What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-20 compared with 2025-07-21 · 135 added, 121 removed, 477 unchanged (35% of the section changed)

14 unchanged sentences

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

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.

As of September 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.

6 unchanged sentences

Significant Recent Developments

Amendment to Credit Facility .

On September 24, 2025, we entered into the Second Amendment to the Credit Agreement to, among other things:

• extend the maturity date of amounts outstanding and the lenders’ commitments under the Credit Agreement from February 8, 2027 to November 16, 2027;

• decrease the amount available for us to borrow under the Credit Agreement on a revolving credit basis from $150.0 million to $130.0 million;

• adjust the financial covenants as described in more detail below:

▪ require us to maintain a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of at least 1.75 to 1.00 for the fiscal quarter ended March 31, 2025 and each fiscal quarter thereafter;

▪ require us to maintain a maximum Total Leverage Ratio (as defined in the Credit Agreement) of not more than 4.50 to 1.00 for the fiscal quarters ended March 31, 2025 and June 30, 2025, and stepping up to 4.75 to 1.00 for the fiscal quarter ending September 30, 2025 and each fiscal quarter thereafter;

▪ require us to maintain a maximum First Lien Leverage Ratio (as defined in the Credit Agreement) of not more than 1.25 to 1.00 for the fiscal quarter ended March 31, 2025 and each fiscal quarter thereafter.

Tariffs and Trading Relationships.

6 unchanged sentences

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 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.

On October 15, 2025, we declared a quarterly cash distribution of $0.005 per common unit for the third quarter of 2025, or $0.020 per common unit on an annualized basis, which will be paid on November 14, 2025, to unitholders of record as of November 7, 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 $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.

We reimbursed Martin Resource Management Corporation for $42.9 million of direct costs and expenses for the three months ended September 30, 2025, compared to $46.2 million for the three months ended September 30, 2024.

We reimbursed Martin Resource Management Corporation for $126.8 million of direct costs and expenses for the nine months ended September 30, 2025, compared to $128.4 million for the nine months ended September 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 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.

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

In each of the nine months ended September 30, 2025 and 2024, the Conflicts Committee approved reimbursement amounts of $10.2 million and $10.1 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 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.

In the aggregate, the impact of related party transactions included in total costs and expenses accounted for approximately 29% and 31% of our total costs and expenses during the three months ended September 30, 2025 and 2024, respectively.

In the aggregate, the impact of related party transactions included in total costs and expenses accounted for approximately 27% and 29% of our total costs and expenses during the nine months ended September 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 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.

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

Our sales to Martin Resource Management Corporation accounted for approximately 15% and 15% of our total revenues for the nine months ended September 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.

41 unchanged sentences

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 six months ended June 30, 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 nine months ended September 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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

12 unchanged sentences

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

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

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

2025 2024 2025 2024

(in thousands) (in thousands)

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

Net cash provided by (used in) operating activities $ (1,213) $ (15,753) $ 23,683 $ 6,184

Interest expense 1

22 unchanged sentences

Results of Operations

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.

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

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

2 unchanged sentences

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

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

Operating Revenues Intersegment Revenues Eliminations Operating Revenues

1 unchanged sentence

Income (Loss)

Three Months Ended June 30, 2025 (In thousands)

Three Months Ended September 30, 2025 (In thousands)

Terminalling and storage $ 25,799 $ (1,869) $ 23,930 $ 4,577 $ (1,782) $ 2,795

8 unchanged sentences

Income (Loss)

Three Months Ended June 30, 2024 (In thousands)

Three Months Ended September 30, 2024 (In thousands)

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

5 unchanged sentences

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

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

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Operating Revenues Intersegment Revenues Eliminations Operating Revenues

1 unchanged sentence

Income (Loss)

Six Months Ended June 30, 2025 (In thousands)

Nine Months Ended September 30, 2025 (In thousands)

Terminalling and storage $ 73,441 $ (5,558) $ 67,883 $ 9,687 $ (5,375) $ 4,312

8 unchanged sentences

Income (Loss)

Six Months Ended June 30, 2024 (In thousands)

Nine Months Ended September 30, 2024 (In thousands)

Terminalling and storage $ 73,101 $ (5,647) $ 67,454 $ 9,634 $ (5,447) $ 4,187

6 unchanged sentences

Terminalling and Storage Segment

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

Three Months Ended June 30, Variance Percent Change

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

Three Months Ended September 30, Variance Percent Change

(In thousands, except BBL per day)

5 unchanged sentences

4,579 2,709 1,870 69 %

Gain on disposition or sale of property, plant and equipment 8 995 (987) (99) %

Loss on disposition or sale of property, plant and equipment (2) (34) 32 94 %

Operating income $ 4,577 $ 2,675 $ 1,902 71 %

1 unchanged sentence

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

Revenues decreased $0.2 million.

