What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-04-21 compared with 2024-10-21 · 131 added, 294 removed, 302 unchanged (58% of the section changed)

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• Sulfur and sulfur-based products processing, manufacturing, marketing, and distribution;

• Marketing, distribution, and transportation services for natural gas liquids and blending and packaging services for specialty lubricants and grease.

• Marketing, distribution, and transportation services for NGLs and blending and packaging services for specialty lubricants and grease.

The petroleum products and by-products we collect, transport, store and market are produced primarily by major and independent oil and gas companies who often turn to third parties, such as us, for the transportation and disposition of these products.

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Martin Resource Management Corporation is an important supplier and customer of ours.

As of September 30, 2024, Martin Resource Management Corporation owned 15.7% of our total outstanding common limited partner units and 100% of MMGP Holdings, LLC ("Holdings"), which is the sole member of Martin Midstream GP LLC ("MMGP"), our general partner.

As of March 31, 2025, Martin Resource Management Corporation owned 16.3% of our total outstanding common limited partner units and 100% of MMGP Holdings, LLC ("Holdings"), which is the sole member of Martin Midstream GP LLC ("MMGP"), our general partner.

MMGP owns a 2.0% general partner interest in us.

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Significant Recent Developments

Merger Agreement.

On May 24, 2024, Martin Resource Management Corporation filed an amendment to its Schedule 13D with the SEC disclosing that Martin Resource Management Corporation made a non-binding proposal to the Board, pursuant to which Martin Resource Management Corporation would acquire all the outstanding common units of the Partnership not already owned by Martin Resource Management Corporation and its subsidiaries.

On October 3, 2024, Martin Resource Management Corporation, Merger Sub, the Partnership, and MMGP, entered into a Merger Agreement pursuant to which Merger Sub will merge with and into the Partnership, with the Partnership surviving as a wholly owned subsidiary of Martin Resource Management Corporation.

See Note 18 to our unaudited condensed consolidated financial statements for additional information.

Galveston Bridge Allision.

During May 2024, we experienced a casualty loss of $0.5 million that represents two separate insurance deductibles under our marine transportation protection and indemnity coverage policy and our hull coverage policy stemming from a bridge allision in Galveston, Texas.

Electronic Level Sulfuric Acid Joint Venture.

On October 19, 2022, Martin ELSA Investment LLC, our 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 our 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, we will be the exclusive provider of feedstock to the ELSA Facility.

We, through our affiliate MTI, will also provide land transportation services for the ELSA produced by DSM.

We expect to fund approximately $27.0 million in aggregate capital expenditures in connection with this joint venture.

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.

As of September 30, 2024, we have funded approximately $26.4 million toward ELSA related project costs.

Tariffs and Trading Relationships.

In April 2025, the U.S.

government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits, including China.

Increased tariffs by the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions.

Additionally, the U.S.

government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions.

Current uncertainties about tariffs and their effects on trading relationships may affect costs for and availability of raw materials or contribute to inflation in the markets in which we operate.

Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.

Amendment to Credit Facility .

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Description of Our Indebtedness — Credit Facility” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 24, 2025.

Subsequent Events

Quarterly Distribution.

On October 16, 2024, we declared a quarterly cash distribution of $0.005 per common unit for the third quarter of 2024, or $0.020 per common unit on an annualized basis, which will be paid on November 14, 2024, to unitholders of record as of November 7, 2024.

On April 16, 2025, we declared a quarterly cash distribution of $0.005 per common unit for the first quarter of 2025, or $0.020 per common unit on an annualized basis, which will be paid on May 15, 2025, to unitholders of record as of May 8, 2025.

Critical Accounting Policies and Estimates

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• distributing asphalt, marine fuel and other liquids;

• providing marine bunkering and other shore-based marine services in Texas, Louisiana, Mississippi, Alabama, and Florida;

• providing shore-based marine services in Texas, Louisiana, Mississippi and Alabama;

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

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

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

• operating, solely for our account, the asphalt facilities owned by us in each of 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.

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

We reimbursed Martin Resource Management Corporation for $46.2 million of direct costs and expenses for the three months ended September 30, 2024, compared to $43.2 million for the three months ended September 30, 2023.

We reimbursed Martin Resource Management Corporation for $128.4 million of direct costs and expenses for the nine months ended September 30, 2024, compared to $122.7 million for the nine months ended September 30, 2023.

We reimbursed Martin Resource Management Corporation for $41.1 million of direct costs and expenses for the three months ended March 31, 2025, compared to $39.3 million for the three months ended March 31, 2024.

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

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

In each of the three months ended September 30, 2024 and 2023, the Conflicts Committee approved reimbursement amounts of $3.4 million and $3.5 million, respectively.

In each of the nine months ended September 30, 2024 and 2023, the Conflicts Committee approved reimbursement amounts of $10.1 million and $10.5 million, respectively.

In each of the three months ended March 31, 2025 and 2024, the Conflicts Committee approved reimbursement amounts of $3.4 million and $3.4 million, respectively.

The Conflicts Committee will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.

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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, the impact of related party transactions included in total costs and expenses accounted for approximately 31% and 29% of our total costs and expenses during the three months ended September 30, 2024 and 2023, respectively.

In the aggregate, the impact of related party transactions included in total costs and expenses accounted for approximately 29% and 23% of our total costs and expenses during the nine months ended September 30, 2024 and 2023, respectively.

In the aggregate, the impact of related party transactions included in total costs and expenses accounted for approximately 25% and 26% of our total costs and expenses during the three months ended March 31, 2025 and 2024, respectively.

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

Our sales to Martin Resource Management Corporation accounted for approximately 15% and 15% of our total revenues for the three months ended September 30, 2024 and 2023, respectively.

