certain exceptions to general principles in ASC 740 and clarifies and amends existing guidance within U.S.

Adoption of the new standard did not have a material impact on the Partnership’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 requires annual and interim disclosures that are expected to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses.

The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Partnership adopted ASU 2023-07 and its expanded segment disclosure requirements in compliance with the required adoption guidelines.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” ("ASU 2023-09"), which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

The provisions of ASU 2023-09 are effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

ASU 2023-09 will result in the required additional disclosures being included in the Partnership's consolidated financial statements, once adopted.

EXIT ACTIVITIES AND DIVESTITURES

Exit from Butane Optimization Business.

During the second quarter of 2023, the Partnership completed its previously announced exit from its butane optimization business at the conclusion of the butane selling season.

This exit did not qualify as discontinued operations pursuant to ASC 205.

Going forward, with respect to butane, the Partnership will operate as a fee-based butane logistics business, utilizing its north Louisiana underground storage assets, which have both truck and rail capability.

This exit did not qualify as discontinued operations in accordance with ASC 205.

Going forward, with respect to butane, the Partnership will operate as a fee-based butane logistics business, primarily continuing to utilize its north Louisiana underground storage assets, which have both truck and rail capability.

This logistics business will also utilize the Partnership's truck transportation assets for fee-based product movements.

42 unchanged sentences

Throughput and storage revenue in the table above includes non-cancelable revenue arrangements that are under the scope of ASC 842, whereby the Partnership has committed certain Terminalling and Storage assets in exchange for a minimum fee.

Specialty Products Segment

NGL revenue is recognized when title is transferred, which is generally when the product is delivered by truck, rail, or pipeline to the Partnership's NGL customers or when the customer collects the product from our facilities.

Delivery of product is invoiced as the transaction occurs and is generally paid within a month.

Transportation Segment

Revenue related to land transportation is recognized for line hauls based on a mileage rate.

For contracted trips, revenue is recognized upon completion of the particular trip.

The performance of the service is invoiced as the transaction occurs and is generally paid within a month.

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

Revenue related to marine transportation is recognized for time charters based on a per day rate.

For contracted trips, revenue is recognized upon completion of the particular trip.

The performance of the service is invoiced as the transaction occurs and is generally paid within a month.

Sulfur Services Segment

3 unchanged sentences

The performance of the service is invoiced as the transaction occurs and is generally paid within a month.

Transportation Segment

Revenue related to land transportation is recognized for line hauls based on a mileage rate.

For contracted trips, revenue is recognized upon completion of the particular trip.

The performance of the service is invoiced as the transaction occurs and is generally paid within a month.

Revenue related to marine transportation is recognized for time charters based on a per day rate.

For contracted trips, revenue is recognized upon completion of the particular trip.

The performance of the service is invoiced as the transaction occurs and is generally paid within a month.

Specialty Products Segment

Delivery of product is invoiced as the transaction occurs and is generally paid within a month.

The table below includes estimated minimum revenue expected to be recognized in the future related to performance obligations that are unsatisfied at the end of the reporting period.

36 unchanged sentences

$ 954,059 $ 918,786

Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $ 44,700 , $ 50,186 and $ 52,289 , respectively, which includes amortization of fixed assets acquired under capital lease obligations of $ 6 , $ 92 , and $ 164 .

Gross assets under capital leases were $ 0 and $ 83 at December 31, 2023 and 2022, respectively.

Accumulated amortization associated with capital leases was $ 0 and $ 44 at December 31, 2023 and 2022, respectively.

Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $ 41,604 , $ 44,700 and $ 50,186 , respectively, which includes amortization of fixed assets acquired under finance ease obligations of $ 11 , $ 6 , and $ 92 .

Gross assets under finance leases were $ 77 and $ 0 at December 31, 2024 and 2023, respectively.

Accumulated amortization associated with finance leases was $ 10 and $ 0 at December 31, 2024 and 2023, respectively.

Additions to property, plant and equipment included in accounts payable at December 31, 2024, 2023 and 2022 were $ 2,661 , $ 2,943 , and $ 1,949 , respectively.

No equipment was purchased under capital lease obligations for the years ended December 31, 2023, 2022, and 2021.

No equipment was purchased under finance lease obligations for the years ended December 31, 2024, 2023, and 2022.

The following table represents the goodwill balance by reporting unit at December 31, 2024 and 2023 as follows:

1 unchanged sentence

Terminalling and storage $ 6,756 $ 6,756

$ 6,756 $ 10,985

Specialty products 4,229 4,229

2 unchanged sentences

Total goodwill $ 16,671 $ 16,671

1 Effective January 1, 2023, the Partnership reorganized its Terminalling and Storage and Natural Gas Liquids operating segments.

The underground NGL storage division of the Partnership's Natural Gas Liquids operating segment was moved to the Terminalling and Storage operating segment.

Further, the Partnership's packaged lubricants and grease businesses were moved from the Terminalling and Storage operating segment to the Specialty Products operating segment (formerly named the Natural Gas Liquids segment).

In conjunction with the segment reorganization, the Partnership allocated $ 4,229 of goodwill from the Terminalling and Storage operating segment to the Specialty Products operating segment.

The Partnership has numerous operating leases primarily for terminal facilities and transportation and other equipment.

3 unchanged sentences

The estimated rate is based on a risk-free rate plus a risk-adjusted margin.

The Partnership's leases have remaining lease terms of 1 year to 12 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year.

The Partnership includes extension periods and excludes termination periods from its lease term if, at commencement, it is reasonably likely that the Partnership will exercise the option.

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

The Partnership's leases have remaining lease terms of 1 year to 13 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year.

