What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-21 compared with 2025-04-21 · 244 added, 79 removed, 354 unchanged (48% of the section changed)

14 unchanged sentences

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

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.

As of June 30, 2025, Martin Resource Management Corporation owned 19.6% 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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Quarterly Distribution.

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.

On July 16, 2025, we declared a quarterly cash distribution of $0.005 per common unit for the second quarter of 2025, or $0.020 per common unit on an annualized basis, which will be paid on August 14, 2025, to unitholders of record as of August 7, 2025.

One Big Beautiful Bill Act.

On July 4, 2025, federal legislation commonly referred to as the “One Big Beautiful Bill Act” was enacted, resulting in changes to U.S.

federal income tax law.

Pursuant to ASC 740, Income Taxes, the effects of changes in tax law are recognized in the period of enactment.

As such, this legislation constitutes a non-recognized subsequent event with respect to our financial statements for the period ended June 30, 2025.

We have preliminarily assessed the impact of the legislation and expect an immaterial net increase in income tax expense related to our Taxable Subsidiary in the third quarter of 2025.

Critical Accounting Policies and Estimates

27 unchanged sentences

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 $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.

We reimbursed Martin Resource Management Corporation for $42.8 million of direct costs and expenses for the three months ended June 30, 2025, compared to $42.9 million for the three months ended June 30, 2024.

We reimbursed Martin Resource Management Corporation for $83.9 million of direct costs and expenses for the six months ended June 30, 2025, compared to $82.2 million for the six months ended June 30, 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 March 31, 2025 and 2024, the Conflicts Committee approved reimbursement amounts of $3.4 million and $3.4 million, respectively.

In each of the three months ended June 30, 2025 and 2024, the Conflicts Committee approved reimbursement amounts of $3.4 million.

In each of the six months ended June 30, 2025 and 2024, the Conflicts Committee approved reimbursement amounts of $6.8 million.

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

5 unchanged sentences

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

Certain Relationships and Related Transactions, and Director Independence" set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 24, 2025.

Certain Relationships and Related

Transactions, and Director Independence" set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 24, 2025.

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 25% and 26% of our total costs and expenses during the three months ended March 31, 2025 and 2024, respectively.

In the aggregate, the impact of related party transactions included in total costs and expenses accounted for approximately 28% and 28% of our total costs and expenses during the three months ended June 30, 2025 and 2024, respectively.

In the aggregate, the impact of related party transactions included in total costs and expenses accounted for approximately 26% and 27% of our total costs and expenses during the six months ended June 30, 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 14% and 15% of our total revenues for the three months ended March 31, 2025 and 2024, respectively.

Our sales to Martin Resource Management Corporation accounted for approximately 15% and 14% of our total revenues for the three months ended June 30, 2025 and 2024, respectively.

Our sales to Martin Resource Management Corporation accounted for approximately 14% and 15% of our total revenues for the six months ended June 30, 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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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 months ended March 31, 2025 and 2024, which represents EBITDA, Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow:

The following tables reconcile the non-GAAP financial measurements used by management to our most directly comparable GAAP measures for the three and six months ended June 30, 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)

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in thousands) (in thousands)

Net income (loss) $ (2,407) $ 3,780 $ (3,440) $ 7,053

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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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in thousands) (in thousands)

Net cash provided by operating activities $ 30,915 $ 11,828 $ 24,896 $ 21,937

Interest expense 1

17 unchanged sentences

Principal payments under finance lease obligations (3) (1) (7) (1)

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

Expansion capital expenditures (792) (5,450) (1,721) (11,681)

2 unchanged sentences

Results of Operations

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

The results of operations for the three and six months ended June 30, 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 months ended March 31, 2025 and 2024.

The following table sets forth our operating revenues and operating income by segment for the three and six months ended June 30, 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 March 31, 2025 Compared to the Three Months Ended March 31, 2024

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

Operating Revenues Intersegment Revenues Eliminations Operating Revenues

1 unchanged sentence

Income (Loss)

Three Months Ended March 31, 2025 (In thousands)

Three Months Ended June 30, 2025 (In thousands)

Terminalling and storage $ 24,228 $ (1,824) $ 22,404 $ 3,000 $ (1,762) $ 1,238

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Income (Loss)

Three Months Ended March 31, 2024 (In thousands)

Three Months Ended June 30, 2024 (In thousands)

Terminalling and storage $ 24,402 $ (2,027) $ 22,375 $ 3,302 $ (1,986) $ 1,316

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Total $ 190,379 $ (5,848) $ 184,531 $ 19,927 $ — $ 19,927

