Core Viewpoint - Martin Midstream Partners L.P. has successfully amended and extended its revolving credit facility, which now matures in November 2026 and has a reduced borrowing capacity of $130 million, down from $150 million, with an accordion feature allowing for an additional $50 million [1][2]. Company Overview - Martin Midstream Partners L.P. is a publicly traded limited partnership based in Kilgore, Texas, primarily operating in the Gulf Coast region of the United States. Its main business lines include terminalling, processing, and storage services for petroleum products; transportation services for various products; sulfur processing; and marketing and distribution of natural gas liquids [3][6]. Financial Details - As of June 30, 2025, Martin Midstream Partners had $41 million outstanding under its credit facility [1]. - The Partnership reported an adjusted EBITDA of $27.1 million for the second quarter of 2025 and is reaffirming its full-year adjusted EBITDA guidance based on first-half performance [6].

```markdown [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) This section highlights that the report contains forward-looking statements based on management's current plans and expectations, with actual results potentially differing due to various risks and uncertainties - The report contains forward-looking statements, identifiable by terms like 'forecast,' 'may,' 'believe,' 'will,' 'expect,' 'anticipate,' and 'estimate.' These statements are based on management's current plans and expectations, but actual results may differ materially due to various risks and uncertainties[8](index=8&type=chunk)[9](index=9&type=chunk) - Potential risks and uncertainties that could cause actual results to differ are discussed in 'Item 1A. Risk Factors' of the Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent quarterly and current reports[10](index=10&type=chunk) PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated and condensed financial statements for Martin Midstream Partners L.P., including balance sheets, statements of operations, capital (deficit), and cash flows, along with accompanying notes [Consolidated and Condensed Balance Sheets](index=4&type=section&id=Consolidated%20and%20Condensed%20Balance%20Sheets) - Total assets decreased by **$22.877 million** from December 31, 2024, to June 30, 2025, primarily driven by decreases in current assets and net property, plant and equipment[14](index=14&type=chunk) - Partners' capital (deficit) worsened, decreasing from **$(70,439) thousand** at December 31, 2024, to **$(74,187) thousand** at June 30, 2025[14](index=14&type=chunk) Consolidated and Condensed Balance Sheets Summary | Metric (in thousands) | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :-------------------- | :------------------------ | :-------------------------- | | **Assets** | | | | Total current assets | $121,603 | $130,479 | | Property, plant and equipment, net | $294,824 | $305,450 | | Total assets | $515,632 | $538,509 | | **Liabilities & Capital** | | | | Total current liabilities | $107,689 | $115,501 | | Long-term debt, net | $427,821 | $437,635 | | Total liabilities | $589,819 | $608,948 | | Partners' capital (deficit) | $(74,187) | $(70,439) | | Total liabilities and partners' capital (deficit) | $515,632 | $538,509 | [Consolidated and Condensed Statements of Operations](index=5&type=section&id=Consolidated%20and%20Condensed%20Statements%20of%20Operations) - For the three months ended June 30, 2025, total revenues decreased by **$3.855 million (2.1%)** year-over-year, while net income shifted from a profit of **$3.780 million** in 2024 to a loss of **$2.407 million** in 2025[16](index=16&type=chunk) - For the six months ended June 30, 2025, total revenues increased by **$7.858 million (2.1%)** year-over-year, but net income shifted from a profit of **$7.053 million** in 2024 to a loss of **$3.440 million** in 2025[16](index=16&type=chunk) Consolidated and Condensed Statements of Operations Summary | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $180,676 | $184,531 | $373,219 | $365,361 | | Total costs and expenses | $166,406 | $165,557 | $345,026 | $328,700 | | Operating income | $14,883 | $19,927 | $29,285 | $37,822 | | Net income (loss) | $(2,407) | $3,780 | $(3,440) | $7,053 | | Net income (loss) per unit attributable to limited partners - basic | $(0.06) | $0.09 | $(0.09) | $0.18 | [Consolidated and Condensed Statements of Capital (Deficit)](index=7&type=section&id=Consolidated%20and%20Condensed%20Statements%20of%20Capital%20(Deficit)) - Total Partners' Capital (Deficit) decreased from **$(70,439) thousand** at December 31, 2024, to **$(74,187) thousand** at June 30, 2025, primarily due to net loss and cash distributions[20](index=20&type=chunk) - The number of common limited units outstanding remained at **39,055,086** from March 31, 2025, to June 30, 2025, after an issuance of **54,000** restricted units since December 31, 2024[20](index=20&type=chunk) Consolidated and Condensed Statements of Capital (Deficit) Summary | Metric (in thousands) | Balances - March 31, 2025 | Balances - June 30, 2025 | Balances - December 31, 2024 | Balances - June 30, 2024 | | :-------------------- | :------------------------ | :----------------------- | :--------------------------- | :----------------------- | | Common Limited Units | 39,055,086 | 39,055,086 | 39,001,086 | 39,001,086 | | Partners' Capital (Deficit) - Common Limited Units Amount | $(73,041) | $(75,548) | $(71,877) | $(59,557) | | Partners' Capital (Deficit) - General Partner Amount | $1,413 | $1,361 | $1,438 | $1,691 | | Total Partners' Capital (Deficit) | $(71,628) | $(74,187) | $(70,439) | $(57,866) | [Consolidated and Condensed Statements of Cash Flows](index=8&type=section&id=Consolidated%20and%20Condensed%20Statements%20of%20Cash%20Flows) - Net cash provided by operating activities increased by **$2.959 million (13%)** for the six months ended June 30, 2025, compared to the same period in 2024[23](index=23&type=chunk) - Net cash used in investing activities significantly decreased by **$25.170 million (68%)** for the six months ended June 30, 2025, primarily due to lower capital expenditures and reduced investment in DSM Semichem LLC[23](index=23&type=chunk) - Net cash from financing activities shifted from a **$15.163 million** inflow in 2024 to a **$12.975 million** outflow in 2025, mainly due to increased debt repayments and decreased new borrowings[23](index=23&type=chunk) Consolidated and Condensed Statements of Cash Flows Summary | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $24,896 | $21,937 | | Net cash used in investing activities | $(11,929) | $(37,099) | | Net cash provided by (used in) financing activities | $(12,975) | $15,163 | | Net increase (decrease) in cash | $(8) | $1 | | Cash at end of period | $47 | $55 | [Notes to Consolidated and Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20and%20Condensed%20Financial%20Statements) This section provides detailed disclosures and explanations for the figures presented in the consolidated financial statements, covering operations, accounting policies, revenue, inventory, debt, leases, capital, compensation, related parties, segments, commitments, fair value, investments, income taxes, and subsequent events [NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION](index=9&type=section&id=NOTE%201.%20NATURE%20OF%20OPERATIONS%20AND%20BASIS%20OF%20PRESENTATION) - Martin Midstream Partners L.P. operates primarily in the Gulf Coast region of the U.S. with four main business lines: terminalling, processing, and storage; land and marine transportation; sulfur and sulfur-based products; and marketing, distribution, and transportation of NGLs and specialty lubricants/grease[24](index=24&type=chunk) - The unaudited financial statements are prepared in accordance with Form 10-Q and U.S. GAAP for interim reporting, with all necessary adjustments for fair presentation being of a normal recurring nature[25](index=25&type=chunk) [NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS](index=9&type=section&id=NOTE%202.%20NEW%20ACCOUNTING%20PRONOUNCEMENTS) - The Partnership adopted ASU 2023-07 (Segment Reporting) in compliance with required adoption guidelines, which enhances disclosures about significant segment expenses[27](index=27&type=chunk) - ASU 2023-09 (Improvements to Income Tax Disclosures) is effective for annual reporting periods beginning after December 15, 2024, and will require disaggregated information about effective tax rate reconciliation and income taxes paid[28](index=28&type=chunk) [NOTE 3. REVENUE](index=10&type=section&id=NOTE%203.%20REVENUE) - The Partnership expects to receive **$425.944 million** in future minimum revenues from unsatisfied performance obligations as of June 30, 2025, with the largest portion from terminalling and storage[38](index=38&type=chunk) NOTE 3. REVENUE Summary | Revenue Source (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Terminalling and storage | $22,404 | $22,375 | $43,953 | $44,892 | | Transportation | $53,826 | $57,676 | $106,811 | $115,983 | | Sulfur services | $44,128 | $37,192 | $92,832 | $70,873 | | Specialty products | $60,318 | $67,288 | $129,623 | $133,613 | | **Total Revenues** | **$180,676** | **$184,531** | **$373,219** | **$365,361** | NOTE 3. REVENUE Summary | Future Minimum Revenue (in thousands) | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | | :------------------------------------ | :-------- | :-------- | :-------- | :-------- | :-------- | :--------- | :--------- | | Terminalling and storage | $22,475 | $46,117 | $47,500 | $48,990 | $50,393 | $105,367 | $320,842 | | Sulfur services (Product sales) | $7,118 | $14,237 | $14,237 | — | — | — | $35,592 | | Sulfur services (Service revenues) | $5,174 | $9,374 | $3,153 | $2,655 | $2,655 | $39,161 | $62,172 | | Specialty Products (NGL product sales)| $3,404 | $3,934 | — | — | — | — | $7,338 | | **Total** | **$38,171** | **$73,662** | **$64,890** | **$51,645** | **$53,048** | **$144,528** | **$425,944** | [NOTE 4. INVENTORIES](index=11&type=section&id=NOTE%204.%20INVENTORIES) - Total inventories decreased by **$5.583 million** from December 31, 2024, to June 30, 2025, primarily driven by reductions in natural gas liquids, lubricants, and fertilizer inventories[39](index=39&type=chunk) NOTE 4. INVENTORIES Summary | Inventory Component (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------- | :------------ | :---------------- | | Natural gas liquids | $1,500 | $2,814 | | Lubricants | $22,042 | $23,227 | | Sulfur | $1,327 | $1,440 | | Fertilizer | $15,406 | $18,463 | | Other | $5,849 | $5,763 | | **Total Inventories** | **$46,124** | **$51,707** | [NOTE 5. DEBT](index=12&type=section&id=NOTE%205.%20DEBT) - Total long-term debt, net, decreased by **$9.814 million** from December 31, 2024, to June 30, 2025, primarily due to a reduction in the credit facility balance[40](index=40&type=chunk) - The credit facility has a variable interest rate (**7.94%** weighted average at June 30, 2025) and matures in February 2027, while the **$400 million** Senior Notes bear **11.5%** interest and are due in February 2028[40](index=40&type=chunk) - The Partnership was in compliance with all debt covenants as of June 30, 2025, and December 31, 2024[40](index=40&type=chunk) NOTE 5. DEBT Summary | Long-Term Debt (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------- | :------------ | :---------------- | | Credit facility (net) | $39,235 | $51,258 | | Senior notes (net) | $388,586 | $386,377 | | **Total long-term debt, net** | **$427,821** | **$437,635** | [NOTE 6. LEASES](index=12&type=section&id=NOTE%206.