The Partnership includes extension periods and excludes termination periods from its lease term if, at commencement, it is reasonably likely that the Partnership will exercise the option.

The components of lease expense for the years ended December 31, 2024, 2023, and 2022 were as follows:

49 unchanged sentences

Total lease liability $ 67,522 $ 69

As of December 31, 2023, the Partnership did not have any operating leases that have not yet commenced.

The Partnership has non-cancelable revenue arrangements that are under the scope of ASC 842 whereby we have committed certain terminalling and storage assets in exchange for a minimum fee.

29 unchanged sentences

The carrying amount of the credit facility approximates fair value due to the debt having a variable interest rate and is in Level 2.

The estimated fair value of the 2024 Notes and 2025 Notes (collectively, the "senior notes") is considered Level 2, as the fair value is based upon quoted prices for identical liabilities in markets that are not active.

The estimated fair value of the 2028 Notes is considered Level 2, as the fair value is based upon quoted prices for identical liabilities in markets that are not active.

December 31, 2024 December 31, 2023

1 unchanged sentence

2028 Notes 386,377 436,172 381,965 414,453

2025 Notes — — 290,495 290,689

2028 Notes 381,965 414,453 — —

Total $ 386,377 $ 436,172 $ 381,965 $ 414,453

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

11 unchanged sentences

For hedged transactions that are still expected to occur as originally forecasted, the closure results in the realized gain or loss being deferred until the hedged transaction affects earnings.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

If it is determined that hedged transactions associated with cash flow hedges are no longer probable of occurring, the gain or loss associated with the instrument is recognized immediately into earnings.

17 unchanged sentences

Total $ — $ — $ — $ — $ 816

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

RELATED PARTY TRANSACTIONS

8 unchanged sentences

The Omnibus Agreement was amended on November 25, 2009, to include processing crude oil into finished products including naphthenic lubricants, distillates, asphalt and other intermediate cuts.

The Omnibus Agreement was amended further on October 1, 2012, to permit the Partnership to provide certain lubricant packaging products and services to Martin Resource Management Corporation.

The Omnibus Agreement was amended further on October 1, 2012, to permit the Partnership to provide

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

certain lubricant packaging products and services to Martin Resource Management Corporation.

The Omnibus Agreement was amended further on October 17, 2023 to include lubricants and packing in the Partnership’s definition of business.

14 unchanged sentences

◦ operating a butane optimization business;

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

◦ supplying employees and services for the operation of the Partnership's business;

6 unchanged sentences

The Omnibus Agreement requires the Partnership to reimburse Martin Resource Management Corporation for all direct expenses it incurs or payments it makes on the Partnership’s behalf or in connection with the operation of the Partnership’s business.

There is no monetary limitation on the amount the Partnership is required to reimburse Martin Resource Management Corporation for direct expenses.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

monetary limitation on the amount the Partnership is required to reimburse Martin Resource Management Corporation for direct expenses.

In addition to the direct expenses, under the Omnibus Agreement, the Partnership is required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses.

Effective January 1, 2023, through December 31, 2023, the board of directors of our general partner approved an annual reimbursement amount for indirect expenses of $ 13,982 .

Effective January 1, 2024, through December 31, 2024, the Board of Directors approved an annual reimbursement amount for indirect expenses of $ 13,508 .

The Partnership reimbursed Martin Resource Management Corporation for $ 13,508 , $ 13,982 and $ 13,491 of indirect expenses for the years ended December 31, 2024, 2023 and 2022, respectively.

The board of directors of our general partner will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.

The Board of Directors will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.

These indirect expenses are intended to cover the centralized corporate functions Martin Resource Management Corporation provides to the Partnership, such as accounting, treasury, clerical, engineering, legal, billing, information technology, administration of insurance, general office expenses and employee benefit plans and other general corporate overhead functions the Partnership shares with Martin Resource Management Corporation retained businesses.

11 unchanged sentences

The Omnibus Agreement was amended further on October 1, 2012, to permit the Partnership to provide certain lubricant packaging products and services to Martin Resource Management Corporation.

The Omnibus Agreement was amended further on October 17, 2023 to include lubricants and packing in the Partnership’s definition of business.

The Omnibus Agreement was amended further on October 17, 2023 to include lubricants and packaging in the Partnership’s definition of business.

Such amendments were approved by the Conflicts Committee.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

Omnibus Agreement, other than the indemnification provisions and the provisions limiting the amount for which the Partnership will reimburse Martin Resource Management Corporation for general and administrative services performed on its behalf, will terminate if the Partnership is no longer an affiliate of Martin Resource Management Corporation.

The Omnibus Agreement, other than the indemnification provisions and the provisions limiting the amount for which the Partnership will reimburse Martin Resource Management Corporation for general and administrative services performed on its behalf, will terminate if the Partnership is no longer an affiliate of Martin Resource Management Corporation.

Master Transportation Services Agreement

11 unchanged sentences

In the event a claim is the result of the joint negligence or misconduct of MTI and Martin Resource Management Corporation, indemnification obligations will be shared in proportion to each party’s allocable share of such joint negligence or misconduct.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

Terminal Services Agreements

3 unchanged sentences

The term of this agreement expired on December 31, 2023 but will continue on a year-to-year basis until terminated by either party by giving at least 90 days’ written notice prior to the end of any term.

Effective January 1, 2024, this agreement was amended to increase the throughput rate and to establish a minimum throughput volume.

Miscellaneous Terminal Services Agreements.

12 unchanged sentences

Other Agreements

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

Cross Tolling Agreement.

6 unchanged sentences

Further, certain capital improvements, to the extent requested by Cross, are reimbursed through a capital recovery fee.

