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What changed in MARTIN MIDSTREAM PARTNERS L.P.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MARTIN MIDSTREAM PARTNERS L.P.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+322 added−305 removedSource: 10-K (2026-02-23) vs 10-K (2025-02-24)

Top changes in MARTIN MIDSTREAM PARTNERS L.P.'s 2025 10-K

322 paragraphs added · 305 removed · 249 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

76 edited+16 added−20 removed151 unchanged
Biggest changeWe provide specialized value-added services to our customers and believe we have become an integral part of their value chain. Fee-Based Contracts. We generate a significant amount of our cash flow from fee-based contracts with our customers, many of which are major and independent oil and gas companies with whom we have long-standing customer relationships.
Biggest changeWe generate a significant amount of our cash flow from fee-based contracts with our customers, many of which are major and independent oil and gas companies with whom we have long-standing customer relationships. A majority of our fee-based contracts consist of reservation charges or minimum fee arrangements, which reduce the volatility of our cash flows due to volume fluctuations.
We own one naphthenic lubricants refinery in Smackover, Arkansas with a capacity of 7,700 barrels per day, 0.3 million barrels of crude bulk storage and 0.6 million barrels of lubricant storage. Further, we own approximately 2.3 million barrels of underground storage capacity for NGLs.
We own one naphthenic lubricants refinery in Smackover, Arkansas with a capacity of 7,700 barrels per day, 0.2 million barrels of crude bulk storage and 0.6 million barrels of lubricant storage. Further, we own approximately 2.3 million barrels of underground storage capacity for NGLs.
We own or operate nine fuel and lubricant terminals located in the Gulf Coast region of the U.S. that provide storage and handling services for lubricants and fuel oil.
Fuel and Lubricant Terminals. We own or operate nine fuel and lubricant terminals located in the Gulf Coast region of the U.S. that provide storage and handling services for lubricants and fuel oil.
The following is a summary description of our shore-based specialty terminals: Terminal Location Aggregate Capacity (in barrels) Products Description Tampa 1 Tampa, Florida 662,000 Asphalt, crude oil, and diesel Marine terminal, loading/unloading for vessels, barges, railcars and trucks Stanolind Beaumont, Texas 620,000 Asphalt, crude oil, sulfur, and sulfuric acid Marine terminal, marine dock for loading/unloading of vessels, barges, railcars and trucks Neches 2 Beaumont, Texas 526,000 Molten sulfur, formed sulfur, ammonia, asphalt, fuel oil, crude oil and sulfur-based fertilizer Marine terminal, loading/unloading for vessels, barges, railcars and trucks 1 The terminal is located on land owned by the Tampa Port Authority that was leased to us under a lease that expires in December 2026. 2 The Neches terminal is a deep water marine terminal located near Beaumont, Texas, on approximately 50 acres of land owned by us, and an additional 96 acres leased to us under terms of a 20-year lease that commenced on May 1, 2014 with three five-year options.
The following is a summary description of our shore-based specialty terminals: Terminal Location Aggregate Capacity (in barrels) Products Description Tampa 1 Tampa, Florida 662,000 Asphalt, crude oil, and diesel Marine terminal, loading/unloading for vessels, barges, railcars and trucks Stanolind Beaumont, Texas 620,000 Asphalt, crude oil, sulfur, and sulfuric acid Marine terminal, marine dock for loading/unloading of vessels, barges, railcars and trucks Neches 2 Beaumont, Texas 526,000 Molten sulfur, formed sulfur, ammonia, asphalt, fuel oil, crude oil and sulfur-based fertilizer Marine terminal, loading/unloading for vessels, barges, railcars and trucks 1 The Tampa terminal is located on land owned by the Tampa Port Authority that was leased to us under a lease that expires in December 2026. 5 2 The Neches terminal is a deep water marine terminal located near Beaumont, Texas, on approximately 50 acres of land owned by us, and an additional 96 acres leased to us under terms of a 20-year lease that commenced on May 1, 2014 with three five-year options.
Our Relationship with Martin Resource Management Corporation Martin Resource Management Corporation is engaged in the following principal business activities: • distributing asphalt, marine fuel and other liquids; • providing marine bunkering and other shore-based marine services in Texas, Louisiana, Mississippi, Alabama, and Florida; • operating a crude oil gathering business in Stephens, Arkansas; • providing crude oil gathering and marketing services of base oils, asphalt, and distillate products in Smackover, Arkansas; • providing crude oil marketing and transportation from the well head to the end market; • operating an environmental consulting company; ◦ operating a butane optimization business; • supplying employees and services for the operation of our business; and • operating, solely for our account, the asphalt facilities in Hondo, South Houston and Port Neches, Texas, and Omaha, Nebraska.
Our Relationship with Martin Resource Management Corporation Martin Resource Management Corporation is engaged in the following principal business activities: • distributing asphalt, marine fuel and other liquids; • providing marine bunkering and other shore-based marine services in Texas, Louisiana, Mississippi, Alabama, and Florida; • operating a crude oil gathering business in Stephens, Arkansas; • providing crude oil gathering and marketing services of base oils, asphalt, and distillate products in Smackover, Arkansas; 12 • providing crude oil marketing and transportation from the well head to the end market; • operating an environmental consulting company; ◦ operating a butane optimization business; • supplying employees and services for the operation of our business; and • operating, solely for our account, the asphalt facilities in Hondo, South Houston and Port Neches, Texas, and Omaha, Nebraska.
In addition, Martin Resource Management Corporation, through terminalling service agreements, pays us for terminalling and storage of fuels and lubricants at these terminal facilities and includes a provision for minimum volume throughput requirements. 6 Our marine shore-based terminal operations are divided into two classes of terminals: (i) full service terminals and (ii) fuel and lubricant terminals. Full Service Terminals.
In addition, Martin Resource Management Corporation, through terminalling service agreements, pays us for terminalling and storage of fuels and lubricants at these terminal facilities and includes a provision for minimum volume throughput requirements. Our marine shore-based terminal operations are divided into two classes of terminals: (i) full service terminals and (ii) fuel and lubricant terminals. Full Service Terminals.
We gather molten sulfur from refiners, primarily located on the U.S. Gulf Coast, and transport it by inland and offshore barges, railcars and trucks. In the U.S., recovered sulfur is mainly kept in liquid form from the point of production to the point of usage at an 9 elevated temperature of approximately 275 degrees Fahrenheit.
We gather molten sulfur from refiners, primarily located on the U.S. Gulf Coast, and transport it by inland and offshore barges, railcars and trucks. In the U.S., recovered sulfur is mainly kept in liquid form from the point of production to the point of usage at an elevated temperature of approximately 275 degrees Fahrenheit.
Consequently, we cannot provide assurance that we will not incur significant costs and liabilities as result of such handling practices, releases or spills, including those relating to claims for damage to property and persons. In the event of future increases in costs, we may be unable to pass on those increases to our customers.
Consequently, we cannot provide assurance that we will not incur significant costs and liabilities as a result of such handling practices, releases or spills, including those relating to claims for damage to property and persons. In the event of future increases in costs, we may be unable to pass on those increases to our customers.
Natural Gas Liquids Operations NGLs are produced through natural gas processing and as a by-product of crude oil refining. NGLs include propane, natural gasoline, normal butane, iso butane and ethane. Propane is used as a petrochemical feedstock in the production of ethylene and propylene, as a fuel for heating, for industrial applications, as motor fuel and as a refrigerant.
Natural Gas Liquids Operations 11 NGLs are produced through natural gas processing and as a by-product of crude oil refining. NGLs include propane, natural gasoline, normal butane, iso butane and ethane. Propane is used as a petrochemical feedstock in the production of ethylene and propylene, as a fuel for heating, for industrial applications, as motor fuel and as a refrigerant.
The level of NGL supply and demand is subject to changes in domestic production, weather, inventory levels and other factors. While production is not seasonal, residential, refinery, and wholesale demand is highly seasonal. This imbalance can cause increases in inventories during summer months when consumption is low and decreases in inventories during winter months when consumption is high.
The level of NGL supply and demand is subject to changes in domestic production, weather, inventory levels, exports and other factors. While production is not seasonal, residential, refinery, and wholesale demand is highly seasonal. This imbalance can cause increases in inventories during summer months when consumption is low and decreases in inventories during winter months when consumption is high.
State and federal laws and regulations applicable to oil and natural gas wastes and properties have gradually become stricter and, under such laws and regulations, we could be required to remove or remediate previously disposed wastes or property contamination, including groundwater contamination, even under circumstances where such contamination resulted from past operations of third parties.