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Operating Revenues Intersegment Revenues Eliminations Operating Revenues

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

Income (Loss)

Six Months Ended June 30, 2025 (In thousands)

Terminalling and storage $ 47,642 $ (3,689) $ 43,953 $ 5,110 $ (3,593) $ 1,517

Transportation 115,176 (8,365) 106,811 11,723 (8,426) 3,297

Sulfur services 92,832 — 92,832 13,685 7,605 21,290

Specialty products 129,669 (46) 129,623 7,379 4,414 11,793

Indirect selling, general and administrative

— — — (8,612) — (8,612)

Total $ 385,319 $ (12,100) $ 373,219 $ 29,285 $ — $ 29,285

Operating Revenues Intersegment Revenues Eliminations Operating Revenues

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

Income (Loss)

Six Months Ended June 30, 2024 (In thousands)

Terminalling and storage $ 48,687 $ (3,795) $ 44,892 $ 6,959 $ (3,686) $ 3,273

Transportation 123,509 (7,526) 115,983 17,867 (7,599) 10,268

Sulfur services 70,874 (1) 70,873 11,148 6,753 17,901

Specialty products 133,663 (50) 133,613 9,503 4,532 14,035

Indirect selling, general and administrative

— — — (7,655) — (7,655)

Total $ 376,733 $ (11,372) $ 365,361 $ 37,822 $ — $ 37,822

Terminalling and Storage Segment

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

Three Months Ended March 31, Variance Percent Change

Comparative Results of Operations for the Three Months Ended June 30, 2025 and 2024

Three Months Ended June 30, Variance Percent Change

(In thousands, except BBL per day)

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Revenues decreased $0.2 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.

Revenue at our underground storage terminal decreased $0.5 million primarily as a result of lower throughput fees and decreased volumes.

Revenue at our Smackover refinery increased $0.4 million primarily due to increases in throughput revenue and reservation fees.

Operating expenses.

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.

Operating expenses decreased primarily due to lower insurance claims of $1.5 million (crude pipeline spill that occurred in 2024).

This decrease was offset by increases at our Smackover refinery in natural gas utilities of $0.4 million, employee-related expenses of $0.2 million, professional fees of $0.2 million and insurance premiums of $0.2 million (higher rates).

Selling, general and administrative expenses.

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

Depreciation and amortization.

The decrease in depreciation and amortization is primarily the result of assets being fully depreciated, offset by capital expenditures.

Comparative Results of Operations for the Six Months Ended June 30, 2025 and 2024

Six Months Ended June 30, Variance Percent Change

(In thousands, except BBL per day)

Revenues $ 47,642 $ 48,687 $ (1,045) (2) %

Cost of products sold — 42 (42) (100) %

Operating expenses 29,892 30,557 (665) (2) %

Selling, general and administrative expenses 1,669 1,102 567 51 %

Depreciation and amortization 10,980 11,124 (144) (1) %

5,101 5,862 (761) (13) %

Gain on disposition or sale of property, plant and equipment 9 1,097 (1,088) (99) %

Operating income $ 5,110 $ 6,959 $ (1,849) (27) %

Shore-based throughput volumes (gallons) 85,690 88,260 (2,570) (3) %

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

Revenues decreased $1.0 million.

Revenue at our underground storage terminal decreased $1.1 million primarily as a result of lower throughput fees combined with decreased volumes.

Our shore-based terminals decreased $0.2 million due to decreased space rent of $0.3 million, offset by increased throughput revenue of $0.1 million.

Revenue at our specialty terminals increased $0.2 million, primarily as a result of increased storage and service revenue.

Operating expenses.

Operating expenses decreased primarily as a result of insurance claims of $1.7 million (primarily crude pipeline spill that occurred in 2024).

This decrease was offset by increases in employee-related expenses of $0.5 million and insurance premiums of $0.4 million (higher rates) across all terminals.

Selling, general and administrative expenses.

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

Depreciation and amortization.

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

The decrease in depreciation and amortization is primarily the result of assets being fully depreciated, offset by capital expenditures.

Transportation Segment

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

Three Months Ended March 31, Variance Percent Change

Comparative Results of Operations for the Three Months Ended June 30, 2025 and 2024

Three Months Ended June 30, Variance Percent Change

(In thousands)

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Revenues decreased $3.8 million.

In our marine transportation division, inland revenues decreased $0.3 million, primarily related to lower transportation rates.

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

Pass-through revenue (primarily fuel) increased $0.1 million.

In our land transportation division, freight revenue decreased $2.8 million, primarily due to a 5% decrease in total miles.