All of these fees (other than the fuel surcharge) are subject to escalation annually based upon an amount equal to two-thirds (2/3) times the increase in the Consumer Price Index for a specified annual perio d .

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 perio d.

East Texas Mack Leases.

9 unchanged sentences

Martin $ 263 per year for such services, which amount was paid to Mr.

Martin for each of the fiscal years ended December 31, 2022 and 2021.

Martin for the fiscal year ended December 31, 2022.

The Consulting Services Agreement expired on December 31, 2022.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

Storage and Services Agreement.

The Partnership is a party to a storage and services agreement with Martin Butane, a division of Martin Product Sales LLC (a subsidiary of Martin Resource Management Corporation), dated May 1, 2023, under which the Partnership provides storage and other services for NGLs at the Partnership's underground storage facility located in Arcadia, Louisiana.

The primary term of the agreement expired on April 30, 2024, but will continue on a year to year basis until terminated by either party by giving at least 90 days’ written notice prior to the end of any term.

Other Miscellaneous Agreements.

8 unchanged sentences

33,250 29,276 28,393

Sulfur services 664 — —

Product sales:

10 unchanged sentences

$ 43,776 $ 47,187 $ 50,092

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

The impact of related party operating expenses is reflected in the Consolidated Statements of Operations as follows:

7 unchanged sentences

$ 106,831 $ 100,851 $ 93,630

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

The impact of related party selling, general and administrative expenses is reflected in the Consolidated Statements of Operations as follows:

6 unchanged sentences

Terminalling and storage

3,051 780 804

Indirect overhead allocation, net of reimbursement

23 unchanged sentences

Operating lease liabilities 19,707 14,901

Other 133 495

$ 46,880 $ 41,499

8 unchanged sentences

Current portion of asset retirement obligations 2

( 25 ) ( 298 )

Long-term portion of asset retirement obligations 3

1 unchanged sentence

1 Several factors are considered in the annual review process, including inflation rates, current estimates for removal cost, discount rates, and the estimated remaining useful life of the assets.

2 The current portion of asset retirement obligations is included in "Other current liabilities" on the Partnership's Consolidated Balance Sheets.

2 The current portion of asset retirement obligations is included in "Other accrued liabilities" on the Partnership's Consolidated Balance Sheets.

3 The non-current portion of asset retirement obligations is included in "Other long-term obligations" on the Partnership's Consolidated Balance Sheets.

7 unchanged sentences

$ 400,000 Senior notes, 11.5 % interest, net of unamortized debt issuance costs of $ 6,223 and $ 8,235 , respectively, including unamortized premium of $ 7,400 and $ 9,800 , respectively, due February 2028, secured 2,3,4

$ 53,750 Senior notes, due February 2024, 10.0 % interest, net of unamortized debt issuance costs of $ 0 and $ 1,288 , respectively 2,3

$ 291,381 Senior notes, due February 2025, 11.5 % interest, net of unamortized debt issuance costs of $ 0 and $ 886 , respectively 2,3

386,377 381,965

Total 437,635 421,173

1 unchanged sentence

Total long-term debt, net of current portion $ 437,635 $ 421,173

Current installments of finance lease obligations $ — $ 9

Finance lease obligations — —

Total finance lease obligations $ — $ 9

1 Effective February 8, 2023, the interest rate fluctuates based on Adjusted Term SOFR (set on the date of each advance) or the alternate base rate plus an applicable margin.

1 The interest rate fluctuates based on Adjusted Term SOFR (set on the date of each advance) or the alternate base rate plus an applicable margin.

The margin is set every three months.

7 unchanged sentences

incur indebtedness;

and make certain amendments to the Omnibus Agreement.

and make certain amendments to the Partnership's omnibus agreement with Martin Resource Management Corporation (the "Omnibus Agreement").

2 The Partnership was in compliance with all debt covenants as of December 31, 2024.

3 On February 8, 2023, the Partnership completed the sale of $ 400,000 in aggregate principal amount of 11.50 % senior secured second lien notes due 2028 (the “2028 Notes”).

The Partnership used the proceeds of the 2028 Notes to repurchase, through a tender offer and then redemption, all of the Partnership’s 10.00 % senior secured 1.5 lien notes due 2024 (the “2024 Notes”) and 11.50 % senior secured second lien notes due 2025 (the “2025 Notes”), repay a portion of the indebtedness under the credit facility, and pay fees and expenses in connection with the foregoing.

The Partnership used the proceeds of the 2028 Notes to repurchase, through a tender offer and then redemption, all of the Partnership’s 10.00 % senior secured 1.5 lien notes due 2024 and 11.50 % senior secured second lien notes due 2025, repay a portion of the indebtedness under the credit facility, and pay fees and expenses in connection with the foregoing.

The indenture for the 2028 Notes restricts the Partnership’s ability to sell assets;

3 unchanged sentences

and consolidate, merge or transfer all or substantially all of its assets.

4 Effective February 8, 2023, in connection with the completion of our sale of the 2028 Notes, we amended our credit facility to, among other things, reduce the commitments thereunder from $ 275,000 to $ 200,000 (with further scheduled reductions to $ 175,000 on June 30, 2023 and $ 150,000 on June 30, 2024) and extend the scheduled maturity date of the amended credit facility to February 8, 2027.

In conjunction with the issuance of the 2028 Notes, the Partnership recognized a loss on extinguishment of debt of $ 5,121 comprised of $ 2,827 in tender premium, $ 2,044 of unamortized debt costs and $ 250 in other expense.