State and federal laws and regulations applicable to oil and natural gas wastes and properties have gradually become stricter and, 15 under such laws and regulations, we could be required to remove or remediate previously disposed wastes or property contamination, including groundwater contamination, even under circumstances where such contamination resulted from past operations of third parties.
We have various pollution liability policies, which provide coverages ranging from remediation of our property to third-party liability. The limits of these policies vary based on our assessments of exposure at each location. 14 Loss of, or damage to, our vessels and cargo is insured through hull and cargo insurance policies.
We have various pollution liability policies, which provide coverages ranging from remediation of our property to third-party liability. The limits of these policies vary based on our assessments of exposure at each location. Loss of, or damage to, our vessels and cargo is insured through hull and cargo insurance policies.
On October 19, 2022, Martin ELSA Investment LLC, our affiliate, entered into definitive agreements with Samsung C&T America, Inc. and Dongjin USA, Inc., an affiliate of Dongjin Semichem Co., Ltd., to form DSM Semichem LLC (“DSM”). DSM will produce and distribute electronic level sulfuric acid (“ELSA”).
On October 19, 2022, Martin ELSA Investment LLC, our affiliate, entered into definitive agreements with Samsung C&T America, Inc. and Dongjin USA, Inc., an affiliate of Dongjin Semichem Co., Ltd., to form DSM. DSM will produce and distribute electronic level sulfuric acid (“ELSA”).
Abnormally cold weather can put extra upward pressure on propane prices during the winter. 12 Competition. We compete with large integrated NGL producers and marketers as well as small local independent marketers, primarily with respect to location, rates, terms and flexibility of service and supply.
Abnormally cold weather can put extra upward pressure on propane prices during the winter. Competition. We compete with large integrated NGL producers and marketers as well as small local independent marketers, primarily with respect to location, rates, terms and flexibility of service and supply.
Any such changes in law affecting areas where we conduct business could materially affect our operations. 17 Safety Regulation The Partnership’s marine transportation operations are subject to regulation by the U.S. Coast Guard, federal laws, state laws and certain international treaties.
Any such changes in law affecting areas where we conduct business could materially affect our operations. Safety Regulation The Partnership’s marine transportation operations are subject to regulation by the U.S. Coast Guard, federal laws, state laws and certain international treaties.
We conduct our land transportation services under fee-based transportation agreements with customers in which we have long-term relationships. 8 We are party to a master transportation services agreement under which we provide land transportation services to Martin Resource Management Corporation on a demand basis at applicable market rates.
We conduct our land transportation services under fee-based transportation agreements with customers in which we have long-term relationships. We are party to a master transportation services agreement under which we provide land transportation services to Martin Resource Management Corporation on a demand basis at applicable market rates.
We believe our marine operations and our terminals are in substantial compliance with current applicable safety requirements. Occupational Safety and Health Regulations The workplaces associated with our manufacturing, processing, terminal and storage facilities are subject to the requirements of the federal Occupational Safety and Health Act ("OSH Act") and comparable state statutes.
We believe our marine operations and our terminals are in substantial compliance with current applicable safety requirements. Occupational Safety and Health Regulations 17 The workplaces associated with our manufacturing, processing, terminal and storage facilities are subject to the requirements of the federal Occupational Safety and Health Act ("OSH Act") and comparable state statutes.
Vessel operating liabilities such as collision, cargo, environmental and personal injury are insured primarily through our participation in mutual insurance associations, commonly referred to as a P&I Club, which provides protection and indemnity insurance, and other insurance arrangements.
Vessel operating liabilities such as collision, allision, cargo, environmental and personal injury are insured primarily through our participation in mutual insurance associations, commonly referred to as a P&I Club, which provides protection and indemnity insurance, and other insurance arrangements.
In Beaumont, Texas, we own a terminal ("Spindletop Terminal") where we receive natural gasoline via pipeline, store the natural gasoline in our above-ground tank, and then ship the product to our customers via other pipelines to which the 5 facility is connected.
In Beaumont, Texas, we own a terminal ("Spindletop Terminal") where we receive natural gasoline via pipeline, store the natural gasoline in our above-ground tank, and then ship the product to our customers via other pipelines to which the facility is connected.
We manufacture and market the following sulfur-based fertilizer and related sulfur products: • Ammonium sulfate ("AMS") products. We produce various grades of AMS including granular, coarse, standard, and 40% ammonium sulfate solution. These products primarily serve agricultural and industrial markets.
We manufacture and market the following sulfur-based fertilizer and related sulfur products: 9 • Ammonium sulfate ("AMS") products. We produce various grades of AMS including granular, coarse, standard, and 40% ammonium sulfate solution. These products primarily serve agricultural and industrial markets.
The Beaumont facility is equipped with two wet prill units and one granulation unit capable of processing a combined 5,500 metric tons of molten sulfur per day. Formed sulfur is stored in bulk until sold into local or international agricultural markets. Our forming services contracts are fee based and typically include minimum fee guarantees.
The Beaumont facility is equipped with two wet prill units and one granulation unit capable of processing a combined 5,500 short tons of molten sulfur per day. Formed sulfur is stored in bulk until sold into local or international agricultural markets. Our forming services contracts are fee based and typically include minimum fee guarantees.
We own the LaForce/Margaret Sue articulated tug and barge unit, which is one of four vessels currently used to transport molten sulfur between U.S. ports on the Gulf of Mexico and Tampa, Florida. Phosphate fertilizer manufacturers consume a majority of the sulfur produced in the U.S., which they purchase directly from both producers and resellers.
We own the LaForce/Margaret Sue articulated tug and barge unit, which is one of four vessels currently used to transport molten sulfur between U.S. ports on the Gulf of America and Tampa, Florida. Phosphate fertilizer manufacturers consume a majority of the sulfur produced in the U.S., which they purchase directly from both producers and resellers.
Our property program currently provides $40.0 million per occurrence and annual aggregate for named windstorm events, including business interruption coverage in connection with a named windstorm event and has a waiting period of 45 to 60 days. For non-named windstorms or events, our onshore physical damage deductible is $1.195 million per occurrence for all properties.
Our property program currently provides $40.0 million per occurrence and annual aggregate for named windstorm events, including business interruption coverage in connection with a named windstorm event and has a waiting period of 45 to 60 days. For non-named windstorms or events, our onshore physical damage deductible is $1.2 million per occurrence for all properties.
In addition, the Clean Water Act and comparable state laws require that individual permits or coverage under general permits be obtained by subject facilities for discharges of storm water runoff. Furthermore, the Clean Water Act potentially requires individual permits or qualification for nationwide permits for activities that involve the discharge of dredged or fill material into waters of the U.S.
In addition, the Clean Water Act and analogous state laws require that individual permits or coverage under general permits be obtained by subject facilities for discharges of storm water runoff. Furthermore, the Clean Water Act potentially requires individual permits or qualification for nationwide permits for activities that involve the discharge of dredged or fill material into waters of the U.S.
Our marine transportation assets include 27 inland marine tank barges, 15 inland push boats and one articulated offshore tug and barge unit that primarily operate coastwise along the Gulf of Mexico and on the U.S. inland waterway system, primarily between domestic ports along the Gulf of Mexico, the Intracoastal Waterway, the Mississippi River system and the Tennessee-Tombigbee Waterway system.
Our marine transportation assets include 27 inland marine tank barges, 15 inland push boats and one articulated offshore tug and barge unit that primarily operate coastwise along the Gulf of America and on the U.S. inland waterway system, primarily between domestic ports along the Gulf of America, the Intracoastal Waterway, the Mississippi River system and the Tennessee-Tombigbee Waterway system.
Our marine transportation business operates coastwise along the Gulf of Mexico and the east coast of the U.S., as well as on the U.S. inland waterway system, primarily between domestic ports along the Gulf of Mexico, Intracoastal Waterway, the Mississippi River system and the Tennessee-Tombigbee Waterway system.
Our marine transportation business operates coastwise along the Gulf of America and the east coast of the U.S., as well as on the U.S. inland waterway system, primarily between domestic ports along the Gulf of America, Intracoastal Waterway, the Mississippi River system and the Tennessee-Tombigbee Waterway system.
Moreover, various legislative proposals are occasionally introduced, including proposals to increase federal, state, or local taxes 18 on motor fuels, among other things, which may increase our costs or adversely impact the recruitment of drivers. We cannot predict whether, or in what form, any increase in such taxes applicable to us will be enacted.
Moreover, various legislative proposals are occasionally introduced, including proposals to increase federal, state, or local taxes on motor fuels, among other things, which may increase our costs or adversely impact the recruitment of drivers. We cannot predict whether, or in what form, any increase in such taxes or regulatory or legislative changes applicable to us will be enacted.