%20LEASES) - Total lease cost increased by **$1.349 million (20.6%)** for the three months ended June 30, 2025, and by **$2.881 million (22.7%)** for the six months ended June 30, 2025, primarily driven by higher operating lease costs[44](index=44&type=chunk) NOTE 6. LEASES Summary | Lease Expense (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease cost | $6,499 | $5,181 | $12,634 | $10,120 | | Finance lease cost | $5 | $4 | $10 | $4 | | Short-term lease cost | $1,357 | $1,333 | $2,856 | $2,499 | | Variable lease cost | $47 | $41 | $91 | $87 | | **Total lease cost** | **$7,908** | **$6,559** | **$15,591** | **$12,710** | NOTE 6. LEASES Summary | Lease Balance Sheet Info (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Operating lease right-of-use assets | $64,815 | $67,140 | | Operating lease liabilities | $65,078 | $67,522 | | Finance lease obligations | $62 | $69 | NOTE 6. LEASES Summary | Future Minimum Operating Lease Obligations (in thousands) | | :---------------------------------------- | :------------ | | Year 1 | $25,742 | | Year 2 | $22,080 | | Year 3 | $16,739 | | Year 4 | $9,068 | | Year 5 | $4,203 | | Thereafter | $3,748 | | **Total lease liability** | **$65,078** | [NOTE 7. SUPPLEMENTAL BALANCE SHEET INFORMATION](index=15&type=section&id=NOTE%207.%20SUPPLEMENTAL%20BALANCE%20SHEET%20INFORMATION) NOTE 7. SUPPLEMENTAL BALANCE SHEET INFORMATION Summary | Other Accrued Liabilities (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------- | :------------ | :---------------- | | Accrued interest | $17,502 | $17,899 | | Property and other taxes payable | $3,074 | $4,043 | | Accrued payroll | $5,956 | $5,187 | | Operating lease liabilities | $20,316 | $19,707 | | Other | $30 | $44 | | **Total Other accrued liabilities** | **$46,878** | **$46,880** | NOTE 7. SUPPLEMENTAL BALANCE SHEET INFORMATION Summary | Asset Retirement Obligations (in thousands) | | :---------------------------------------- | :------------ | | As of December 31, 2024 | $5,313 | | Accretion expense | $67 | | **Ending asset retirement obligations** | **$5,380** | [NOTE 8. PARTNERS' CAPITAL (DEFICIT)](index=16&type=section&id=NOTE%208.%20PARTNERS%27%20CAPITAL%20(DEFICIT)) - As of June 30, 2025, Partners' capital (deficit) consisted of **39,055,086** common limited partner units (**98%** interest) and a **2%** general partner interest held by MMGP[49](index=49&type=chunk) - Martin Resource Management Corporation owned approximately **19.6%** of the Partnership's outstanding common limited partner units[49](index=49&type=chunk) NOTE 8. PARTNERS' CAPITAL (DEFICIT) Summary | Net Income (Loss) Allocation (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $(2,407) | $3,780 | $(3,440) | $7,053 | | Less general partner's interest | $(48) | $76 | $(77) | $133 | | Less income (loss) allocable to unvested restricted units | $(10) | $16 | $(14) | $28 | | **Limited partners' interest in net income (loss)** | **$(2,349)** | **$3,688** | **$(3,357)** | **$6,884** | NOTE 8. PARTNERS' CAPITAL (DEFICIT) Summary | Weighted Average Limited Partner Units | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic | 38,892,347 | 38,832,222 | 38,887,692 | 38,833,039 | | Diluted | 38,892,347 | 38,891,375 | 38,887,692 | 38,872,192 | [NOTE 9. UNIT BASED AWARDS - LONG-TERM INCENTIVE PLANS](index=17&type=section&id=NOTE%209.%20UNIT%20BASED%20AWARDS%20-%20LONG-TERM%20INCENTIVE%20PLANS) - Total unit-based compensation expense decreased significantly for the three months ended June 30, 2025, by **$1.084 million (75%)** and for the six months ended June 30, 2025, by **$0.128 million (9.7%)** compared to the prior year, primarily due to lower phantom unit awards for employees[56](index=56&type=chunk) - The 2025 Phantom Unit Plan superseded the 2021 Plan, granting **1,210,000** phantom units and **425,000** phantom unit appreciation rights on February 11, 2025, with awards settling in cash and treated as liability classification[62](index=62&type=chunk)[64](index=64&type=chunk) - As of June 30, 2025, the total liability for outstanding phantom unit awards was **$4.585 million**, with **$5.009 million** in unrecognized compensation costs expected to be recognized over **1.74 years**[65](index=65&type=chunk) NOTE 9. UNIT BASED AWARDS - LONG-TERM INCENTIVE PLANS Summary | Unit-Based Compensation Expense (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Restricted unit Awards (Non-employee directors) | $47 | $49 | $90 | $103 | | Phantom unit Awards (Employees) | $313 | $1,395 | $1,106 | $1,221 | | **Total unit-based compensation expense** | **$360** | **$1,444** | **$1,196** | **$1,324** | [NOTE 10. RELATED PARTY TRANSACTIONS](index=20&type=section&id=NOTE%2010.%20RELATED%20PARTY%20TRANSACTIONS) - Martin Resource Management Corporation (MRMC) controls the Partnership's general partner and owns approximately **19.6%** of the Partnership's common units, giving it significant influence over management[72](index=72&type=chunk) - The Omnibus Agreement governs competition, indemnification, related party transactions, and administrative services, requiring the Partnership to reimburse MRMC for direct and indirect expenses[73](index=73&type=chunk)[76](index=76&type=chunk) NOTE 10. RELATED PARTY TRANSACTIONS Summary | Related Party Revenues (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Terminalling and storage | $18,221 | $18,078 | $35,483 | $36,627 | | Transportation | $7,320 | $8,318 | $15,290 | $16,919 | | Product sales | $1,040 | $123 | $2,340 | $252 | | **Total Related Party Revenues** | **$26,581** | **$26,519** | **$53,113** | **$53,798** | NOTE 10. RELATED PARTY TRANSACTIONS Summary | Related Party Expenses (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of products sold | $10,464 | $11,311 | $19,595 | $20,895 | | Operating expenses | $27,823 | $26,501 | $55,388 | $52,924 | | Selling, general and administrative | $8,135 | $8,638 | $16,027 | $15,501 | | **Total Related Party Expenses** | **$46,422** | **$46,450** | **$91,010** | **$89,320** | [NOTE 11. BUSINESS SEGMENTS](index=25&type=section&id=NOTE%2011.%20BUSINESS%20SEGMENTS) - The Partnership operates in four reportable segments: Terminalling and Storage, Transportation, Sulfur Services, and Specialty Products, with performance evaluated based on operating income[99](index=99&type=chunk) - Total operating income decreased by **$5.044 million (25.3%)** for the three months ended June 30, 2025, and by **$8.537 million (22.6%)** for the six months ended June 30, 2025, compared to the prior year, with significant declines in Transportation and Terminalling and Storage segments[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) NOTE 11. BUSINESS SEGMENTS Summary | Segment Operating Income (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Terminalling and Storage | $3,000 | $3,302 | $5,110 | $6,959 | | Transportation | $6,217 | $8,036 | $11,723 | $17,867 | | Sulfur Services | $5,969 | $7,463 | $13,685 | $11,148 | | Specialty Products | $3,634 | $4,945 | $7,379 | $9,503 | | Indirect selling, general and administrative | $(3,937) | $(3,819) | $(8,612) | $(7,655) | | **Total Operating Income** | **$14,883** | **$19,927** | **$29,285** | **$37,822** | NOTE 11. BUSINESS SEGMENTS Summary | Segment Assets (in thousands) | June 30, 2025 | June 30, 2024 | | :---------------------------- | :------------ | :------------ | | Terminalling and Storage | $159,001 | $179,047 | | Transportation | $162,974 | $164,571 | | Sulfur Services | $128,266 | $112,644 | | Specialty Products | $65,391 | $78,816 | | **Total Segment Assets** | **$515,632** | **$535,078** | [NOTE 12. COMMITMENTS AND CONTINGENCIES](index=30&type=section&id=NOTE%2012.%20COMMITMENTS%20AND%20CONTINGENCIES) - The Partnership is involved in a legal proceeding (Marketing Lawsuits) where a customer is seeking defense and indemnity related to alleged unlawful business practices concerning private label motor oil[110](index=110&type=chunk) - The Litigation, administratively closed in 2017 and reopened in 2021, involves counterclaims against the Partnership, with a trial expected in 2026. The ultimate exposure is currently undeterminable[110](index=110&type=chunk) [NOTE 13. FAIR VALUE MEASUREMENTS](index=30&type=section&id=NOTE%2013.%20FAIR%20VALUE%20MEASUREMENTS) - The Partnership uses a valuation framework based on observable and unobservable market inputs, categorized into Level 1, Level 2, and Level 3 hierarchy[111](index=111&type=chunk)[112](index=112&type=chunk) - The fair value of the 2028 Notes is considered Level 2, based on quoted prices for identical liabilities in markets that are not active[114](index=114&type=chunk) NOTE 13. FAIR VALUE MEASUREMENTS Summary | Financial Instrument (in thousands) | June 30, 2025 Carrying Value | June 30, 2025 Fair Value | December 31, 2024 Carrying Value | December 31, 2024 Fair Value | | :-------------------------------- | :----------------------------- | :----------------------- | :------------------------------- | :--------------------------- | | 2028 Notes | $388,586 | $422,684 | $386,377 | $436,172 | [NOTE 14. INVESTMENT IN DSM SEMICHEM LLC](index=31&type=section&id=NOTE%2014.%20INVESTMENT%20IN%20DSM%20SEMICHEM%20LLC) - The Partnership holds a **10%** non-controlling interest in DSM Semichem LLC, a joint venture formed to produce and distribute electronic level sulfuric acid (ELSA), and is the exclusive feedstock provider and land transportation service provider for ELSA[115](index=115&type=chunk) - DSM Semichem LLC reported a net loss of **$(7,999) thousand** for the six months ended June 30, 2025, significantly higher than the **$(1,880) thousand** loss in the prior year[116](index=116&type=chunk)[117](index=117&type=chunk) NOTE 14. INVESTMENT IN DSM SEMICHEM LLC Summary | DSM Semichem LLC Financials (in thousands) | As of June 30, 2025 | As of December 31, 2024 | Six Months Ended June 30, 2025 Net Income (Loss) | Six Months Ended June 30, 2024 Net Income (Loss) | | :----------------------------------------- | :------------------ | :---------------------- | :------------------------------------------------ | :------------------------------------------------ | | Total Assets | $105,437 | $105,773 | N/A | N/A | | Long-Term Debt | $28,530 | $31,700 | N/A | N/A | | Members' Equity/Partners' Capital | $60,515 | $68,513 | N/A | N/A | | Revenues | N/A | N/A | $0 | $0 | | Net Income (Loss) | N/A | N/A | $(7,999) | $(1,880) | [NOTE 15. CONDENSED CONSOLIDATED FINANCIAL INFORMATION](index=32&type=section&id=NOTE%2015.%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20INFORMATION) - The Partnership's operations are conducted by its operating subsidiaries, which have issued and may issue unconditional guarantees of the Partnership's senior or subordinated debt securities[118](index=118&type=chunk) - Substantially all operating subsidiaries are subsidiary guarantors of the Senior Notes, with any non-guarantor subsidiaries being minor[118](index=118&type=chunk) [NOTE 16. INCOME TAXES](index=32&type=section&id=NOTE%2016.%20INCOME%20TAXES) - The effective income tax rate (ETR) for the Taxable Subsidiary increased significantly to **64.50%** for the three months ended June 30, 2025 (from **30.68%** in 2024) and to **50.84%** for the six months ended June 30, 2025 (from **22.94%** in 2024)[120](index=120&type=chunk) - The increase in ETR and provision for income taxes was primarily due to an increase in permanent differences and a decrease in income before income taxes[121](index=121&type=chunk) NOTE 16. INCOME TAXES Summary | Income Tax Expense (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Provision for income taxes | $2,084 | $1,772 | $3,201 | $2,568 | [NOTE 17. SUBSEQUENT EVENTS](index=33&type=section&id=NOTE%2017.