Our sales to Martin Resource Management Corporation accounted for approximately 15% and 13% of our total revenues for the nine months ended September 30, 2024 and 2023, respectively.

Our sales to Martin Resource Management Corporation accounted for approximately 14% and 15% of our total revenues for the three months ended March 31, 2025 and 2024, respectively.

For a more comprehensive discussion concerning the agreements that we have entered into with Martin Resource Management Corporation, please refer to "Item 13.

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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, 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 the board of directors of our general partner is involved in the approval process, it determines whether to refer the matter to the Conflicts Committee of our general partner's board of directors, as constituted under our limited partnership agreement.

If the Board is involved in the approval process, it determines whether to refer the matter to the Conflicts Committee, as constituted under our limited partnership agreement.

If a matter is referred to the Conflicts Committee, the Conflicts Committee obtains information regarding the proposed transaction from management and determines whether to engage independent legal counsel or an independent financial advisor to advise the members of the committee regarding the transaction.

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To assist management in assessing our business, we use the following non-GAAP financial measures:

earnings before interest, taxes, and depreciation and amortization ("EBITDA"), adjusted EBITDA (as defined below), Credit Adjusted EBITDA (as defined below), distributable cash flow available to common unitholders (“Distributable Cash Flow”), and free cash flow after growth capital expenditures and principal payments under finance lease obligations ("Adjusted Free Cash Flow").

earnings before interest, taxes, and depreciation and amortization ("EBITDA"), Adjusted EBITDA (as defined below), distributable cash flow available to common unitholders (“Distributable Cash Flow”), and free cash flow after growth capital expenditures and principal payments under finance lease obligations ("Adjusted Free Cash Flow").

Our management uses a variety of financial and operational measurements other than our financial statements prepared in accordance with U.S.

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Certain items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing an entity's financial performance, such as cost of capital and historical costs of depreciable assets.

EBITDA, Adjusted EBITDA and Credit Adjusted EBITDA .

We define Adjusted EBITDA as EBITDA before unit-based compensation expenses, gains and losses on the disposition of property, plant and equipment, impairment and other similar non-cash adjustments.

Adjusted EBITDA .

We define Adjusted EBITDA as EBITDA before unit-based compensation expenses, gains and losses on the disposition of property, plant and equipment, impairment and other similar non-cash adjustments, and transaction costs associated with business combination, merger, and divestiture activities.

Adjusted EBITDA is used as a supplemental performance and liquidity measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts, and others, to assess:

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• our operating performance and return on capital as compared to those of other companies in the midstream energy sector, without regard to financing methods or capital structure.

We define Credit Adjusted EBITDA as Adjusted EBITDA excluding net income (loss) and the lower of cost or net realizable value and other non-cash adjustments associated with the butane optimization business, which we exited during the second quarter of 2023.

Credit Adjusted EBITDA is used as a supplemental performance and liquidity measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts, and others to provide additional information regarding the calculation of, and compliance with, certain financial covenants in the Partnership’s Third Amended and Restated Credit Agreement.

The GAAP measures most directly comparable to adjusted EBITDA and Credit Adjusted EBITDA are net income (loss) and net cash provided by (used in) operating activities.

Adjusted EBITDA and Credit Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss), operating income (loss), net cash provided by (used in) operating activities, or any other measure of financial performance presented in accordance with GAAP.

Adjusted EBITDA and Credit Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate Adjusted EBITDA in the same manner.

The GAAP measures most directly comparable to Adjusted EBITDA is net income (loss) and net cash provided by (used in) operating activities.

Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss), operating income (loss), net cash provided by (used in) operating activities, or any other measure of financial performance presented in accordance with GAAP.

Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate Adjusted EBITDA in the same manner.

Adjusted EBITDA does not include interest expense, income tax expense, and depreciation and amortization.

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We define Adjusted Free Cash Flow as Distributable Cash Flow less growth capital expenditures and principal payments under finance lease obligations.

Adjusted Free Cash Flow is a significant performance

measure used by our management and by external users of our financial statements and represents how much cash flow a business generates during a specified time period after accounting for all capital expenditures, including expenditures for growth and maintenance capital projects.

Adjusted Free Cash Flow is a significant performance measure used by our management and by external users of our financial statements and represents how much cash flow a business generates during a specified time period after accounting for all capital expenditures, including expenditures for growth and maintenance capital projects.

We believe that Adjusted Free Cash Flow is important to investors, lenders, commercial banks and research analysts since it reflects the amount of cash available for reducing debt, investing in additional capital projects, paying distributions, and similar matters.

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To compensate for these limitations, we believe that it is important to consider Net Cash Provided by (Used in) Operating Activities determined under GAAP, as well as Distributable Cash Flow and Adjusted Free Cash Flow, to evaluate our overall liquidity.

The following tables reconcile the non-GAAP financial measurements used by management to our most directly comparable GAAP measures for the three and nine months ended September 30, 2024 and 2023, which represents EBITDA, adjusted EBITDA, Credit Adjusted EBITDA, distributable cash flow, and adjusted free cash flow:

Reconciliation of Net Income (Loss) to EBITDA, Adjusted EBITDA, and Credit Adjusted EBITDA

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

(in thousands) (in thousands)

The following tables reconcile the non-GAAP financial measurements used by management to our most directly comparable GAAP measures for the three months ended March 31, 2025 and 2024, which represents EBITDA, Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow:

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

Three Months Ended March 31,

(in thousands)

Net income (loss) $ (1,033) $ 3,273

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Gain on disposition or sale of property, plant and equipment (479) (208)

Loss on extinguishment of debt — — — 5,121

Transaction expenses related to the terminated Merger with Martin Resource Management Corporation 827 —

