What changed in this filing

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Item 1. Business

2025-02-24 compared with 2024-02-21 · 83 added, 71 removed, 557 unchanged (22% of the section changed)

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Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons, including those discussed below in "Item 1A.

Risk Factors - Risks Related to our Business."

Risk Factors - Risks Relating to our Business."

We are a publicly traded limited partnership with a diverse set of operations focused primarily in the Gulf Coast region of the United States ("U.S.").

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with aggregate storage capacity of 2.6 million barrels.

We own one naphthenic lubricants refinery in Smackover, Arkansas with a capacity of 7,700 barrels per day, 0.3 million barrels of crude bulk storage and 0.6 million barrels of lubricant storage.

Further, we own approximately 2.3 million barrels of underground storage capacity for NGLs.

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We operate a fleet of both land transportation and marine transportation assets that transport petroleum products and by-products, petrochemicals, and chemicals.

Our land transportation assets include approximately 760 trucks and 1,425 tank trailers which are based across 25 terminals strategically located throughout the U.S.

Our land transportation assets include approximately 600 trucks and 1,275 tank trailers which are based across 25 terminals strategically located

throughout the U.S.

Gulf Coast and southeastern U.S.

Our marine transportation assets include 27 inland marine tank barges, 15 inland push boats and one articulated offshore tug and barge unit that primarily operate coastwise

along the Gulf of Mexico and on the U.S.

Our marine transportation assets include 27 inland marine tank barges, 15 inland push boats and one articulated offshore tug and barge unit that primarily operate coastwise along the Gulf of Mexico and on the U.S.

inland waterway system, primarily between domestic ports along the Gulf of Mexico, the Intracoastal Waterway, the Mississippi River system and the Tennessee-Tombigbee Waterway system.

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Significant Recent Developments

Termination of Merger Agreement.

On October 3, 2024, the Partnership, Martin Resource Management Corporation, MMGP, and MRMC Merger Sub LLC, a wholly owned subsidiary of Martin Resource Management Corporation (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub agreed to merge with and into the Partnership, with the Partnership surviving as a wholly owned subsidiary of Parent (the “Merger”).

On December 26, 2024, Martin Resource Management Corporation and the Partnership (with the approval of the conflicts committee (the “Conflicts Committee”) of the board of directors of MMGP (the “Board of Directors”)) entered into a termination agreement (the “Termination Agreement”), pursuant to which the Merger Agreement was terminated.

As a result, the Merger Agreement has no further force and effect.

As a result of the termination of the Merger Agreement, the special meeting of the unitholders of the Partnership, which was to be held on December 30, 2024 for the purpose of voting on the Merger Agreement and the Merger, was cancelled.

Electronic Level Sulfuric Acid Joint Venture.

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We, through our affiliate Martin Transport, Inc.

("MTI"), will also provide land transportation services of the ELSA produced by DSM.

We expect to fund approximately $25.5 million in aggregate capital expenditures in connection with this joint venture and our related services.

("MTI"), will also provide land transportation services for the ELSA produced by DSM.

On April 1, 2024, we contributed $6.5 million to DSM, which represents the cash contribution required pursuant to DSM's limited liability agreement for our 10% non-controlling interest.

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

As of December 31, 2024, we have funded approximately $27.6 million toward ELSA related project costs.

Exit from Butane Optimization Business.

In the second quarter of 2023, we completed the previously announced exit of our butane optimization business at the conclusion of the butane selling season.

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

This logistics business will also utilize our truck transportation assets for fee-based product movements.

As a result of this new business model, we will no longer carry butane inventory going forward, enabling us to reduce commodity risk exposure, cash flow and earnings volatility, and working capital requirements.

Issuance of 2028 Notes to Refinance Existing Secured Notes .

On February 8, 2023, we completed the sale of $400.0 million in aggregate principal amount of our 2028 Notes.