%20SUBSEQUENT%20EVENTS) - On July 16, 2025, the Partnership declared a quarterly cash distribution of **$0.005** per common unit for Q2 2025, payable on August 14, 2025[127](index=127&type=chunk) - The 'One Big Beautiful Bill Act' enacted on July 4, 2025, is expected to result in an immaterial net increase in income tax expense for the Taxable Subsidiary in Q3 2025[128](index=128&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Partnership's financial condition, results of operations, and cash flows, covering business overview, recent developments, accounting policies, related party relationships, non-GAAP measures, segment performance, liquidity, and market risks [Overview](index=34&type=section&id=Overview) - The Partnership is a publicly traded limited partnership operating primarily in the U.S. Gulf Coast, with four core business lines: terminalling, processing, and storage; land and marine transportation; sulfur services; and NGL marketing/distribution and specialty lubricants/grease blending[130](index=130&type=chunk)[134](index=134&type=chunk) - Martin Resource Management Corporation (MRMC), the Partnership's founder, is a significant supplier and customer, owning **19.6%** of common units and controlling the general partner[131](index=131&type=chunk) [Significant Recent Developments](index=35&type=section&id=Significant%20Recent%20Developments) - In April 2025, the U.S. government announced new tariffs, including a **10%** baseline tariff and individualized reciprocal tariffs, which may affect raw material costs and availability or contribute to inflation[135](index=135&type=chunk) - On February 13, 2025, the Partnership amended its credit facility to modify interest coverage and first lien leverage ratios for fiscal quarters ending March 31, June 30, and September 30, 2025[136](index=136&type=chunk) [Critical Accounting Policies and Estimates](index=35&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - The preparation of financial statements requires management to make estimates and assumptions, which are routinely evaluated based on historical experience and other reasonable factors[139](index=139&type=chunk) - Changes in these estimates could materially affect the Partnership's financial position, results of operations, or cash flows[139](index=139&type=chunk) [Our Relationship with Martin Resource Management Corporation](index=35&type=section&id=Our%20Relationship%20with%20Martin%20Resource%20Management%20Corporation) - Martin Resource Management Corporation (MRMC) owns **19.6%** of the Partnership's limited partner units and **100%** of the general partner, directing business operations and providing management expertise[142](index=142&type=chunk)[143](index=143&type=chunk) - The Partnership reimbursed MRMC **$42.8 million** for direct costs and expenses for the three months ended June 30, 2025 (vs. **$42.9 million** in 2024), and **$83.9 million** for the six months ended June 30, 2025 (vs. **$82.2 million** in 2024)[144](index=144&type=chunk) - Indirect general and administrative expenses reimbursed to MRMC were **$3.4 million** for the three months and **$6.8 million** for the six months ended June 30, 2025 and 2024, respectively, covering centralized corporate functions[145](index=145&type=chunk) - Related party transactions accounted for approximately **28%** of total costs and expenses for the three months ended June 30, 2025, and **26%** for the six months ended June 30, 2025. Sales to MRMC represented **15%** and **14%** of total revenues for the respective periods[149](index=149&type=chunk)[150](index=150&type=chunk) [Non-GAAP Financial Measures](index=38&type=section&id=Non-GAAP%20Financial%20Measures) - Management uses non-GAAP financial measures such as EBITDA, Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow to assess business performance and liquidity[154](index=154&type=chunk) - Adjusted EBITDA decreased by **$4.564 million (14.4%)** for the three months ended June 30, 2025, and by **$7.142 million (11.5%)** for the six months ended June 30, 2025, compared to the prior year[163](index=163&type=chunk) - Adjusted Free Cash Flow improved significantly, increasing from a deficit of **$(2,855) thousand** to a positive **$5,877 thousand** for the three months, and from **$(3,440) thousand** to **$14,032 thousand** for the six months ended June 30, 2025, primarily due to lower investing activities[165](index=165&type=chunk) Non-GAAP Financial Measures Summary | Non-GAAP Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | EBITDA | $26,923 | $32,616 | $53,930 | $63,176 | | Adjusted EBITDA | $27,148 | $31,712 | $54,976 | $62,118 | | Distributable Cash Flow | $6,672 | $9,534 | $15,760 | $15,180 | | Adjusted Free Cash Flow | $5,877 | $(2,855) | $14,032 | $(3,440) | [Results of Operations](index=41&type=section&id=Results%20of%20Operations) [Terminalling and Storage Segment](index=43&type=section&id=Terminalling%20and%20Storage%20Segment) - Operating income for the Terminalling and Storage segment decreased by **$0.302 million (9%)** for the three months and **$1.849 million (27%)** for the six months ended June 30, 2025, compared to the prior year[171](index=171&type=chunk)[174](index=174&type=chunk) - The decrease in operating income was primarily due to lower throughput fees and volumes at the underground storage terminal, and a significant reduction in gain on disposition of property, plant and equipment[171](index=171&type=chunk)[174](index=174&type=chunk) Terminalling and Storage Segment Summary | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $24,228 | $24,402 | $47,642 | $48,687 | | Operating income | $3,000 | $3,302 | $5,110 | $6,959 | [Transportation Segment](index=44&type=section&id=Transportation%20Segment) - Operating income for the Transportation segment decreased by **$1.819 million (23%)** for the three months and **$6.144 million (34%)** for the six months ended June 30, 2025, compared to the prior year[177](index=177&type=chunk)[181](index=181&type=chunk) - Revenue declines were driven by lower land transportation freight revenue (**5-6%** decrease in total miles) and inland marine transportation rates, partially offset by higher offshore marine rates[178](index=178&type=chunk)[181](index=181&type=chunk) Transportation Segment Summary | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $57,701 | $61,467 | $115,176 | $123,509 | | Operating income | $6,217 | $8,036 | $11,723 | $17,867 | [Sulfur Services Segment](index=46&type=section&id=Sulfur%20Services%20Segment) - Operating income for the Sulfur Services segment decreased by **$1.494 million (20%)** for the three months ended June 30, 2025, but increased by **$2.537 million (23%)** for the six months ended June 30, 2025, compared to the prior year[184](index=184&type=chunk)[189](index=189&type=chunk) - Product revenues increased significantly due to a **40-41%** increase in sales volumes (especially sulfur), despite a **6-15%** reduction in average sales prices. Cost of products sold also increased due to higher volumes[185](index=185&type=chunk)[186](index=186&type=chunk)[190](index=190&type=chunk)[191](index=191&type=chunk) Sulfur Services Segment Summary | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $44,128 | $37,193 | $92,832 | $70,874 | | Operating income | $5,969 | $7,463 | $13,685 | $11,148 | | Total sulfur services volumes (long tons) | 217 | 155 | 447 | 318 | [Specialty Products Segment](index=48&type=section&id=Specialty%20Products%20Segment) - Operating income for the Specialty Products segment decreased by **$1.311 million (27%)** for the three months and **$2.124 million (22%)** for the six months ended June 30, 2025, compared to the prior year[194](index=194&type=chunk)[198](index=198&type=chunk) - Revenue decreased despite a **4-5%** increase in sales volumes (driven by NGLs), primarily due to a significant decline in average sales prices per barrel (**8-15%**)[194](index=194&type=chunk)[198](index=198&type=chunk) Specialty Products Segment Summary | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Products revenues | $60,341 | $67,317 | $129,669 | $133,663 | | Operating income | $3,634 | $4,945 | $7,379 | $9,503 | | Total specialty products volumes (Bbls) | 661 | 633 | 1,406 | 1,334 | [Interest Expense](index=50&type=section&id=Interest%20Expense) - Total interest expense, net, increased by **$0.231 million (2%)** for the three months and **$0.496 million (2%)** for the six months ended June 30, 2025, compared to the prior year[201](index=201&type=chunk)[202](index=202&type=chunk) - The increase was primarily driven by higher interest on the credit facility for the six-month period and a significant decrease in capitalized interest[202](index=202&type=chunk) Interest Expense Summary | Interest Expense, Net (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Credit facility | $1,382 | $1,398 | $2,854 | $2,568 | | Senior notes | $11,627 | $11,627 | $22,616 | $22,744 | | Amortization of deferred debt issuance costs | $779 | $773 | $1,556 | $1,539 | | Amortization of debt discount | $600 | $600 | $1,200 | $1,200 | | Capitalized interest | $(45) | $(291) | $(45) | $(433) | | **Total interest expense, net** | **$14,608** | **$14,377** | **$28,715** | **$28,219** | [Indirect Selling, General and Administrative Expenses](index=50&type=section&id=Indirect%20Selling,%20General%20and%20Administrative%20Expenses) - Indirect SG&A expenses increased by **$0.118 million (3%)** for the three months and **$0.957 million (13%)** for the six months ended June 30, 2025, compared to the prior year[203](index=203&type=chunk)[204](index=204&type=chunk) - The six-month increase was primarily due to **$0.8 million** in transaction expenses related to the terminated Merger with Martin Resource Management Corporation, in addition to higher allocated overhead expenses[204](index=204&type=chunk) Indirect Selling, General and Administrative Expenses Summary | Indirect SG&A (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Indirect selling, general and administrative expenses | $3,937 | $3,819 | $8,612 | $7,655 | [Liquidity and Capital Resources](index=52&type=section&id=Liquidity%20and%20Capital%20Resources) [Cash Flows - Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024](index=52&type=section&id=Cash%20Flows%20-%20Six%20Months%20Ended%20June%2030,%202025%20Compared%20to%20Six%20Months%20Ended%20June%2030,%202024) - Net cash provided by operating activities increased by **$2.959 million (13%)** due to a favorable variance in working capital changes, offsetting a decrease in operating results[210](index=210&type=chunk) - Net cash used in investing activities decreased by **$25.170 million (68%)** due to lower capital expenditures, plant turnaround costs, and reduced investment in DSM Semichem LLC[211](index=211&type=chunk) - Net cash from financing activities shifted from a **$15.163 million** inflow to a **$12.975 million** outflow, primarily due to increased debt repayments and decreased new borrowings[212](index=212&type=chunk) Cash Flows - Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024 Summary | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Variance | | :-------------------------------- | :----------------------------- | :----------------------------- | :------- | | Operating