Equity in (earnings) loss of DSM Semichem LLC 209 —

Lower of cost or net realizable value and other non-cash adjustments — — — (12,850)

Non-cash contractual revenue adjustment 221 —

Unit-based compensation 43 54

Adjusted EBITDA $ 27,828 $ 30,406

net loss associated with butane optimization business — — — 2,255

lower of cost or net realizable value and other non-cash adjustments — $ — — 12,850

Credit Adjusted EBITDA

$ 25,144 $ 26,170 $ 87,262 $ 88,545

Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA, Credit Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

(in thousands) (in thousands)

Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow

Three Months Ended March 31,

(in thousands)

Net cash provided by (used in) operating activities $ (6,019) $ 10,109

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Current income tax expense 1,331 1,122

Lower of cost or net realizable value and other non-cash adjustments — — — (12,850)

Transaction expenses related to the terminated Merger with Martin Resource Management Corporation 827 —

Non-cash contractual revenue adjustment 221 —

Changes in operating assets and liabilities which (provided) used cash:

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Adjusted EBITDA 27,828 30,406

net loss associated with butane optimization business — — — 2,255

lower of cost or net realizable value and other non-cash adjustments — — — 12,850

Credit Adjusted EBITDA

25,144 26,170 87,262 88,545

Interest expense (14,107) (13,842)

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Principal payments under finance lease obligations (4) —

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

Expansion capital expenditures (929) (6,231)

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Results of Operations

The results of operations for the three and nine months ended September 30, 2024 and 2023, have been derived from our consolidated and condensed financial statements.

The results of operations for the three months ended March 31, 2025 and 2024, have been derived from our consolidated and condensed financial statements.

We evaluate segment performance on the basis of operating income, which is derived by subtracting cost of products sold, operating expenses, selling, general and administrative expenses, and depreciation and amortization expense from revenues.

The following table sets forth our operating revenues and operating income by segment for the three and nine months ended September 30, 2024 and 2023.

The following table sets forth our operating revenues and operating income by segment for the three months ended March 31, 2025 and 2024.

The results of operations for these interim periods are not necessarily indicative of the results of operations which might be expected for the entire year.

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These items, including interest expense and indirect selling, general and administrative expenses, are discussed following the comparative discussion of our results within each segment.

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023

Operating Revenues Intersegment Revenues Eliminations Operating Revenues

after Eliminations Operating Income (Loss) Operating Income (Loss) Intersegment Eliminations Operating

Income (Loss)

Three Months Ended September 30, 2024 (In thousands)

Terminalling and storage $ 24,414 $ (1,852) $ 22,562 $ 2,675 $ (1,761) $ 914

Transportation 60,196 (3,690) 56,506 8,583 (3,725) 4,858

Sulfur services 24,660 — 24,660 1,254 3,465 4,719

Specialty products 67,225 (19) 67,206 3,881 2,021 5,902

Indirect selling, general and administrative

— — — (3,742) — (3,742)

Total $ 176,495 $ (5,561) $ 170,934 $ 12,651 $ — $ 12,651

Operating Revenues Intersegment Revenues Eliminations Operating Revenues

after Eliminations Operating Income (Loss) Operating Income (Loss) Intersegment Eliminations Operating

Income (Loss)

Three Months Ended September 30, 2023 (In thousands)

Terminalling and storage $ 23,973 $ (1,771) $ 22,202 $ 3,107 $ (1,750) $ 1,357

Transportation 58,541 (3,318) 55,223 6,677 (3,354) 3,323

Sulfur services 32,577 — 32,577 2,743 3,250 5,993

Specialty products 66,720 (25) 66,695 6,014 1,854 7,868

Indirect selling, general and administrative

— — — (3,837) — (3,837)

Total $ 181,811 $ (5,114) $ 176,697 $ 14,704 $ — $ 14,704

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Operating Revenues Intersegment Revenues Eliminations Operating Revenues

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Income (Loss)

Nine Months Ended September 30, 2024 (In thousands)

Three Months Ended March 31, 2025 (In thousands)

Terminalling and storage $ 23,414 $ (1,865) $ 21,549 $ 2,110 $ (1,831) $ 279

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Income (Loss)

Nine Months Ended September 30, 2023 (In thousands)

Three Months Ended March 31, 2024 (In thousands)

Terminalling and storage $ 24,285 $ (1,768) $ 22,517 $ 3,657 $ (1,700) $ 1,957

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Terminalling and Storage Segment

Comparative Results of Operations for the Three Months Ended September 30, 2024 and 2023

Three Months Ended September 30, Variance Percent Change

(In thousands, except BBL per day)

Revenues $ 24,414 $ 23,973 $ 441 2 %

Cost of products sold 23 23 — — %

Operating expenses 14,857 15,078 (221) (1) %

Selling, general and administrative expenses 1,130 628 502 80 %

Depreciation and amortization 5,695 5,102 593 12 %

2,709 3,142 (433) (14) %

Loss on disposition or sale of property, plant and equipment (34) (35) 1 3 %

Operating income $ 2,675 $ 3,107 $ (432) (14) %

Shore-based throughput volumes (gallons) 42,242 40,655 1,587 4 %

Smackover refinery throughput volumes (guaranteed minimum BBL per day) 6,500 6,500 — — %

Revenues increased $0.4 million.

Revenue at our shore-based terminals increased $0.6 million, including $0.5 million in fuel throughput and $0.1 million in space rent.

In addition, revenue at our specialty terminals increased $0.7 million primarily as a result of higher throughput and service revenue.

Revenue at our Smackover refinery decreased $0.8 million primarily as a result of decreased natural gas surcharge revenue due to a reduction in usage.

Operating expenses.

Operating expenses decreased primarily due to lower natural gas utility expense of $0.9 million resulting from a reduction in usage.