1 unchanged sentence

Capitalized interest was $ 1,153 , $ 310 , and $ 0 for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, the Partnership had irrevocable letters of credit outstanding totaling $ 9,150 .

MARTIN MIDSTREAM PARTNERS L.P.

13 unchanged sentences

This excess of the purchase price over the historical cost of the net assets received has resulted in cumulative distributions of $ 289,019 reflected as reductions to Partners' capital (deficit).

Incentive Distribution Rights

MMGP holds a 2 % general partner interest and, until November 23, 2021, MMGP held certain incentive distribution rights ("IDRs") in the Partnership.

IDRs are a separate class of non-voting limited partner interest that may be transferred or sold by the general partner under the terms of the Partnership Agreement and represent the right to receive an increasing percentage of cash distributions after the minimum quarterly distribution and any cumulative arrearages on common units once certain target distribution levels have been achieved.

On November 23, 2021, MMGP contributed to the Partnership all of the outstanding IDRs for no consideration, whereupon the IDRs were cancelled and cease to exist (the “IDR Elimination”).

Until the IDR Elimination, the Partnership was required to distribute all of its available cash from operating surplus, as previously defined in the Partnership Agreement.

Distributions of Available Cash

7 unchanged sentences

Undistributed earnings are allocated to the general partner and limited partners utilizing the contractual terms of the Partnership Agreement.

Distributions to the general partner pursuant to the IDRs are limited to available cash that will be distributed as defined in the Partnership Agreement.

Distributions to the general partner pursuant to certain incentive distribution rights ("IDRs") held by the general partner are limited to available cash that will be distributed as defined in the Partnership Agreement.

Accordingly, the Partnership does not allocate undistributed earnings to the general partner for the IDRs because the general partner's share of available cash is the maximum amount that the general partner would be contractually entitled to receive if all earnings for the period were distributed.

When current period distributions are in excess of earnings, the excess distributions for the period are to be allocated to the general partner and limited partners based on their respective sharing of losses specified in the Partnership Agreement.

Additionally, as required under FASB ASC 260-10-45-61A, unvested share-

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

based payments that entitle employees to receive non-forfeitable distributions are considered participating securities, as defined in FASB ASC 260-10-20, for earnings per unit calculations.

Additionally, as required under FASB ASC 260-10-45-61A, unvested share-based payments that entitle employees to receive non-forfeitable distributions are considered participating securities, as defined in FASB ASC 260-10-20, for earnings per unit calculations.

For purposes of computing diluted net income per unit, the Partnership uses the more dilutive of the two-class and if-converted methods.

1 unchanged sentence

The following is a reconciliation of net income (loss) allocated to the general partner and limited partners for purposes of calculating net income (loss) attributable to limited partners per unit:

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

Years Ended December 31,

16 unchanged sentences

All common unit equivalents were antidilutive for the years ended December 31, 2024, 2023 and 2022 because the limited partners were allocated a net loss in these periods.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

UNIT BASED AWARDS - LONG-TERM INCENTIVE PLANS

11 unchanged sentences

Long-Term Incentive Plans

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

The Partnership's general partner has long-term incentive plans for employees and directors of the general partner and its affiliates who perform services for the Partnership.

2021 Phantom Unit Plan

On July 21, 2021, the board of directors of the general partner of the Partnership and the compensation committee of the general partner’s board of directors (the "Compensation Committee") approved the Martin Midstream Partners L.P.

On July 21, 2021, the Board of Directors and the Compensation Committee approved the Martin Midstream Partners L.P.

2021 Phantom Unit Plan (the “2021 Plan”), effective as of the same date.

The Plan permits the awards of phantom units and phantom unit appreciation rights (collectively, "phantom unit awards") to any employee or non-employee director of the Partnership, including its executive officers.

The 2021 Plan permits granting the awards of phantom units and phantom unit appreciation rights (collectively, "phantom unit awards") to any employee or non-employee director of the Partnership, including its executive officers.

The awards may be time-based or performance-based and will be paid, if at all, in cash.

The award of a phantom unit entitles the participant to a cash payment equal to the value of the phantom unit on the vesting date or dates, which value is the fair market value of a common unit of the Partnership (a “Unit”) on such vesting date or dates.

The award of a phantom unit under the 2021 Plan entitles the participant to a cash payment equal to the value of the phantom unit on the vesting date or dates, which value is the fair market value of a common unit of the Partnership (a “Unit”) on such vesting date or dates.

The award of a phantom unit appreciation right entitles the recipient to a cash payment equal to the difference between the value of a phantom unit on the vesting date or dates in excess of the value assigned by the Compensation Committee to the phantom unit as of the grant date.

5 unchanged sentences

provided, that the participant has been in continuous employment through the termination or change in control date, as applicable.

On July 21, 2021, 620,000 phantom units and 1,245,000 phantom unit appreciation rights were granted to employees of the general partner and its affiliates who perform services for the Partnership.

On April 20, 2022, the board of directors of the general partner of the Partnership and the Compensation Committee approved the First Amendment to the Plan, effective as of the same date, which amendment increased the total number of phantom units available for grant under the Plan from 2,000,000 units to 5,000,000 units.

On April 20, 2022, the Board of Directors and the Compensation Committee approved the First Amendment to the 2021 Plan, effective as of the same date, which amendment increased the total number of phantom units available for grant

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

under the 2021 Plan from 2,000,000 units to 5,000,000 units.

On April 20, 2022, 365,000 phantom units and 1,097,500 phantom unit appreciation rights were granted to employees of the general partner and its affiliates who perform services for the Partnership.

On July 19, 2023, 1,179,500 phantom units and 505,500 phantom unit appreciation rights were granted to employees of the general partner and its affiliates who perform services for the Partnership.