Gulf Coast storage terminals (including our terminal in Beaumont, Texas) under third-party marine transportation agreements: Class of Equipment Number in Class Capacity/Horsepower Products Transported Offshore tank barge 1 10,500 long tons Molten sulfur Offshore tugboat 1 5,100 horsepower N/A Inland push boat 1 1,200 horsepower N/A Inland tank barge 2 2,500 long tons Molten sulfur We operate the following sulfur forming facility as part of our sulfur services business: Terminal Location Daily Production Capacity Products Stored Neches Beaumont, Texas 5,500 metric tons per day Molten, prilled and granulated sulfur We own the following manufacturing plants as part of our sulfur services business: Facility Location Annual Capacity Description Fertilizer plant Plainview, Texas 150,000 tons Fertilizer production Fertilizer plant Beaumont, Texas 146,000 tons Liquid sulfur fertilizer production Fertilizer plant Odessa, Texas 35,000 tons Dry sulfur fertilizer production Fertilizer plant Seneca, Illinois 36,000 tons Dry sulfur fertilizer production Fertilizer plant Cactus, Texas 20,000 tons Dry sulfur fertilizer production Industrial sulfur plant Nash, Texas 18,000 tons Emulsified sulfur production Sulfuric acid plant Plainview, Texas 150,000 tons Sulfuric acid production Competition.
Gulf Coast storage terminals (including our terminal in Beaumont, Texas) under third-party marine transportation agreements: Class of Equipment Number in Class Capacity/Horsepower Products Transported Offshore tank barge 1 10,500 long tons Molten sulfur Offshore tugboat 1 5,100 horsepower N/A Inland push boat 1 1,200 horsepower N/A Inland tank barge 2 2,500 long tons Molten sulfur We operate the following sulfur forming facility as part of our sulfur services business: Terminal Location Daily Production Capacity Products Stored Neches Beaumont, Texas 5,500 short tons per day Molten, prilled and granulated sulfur 10 We own the following manufacturing plants as part of our sulfur services business: Facility Location Annual Capacity Description Fertilizer plant Plainview, Texas 150,000 short tons Fertilizer production Fertilizer plant Beaumont, Texas 180,000 short tons Liquid sulfur fertilizer production Fertilizer plant Odessa, Texas 15,000 short tons Dry sulfur fertilizer production Fertilizer plant Seneca, Illinois 36,000 short tons Dry sulfur fertilizer production Fertilizer plant Cactus, Texas 20,000 short tons Dry sulfur fertilizer production Industrial sulfur plant Nash, Texas 18,000 short tons Emulsified sulfur production Sulfuric acid plant Plainview, Texas 150,000 short tons Sulfuric acid production Competition.
Our sales to Martin Resource Management Corporation accounted for approximately 15% and 14% of our total revenues for each of the years ended December 31, 2024 and 2023, respectively. For a more comprehensive discussion concerning the Omnibus Agreement and the other agreements that we have entered into with Martin Resource Management Corporation, please see "Item 13.
Our sales to Martin Resource Management Corporation accounted for approximately 15% of our total revenues for each of the years ended December 31, 2025 and 2024, respectively. For a more comprehensive discussion concerning the Omnibus Agreement and the other agreements that we have entered into with Martin Resource Management Corporation, please see "Item 13.
We compete with independent terminal operators and major energy and chemical companies that own their own terminalling and storage facilities. Many of our customers prefer to contract with independent terminal operators rather than terminal operators owned by integrated energy and chemical companies that may have refining or marketing interests that compete with them.
Competition in our Terminalling and Storage Segment. We compete with independent terminal operators and major energy and chemical companies that own their own terminalling and storage facilities. Many of our customers prefer to contract with independent terminal operators rather than terminal operators owned by integrated energy and chemical companies that may have refining or marketing interests that compete with them.
The following is a summary description of the marine vessels we use in our marine transportation business: Class of Equipment Number in Class Capacity/Horsepower Products Transported Inland tank barges 5 Under 20,000 barrels Diesel fuel Inland tank barges 22 20,000 - 31,000 barrels Asphalt, crude oil, fuel oil and gasoline Inland push boats 15 800 - 2,650 horsepower N/A Offshore tank barge 1 59,000 barrels Diesel fuel Offshore tugboat 1 7,100 horsepower N/A Our largest marine transportation customers include major and independent oil and gas refining companies, petroleum marketing companies and Martin Resource Management Corporation.
We transport asphalt, fuel oil, gasoline, sulfur and other bulk liquids. 8 The following is a summary description of the marine vessels we use in our marine transportation business: Class of Equipment Number in Class Capacity/Horsepower Products Transported Inland tank barges 5 Under 20,000 barrels Diesel fuel Inland tank barges 22 20,000 - 31,000 barrels Asphalt, crude oil, fuel oil and gasoline Inland push boats 15 800 - 2,650 horsepower N/A Offshore tank barge 1 59,000 barrels Diesel fuel Offshore tugboat 1 7,100 horsepower N/A Our largest marine transportation customers include major and independent oil and gas refining companies, petroleum marketing companies and Martin Resource Management Corporation.
We operate a fleet of both land transportation and marine transportation assets that transport petroleum products and by-products, petrochemicals, and chemicals. Our land transportation assets include approximately 600 trucks and 1,275 tank trailers which are based across 25 terminals strategically located 2 throughout the U.S. Gulf Coast and southeastern U.S.
We operate a fleet of both land transportation and marine transportation assets that transport petroleum products and by-products, petrochemicals, and chemicals. Our land transportation assets include approximately 590 trucks and 1,230 tank trailers which are based across 25 terminals strategically located 2 throughout the U.S. Gulf Coast and southeastern U.S.
Transportation Segment Land Transportation Operations We operate a fleet of land transportation assets comprising approximately 600 trucks and 1,275 tank trailers that transport petroleum products and by-products, petrochemicals, and chemicals. Our land transportation assets operate out of 25 strategically located terminals throughout the U.S. Gulf Coast and Southeastern U.S.
Transportation Segment Land Transportation Operations We operate a fleet of land transportation assets comprising approximately 590 trucks and 1,230 tank trailers that transport petroleum products and by-products, petrochemicals, and chemicals. Our land transportation assets operate out of 25 strategically located terminals throughout the U.S. Gulf Coast and Southeastern U.S.
Members of our executive management team and the heads of our principal business lines have a significant amount of experience in the industries in which we operate. Our management team's experience and familiarity with our industry and businesses are important assets that assist us in implementing our business strategies.
Experienced Management Team and Operational Expertise . Members of our executive management team and the heads of our principal business lines have a significant amount of experience in the industries in which we operate. Our management team's experience and familiarity with our industry and businesses are important assets that assist us in 4 implementing our business strategies.
The following is a summary description of our non shore-based specialty terminals: Terminal Location Aggregate Capacity (barrels) Products Description Smackover Refinery Smackover, Arkansas 7,700 per day; 275,000 of crude bulk storage; 647,000 of lubricant storage Naphthenic lubricants, distillates, asphalt, crude oil Naphthenic rude refining facility Hondo Asphalt Hondo, Texas 182,000 Asphalt Asphalt processing and storage South Houston Asphalt Houston, Texas 95,000 Asphalt Asphalt processing and storage Port Neches Asphalt Port Neches, Texas 17,500 Asphalt Asphalt processing and storage Omaha Asphalt Omaha, Nebraska 112,000 Asphalt Asphalt processing and storage Spindletop Beaumont, Texas 91,000 Natural gasoline Pipeline receipts and shipments Shore-Based Terminal Operations We own or operate 12 marine shore-based terminals along the U.S.
The following is a summary description of our non shore-based specialty terminals: Terminal Location Aggregate Capacity (barrels) Products Description Smackover Refinery Smackover, Arkansas 7,700 per day; 161,000 of crude bulk storage; 645,000 of lubricant storage Naphthenic lubricants, distillates, asphalt, crude oil Naphthenic crude refining facility Hondo Asphalt Hondo, Texas 182,000 Asphalt Asphalt processing and storage South Houston Asphalt Houston, Texas 95,000 Asphalt Asphalt processing and storage Port Neches Asphalt Port Neches, Texas 300 Asphalt Asphalt processing and storage Omaha Asphalt Omaha, Nebraska 112,000 Asphalt Asphalt processing and storage Spindletop Beaumont, Texas 91,000 Natural gasoline Pipeline receipts and shipments Shore-Based Terminal Operations We own or operate 12 marine shore-based terminals along the U.S.
Foreign-flagged seamen generally receive lower wages and benefits than those received by U.S. citizen seamen. This requirement significantly increases operating costs of U.S.-flagged vessel operations compared to foreign-flagged vessel operations. Certain foreign governments subsidize their nations’ shipyards. This results in lower shipyard costs both for new vessels and repairs than those paid by U.S.-flagged vessel owners. The U.S.