This decrease was offset by increases in repairs and maintenance of $0.3 million across our specialty terminals, lease expense of $0.3 million related to operating equipment at our Smackover refinery, and employee-related expenses of $0.2 million.

Selling, general and administrative expenses.

Selling, general and administrative expenses increased primarily due to employee-related expenses.

Depreciation and amortization.

The increase in depreciation and amortization is primarily the result of capital expenditures offset by recent disposals.

Comparative Results of Operations for the Nine Months Ended September 30, 2024 and 2023

Nine Months Ended September 30, Variance Percent Change

Comparative Results of Operations for the Three Months Ended March 31, 2025 and 2024

Three Months Ended March 31, Variance Percent Change

(In thousands, except BBL per day)

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2,109 3,555 (1,446) (41) %

Gain (loss) on disposition or sale of property, plant and equipment 1,063 (359) 1,422 396 %

Gain on disposition or sale of property, plant and equipment 1 102 (101) (99) %

Operating income $ 2,110 $ 3,657 $ (1,547) (42) %

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Smackover refinery throughput volumes (guaranteed minimum) (BBL per day) 6,500 6,500 — — %

Revenues increased $1.3 million.

Revenue at our shore-based terminals increased $2.1 million, including $1.4 million in fuel throughput and $0.7 million in space rent.

In addition, revenue at our specialty terminals increased $1.6 million, primarily as a result of higher throughput and service revenue.

Revenue at our Smackover refinery decreased $2.4 million, primarily as a result of decreased natural gas surcharge revenue of $2.6 million due to a decrease in usage, offset by a $0.2 million increase in reservation fees.

Revenues decreased $0.9 million.

Revenue at our underground storage terminal decreased $0.6 million due to a $0.9 million decrease in throughput revenue, offset by an increase in reservation fees of $0.3 million.

Revenue at our Smackover refinery decreased $0.4 million, primarily as a result of decreased natural gas surcharge revenue of $0.6 million due to a decrease in usage, offset by increases in reservation fees of $0.1 million and throughput revenue of $0.1 million.

Our shore-based terminals decreased $0.1 million due to decreased space rent.

Revenue at our specialty terminals increased $0.2 million, primarily as a result of higher throughput revenue.

Operating expenses.

Operating expenses increased primarily as a result of liability insurance claims of $1.6 million (crude pipeline spill), insurance premiums of $1.0 million, employee-related expenses of $1.0 million, repairs and maintenance of $0.7 million at our Smackover refinery, operating supplies of $0.6 million and lease expense of $0.2 million.

These increases were offset by a decrease in natural gas utilities of $3.0 million.

Operating expenses decreased primarily as a result of natural gas utilities of $0.3 million and tax fees of $0.3 million.

These decreases were offset by an increase in employee-related expenses of $0.3 million.

Selling, general and administrative expenses.

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Transportation Segment

Comparative Results of Operations for the Three Months Ended September 30, 2024 and 2023

Three Months Ended September 30, Variance Percent Change

(In thousands)

Revenues $ 60,196 $ 58,541 $ 1,655 3 %

Operating expenses 45,138 46,465 (1,327) (3) %

Selling, general and administrative expenses 3,423 2,571 852 33 %

Depreciation and amortization 3,182 3,674 (492) (13) %

8,453 5,831 2,622 45 %

Gain on disposition or sale of property, plant and equipment 130 846 (716) (85) %

Operating income $ 8,583 $ 6,677 $ 1,906 29 %

Revenues increased $1.7 million.

In our marine transportation division, inland revenues increased $1.8 million, primarily related to higher transportation rates and utilization.

Offshore revenues increased $0.3 million, primarily related to higher transportation rates.

Pass-through revenue (primarily fuel) decreased $0.4 million.

In our land transportation division, freight revenue increased $1.1 million, primarily due to a 3% increase in total miles.

Ancillary revenue decreased $1.1 million.

Operating expenses .

The decrease in operating expenses is primarily a result of repairs and maintenance of $1.5 million and pass-through expenses (primarily fuel) of $1.4 million, offset by increases in lease expense of $0.9 million and insurance premiums of $0.7 million.

The decrease in repairs and maintenance, as well as the increase in lease expense are related to the replacement of tractors and trailers in our land transportation division.

Selling, general and administrative expenses .

Selling, general and administrative expenses increased primarily due to higher employee-related expenses.

Depreciation and amortization.

The decrease in depreciation and amortization is primarily the result of asset disposals, offset by capital expenditures.

Comparative Results of Operations for the Nine Months Ended September 30, 2024 and 2023

Nine Months Ended September 30, Variance Percent Change

Comparative Results of Operations for the Three Months Ended March 31, 2025 and 2024

Three Months Ended March 31, Variance Percent Change

(In thousands)

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Operating income $ 5,506 $ 9,831 $ (4,325) (44) %

Revenues increased $4.8 million.

In our marine transportation division, inland revenues increased $4.5 million, primarily related to higher transportation rates, offset by a decrease in utilization associated with equipment repairs and regulatory inspections.

Revenues decreased $4.6 million.

In our marine transportation division, inland revenues decreased $1.7 million, primarily related to lower transportation rates combined with a decrease in utilization associated with equipment repairs and regulatory inspections.

Offshore revenues increased $0.9 million, primarily related to higher transportation rates, offset by a decrease in utilization associated with equipment repairs and regulatory inspections.

Pass-through revenue (primarily fuel) decreased $0.3 million.

In our land transportation division, freight revenue increased $4.9 million, primarily due to a 4% increase in total miles.

In our land transportation division, freight revenue decreased $2.6 million, primarily due to a 6% decrease in total miles.

Ancillary revenue decreased $0.9 million.

Operating expenses.