2025 Phantom Unit Plan

On February 11, 2025, the Board of Directors and the Compensation Committee approved the Martin Midstream Partners L.P.

2025 Phantom Unit Plan (the “2025 Plan”) to supersede the 2021 Plan, effective as of the same date.

The 2025 Plan contains substantially the same terms and conditions as the 2021 Plan.

On February 11, 2025, 1,210,000 phantom units and 425,000 phantom unit appreciation rights were granted to employees of the general partner and its affiliates who perform services for the Partnership.

See “Item 11.

Executive Compensation – Martin Midstream Partners L.P.

Long-Term Incentive Plans – Phantom Unit Plan.”

Phantom unit awards are recorded in operating expense and selling, general and administrative expense based on the fair value of the vested portion of the awards on the balance sheet date.

3 unchanged sentences

As the fair value of liability awards is required to be re-measured each period end, stock compensation expense amounts recognized in future periods for these awards will vary.

The estimated future cash payments of these awards are presented as liabilities within "Other current liabilities" and "Other long-term obligations" in the Consolidated Balance Sheets.

The estimated future cash payments of these awards are presented as liabilities within "Trade and other accounts payable" and "Other long-term obligations" in the Consolidated Balance Sheets.

As of December 31, 2024, there was a total of $ 2,783 of unrecognized compensation costs related to non-vested phantom unit awards.

These costs are expected to be recognized over a remaining life of 1.47 years.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

The fair value of the phantom unit awards was estimated using a Monte Carlo valuation model as of the balance sheet date.

16 unchanged sentences

Unvested units granted under the 2017 LTIP may or may not participate in cash distributions depending on the terms of each individual award agreement.

The restricted units issued to directors generally vest in equal annual installments over a four-year period.

In February 2023, the Partnership issued 21,352 TBRUs to each of the Partnership's three independent directors under the 2017 LTIP.

These restricted common units vest in equal installments of 5,338 units on January 24, 2024, 2025, 2026, and 2027.

On March 1, 2018, the Partnership issued 301,550 TBRUs and 317,925 PBRUs to certain employees of Martin Resource Management Corporation.

The TBRUs vested in equal installments over a three-year service period.

The PBRUs would have vested at the conclusion of a three-year performance period based on certain performance targets.

In addition, the PBRUs awarded on March 1, 2018 would have only vested if the grantee was employed by Martin Resource Management Corporation on March 31, 2021.

However, the performance conditions related to the PBRUs awarded on March 1, 2018 were not achieved and the Partnership treated these units as forfeited at expiration on March 31, 2021.

As such, the Partnership did not recognize compensation expense related to these units.

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

The restricted units issued to directors generally vest in equal annual installments over a four-year period.

In February 2024, the Partnership issued 28,760 TBRUs to each of the Partnership's three independent directors under the 2017 LTIP.

These restricted common units vest in equal installments of 7,190 units on January 24, 2025, 2026, 2027, and 2028.

The restricted units are valued at their fair value at the date of grant, which is equal to the market value of common units on such date.

25 unchanged sentences

The Texas margin tax is considered a state income tax and is included in income tax expense on the Consolidated Statements of Operations.

Since the tax base on the Texas margin tax is derived from an income-based measure, the margin tax is construed as income tax, and therefore, the recognition of deferred taxes applies to the margin tax.

The impact on deferred taxes as a result of this provision is immaterial.

State income taxes attributable to the Texas margin tax relating to the operation of the Partnership of $ 440 , $ 496 and $ 300 were recorded in income tax expense for the years ended December 31, 2023, 2022 and 2021, respectively.

Since the tax base on the Texas margin tax is derived from an income-based measure, the margin tax is construed as income tax, and therefore, the recognition of deferred taxes applies to the margin

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

The impact on deferred taxes as a result of this provision is immaterial.

State income taxes attributable to the Texas margin tax relating to the operation of the Partnership of $ 925 , $ 440 and $ 496 were recorded in income tax expense for the years ended December 31, 2024, 2023 and 2022, respectively.

Total income tax expense relating to the operation of MTI, a wholly owned C-Corporation subsidiary of the Partnership (“Taxable Subsidiary”), of $ 3,272 , $ 5,478 and $ 7,431 was recorded in income tax expense for the years ended December 31, 2024, 2023 and 2022, respectively.

30 unchanged sentences

On the basis of these considerations, as of December 31, 2024, management believes it is more likely than not that the Taxable Subsidiary will realize the benefit of the existing deferred tax assets.

Federal income taxes refundable related to the operation of the Taxable Subsidiary of $ 29 and $ 374 for the years ended December 31, 2023 and 2022, respectively, are included in “Other current assets”.

"Income taxes payable" includes a state income tax liability related to the operation of the Partnership of $ 567 and $ 451 for the years ended December 31, 2023 and

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

2022, respectively.

Federal income taxes refundable related to the operation of the Taxable Subsidiary of $ 44 and $ 29 for the years ended December 31, 2024 and 2023, respectively, are included in “Other current assets”.

"Income taxes payable" includes a state income tax liability related to the operation of the Partnership of $ 931 and $ 567 for the years ended December 31, 2024 and 2023, respectively.

Also included in "Income taxes payable" are state income tax liabilities related to the operation of the Taxable Subsidiary of $ 352 and $ 85 for the years ended December 31, 2024 and 2023, respectively.

At December 31, 2023, MTI had net operating loss carryforwards for income tax purposes of approximately $ 10,680 related to federal and state taxes.

At December 31, 2024, MTI had net operating loss carryforwards for income tax purposes of approximately $ 2,546 related to state taxes.