Foreign-flagged seamen generally receive lower wages and benefits than those received by U.S. citizen seamen. This requirement significantly increases operating costs of U.S.-flagged vessel operations compared to foreign-flagged vessel operations. In addition, certain foreign governments subsidize their nations’ shipyards resulting in lower costs at the shipyard both for new vessels and repairs than those paid at U.S. shipyards. The U.S.
In the aggregate, our purchases from Martin Resource Management Corporation accounted for approximately 27% and 23% of our total costs and expenses for each of the years ended December 31, 2024 and 2023, respectively. Correspondingly, Martin Resource Management Corporation is one of our significant customers.
In the aggregate, our purchases from Martin Resource Management Corporation accounted for approximately 25% and 27% of our total costs and expenses for each of the years ended December 31, 2025 and 2024, respectively. Correspondingly, Martin Resource Management Corporation is one of our significant customers.
We have established a reputation in our industry as a reliable and cost-effective supplier of services to our customers and have a track record of safe and efficient operations at our facilities. Our management has also established long-term relationships with many of our suppliers and customers. We benefit from our management’s reputation and track record and from these long-term relationships.
Strong Industry Reputation and Established Relationships with Suppliers and Customers. We have established a reputation in our industry as a reliable and cost-effective supplier of services to our customers and have a track record of safe and efficient operations at our facilities. Our management has also established long-term relationships with many of our suppliers and customers.
In Houston, Texas, we own and operate a plant that specializes in the production and distribution of commercial and industrial greases.
In Houston, Texas, we own and operate a plant that specializes in the production and distribution of commercial and industrial greases. In Phoenix, Arizona, we lease and operate a plant that specializes in the production and distribution of commercial and industrial greases.
Forward-Looking Statements This Annual Report on Form 10-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Forward-Looking Statements This Annual Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
We 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. There is no monetary limitation on the amount we are required to reimburse Martin Resource Management Corporation for direct expenses.
We reimbursed Martin Resource Management Corporation for $170.4 million and $175.8 million of direct costs and expenses for the years ended December 31, 2025 and 2024, respectively. There is no monetary limitation on the amount we are required to reimburse Martin Resource Management Corporation for direct expenses.
We are and will continue to be closely affiliated with Martin Resource Management Corporation as a result of the following relationships. Ownership As of December 31, 2024, Martin Resource Management Corporation owned approximately 15.7% of the outstanding limited partnership units.
We are and will continue to be closely affiliated with Martin Resource Management Corporation as a result of the following relationships. Ownership As of December 31, 2025, Martin Resource Management Corporation owned approximately 20.2% of the outstanding limited partnership units.
In addition, we benefit from our relationship with Martin Resource Management Corporation through access to a significant pool of management expertise and established relationships throughout the energy industry.
In addition, we benefit from our relationship with Martin Resource Management Corporation through access to a significant pool of management expertise and established relationships throughout the industries in which we operate.
The EPA regulates GHG emissions under existing provisions of the federal CAA. Under the Paris Agreement, the U.S. committed to a 50 to 52 percent reduction from 2005 levels of GHG emissions by 2030 and set the goal of reaching net-zero GHG emissions by 2050.
Under the Paris Agreement, the U.S. committed to a 50 to 52 percent reduction from 2005 levels of GHG emissions by 2030 and set the goal of reaching net-zero GHG emissions by 2050.
Item 1. Business References in this annual report to "we," "ours," "us" or like terms when used in a historical context refer to the assets and operations of Martin Resource Management Corporation's business contributed to us in connection with our initial public offering on November 6, 2002.
Item 1. Business References in this Annual Report on Form 10-K for the year ended December 31, 2025 (this "Annual Report") to "we," "ours," "us" or like terms when used in a historical context refer to the assets and operations of Martin Resource Management Corporation's business contributed to us in connection with our initial public offering on November 6, 2002.
Financial Information about Segments Information regarding our operating revenues and identifiable assets attributable to each of our segments is presented in Note 18 to our consolidated financial statements included in this Annual Report on Form 10-K.
Financial Information about Segments Information regarding our operating revenues and identifiable assets attributable to each of our segments is presented in Note 17 to our consolidated financial statements included in this Annual Report.
We package these custom grade products under both proprietary and private labels and sell them to major distributors and retail customers. Our ammonium sulfate plant produces approximately 400 tons per day of quality ammonium sulfate and is marketed to our customers throughout the U.S. • Liquid sulfur products. We produce ammonium thiosulfate at our Neches terminal facility in Beaumont, Texas.
We package these custom grade products under both proprietary and private labels and sell them to major distributors and retail customers. Our ammonium sulfate plant produces approximately 400 short tons per day of quality ammonium sulfate and is marketed to our customers throughout the U.S. • Liquid sulfur products.
Martin Resource Management Corporation has approximately 1,679 employees of which 1,160 individuals, including 58 individuals represented by labor unions, provide direct support to our operations as of December 31, 2024. Martin Resource Management Corporation employees are responsible for conducting our business and operating our assets on our behalf.
Martin Resource Management Corporation has approximately 1,723 employees of which 1,311 individuals, including 59 individuals represented by labor unions, provide direct support to our 18 operations as of December 31, 2025. Martin Resource Management Corporation employees are responsible for conducting our business and operating our assets on our behalf.
We own and operate a diversified asset base that enables us to offer our customers an integrated distribution network consisting of terminalling, storage, packaging and other midstream logistical services for petroleum products and by-products in one of the world’s most active refining and petrochemical regions. Experienced Management Team and Operational Expertise .
Vertically Integrated Services Provided for U.S. Gulf Coast-Centric Asset and Operational Footprint. We own and operate a diversified asset base that enables us to offer our customers an integrated distribution network consisting of terminalling, storage, packaging and other midstream logistical services for petroleum products and by-products in one of the world’s most active refining and petrochemical regions.
Many environmental laws and regulations can impose joint and several, strict liability, and any failure to comply with environmental laws and regulations may result in the assessment of administrative, civil, and criminal penalties, the imposition of investigatory and remedial obligations, and, in some circumstances, the issuance of injunctions that can limit or prohibit our operations.
Many environmental laws and regulations impose strict liability and, in some cases, joint and several liability, and failure to comply with such laws and regulations may result in administrative, civil, and criminal penalties, investigatory and remedial obligations, and, in some circumstances, injunctions that could limit or prohibit our operations.
In Phoenix, Arizona, we lease and operate a plant that specializes in the production and distribution of commercial and industrial greases. 11 Terminal Location Aggregate Capacity Products Description Martin Lubricants Smackover, Arkansas 4.0 million gallons bulk storage Agricultural, automotive, and industrial lubricants and grease Lubricants packaging facility Martin Specialty Products 1 Kansas City, Missouri 20 million pounds of production capacity Automotive, commercial and industrial greases Grease manufacturing and packaging facility Martin Specialty Products Houston, Texas 16 million pounds of production capacity Commercial and industrial greases Grease manufacturing and packaging facility Martin Specialty Products 2 Phoenix, Arizona 6 million pounds of production capacity Commercial and industrial greases Grease manufacturing and packaging facility 1 This terminal contains a warehouse owned by third parties and leased under a lease that expires in December 2025 and can be extended by us for one five-year period. 2 This terminal contains a warehouse owned by third parties and leased under a lease that expires in October 2029.
Terminal Location Aggregate Capacity Products Description Martin Lubricants Smackover, Arkansas 4.0 million gallons bulk storage Agricultural, automotive, and industrial lubricants and grease Lubricants packaging facility Martin Specialty Products 1 Kansas City, Missouri 20 million pounds of production capacity Automotive, commercial and industrial greases Grease manufacturing and packaging facility Martin Specialty Products Houston, Texas 16 million pounds of production capacity Commercial and industrial greases Grease manufacturing and packaging facility Martin Specialty Products 2 Phoenix, Arizona 6 million pounds of production capacity Commercial and industrial greases Grease manufacturing and packaging facility 1 This terminal contains a warehouse owned by third parties and leased under a lease that expires in December 2030. 2 This terminal contains a warehouse owned by third parties and leased under a lease that expires in October 2029.
We store and transport NGLs for wholesale deliveries to industrial NGL users and propane retailers in the southeastern U.S. Significant Recent Developments Termination of Merger Agreement.
We store and transport NGLs for wholesale deliveries to industrial NGL users and propane retailers in the southeastern U.S. Significant Recent Developments Tariffs and Trading Relationships.
This agricultural sulfur product is a clear liquid containing 12% nitrogen and 26% sulfur. This product serves as a liquid plant nutrient used directly through spray rigs or irrigation systems. It is also blended with other nitrogen phosphorus potassium liquids or suspensions as well.