The increase in operating expenses is primarily a result of lease expense of $3.9 million, insurance premiums of $1.6 million, employee-related expenses of $1.2 million, outside hauls of $0.4 million and insurance claims of $0.3 million, offset by decreases in repairs and maintenance of $3.9 million and pass-through expenses (primarily fuel) of $1.2 million.

The increase in lease expense, as well as the decrease in repairs and maintenance are related to the replacement of tractors and trailers in our land transportation division.

Operating expenses remained relatively consistent.

Selling, general and administrative expenses.

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Sulfur Services Segment

Comparative Results of Operations for the Three Months Ended September 30, 2024 and 2023

Three Months Ended September 30, Variance Percent Change

(In thousands)

Services $ 3,477 $ 3,358 $ 119 4 %

Products 21,183 29,219 (8,036) (28) %

Total revenues 24,660 32,577 (7,917) (24) %

Cost of products sold 15,292 21,972 (6,680) (30) %

Operating expenses 3,089 3,510 (421) (12) %

Selling, general and administrative expenses 2,091 1,713 378 22 %

Depreciation and amortization 2,937 2,639 298 11 %

1,251 2,743 (1,492) (54) %

Gain on disposition or sale of property, plant and equipment 3 — 3

Operating income $ 1,254 $ 2,743 $ (1,489) (54) %

Sulfur (long tons) 113 155 (42) (27) %

Fertilizer (long tons) 29 58 (29) (50) %

Total sulfur services volumes (long tons) 142 213 (71) (33) %

Services revenues.

Services revenues increased as a result of a contractually prescribed, index-based fee adjustment.

Products revenues.

Product revenues decreased $7.9 million.

A decrease of $10.6 million was the result of a 33% decrease in sales volumes, primarily related to a 27% decrease in sulfur volumes due to reduced product movement on the Margaret Sue related to weather activity in the Gulf of Mexico when compared to the third quarter of 2023.

This decrease was offset by an increase of $2.6 million due to a 9% rise in average sulfur services sales prices.

Cost of products sold.

Cost of products sold decreased $6.7 million.

A 33% decrease in sales volumes impacted cost of products sold by $7.6 million.

A 4% increase in product cost impacted cost of products sold by $1.0 million, resulting from increased commodity prices.

Margin per ton increased $7.46, or 22%.

Operating expenses.

Operating expenses decreased due to a reduction of $0.2 million in outside services, $0.1 million in utilities, $0.1 million in marine pass-through expenses (primarily fuel) and $0.1 million in marine operating expenses, offset by a $0.1 million increase in repairs and maintenance.

Selling, general and administrative expenses.

Selling, general and administrative expenses increased primarily due to higher employee-related expenses.

Depreciation and amortization.

Depreciation and amortization increased due to the amortization of higher turnaround spend in 2023 as compared to 2022.

Comparative Results of Operations for the Nine Months Ended September 30, 2024 and 2023

Nine Months Ended September 30, Variance Percent Change

Comparative Results of Operations for the Three Months Ended March 31, 2025 and 2024

Three Months Ended March 31, Variance Percent Change

(In thousands)

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Depreciation and amortization 3,557 2,982 575 19 %

12,707 12,565 142 1 %

Gain (loss) on disposition or sale of property, plant and equipment (305) 17 (322) (1,894) %

Operating income $ 7,716 $ 3,685 $ 4,031 109 %

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Services revenues.

Services revenues increased as a result of a contractually prescribed, index-based fee adjustment.

Services revenues increased $0.7 million largely associated with reservation revenue from the ELSA joint venture beginning in the fourth quarter 2024.

Additional increases were the result of a contractually prescribed, index-based fee adjustment.

Products revenues.

Products revenues decreased $13.4 million.

A decrease of $15.3 million was primarily due to a 15% reduction in sales volumes resulting from a 16% decrease in sulfur volumes due to the Margaret Sue being out of service for regulatory inspections and maintenance.

This was offset by an increase of $1.9 million related to a 2% increase in average sulfur products sales prices.

Products revenues increased $14.3 million.

An increase of $11.1 million was primarily due to 33% higher sales volumes.

Additionally, an increase of $3.2 million related to a 10% increase in average sulfur products sales prices.

Cost of products sold.

Cost of products sold decreased $13.8 million.

A 15% decrease in sales volumes resulted in a decrease in cost of products sold of $10.8 million.

A 4% decrease in product cost impacted cost of products sold by $3.0 million, resulting from reduced commodity prices.

Cost of products sold increased $9.2 million.

A 33% increase in sales volumes resulted in an increase in cost of products sold of $8.0 million.

A 5% increase in product cost impacted cost of products sold by $1.2 million, resulting from higher commodity prices.

Margin per ton increased $11.67, or 26%.

Operating expenses.

Operating expenses decreased $0.8 million due to reductions of $0.4 million in utilities expense resulting from lower natural gas prices, $0.4 million in marine pass-through expenses (primarily fuel), $0.2 million in outside services, and $0.1 million in marine operating expense.

These reductions were offset by an increase of $0.2 million in repairs and maintenance and $0.1 million in employment expenses.

Operating expenses increased $0.9 million due to $0.5 million in outside services, $0.2 million in marine pass-through expenses, $0.1 million in marine operating expenses, and $0.1 million in repairs and maintenance.

Selling, general and administrative expenses.

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Depreciation and amortization.

Depreciation and amortization increased due to the amortization of higher turnaround spend in 2023 as compared to 2022.

Depreciation and amortization increased due to the amortization of higher turnaround costs as well as certain assets being placed into service.