activities | $24,896 | $21,937 | $2,959 | | Investing activities | $(11,929) | $(37,099) | $25,170 | | Financing activities | $(12,975) | $15,163 | $(28,138)| | **Net increase (decrease) in cash** | **$(8)** | **$1** | **$(9)** | [Total Contractual Obligations](index=52&type=section&id=Total%20Contractual%20Obligations) - As of June 30, 2025, total contractual cash obligations amounted to **$642.576 million**, with the majority (**$553.781 million**) due within 1-3 years, primarily from the credit facility and senior secured notes[213](index=213&type=chunk) Total Contractual Obligations Summary | Type of Obligation (in thousands) | Total Obligation | Less than One Year | 1-3 Years | 3-5 Years | Due Thereafter | | :-------------------------------- | :--------------- | :----------------- | :-------- | :-------- | :------------- | | Credit facility | $41,000 | — | $41,000 | — | — | | 11.5% senior secured notes, due 2028 | $400,000 | — | $400,000 | — | — | | Operating leases | $81,580 | $25,742 | $38,819 | $13,271 | $3,748 | | Finance lease obligations | $62 | $15 | $32 | $15 | — | | Interest payable on fixed long-term debt obligations | $119,926 | $46,000 | $73,926 | — | — | | **Total contractual cash obligations** | **$642,576** | **$71,761** | **$553,781**| **$13,286** | **$3,748** | [Description of Our Indebtedness](index=53&type=section&id=Description%20of%20Our%20Indebtedness) - As of June 30, 2025, the Partnership had **$41.0 million** outstanding under its **$150.0 million** credit facility (maturing Feb 2027) and **$0.7 million** in outstanding letters of credit, leaving **$31.3 million** in additional borrowing capacity after covenants[216](index=216&type=chunk)[222](index=222&type=chunk) - The credit facility's financial covenants require a minimum Interest Coverage Ratio of **1.75:1.00** and a maximum First Lien Leverage Ratio of **1.25:1.00** for Q2 and Q3 2025, tightening thereafter[218](index=218&type=chunk) [Capital Resources and Liquidity](index=53&type=section&id=Capital%20Resources%20and%20Liquidity) - Primary liquidity sources include cash flows from operations, borrowings under the credit facility, and access to debt and equity capital markets[209](index=209&type=chunk)[223](index=223&type=chunk) - The Partnership was in compliance with all debt covenants as of June 30, 2025, and expects to remain so for the next twelve months[224](index=224&type=chunk) [Interest Rate Risk](index=54&type=section&id=Interest%20Rate%20Risk) - The Partnership is exposed to interest rate risk on its variable-rate credit facility (**7.94%** weighted-average at June 30, 2025). A **100** basis point increase in interest rates would increase annual interest expense by approximately **$0.4 million**[225](index=225&type=chunk)[234](index=234&type=chunk) - The 2028 Notes are at a fixed rate, but a hypothetical **100** basis point increase in interest rates would result in a **$6.7 million** decrease in their fair value[235](index=235&type=chunk) [Seasonality](index=54&type=section&id=Seasonality) - Revenues are partially dependent on seasonal sales prices of NGLs (strongest in winter) and fertilizers (strongest in early spring)[226](index=226&type=chunk) - Terminalling and Storage, Transportation, and molten sulfur businesses are typically not impacted by seasonal fluctuations, contributing significantly to net income[226](index=226&type=chunk) [Impact of Inflation](index=54&type=section&id=Impact%20of%20Inflation) - Inflation did not materially impact results for the six months ended June 30, 2025 or 2024[227](index=227&type=chunk) - Future increases in energy prices (diesel, natural gas, chemicals) could raise operating expenses and adversely affect net income if not passed on to customers[227](index=227&type=chunk) [Environmental Matters](index=54&type=section&id=Environmental%20Matters) - On June 15, 2024, the Partnership experienced a crude oil spill (less than **2,500** barrels) from its Sandyland Terminal pipeline, incurring a **$1.5 million** deductible expense in Q2 2024[229](index=229&type=chunk) - Remedial actions for the spill were completed under ADEE oversight by October 2024, with no fines or penalties assessed as of July 21, 2025[229](index=229&type=chunk) - The SEC's climate disclosure regulations are voluntarily delayed due to litigation, with the SEC ending its defense of the rules and the Eighth Circuit holding cases in abeyance[231](index=231&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section updates the Partnership's exposure to market risks, specifically commodity risk and interest rate risk, building upon disclosures in the annual report - The Partnership manages commodity price fluctuation risk using derivatives, but had no outstanding hedging positions as of June 30, 2025[233](index=233&type=chunk) - Interest rate risk primarily stems from the variable-rate credit facility. A **100** basis point increase in interest rates would increase annual interest expense by approximately **$0.4 million**[234](index=234&type=chunk) - The fixed-rate 2028 Notes are not exposed to interest rate changes, but a **100** basis point increase would decrease their fair value by **$6.7 million**[235](index=235&type=chunk) [Item 4. Controls and Procedures](index=57&type=section&id=Item%204.%20Controls%20and%20Procedures) This section reports on the effectiveness of the Partnership's disclosure controls and procedures and internal controls over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of June 30, 2025[237](index=237&type=chunk) - There were no material changes in internal controls over financial reporting during the most recent fiscal quarter[238](index=238&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to the detailed discussion of legal proceedings, claims, and disputes in the notes to the financial statements - The Partnership is subject to various legal proceedings in the ordinary course of business, with details incorporated by reference from 'Item 1. Financial Statements, Note 12. Commitments and Contingencies'[240](index=240&type=chunk) [Item 1A. Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes to the risk factors previously disclosed in the Partnership's annual report - No material changes to the Partnership's risk factors have occurred since the Annual Report on Form 10-K for the year ended December 31, 2024[241](index=241&type=chunk) [Item 5. Other Information](index=58&type=section&id=Item%205.%20Other%20Information) This section provides information regarding trading arrangements by directors and officers - No director or officer adopted, modified, or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the three months ended June 30, 2025[242](index=242&type=chunk) [Item 6. Exhibits](index=58&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the quarterly report, including organizational documents, debt indentures, certifications, and interactive data files - The report includes an Index to Exhibits, detailing various documents such as the Certificate of Limited Partnership, Amended and Restated Agreement of Limited Partnership, Indenture for Senior Secured Second Lien Notes, and Certifications of Chief Executive and Financial Officers[243](index=243&type=chunk)[245](index=245&type=chunk) ```

Q2 2025 Performance - Adjusted EBITDA for Q2 2025 was $27.1 million[3], compared to $31.7 million in Q2 2024[3, 4], a decrease of 14.5% - The Transportation segment's Adjusted EBITDA decreased from $11.2 million in Q2 2024 to $8.5 million in Q2 2025[3, 4], a decrease of 24.1% - The Specialty Products segment's Adjusted EBITDA decreased from $5.7 million in Q2 2024 to $4.4 million in Q2 2025[3, 4], a decrease of 22.8% - The Sulfur Services segment's Adjusted EBITDA decreased from $10.6 million in Q2 2024 to $9.7 million in Q2 2025[3, 4], a decrease of 8.5% - The Terminalling & Storage segment's Adjusted EBITDA increased from $8.0 million in Q2 2024 to $8.4 million in Q2 2025[3, 4], an increase of 5% Full-Year 2025 Guidance - The company projects a full-year 2025 Adjusted EBITDA of $109.1 million[5] - Total segment adjusted EBITDA is projected to be $123.8 million[5] - Maintenance capital expenditures are estimated at $20.5 million, and plant turnaround costs at $5.4 million[5] - Total distributable cash flow is projected to be $27.8 million[5] - Total adjusted free cash flow is projected to be $18.8 million[5]

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) Martin Midstream Partners reported Q2 2025 financial results, including a net loss and Adjusted EBITDA, with CEO commentary on segment performance and outlook [Q2 2025 Financial Highlights](index=1&type=section&id=Q2%202025%20Financial%20Highlights) Martin Midstream Partners reported a Q2 2025 net loss of **$2.4 million** and Adjusted EBITDA of **$27.1 million**, reaffirming full-year guidance Q2 2025 Financial Highlights Summary | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--------------------------------- | :------------------------------- | :----------------------------- | | Net loss | $2.4 million | $3.4 million | | Adjusted EBITDA | $27.1 million | $55.0 million | - Reaffirmed full-year adjusted EBITDA guidance of **$109.1 million**[2](index=2&type=chunk)[8](index=8&type=chunk) - Declared a quarterly cash distribution of **$0.005 per common unit**[8](index=8&type=chunk)[26](index=26&type=chunk) [CEO Commentary & Outlook](index=1&type=section&id=CEO%20Commentary%20%26%20Outlook) CEO Bob Bondurant noted strong Sulfur Services, marine utilization issues, mixed Specialty Products, and stable Terminalling and Storage, anticipating Q4 leverage decline - Sulfur Services segment delivered sales volumes and margins exceeding internal projections, positioning for a successful first half before Q3 turnaround season[3](index=3&type=chunk) - Transportation segment's marine business utilization was slightly below expectations due to equipment repairs, while land transportation partially offset this with lower operating expenses despite rate pressure[4](index=4&type=chunk) - Specialty Products experienced temporary volume reductions in grease due to customer portfolio shifts, but lubricants business exceeded expectations[5](index=5&type=chunk) - Terminalling and Storage segment results were slightly below internal projections due to higher operating expenses but are expected to perform favorably in the second half of the year[6](index=6&type=chunk) - Adjusted leverage ratio was **4.20x** as of June 30, 2025, compared to **4.21x** as of March 31, 2025, with expectations for leverage to decline in Q4 after a seasonally weakest Q3[7](index=7&type=chunk) [Segment Operating Results](index=2&type=section&id=Segment%20Operating%20Results) This section details the financial performance and operational drivers across the Partnership's business segments [Overview of Segment Performance](index=2&type=section&id=Overview%20of%20Segment%20Performance) Q2 2025 Adjusted EBITDA declined across most segments compared to Q2 2024, with only Terminalling and Storage showing an increase Adjusted EBITDA by Business Segment (Q2 2025 vs Q2 2024) | Business Segment | Q2 2025 Adjusted EBITDA ($M) | Q2 2024 Adjusted EBITDA ($M) | Change ($M) | | :----------------------- | :--------------------------- | :--------------------------- | :---------- | | Transportation | $8.5 | $11.2 | $(2.7) | | Terminalling and Storage | $8.4 | $8.0 | $0.4 | | Sulfur Services | $9.7 | $10.6 | $(0.9) | | Specialty Products | $4.4 | $5.7 | $(1.3) | | Unallocated SG&A | $(3.9) | $(3.8) | $(0.1) | | **Total** | **$27.1** | **$31.7** | **$(4.6)** | [Transportation