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

Revenues increased $1.4 million.

Revenue at our underground storage terminal increased $1.4 million primarily as a result of increased storage volume.

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

Revenue at our specialty terminals decreased $0.4 million, primarily as a result of decreased storage and service revenue.

Our shore-based terminals decreased $0.2 million due to decreased space rent.

Operating expenses.

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).

Operating expenses increased primarily due to increases at our Smackover refinery in natural gas utilities of $0.2 million and employee-related expenses of $0.5 million.

These increases were offset by a lower repairs and maintenance at our shore-based terminals of $0.2 million.

Selling, general and administrative expenses.

1 unchanged sentence

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

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

Comparative Results of Operations for the Nine Months Ended September 30, 2025 and 2024

Nine Months Ended September 30, Variance Percent Change

(In thousands, except BBL per day)

9 unchanged sentences

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.

Revenues increased $0.3 million.

Revenue at our underground storage terminal increased $0.4 million primarily as a result of higher storage volume of $1.4 million, offset by decreased throughput revenue of $1.0 million.

Revenue at our Smackover refinery increased $0.4 million primarily as a result of increased reservation fess.

Our shore-based terminals decreased $0.2 million due to decreased space rent of $0.4 million, offset by increased throughput revenue of $0.2 million.

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

Revenue at our specialty terminals decreased $0.2 million primarily as a result of decreased service revenue, offset by an increase in storage revenue of $0.1 million.

Operating expenses.

4 unchanged sentences

Depreciation and amortization.

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

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

Transportation Segment

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

Three Months Ended June 30, Variance Percent Change

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

Three Months Ended September 30, Variance Percent Change

(In thousands)

7 unchanged sentences

Revenues decreased $6.4 million.

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

In our marine transportation division, inland revenues decreased $4.7 million, primarily related to a decrease in utilization associated with weaker demand and downtime experienced from

equipment repairs and regulatory inspections combined, lower transportation rates.

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

3 unchanged sentences

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.

The increase in operating expenses is primarily a result of lease expense of $1.1 million and insurance premiums of $0.6 million.

The increase in lease expense is 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.

Selling, general and administrative expenses decreased primarily due to a reduction in the allowance for uncollectible accounts receivable of $1.2 million and employee-related expenses of $0.7 million.

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

Comparative Results of Operations for the Nine Months Ended September 30, 2025 and 2024

Nine Months Ended September 30, Variance Percent Change

(In thousands)

7 unchanged sentences

Revenues decreased $14.7 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.

Offshore revenues increased $1.2 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 marine transportation division, inland revenues decreased $6.7 million, primarily related to a decrease in utilization associated with weaker demand and downtime experienced from equipment repairs and regulatory inspections combined with lower transportation rates.

Offshore revenues increased $1.6 million, primarily related to higher transportation rates and utilization.

In our land transportation division, freight revenue decreased $7.0 million, primarily due to a 5% decrease in total miles.

1 unchanged sentence

Operating expenses.

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 increase in operating expenses is primarily a result of lease expense of $3.1 million and insurance premiums of $2.0 million.

Offsetting these increases were decreases in employee-related expenses of $2.4 million, repairs and maintenance of $1.2 million, pass-through expenses of $0.6 million and insurance claims of $0.6 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 of $0.6 million and higher employee-related expenses of $0.4 million .

Selling, general and administrative expenses decreased primarily due to a reduction in the allowance for uncollectible accounts receivable of $0.6 million and higher employee-related expenses of $0.3 million .

Depreciation and amortization.

1 unchanged sentence

Sulfur Services Segment

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

Three Months Ended June 30, Variance Percent Change

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

Three Months Ended September 30, Variance Percent Change

(In thousands)

7 unchanged sentences

193 1,251 (1,058) (85) %

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

Gain on disposition or sale of property, plant and equipment 2 3 (1) (33) %

Operating income $ 195 $ 1,254 $ (1,059) (84) %

3 unchanged sentences

Services revenues.

Services revenues increased $0.6 million largely associated with reservation revenue from the ELSA joint venture beginning in the fourth quarter 2024.