We produce ammonium thiosulfate at our Neches terminal facility in Beaumont, Texas. This agricultural sulfur product is a clear liquid containing 12% nitrogen and 26% sulfur. This product serves as a liquid plant nutrient used directly through spray rigs or irrigation systems. It is also blended with other nitrogen phosphorus potassium liquids or suspensions as well.
Environmental and Regulatory Matters Our activities are subject to various federal, state and local laws and regulations, as well as orders of regulatory bodies, governing a wide variety of matters, including marketing, production, pricing, community right-to-know, protection of the environment, safety and other matters.
Environmental and Regulatory Matters Our activities are subject to various federal, state and local laws and regulations, as well as orders of regulatory bodies, governing a wide variety of matters, including marketing, production, pricing, community right-to-know, protection of the environment, safety and other matters. 14 Environmental We are subject to complex federal, state, and local environmental laws and regulations governing the discharge of materials into the environment or otherwise relating to protection of human health, natural resources and the environment.
As of December 31, 2024, Martin Resource Management Corporation owned 15.7% of our total outstanding common limited partner units.
As of December 31, 2025, Martin Resource Management Corporation owned 20.2% of our total outstanding common limited partner units.
The following is a summary description of our fuel and lubricant terminals at: Terminal Location Aggregate Capacity (barrels) End of Lease (Including Options) Amelia Amelia, Louisiana 13,000 August 2028 Dock 193 2 Gueydan, Louisiana 11,000 May 2029 Fourchon Fourchon, Louisiana 80,900 May 2027 Fourchon 16 Fourchon, Louisiana 15,200 July 2048 Galveston T 1 Galveston, Texas 10,500 Own Jennings Bulk Plant Jennings, Louisiana 7,600 Own Lake Charles T Lake Charles, Louisiana 1,000 February 2028 Port Arthur Port Arthur, Texas 16,400 November 2028 Sabine Pass 1 Sabine Pass, Texas 16,000 September 2036 1 This terminal is currently in caretaker status. 2 A portion of this terminal is owned. 7 Underground NGL Storage Terminal Operations Our underground NGL terminalling assets have storage and logistics capabilities for NGLs purchased primarily from major domestic oil refiners and natural gas processors.
The following is a summary description of our fuel and lubricant terminals: Terminal Location Aggregate Capacity (barrels) End of Lease (Including Options) Amelia Amelia, Louisiana 12,900 August 2028 Dock 193 1 Gueydan, Louisiana 11,000 May 2029 Fourchon Fourchon, Louisiana 80,900 May 2027 Fourchon 16 Fourchon, Louisiana 15,200 July 2048 Galveston T 2 Galveston, Texas 10,400 Own Jennings Bulk Plant Jennings, Louisiana 7,600 Own Lake Charles T Lake Charles, Louisiana 1,000 February 2028 Port Arthur Port Arthur, Texas 16,400 November 2028 Sabine Pass 2 Sabine Pass, Texas — September 2036 1 A portion of this terminal is owned. 2 These terminals are currently in caretaker status.
Although certain hydrocarbons are not subject to CERCLA’s reach because "petroleum" is excluded from CERCLA’s definition of a "hazardous substance," in the course of our ordinary operations we will generate wastes that may fall within the definition of a "hazardous substance." In addition, some state counterparts to CERCLA tie liability to a broader set of substances than does CERCLA. 15 Solid Waste We generate both hazardous and nonhazardous solid wastes, which are subject to requirements of the federal Resource Conservation and Recovery Act, as amended ("RCRA") and comparable state statutes.
Although certain hydrocarbons are not subject to CERCLA’s reach because "petroleum" is excluded from CERCLA’s definition of a "hazardous substance," in the course of our ordinary operations we will generate wastes that may fall within the definition of a "hazardous substance." In addition, some state counterparts to CERCLA tie liability to a broader set of substances than does CERCLA.
Our primary competitors for both lubricants and shore bases include several independent operators as well as major companies that maintain their own similarly equipped marine terminals, shore bases and fuel and lubricant supply sources.
Shore base rental contracts are generally long-term contracts and provide more protection from competition. Our primary competitors for both lubricants and shore bases include several independent operators as well as major companies that maintain their own similarly equipped marine terminals, shore bases and fuel and lubricant supply sources.
The sulfuric acid produced and not consumed by the captive ammonium sulfate production is sold to third parties or converted into oleum (otherwise known as fuming sulfuric acid) and utilized by DSM to produce ultra-pure electronic level sulfuric acid for the semiconductor manufacturing industry. 10 We own the following marine assets and use them to transport molten sulfur between U.S.
The sulfuric acid produced and not consumed by the captive ammonium sulfate production is sold to third parties or converted into oleum (otherwise known as fuming sulfuric acid) and utilized by DSM Semichem LLC ("DSM") to produce ultra-pure electronic level sulfuric acid for the semiconductor manufacturing industry. Electronic Level Sulfuric Acid Joint Venture.
The United States Environmental Protection Agency published strict new methane emission regulations for certain oil and gas facilities in March 2024 and the tax legislation enacted in 2022 established a charge on methane emissions above certain limits from the same facilities, which rule was finalized in November 2024.
The EPA published strict new methane emission regulations for certain oil and gas facilities in March 2024 and tax legislation enacted in 2022 established a charge on methane emissions above certain limits from the same facilities, which rule was finalized in November 2024. To date, such requirements have not had a substantial effect upon our operations.
The locations and capabilities of our terminals are structured to complement our other businesses and reflect our strategy to provide a broad range of integrated services in the storage, handling and transportation of products.
Terminalling and Storage Segment Specialty Terminal Operations We own or operate nine terminalling facilities providing storage, handling and transportation of various petroleum products and by-products. The locations and capabilities of our terminals are structured to complement our other businesses and reflect our strategy to provide a broad range of integrated services in the storage, handling and transportation of products.
Some of these specialty products require treatment across a wide range of temperatures (between approximately -30 to +400 degrees Fahrenheit) to remain in liquid form, which our facilities are designed to accommodate.
Some of these specialty products require treatment across a wide range of temperatures (between approximately -30 to +400 degrees Fahrenheit) to remain in liquid form, which our facilities are designed to accommodate. These capabilities help us enhance relationships with our customers by offering them specialized services to handle their unique product requirements.
Certain Relationships and Related Transactions, and Director Independence." Commercial We have been and anticipate that we will continue to be both a significant customer and supplier of products and services offered by Martin Resource Management Corporation.
Certain Relationships and Related Transactions, and Director Independence." 13 Commercial We are and anticipate we will continue to be both an important supplier to and customer of Martin Resource Management Corporation.
The following is a summary description of our full service terminals: Terminal Location Aggregate Capacity (barrels) End of Lease (Including Options) Harbor Island 1 Port Aransas, Texas 5,200 December 2039 Pelican Island Galveston, Texas 81,200 Own Theodore Theodore, Alabama 20,100 Own 1 A portion of this terminal is owned. Fuel and Lubricant Terminals.
Customers of our full service terminals are primarily oil and gas exploration and production companies, oilfield service companies such as drilling fluids companies, marine transportation companies and offshore construction companies. 6 The following is a summary description of our full service terminals: Terminal Location Aggregate Capacity (barrels) End of Lease (Including Options) Harbor Island 1 Port Aransas, Texas 5,200 December 2039 Pelican Island Galveston, Texas 81,200 Own Theodore Theodore, Alabama 19,900 Own 1 A portion of this terminal is owned.
Pursuant to the terms of the Paris Agreement, the withdrawal will take effect on January 27, 2026. State and local GHG initiatives may continue despite the U.S. withdrawal from the Paris Agreement.
Pursuant to the terms of the Paris Agreement, the withdrawal took effect on January 27, 2026 and on January 7, 2026, it was announced that the United States will also withdraw from the United Nations Framework Convention on Climate Change. State and local GHG initiatives may continue despite the U.S. withdrawal from the Paris Agreement.
Martin Resource Management Corporation, owner of our general partner, which is privately owned, assumes a significant amount of the working capital demands and margin risk, providing stable fee-based cash flows to our limited partners. Terminalling and Storage Segment Specialty Terminal Operations We own or operate nine terminalling facilities providing storage, handling and transportation of various petroleum products and by-products.
Martin Resource Management Corporation, owner of our general partner, which is privately owned, assumes a significant amount of the working capital demands and margin risk as the counterparty to many of our fee-based contracts, providing stable fee-based cash flows to our limited partners.
On January 21, 2025, we declared a quarterly cash distribution of $0.005 per common unit for the fourth quarter of 2024, or $0.02 per common unit on an annualized basis, which was paid on February 14, 2025 to unitholders of record as of February 7, 2025. Amendment to Credit Facility.