We used the proceeds of the 2028 Notes to complete the tender offers for substantially all of our 2024 Notes and 2025 Notes, redeem all 2024 Notes and 2025 Notes that were not validly tendered, repay a portion of the indebtedness under our credit facility, and pay fees and expenses in connection with the foregoing.

Simultaneously with the issuance of the 2028 Notes, we amended our credit facility to, among other things, reduce the commitments thereunder from $275.0 million to $200.0 million (with further scheduled reductions to $175.0 million on June 30, 2023 and $150.0 million on June 30, 2024) and extend the scheduled maturity date of the credit facility to February 8, 2027.

Subsequent Events

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

Amendment to Credit Facility.

On February 13, 2025, we entered into an amendment (the “credit facility amendment”) to the credit facility (as defined below) to amended the interest coverage ratio and first lien leverage ratios for the fiscal quarters ending March 31, 2025, June 30, 2025 and September 30, 2025.

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

2025 Phantom Unit Plan .

On February 11, 2025, the Board of Directors and the compensation committee of the Board of Directors (the "Compensation Committee") approved the Martin Midstream Partners L.P.

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

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

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

Our Growth Strategy

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Members of our executive management team and the heads of our principal business lines have a significant amount of experience in the industries in which we operate.

Our management team's experience and familiarity with our industry and businesses are important assets that assist us in

implementing our business strategies.

Our management team's experience and familiarity with our industry and businesses are important assets that assist us in implementing our business strategies.

In addition, members of our senior management hold significant limited and general partner interests in us, which we believe aligns incentives with our investors.

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We own asphalt terminals in each of Hondo, South Houston, and Port Neches, Texas and Omaha, Nebraska, each dedicated to a subsidiary of Martin Resource Management Corporation through a terminalling service agreement based on throughput rates.

In Beaumont, Texas, we own a terminal ("Spindletop Terminal") where we receive natural gasoline via pipeline, store the natural gasoline in above ground tanks, and then ship the product to our customers via other pipelines to which the facility is connected.

Our fees for the use of this facility are based on the volume of barrels shipped from the terminal under an arrangement that includes a provision for minimum volume throughput requirements.

In Beaumont, Texas, we own a terminal ("Spindletop Terminal") where we receive natural gasoline via pipeline, store the natural gasoline in our above-ground tank, and then ship the product to our customers via other pipelines to which the

facility is connected.

Our fees for the use of this facility are based on the volume of barrels shipped from the terminal under a take-or-pay arrangement that includes a provision for minimum volume throughput requirements.

The following is a summary description of our shore-based specialty terminals:

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We gather molten sulfur from refiners, primarily located on the U.S.

We transport sulfur by inland and offshore barges, railcars and trucks.

In the U.S., recovered sulfur is mainly kept in liquid form from production to usage at a temperature of approximately 275 degrees Fahrenheit.

Because of the temperature requirement, the sulfur industry uses specialized equipment to store and transport molten sulfur.

Gulf Coast, and transport it by inland and offshore barges, railcars and trucks.

In the U.S., recovered sulfur is mainly kept in liquid form from the point of production to the point of usage at an

elevated temperature of approximately 275 degrees Fahrenheit.

We have the necessary assets and expertise to handle the unique requirements for transportation and storage of molten sulfur.

Terms for our standard purchase and sales contracts typically range from one to two years in length with prices that are usually tied to a published market indicator and fluctuate according to the price movement of the indicator.

We also provide barge transportation and tank storage services to large producers and consumers of sulfur under contracts with remaining terms from one to five years in duration.

Our standard purchase and sale agreements have terms that typically range from one to two years in duration with prices that are usually tied to a published market indicator and fluctuate according to the price movement of the indicator.

We also provide barge transportation and tank storage services to large producers and consumers of sulfur under agreements with remaining terms from one to five years in duration.

We operate a sulfur forming facility in Beaumont, Texas, which is used to convert molten sulfur into solid form (prills/granules).