Services revenues increased $0.6 million largely associated with reservation fee revenue from the ELSA joint venture beginning in the fourth quarter of 2024.

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

1 unchanged sentence

Product revenues increased $7.4 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.

Product revenues increased by $8.4 million, as a result of a 42% increase in sales volumes, primarily related to a 52% increase in fertilizer volumes, which increase was offset by a decrease of $1.0 million due to a 5% reduction in average sulfur services sales prices.

Cost of products sold.

1 unchanged sentence

A 42% increase in sales volumes impacted cost of products sold by $7.1 million.

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

An 11% increase in product cost impacted cost of products sold by $1.7 million, resulting from increased commodity prices.

Margin per ton decreased $19.36, or 47%.

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.

Operating expenses increased due to an increase of $0.1 million in marine operating expenses and $0.1 million in insurance-related costs.

Selling, general and administrative expenses.

2 unchanged sentences

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

Comparative Results of Operations for the Nine Months Ended September 30, 2025 and 2024

Nine Months Ended September 30, Variance Percent Change

(In thousands)

13 unchanged sentences

Services revenues.

Services revenues increased $1.3 million largely associated with reservation revenue from the ELSA joint venture beginning in the fourth quarter 2024.

Services revenues increased $1.9 million largely associated with reservation fee 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.

5 unchanged sentences

A 39% increase in sales volumes resulted in an increase in cost of products sold of $24.2 million.

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

A 2% increase in product cost impacted cost of products sold by $1.0 million, resulting from higher commodity prices.

Margin per ton decreased $10.89, or 20%.

Operating expenses.

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.

Operating expenses increased $2.0 million due to $0.8 million in outside services, $0.4 million in marine operating expenses, $0.3 million in marine pass-through expenses, $0.2 million in repairs and maintenance, $0.1 million in insurance-related costs, $0.1 million in utilities, and $0.1 million in employment expenses.

Selling, general and administrative expenses.

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

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

Depreciation and amortization.

1 unchanged sentence

Specialty Products Segment

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

Three Months Ended June 30, Variance Percent Change

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

Three Months Ended September 30, Variance Percent Change

(In thousands)

12 unchanged sentences

Products revenues decreased $4.7 million.

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

Sales volumes increased 5%, increasing revenues by $3.1 million, primarily related to a 10% increase in other specialty sales volumes.

Our average sales price per barrel decreased $11.64, resulting in a $7.8 million decrease to revenue.

7 unchanged sentences

Selling, general and administrative expenses .

Selling, general and administrative expenses remained relatively consistent.

Selling, general and administrative decreased $0.5 million primarily due to lower 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 Six Months Ended June 30, 2025 and 2024

Six Months Ended June 30, Variance Percent Change

Comparative Results of Operations for the Nine Months Ended September 30, 2025 and 2024

Nine Months Ended September 30, Variance Percent Change

(In thousands)

13 unchanged sentences

A 5% rise in sales volumes increased revenue by $9.7 million, primarily driven by a 6% increase in NGL sales volumes.

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

This was offset by a 9% decline in average specialty product sales prices, which reduced revenue by $18.5 million.

Cost of products sold .

1 unchanged sentence

A 5% increase in sales volumes resulted in an increase in cost of products sold of $8.8 million.

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

An 8% decline in average product cost impacted cost of products sold by $14.5 million, resulting from reduced commodity prices.

Our margins decreased $1.95 per barrel, or 19%, during the period.

2 unchanged sentences

Selling, general and administrative expenses .

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

Selling, general and administrative expenses remained relatively consistent.

Depreciation and amortization.

1 unchanged sentence

Interest Expense

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

Three Months Ended June 30, Variance Percent Change

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

Three Months Ended September 30, Variance Percent Change

(In thousands)

4 unchanged sentences

Other 192 219 (27) (12) %

Finance leases 2 — 2

Capitalized interest (36) (373) 337 90 %

Total interest expense, net $ 14,614 $ 14,592 $ 22 — %

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

Six Months Ended June 30, Variance Percent Change

Comparative Components of Interest Expense, Net for the Nine Months Ended September 30, 2025 and 2024

Nine Months Ended September 30, Variance Percent Change

(In thousands)

4 unchanged sentences

Other 724 820 (96) (12) %

Finance leases 4 — 4

Capitalized interest (81) (806) 725 90 %

1 unchanged sentence

Indirect Selling, General and Administrative Expenses

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

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

2025 2024 2025 2024

1 unchanged sentence

Indirect selling, general and administrative expenses $ 3,860 $ 3,742 $ 118 3 % $ 12,472 $ 11,397 $ 1,075 9 %

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.