On January 22, 2026, we declared a quarterly cash distribution of $0.005 per common unit for the fourth quarter of 2025, or $0.02 per common unit on an annualized basis, which was paid on February 13, 2026 to unitholders of record as of February 6, 2026. 3 Our Growth Strategy The key components of our growth strategy are: • Establish Strategic Commercial Alliances .
This facility has a capacity of 2.3 million barrels for NGLs along with a railcar facility with the capacity to handle up to 24 railcars per day. These operations support the NGL marketing efforts in our specialty products division and at Martin Resource Management Corporation. Competition in our Terminalling and Storage Segment.
This facility has a capacity of 2.3 million barrels for NGLs along with a railcar facility that includes a loading/unloading rack with connections for 30 cars and the ability to load or unload multiple products at a time. These operations support the NGL marketing efforts in our specialty products division and at Martin Resource Management Corporation.
Under CERCLA, these responsible persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources, and for the costs of certain health studies, and it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances into the environment.
Under CERCLA, such responsible persons may be subject to strict liability and, in some cases, joint and several liability for the costs of cleaning up hazardous substances that have been released into the environment, for damages to natural resources, and for the costs of certain health studies.
From time to time, the U.S. Environmental Protection Agency ("EPA") has considered making changes in nonhazardous waste standards that would result in stricter disposal requirements for these wastes.
Solid Waste We generate both hazardous and nonhazardous solid wastes, which are subject to requirements of the federal Resource Conservation and Recovery Act, as amended ("RCRA") and comparable state statutes. From time to time, the U.S. Environmental Protection Agency ("EPA") has considered making changes in nonhazardous waste standards that would result in stricter disposal requirements for these wastes.
Additionally, while some companies have significantly more terminalling and storage capacity than us, not all terminalling and storage facilities located in the markets we serve are equipped to properly handle specialty products such as asphalt, sulfur and anhydrous ammonia.
Additionally, while some companies have significantly more terminalling and storage capacity than us, not all terminalling and storage facilities located in the markets we serve are equipped to properly handle specialty products such as asphalt, sulfur and anhydrous ammonia. 7 The principal competitive factors affecting our terminals, which provide fuel and lubricants distribution and marketing, as well as shore bases at certain terminals, are the locations of the facilities, availability of competing logistical support services and the experience of personnel and dependability of service.
To date, such requirements have not had a substantial effect upon our operations. Still, new legislation or regulatory programs that restrict emissions of GHGs in areas in which we conduct business could adversely affect our operations and demand for our services.
Still, new legislation or regulatory programs that restrict emissions of GHGs in areas in which we conduct business could adversely affect our operations and demand for our services. Under the Trump Administration, there has been a shift away from the previous administration’s GHG program.
In addition to the direct expenses, under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses. For the years ended December 31, 2024 and 2023, the Board of Directors approved reimbursement amounts of $13.5 million and $14.0 million, respectively, reflecting our allocable share of such expenses.
In addition to the direct expenses, under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses.
The Conflicts Committee will review and approve future 13 adjustments in the reimbursement amount for indirect expenses, if any, annually.
For each of the years ended December 31, 2025 and 2024, the Board of Directors of our general partner (the "Board of Directors") approved a reimbursement amount of $13.5 million, reflecting our allocable share of such expenses. The Conflicts Committee will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.
Thus, the future of the new methane and waste emission charge rules, as well as the regulation of GHGs by the federal government, is unclear at this time. Climate change could have an effect on the severity of weather (including hurricanes and floods), sea levels, wildfires, the arability of farmland, and water availability and quality.
In December 2025, the EPA issued a final rule extending several compliance deadlines and timeframes associated with the 2024 methane rules. 16 Climate change could have an effect on the severity of weather events (including hurricanes and floods), sea levels, wildfires, the arability of farmland, and water availability and quality.
We, through our affiliate Martin Transport, Inc. ("MTI"), will also provide land transportation services for the ELSA produced by DSM. On April 1, 2024, we contributed $6.5 million to DSM, which represents the cash contribution required pursuant to DSM's limited liability agreement for our 10% non-controlling interest.
We, through our affiliate Martin Transport, Inc. ("MTI"), will also provide land transportation services for the ELSA produced by DSM. We own the following marine assets and use them to transport molten sulfur between U.S.
Removed
On October 3, 2024, the Partnership, Martin Resource Management Corporation, MMGP, and MRMC Merger Sub LLC, a wholly owned subsidiary of Martin Resource Management Corporation (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub agreed to merge with and into the Partnership, with the Partnership surviving as a wholly owned subsidiary of Parent (the “Merger”).
Added
In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with those countries which the United States has the largest trade deficits, including China.
Removed
On December 26, 2024, Martin Resource Management Corporation and the Partnership (with the approval of the conflicts committee (the “Conflicts Committee”) of the board of directors of MMGP (the “Board of Directors”)) entered into a termination agreement (the “Termination Agreement”), pursuant to which the Merger Agreement was terminated. As a result, the Merger Agreement has no further force and effect.
Added
Increased tariffs by the United States have led, and may continue to lead, to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government announced and rescinded multiple tariffs on several foreign jurisdictions, which increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. In August 2025, however, the U.S.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe continuing trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment, and, thus, any changes in environmental laws and regulations that result in more stringent and costly waste handling, storage, transport, disposal or remediation requirements could have a material adverse effect on our operations and financial position.
Biggest changeAccordingly, changes in environmental laws and regulations that impose more stringent or costly waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position. Increasing scrutiny and changing expectations from stakeholders with respect to our sustainability practices may impose additional costs on us or expose us to new or additional risks.
Disbursements under the IRA, however, have been paused by the Trump Administration. Such federal tax legislation and similar state or federal initiatives to incentivize a shift away from fossil fuels could reduce demand for hydrocarbons, thereby reducing demand for our products and services and negatively impacting our business.
However, disbursements under the IRA have been paused by the Trump Administration. Such federal tax legislation and similar state or federal initiatives to incentivize a shift away from fossil fuels could reduce demand for hydrocarbons, thereby reducing demand for our products and services and negatively impacting our business.
The natural decline in production in our operating regions and in other regions from which we source NGL supplies means our long-term success depends on our ability to obtain new sources of supplies of natural gas, NGLs and crude oil, which depends on certain factors beyond our control.
The natural decline in production in our operating regions and in other regions from which we source NGL supplies means our long-term success depends on our ability to obtain new sources of supplies of natural gas, NGLs and crude oil, which depends on certain factors beyond our control.
Our business is subject to compliance with environmental laws and regulations that could expose us to significant costs and liabilities and adversely affect our results of operations and ability to make distributions to our unitholders.
Our business is subject to compliance with environmental laws and regulations that could expose us to significant costs and liabilities and adversely affect our results of operations and ability to make distributions to our unitholders.
NASDAQ does not require a publicly traded partnership like us to comply with certain of its corporate governance requirements, and therefore, unitholders do not have the same protections afforded to shareholders of corporations subject to all NASDAQ requirements.
NASDAQ does not require a publicly traded partnership like us to comply with certain of its corporate governance requirements, and therefore, unitholders do not have the same protections afforded to shareholders of corporations subject to all NASDAQ requirements.
Our general partner may also cause us to issue an unlimited number of additional common units or other equity securities of equal rank with the common units, without unitholder approval, in a number of circumstances such as: • the issuance of common units in additional public offerings or in connection with acquisitions that increase cash flow from operations on a pro forma, per unit basis; • the conversion of subordinated units into common units; • the conversion of units of equal rank with the common units into common units under some circumstances; or • the conversion of our general partner's general partner interest in us as a result of the withdrawal of our general partner.
Our general partner may also cause us to issue an unlimited number of additional common units or other equity securities of equal rank with the common units, without unitholder approval, in a number of circumstances such as: • the issuance of common units in additional public offerings or in connection with acquisitions that increase cash flow from operations on a pro forma, per unit basis; • the conversion of subordinated units into common units; • the conversion of units of equal rank with the common units into common units under some circumstances; or • the conversion of our general partner's general partner interest in us as a result of the withdrawal of our general partner.
A successful IRS contest of the federal income tax positions we take could adversely affect the market for our common units and the costs of any contest will be borne by our unitholders, debt security holders and our general partner.
A successful IRS contest of the federal income tax positions we take could adversely affect the market for our common units and the costs of any contest will be borne by our unitholders, debt security holders and our general partner.
If the IRS makes audit adjustments to our income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.
If the IRS makes audit adjustments to our income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.
Entity level taxes on income from C corporation subsidiaries will reduce cash available for distribution, and an individual unitholder’s share of dividend and interest income from such subsidiaries would constitute portfolio income that could not be offset by the unitholder’s share of our other losses or deductions.
