Item 1. Financial Statements
Item 1. Financial Statements
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED BALANCE SHEETS
(Dollars in thousands)
June 30, 2026 December 31, 2025
(Unaudited) (Audited)
Assets
Cash $ 50 $ 49
Accounts and other receivables, less allowance for doubtful accounts of $ 287 and $ 310 , respectively
72,239 58,371
Inventories 60,359 50,248
Due from affiliates 17,189 8,942
Other current assets 12,886 12,298
Total current assets 162,723 129,908
Property, plant and equipment, at cost 987,761 970,753
Accumulated depreciation ( 700,048 ) ( 681,527 )
Property, plant and equipment, net 287,713 289,226
Goodwill 16,671 16,671
Right-of-use assets 63,470 69,938
Investment in DSM Semichem LLC 5,637 6,198
Deferred income taxes, net 8,488 9,026
Other assets, net 2,731 1,451
Total assets $ 547,433 $ 522,418
Liabilities and Partners’ Capital (Deficit)
Current installments of long-term debt and finance lease obligations $ 16 $ 15
Trade and other accounts payable 70,383 57,814
Product exchange payables — 169
Due to affiliates 11,774 13,286
Income taxes payable 1,248 1,580
Other accrued liabilities 50,905 51,279
Total current liabilities 134,326 124,143
Long-term debt, net 453,748 428,008
Finance lease obligations 32 39
Operating lease liabilities 40,609 48,353
Other long-term obligations 8,931 7,670
Total liabilities 637,646 608,213
Commitments and contingencies
Partners’ capital (deficit) ( 90,213 ) ( 85,795 )
Total liabilities and partners' capital (deficit) $ 547,433 $ 522,418
See accompanying notes to consolidated and condensed financial statements.
4
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars and units in thousands, except per unit amounts)
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Revenues:
Terminalling and storage * $ 23,743 $ 22,404 $ 46,180 $ 43,953
Transportation * 56,639 53,826 109,446 106,811
Sulfur services 4,253 4,073 8,627 8,296
Product sales: *
Specialty products 83,148 60,318 144,754 129,623
Sulfur services 45,817 40,055 92,267 84,536
128,965 100,373 237,021 214,159
Total revenues 213,600 180,676 401,274 373,219
Costs and expenses:
Cost of products sold: (excluding depreciation and amortization)
Specialty products * 73,907 52,270 126,821 112,764
Sulfur services * 33,682 26,234 70,267 55,316
107,589 78,504 197,088 168,080
Expenses:
Operating expenses * 68,947 64,382 135,753 128,836
Selling, general and administrative * 9,407 10,882 20,219 22,656
Depreciation and amortization 13,052 12,638 25,923 25,454
Total costs and expenses 198,995 166,406 378,983 345,026
Gain on disposition or sale of property, plant and equipment 4,653 613 4,986 1,092
Operating income 19,258 14,883 27,277 29,285
Other income (expense):
Interest expense, net ( 14,491 ) ( 14,608 ) ( 28,452 ) ( 28,715 )
Equity in loss of DSM Semichem LLC ( 260 ) ( 616 ) ( 561 ) ( 825 )
Other, net 15 18 16 16
Total other expense ( 14,736 ) ( 15,206 ) ( 28,997 ) ( 29,524 )
Net income (loss) before taxes 4,522 ( 323 ) ( 1,720 ) ( 239 )
Income tax expense ( 1,875 ) ( 2,084 ) ( 2,393 ) ( 3,201 )
Net income (loss) 2,647 ( 2,407 ) ( 4,113 ) ( 3,440 )
Less general partner's interest in net income (loss) 53 ( 48 ) ( 82 ) ( 69 )
Less income (loss) allocable to unvested restricted units 12 ( 10 ) ( 14 ) ( 14 )
Limited partners' interest in net income (loss) $ 2,582 $ ( 2,349 ) $ ( 4,017 ) $ ( 3,357 )
Net income (loss) per unit attributable to limited partners - basic and diluted $ 0.07 $ ( 0.06 ) $ ( 0.10 ) $ ( 0.09 )
Weighted average limited partner units - basic and diluted 38,955,432 38,892,347 38,953,569 38,887,692
See accompanying notes to consolidated and condensed financial statements.
*Related Party Transactions Shown Below
5
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars and units in thousands, except per unit amounts)
* Related Party Transactions Included Above
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Revenues:*
Terminalling and storage $ 18,982 $ 18,221 $ 37,738 $ 35,483
Transportation 7,883 7,320 15,926 15,290
Product Sales 817 1,040 1,800 2,340
Costs and expenses:*
Cost of products sold: (excluding depreciation and amortization)
Specialty products 10,137 7,277 18,067 13,287
Sulfur services 3,318 3,187 6,606 6,308
Expenses:
Operating expenses 27,286 27,823 54,582 55,388
Selling, general and administrative 7,753 8,135 16,020 16,027
See accompanying notes to consolidated and condensed financial statements.
6
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF CAPITAL (DEFICIT)
(Unaudited)
(Dollars in thousands)
Partners’ Capital (Deficit)
Common Limited General Partner Amount
Units Amount Total
Balances - March 31, 2026 39,124,686 $ ( 93,697 ) $ 988 $ ( 92,709 )
Net income — 2,594 53 2,647
Cash distributions — ( 196 ) ( 4 ) ( 200 )
Unit-based compensation — 49 — 49
Balances - June 30, 2026 39,124,686 ( 91,250 ) 1,037 ( 90,213 )
Balances - December 31, 2025 39,055,086 $ ( 86,922 ) $ 1,127 $ ( 85,795 )
Net loss — ( 4,031 ) ( 82 ) ( 4,113 )
Issuance of restricted units 69,600 — — —
Cash distributions — ( 391 ) ( 8 ) ( 399 )
Unit-based compensation — 94 — 94
Balances - June 30, 2026 39,124,686 $ ( 91,250 ) $ 1,037 $ ( 90,213 )
Partners’ Capital (Deficit)
Common Limited General Partner Amount
Units Amount Total
Balances - March 31, 2025 39,055,086 $ ( 73,041 ) $ 1,413 $ ( 71,628 )
Net loss — ( 2,359 ) ( 48 ) ( 2,407 )
Cash distributions — ( 195 ) ( 4 ) ( 199 )
Unit-based compensation — 47 — 47
Balances - June 30, 2025 39,055,086 ( 75,548 ) 1,361 ( 74,187 )
Balances - December 31, 2024 39,001,086 $ ( 71,877 ) $ 1,438 $ ( 70,439 )
Net loss — ( 3,371 ) ( 69 ) ( 3,440 )
Issuance of restricted units 54,000 — — —
Cash distributions — ( 390 ) ( 8 ) ( 398 )
Unit-based compensation — 90 — 90
Balances - June 30, 2025 39,055,086 $ ( 75,548 ) $ 1,361 $ ( 74,187 )
See accompanying notes to consolidated and condensed financial statements.
7
MARTIN MIDSTREAM PARTNERS L.P.