Indirect selling, general and administrative expenses increased for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to transaction expenses associated with the terminated merger with Martin Resource Management Corporation.

Indirect selling, general and administrative expenses increased for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to transaction expenses associated with the terminated merger with 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.

This allocation is based on the percentage of time spent by Martin Resource Management Corporation personnel that provide such centralized services.

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.

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.

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 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

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

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

2025 2024 2025 2024

7 unchanged sentences

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

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

Cash Flows - Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

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

Nine Months Ended September 30, Variance Percent Change

(In thousands)

5 unchanged sentences

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.

The increase in net cash provided by operating activities for the nine months ended September 30, 2025, includes a decrease in operating results and other non-cash charges of $14.6 million, offset by a favorable variance in cash flows associated with changes in working capital of $32.1 million.

Net cash used in investing activities.

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

Net cash used in investing activities for the nine months ended September 30, 2025, decreased $27.2 million.

A decrease in cash used of $19.8 million resulted from lower payments for capital expenditures and plant turnaround costs in 2025.

2 unchanged sentences

Net cash (used in) provided by financing activities.

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.

Net cash provided by (used in) financing activities for the nine months ended September 30, 2025, decreased primarily as a result of an increase in repayments of long-term debt of $4.0 million, coupled with a decrease in borrowings of long-term debt of $40.1 million.

Additionally, we incurred additional debt issuance costs of $0.7 million.

Total Contractual Obligations

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

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

Payments due by period

10 unchanged sentences

Letters of Credit .

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.

At September 30, 2025, we had outstanding irrevocable letters of credit in the amount of $0.6 million, which were issued under our credit facility.

Off-Balance Sheet Arrangements.

2 unchanged sentences

Credit Facility

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.

At September 30, 2025, we maintained a $130.0 million credit facility that matures on November 16, 2027.

As of September 30, 2025, we had $53.5 million outstanding under the credit facility and $0.6 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 $75.9 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 $11.4 million in additional amounts thereunder as of September 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 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 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.

The level of outstanding draws on our credit facility from January 1, 2025 through September 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 September 30, 2025 is 3.50%.

The applicable margin for Adjusted Term SOFR borrowings effective October 15, 2025 is 3.75%.

On September 24, 2025, we entered into the Second Amendment to the Credit Agreement to, among other things:

• extend the maturity date of amounts outstanding and the lenders’ commitments under the Credit Agreement from February 8, 2027 to November 16, 2027;

• decrease the amount available for us to borrow under the Credit Agreement on a revolving credit basis from $150.0 million to $130.0 million;

• adjust the financial covenants as described in more detail below:

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

4 unchanged sentences

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 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.

On September 30, 2025, we had cash and cash equivalents of $0.05 million and available borrowing capacity of $75.9 million under our credit facility with $53.5 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 $11.4 million in additional amounts thereunder as of September 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.

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 June 30, 2025, and expect to be in compliance for the next twelve months.

We are in compliance with all debt covenants as of September 30, 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 six months ended June 30, 2025 or 2024.

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

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

11 unchanged sentences

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 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.

As of October 20, 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 nine months ended September 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.

4 unchanged sentences

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.

On September 12, 2025, the U.S.

Court of Appeals issued an order to hold the petitions challenging the climate disclosure rules in abeyance pending further action by the SEC.

On July 4, 2025, Congress enacted the OBBBA, which, among other things, postpones the U.S.

EPA’s imposition of the methane Waste Emissions Charge to 2034, lowers royalties on federal onshore oil and gas leases, and repeals a royalty imposed on waste methane produced from federal oil and gas leases.

On July 29, 2025, the EPA issued an interim final rule extending several compliance deadlines associated with the strict new methane rules for the oil and gas industry that were published in March 2024 and took effect in May 2024.

On July 29, 2025, the EPA released a pre-publication proposed rule which would rescind the EPA’s 2009 final rule under the Clean Air Act finding that greenhouse gases (“GHGs”) endanger the public health and welfare of current and future generations and that emissions of GHGs from new motor vehicles contribute to GHG pollution that threatens the public health and welfare.

On September 16, 2025, the EPA announced a proposal to end the Greenhouse Gas Reporting Program (“GHGRP”) for all sectors except petroleum and natural gas systems (excluding reporting for natural gas distribution).

Reporting for petroleum and natural gas systems under the GHGRP would be deferred until 2034 under the proposal.

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