Specialty Products Segment

Comparative Results of Operations for the Three Months Ended September 30, 2024 and 2023

Three Months Ended September 30, Variance Percent Change

Comparative Results of Operations for the Three Months Ended March 31, 2025 and 2024

Three Months Ended March 31, Variance Percent Change

(In thousands)

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Depreciation and amortization 758 796 (38) (5) %

3,821 6,014 (2,193) (36) %

Gain on disposition or sale of of property, plant and equipment 60 — 60

Operating income $ 3,745 $ 4,558 $ (813) (18) %

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Products Revenues.

Products revenues decreased $0.5 million.

Sales volumes increased 9%, increasing revenues by $5.8 million, primarily related to a 14% increase in NGL sales volumes.

Our average sales price per barrel decreased $8.60, resulting in a $5.3 million decrease to revenue.

Product revenues increased by $3.0 million.

A 6% rise in sales volumes increased revenue by $3.9 million, primarily driven by a 7% increase in NGL sales volumes.

This was partially offset by a 1% decline in average specialty product sales prices, which reduced revenue by $0.9 million.

Cost of products sold .

Cost of products sold increased $3.4 million.

The increase in sales volumes of 9% resulted in a $5.2 million increase to cost of products sold.

Our average cost per barrel decreased $4.78, or 5%, decreasing cost of products sold by $2.9 million.

Our margins decreased $3.82 per barrel, or 27%, during the period.

Operating expenses.

Operating expenses remained consistent.

Selling, general and administrative expenses .

Selling, general and administrative expenses increased $0.4 million due to employee-related expenses.

Depreciation and amortization.

Depreciation and amortization decreased as a result of capital expenditures offset by recent disposals.

Comparative Results of Operations for the Nine Months Ended September 30, 2024 and 2023

Nine Months Ended September 30, Variance Percent Change

(In thousands)

Products revenues $ 200,888 $ 277,895 $ (77,007) (28) %

Cost of products sold 179,800 256,898 (77,098) (30) %

Operating expenses 81 55 26 47 %

Selling, general and administrative expenses 5,300 5,287 13 — %

Depreciation and amortization 2,389 2,507 (118) (5) %

13,318 13,148 170 1 %

Gain (loss) on disposition or sale of property, plant and equipment 66 (59) 125 212 %

Operating income $ 13,384 $ 13,089 $ 295 2 %

NGL sales volumes (Bbls) 1,744 3,027 (1,283) (42) %

Other specialty products volumes (Bbls) 263 280 (17) (6) %

Total specialty products volumes (Bbls) 2,007 3,307 (1,300) (39) %

Products Revenues.

Products revenues decreased $77.0 million.

A decrease of $70.5 million was the result of the exit of the butane optimization business in the second quarter of 2023.

For the remaining products, sales volumes increased 1%, increasing revenues by $1.7 million, primarily related to a 2% increase in NGL sales volumes.

Products revenues decreased $8.2 million as a result of a 4% reduction in average specialty products sales prices.

Cost of products sold .

Cost of products sold decreased $77.1 million.

A decrease of $72.3 million was the result of the exit of the butane optimization business in the second quarter of 2023.

For the remaining products, a 3% decrease in product cost impacted cost of products sold by $6.3 million, resulting from reduced commodity prices.

A 6% increase in sales volumes resulted in an increase in cost of products sold of $3.6 million.

A minimal decrease in product cost impacted cost of products sold by $0.2 million, resulting from reduced commodity prices.

Operating expenses.

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Selling, general and administrative expenses .

Selling, general and administrative expenses decreased $0.5 million associated with the exit of the butane optimization business in the second quarter of 2023 offset by an increase of $0.5 million in employee-related expenses.

Selling, general and administrative expenses increased primarily due to higher employee-related expenses .

Depreciation and amortization.

Depreciation and amortization decreased due to certain assets becoming fully depreciated during the first quarter of 2023.

Depreciation and amortization decreased due to certain assets becoming fully depreciated subsequent to the first quarter of 2024.

Interest Expense

Comparative Components of Interest Expense, Net for the Three Months Ended September 30, 2024 and 2023

Three Months Ended September 30, Variance Percent Change

(In thousands)

Credit facility $ 1,874 $ 1,608 $ 266 17 %

Senior notes 11,500 11,756 (256) (2) %

Amortization of deferred debt issuance costs 772 771 1 — %

Amortization of debt discount 600 600 — — %

Other 219 277 (58) (21) %

Capitalized interest (373) (18) (355) (1,972) %

Total interest expense, net $ 14,592 $ 14,994 $ (402) (3) %

Comparative Components of Interest Expense, Net for the Nine Months Ended September 30, 2024 and 2023

Nine Months Ended September 30, Variance Percent Change

Comparative Components of Interest Expense, Net for the Three Months Ended March 31, 2025 and 2024

Three Months Ended March 31, Variance Percent Change

(In thousands)

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Indirect Selling, General and Administrative Expenses

Three Months Ended September 30, Variance Percent Change Nine Months Ended September 30, Variance Percent Change

2024 2023 2024 2023

(In thousands) (In thousands)

Three Months Ended March 31, Variance Percent Change

(In thousands)

Indirect selling, general and administrative expenses $ 4,675 $ 3,836 $ 839 22 %

Indirect selling, general and administrative expenses decreased for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, as a result of a decrease in overhead expenses allocated from Martin Resource Management Corporation.

Indirect selling, general and administrative expenses decreased for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, as a result of decreases in overhead expenses allocated from Martin Resource Management Corporation of $0.4 million and employee-related expenses of $0.1 million.

Indirect selling, general and administrative expenses increased for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to transaction expenses associated with the terminated Merger with Martin Resource Management Corporation of $0.8 million.

Martin Resource Management Corporation allocates to us a portion of its indirect selling, general and administrative expenses for services such as accounting, legal, treasury, clerical, billing, information technology, administration of insurance, engineering, general office expense and employee benefit plans and other general corporate overhead functions we share with Martin Resource Management Corporation retained businesses.