Entity level taxes on income from C corporation subsidiaries will reduce cash available for distribution, and an individual unitholder’s share of dividend and interest income from such subsidiaries would constitute portfolio income that could not be offset by the unitholder’s share of our other losses or deductions.
We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred.
We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred.
We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred.
We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred.
We have adopted certain valuation methodologies and monthly conventions for U.S. federal income tax purposes that may result in a shift of income, gain, loss and deduction among our unitholders. The IRS may challenge this treatment, which could adversely affect the value of our units.
We have adopted certain valuation methodologies and monthly conventions for U.S. federal income tax purposes that may result in a shift of income, gain, loss and deduction among our unitholders. The IRS may challenge this treatment, which could adversely affect the value of our units.
For example, our Partnership Agreement: • permits our general partner to make a number of decisions in its "sole discretion." This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner; • provides that our general partner is entitled to make other decisions in its "reasonable discretion," which may reduce the obligations to which our general partner would otherwise be held; 35 • provides that affiliated transactions and resolutions of conflicts of interest not involving a required vote of unitholders must be "fair and reasonable" to us and that, in determining whether a transaction or resolution is "fair and reasonable," our general partner may consider the interests of all parties involved, including its own; and • provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for errors of judgment or for any acts or omissions if our general partner and those other persons acted in good faith.
For example, our Partnership Agreement: • permits our general partner to make a number of decisions in its "sole discretion." This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner; • provides that our general partner is entitled to make other decisions in its "reasonable discretion," which may reduce the obligations to which our general partner would otherwise be held; • provides that affiliated transactions and resolutions of conflicts of interest not involving a required vote of unitholders must be "fair and reasonable" to us and that, in determining whether a transaction or resolution is "fair and reasonable," our general partner may consider the interests of all parties involved, including its own; and • provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for errors of judgment or for any acts or omissions if our general partner and those other persons acted in good faith.
Martin Resource 37 Management Corporation's directors and officers have a fiduciary duty to make these decisions in the best interests of the shareholders of Martin Resource Management Corporation without regard to the best interests of the unitholders; • Martin Resource Management Corporation may engage in limited competition with us; • Our general partner is allowed to take into account the interests of parties other than us, such as Martin Resource Management Corporation, in resolving conflicts of interest, which has the effect of reducing its fiduciary duty to our unitholders; • Under our Partnership Agreement, our general partner may limit its liability and reduce its fiduciary duties, while also restricting the remedies available to our unitholders for actions that, without the limitations and reductions, might constitute breaches of fiduciary duty.
Martin Resource Management Corporation's directors and officers have a fiduciary duty to make these decisions in the best interests of the shareholders of Martin Resource Management Corporation without regard to the best interests of our unitholders; • Martin Resource Management Corporation may engage in limited competition with us; • Our general partner is allowed to take into account the interests of parties other than us, such as Martin Resource Management Corporation, in resolving conflicts of interest, which has the effect of reducing its fiduciary duty to our unitholders; • Under our Partnership Agreement, our general partner may limit its liability and reduce its fiduciary duties, while also restricting the remedies available to our unitholders for actions that, without the limitations and reductions, might constitute breaches of fiduciary duty.
The amount of cash we can distribute on our common units principally depends upon the amount of net cash generated from our operations, which will fluctuate from quarter to quarter based on, among other things: • the costs of acquisitions, if any; • the prices of petroleum products and by-products; • fluctuations in our working capital; • the level of capital expenditures we make; • restrictions contained in our debt instruments and our debt service requirements; • our ability to make working capital borrowings under our credit facility; and • the amount, if any, of cash reserves established by our general partner in its discretion.
The amount of cash we can distribute on our common units principally depends upon the amount of net cash generated from our operations, which will fluctuate from quarter to quarter based on, among other things: • the costs of acquisitions, if any; • the prices of petroleum products and by-products; • fluctuations in our working capital; • the level of capital expenditures we make; 21 • restrictions contained in our debt instruments and our debt service requirements; • our ability to make working capital borrowings under our credit facility; and • the amount, if any, of cash reserves established by our general partner in its discretion.
Distributions to non-U.S. persons will also be subject to a 10% withholding tax on the amount realized with respect to any distribution, and in the case of a distribution effected through a broker, the amount realized is the amount of any distribution in excess of our “cumulative net income.” As we do not compute our cumulative net income for such purposes due to the complexity of the calculation and lack of clarity in how it would apply to us, we intend to treat all of our distributions as being in excess of our cumulative net income for such purposes and subject to such 10% withholding tax.
Distributions to non-U.S. persons will also be subject to a 10% withholding tax on the amount realized with respect to any distribution, and in the case of a distribution effected through a broker, the amount realized is the amount of any distribution in 41 excess of our “cumulative net income.” As we do not compute our cumulative net income for such purposes due to the complexity of the calculation and lack of clarity in how it would apply to us, we intend to treat all of our distributions as being in excess of our cumulative net income for such purposes and subject to such 10% withholding tax.
The level of activity is subject to large fluctuations in response to relatively minor changes in a variety of factors that are beyond our control, including: • prevailing oil and natural gas prices and expectations about future prices and price volatility; • the ability of exploration and production companies to drill in other basins that have more attractive rates of return; 22 • the cost of offshore exploration for and production and transportation of oil and natural gas; • worldwide demand for oil and natural gas • consolidation of oil and gas and oil service companies operating offshore; • availability and rate of discovery of new oil and natural gas reserves in offshore areas; • local and international political and economic conditions and policies; • technological advances affecting energy production and consumption; • weather conditions; • climate change; • environmental regulation; and • the ability of oil and gas companies to generate or otherwise obtain funds for exploration and production As a result of the decline in commodity prices over the last several years, offshore development activity in the Gulf of Mexico declined substantially, diminishing demand for our terminalling and storage services.
The level of activity is subject to large fluctuations in response to relatively minor changes in a variety of factors that are beyond our control, including: • prevailing oil and natural gas prices and expectations about future prices and price volatility; • the ability of exploration and production companies to drill in other basins that have more attractive rates of return; • the cost of offshore exploration for and production and transportation of oil and natural gas; • worldwide demand for oil and natural gas • consolidation of oil and gas and oil service companies operating offshore; • availability and rate of discovery of new oil and natural gas reserves in offshore areas; • local and international political and economic conditions and policies; • technological advances affecting energy production and consumption; • weather conditions; • climate change; 22 • environmental regulation; and • the ability of oil and gas companies to generate or otherwise obtain funds for exploration and production As a result of the decline in commodity prices over the last several years, offshore development activity in the Gulf of America declined substantially, diminishing demand for our terminalling and storage services.
Ratings are subject to revision or withdrawal at any time by the rating agencies, and we cannot assure you that we will maintain our current credit ratings. The industry in which we operate is highly competitive and increased competitive pressure could adversely affect our business and operating results. 32 We compete with similar enterprises in our respective areas of operation.
Ratings are subject to revision or withdrawal at any time by the rating agencies, and we cannot assure you that we will maintain our current credit ratings. The industry in which we operate is highly competitive and increased competitive pressure could adversely affect our business and operating results. We compete with similar enterprises in our respective areas of operation.
Any failure, or perceived failure, by us to adequately address privacy and cybersecurity concerns or comply with applicable data protection laws could result in 33 proceedings or actions against us by governmental entities or others, subject us to significant fines, penalties, judgments, and negative publicity, require us to change our business practices, increase the costs and complexity of compliance, or adversely affect our business.
Any failure, or perceived failure, by us to adequately address privacy and cybersecurity concerns or comply with applicable data protection laws could result in proceedings or actions against us by governmental entities or others, subject us to significant fines, penalties, judgments, and negative publicity, require us to change our business practices, increase the costs and complexity of compliance, or adversely affect our business.
Current and prospective non-U.S. unitholders should consult their tax advisors regarding the impact of these rules on an investment in our common units. 41 We treat a purchaser of our common units as having the same tax benefits without regard to the seller's identity. The IRS may challenge this treatment, which could adversely affect the value of the common units.
Current and prospective non-U.S. unitholders should consult their tax advisors regarding the impact of these rules on an investment in our common units. We treat a purchaser of our common units as having the same tax benefits without regard to the seller's identity. The IRS may challenge this treatment, which could adversely affect the value of the common units.
Our impairment analyses for long-lived assets require management to apply judgment in evaluating whether events and circumstances are present that indicate an impairment may have occurred. If we believe an impairment may have occurred judgments are then applied in estimating future cash flows and useful lives, as well as assessing the probability of different outcomes.