Ancillary revenue decreased $1.1 million.

Operating expenses .

The decrease in operating expenses is primarily a result of employee-related expenses of $1.2 million, insurance claims of $0.7 million, repairs and maintenance of $0.6 million and pass-through expenses (primarily fuel) of $0.6 million, offset by increases in lease expense of $1.2 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 uncollectible accounts receivable.

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 Six Months Ended June 30, 2025 and 2024

Six Months Ended June 30, Variance Percent Change

(In thousands)

Revenues $ 115,176 $ 123,509 $ (8,333) (7) %

Operating expenses 93,046 94,424 (1,378) (1) %

Selling, general and administrative expenses 5,637 4,727 910 19 %

Depreciation and amortization 5,848 6,857 (1,009) (15) %

$ 10,645 $ 17,501 $ (6,856) (39) %

Gain on disposition or sale of property, plant and equipment 1,078 366 712 195 %

Operating income $ 11,723 $ 17,867 $ (6,144) (34) %

Revenues decreased $8.3 million.

In our marine transportation division, inland revenues decreased $2.0 million, primarily related to lower transportation rates combined with a decrease in utilization associated with equipment repairs and regulatory inspections.

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Operating expenses.

Operating expenses remained relatively consistent.

The decrease in operating expenses is primarily a result of employee-related expenses of $1.7 million, pass-through expenses (primarily fuel) of $1.6 million, insurance claims of $0.7 million and repairs and maintenance of $0.7 million, offset by increases in lease expense of $2.0 million and insurance premiums of $1.5 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 .

Selling, general and administrative expenses increased primarily due to uncollectible accounts receivable of $0.6 million and higher employee-related expenses of $0.4 million .

Depreciation and amortization.

1 unchanged sentence

Sulfur Services Segment

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

Three Months Ended March 31, Variance Percent Change

Comparative Results of Operations for the Three Months Ended June 30, 2025 and 2024

Three Months Ended June 30, Variance Percent Change

(In thousands)

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Depreciation and amortization 3,556 2,778 778 28 %

5,968 7,771 (1,803) (23) %

Gain (loss) on disposition or sale of property, plant and equipment 1 (308) 309 100 %

Operating income $ 5,969 $ 7,463 $ (1,494) (20) %

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Products revenues.

Product revenues increased $6.3 million.

Product revenues increased by $11.4 million, as a result of a 40% increase in sales volumes, primarily related to a 58% increase in sulfur volumes, which increase was offset by a decrease of $5.1 million due to a 15% reduction in average sulfur services sales prices.

Cost of products sold.

Cost of products sold increased $7.1 million.

A 40% increase in sales volumes impacted cost of products sold by $8.4 million.

A 6% decrease in product cost impacted cost of products sold by $1.3 million, resulting from decreased commodity prices.

Margin per ton decreased $24.89, or 33%.

Operating expenses.

Operating expenses increased due to an increase of $0.3 million in outside services, $0.2 million in marine operating expenses, $0.2 million in repairs and maintenance, $0.1 million in utilities, and $0.1 million in marine pass-through expenses.

Selling, general and administrative expenses.

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

Depreciation and amortization.

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

Comparative Results of Operations for the Six Months Ended June 30, 2025 and 2024

Six Months Ended June 30, Variance Percent Change

(In thousands)

Services $ 8,296 $ 6,954 $ 1,342 19 %

Products 84,536 63,920 20,616 32 %

Total revenues 92,832 70,874 21,958 31 %

Cost of products sold 61,313 44,954 16,359 36 %

Operating expenses 7,487 5,684 1,803 32 %

Selling, general and administrative expenses 3,235 3,020 215 7 %

Depreciation and amortization 7,113 5,760 1,353 23 %

13,684 11,456 2,228 19 %

Gain (loss) on disposition or sale of property, plant and equipment 1 (308) 309 100 %

Operating income $ 13,685 $ 11,148 $ 2,537 23 %

Sulfur (long tons) 277 182 95 52 %

Fertilizer (long tons) 170 136 34 25 %

Total sulfur services volumes (long tons) 447 318 129 41 %

Services revenues.

Services revenues increased $1.3 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 increased $20.6 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.

Product Revenues increased by $24.4 million related to a 41% increase in sales volume, primarily a 52% increase in sulfur volumes, which increase was offset by a decrease of $3.8 million primarily due to a 6% reduction in average sulfur products sales prices.

Cost of products sold.

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A 41% increase in sales volumes resulted in an increase in cost of products sold of $17.7 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%.