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We sell to these wholesale distributors.

Our industrial sulfur products are marketed primarily in the Southern U.S., where many paper manufacturers and power plants are located.

Our products are sold in accordance with price lists that vary from state to state.

These price lists are updated periodically to reflect changes in seasonal or competitive prices.

Our industrial sulfur products are marketed throughout the U.S.

via distributors.

The sales price of our industrial sulfur products vary based on the product and geographic region.

We transport our fertilizer and industrial sulfur products to our customers using third-party common carriers.

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We manufacture and market the following sulfur-based fertilizer and related sulfur products:

• Ammonium sulfate products.

We produce various grades of ammonium sulfate including granular, coarse, standard, and 40% ammonium sulfate solution.

These products primarily serve direct application agricultural markets.

We package these custom grade products under both proprietary and private labels and sell them to major retail distributors and other retail customers.

• Ammonium sulfate ("AMS") products.

We produce various grades of AMS including granular, coarse, standard, and 40% ammonium sulfate solution.

These products primarily serve agricultural and industrial markets.

We package these custom grade products under both proprietary and private labels and sell them to major distributors and retail customers.

Our ammonium sulfate plant produces approximately 400 tons per day of quality ammonium sulfate and is marketed to our customers throughout the U.S.

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It is also blended with other nitrogen phosphorus potassium liquids or suspensions as well.

Our market is predominantly the Mid-South U.S.

Our market is predominantly the Mid-South and Southeastern U.S.

and Coastal Bend area of Texas.

• Plant nutrient sulfur products.

We produce plant nutrient and agricultural ground sulfur products at our facilities in Odessa, Texas, Seneca, Illinois and Cactus, Texas.

Our plant nutrient sulfur product is a 90% degradable sulfur product marketed under the Disper-Sul® trade name and sold throughout the U.S.

We produce plant nutrient and agricultural ground sulfur products at our facilities in Odessa and Cactus, Texas, as well as Seneca, Illinois.

Our plant nutrient sulfur product is a 90% and 85% degradable sulfur product marketed under the Disper-Sul® trade name and sold throughout the U.S.

to direct application agricultural markets.

• Industrial sulfur products.

We produce industrial sulfur products such as elemental pastille sulfur, industrial ground sulfur products, and emulsified sulfur.

We produce elemental pastille sulfur at our Odessa, Texas and Seneca, Illinois facilities.

We produce industrial sulfur products such as elemental pastille sulfur, ground sulfur products, AMS, 40% AMS solution, and emulsified sulfur (AS-7).

We produce elemental pastille sulfur at our Odessa and Cactus, Texas and Seneca, Illinois facilities.

Elemental pastille sulfur is used to increase the efficiency of the coal-fired precipitators in the power industry.

These industrial ground sulfur products are also used in a variety of dusting and wettable sulfur applications such as rubber manufacturing, fungicides, sugar and animal feeds.

The industrial ground sulfur products are also used in a variety of dusting and wettable sulfur applications such as rubber manufacturing, fungicides, sugar and animal feeds.

AMS dry products and 40% solutions manufactured in Plainview, Texas, are used in animal feed, water treatment, tanneries, and fire retardants.

We produce emulsified sulfur at our Nash, Texas facility.

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This facility processes molten sulfur to produce a dedicated supply of raw material sulfuric acid to our ammonium sulfate production plant.

The sulfuric acid produced and not consumed by the captive ammonium sulfate production is sold to third parties.

The sulfuric acid produced and not consumed by the captive ammonium sulfate production is sold to third parties or converted into oleum (otherwise known as fuming sulfuric acid) and utilized by DSM to produce ultra-pure electronic level sulfuric acid for the semiconductor manufacturing industry.

We own the following marine assets and use them to transport molten sulfur between U.S.

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1 This terminal contains a warehouse owned by third parties and leased under a lease that expires in December 2025 and can be extended by us for one five-year period.