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Six Months Ended
June 30,
2026 2025
Cash flows from operating activities:
Net loss $ ( 4,113 ) $ ( 3,440 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization 25,923 25,454
Amortization of deferred debt issuance costs 1,671 1,556
Amortization of debt discount 1,200 1,200
Deferred income tax expense (benefit) 538 ( 154 )
Gain on disposition or sale of property, plant and equipment, net ( 4,986 ) ( 1,092 )
Equity in loss of DSM Semichem LLC 561 825
Non cash unit-based compensation 94 90
Change in current assets and liabilities, excluding effects of acquisitions and dispositions:
Accounts and other receivables ( 13,868 ) ( 3,933 )
Inventories ( 10,111 ) 5,583
Due from affiliates ( 8,247 ) 4,891
Other current assets 1,060 ( 544 )
Trade and other accounts payable 10,800 ( 6,181 )
Product exchange payables ( 169 ) 145
Due to affiliates ( 1,512 ) ( 1,226 )
Income taxes payable ( 332 ) 849
Other accrued liabilities ( 1,451 ) ( 611 )
Change in other non-current assets and liabilities 1,365 1,484
Net cash provided by (used in) operating activities ( 1,577 ) 24,896
Cash flows from investing activities:
Payments for property, plant and equipment ( 17,008 ) ( 11,222 )
Payments for plant turnaround costs ( 9,378 ) ( 1,799 )
Proceeds from sale of property, plant and equipment 5,500 1,092
Net cash used in investing activities ( 20,886 ) ( 11,929 )
Cash flows from financing activities:
Payments of long-term debt ( 116,500 ) ( 121,500 )
Payments under finance lease obligations ( 7 ) ( 7 )
Proceeds from long-term debt 139,500 109,000
Payment of debt issuance costs ( 130 ) ( 70 )
Cash distributions paid ( 399 ) ( 398 )
Net cash provided by (used in) financing activities 22,464 ( 12,975 )
Net increase (decrease) in cash 1 ( 8 )
Cash at beginning of period 49 55
Cash at end of period $ 50 $ 47
Non-cash additions to property, plant and equipment $ 4,631 $ 1,263
See accompanying notes to consolidated and condensed financial statements.
8
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Martin Midstream Partners L.P. (the "Partnership") is a publicly traded limited partnership with a diverse set of operations focused primarily in the Gulf Coast region of the United States ("U.S."). Its four primary business lines include: terminalling, processing, and storage services for petroleum products and by-products; land and marine transportation services for petroleum products and by-products, chemicals, and specialty products; sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and marketing, distribution, and transportation services for natural gas liquids ("NGL") and blending and packaging services for specialty lubricants and greases.
The Partnership’s unaudited consolidated and condensed financial statements have been prepared in accordance with the requirements of Form 10-Q and U.S. Generally Accepted Accounting Principles ("U.S. GAAP") for interim financial reporting. Accordingly, these financial statements have been condensed and do not include all of the information and footnotes required by U.S. GAAP for annual audited financial statements of the type contained in the Partnership’s annual reports on Form 10-K. In the opinion of the management of Martin Midstream GP LLC ("MMGP" or the “general partner"), the Partnership’s general partner, all adjustments and elimination of significant intercompany balances necessary for a fair presentation of the Partnership’s financial position, results of operations, and cash flows for the periods shown have been made. All such adjustments are of a normal recurring nature. Results for such interim periods are not necessarily indicative of the results of operations for the full year. These financial statements should be read in conjunction with the Partnership’s audited consolidated financial statements and notes thereto included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 23, 2026.
Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated and condensed financial statements in conformity with U.S. GAAP. Actual results could differ from those estimates.
NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"), as amended by ASU 2025-01, which requires public entities to disclose disaggregated information about certain income statement line items in the notes to the financial statements. For public entities, ASU 2024-03 is required to be adopted for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, with early adoption permitted. The Partnership is currently evaluating the impact that ASU 2024-03 will have on its consolidated and condensed financial statements.
9
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
NOTE 3. REVENUE
The following table disaggregates our revenue by major source:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Terminalling and storage segment
Throughput and storage $ 23,743 $ 22,404 $ 46,180 $ 43,953
$ 23,743 $ 22,404 $ 46,180 $ 43,953
Transportation segment
Land transportation $ 42,292 $ 38,942 $ 81,204 $ 77,621
Inland marine transportation 13,187 12,678 25,736 24,680
Offshore marine transportation 1,160 2,206 2,506 4,510
$ 56,639 $ 53,826 $ 109,446 $ 106,811
Sulfur services segment
Sulfur product sales $ 12,522 $ 8,894 $ 23,326 $ 18,606
Fertilizer product sales 33,295 31,161 68,941 65,930
Sulfur services 4,253 4,073 8,627 8,296
$ 50,070 $ 44,128 $ 100,894 $ 92,832
Specialty products segment
Natural gas liquids product sales $ 48,932 $ 32,976 $ 83,345 $ 75,096
Lubricant product sales 34,216 27,342 61,409 54,527
$ 83,148 $ 60,318 $ 144,754 $ 129,623
Revenue is measured based on a consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties where the Partnership is acting as an agent. The Partnership recognizes revenue when the Partnership satisfies a performance obligation, which typically occurs when the Partnership transfers control over a product to a customer or as the Partnership delivers a service.
The following is a description of the principal activities - separated by reportable segments - from which the Partnership generates revenue.
Terminalling and Storage Segment
Revenue is recognized for storage contracts based on the contracted monthly tank fixed fee. For throughput contracts, revenue is recognized based on the volume moved through the Partnership’s terminals at the contracted rate. For storage and throughput contracts at the Partnership's underground NGL storage facility, revenue is recognized based on the volume stored and moved through the facility at the contracted rate. For the Partnership’s tolling agreement, revenue is recognized based on the contracted monthly reservation fee and throughput volumes moved through the facility. 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.
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.
10
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
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
Revenue from sulfur and fertilizer product sales is recognized when the customer takes title to the product. Delivery of the product is invoiced as the transaction occurs and is generally paid within a month. Revenue from sulfur services is recognized as services are performed during each monthly period. The performance of the service is invoiced as the transaction occurs and is generally paid within a month.
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 picks up 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, but can vary based on the specific terms of the contract. The 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. The Partnership applies the practical expedient in ASC 606-10-50-14(a) and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
2026 2027 2028 2029 2030 Thereafter Total
Terminalling and storage
Throughput and storage $ 22,926 $ 47,042 $ 48,454 $ 49,907 $ 51,404 $ 52,947 $ 272,680
Sulfur services
Product sales 7,118 14,237 14,237 — — — 35,592
Service revenues 5,904 9,854 9,353 6,953 2,655 36,506 71,225
Specialty Products
NGL product sales 575 — — — — — 575
Total $ 36,523 $ 71,133 $ 72,044 $ 56,860 $ 54,059 $ 89,453 $ 380,072
In addition, 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. Future minimum revenues the Partnership expects to receive under these non-cancelable arrangements as of June 30, 2026, are as follows: 2026 - $ 13,544 ; 2027 - $ 14,464 ; 2028 - $ 12,593 ; 2029 - $ 8,972 ; 2030 - $ 8,398 ; subsequent years - $ 253 .
NOTE 4. INVENTORIES
Components of inventories at June 30, 2026 and December 31, 2025, were as follows:
June 30,
2026 December 31,
2025
Natural gas liquids $ 1,223 $ 1,125
Sulfur 7,306 1,300
Fertilizer 20,544 21,666
Lubricants 25,453 20,281
Other 5,833 5,876
$ 60,359 $ 50,248
11
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
NOTE 5. DEBT
At June 30, 2026 and December 31, 2025, long-term debt consisted of the following:
June 30,
2026 December 31,
2025
$ 115,000 3 credit facility at variable interest rate ( 7.48 % 1 weighted average at June 30, 2026), due November 2027 secured by substantially all of the Partnership’s assets, including, without limitation, inventory, accounts receivable, vessels, equipment, fixed assets and the interests in the Partnership’s operating subsidiaries, net of unamortized debt issuance costs of $ 1,256 and $ 1,787 , respectively 2
$ 60,744 $ 37,213
$ 400,000 Senior notes, 11.5 % interest, net of unamortized debt issuance costs of $ 3,196 and $ 4,205 , respectively, including unamortized discount of $ 3,800 and $ 5,000 , respectively, due February 2028, secured 2
393,004 390,795
Total 453,748 428,008
Less: current portion — —
Total long-term debt, net of current portion $ 453,748 $ 428,008
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. The applicable margin for revolving loans that are SOFR loans ranges from 2.75 % to 3.75 %, and the applicable margin for revolving loans that are alternate base rate loans ranges from 1.75 % to 2.75 %. The applicable margin for SOFR borrowings and alternate base rate borrowings at June 30, 2026 is 3.75 % and 2.75 %, respectively. The applicable margin for SOFR borrowings and alternate base rate borrowings effective July 22, 2026, is 3.75 % and 2.75 %, respectively. The credit facility contains various covenants that limit the Partnership’s ability to make distributions; make certain investments and acquisitions; enter into certain agreements; incur indebtedness; sell assets; and make certain amendments to the Partnership's omnibus agreement with Martin Resource Management Corporation (as amended, the "Omnibus Agreement").