A 3% decrease in product cost impacted cost of products sold by $1.3 million, resulting from lower commodity prices.

Margin per ton decreased $7.69, or 13%.

Operating 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.

Operating expenses increased $1.8 million due to $0.8 million in outside services, $0.3 million in marine pass-through expenses, $0.3 million in marine operating expenses, $0.2 million in repairs and maintenance, and $0.1 million in utilities.

Selling, general and administrative expenses.

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Specialty Products Segment

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

Three Months Ended March 31, Variance Percent Change

Comparative Results of Operations for the Three Months Ended June 30, 2025 and 2024

Three Months Ended June 30, Variance Percent Change

(In thousands)

4 unchanged sentences

Depreciation and amortization 755 799 (44) (6) %

3,630 4,939 (1,309) (27) %

Gain on disposition or sale of property, plant and equipment 4 6 (2) (33) %

Operating income $ 3,634 $ 4,945 $ (1,311) (27) %

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Products Revenues.

Product revenues increased by $3.0 million.

Products revenues decreased $7.0 million.

Sales volumes increased 4%, increasing revenues by $2.6 million, primarily related to a 6% increase in NGL sales volumes.

Our average sales price per barrel decreased $15.06, resulting in a $9.5 million decrease to revenue.

Cost of products sold .

Cost of products sold decreased $5.5 million.

The increase in sales volumes of 4% resulted in a $2.3 million increase to cost of products sold.

Our average cost per barrel decreased $12.38, or 13%, decreasing cost of products sold by $7.8 million.

Our margins decreased $2.67 per barrel, or 22%, during the period.

Operating expenses.

Operating expenses remained relatively consistent.

Selling, general and administrative expenses .

Selling, general and administrative expenses remained relatively consistent.

Depreciation and amortization.

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

Comparative Results of Operations for the Six Months Ended June 30, 2025 and 2024

Six Months Ended June 30, Variance Percent Change

(In thousands)

Products revenues $ 129,669 $ 133,663 $ (3,994) (3) %

Cost of products sold 117,211 119,355 (2,144) (2) %

Operating expenses — 51 (51) (100) %

Selling, general and administrative expenses 3,570 3,165 405 13 %

Depreciation and amortization 1,513 1,595 (82) (5) %

7,375 9,497 (2,122) (22) %

Gain on disposition or sale of property, plant and equipment 4 6 (2) (33) %

Operating income $ 7,379 $ 9,503 $ (2,124) (22) %

NGL sales volumes (Bbls) 1,236 1,162 74 6 %

Other specialty products volumes (Bbls) 170 172 (2) (1) %

Total specialty products volumes (Bbls) 1,406 1,334 72 5 %

Products Revenues.

Product revenues decreased by $4.0 million.

A 5% rise in sales volumes increased revenue by $6.6 million, primarily driven by a 6% 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.

This was offset by an 8% decline in average specialty product sales prices, which reduced revenue by $10.6 million.

Cost of products sold .

Cost of products sold increased $3.4 million.

Cost of products sold decreased $2.1 million.

A 5% increase in sales volumes resulted in an increase in cost of products sold of $6.0 million.

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

A 7% decline in average product cost impacted cost of products sold by $8.1 million, resulting from reduced commodity prices.

Our margins decreased $1.87 per barrel, or 17%, during the period.

Operating expenses.

Operating expenses remained consistent.

Operating expenses remained relatively consistent.

Selling, general and administrative expenses .

1 unchanged sentence

Depreciation and amortization.

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

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

Interest Expense

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

Three Months Ended March 31, Variance Percent Change

Comparative Components of Interest Expense, Net for the Three Months Ended June 30, 2025 and 2024

Three Months Ended June 30, Variance Percent Change

(In thousands)

6 unchanged sentences

Total interest expense, net $ 14,608 $ 14,377 $ 231 2 %

Indirect Selling, General and Administrative Expenses

Three Months Ended March 31, Variance Percent Change

Comparative Components of Interest Expense, Net for the Six Months Ended June 30, 2025 and 2024

Six Months Ended June 30, Variance Percent Change

(In thousands)

Credit facility $ 2,854 $ 2,568 $ 286 11 %

Senior notes 22,616 22,744 (128) (1) %

Amortization of deferred debt issuance costs 1,556 1,539 17 1 %

Amortization of debt discount 1,200 1,200 — — %

Other 532 601 (69) (11) %

Capitalized interest (45) (433) 388 90 %

Total interest expense, net $ 28,715 $ 28,219 $ 496 2 %

Indirect Selling, General and Administrative Expenses

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.