Of these net operating loss carryforwards, approximately $ 2,445 will expire between 2031 and 2041 and approximately $ 101 may be carried forward indefinitely.

The federal net operating loss carryforwards were fully utilized in 2024.

The operations of the Partnership are generally not subject to income taxes, except as discussed above, because its income is taxed directly to its partners.

The net tax basis in the Partnership's assets and liabilities is greater (less) than the reported amounts on the financial statements by approximately $ 69,103 and $ 124,695 as of December 31, 2024 and 2023, respectively.

As of December 31, 2023, the tax years that remain open to assessment are 2020-2022.

As of December 31, 2024, the tax years that remain open to assessment are 2021, 2022 and 2023.

BUSINESS SEGMENTS

The Partnership has four reportable segments:

terminalling and storage, specialty products, transportation, and sulfur services.

The Partnership’s reportable segments are strategic business units that offer different products and services.

The operating income of these segments is reviewed by the chief operating decision maker to assess performance and make business decisions.

The accounting policies of the operating segments are the same as those described in Note 2.

The Partnership evaluates the performance of its reportable segments based on operating income.

There is no allocation of interest expense.

The Chief Operating Decision Maker ("CODM") is a group of executives, comprised of the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of the Partnership's general partner.

CODM may use different operating measures to assess operating results and allocate resources among the Partnership's four segments (outlined below), however the measure that is most consistent with the amounts included in the consolidated financial statements is operating income.

The CODM utilizes this measure to evaluate the current financial performance and project the future financial performance of each segment to determine the allocation of capital resources.

The Partnership's four reportable segments are comprised of (1) Terminalling and Storage, (2) Transportation, (3) Sulfur Services and (4) Specialty Products.

The operating segments within each of our reportable segments have been aggregated based on the similarity of their economic and other characteristics, including different product type and services.

The Terminalling and Storage segment generates revenue by providing terminalling, processing, and storage services for petroleum products and by-products.

Storage revenue is earned through contracted monthly tank fixed fees, while throughput revenue is based on the volume moved through the Partnership’s terminals at contracted rates.

Tolling revenue is derived from contracted monthly reservation fees and throughput volumes processed at the facility.

The Transportation segment earns revenue by offering land and marine transportation services for petroleum products, by-products, chemicals, and specialty products.

Land transportation revenue is based on mileage rates for line hauls or completion of contracted trips.

Marine transportation revenue comes from time charters, calculated on a per-day basis, or from the completion of contracted trips.

The Sulfur Services segment generates revenue by providing processing, manufacturing, marketing, and distribution services for sulfur and sulfur-based products.

Revenue from sulfur and fertilizer product sales is recognized when the customer takes title to the product.

Revenue from sulfur services is earned as services are performed during each monthly period.

The Specialty Products segment earns revenue by providing marketing, distribution, and transportation services for NGLs as well as blending and packaging services for specialty lubricants and greases.

NGL revenue is recognized upon the sale of products via truck, rail, or pipeline.

For lubricants and greases, revenue is recognized upon their sale by truck or rail.

MARTIN MIDSTREAM PARTNERS L.P.

1 unchanged sentence

(Dollars in thousands, except where otherwise indicated)

Operating Revenues Intersegment Eliminations Operating Revenues After Eliminations Depreciation and Amortization Operating Income (Loss) after Eliminations Capital Expenditures and Plant Turnaround Costs

Year Ended December 31, 2023:

Terminalling and storage $ 95,459 $ ( 8,945 ) $ 86,514 $ 21,030 $ 5,676 $ 13,168

Specialty products 346,863 ( 86 ) 346,777 3,296 30,335 2,519

Sulfur services 140,995 — 140,995 10,690 30,436 16,851

Transportation 240,926 ( 17,249 ) 223,677 14,879 16,307 7,598

Indirect selling, general, and administrative — — — — ( 16,030 ) —

Total $ 824,243 $ ( 26,280 ) $ 797,963 $ 49,895 $ 66,724 $ 40,136

The following tables present selected financial information with respect to the Partnership's operating segments for the years ended December 31, 2024, 2023 and 2022.

Terminalling and Storage Transportation Sulfur Services Specialty Products Indirect selling, general and administrative Total

Year Ended December 31, 2024:

Terminalling and storage $ 92,612 $ ( 12,419 ) $ 80,193 $ 26,094 $ ( 11,102 ) $ 15,308

Specialty products 540,636 ( 123 ) 540,513 4,520 24,142 1,349

Sulfur services 179,164 — 179,164 11,099 34,146 6,857

Transportation 239,275 ( 20,267 ) 219,008 14,567 20,991 7,619

Indirect selling, general, and administrative — — — — ( 16,914 ) —

Total $ 1,051,687 $ ( 32,809 ) $ 1,018,878 $ 56,280 $ 51,263 $ 31,133

Operating revenues from external customers $ 89,067 $ 223,934 $ 129,771 $ 264,850 $ — $ 707,622

Intersegment operating revenues 7,488 15,873 1 95 — 23,457

Total segment revenues 96,555 239,807 129,772 264,945 — 731,079

Reconciliation of revenues:

Elimination of intersegment revenues ( 7,488 ) ( 15,873 ) ( 1 ) ( 95 ) — ( 23,457 )

Total consolidated revenues 89,067 223,934 129,771 264,850 — 707,622

cost of products sold:

Direct product costs — — 58,102 217,866 — 275,968

Manufacturing costs (plant, labor, transportation, and other) 72 — 21,882 19,536 — 41,490