Segment](index=2&type=section&id=Transportation%20Segment) The Transportation segment's Q2 2025 Adjusted EBITDA decreased, primarily due to land division declines, partially offset by a slight marine division increase - Transportation Adjusted EBITDA decreased by **$2.7 million** in Q2 2025[11](index=11&type=chunk) - Land division Adjusted EBITDA declined by **$2.8 million** due to lower miles and reduced transportation rates, partially offset by lower operating expenses[11](index=11&type=chunk) - Marine division Adjusted EBITDA increased by **$0.1 million**, driven by higher day rates, partially offset by increased employee-related expenses[11](index=11&type=chunk) Transportation Segment Operating Income (Q2 2025 vs Q2 2024) | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | Variance ($ thousands) | Change (%) | | :------------------------------------------ | :-------------------- | :-------------------- | :--------------------- | :--------- | | Revenues | $57,701 | $61,467 | $(3,766) | (6)% | | Operating income | $6,217 | $8,036 | $(1,819) | (23)% | [Terminalling and Storage Segment](index=2&type=section&id=Terminalling%20and%20Storage%20Segment) The Terminalling and Storage segment's Q2 2025 Adjusted EBITDA increased, driven by the Smackover refinery's performance, despite a decrease in underground NGL storage - Terminalling and Storage Adjusted EBITDA increased by **$0.4 million** in Q2 2025[12](index=12&type=chunk) - Smackover refinery Adjusted EBITDA increased by **$0.9 million** due to higher throughput, reservation fees, and lower operating expenses[12](index=12&type=chunk) - Underground NGL storage division Adjusted EBITDA decreased by **$0.5 million** due to lower throughput volumes[12](index=12&type=chunk) Terminalling and Storage Segment Operating Income (Q2 2025 vs Q2 2024) | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | Variance ($ thousands) | Change (%) | | :------------------------------------------ | :-------------------- | :-------------------- | :--------------------- | :--------- | | Revenues | $24,402 | $24,228 | $(174) | (1)% | | Operating income | $3,302 | $3,000 | $(302) | (9)% | | Shore-based throughput volumes (gallons) | 47,199 | 42,491 | 4,708 | 11% | [Sulfur Services Segment](index=2&type=section&id=Sulfur%20Services%20Segment) The Sulfur Services segment's Q2 2025 Adjusted EBITDA decreased, primarily due to margin compression in fertilizer and increased expenses in pure sulfur and prilling - Sulfur Services Adjusted EBITDA decreased by **$0.9 million** in Q2 2025[13](index=13&type=chunk) - Fertilizer division Adjusted EBITDA declined by **$0.7 million** due to margin compression from higher raw material costs, partially offset by reservation fees[13](index=13&type=chunk) - Pure sulfur business Adjusted EBITDA decreased by **$0.6 million** due to increased repairs and maintenance expenses[13](index=13&type=chunk) Sulfur Services Segment Operating Income and Volumes (Q2 2025 vs Q2 2024) | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | Variance ($ thousands) | Change (%) | | :-------------------------------- | :-------------------- | :-------------------- | :--------------------- | :--------- | | Total revenues | $44,128 | $37,193 | $6,935 | 19% | | Operating income | $5,969 | $7,463 | $(1,494) | (20)% | | Total sulfur services volumes (long tons) | 217 | 155 | 62 | 40% | [Specialty Products Segment](index=2&type=section&id=Specialty%20Products%20Segment) The Specialty Products segment's Q2 2025 Adjusted EBITDA decreased, mainly due to lower grease margins, partially offset by higher lubricant volumes - Specialty Products Adjusted EBITDA decreased by **$1.3 million** in Q2 2025[14](index=14&type=chunk) - Grease division Adjusted EBITDA decreased by **$1.5 million** due to lower margins associated with a higher mix of lower-margin product sales[14](index=14&type=chunk) - Lubricants division increased by **$0.1 million**, reflecting higher volumes partially offset by lower margins[14](index=14&type=chunk) Specialty Products Segment Operating Income and Volumes (Q2 2025 vs Q2 2024) | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | Variance ($ thousands) | Change (%) | | :-------------------------------- | :-------------------- | :-------------------- | :--------------------- | :--------- | | Products revenues | $60,341 | $67,317 | $(6,976) | (10)% | | Operating income | $3,634 | $4,945 | $(1,311) | (27)% | | Total specialty products volumes (Bbls) | 661 | 633 | 28 | 4% | [Unallocated Selling, General and Administrative Expense](index=2&type=section&id=Unallocated%20Selling%2C%20General%20and%20Administrative%20Expense) Unallocated selling, general, and administrative expenses increased by **$0.1 million** in Q2 2025, primarily due to an increase in allocated overhead expenses from Martin Resource Management Corporation - Unallocated selling, general, and administrative expense increased by **$0.1 million** in Q2 2025[15](index=15&type=chunk) - The increase was due to higher allocated overhead expenses from Martin Resource Management Corporation[15](index=15&type=chunk) Indirect SG&A Expenses (Q2 2025 vs Q2 2024) | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | Variance ($ thousands) | Change (%) | | :-------------------------------- | :-------------------- | :-------------------- | :--------------------- | :--------- | | Indirect selling, general and administrative expenses | $3,937 | $3,819 | $118 | 3% | [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) This section presents the Partnership's consolidated statements of operations, balance sheets, cash flows, and changes in partners' capital [Consolidated Statements of Operations](index=3&type=section&id=Consolidated%20Statements%20of%20Operations) Q2 2025 saw total revenues decrease to **$180.7 million**, resulting in a net loss of **$2.4 million** and reduced operating income compared to Q2 2024 Consolidated Statements of Operations Summary (Q2 2025 vs Q2 2024) | Metric | Three Months Ended June 30, 2025 ($M) | Three Months Ended June 30, 2024 ($M) | | :--------------------------------- | :------------------------------------ | :------------------------------------ | | Revenues | $180.7 | $184.5 | | Operating income | $14.9 | $19.9 | | Net income (loss) | $(2.4) | $3.8 | | Net income (loss) Per Unit | $(0.06) | $0.09 | Consolidated Statements of Operations Summary (Six Months Ended June 30, 2025 vs 2024) | Metric | Six Months Ended June 30, 2025 ($M) | Six Months Ended June 30, 2024 ($M) | | :--------------------------------- | :---------------------------------- | :---------------------------------- | | Revenues | $373.2 | $365.4 | | Operating income | $29.3 | $37.8 | | Net income (loss) | $(3.4) | $7.1 | | Net income (loss) Per Unit | $(0.09) | $0.18 | [Consolidated Balance Sheets](index=7&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets and liabilities decreased, while Partners' capital (deficit) further declined to **$(74.2) million** Consolidated Balance Sheet Highlights (June 30, 2025 vs Dec 31, 2024) | Metric | June 30, 2025 ($ thousands) | December 31, 2024 ($ thousands) | | :--------------------------------- | :-------------------------- | :------------------------------ | | Total current assets | $121,603 | $130,479 | | Property, plant and equipment, net | $294,824 | $305,450 | | Total assets | $515,632 | $538,509 | | Total current liabilities | $107,689 | $115,501 | | Long-term debt, net | $427,821 | $437,635 | | Total liabilities | $589,819 | $608,948 | | Partners' capital (deficit) | $(74,187) | $(70,439) | [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities increased for the six months ended June 30, 2025, while investing activities decreased and financing activities shifted to a net use Consolidated Statements of Cash Flows (Six Months Ended June 30, 2025 vs 2024) | Cash Flow Activity | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :--------------------------------- | :------------------------------------------- | :------------------------------------------- | | Net cash provided by operating activities | $24,896 | $21,937 | | Net cash used in investing activities | $(11,929) | $(37,099) | | Net cash provided by (used in) financing activities | $(12,975) | $15,163 | | Net increase (decrease) in cash | $(8) | $1 | | Cash at end of period | $47 | $55 | - Payments for property, plant and equipment decreased to **$11.2 million** in 2025 from **$24.2 million** in 2024 for the six months ended June 30[51](index=51&type=chunk) - Payments of long-term debt were **$121.5 million** in 2025 compared to **$113.0 million** in 2024 for the six months ended June 30[51](index=51&type=chunk) [Consolidated Statements of Capital (Deficit)](index=10&type=section&id=Consolidated%20Statements%20of%20Capital%20%28Deficit%29) The Partners' Capital (Deficit) for Martin Midstream Partners decreased to **$(74.2) million** as of June 30, 2025, from **$(70.4) million** at December 31, 2024 Partners' Capital (Deficit) (June 30, 2025 vs Dec 31, 2024) | Metric | June 30, 2025 ($ thousands) | December 31, 2024 ($ thousands) | | :--------------------------------- | :-------------------------- | :------------------------------ | | Common Limited Units | 39,055,086 | 39,001,086 | | Limited Partner Amount | $(75,548) | $(71,877) | | General Partner Amount | $1,361 | $1,438 | | Total Partners' Capital (Deficit) | $(74,187) | $(70,439) | - Net loss contributed **$(2,359) thousand** to the change in Limited Partners' Capital for the three months ended June 30, 2025[47](index=47&type=chunk) - Cash distributions for the three months ended June 30, 2025, totaled **$(195) thousand** for common limited units[47](index=47&type=chunk) [Capital Structure & Shareholder Returns](index=4&type=section&id=Capital%20Structure%20%26%20Shareholder%20Returns) This section details the Partnership's capital structure, credit metrics, and quarterly cash distribution to unitholders [Capitalization and Credit Metrics](index=4&type=section&id=Capitalization%20and%20Credit%20Metrics) As of June 30, 2025, total debt decreased, but the adjusted leverage ratio increased, and available liquidity under the revolving credit facility significantly declined Debt Outstanding and Credit Metrics (June 30, 2025 vs Dec 31, 2024) | Metric | June 30, 2025 ($M) | December 31, 2024 ($M) | | :--------------------------------- | :----------------- | :--------------------- | | Revolving Credit Facility | $41.0 | $53.5 | | 11.50% Senior Secured Notes | $400.0 | $400.0 | | Total Debt Outstanding | $441.1 | $453.6 | | Revolving Credit Facility - Available Liquidity | $31.3 | $80.7 | | Total Adjusted Leverage Ratio | 4.20x | 3.96x | | Interest Coverage Ratio | 1.97x | 2.14x | - The Partnership was in compliance with all debt covenants as of June 30, 2025, and December 31, 2024[24](index=24&type=chunk) - Effective March 31, 2025, the maximum total leverage ratio under the credit facility stepped down from **4.75x** to **4.50x**[24](index=24&type=chunk) [Quarterly Cash Distribution](index=4&type=section&id=Quarterly%20Cash%20Distribution) Martin Midstream Partners declared a quarterly cash distribution of **$0.005 per unit** for the quarter ended June 30, 2025, payable on August 14, 2025, to unitholders of record as of August 7, 2025 - Declared a quarterly cash distribution of **$0.005 per unit** for Q2 2025[26](index=26&type=chunk) - The distribution is payable on August 14, 2025, to common unitholders of record as of August 7, 