2 The Partnership was in compliance with all debt covenants as of June 30, 2026 and December 31, 2025.
3 On March 31, 2026, the Partnership, Martin Operating Partnership L.P. (the “Operating Partnership”), a wholly owned subsidiary of the Partnership, and certain of the Partnership’s other subsidiaries entered into a Third Amendment to Fourth Amended and Restated Credit Agreement (the “Third Amendment”) with Royal Bank of Canada, as administrative agent and collateral agent, and the lenders party thereto, which amends the Fourth Amended and Restated Credit Agreement, dated effective as of February 8, 2023 (as previously amended, the “Credit Agreement”).
The Third Amendment amended the Credit Agreement to, among other things:
• decrease the amount available for the Partnership to borrow under the Credit Agreement on a revolving credit basis from $ 130,000 to $ 115,000 ; and
• adjust the financial covenants as described in more detail below:
◦ require the Partnership to maintain a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of at least 1.65 to 1.00 for the fiscal quarters ending March 31, 2026, June 30, 2026, September 30, 2026 and December 31, 2026 and stepping up to 1.75 to 1.00 for the fiscal quarter ending March 31, 2027 and each fiscal quarter thereafter; and
◦ require the Partnership to maintain a maximum Total Leverage Ratio (as defined in the Credit Agreement) of not more than 5.50 to 1.00 for the fiscal quarters ending March 31, 2026, June 30, 2026, September 30, 2026 and December 31, 2026, stepping down to 5.30 to 1.00 for the fiscal quarter ending March 31, 2027, stepping down to 5.25 to 1.00 for the fiscal quarter ending June 30, 2027, and further stepping down to 5.00 to 1.00 for the fiscal quarter ending September 30, 2027 and each fiscal quarter thereafter.
The Partnership is in compliance with all debt covenants as of June 30, 2026, and expects to be in compliance for the next twelve months.
12
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
The Partnership paid cash interest in the amount of $ 1,665 and $ 1,683 for the three months ended June 30, 2026 and 2025, respectively. The Partnership paid cash interest in the amount of $ 26,115 and $ 26,408 for the six months ended June 30, 2026 and 2025, respectively. Capitalized interest was $ 143 and $ 45 for the three months ended June 30, 2026 and 2025, respectively. Capitalized interest was $ 235 and $ 45 for the six months ended June 30, 2026 and 2025, respectively.
NOTE 6. LEASES
The Partnership has numerous operating leases primarily for terminal facilities and transportation and other equipment. The leases generally provide that all expenses related to the facilities and equipment are to be paid by the lessee.
Operating lease Right-of-Use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of the Partnership's leases do not provide an implicit rate of return, the Partnership uses its imputed collateralized rate based on the information available at commencement date in determining the present value of lease payments. The estimated rate is based on a risk-free rate plus a risk-adjusted margin.
Our leases have remaining lease terms of 1 year to 11 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 in its lease term if, at commencement, it is reasonably likely that the Par tnership will exercise the extension options.
The components of lease expense for the three and six months ended June 30, 2026 and 2025, were as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Operating lease cost $ 7,103 $ 6,499 $ 14,291 $ 12,634
Finance lease cost:
Amortization of right-of-use assets $ 4 $ 4 8 8
Interest on lease liabilities 1 1 2 2
Short-term lease cost 1,895 1,357 3,449 2,856
Variable lease cost 52 47 78 91
Total lease cost $ 9,055 $ 7,908 $ 17,828 $ 15,591
13
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
Supplemental balance sheet information related to leases at June 30, 2026 and December 31, 2025, was as follows:
June 30,
2026 December 31, 2025
Operating Leases
Operating lease right-of-use assets $ 63,470 $ 69,938
Current portion of operating lease liabilities included in "Other accrued liabilities" $ 23,120 $ 22,043
Operating lease liabilities 40,609 48,353
Total operating lease liabilities $ 63,729 $ 70,396
Finance Leases
Property, plant and equipment, at cost $ 77 $ 77
Accumulated depreciation ( 34 ) ( 26 )
Property, plant and equipment, net $ 43 $ 51
Current installments of finance lease obligations $ 16 $ 15
Finance lease obligations 32 39
Total finance lease obligations $ 48 $ 54
For the six months ended June 30, 2026, the Partnership incurred new operating leases, primarily related to land transportation assets and renewed existing operating leases set to expire, primarily related to leased land and facilities.
The Partnership’s future minimum lease obligations as of June 30, 2026, consist of the following:
Operating Leases
Remainder of 2026 $ 14,052
2027 23,727
2028 16,667
2029 9,835
2030 4,807
Thereafter 3,002
Total 72,090
Less amounts representing interest costs ( 8,361 )
Total lease liability $ 63,729
14
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
NOTE 7. SUPPLEMENTAL BALANCE SHEET INFORMATION
Components of "Other accrued liabilities" were as follows:
June 30,
2026 December 31, 2025
Accrued interest $ 17,538 $ 17,838
Asset retirement obligations 283 283
Property and other taxes payable 2,888 3,968
Accrued payroll 6,937 7,119
Operating lease liabilities 23,120 22,043
Other 139 28
$ 50,905 $ 51,279
The schedule below summarizes the changes in our asset retirement obligations:
June 30, 2026
Asset retirement obligations as of December 31, 2025 $ 5,318
Additions to asset retirement obligations —
Accretion expense 49
Liabilities settled —
Ending asset retirement obligations 5,367
Current portion of asset retirement obligations 1
( 283 )
Long-term portion of asset retirement obligations 2
$ 5,084
1 The current portion of asset retirement obligations is included in "Other accrued liabilities" on the Partnership's Consolidated and Condensed Balance Sheets.
2 The non-current portion of asset retirement obligations is included in "Other long-term obligations" on the Partnership's Consolidated and Condensed Balance Sheets.
15
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
NOTE 8. PARTNERS' CAPITAL (DEFICIT)
As of June 30, 2026, Partners’ capital (deficit) consisted of 39,124,686 common limited partner units, representing a 98 % partnership interest, and a 2 % general partner interest. Martin Resource Management Corporation, through subsidiaries, owned 7,874,446 of the Partnership's common limited partner units representing approximately 20.1 % of the Partnership's outstanding common limited partner units. MMGP, the Partnership's general partner, owns the 2 % general partnership interest.
The partnership agreement of the Partnership (the "Partnership Agreement") contains specific provisions for the allocation of net income and losses to each of the partners for purposes of maintaining their respective partner capital accounts.
Impact on Partners' Capital (Deficit) Related to Transactions Between Entities Under Common Control
Under ASC 805, assets and liabilities transferred between entities under common control are accounted for at the historical cost of those entities' ultimate parent, in a manner similar to a pooling of interests. Any difference in the amount paid by the transferee versus the historical cost of the assets transferred is recorded as an adjustment to equity (contribution or distribution) by the transferee. This is in contrast with a business combination between unrelated parties, where assets and liabilities are recorded at their fair values at the acquisition date, with any excess of amounts paid over the fair value representing goodwill. From time to time, the most recent being in 2019, the Partnership has entered into common control acquisitions from Martin Resource Management Corporation. The consideration transferred totaling $ 552,058 exceeds the historical cost of the net assets received. This excess of the purchase price over the historical cost of the net assets received has resulted in cumulative deemed distributions of $ 289,019 reflected as reductions to Partners' capital.