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The allocation of these expenses between Martin Resource Management Corporation and us is subject to a number of judgments and estimates, regardless of the method used.

We can provide no assurances that our method of allocation, in the past or in the future, is or will

be the most accurate or appropriate method of allocation for these expenses.

We can provide no assurances that our method of allocation, in the past or in the future, is or will be the most accurate or appropriate method of allocation for these expenses.

Other methods could result in a higher allocation of selling, general and administrative expenses to us, which would reduce our net income.

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

The Conflicts Committee of our general partner approved the following reimbursement amounts during the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, Variance Percent Change Nine Months Ended September 30, Variance Percent Change

2024 2023 2024 2023

(In thousands) (In thousands)

The Conflicts Committee of our general partner approved the following reimbursement amounts during the three months ended March 31, 2025 and 2024:

Three Months Ended March 31, Variance Percent Change

(In thousands)

Conflicts Committee approved reimbursement amount

5 unchanged sentences

Set forth below is a description of our cash flows for the periods indicated.

Cash Flows - Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

The following table details the cash flow changes between the nine months ended September 30, 2024 and 2023:

Nine Months Ended September 30, Variance Percent Change

Cash Flows - Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

The following table details the cash flow changes between the three months ended March 31, 2025 and 2024:

Three Months Ended March 31, Variance Percent Change

(In thousands)

4 unchanged sentences

Net increase (decrease) in cash and cash equivalents $ (3) $ — $ (3)

Net cash provided by operating activities.

The decrease in net cash provided by operating activities for the nine months ended September 30, 2024, includes an increase in operating results and other non-cash charges of $1.2 million.

This increase was offset by an unfavorable variance in cash flows associated with changes in working capital of $101.1 million, primarily associated with the reduction in working capital associated with the exit of the butane optimization business.

Net cash provided by (used in) operating activities.

The decrease in net cash provided by operating activities for the three months ended March 31, 2025, includes a decrease in operating results and other non-cash charges of $4.1 million, coupled with an unfavorable variance in cash flows associated with changes in working capital of $12.0 million.

Net cash used in investing activities.

Net cash used in investing activities for the nine months ended September 30, 2024, increased $27.2 million.

An increase in cash used of $16.0 million resulted from higher payments for capital expenditures and plant turnaround costs in 2024.

Further, investments in unconsolidated entities increased $6.9 million, while net proceeds from the sale of property, plant and equipment decreased $4.2 million.

Net cash used in investing activities for the three months ended March 31, 2025, decreased $11.2 million.

A decrease in cash used of $11.0 million resulted from lower payments for capital expenditures and plant turnaround costs in 2025.

Additionally, net proceeds from the sale of property, plant and equipment increased $0.2 million.

Net cash (used in) provided by financing activities.

Net cash (used in) provided by financing activities for the nine months ended September 30, 2024, increased primarily as a result of an decrease in borrowings of long-term debt of $293.4 million, offset by a decrease in repayments of long-term debt of $406.2 million.

Additionally, payments of debt issuance costs decreased $14.2 million.

Net cash provided by financing activities for the three months ended March 31, 2025, increased primarily as a result of a decrease in repayments of long-term debt of $15.0 million, offset by a decrease in borrowings of long-term debt of $10.0 million.

Total Contractual Obligations

A summary of our total contractual cash obligations as of September 30, 2024, is as follows:

A summary of our total contractual cash obligations as of March 31, 2025, is as follows:

Payments due by period

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Letters of Credit .

At September 30, 2024, we had outstanding irrevocable letters of credit in the amount of $9.2 million, which were issued under our credit facility.

At March 31, 2025, we had outstanding irrevocable letters of credit in the amount of $9.2 million, which were issued under our credit facility.

Off-Balance Sheet Arrangements.

2 unchanged sentences

Credit Facility

At September 30, 2024, we maintained a $150.0 million credit facility that matures on February 8, 2027.

As of September 30, 2024, we had $86.5 million outstanding under the credit facility and $9.2 million of outstanding irrevocable letters of credit, leaving a maximum available amount to be borrowed under our credit facility for future revolving credit borrowings and letters of credit of $54.4 million.

After giving effect to our then current borrowings, letters of credit, and the financial covenants contained in our credit facility, we had the ability to borrow approximately $54.4 million in additional amounts thereunder as of September 30, 2024.

At March 31, 2025, we maintained a $150.0 million credit facility that matures on February 8, 2027.

As of March 31, 2025, we had $66.0 million outstanding under the credit facility and $9.2 million of outstanding irrevocable letters of credit, leaving a maximum amount available to be borrowed under our credit facility for future revolving credit borrowings and letters of credit of $74.9 million.

After giving effect to our then current borrowings, letters of credit, and the financial covenants contained in our credit facility, we had the ability to borrow approximately $23.4 million in additional amounts thereunder as of March 31, 2025.

The credit facility is used for ongoing working capital needs and general partnership purposes, and to finance permitted investments, acquisitions and capital expenditures.

The level of outstanding draws on our credit facility from January 1, 2024 through September 30, 2024 ranged from a low of $40.5 million to a high of $102.5 million.

The applicable margin for Adjusted Term SOFR borrowings at September 30, 2024 is 3.25%.

The applicable margin for Adjusted Term SOFR borrowings effective October 16, 2024 is 3.50%.

The level of outstanding draws on our credit facility from January 1, 2025 through March 31, 2025 ranged from a low of $53.5 million to a high of $86.0 million.

The applicable margin for Adjusted Term SOFR borrowings at March 31, 2025 is 3.25%.

The applicable margin for Adjusted Term SOFR borrowings effective April 16, 2025 is 3.50%.

Effective February 13, 2025, we entered into the credit facility amendment to modify the financial covenants in our credit facility.