2025[26](index=26&type=chunk) - Distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate[27](index=27&type=chunk) [Non-GAAP Financial Information](index=3&type=section&id=Non-GAAP%20Financial%20Information) This section defines and reconciles the Partnership's non-GAAP financial measures, including EBITDA, Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow [Use and Definition of Non-GAAP Measures](index=3&type=section&id=Use%20and%20Definition%20of%20Non-GAAP%20Measures) Martin Midstream Partners uses non-GAAP measures like EBITDA, Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow to assess performance and liquidity, noting their limitations - Non-GAAP measures used include EBITDA, Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow[21](index=21&type=chunk)[31](index=31&type=chunk) - Adjusted EBITDA is defined as EBITDA before unit-based compensation, gains/losses on asset disposition, impairment, and transaction costs[33](index=33&type=chunk) - Distributable Cash Flow is defined as Net Cash Provided by Operating Activities less certain cash adjustments and maintenance capital expenditures, used to assess cash available for distributions[37](index=37&type=chunk) - Adjusted Free Cash Flow is Distributable Cash Flow less growth capital expenditures and finance lease principal payments, indicating cash available for debt reduction, investments, and distributions[38](index=38&type=chunk) - These non-GAAP measures should not be considered alternatives to, or more meaningful than, GAAP measures like Net Income (Loss) or Net Cash Provided by Operating Activities[34](index=34&type=chunk)[39](index=39&type=chunk) [Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA](index=17&type=section&id=Reconciliation%20of%20Net%20Income%20%28Loss%29%20to%20EBITDA%20and%20Adjusted%20EBITDA) Net Income (Loss) of **$(2.4) million** for Q2 2025 was reconciled to **$27.1 million** Adjusted EBITDA, with similar reconciliations for the six-month period Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA | Metric | Three Months Ended June 30, 2025 ($ thousands) | Three Months Ended June 30, 2024 ($ thousands) | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Net income (loss) | $(2,407) | $3,780 | $(3,440) | $7,053 | | EBITDA | $26,923 | $32,616 | $53,930 | $63,176 | | Adjusted EBITDA | $27,148 | $31,712 | $54,976 | $62,118 | [Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow](index=18&type=section&id=Reconciliation%20of%20Net%20Cash%20Provided%20by%20Operating%20Activities%20to%20Adjusted%20EBITDA%2C%20Distributable%20Cash%20Flow%2C%20and%20Adjusted%20Free%20Cash%20Flow) Net Cash Provided by Operating Activities for Q2 2025 was reconciled to Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow, with similar reconciliations for the six-month period Reconciliation of Cash Flow Measures | Metric | Three Months Ended June 30, 2025 ($ thousands) | Three Months Ended June 30, 2024 ($ thousands) | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Net cash provided by operating activities | $30,915 | $11,828 | $24,896 | $21,937 | | Adjusted EBITDA | $27,148 | $31,712 | $54,976 | $62,118 | | Distributable Cash Flow | $6,672 | $9,534 | $15,760 | $15,180 | | Adjusted Free Cash Flow | $5,877 | $(2,855) | $14,032 | $(3,440) | - Maintenance capital expenditures were **$4.2 million** for Q2 2025 and **$8.1 million** for the six months ended June 30, 2025[65](index=65&type=chunk) - Expansion capital expenditures were **$0.8 million** for Q2 2025 and **$1.7 million** for the six months ended June 30, 2025[65](index=65&type=chunk) [Additional Information](index=4&type=section&id=Additional%20Information) This section provides background on Martin Midstream Partners, outlines forward-looking statements, and lists investor contact information [About Martin Midstream Partners](index=4&type=section&id=About%20Martin%20Midstream%20Partners) Martin Midstream Partners L.P. is a publicly traded limited partnership headquartered in Kilgore, Texas, with diverse operations primarily in the U.S. Gulf Coast region - Headquartered in Kilgore, Texas, with operations primarily in the Gulf Coast region of the United States[28](index=28&type=chunk) - Terminalling, processing, and storage services for petroleum products and by-products[28](index=28&type=chunk) - Land and marine transportation services for petroleum products and by-products, chemicals, and specialty products[28](index=28&type=chunk)[29](index=29&type=chunk) - Sulfur and sulfur-based products processing, manufacturing, marketing, and distribution[28](index=28&type=chunk)[29](index=29&type=chunk) - Marketing, distribution, and transportation services for natural gas liquids and blending/packaging services for specialty lubricants and grease[28](index=28&type=chunk)[29](index=29&type=chunk) [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements subject to various uncertainties, and actual results may differ materially, with no obligation to revise them unless required by law - Statements about the Partnership's outlook and financial estimates are forward-looking and subject to uncertainties[30](index=30&type=chunk) - Effects of continued volatility of commodity prices and related macroeconomic/political environment[30](index=30&type=chunk) - Uncertainties relating to future cash flows and operations[30](index=30&type=chunk) - Ability to pay future distributions[30](index=30&type=chunk) - Future market conditions, governmental regulation, and taxation[30](index=30&type=chunk) - The Partnership disclaims any intention or obligation to revise forward-looking statements unless required by law[30](index=30&type=chunk) [Contact Information](index=6&type=section&id=Contact%20Information) Contact information for investor relations is provided for Sharon Taylor, Executive Vice President & Chief Financial Officer - Sharon Taylor - Executive Vice President & Chief Financial Officer[40](index=40&type=chunk) - Phone: (877) 256-6644[40](index=40&type=chunk) - Email: ir@mmlp.com[40](index=40&type=chunk)

Financial Performance - Total revenues for Q1 2025 were $192.543 million, an increase of 6.3% compared to $180.830 million in Q1 2024[17] - Net loss for Q1 2025 was $1.033 million, compared to a net income of $3.273 million in Q1 2024, representing a decline of 131.6%[17] - Operating income decreased to $14.402 million in Q1 2025 from $17.895 million in Q1 2024, a decrease of 19.1%[17] - For the three months ended March 31, 2025, total revenue was $169,539 thousand, a decrease of 10.5% compared to $189,830 thousand for the same period in 2024[31] - For the three months ended March 31, 2025, total consolidated revenues were $192,543 thousand, a decrease from $197,279 thousand in the same period of 2024, representing a decline of approximately 3.9%[96] Segment Performance - The terminalling and storage segment generated revenue of $21,549 thousand, down 4.3% from $22,517 thousand in the prior year[31] - The transportation segment reported revenue of $52,985 thousand, a decline of 9.5% from $58,307 thousand in the previous year[31] - Sulfur services segment revenue increased significantly to $48,704 thousand, up 44.6% from $33,681 thousand in the same quarter of 2024[31] - Specialty products segment revenue rose to $69,305 thousand, an increase of 4.5% compared to $66,325 thousand in the prior year[31] - The Terminalling and Storage segment generated revenues of $23,414 thousand, while the Transportation segment generated $57,475 thousand, and the Sulfur Services segment generated $48,704 thousand for the same period[105] Cash Flow and Assets - Cash at the end of Q1 2025 was $52 million, a slight decrease from $55 million at the end of Q4 2024[15] - Cash flows from operating activities were negative at $(6.019) million in Q1 2025, compared to positive cash flows of $10.109 million in Q1 2024[24] - Total current assets decreased to $129.646 million in Q1 2025 from $130.479 million in Q4 2024[15] - Total liabilities decreased to $605.038 million in Q1 2025 from $608.948 million in Q4 2024[15] - As of March 31, 2025, total long-term debt was $451,449 thousand, an increase from $437,635 thousand at December 31, 2024[41] Expenses and Liabilities - The company incurred interest expense of $14.107 million in Q1 2025, compared to $13.842 million in Q1 2024[17] - Operating expenses increased to $27,565 thousand in 2025 from $26,423 thousand in 2024, an increase of approximately 4.3%[97] - The Partnership's future minimum lease obligations total $79,471,000 as of March 31, 2025, with the first year obligation being $24,969,000[47] - As of March 31, 2025, total operating lease liabilities amounted to $68,998,000, up from $67,522,000 as of December 31, 2024, reflecting a 2.2% increase[47] Equity and Compensation - Weighted average limited partner units for Q1 2025 were 38,882,982, compared to 38,828,737 in Q1 2024[17] - The total unit-based compensation expense for the three months ended March 31, 2025, was $836,000, compared to a negative expense of $(120,000) in the same period of 2024, indicating a shift in compensation strategy[57] - The Partnership issued 54,000 Time-Based Restricted Units (TBRUs) during the three months ended March 31, 2025, with a grant-date fair value of $3.62 per unit[72] Tax and Deferred Tax - The effective income tax rate for the Taxable Subsidiary was 32.86% for the three months ended March 31, 2025, compared to 15.73% for the same period in 2024[118] - The provision for income taxes for the three months ended March 31, 2025, was $1,117,000, an increase from $796,000 in the same period in 2024[116] - A net deferred tax asset of $10,160 million existed at March 31, 2025, compared to $9,946 million at December 31, 2024[122] Corporate Governance and Management - Martin Resource Management Corporation owns approximately 16.3% of the Partnership's outstanding common limited partner units, maintaining a significant stake in the company[50] - The Partnership reimbursed Martin Resource Management Corporation $3,384,000 and $3,377,000 for indirect expenses for the three months ended March 31, 2025, and 2024, respectively[78] - The Conflicts Committee approved an annual reimbursement amount for indirect expenses of $13,536,000 for the year 2025[78] Risk Management - The Partnership is exposed to commodity risk and interest rate risk, with established hedging policies in place[208] - The Partnership had no outstanding hedging positions as of March 31, 2025, indicating a focus on managing commodity price fluctuations[209] - A 100 basis point increase in interest rates would increase interest expense by approximately $0.7 million annually due to unhedged floating rate debt[210]