Distributions of Available Cash
The Partnership distributes all of its available cash (as defined in the Partnership Agreement) within 45 days after the end of each quarter to unitholders of record and to the general partner. Available cash is generally defined as all cash and cash equivalents of the Partnership on hand at the end of each quarter less the amount of cash reserves its general partner determines in its reasonable discretion is necessary or appropriate to: (i) provide for the proper conduct of the Partnership’s business; (ii) comply with applicable law, any debt instruments or other agreements; or (iii) provide funds for distributions to unitholders and the general partner for any one or more of the next four quarters, plus all cash on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter.
Net Income per Unit
The Partnership follows the provisions of the FASB ASC 260-10 related to earnings per share, which addresses the application of the two-class method in determining income per unit for master limited partnerships having multiple classes of securities that may participate in partnership distributions accounted for as equity distributions. Undistributed earnings are allocated to the general partner and limited partners utilizing the contractual terms of the Partnership Agreement. 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 income and losses specified in the Partnership Agreement. 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. Under the if-converted method, the weighted-average number of subordinated units outstanding for the period is added to the weighted-average number of common units outstanding for purposes of computing basic net income per unit and the resulting amount is compared to the diluted net income per unit computed using the two-class method. The following is a reconciliation of net income allocated to the general partner and limited partners for purposes of calculating net income attributable to limited partners per unit:
16
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income (loss) $ 2,647 $ ( 2,407 ) $ ( 4,113 ) $ ( 3,440 )
Less general partner’s interest in net income (loss):
Distributions payable on behalf of general partner interest 4 4 8 8
General partner interest in undistributed income (loss) 49 ( 52 ) ( 90 ) ( 77 )
Less income (loss) allocable to unvested restricted units 12 ( 10 ) ( 14 ) ( 14 )
Limited partners’ interest in net income (loss) $ 2,582 $ ( 2,349 ) $ ( 4,017 ) $ ( 3,357 )
The following are the unit amounts used to compute the basic and diluted earnings per limited partner unit for the periods presented:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Basic weighted average limited partner units outstanding
38,955,432 38,892,347 38,953,569 38,887,692
Dilutive effect of restricted units issued
— — — —
Total weighted average limited partner diluted units outstanding
38,955,432 38,892,347 38,953,569 38,887,692
All outstanding units were included in the computation of diluted earnings per unit and weighted based on the number of days such units were outstanding during the periods presented. For the three months ended June 30, 2026, all common unit equivalents were excluded from the computation of diluted earnings per unit because their effect would have been antidilutive under the treasury stock method, as the sum of the assumed proceeds and unrecognized compensation cost per unit exceeded the average market price of the common units for the period. All common unit equivalents were antidilutive for the six months ended June 30, 2026 and for the three and six months ended June 30, 2025 because the limited partners were allocated a net loss in those periods.
NOTE 9. UNIT BASED AWARDS - LONG-TERM INCENTIVE PLANS
The Partnership recognizes compensation costs related to unit-based awards to both employees and non-employees in its consolidated and condensed financial statements in accordance with certain provisions of ASC 718. Amounts recognized in operating expense and selling, general, and administrative expense in the consolidated and condensed financial statements with respect to these plans are as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Restricted unit Awards
Non-employee directors $ 49 $ 47 $ 94 $ 90
Phantom unit Awards
Employees ( 360 ) 313 505 1,106
Total unit-based compensation expense $ ( 311 ) $ 360 $ 599 $ 1,196
17
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
Long-Term Incentive Plans
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 (the "Board") and the compensation committee of the Board (the "Compensation Committee") approved the Martin Midstream Partners L.P. 2021 Phantom Unit Plan (the “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 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 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. Phantom units and phantom unit appreciation rights granted to participants do not confer upon participants any right to a Unit.
On July 21, 2021, the Compensation Committee approved forms of time-based award agreements for phantom units and phantom unit appreciation rights, both of which awards vest in full on the third anniversary of the grant date. The grant date value of a phantom unit under a phantom unit appreciation right award is equal to the average of the closing price for a Unit during the 20 trading days immediately preceding the grant date of the award.
Generally, vesting of an award is subject to a participant remaining continuously employed with the Partnership through the vesting date. However, if prior to the vesting date (i) a participant is terminated without cause (as defined in the award agreement) or terminates employment after the participant has attained both the age of 65 and ten years of employment (“retirement-eligible”), a prorated portion of the award will vest and be paid in cash no later than the 30 th day following such termination date (subject to a six-month delay in payment for certain retirement-eligible participants) or (ii) there is a change in control of the Partnership (as defined in the Plan), the award will vest in full and be paid in cash no later than the 30 th day following the date of the change of control; provided, that the participant has been in continuous employment through the termination or change in control date, as applicable.
On April 20, 2022, the Board 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, 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. These units settled in July of 2025 for $ 1,123 . 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 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. On July 16, 2025, 1,275,000 phantom units and 420,000 phantom unit appreciation rights were granted to employees of the general partner and its affiliates who perform services for the Partnership. 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.
Phantom unit awards are recorded in operating expense and selling, general and administrative expense based on the fair value of the awards on the balance sheet date. The fair value of these awards is updated at each balance sheet date and
18
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
changes in the fair value of the awards are recorded as increases or decreases to compensation expense within operating expense and selling, general and administrative expense in the Consolidated and Condensed Statements of Operations. All of the Partnership's phantom unit awards outstanding as of June 30, 2026 met the criteria to be treated under liability classification in accordance with ASC 718, given that these awards will settle in cash on the vesting date.
Compensation expense for the phantom awards is based on the fair value of the units as of the balance sheet date as further discussed below, and such costs are recognized ratably over the service period of the awards. 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 "Trade and other accounts payable" and "Other long-term obligations" in the Consolidated and Condensed Balance Sheets. At June 30, 2026, the total liability recognized in connection with outstanding phantom unit awards was $ 5,079 , of which $ 2,570 is recorded in Trade and other accounts payable and $ 2,509 is recorded in Other long-term obligations on the Consolidated and Condensed Balance Sheets. At December 31, 2025, the total liability recognized in connection with outstanding phantom unit awards was $ 4,574 , of which $ 2,905 is recorded in Trade and other accounts payable and $ 1,669 is recorded in Other long-term obligations on the Consolidated and Condensed Balance Sheets. As of June 30, 2026, there was a total of $ 3,291 of unrecognized compensation costs related to phantom unit awards. These costs are expected to be recognized over a remaining life of 1.66 years.
The fair value of the phantom unit awards was estimated using a Monte Carlo valuation model as of the balance sheet date. The Monte Carlo valuation model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility was calculated based on the historical volatility of the Partnership’s common units as well as those of a set of its peer companies.
Restricted Unit Plan
On May 26, 2017, the unitholders of the Partnership approved the Martin Midstream Partners L.P. 2017 Restricted Unit Plan (the "2017 LTIP"). The 2017 LTIP currently permits the grant of awards covering an aggregate of 3,000,000 common units, all of which can be awarded in the form of restricted units. The 2017 LTIP is administered by the Compensation Committee.
