Martin Midstream Partners (MMLP) risk factors, FY2025 10-K

Other

1. 01Restrictions in our debt instruments could prevent us from making distributions to our unitholders or limit our ability to pursue opportunities that would increase our distributions to unitholders
2. 02Demand for a portion of our terminalling and storage services is substantially dependent on the level of offshore oil and gas exploration, development and production activity
3. 03We have a significant amount of indebtedness. Debt we owe or incur in the future could limit our flexibility to obtain financing, to pursue other business opportunities, and to pay distributions to our unitholders
4. 04We have significant capital needs, and our ability to access the capital and credit markets to raise capital on favorable terms is limited by our debt level, industry conditions, and financial covenants in our debt instruments
5. 05Fluctuations in interest rates could materially affect our financial results
6. 06We are exposed to counterparty risk in our credit facility and we may not be able to access funds under our credit facility if there is a default
7. 07Our future acquisitions may not be successful, may substantially increase our indebtedness and contingent liabilities and may create integration difficulties
8. 08Our and our customers’ operations are subject to a series of risks arising out of the threat of climate change that could result in increased operating costs and reduced demand for our services34% rewritten
9. 09Subsidence and coastal erosion could damage our facilities along the U.S. Gulf Coast and offshore and the facilities of our customers, which could adversely affect our operations and financial condition
10. 10Adverse weather conditions, including droughts, hurricanes, tropical storms, ice storms, extreme cold weather and other severe weather, exacerbated by climate change, could reduce our results of operations and ability to make distributions to our unitholders
11. 11If we incur material liabilities that are not fully covered by insurance, such as liabilities resulting from accidents on rivers or at sea, spills, fires or explosions, our results of operations and ability to make distributions to our unitholders could be adversely affected
12. 12The price volatility of petroleum products and by-products could reduce our liquidity and results of operations and ability to make distributions to our unitholders
13. 13We could incur losses due to impairment in the carrying value of our long-lived assets
14. 14Increasing energy prices could adversely affect our results of operations
15. 15Decreasing energy prices could adversely affect our results of operations
16. 16Our sulfur-based fertilizer products are subject to seasonal demand and could cause our revenues to vary
17. 17The highly competitive nature of our industry could adversely affect our results of operations and ability to make distributions to our unitholders
18. 18Our business is subject to compliance with environmental laws and regulations that could expose us to significant costs and liabilities and adversely affect our results of operations and ability to make distributions to our unitholders40% rewritten
19. 19Increasing scrutiny and changing expectations from stakeholders with respect to our sustainability practices may impose additional costs on us or expose us to new or additional risks23% rewritten
20. 20The loss or insufficient attention of key personnel could negatively impact our results of operations and ability to make distributions to our unitholders
21. 21Our loss of significant commercial relationships with Martin Resource Management Corporation could adversely impact our results of operations and ability to make distributions to our unitholders
22. 22Our business could be adversely affected if operations at our transportation, terminalling and storage and distribution facilities experienced significant interruptions. Our business could also be adversely affected if the operations of our customers and suppliers experienced significant interruptions
23. 23If third-party pipelines and other facilities interconnected to our terminals become partially or fully unavailable to transport natural gas, NGLs and crude oil, our revenues could be adversely affected
24. 24NASDAQ does not require a publicly traded partnership like us to comply with certain of its corporate governance requirements, and therefore, unitholders do not have the same protections afforded to shareholders of corporations subject to all NASDAQ requirements
25. 25Our marine transportation business could be adversely affected if we do not satisfy the requirements of the Jones Act or if the Jones Act were modified or eliminated
26. 26Our marine transportation business could be adversely affected if the U.S. Government purchases or requisitions any of our vessels under the Merchant Marine Act
27. 27Changes in U.S. foreign trade policies, including the imposition of tariffs and other trade barriers, and efforts to withdraw from or materially modify international trade agreements, may materially and adversely affect our business, operations and financial condition21% rewritten
28. 28Changes in transportation regulations may increase our costs and negatively impact our results of operations
29. 29Our interest rate swap activities could have a material adverse effect on our earnings, profitability, liquidity, cash flows and financial condition
30. 30A downgrade of our credit ratings may increase our cost of borrowing and could require us to post collateral with third parties, negatively impacting our available liquidity. Our and our subsidiaries’ ability to access capital markets could also be limited by a downgrade of our credit ratings
31. 31The industry in which we operate is highly competitive and increased competitive pressure could adversely affect our business and operating results
32. 32Information technology systems present potential targets for cyber security attacks or security breaches, whether with us or a third party, which could adversely affect our business and result in the compromise of confidential, sensitive or proprietary information24% rewritten
33. 33Our adoption and use of artificial intelligence (“AI”) technologies present operational, legal, and compliance risks that could increase our costs and expose us to liabilityNew