[First Quarter 2025 Financial Results Overview](index=1&type=section&id=First%20Quarter%202025%20Financial%20Results%20Overview) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) Martin Midstream Partners reported a net loss of $1.0 million and decreased Adjusted EBITDA in Q1 2025, yet maintained full-year guidance and declared a $0.005 dividend Q1 2025 Key Financial Metrics vs. Q1 2024 | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net Income (Loss) (million) | $(1.0) | $3.3 | | Adjusted EBITDA (million) | $27.8 | $30.4 | | Quarterly Cash Dividend ($/unit) | $0.005 / unit | N/A | - The Partnership maintained its full-year adjusted EBITDA guidance of **$109.1 million**[4](index=4&type=chunk) - The Q1 2025 net loss includes **$0.8 million** of costs associated with the termination of the merger agreement with Martin Resource Management Corporation[4](index=4&type=chunk) [Management Commentary](index=1&type=section&id=Management%20Commentary) Management noted a "good start" to 2025, with strong Sulfur Services and propane, but expressed caution on geopolitical risks and noted higher expenses in Terminalling and Storage - Management is cautious about geopolitical uncertainty and trade tensions, which could indirectly impact the business, particularly the transportation segment, if proposed tariffs slow the U.S. economy[3](index=3&type=chunk) - The adjusted leverage ratio increased from **3.96x** at year-end 2024 to **4.21x** as of March 31, 2025, an expected increase due to semi-annual interest payments on outstanding notes[3](index=3&type=chunk) - Capital expenditures for the quarter included **$0.9 million** for growth and **$4.7 million** for maintenance[3](index=3&type=chunk) [Segment Performance Analysis](index=2&type=section&id=Segment%20Performance%20Analysis) [Segment Financial Summary](index=2&type=section&id=Segment%20Financial%20Summary) Sulfur Services saw significant Adjusted EBITDA growth in Q1 2025, while Transportation, Terminalling and Storage, and Specialty Products segments experienced declines Segment Operating Income and Adjusted EBITDA (in millions) | Business Segment | Operating Income Q1 2025 (million) | Operating Income Q1 2024 (million) | Adjusted EBITDA Q1 2025 (million) | Adjusted EBITDA Q1 2024 (million) | | :--- | :--- | :--- | :--- | :--- | | Transportation | $5.5 | $9.8 | $8.0 | $13.2 | | Terminalling and Storage | $2.1 | $3.7 | $7.7 | $9.0 | | Sulfur Services | $7.7 | $3.7 | $11.5 | $6.7 | | Specialty Products | $3.7 | $4.5 | $4.5 | $5.4 | [Transportation](index=2&type=section&id=Transportation) The Transportation segment's Adjusted EBITDA decreased by **$5.2 million**, driven by lower land division EBITDA and reduced marine utilization and day rates - Adjusted EBITDA for the Transportation segment decreased by **$5.2 million** compared to Q1 2024[5](index=5&type=chunk) [Terminalling and Storage](index=2&type=section&id=Terminalling%20and%20Storage) The Terminalling and Storage segment's Adjusted EBITDA decreased by **$1.3 million**, primarily due to increased operating expenses and lower throughput revenue - Adjusted EBITDA for the Terminalling and Storage segment decreased by **$1.3 million** compared to Q1 2024, mainly due to higher operating expenses[6](index=6&type=chunk) [Sulfur Services](index=2&type=section&id=Sulfur%20Services) The Sulfur Services segment's Adjusted EBITDA increased by **$4.8 million**, primarily driven by higher volumes and margins in the fertilizer division - Adjusted EBITDA for the Sulfur Services segment increased by **$4.8 million**, with the fertilizer division contributing a **$3.7 million** increase[7](index=7&type=chunk) [Specialty Products](index=2&type=section&id=Specialty%20Products) The Specialty Products segment's Adjusted EBITDA decreased by **$0.9 million**, primarily due to a **$1.2 million** decline in the grease division, partially offset by propane - Adjusted EBITDA for the Specialty Products segment decreased by **$0.9 million**, primarily due to a **$1.2 million** decline in the grease division[8](index=8&type=chunk) [Financial Statements and Key Metrics](index=3&type=section&id=Financial%20Statements%20and%20Key%20Metrics) [Consolidated Financial Results](index=3&type=section&id=Consolidated%20Financial%20Results) Q1 2025 consolidated results show a **$1.0 million** net loss and negative operating cash flow, contrasting with Q1 2024, though distributable cash flow increased Q1 2025 vs Q1 2024 Summary of Operations (in millions, except per unit amounts) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net Income (Loss) (million) | $(1.0) | $3.3 | | Net Income (Loss) Per Unit ($/unit) | $(0.03) | $0.08 | | Adjusted EBITDA (million) | $27.8 | $30.4 | | Net Cash Provided by (Used in) Operating Activities (million) | $(6.0) | $10.1 | | Distributable Cash Flow (million) | $9.1 | $5.6 | | Revenues (million) | $192.5 | $180.8 | [Capitalization and Liquidity](index=4&type=section&id=Capitalization%20and%20Liquidity) Total debt increased to **$466.1 million** and available liquidity decreased to **$23.4 million** as of March 31, 2025, with the leverage ratio rising to **4.21x**, yet remaining covenant compliant Capitalization Summary (in millions) | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Debt Outstanding (million) | $466.1 | $453.6 | | Revolving Credit Facility - Available Liquidity (million) | $23.4 | $80.7 | | Total Adjusted Leverage Ratio (x) | 4.21x | 3.96x | | Interest Coverage Ratio (x) | 2.07x | 2.14x | - Effective March 31, 2025, the maximum total leverage ratio covenant under the credit facility stepped down from **4.75x** to **4.50x**[18](index=18&type=chunk) [Detailed Financial Statements](index=8&type=section&id=Detailed%20Financial%20Statements) Detailed financial statements reveal a slight decrease in total assets and liabilities, a net loss from operations, and cash used in operating activities due to working capital changes [Balance Sheet](index=8&type=section&id=Balance%20Sheet) As of March 31, 2025, total assets decreased slightly to **$533.4 million**, total liabilities to **$605.0 million**, resulting in a partners' deficit of **$71.6 million** Balance Sheet Summary (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total current assets (thousands) | $129,646 | $130,479 | | Property, plant and equipment, net (thousands) | $299,939 | $305,450 | | **Total assets (thousands)** | **$533,410** | **$538,509** | | Total current liabilities (thousands) | $96,236 | $115,501 | | Long-term debt, net (thousands) | $451,449 | $437,635 | | **Total liabilities (thousands)** | **$605,038** | **$608,948** | | **Partners' capital (deficit) (thousands)** | **$(71,628)** | **$(70,439)** | [Statement of Operations](index=9&type=section&id=Statement%20of%20Operations) Total revenues increased to **$192.5 million** in Q1 2025, but higher costs and interest expense led to a **$1.0 million** net loss, a decline from Q1 2024 net income Statement of Operations Summary (in thousands) | Account | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Total revenues (thousands) | $192,543 | $180,830 | | Total costs and expenses (thousands) | $178,620 | $163,143 | | Operating income (thousands) | $14,402 | $17,895 | | Interest expense, net (thousands) | $(14,107) | $(13,842) | | **Net income (loss) (thousands)** | **$(1,033)** | **$3,273** | | Net income (loss) per unit - basic ($/unit) | $(0.03) | $0.08 | [Statement of Cash Flows](index=12&type=section&id=Statement%20of%20Cash%20Flows) Q1 2025 saw **$6.0 million** net cash used in operating activities, a reversal from Q1 2024, with decreased investing cash use and increased financing cash from debt proceeds Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities (thousands) | $(6,019) | $10,109 | | Net cash used in investing activities (thousands) | $(6,218) | $(17,395) | | Net cash provided by (used in) financing activities (thousands) | $12,234 | $7,286 | | **Net increase in cash (thousands)** | **$(3)** | **$0** | [Shareholder Information](index=5&type=section&id=Shareholder%20Information) [Quarterly Cash Distribution](index=5&type=section&id=Quarterly%20Cash%20Distribution) A quarterly cash distribution of **$0.005 per unit** for Q1 2025 has been declared, payable on May 15, 2025, to unitholders of record on May 8, 2025 - A quarterly cash distribution of **$0.005 per unit** was declared for the quarter ended March 31, 2025[20](index=20&type=chunk) - The distribution is payable on May 15, 2025, to unitholders of record on May 8, 2025[20](index=20&type=chunk) [Non-GAAP Financial Measures and Reconciliations](index=4&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Reconciliations) [Explanation of Non-GAAP Measures](index=6&type=section&id=Explanation%20of%20Non-GAAP%20Measures) The Partnership utilizes non-GAAP measures like EBITDA, Adjusted EBITDA, and Distributable Cash Flow to evaluate asset performance, cash generation, and industry comparisons - The company uses non-GAAP measures including EBITDA, Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow to analyze performance[24](index=24&type=chunk) - Adjusted EBITDA is defined as EBITDA excluding unit-based compensation, gains/losses on asset dispositions, impairment, and transaction costs[26](index=26&type=chunk) - Distributable Cash Flow is used as an indicator of the company's ability to sustain or increase quarterly distributions to unitholders[29](index=29&type=chunk) [Reconciliation of Net Income to Adjusted EBITDA](index=3&type=section&id=Reconciliation%20of%20Net%20Income%20to%20Adjusted%20EBITDA) The reconciliation from a **$1.0 million** net loss to **$27.8 million** Adjusted EBITDA for Q1 2025 involves adjustments for interest, taxes, depreciation, amortization, and transaction expenses Reconciliation of Net Income (Loss) to Adjusted EBITDA (in thousands) | Line Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net income (loss) (thousands) | $ (1,033) | $ 3,273 | | Interest expense (thousands) | 14,107 | 13,842 | | Income tax expense (thousands) | 1,117 | 796 | | Depreciation and amortization (thousands) | 12,816 | 12,649 | | **EBITDA (thousands)** | **27,007** | **30,560** | | Adjustments (Transaction expenses, etc.) (thousands) | 821 | (154) | | **Adjusted EBITDA (thousands)** | **$ 27,828** | **$ 30,406** | [Reconciliation of Net Cash Provided by Operating Activities](index=16&type=section&id=Reconciliation%20of%20Net%20Cash%20Provided%20by%20Operating%20Activities) Starting with **$6.0 million** negative operating cash flow, this reconciliation details the derivation of **$27.8 million** Adjusted EBITDA, **$9.1 million** DCF, and **$8.2 million** Adjusted Free Cash Flow for Q1 2025 Reconciliation to DCF and Adjusted Free Cash Flow (in thousands) | Line Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities (thousands) | $ (6,019) | $ 10,109 | | ... Adjustments to reach Adjusted EBITDA (thousands) | 33,847 | 20,297 | | **Adjusted EBITDA (thousands)** | **27,828** | **30,406** | | ... Adjustments to reach DCF (thousands) | (18,740) | (24,760) | | **Distributable Cash Flow (thousands)** | **9,088** | **5,646** | | Expansion capital expenditures (thousands) | (929) | (6,231) | | **Adjusted Free Cash Flow (thousands)** | **$ 8,155** | **$ (585)** |

Group 1 - Caspian Capital L.P. supports Martin Midstream Partners L.P.'s decision to terminate its merger agreement with Martin Resource Management Corporation, indicating confidence in MMLP's standalone value creation for unitholders [1] - Caspian believes that the potential valuation of MMLP exceeds the purchase price offered in the proposed merger, highlighting the expected benefits for common unitholders from upcoming developments [1] - The company has ceased its efforts to acquire MMLP and ended collaboration with Nut Tree Capital Management L.P., focusing instead on monitoring MMLP's execution and capital allocation [1] Group 2 - Caspian Capital LP was founded in 1997 and employs an absolute return strategy, managing $4.7 billion in assets, with a focus on performing, stressed, distressed corporate credit, and value equities [2]