A restricted unit is a unit that is granted to grantees with certain vesting restrictions, which may be time-based and/or performance-based. Once these restrictions lapse, the grantee is entitled to full ownership of the unit without restrictions. The Compensation Committee may determine to make grants under the 2017 LTIP containing such terms as the Compensation Committee shall determine under the 2017 LTIP. With respect to time-based restricted units ("TBRUs"), the Compensation Committee will determine the time period over which restricted units granted to employees and directors will vest. The Compensation Committee may also award a percentage of restricted units with vesting requirements based upon the achievement of specified pre-established performance targets ("Performance Based Restricted Units" or "PBRUs"). The performance targets may include, but are not limited to, the following: revenue and income measures, cash flow measures, net income before interest expense and income tax expense, net income before interest expense, income tax expense, and depreciation and amortization ("EBITDA"), distribution coverage metrics, expense measures, liquidity measures, market measures, corporate sustainability metrics, and other measures related to acquisitions, dispositions, operational objectives and succession planning objectives. PBRUs are earned only upon our achievement of an objective performance measure for the performance period. PBRUs which vest are payable in common units. 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. Restricted units issued to employees generally vest in equal annual installments over three years of service. All of the Partnership's outstanding restricted unit awards at June 30, 2026, met the criteria to be treated under equity classification.
On February 17, 2026, the Partnership issued 23,200 TBRUs to each of the Partnership's three independent directors under the 2017 LTIP. These restricted common units vest in equal installments of 5,800 units on January 24, 2027, 2028, 2029, and 2030.
19
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
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. A summary of the restricted unit activity for the six months ended June 30, 2026, is provided below:
Number of Units Weighted Average Grant-Date Fair Value Per Unit
Non-vested, beginning of period 162,738 $ 2.93
Granted (TBRU) 69,600 $ 2.90
Vested ( 63,084 ) $ 2.98
Forfeited — $ —
Non-vested, end of period 169,254 $ 2.90
Aggregate intrinsic value, end of period $ 391
A summary of the restricted units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested (market value at date of grant) during the three and six months ended June 30, 2026 and 2025, is provided below:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Aggregate intrinsic value of units vested $ — $ — $ 184 $ 55
Fair value of units vested — — 188 165
As of June 30, 2026, there was $ 409 of unrecognized compensation cost related to non-vested restricted units. That cost is expected to be recognized over a weighted-average period of 2.70 years.
NOTE 10. RELATED PARTY TRANSACTIONS
As of June 30, 2026, Martin Resource Management Corporation owns 7,874,446 of the Partnership’s common units representing approximately 20.1 % of the Partnership’s outstanding limited partner units. Martin Resource Management Corporation controls the Partnership's general partner by virtue of its 100 % voting interest in MMGP Holdings, LLC ("Holdings"), the sole member of the Partnership's general partner. The Partnership’s general partner, MMGP, owns a 2 % general partner interest in the Partnership. The Partnership’s general partner’s ability, as general partner, to manage and operate the Partnership, and Martin Resource Management Corporation’s ownership as of June 30, 2026, of approximately 20.1 % of the Partnership’s outstanding limited partnership units, effectively gives Martin Resource Management Corporation the ability to veto some of the Partnership’s actions and to control the Partnership’s management.
The following is a description of the Partnership’s material related party agreements and transactions:
Omnibus Agreement
Omnibus Agreement . The Partnership and its general partner are parties to the Omnibus Agreement dated November 1, 2002, with Martin Resource Management Corporation that governs, among other things, potential competition and indemnification obligations among the parties to the agreement, related party transactions, the provision of general administration and support services by Martin Resource Management Corporation and the Partnership’s use of certain Martin Resource Management Corporation trade names and trademarks. The Omnibus Agreement was amended on (i) November 25, 2009, to include processing crude oil into finished products including naphthenic lubricants, distillates, asphalt and other intermediate cuts, (ii) October 1, 2012, to permit the Partnership to provide certain lubricant packaging products and services to Martin Resource Management Corporation and (iii) October 17, 2023 to include lubricants and packaging in the Partnership’s definition of business.
20
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
Non-Competition Provisions . Martin Resource Management Corporation has agreed for so long as it controls the general partner of the Partnership, not to engage in the business of:
• providing terminalling and storage services for petroleum products and by-products including the refining, blending and packaging of finished lubricants;
• providing land and marine transportation of petroleum products, by-products, and chemicals; and
• manufacturing and selling sulfur-based fertilizer products and other sulfur-related products.
This restriction does not apply to:
• the ownership and/or operation on the Partnership’s behalf of any asset or group of assets owned by it or its affiliates;
• any business operated by Martin Resource Management Corporation, including the following:
◦ distributing asphalt, marine fuel and other liquids;
◦ providing shore-based marine services in Texas, Louisiana, Mississippi and Alabama;
◦ operating a crude oil gathering business in Stephens, Arkansas;
◦ providing crude oil gathering and marketing services of base oils, asphalt and distillate products in Smackover, Arkansas;
◦ providing crude oil marketing and transportation from the well head to the end market;
• operating an environmental consulting company;
• operating a butane optimization business;
• supplying employees and services for the operation of the Partnership's business; and
• operating, solely for our account, the asphalt facilities owned by the Partnership in each of Hondo, South Houston and Port Neches, Texas and Omaha, Nebraska.
• any business that Martin Resource Management Corporation acquires or constructs that has a fair market value of less than $ 5,000 ;
• any business that Martin Resource Management Corporation acquires or constructs that has a fair market value of $ 5,000 or more if the Partnership has been offered the opportunity to purchase the business for fair market value and the Partnership declines to do so with the concurrence of the conflicts committee of the Board (the "Conflicts Committee"); and
• any business that Martin Resource Management Corporation acquires or constructs where a portion of such business includes a restricted business and the fair market value of the restricted business is $ 5,000 or more and represents less than 20 % of the aggregate value of the entire business to be acquired or constructed; provided that, following completion of the acquisition or construction, the Partnership will be provided the opportunity to purchase the restricted business.
Services. Under the Omnibus Agreement, Martin Resource Management Corporation provides the Partnership with corporate staff, support services, and administrative services necessary to operate the Partnership’s business. The Omnibus Agreement requires the Partnership to reimburse Martin Resource Management Corporation for all direct expenses it incurs or
21
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
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. 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, 2026, through December 31, 2026, the Conflicts Committee approved an annual reimbursement amount for indirect expenses of $ 12,953 . The Partnership reimbursed Martin Resource Management Corporation for $ 3,238 and $ 3,384 of indirect expenses for the three months ended June 30, 2026 and 2025, respectively. The Partnership reimbursed Martin Resource Management Corporation for $ 6,477 and $ 6,768 of indirect expenses for the six months ended June 30, 2026 and 2025, respectively. The Conflicts Committee 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. The provisions of the Omnibus Agreement regarding Martin Resource Management Corporation’s services will terminate if Martin Resource Management Corporation ceases to control the general partner of the Partnership.
Related-Party Transactions . The Omnibus Agreement prohibits the Partnership from entering into any material agreement with Martin Resource Management Corporation without the prior approval of the Conflicts Committee. For purposes of the Omnibus Agreement, the term "material agreements" means any agreement between the Partnership and Martin Resource Management Corporation that requires aggregate annual payments in excess of the then-applicable agreed upon reimbursable amount of indirect general and administrative expenses. Please read "Services" above.
License Provisions. Under the Omnibus Agreement, Martin Resource Management Corporation has granted the Partnership a nontransferable, nonexclusive, royalty-free right and license to use certain of its trade names and marks, as well as the trade names and marks used by some of its affiliates.