Segment gross margin 96,483 239,807 49,788 27,543 — 413,621

Employment related expenses 2

25,714 60,882 9,148 5,941 12,267 113,952

Driver pay — 50,573 — — — 50,573

Pass-through expenses — 24,454 2,925 — — 27,379

Utilities, materials, and supplies 13,591 2,254 794 137 — 16,776

Repairs and maintenance 5,776 18,219 706 15 — 24,716

Insurance related expenses 6,914 15,083 730 125 825 23,677

Lease expenses 4,268 16,548 414 121 — 21,351

Other segment expenses 1

7,470 9,296 4,473 996 6,464 28,699

Depreciation and amortization 22,757 13,027 11,769 3,234 — 50,787

(Gain) loss on sale or disposition of property, plant and equipment ( 1,105 ) ( 713 ) 298 ( 64 ) — ( 1,584 )

85,385 209,623 31,257 10,505 19,556 356,326

Operating income (loss) $ 11,098 $ 30,184 $ 18,531 $ 17,038 $ ( 19,556 ) $ 57,295

Segment assets $ 180,769 $ 165,093 $ 126,074 $ 66,573 $ — $ 538,509

Capital expenditures and plant turnaround costs $ 13,764 $ 9,188 $ 26,380 $ 3,291 $ — $ 52,623

1 Other segment expenses include outside services, property taxes, terminalling fees, regulatory expenses, professional fees, communications expenses, and many other less significant expense categories used in operations.

The Unallocated SG&A amount includes $ 3,674 in transaction expenses associated with the terminated Merger with Martin Resource Management Corporation.

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant Recent Developments – Termination of Merger Agreement.”

2 These employment expenses include allocated overhead from Martin Resource Management Corporation and exclude those that are part of our manufacturing operations.

Payroll expenses in our manufacturing operations are included in cost of products sold.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

Terminalling and Storage Transportation Sulfur Services Specialty Products Indirect selling, general and administrative Total

Year Ended December 31, 2023:

Terminalling and storage $ 87,816 $ ( 12,593 ) $ 75,223 $ 25,441 $ ( 9,161 ) $ 8,354

Specialty products 517,920 ( 68 ) 517,852 5,159 58,044 1,765

Sulfur services 145,042 — 145,042 10,432 32,972 7,813

Transportation 161,180 ( 16,866 ) 144,314 15,719 ( 8,446 ) 4,997

Indirect selling, general, and administrative — — — — ( 16,129 ) —

Total $ 911,958 $ ( 29,527 ) $ 882,431 $ 56,751 $ 57,280 $ 22,929

Revenues from one customer in the specialty products segment was $ 120,171 , $ 177,062 and $ 140,324 for the years ended December 31, 2023, 2022 and 2021, respectively.

The Partnership's assets by reportable segment as of December 31, 2023 and 2022 are as follows:

Total assets:

Terminalling and storage

Operating revenues from external customers $ 86,514 $ 223,677 $ 140,995 $ 346,777 $ — $ 797,963

Intersegment operating revenues 8,945 17,249 — 86 — 26,280

Total segment revenues 95,459 240,926 140,995 346,863 — 824,243

Reconciliation of revenues:

Elimination of intersegment revenues ( 8,945 ) ( 17,249 ) — ( 86 ) — ( 26,280 )

Total consolidated revenues 86,514 223,677 140,995 346,777 — 797,963

cost of products sold:

Direct product costs — — 75,002 294,005 — 369,007

Manufacturing costs (plant, labor, transportation, and other) 75 — 18,839 25,195 — 44,109

Segment gross margin 95,384 240,926 47,154 27,663 — 411,127

Employment related expenses 2

23,018 56,244 7,997 5,463 12,755 105,477

Specialty products

Driver pay — 52,650 — — 52,650

Pass-through expenses — 27,196 3,657 — 30,853

Utilities, materials, and supplies 16,863 2,134 1,225 157 20,379

Repairs and maintenance 4,259 22,582 340 45 27,226

Insurance related expenses 4,525 14,056 759 122 19,462

Lease expenses 3,779 11,544 375 135 15,833

Other segment expenses 1

7,019 7,715 4,716 1,276 3,275 24,001

Sulfur services

Depreciation and amortization 21,030 14,879 10,690 3,296 — 49,895

(Gain) loss on sale or disposition of property, plant and equipment 359 ( 1,775 ) ( 17 ) 60 — ( 1,373 )

80,852 207,225 29,742 10,554 16,030 344,403

Transportation

Operating income (loss) $ 14,532 $ 33,701 $ 17,412 $ 17,109 $ ( 16,030 ) $ 66,724

Segment assets $ 171,320 $ 161,506 $ 103,779 $ 72,770 $ — $ 509,375

Capital expenditures and plant turnaround costs $ 13,168 $ 7,598 $ 16,851 $ 2,519 $ — $ 40,136

2 These employment expenses include allocated overhead from Martin Resource Management Corporation and exclude those that are part of our manufacturing operations.

Payroll expenses in our manufacturing operations are included in cost of products sold.