Financial Agreements and Amendments - The company entered into a credit facility amendment on February 13, 2025, adjusting interest coverage and first lien leverage ratios for fiscal quarters ending March 31, June 30, and September 30, 2025[29]. - As of December 31, 2024, the company had a weighted-average interest rate of 8.18% on its credit facility, with a potential $0.5 million increase in interest expense from a 100 basis point rate increase[390]. - The estimated fair value of the 2028 Notes was $436.2 million, with a potential $9.1 million decrease in fair value from a 100 basis point increase in interest rates[391]. Employee Compensation and Plans - The 2025 Phantom Unit Plan was approved on February 11, 2025, allowing for awards of phantom units and appreciation rights to employees and directors, with potential cash payments[29]. Operational Overview - The company has strategically located assets along the U.S. Gulf Coast, generating significant cash flow from services to the oil refining industry[30]. - The company operates nine terminalling facilities, enhancing its integrated services in storage, handling, and transportation of petroleum products[37]. - The underground NGL storage terminal has a capacity of 2.3 million barrels, supporting NGL marketing efforts[49]. - A significant portion of cash flow is generated from fee-based contracts, which include reservation charges that reduce cash flow volatility[33]. - The company aims to expand its customer base and service offerings to drive organic growth in revenues and cash flow[31]. - The company has established long-term relationships with suppliers and customers, enhancing its reputation as a reliable service provider[32]. - The company owns asphalt terminals in Texas and Nebraska, dedicated to a subsidiary of Martin Resource Management Corporation under throughput agreements[40]. - The company competes effectively due to the strategic location of its terminals, integrated transportation services, and the quality of its specialized services[52]. - The company operates a fleet of approximately 600 trucks and 1,275 tank trailers for land transportation, serving major customers in the energy and petrochemical sectors[54]. - The marine transportation segment utilizes a fleet that includes 5 inland tank barges with capacities ranging from under 20,000 barrels to 31,000 barrels, and 1 offshore tank barge with a capacity of 59,000 barrels[59]. - The sulfur forming facility in Beaumont, Texas has a daily processing capacity of 5,500 metric tons of molten sulfur, converting it into solid form for agricultural markets[66]. - The company produces approximately 400 tons per day of ammonium sulfate, primarily serving agricultural and industrial markets[69]. - The NGL storage terminal in Arcadia, Louisiana has a capacity of 2,300,000 barrels, supporting the company's NGL operations[77]. - The company maintains long-term relationships with customers through fee-based transportation agreements, ensuring stable revenue streams[56]. - The marine transportation agreement with Martin Resource Management Corporation is on a spot contract basis, automatically renewing annually unless terminated[60]. Financial Relationships with Martin Resource Management Corporation - Martin Resource Management Corporation owned approximately 15.7% of the outstanding limited partnership units as of December 31, 2024[80]. - The company reimbursed Martin Resource Management Corporation for $175.8 million and $165.6 million of direct costs and expenses for the years ended December 31, 2024 and 2023, respectively[82]. - Purchases from Martin Resource Management Corporation accounted for approximately 27% and 23% of total costs and expenses for the years ended December 31, 2024 and 2023, respectively[86]. - Sales to Martin Resource Management Corporation accounted for approximately 15% and 14% of total revenues for the years ended December 31, 2024 and 2023, respectively[87]. Insurance and Liability - The company's property program provides $40.0 million per occurrence and annual aggregate for named windstorm events, including business interruption coverage[89]. - The deductible for onshore physical damage resulting from named windstorms is 5% of the total value of affected properties, with minimum deductible ranges from $1.0 million to $5.0 million[89]. - The company has various pollution liability policies, which provide coverages ranging from remediation of property to third-party liability[91]. - The company’s insurance covers up to $1.0 billion of liability per accident or occurrence for marine claims[93]. Regulatory and Environmental Compliance - The company’s operations are subject to various federal, state, and local laws and regulations governing environmental matters, which could impose significant liabilities[95]. - The company is subject to complex federal, state, and local environmental laws that can impair operations and may require substantial capital expenditures for compliance[96]. - Climate change may adversely affect operations due to severe weather, increased operational costs, and potential insurance coverage issues[105]. - The company is in substantial compliance with the Clean Water Act, but future regulatory changes could increase costs and delays[106]. - The Oil Pollution Act imposes liability for oil spills, and any legislative changes could materially affect operations[107]. - The company is subject to stringent safety regulations and believes it is in substantial compliance with current safety requirements[108]. Corporate Structure and Support - The company relies on Martin Resource Management Corporation for corporate support, which has approximately 1,679 employees[115]. Commodity Price Management - The company uses derivatives to manage commodity price fluctuations, but abnormal price volatility could influence operating income[386][387].

Financial Performance - For the fourth quarter of 2024, Martin Midstream Partners reported Adjusted EBITDA of $23.3 million, which was approximately $5.5 million below the annual guidance level[3]. - For the full year 2024, Martin Midstream Partners reported a net loss of $5.2 million, which included $3.7 million in costs related to the termination of the Merger Agreement[4]. - The net loss for the year ended December 31, 2024, was $5,207 thousand, compared to a net loss of $4,549 thousand in 2023, indicating an increase in losses of approximately 14.5%[57]. - Adjusted EBITDA for the twelve months ended December 31, 2024, was $110.6 million, compared to $102.6 million for the same period in 2023, reflecting an increase of approximately 1.0%[26]. - Adjusted EBITDA for the year ended December 31, 2024, was $110,605 thousand, up from $102,615 thousand in 2023, reflecting an increase of 7.7%[65]. - The company reported operating income of $57.295 million for 2024, down from $66.724 million in 2023, highlighting a decline in operational efficiency[48]. - Cash provided by operating activities was $48,351 thousand in 2024, a significant decrease from $137,468 thousand in 2023[57]. - Distributable Cash Flow decreased to $24,119 thousand in 2024 from $32,775 thousand in 2023, a decline of 26.3%[66]. - Adjusted Free Cash Flow for the year ended December 31, 2024, was $(1,321) thousand, down from $21,732 thousand in 2023[66]. Debt and Liquidity - The total debt outstanding as of December 31, 2024, was approximately $453.6 million, with liquidity of about $80.7 million under the revolving credit facility[3]. - Total debt outstanding as of December 31, 2024, was $453.6 million, up from $442.5 million as of December 31, 2023[28]. - The total adjusted leverage ratio increased to 3.96x as of December 31, 2024, compared to 3.75x a year earlier[28]. - The partnership's available liquidity from the revolving credit facility decreased to $80.7 million as of December 31, 2024, from $109.0 million as of December 31, 2023[28]. - The partnership was in compliance with all debt covenants as of December 31, 2024, and December 31, 2023[28]. Segment Performance - The Transportation segment's Adjusted EBITDA for Q4 2024 was $6.5 million, significantly lower than the guidance of $11.2 million, primarily due to lower utilization of heated barges and impacts from Hurricane Milton[3][11]. - The Sulfur Services segment outperformed expectations with Adjusted EBITDA of $9.4 million, exceeding guidance by approximately $1.0 million, driven by a 14% increase in sulfur volumes compared to internal forecasts[3][4]. - Specialty Products Adjusted EBITDA increased by $12.5 million, while Credit Adjusted EBITDA declined by $2.6 million due to the exit from the butane optimization business[21]. - Revenues for the Terminalling and Storage Segment increased by 1% to $96,555 thousand in 2024 from $95,459 thousand in 2023[59]. - Operating income for the Terminalling and Storage Segment decreased by 24% to $11,098 thousand in 2024 from $14,532 thousand in 2023[59]. - Total revenues for the Sulfur Services Segment decreased by 8% to $129,772 thousand in 2024 from $140,995 thousand in 2023[62]. - Operating income for the Sulfur Services Segment increased by 6% to $18,531 thousand in 2024 from $17,412 thousand in 2023[62]. - Specialty Products Segment revenues decreased by 24% to $264,945 thousand in 2024 from $346,863 thousand in 2023[63]. - The total specialty products volumes decreased by 34% to 2,653 Bbls in 2024 from 4,048 Bbls in 2023[63]. Capital Expenditures and Guidance - Capital expenditures for Q4 2024 totaled $9.5 million, with $2.9 million allocated to growth projects and $6.6 million for maintenance and turnaround costs[3]. - The company has released 2025 Adjusted EBITDA guidance of $109.1 million, with anticipated capital expenditures of $34.9 million[5]. - The Transportation segment is projected to generate $35.4 million of Adjusted EBITDA in 2025, while the Sulfur Services segment is expected to contribute $31.9 million[5]. - Adjusted Free Cash Flow for 2025 is projected to be approximately $18.8 million[5]. Other Financial Metrics - The company made cash distributions of $795 thousand in both 2024 and 2023, indicating stability in cash distribution policy[57]. - Interest expense for the year ended December 31, 2024, was $57,706 thousand, slightly down from $60,290 thousand in 2023[65]. - The company recognized a loss of $624 thousand from its equity investment in DSM Semichem LLC for the year ended December 31, 2024[65]. - Unallocated selling, general, and administrative expenses decreased by $0.2 million, attributed to lower professional fees and reduced overhead allocation[22]. - Indirect selling, general and administrative expenses increased by 22% from $16,030 thousand in 2023 to $19,556 thousand in 2024[64]. - The company issued 86,280 time-based restricted units in 2024, up from 64,056 in 2023, reflecting an increase in equity compensation[57]. Forward-Looking Statements - Forward-looking statements indicate potential volatility in commodity prices and uncertainties regarding future cash flows and operations[33].

Core Viewpoint - Nut Tree Capital Management and Caspian Capital, holding approximately 13.6% of Martin Midstream Partners' outstanding common units, are urging unitholders to vote against the proposed merger with Martin Midstream Resource Corporation at a price of $4.02 per common unit, claiming it benefits Ruben Martin and MRMC at the expense of other unitholders [1]. Group 1 - Nut Tree and Caspian have sent a letter to MMLP's common unitholders [1]. - The merger vote is scheduled for December 30, 2024, at 10:00 AM Central time [1]. - The proposed sale price of $4.02 per common unit is being contested by the two firms [1]. Group 2 - Nut Tree Capital Management was founded in 2015 and focuses on distressed credit and value equities, managing $4 billion in assets [3]. - Caspian Capital LP, established in 1997, specializes in stressed and distressed corporate credit and value equities, overseeing $4.6 billion in assets [2].