Amendment and Termination. The Omnibus Agreement may be amended by written agreement of the parties; provided, however, that it may not be amended without the approval of the Conflicts Committee if such amendment would adversely affect the unitholders. The Omnibus Agreement was amended on (i) November 25, 2009, to permit the Partnership to provide refining services to Martin Resource Management Corporation, (ii) October 1, 2012, to permit the Partnership to provide certain lubricant packaging products and services to Martin Resource Management Corporation and (iii) October 17, 2023 to include lubricants and packaging in the Partnership’s definition of business. Such amendments were approved by the Conflicts Committee. 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
Master Transportation Services Agreement. Martin Transport, Inc. ("MTI"), a wholly owned subsidiary of the Partnership, is a party to a master transportation services agreement effective January 1, 2019, with certain wholly owned subsidiaries of Martin Resource Management Corporation. Under the agreement, MTI agreed to transport Martin Resource Management Corporation's petroleum products and by-products.
Term and Pricing. The agreement will continue unless either party terminates the agreement by giving at least 30 days' written notice to the other party. The rates under the agreement are subject to any adjustments which are mutually agreed upon or in accordance with a price index. Additionally, shipping charges are also subject to fuel surcharges determined on a weekly basis in accordance with the U.S. Department of Energy’s national diesel price list.
Indemnification. MTI has agreed to indemnify Martin Resource Management Corporation against all claims arising out of the negligence or willful misconduct of MTI and its officers, employees, agents, representatives and subcontractors. Martin
22
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
Resource Management Corporation has agreed to indemnify MTI against all claims arising out of the negligence or willful misconduct of Martin Resource Management Corporation and its officers, employees, agents, representatives and subcontractors. 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.
Marine Agreements
Marine Transportation Agreement. The Partnership is a party to a marine transportation agreement effective January 1, 2006, as amended, under which the Partnership provides marine transportation services to Martin Resource Management Corporation on a spot-contract basis at applicable market rates. Effective each January 1, this agreement automatically renews for consecutive one year periods unless either party terminates the agreement by giving written notice to the other party at least 60 days prior to the expiration of the then applicable term. The fees the Partnership charges Martin Resource Management Corporation are based on applicable market rates.
Marine Fuel. The Partnership is a party to an agreement with Martin Resource Management Corporation dated November 1, 2002, under which Martin Resource Management Corporation provides the Partnership with marine fuel from its locations in the Gulf of Mexico at a fixed rate in excess of the Platt’s U.S. Gulf Coast Index for #2 Fuel Oil. Under this agreement, the Partnership agreed to purchase all of its marine fuel requirements that occur in the areas serviced by Martin Resource Management Corporation.
Terminal Services Agreements
Diesel Fuel Terminal Services Agreement. Effective October 1, 2022, the Partnership entered into a third amended and restated terminalling services agreement under which it provides terminal services to Martin Energy Services LLC (“MES”), a wholly owned subsidiary of Martin Resource Management Corporation, for fuel distribution utilizing marine shore based terminals owned by the Partnership. This agreement amended the existing arrangement between the Partnership and MES by eliminating any minimum throughput volume requirements and increasing the per gallon throughput fee. The primary 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. The Partnership is currently party to several terminal services agreements and from time to time the Partnership may enter into other terminal service agreements for the purpose of providing terminal services to related parties. Individually, each of these agreements is immaterial but when considered in the aggregate they could be deemed material. These agreements are throughput based with a minimum volume commitment. Generally, the fees due under these agreements are adjusted annually based on a price index.
Other Agreements
Cross Tolling Agreement. The Partnership is a party to an amended and restated tolling agreement with Cross Oil Refining and Marketing, Inc. ("Cross") dated October 28, 2014, under which the Partnership processes crude oil into finished products, including naphthenic lubricants, distillates, asphalt and other intermediate cuts for Cross. The tolling agreement expires November 25, 2031. Under this tolling agreement, Cross agreed to process a minimum of 6,500 barrels per day of crude oil at the facility at a fixed price per barrel. Any additional barrels are processed at a modified price per barrel. In addition, Cross agreed to pay a monthly reservation fee and a periodic fuel surcharge fee based on certain parameters specified in the tolling agreement. 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 .
East Texas Mack Leases. MTI leases equipment, including tractors and trailers, from East Texas Mack Sales ("East Texas Mack"). Certain of our directors or officers are owners of East Texas Mack, including entities affiliated with Ruben Martin, who owns approximately 47.2 % of the issued and outstanding stock of East Texas Mack. Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the three months ended June 30, 2026 and 2025, were $ 1,698
23
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
and $ 1,641 , respectively. Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the six months ended June 30, 2026 and 2025, were $ 3,423 and $ 3,331 , respectively.
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 Arcadia, Louisiana, underground storage facility. 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. From time to time the Partnership enters into other miscellaneous agreements with Martin Resource Management Corporation for the provision of other services or the purchase of other goods.
The tables below summarize the related party transactions that are included in the related financial statement captions on the face of the Partnership’s Consolidated and Condensed Statements of Operations. The revenues, costs and expenses reflected in these tables are tabulations of the related party transactions that are recorded in the corresponding captions of the consolidated and condensed financial statements and do not reflect a statement of profits and losses for related party transactions.
The impact of related party revenues from sales of products and services is reflected in the consolidated and condensed financial statements as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues:
Terminalling and storage $ 18,982 $ 18,221 $ 37,738 $ 35,483
Transportation 7,883 7,320 15,926 15,290
Product sales:
Specialty products 42 122 95 503
Sulfur services 775 918 1,705 1,837
817 1,040 1,800 2,340
$ 27,682 $ 26,581 $ 55,464 $ 53,113
The impact of related party cost of products sold is reflected in the consolidated and condensed financial statements as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Cost of products sold:
Specialty products $ 10,137 $ 7,277 $ 18,067 $ 13,287
Sulfur services 3,318 3,187 6,606 6,308
$ 13,455 $ 10,464 $ 24,673 $ 19,595
24
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
The impact of related party operating expenses is reflected in the consolidated and condensed financial statements as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Operating expenses:
Transportation $ 19,887 $ 20,498 $ 40,021 $ 40,989
Sulfur services 1,135 1,383 2,325 2,780
Terminalling and storage 6,264 5,942 12,236 11,619
$ 27,286 $ 27,823 $ 54,582 $ 55,388
The impact of related party selling, general and administrative expenses is reflected in the consolidated and condensed financial statements as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Selling, general and administrative:
Transportation $ 2,177 $ 2,112 $ 4,458 $ 4,208
Specialty products 1,190 1,086 2,573 2,123
Sulfur services 859 1,000 1,826 1,960
Terminalling and storage 152 291 429 594
Indirect, including overhead allocation 3,375 3,646 6,734 7,142
$ 7,753 $ 8,135 $ 16,020 $ 16,027
NOTE 11. BUSINESS SEGMENTS
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. The 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.
25
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
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.
The following tables present selected financial information with respect to the Partnership's operating segments for the three and six months ended June 30, 2026 and 2025.
Terminalling and Storage Transportation Sulfur Services Specialty Products Indirect selling, general and administrative Total
Three Months Ended June 30, 2026
Operating revenues from external customers 23,743 56,639 50,070 83,148 — $ 213,600
Intersegment operating revenues 1,976 4,618 — 44 — 6,638
Total segment revenues 25,719 61,257 50,070 83,192 — 220,238
Reconciliation of revenues:
Elimination of intersegment revenues ( 1,976 ) ( 4,618 ) — ( 44 ) — ( 6,638 )
Total consolidated revenues 23,743 56,639 50,070 83,148 — 213,600
Less: cost of products sold:
Direct product costs — — 28,882 67,647 — 96,529
Manufacturing costs (plant, labor, transportation, and other) — — 8,389 8,464 — 16,853
Segment gross margin 25,719 61,257 12,799 7,081 — 106,856
Less:
Employment related expenses 2
6,654 14,753 2,070 1,409 2,964 27,850
Driver pay — 12,963 — — — 12,963
Pass-through expenses — 7,997 497 — — 8,494
Utilities, materials, and supplies 3,793 590 254 43 — 4,680
Repairs and maintenance 1,094 4,501 42 4 — 5,641
Insurance related expenses 1,642 4,350 191 42 25 6,250
Lease expenses 1,197 5,784 100 15 — 7,096
Other segment expenses 1
1,858 2,304 1,176 213 674 6,225
Depreciation and amortization 5,125 3,062 4,120 745 — 13,052
(Gain) loss on sale or disposition of property, plant and equipment ( 4,450 ) ( 184 ) ( 19 ) — — ( 4,653 )
16,913 56,120 8,431 2,471 3,663 87,598
Operating income (loss) $ 8,806 $ 5,137 $ 4,368 $ 4,610 $ ( 3,663 ) $ 19,258
Segment assets - as of June 30, 2026 $ 161,643 $ 164,321 $ 141,256 $ 80,213 $ — $ 547,433
Capital expenditures and plant turnaround costs $ 4,313 $ 3,876 $ 5,790 $ 185 $ — $ 14,164
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.