2 This terminal contains a warehouse owned by third parties and leased under a lease that expires in October 2024 and can be extended by us for one five-year period.

2 This terminal contains a warehouse owned by third parties and leased under a lease that expires in October 2029.

Natural Gas Liquids Operations

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Ethane is almost entirely used as a petrochemical feedstock in the production of ethylene and propylene.

We purchase NGLs primarily from major domestic oil refiners and natural gas processors.

We purchase NGLs, primarily propane and natural gasoline, from and provide NGL storage for major domestic oil refiners and natural gas processors.

We transport NGLs using MTI's land transportation fleet or by contracting with common carriers, owner-operators and railroad tank car transportation companies.

We typically enter into annual contracts with independent retail propane distributors to deliver their estimated annual volume requirements based on prevailing market prices.

Our NGL customers consist of major domestic oil refiners, industrial processors, and retail propane distributors.

We typically enter into annual sales contracts with independent retail propane distributors to deliver their estimated annual volume requirements based on prevailing market prices.

Dependable delivery is very important to these customers and in some cases may be more important than price.

We ensure adequate supply of NGLs through:

• term purchase contracts;

We ensure adequate and timely supply of NGLs through:

• term purchase and exchange contracts;

• storage of NGLs;

• the transportation fleet owned by MTI;

• product management expertise to obtain supplies when needed.

The following is a summary description of our owned NGL facilities:

• expertise in NGL supply and inventory management.

The following is a summary description of our owned NGL facilities, assets held in the Terminalling and Storage segment:

NGL Facility Location Capacity Description

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Spindletop storage facility Beaumont, Texas 91,000 barrels Above ground storage tank and pipeline connections

Our NGL customers consist of industrial processors and retail propane distributors.

The majority of our NGL volumes are sold to refiners and industrial processors.

The level of NGL supply and demand is subject to changes in domestic production, weather, inventory levels and other factors.

While production is not seasonal, residential, refinery, and wholesale demand is highly seasonal.

This imbalance causes increases in inventories during summer months when consumption is low and decreases in inventories during winter months when consumption is high.

This imbalance can cause increases in inventories during summer months when consumption is low and decreases in inventories during winter months when consumption is high.

Abnormally cold weather can put extra upward pressure on propane prices during the winter.

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• operating a crude oil gathering business in Stephens, Arkansas;

• providing crude oil gathering, refining, and marketing services of base oils, asphalt, and distillate products in Smackover, Arkansas;

• providing crude oil marketing and transportation from the wellhead to the end market;

• 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;

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• supplying employees and services for the operation of our business;

• operating, solely for our account, the asphalt facilities owned by us in Hondo, South Houston and Port Neches, Texas, and Omaha, Nebraska.

• operating, solely for our account, the asphalt facilities in Hondo, South Houston and Port Neches, Texas, and Omaha, Nebraska.

We are and will continue to be closely affiliated with Martin Resource Management Corporation as a result of the following relationships.

Martin Resource Management Corporation owns approximately 15.7% of the outstanding limited partnership units.

In addition, following its acquisition of the remaining 49% voting interest (50% economic interest) in Holdings, which is the sole member of MMGP, Martin Resource Management Corporation indirectly owns 100% of MMGP, our general partner.

As of December 31, 2024, Martin Resource Management Corporation owned approximately 15.7% of the outstanding limited partnership units.

In addition, Martin Resource Management Corporation indirectly owns, through its wholly owned subsidiary, Martin Resource LLC, 100% of Holdings, which is the sole member of MMGP.

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

MMGP owns a 2% general partner interest in us.

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

For the years ended December 31, 2023 and 2022, the board of directors of our general partner approved reimbursement amounts of $14.0 million and $13.5 million, respectively, reflecting our allocable share of such expenses.