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

Terminalling and Storage Transportation Sulfur Services Specialty Products Indirect selling, general and administrative Total

Year Ended December 31, 2022:

Operating revenues from external customers $ 80,193 $ 219,008 $ 179,164 $ 540,513 $ — $ 1,018,878

Intersegment operating revenues 12,419 20,267 — 123 — 32,809

Total segment revenue 92,612 239,275 179,164 540,636 — 1,051,687

Reconciliation of revenues:

Elimination of intersegment revenues ( 12,419 ) ( 20,267 ) — ( 123 ) — ( 32,809 )

Total consolidated revenues 80,193 219,008 179,164 540,513 — 1,018,878

cost of products sold:

Direct product costs — — 96,793 479,301 — 576,094

Manufacturing costs (plant, labor, transportation, and other) 19 — 30,225 46,742 — 76,986

Segment gross margin 92,593 239,275 52,146 14,593 — 398,607

Employment related expenses 2

22,612 50,626 8,137 7,200 13,715 102,290

Driver pay — 52,178 — — 52,178

Pass-through expenses 13 33,998 4,332 — 38,343

Utilities, materials, and supplies 17,996 2,172 1,131 180 21,479

Repairs and maintenance 3,937 20,900 613 61 25,511

Insurance related expenses 4,964 10,499 1,115 194 2 16,774

Lease expenses 8,432 6,352 303 143 15,230

Other segment expenses 1

7,190 7,688 5,785 1,068 3,197 24,928

Depreciation and amortization 26,094 14,567 11,099 4,520 — 56,280

(Gain) loss on sale of property, plant and equipment 166 ( 1,062 ) ( 4,555 ) ( 218 ) — ( 5,669 )

91,404 197,918 27,960 13,148 16,914 347,344

Operating income (loss) $ 1,189 $ 41,357 $ 24,186 $ 1,445 $ ( 16,914 ) $ 51,263

Segment assets $ 184,537 $ 153,451 $ 110,688 $ 150,175 $ — $ 598,851

Capital expenditures and plant turnaround costs $ 15,308 $ 7,619 $ 6,857 $ 1,349 $ — $ 31,133

2 These employment expenses include allocated overhead from Martin Resource Management Corporation and exclude those that are part of our manufacturing operations.

Payroll expenses in our manufacturing operations are included in cost of products sold.

Revenues from one customer in the specialty products segment was $ 122,105 , $ 120,171 and $ 177,062 for the years ended December 31, 2024, 2023 and 2022, respectively.

MARTIN MIDSTREAM PARTNERS L.P.

17 unchanged sentences

The Partnership intends to vigorously defend the counterclaims asserted by the customer in the Litigation.

The trial for the Litigation is expected to be held in the first quarter of 2025.

The trial for the Litigation is expected to be held in the first half of 2026.

INVESTMENT IN DSM SEMICHEM LLC

On October 19, 2022, Martin ELSA Investment LLC, the Partnership's affiliate, entered into definitive agreements with Samsung C&T America, Inc.

and Dongjin USA, Inc., an affiliate of Dongjin Semichem Co., Ltd., to form DSM Semichem LLC (“DSM”).

DSM will produce and distribute electronic level sulfuric acid (“ELSA”).

By leveraging the Partnership's existing assets located in Plainview, Texas and installing additional facilities (the “ELSA Facility”) as required, DSM will produce ELSA that meets the strict quality standards required by the recent advances in semiconductor manufacturing.

In addition to owning a 10 % non-controlling interest in DSM, the Partnership will be the exclusive provider of feedstock to the ELSA Facility.

The Partnership, through its affiliate MTI, will also provide land transportation services for the ELSA produced by DSM.

On April 1, 2024, the Partnership contributed $ 6,500 in cash to DSM, which represents the cash contribution required pursuant to DSM's limited liability agreement for the Partnership's 10 % non-controlling interest.

Also, in conjunction with the formation of DSM, we contributed approximately 22 acres of land.

The Partnership recognizes its 10 % interest in DSM as "Investment in DSM Semichem LLC" on its Consolidated Balance Sheets.

The Partnership accounts for its ownership interest in DSM under the equity method of accounting.

Selected financial information for DSM is as follows:

As of December 31, Year ended December 31,

Total Assets Long-Term Debt Members' Equity/Partners' Capital Revenues Net Income (Loss)

DSM Semichem LLC $ 105,773 $ 31,700 $ 68,513 $ — $( 6,240 )

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

2 unchanged sentences

The guarantees that have been issued are full, irrevocable and unconditional and joint and several.

In addition, the Operating Partnership may also issue senior or subordinated debt securities which, if issued, will be fully, irrevocably and unconditionally guaranteed by the Partnership.

Substantially all of the Partnership's operating subsidiaries are subsidiary guarantors of its outstanding senior notes and any subsidiaries other than the subsidiary guarantors are minor.

In addition, the Operating Partnership may also issue senior or subordinated debt securities which, if issued, will be fully, irrevocably and

MARTIN MIDSTREAM PARTNERS L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except where otherwise indicated)

unconditionally guaranteed by the Partnership.

Substantially all of the Partnership's operating subsidiaries are subsidiary guarantors of its outstanding 2028 Notes and any subsidiaries other than the subsidiary guarantors are minor.

SUBSEQUENT EVENTS

1 unchanged sentence

On January 21, 2025, the Partnership declared a quarterly cash distribution of $ 0.005 per common unit for the fourth quarter of 2024, or $ 0.02 per common unit on an annualized basis, which was paid on February 14, 2025 to unitholders of record as of February 7, 2025.

Amendment to Credit Facility .

On February 13, 2025, we amended the interest coverage ratio and first lien leverage ratios in the credit facility for the fiscal quarters ending March 31, 2025, June 30, 2025 and September 30, 2025.

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Description of Our Indebtedness — Credit Facility.”

2025 Phantom Unit Plan .

On February 11, 2025, the Board of Directors and the Compensation Committee approved the Martin Midstream Partners L.P.

2025 Phantom Unit Plan (the “2025 Plan”), effective as of the same date.

The 2025 Plan permits the awards of phantom units and phantom unit appreciation rights to any employee or non-employee director of the Partnership, including its executive officers.

The awards may be time-based or performance-based and will be paid, if at all, in cash.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data