26
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
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.
Terminalling and Storage Transportation Sulfur Services Specialty Products Indirect selling, general and administrative Total
Six Months Ended June 30, 2026
Operating revenues from external customers $ 46,180 $ 109,446 $ 100,894 $ 144,754 $ — $ 401,274
Intersegment operating revenues 3,927 8,614 — 65 — 12,606
Total segment revenues 50,107 118,060 100,894 144,819 — 413,880
Reconciliation of revenues:
Elimination of intersegment revenues ( 3,927 ) ( 8,614 ) — ( 65 ) — ( 12,606 )
Total consolidated revenues 46,180 109,446 100,894 144,754 — 401,274
Less: cost of products sold:
Direct product costs — — 59,064 118,338 — 177,402
Manufacturing costs (plant, labor, transportation, and other) — — 17,646 12,983 — 30,629
Segment gross margin 50,107 118,060 24,184 13,498 — 205,849
Less:
Employment related expenses 2
13,641 30,013 4,300 3,205 5,759 56,918
Driver pay — 24,689 — — — 24,689
Pass-through expenses — 14,140 1,115 — — 15,255
Utilities, materials, and supplies 7,896 1,139 558 76 — 9,669
Repairs and maintenance 2,200 9,191 140 9 — 11,540
Insurance related expenses 3,301 8,937 495 88 32 12,853
Lease expenses 2,337 11,631 196 37 — 14,201
Other segment expenses 1
4,103 4,347 2,263 446 1,351 12,510
Depreciation and amortization 10,079 6,100 8,247 1,497 — 25,923
(Gain) loss on sale or disposition of property, plant and equipment ( 4,459 ) ( 501 ) ( 25 ) ( 1 ) — ( 4,986 )
39,098 109,686 17,289 5,357 7,142 178,572
Operating income (loss) $ 11,009 $ 8,374 $ 6,895 $ 8,141 $ ( 7,142 ) $ 27,277
Segment assets - as of June 30, 2026 $ 161,643 $ 164,321 $ 141,256 $ 80,213 $ — $ 547,433
Capital expenditures and plant turnaround costs $ 14,529 $ 5,594 $ 7,663 $ 369 $ — $ 28,155
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.
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
27
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
sold.
Terminalling and Storage Transportation Sulfur Services Specialty Products Indirect selling, general and administrative Total
Three Months Ended June 30, 2025
Operating revenues from external customers $ 22,404 $ 53,826 $ 44,128 $ 60,318 $ — $ 180,676
Intersegment operating revenues 1,824 3,875 — 23 — 5,722
Total segment revenues 24,228 57,701 44,128 60,341 — 186,398
Reconciliation of revenues:
Elimination of intersegment revenues ( 1,824 ) ( 3,875 ) — ( 23 ) — ( 5,722 )
Total consolidated revenues 22,404 53,826 44,128 60,318 — 180,676
Less: cost of products sold:
Direct product costs — — 22,604 50,218 — 72,822
Manufacturing costs (plant, labor, transportation, and other) — — 6,707 3,948 — 10,655
Segment gross margin 24,228 57,701 14,817 6,175 — 102,921
Less:
Employment related expenses 2
6,584 15,183 2,221 1,431 3,165 28,584
Driver pay — 11,504 — — — 11,504
Pass-through expenses — 5,884 777 — — 6,661
Utilities, materials, and supplies 3,587 587 236 31 — 4,441
Repairs and maintenance 905 4,481 215 9 — 5,610
Insurance related expenses 1,560 4,296 179 44 3 6,082
Lease expenses 1,075 4,920 110 31 — 6,136
Other segment expenses 1
2,114 2,313 1,555 244 769 6,995
Depreciation and amortization 5,411 2,916 3,556 755 — 12,638
(Gain) loss on sale or disposition of property, plant and equipment ( 8 ) ( 600 ) ( 1 ) ( 4 ) — ( 613 )
21,228 51,484 8,848 2,541 3,937 88,038
Operating income (loss) $ 3,000 $ 6,217 $ 5,969 $ 3,634 $ ( 3,937 ) $ 14,883
Segment assets - as of June 30, 2025 $ 159,001 $ 162,974 $ 128,266 $ 65,391 $ — $ 515,632
Capital expenditures and plant turnaround costs $ 1,925 $ 2,077 $ 1,587 $ 426 $ — $ 6,015
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.
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.
28
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
Terminalling and Storage Transportation Sulfur Services Specialty Products Indirect selling, general and administrative Total
Six Months Ended June 30, 2025
Operating revenues from external customers $ 43,953 $ 106,811 $ 92,832 $ 129,623 $ — $ 373,219
Intersegment operating revenues 3,689 8,365 — 46 — 12,100
Total segment revenues 47,642 115,176 92,832 129,669 — 385,319
Reconciliation of revenues:
Elimination of intersegment revenues ( 3,689 ) ( 8,365 ) — ( 46 ) — ( 12,100 )
Total consolidated revenues 43,953 106,811 92,832 129,623 — 373,219
—
Less: cost of products sold:
Direct product costs — — 49,424 107,845 — 157,269
Manufacturing costs (plant, labor, transportation, and other) — — 11,889 9,366 — 21,255
Segment gross margin 47,642 115,176 31,519 12,458 — 206,795
Less:
Employment related expenses 2
13,137 30,436 4,384 2,884 6,259 57,100
Driver pay — 23,585 — — — 23,585
Pass-through expenses — 11,982 1,641 — — 13,623
Utilities, materials, and supplies 7,220 1,196 491 58 — 8,965
Repairs and maintenance 2,305 8,976 424 10 — 11,715
Insurance related expenses 3,031 8,246 339 77 92 11,785
Lease expenses 2,231 9,555 235 53 — 12,074
Other segment expenses 1
3,637 4,707 3,208 488 2,261 14,301
Depreciation and amortization 10,980 5,848 7,113 1,513 — 25,454
(Gain) loss on sale or disposition of property, plant and equipment ( 9 ) ( 1,078 ) ( 1 ) ( 4 ) — ( 1,092 )
42,532 103,453 17,834 5,079 8,612 177,510
Operating income (loss) $ 5,110 $ 11,723 $ 13,685 $ 7,379 $ ( 8,612 ) $ 29,285
Segment assets - as of June 30, 2025 $ 159,001 $ 162,974 $ 128,266 $ 65,391 $ — $ 515,632
Capital expenditures and plant turnaround costs $ 2,847 $ 4,899 $ 3,328 $ 549 $ — $ 11,623
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.
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.
29
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
NOTE 12. COMMITMENTS AND CONTINGENCIES
Contingencies
From time to time, the Partnership is subject to various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Partnership.