Three Months Ended June 30, Variance Percent Change Six Months Ended June 30, Variance Percent Change

2025 2024 2025 2024

(In thousands) (In thousands)

Indirect selling, general and administrative expenses $ 3,937 $ 3,819 $ 118 3 % $ 8,612 $ 7,655 $ 957 13 %

Indirect selling, general and administrative expenses increased for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, as a result of an increase in overhead expenses allocated from Martin Resource Management Corporation.

Indirect selling, general and administrative expenses increased for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to transaction expenses associated with the terminated Merger with Martin Resource Management Corporation of $0.8 million, combined with an increase in overhead expenses allocated from Martin Resource Management Corporation.

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.

1 unchanged sentence

GAAP also permits other methods for allocation of these expenses, such as basing the allocation on the percentage of revenues contributed by a segment.

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.

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.

1 unchanged sentence

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 months ended March 31, 2025 and 2024:

Three Months Ended March 31, Variance Percent Change

(In thousands)

The Conflicts Committee of our general partner approved the following reimbursement amounts during the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, Variance Percent Change Six Months Ended June 30, Variance Percent Change

2025 2024 2025 2024

(In thousands) (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 - 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

Cash Flows - Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

The following table details the cash flow changes between the six months ended June 30, 2025 and 2024:

Six Months Ended June 30, Variance Percent Change

(In thousands)

4 unchanged sentences

Net increase (decrease) in cash and cash equivalents $ (8) $ 1 $ (9) (900) %

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 provided by operating activities.

The increase in net cash provided by operating activities for the six months ended June 30, 2025, includes a decrease in operating results and other non-cash charges of $9.7 million, offset by a favorable variance in cash flows associated with changes in working capital of $12.6 million.

Net cash used in investing activities.

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

Net cash used in investing activities for the six months ended June 30, 2025, decreased $25.2 million.

A decrease in cash used of $17.9 million resulted from lower payments for capital expenditures and plant turnaround costs in 2025.

Investments in DSM Semichem LLC decreased $6.9 million.

Additionally, net proceeds from the sale of property, plant and equipment increased $0.4 million.

Net cash (used in) provided by financing activities.

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.

Net cash provided by (used in) financing activities for the six months ended June 30, 2025, decreased primarily as a result of an increase in repayments of long-term debt of $8.5 million, coupled with a decrease in borrowings of long-term debt of $19.6 million.

Total Contractual Obligations

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

A summary of our total contractual cash obligations as of June 30, 2025, is as follows:

Payments due by period

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Letters of Credit .

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.

At June 30, 2025, we had outstanding irrevocable letters of credit in the amount of $0.7 million, which were issued under our credit facility.

Off-Balance Sheet Arrangements.

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Credit Facility

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.

At June 30, 2025, we maintained a $150.0 million credit facility that matures on February 8, 2027.

As of June 30, 2025, we had $41.0 million outstanding under the credit facility and $0.7 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 $108.3 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 $31.3 million in additional amounts thereunder as of June 30, 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, 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%.

The level of outstanding draws on our credit facility from January 1, 2025 through June 30, 2025 ranged from a low of $41.0 million to a high of $87.0 million.

The applicable margin for Adjusted Term SOFR borrowings at June 30, 2025 is 3.50%.

The applicable margin for Adjusted Term SOFR borrowings effective July 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.

• a minimum Interest Coverage Ratio (as defined in the credit facility) of at least 1.75:1.00 for the fiscal quarter ended June 30, 2025 and the fiscal quarter ending 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 June 30, 2025 and the fiscal quarter ending 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 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.

On June 30, 2025, we had cash and cash equivalents of $0.05 million and available borrowing capacity of $108.3 million under our credit facility with $41.0 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 $31.3 million in additional amounts thereunder as of June 30, 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.

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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 March 31, 2025, and expect to be in compliance for the next twelve months.

We are in compliance with all debt covenants as of June 30, 2025, and expect to be in compliance for the next twelve months.

Interest Rate Risk

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Impact of Inflation

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

Inflation did not have a material impact on our results of operations for the six months ended June 30, 2025 or 2024.

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

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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.

As of July 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 six months ended June 30, 2025.

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.

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

On April 4, 2025, a group of 18 intervenor-respondent states and the District of Columbia moved to hold the cases in abeyance until the SEC amends or rescinds the regulations, which motion was granted by the Eighth Circuit in an order issued on April 24, 2025.

Further, the Eighth Circuit directed the SEC to file a status report within 90 days (by July 23, 2025) advising the Court whether the SEC intends to review or reconsider the rules at issue in the case.

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