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

These indirect expenses covered the centralized corporate functions Martin Resource Management Corporation provides for us, such as accounting, treasury, clerical, engineering, legal, billing, information technology, administration of insurance, environmental and safety compliance, general office expenses and employee benefit plans and other general corporate overhead functions we share with Martin Resource Management Corporation’s retained businesses.

For the years ended December 31, 2024 and 2023, the Board of Directors approved reimbursement amounts of $13.5 million and $14.0 million, respectively, reflecting our allocable share of such expenses.

The Conflicts Committee will review and approve future

adjustments in the reimbursement amount for indirect expenses, if any, annually.

These indirect expenses covered the centralized corporate functions Martin Resource Management Corporation provides for us, su ch as accounting, treasury, clerical, engineering, legal, billing, information technology, administration of insurance, environmental and safety compliance, general office expenses and employee benefit plans and other general corporate overhead functions we share with Martin R esource Management Corporation’s retained businesses.

The Omnibus Agreement also contains significant non-compete provisions and indemnity obligations.

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Other agreements include, but are not limited to, a master transportation services agreement, marine transportation agreements, terminal services agreements, and a tolling agreement.

Pursuant to the terms of the Omnibus Agreement, we are prohibited from entering into certain material agreements with Martin Resource Management Corporation without the approval of the conflicts committee of our general partner ("Conflicts Committee").

For a more comprehensive discussion concerning the Omnibus Agreement and the other agreements that we have entered into with Martin Resource Management Corporation, please see "Item 13.

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We have been and anticipate that we will continue to be both a significant customer and supplier of products and services offered by Martin Resource Management Corporation.

In the aggregate, our purchases from Martin Resource Management Corporation accounted for approximately 23% and 17% of our total costs and expenses during for the years ended December 31, 2023 and 2022, respectively.

In the aggregate, our purchases from Martin Resource Management Corporation accounted for approximately 27% and 23% of our total costs and expenses for each of the years ended December 31, 2024 and 2023, respectively.

Correspondingly, Martin Resource Management Corporation is one of our significant customers.

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Approval and Review of Related Party Transactions

If we contemplate entering into a transaction, other than a routine or in the ordinary course of business transaction or as permitted under the Omnibus Agreement, in which a related person will have a direct or indirect material interest, the proposed transaction is submitted for consideration to the board of directors of our general partner or to our management, as appropriate.

If we contemplate entering into a transaction, other than a routine or in the ordinary course of business transaction or as permitted under the Omnibus Agreement, in which a related person will have a direct or indirect material interest, the proposed transaction is submitted for consideration to the Board of Directors or to our management, as appropriate.

If the Board of Directors is involved in the approval process, it determines whether to refer the matter to the Conflicts Committee, as provided under our limited partnership agreement (the "Partnership Agreement").

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Many environmental laws and regulations can impose joint and several, strict liability, and any failure to comply with environmental laws and regulations may result in the assessment of administrative, civil, and criminal penalties, the imposition of investigatory and remedial obligations, and, in some circumstances, the issuance of injunctions that can limit or prohibit our operations.

The continuing trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment, and, thus, any changes in environmental laws and regulations that result in more stringent and costly pollutant control or waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position.

The trend in environmental regulation in previous years has been to place more restrictions and limitations on activities that may affect the environment, and, thus, any changes in environmental laws and regulations that result in more stringent and costly pollutant control or waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position.

Moreover, there is inherent risk of incurring significant environmental costs and liabilities in the performance of our operations due to our handling of petroleum products and by-products, chemical substances, and wastes as well as the accidental release or spill of such materials into the environment.

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We currently own or lease, and have in the past owned or leased, properties that have been used for the manufacturing, processing, transportation and storage of petroleum products and by-products.

Solid waste disposal practices within oil and gas

related industries have improved over the years with the passage and implementation of various environmental laws and regulations.

Solid waste disposal practices within oil and gas related industries have improved over the years with the passage and implementation of various environmental laws and regulations.