On December 31, 2015, the Partnership received a demand from a customer in its lubricants packaging business for defense and indemnity in connection with various lawsuits filed against it, which generally alleged that the customer engaged in unlawful and deceptive business practices in connection with its marketing and advertising of its private label motor oil (the “Marketing Lawsuits”). The Partnership disputed and continues to dispute that it has any obligation to defend or indemnify the customer for the customer’s conduct. Accordingly, on January 7, 2016, the Partnership filed a Complaint for Declaratory Judgment in the Chancery Court of Davidson County, Tennessee (the “Tennessee Court”), under Case No. 16-0018-BC, requesting a judicial determination that the Partnership did not owe the customer the demanded defense and indemnity obligations (the “Litigation”). The Marketing Lawsuits pending in federal court against the customer were transferred to the U.S. District Court for the Western District of Missouri under the consolidated case MDL No. 2709 for pretrial proceedings (the “Consolidated Lawsuits”). On March 1, 2017, at the joint request of the customer and the Partnership, the Tennessee Court administratively closed the Litigation. In 2021, the customer settled the Consolidated Lawsuits. On December 17, 2021, at the request of the customer, the Tennessee Court reopened the Litigation and the customer asserted various counterclaims against the Partnership seeking, among other things, to recover its costs of defending and settling the Consolidated Lawsuits. At this time, we are unable to determine what ultimate exposure we may have in this matter, if any. The Partnership intends to vigorously defend the counterclaims asserted by the customer in the Litigation. The trial for the Litigation is scheduled to be held August 2 through August 6, 2027.
NOTE 13. FAIR VALUE MEASUREMENTS
The Partnership uses a valuation framework based upon inputs that market participants use in pricing certain assets and liabilities. These inputs are classified into two categories: observable inputs and unobservable inputs. Observable inputs represent market data obtained from independent sources. Unobservable inputs represent the Partnership's own market assumptions. Unobservable inputs are used only if observable inputs are unavailable or not reasonably available without undue cost and effort. The two types of inputs are further prioritized into the following hierarchy:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that reflect the entity's own assumptions and are not corroborated by market data.
The Partnership is required to disclose estimated fair values for its financial instruments. Fair value estimates are set forth below for these financial instruments. The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
• Accounts and other receivables, trade and other accounts payable, accrued interest payable, other accrued liabilities, income taxes payable and due from/to affiliates: The carrying amounts approximate fair value due to the short maturity and highly liquid nature of these instruments, and as such these have been excluded from the table below. There is negligible credit risk associated with these instruments.
• Current and non-current portion of long-term debt: 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 2028 Notes is considered Level 2, as the fair value is based upon quoted prices for identical liabilities in markets that are not active.
June 30, 2026 December 31, 2025
Carrying
Value Fair
Value Carrying
Value Fair
Value
2028 Notes $ 393,004 $ 403,525 $ 390,795 $ 415,726
Total $ 393,004 $ 403,525 $ 390,795 $ 415,726
30
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
NOTE 14. 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 contributions 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 and Condensed 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 June 30, Three Months Ended June 30,
Total Assets Long-Term Debt Members' Equity/Partners' Capital Revenues Net Income (Loss)
2026
DSM Semichem LLC $ 118,928 $ 22,190 $ 51,990 $ — $( 2,597 )
As of December 31, Three Months Ended June 30,
Total Assets Long-Term Debt Members' Equity/Partners' Capital Revenues Net Income (Loss)
2025
DSM Semichem LLC $ 113,007 $ 25,521 $ 57,598 $ — $( 5,909 )
As of June 30, Six Months Ended June 30,
Total Assets Long-Term Debt Members' Equity/Partners' Capital Revenues Net Income (Loss)
2026
DSM Semichem LLC $ 118,928 $ 22,190 $ 51,990 $ — $( 5,657 )
31
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
As of December 31, Six Months Ended June 30,
Total Assets Long-Term Debt Members' Equity/Partners' Capital Revenues Net Income (Loss)
2025
DSM Semichem LLC $ 113,007 $ 25,521 $ 57,598 $ — $( 7,999 )
NOTE 15. CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The Partnership's operations are conducted by its operating subsidiaries as it has no independent assets or operations. The Operating Partnership, the Partnership’s wholly-owned subsidiary, and the Partnership's other operating subsidiaries have issued in the past, and may issue in the future, unconditional guarantees of senior or subordinated debt securities of the Partnership. 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 Senior Notes and any subsidiaries other than the subsidiary guarantors are minor.
NOTE 16. INCOME TAXES
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Provision for income taxes $ 1,875 $ 2,084 $ 2,393 $ 3,201
The operations of a partnership are generally not subject to income taxes, except for Texas margin tax, because its income is taxed directly to its partners. Current state income taxes attributable to the Texas margin tax relating to the operation of the Partnership of $ 242 and $ 270 were recorded in income tax expense for the three months ended June 30, 2026 and 2025, respectively. Current state income taxes attributable to the Texas margin tax relating to the operation of the Partnership of $ 282 and $ 687 were recorded in income tax expense for the six months ended June 30, 2026 and 2025, respectively. Deferred taxes applicable to the Texas margin tax relating to the operation of the Partnership are immaterial.
MTI, a wholly owned subsidiary of the Partnership, is subject to income taxes due to its corporate structure (the "Taxable Subsidiary"). Total income tax expense of $ 1,633 and $ 1,814 , related to the operation of the Taxable Subsidiary, for the three months ended June 30, 2026 and 2025, resulted in an effective income tax rate ("ETR") of 67.04 % and 64.50 %, respectively. Total income tax expense of $ 2,111 and $ 2,514 , related to the operation of the Taxable Subsidiary, for the six months ended June 30, 2026 and 2025, resulted in an effective income tax rate of 56.44 % and 50.84 %, respectively.
The increase in the effective tax rate for the three and six months ended June 30, 2026, compared to the U.S. federal statutory rate of 21%, is primarily due to state income taxes, net of the federal benefit, and nondeductible insurance premiums. The relatively low pre-tax income causes the permanent differences and state taxes to have a proportionately larger effect on the effective tax rate.
A current federal income tax expense of $ 984 and $ 1,514 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended June 30, 2026 and 2025, respectively. A current federal income tax expense of $ 1,245 and $ 2,235 , related to the operation of the Taxable Subsidiary, was recorded for the six months ended June 30, 2026 and 2025, respectively. A current state income tax expense of $ 253 and $ 240 , related to the operation of the Taxable Subsidiary, was recorded for the three months ended June 30, 2026 and 2025, respectively. A current state income tax expense of $ 328 and $ 433 , related to the operation of the Taxable Subsidiary, was recorded for the six months ended June 30, 2026 and 2025, respectively.
With respect to MTI, income taxes are accounted for under the asset and liability method pursuant to the provisions of ASC 740 related to income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable
32
MARTIN MIDSTREAM PARTNERS L.P.
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except where otherwise indicated)
June 30, 2026
(Unaudited)
to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
A deferred tax expense related to the MTI temporary differences of $ 396 and $ 60 was recorded for the three months ended June 30, 2026 and 2025, respectively. A deferred tax expense (benefit) related to the MTI temporary differences of $ 538 and $( 154 ) was recorded for the six months ended June 30, 2026 and 2025, respectively. A net deferred tax asset of $ 8,488 and $ 9,026 , related to the cumulative book and tax temporary differences, existed at June 30, 2026 and December 31, 2025, respectively.
All income tax positions taken for all open years are more likely than not to be sustained based upon their technical merit under applicable tax laws.
NOTE 17. SUBSEQUENT EVENTS
Quarterly Distribution. On July 22, 2026, the Partnership declared a quarterly cash distribution of $ 0.005 per common unit for the second quarter of 2026, or $ 0.020 per common unit on an annualized basis, which will be paid on August 14, 2026 to unitholders of record as of August 7, 2026.
33
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.