The credit facility amendment includes financial covenants that are tested on a quarterly basis, based on the rolling four quarter period that ends on the last day of each fiscal quarter, that require maintenance of:

• a minimum Interest Coverage Ratio (as defined in the credit facility) of at least 1.75:1.00 for the fiscal quarter ended March 31, 2025 and the fiscal quarters ending June 30, 2025 and September 30, 2025, and at least 2.00:1.00 for the fiscal quarter ending December 31, 2025 and each fiscal quarter thereafter;

• a maximum First Lien Leverage Ratio (as defined in the credit facility) of not more than 1.25:1.00 for the fiscal quarter ended March 31, 2025 and the fiscal quarters ending June 30, 2025 and September 30, 2025, and not more than 1.50:1.00 for the fiscal quarter ending December 31, 2025 and each fiscal quarter thereafter.

For a description of our credit facility, see “Item 7.

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Historically, we have generally satisfied our working capital requirements and funded our debt service obligations and capital expenditures with cash generated from operations and borrowings under our credit facility.

On September 30, 2024, we had cash and cash equivalents of $0.06 million and available borrowing capacity of $54.4 million under our credit facility with $86.5 million of borrowings outstanding.

On March 31, 2025, we had cash and cash equivalents of $0.05 million and available borrowing capacity of $74.9 million under our credit facility with $66.0 million of borrowings outstanding.

After giving effect to our then current borrowings, letters of credit, and the financial covenants contained in our credit facility, we had the ability to borrow approximately $23.4 million in additional amounts thereunder as of March 31, 2025.

We expect that our primary sources of liquidity to meet operating expenses, service our indebtedness, pay distributions to our unitholders and fund capital expenditures will be provided by cash flows generated by our operations, borrowings under our credit facility and access to the debt and equity capital markets.

3 unchanged sentences

In addition, due to the covenants in our credit facility, our financial and operating performance impacts the amount we are permitted to borrow under that facility.

We are in compliance with all debt covenants as of September 30, 2024, and expect to be in compliance for the next twelve months.

We are in compliance with all debt covenants as of March 31, 2025, and expect to be in compliance for the next twelve months.

Interest Rate Risk

6 unchanged sentences

Impact of Inflation

Inflation did not have a material impact on our results of operations for the nine months ended September 30, 2024 or 2023.

Inflation did not have a material impact on our results of operations for the three months ended March 31, 2025 or 2024.

Inflation may increase the cost to acquire or replace property, plant and equipment.

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Our operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which these operations are conducted.

On June 15, 2024, the Partnership had a spill of less than 2,500 barrels of crude oil originating from the Partnership’s transfer pipeline, which connects our Sandyland Terminal to our refinery located in Smackover, Union County, Arkansas.

The Partnership is working closely with the U.S Environmental Protection Agency (“EPA”), Arkansas Department of Energy and Environment (“ADEE”), and Arkansas Game and Fish Commission to respond to the spill.

The Partnership has dedicated the necessary resources, equipment, and personnel to conduct and expedite oil recovery and cleanup activities.

As of October 15, 2024, the Partnership’s response efforts have moved from emergency response status with the EPA to remediation status, which is to be overseen by the ADEE.

A claim related to the crude oil spill has been made with and accepted by, subject to a reservation of rights, the Partnership’s insurance carriers.

The Partnership’s deductibles under the applicable insurance policies total $1.5 million and such deductible expense has been recorded by the Partnership in the Consolidated and Condensed Statements of Operations for the three and nine months ended September 30, 2024.

We incurred no material environmental costs, liabilities or expenditures to mitigate or eliminate environmental contamination during the nine months ended September 30, 2023.

On June 15, 2024, the Partnership experienced a spill of less than 2,500 barrels of crude oil from its transfer pipeline connecting the Sandyland Terminal to the refinery in Smackover, Union County, Arkansas.

The Partnership promptly coordinated with the U.S Environmental Protection Agency (the “EPA”), Arkansas Department of Energy and Environment (the “ADEE”), and Arkansas Game and Fish Commission, dedicating the necessary resources, equipment, and personnel to expedite oil recovery and cleanup activities.

In October 2024, the EPA transitioned the Partnership’s response from emergency response status to remediation status under ADEE oversight.

On October 11, 2024, the ADEE notified the Partnership that documentation, observations, and data indicated the Partnership completed all remedial actions to the maximum practical extent.

No further remediation is required at this time.

The Partnership submitted a claim related to the spill, which was accepted by its insurance carriers, subject to a reservation of rights.

The Partnership’s deductibles under the applicable insurance policies total $1.5 million and such deductible expense was recorded by the Partnership in the Consolidated and Condensed Statements of Operations for the three and six months ended June 30, 2024.

As of April 21, 2025, no fines or penalties have been assessed in relation to the spill.

We incurred no material environmental costs, liabilities or expenditures to mitigate or eliminate environmental contamination during the three months ended March 31, 2025.

On March 14, 2025, President Trump signed a Joint Resolution of Disapproval under the Congressional Review Act to prohibit the Inflation Reduction Act’s waste methane emissions charge rules, which were finalized in November 2024, from taking effect.

On March 6, 2024, the SEC adopted final rules that require the registrants to disclose certain climate-related information in registration statements and annual reports.

Litigation challenging the new rule was filed by multiple parties in multiple jurisdictions, which was consolidated and assigned to the U.S.

Court of Appeals for the Eighth Circuit.

On April 4, 2024, the SEC announced it was voluntarily delaying the implementation of the climate disclosure regulations while the U.S.

Court of Appeals considered the litigation.

On March 27, 2025, the SEC voted to end the defense of the rules in the litigation.

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-Q

Item 2. Management’s Discussion and Analysis