Nevertheless, a possibility exists that petroleum and other solid wastes may have been disposed of on or under various properties owned or leased by us during the operating history of those facilities.

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The EPA regulates GHG emissions under existing provisions of the federal CAA.

Further, under the Paris Agreement, the U.S.

has committed to a 50 to 52 percent reduction from 2005 levels of GHG emissions by 2030 and set the goal of reaching net-zero GHG emissions by 2050.

Under the Paris Agreement, the U.S.

committed to a 50 to 52 percent reduction from 2005 levels of GHG emissions by 2030 and set the goal of reaching net-zero GHG emissions by 2050.

The 2023 United Nations Climate Change Conference in Dubai issued its first global stocktake agreement, which calls on parties, including the United States, to contribute to the transitioning away from fossil fuels, reduce methane emissions, and increase renewable energy capacity, among other things, to achieve net zero emissions by 2050.

In addition, President Biden has issued a series of executive orders designed to address climate change, and new legislation to regulate GHG emissions has been periodically introduced into the U.S.

Congress, but none have passed.

The Paris Agreement, the Dubai stocktake agreement, new legislation, and President Biden’s executive orders may result in the development of additional regulations or changes to existing regulations, which could have a material adverse effect on our business and that of our customers.

Several states and local governments have also stated their commitment to the principles of the Paris Agreement in their effectuation of policy and regulations.

The United States Environmental Protection Agency announced strict new methane emission regulations for certain oil and gas facilities in December 2023 and the Inflation Reduction Act of 2022 (“IRA”) established a charge on methane emissions above certain limits from the same facilities.

Several states and local governments have stated their commitment to the principles of the Paris Agreement in their effectuation of policy and regulations.

On January 20, 2025, however, President Trump signed an executive order to withdraw the United States from the Paris Agreement, marking a significant shift in federal climate policy.

Pursuant to the terms of the Paris Agreement, the withdrawal will take effect on January 27, 2026.

State and local GHG initiatives may continue despite the U.S.

withdrawal from the Paris Agreement.

The United States Environmental Protection Agency published strict new methane emission regulations for certain oil and gas facilities in March 2024 and the tax legislation enacted in 2022 established a charge on methane emissions above certain limits from the same facilities, which rule was finalized in November 2024.

To date, such requirements have not had a substantial effect upon our operations.

Still, new legislation or regulatory programs that restrict emissions of GHGs in areas in which we conduct business could adversely affect our operations and demand for our services.

Moreover, climate change could have an effect on the severity of weather (including hurricanes and floods), sea levels, the arability of farmland, and water availability and quality.

In January 2025, however, President Trump signed a series of executive orders that call upon the EPA to submit a report on the continuing applicability of its endangerment finding for GHGs under the Clean Air Act, direct federal executive departments and agencies to initiate a regulatory freeze for certain rules that have not taken effect, pending review by the newly appointed agency head, direct federal

agencies to identify and exercise emergency authorities to facilitate conventional energy production, transportation, and refining, and mandate a review of existing regulations that may burden domestic energy development.

Thus, the future of the new methane and waste emission charge rules, as well as the regulation of GHGs by the federal government, is unclear at this time.

Climate change could have an effect on the severity of weather (including hurricanes and floods), sea levels, wildfires, the arability of farmland, and water availability and quality.

If such effects were to occur, our operations have the potential to be adversely affected.

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or limits on vehicle weight and size.

Moreover, various legislative proposals are occasionally introduced, including proposals to increase federal, state, or local taxes on motor fuels, among other things, which may increase our costs or adversely impact the recruitment of drivers.

Moreover, various legislative proposals are occasionally introduced, including proposals to increase federal, state, or local taxes

on motor fuels, among other things, which may increase our costs or adversely impact the recruitment of drivers.

We cannot predict whether, or in what form, any increase in such taxes applicable to us will be enacted.

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

What changed 10-K

Item 1. Business