Risks Relating to an Investment in the Common Units

1. 34Units available for future sales by us or our affiliates could have an adverse impact on the price of our common units or on any trading market that may develop
2. 35The sale of any common or subordinated units could have an adverse impact on the price of the common units or on any trading market that may develop
3. 36Our general partner's discretion in determining the level of our cash reserves may adversely affect our ability to make cash distributions to our unitholders
4. 37Unitholders may not have limited liability if a court finds that we have not complied with applicable statutes or that unitholder action constitutes control of our business
5. 38Our Partnership Agreement contains provisions that reduce the remedies available to unitholders for actions that might otherwise constitute a breach of fiduciary duty by our general partner
6. 39We may issue additional common units without unitholder approval, which would dilute unitholder ownership interests
7. 40We may issue an unlimited number of limited partner interests of any type without the approval of our unitholders. Our Partnership Agreement does not give our unitholders the right to approve our issuance of equity securities ranking junior to the common units at any time
8. 41The control of our general partner may be transferred to a third party and that party could replace our current management team, without unitholder consent
9. 42Our general partner has a limited call right that may require unitholders to sell their common units at an undesirable time or price
10. 43Our common units have a limited trading volume compared to other publicly traded securities
11. 44Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our unit price

Risks Relating to Our Relationship with Martin Resource Management Corporation

1. 45Cash reimbursements due to Martin Resource Management Corporation may be substantial and will reduce our cash available for distribution to our unitholders
2. 46As of December 31, 2025, Martin Resource Management Corporation owned 20.2% of our total outstanding common limited partner units and 100% of the ownership interests in MMGP. MMGP owns a 2% general partnership interest in usNew
3. 47Martin Resource Management Corporation and its affiliates may engage in limited competition with us
4. 48If Martin Resource Management Corporation were ever to file for bankruptcy or otherwise default on its obligations under its credit facility, amounts we owe under our credit facility may become immediately due and payable and our results of operations could be adversely affected

Tax Risks

1. 49The U.S. Internal Revenue Service ("IRS") could treat us as a corporation for tax purposes, which would substantially reduce the cash available for distribution to unitholders
2. 50The anticipated after-tax economic benefit of an investment in us depends largely on our classification as a partnership for federal income tax purposes. We have not requested a ruling from the IRS on this matter
3. 51The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units, may be modified by administrative, legislative or judicial interpretation at any time82% rewritten
4. 52rate of 0.525% of our gross income apportioned to Texas in the prior year. Imposition of any such tax on us by any other state will reduce the cash available for distribution to our unitholdersNew
5. 53A successful IRS contest of the federal income tax positions we take could adversely affect the market for our common units and the costs of any contest will be borne by our unitholders, debt security holders and our general partner
6. 54If the IRS makes audit adjustments to our income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced
7. 55Unitholders may be required to pay taxes on income from us, even if they do not receive any cash distributions from us
8. 56Tax gain or loss on the disposition of our common units could be different than expected
9. 57Unitholders may be subject to limitations on their ability to deduct interest expenses incurred by us
10. 58Tax-exempt entities and non-U.S. persons face unique tax issues from owning common units that may result in adverse tax consequences to them
11. 59We treat a purchaser of our common units as having the same tax benefits without regard to the seller's identity. The IRS may challenge this treatment, which could adversely affect the value of the common units
12. 60Entity level taxes on income from C corporation subsidiaries will reduce cash available for distribution, and an individual unitholder’s share of dividend and interest income from such subsidiaries would constitute portfolio income that could not be offset by the unitholder’s share of our other losses or deductions
13. 61Unitholders may be subject to state and local taxes and return filing requirements as a result of investing in our common units
14. 62There are limits on the deductibility of our losses that may adversely affect our unitholders
15. 63A unitholder whose units are loaned to a "short seller" to cover a short sale of units may be considered as having disposed of those units. If so, he would no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from the disposition