Our impairment analyses for long-lived assets require management to apply judgment in evaluating whether events and circumstances are present that indicate an impairment may have occurred. If we believe an impairment may have occurred, judgments are then applied in estimating future cash flows 27 and useful lives, as well as assessing the probability of different outcomes.
We cannot predict what additional changes to trade policy will be made by the Trump administration or Congress, including whether existing tariff policies will be maintained or modified, what products may be subject to such policies, or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business.
We cannot predict what additional changes to trade policy will be made by the Trump Administration or Congress, including whether existing tariff policies will be maintained or modified, what products 31 may be subject to such policies, or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business.
Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, increased cost of operations, or otherwise harm our business. The regulatory environment surrounding data privacy and protection is constantly evolving and can be subject to significant change. New data protection laws pose increasingly complex compliance challenges and potentially elevate our costs.
Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, increased cost of operations, or otherwise harm our business. 33 The regulatory environment surrounding data privacy and protection is constantly evolving and can be subject to significant change. New data protection laws pose increasingly complex compliance challenges and potentially elevate our costs.
Commodity prices also have been impacted by political instability in China and the Middle East (including the conflict in Israel). If commodity prices remain weak for a sustained period, our terminalling throughput volumes may be negatively impacted, particularly as producers are curtailing or redirecting drilling, adversely affecting our results of operations.
Commodity prices also have been impacted by political instability in China and the Middle East (including the conflict in Israel and the conflict in Venezuela). If commodity prices remain weak for a sustained period, our terminalling throughput volumes may be negatively impacted, particularly as producers are curtailing or redirecting drilling, adversely affecting our results of operations.
Our business could be impacted by initiatives to address greenhouse gases and climate change and incentives to conserve energy or use alternative energy sources. For example, the federal tax legislation enacted in 2022, includes incentives to increase renewable energy, such as wind and solar electric generation, and encourages consumers to use these alternative energy sources.
Our business could be impacted by initiatives to address greenhouse gases and climate change and incentives to conserve energy or use alternative energy sources. For example, the federal tax legislation enacted in 2022, includes incentives 25 to increase renewable energy, such as wind and solar electric generation, and encourages consumers to use these alternative energy sources.
A bankruptcy filing by or against Martin Resource Management Corporation could also result in the termination or material breach of some or all of the various commercial contracts between us and Martin 38 Resource Management Corporation, which could have a material adverse impact on our results of operations, cash flow and ability to make distributions to our unitholders.
A bankruptcy filing by or against Martin Resource Management Corporation could also result in the termination or material breach of some or all of the various commercial contracts between us and Martin Resource Management Corporation, which could have a material adverse impact on our results of operations, cash flow and ability to make distributions to our unitholders.
For example, we are required to pay a Texas margin tax at a maximum effective rate of 0.525% of our gross income apportioned to Texas in the prior year. Imposition of any such tax on us by any other state will reduce the cash available for distribution to our unitholders.
For example, we are required to pay a Texas margin tax at a maximum effective 39 rate of 0.525% of our gross income apportioned to Texas in the prior year. Imposition of any such tax on us by any other state will reduce the cash available for distribution to our unitholders.
Therefore, the use of our 42 proration method may not be permitted under existing Treasury regulations, and, accordingly, our counsel is unable to opine as to the validity of such method. If the IRS were to challenge our proration method, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders.
Therefore, the use of our proration method may not be permitted under existing Treasury regulations, and, accordingly, our counsel is unable to opine as to the validity of such method. If the IRS were to challenge our proration method, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders.
Changes in U.S. foreign trade policies, including the imposition of additional tariffs and other trade barriers, and efforts to withdraw from or materially modify international trade agreements, may materially and adversely affect our business, operations and financial condition. Changes in transportation regulations may increase our costs and negatively impact our results of operations.
Changes in U.S. foreign trade policies, including the imposition of tariffs and other trade barriers, and efforts to withdraw from or materially modify international trade agreements, may materially and adversely affect our business, operations and financial condition. Changes in transportation regulations may increase our costs and negatively impact our results of operations.
Our general partner's discretion in determining the level of our cash reserves may adversely affect our ability to make cash distributions to our unitholders. 20 Unitholders may not have limited liability if a court finds that we have not complied with applicable statutes or that unitholder action constitutes control of our business.
Our general partner's discretion in determining the level of our cash reserves may adversely affect our ability to make cash distributions to our unitholders. Unitholders may not have limited liability if a court finds that we have not complied with applicable statutes or that unitholder action constitutes control of our business.
If third-party pipelines and other facilities interconnected to our terminals become partially or fully unavailable to transport natural gas, NGLs and crude oil, our revenues could be adversely affected. We depend upon third-party pipelines, storage and other facilities that provide delivery options to and from our terminals.
If third-party pipelines and other facilities interconnected to our terminals become partially or fully unavailable to transport natural gas, NGLs and crude oil, our revenues could be adversely affected. 30 We depend upon third-party pipelines, storage and other facilities that provide delivery options to and from our terminals.
The sale of any common or subordinated units could have an adverse impact on the price of the common units or on any trading market that may develop. Unitholders have less power to elect or remove management of our general partner than holders of common stock in a corporation.
The sale of any common or subordinated units could have an adverse impact on the price of the common units or on any trading market that may develop. 34 Unitholders have less power to elect or remove management of our general partner than holders of common stock in a corporation.
Department of the Treasury plans to address in future proposed and final Treasury regulations. We are unable to predict how such future regulations may treat fertilizer or hedging activities, but such regulations could impact our ability to treat certain 39 activities as generating qualifying income.
Department of the Treasury plans to address in future proposed and final Treasury regulations. We are unable to predict how such future regulations may treat fertilizer or hedging activities, but such regulations could impact our ability to treat certain activities as generating qualifying income.
Fluctuations in interest rates could materially affect our financial results We are exposed to counterparty risk in our credit facility and hedging agreements and we may not be able to access funds under our credit facility if there is a default. 19 We are exposed to counterparty credit risk.
Fluctuations in interest rates could materially affect our financial results We are exposed to counterparty risk in our credit facility and hedging agreements and we may not be able to access funds under our credit facility if there is a default. We are exposed to counterparty credit risk.
Our liquidity and revenues have been adversely affected by this volatility during periods of decreasing prices because of the reduction in the value and resale price of our inventory. In addition, our liquidity 27 and costs have been adversely affected during periods of increasing prices because of the increased costs associated with our purchase of petroleum products and by-products.
Our liquidity and revenues have been adversely affected by this volatility during periods of decreasing prices because of the reduction in the value and resale price of our inventory. In addition, our liquidity and costs have been adversely affected during periods of increasing prices because of the increased costs associated with our purchase of petroleum products and by-products.
Changes in U.S. foreign trade policies, including the imposition of additional tariffs and other trade barriers, and efforts to withdraw from or materially modify international trade agreements, may materially and adversely affect our business, operations and financial condition.
Changes in U.S. foreign trade policies, including the imposition of tariffs and other trade barriers, and efforts to withdraw from or materially modify international trade agreements, may materially and adversely affect our business, operations and financial condition.
Further, taking advantage of opportunities to reduce our existing debt, such as debt exchanges, debt repurchases, or modifications of our existing debt could result in 40 "cancellation of indebtedness income" (also referred to as "COD income") being allocated to our unitholders as taxable income.
Further, taking advantage of opportunities to reduce our existing debt, such as debt exchanges, debt repurchases, or modifications of our existing debt could result in "cancellation of indebtedness income" (also referred to as "COD income") being allocated to our unitholders as taxable income.
Our ability to renew or replace existing contracts with our customers at rates sufficient to maintain current revenues and cash flows could be adversely affected by the activities of our competitors and our customers.
Our ability to renew or replace existing contracts with our customers at rates sufficient to maintain current revenues and cash flows could be adversely 32 affected by the activities of our competitors and our customers.
Adverse weather conditions, including droughts, hurricanes, tropical storms, ice storms, extreme cold weather and other severe weather, exacerbated by climate change, could reduce our results of operations and ability to make distributions to our unitholders. Our distribution network and operations are primarily concentrated in the Gulf Coast region of the U.S. and along the Mississippi River inland waterway.
Adverse weather conditions, including droughts, hurricanes, tropical storms, ice storms, extreme cold weather and other severe weather, exacerbated by climate change, could reduce our results of operations and ability to make distributions to our unitholders. Our operations are primarily concentrated in the Gulf Coast region of the U.S. and along the Mississippi River inland waterway.
Furthermore, in response to depressed commodity prices, many operators have announced substantial reductions in their estimated capital expenditures, rig count and completion crews.
Furthermore, in response to depressed commodity prices, many 28 operators have announced substantial reductions in their estimated capital expenditures, rig count and completion crews.
Any material failure, interruption of service, compromise of data security, or cybersecurity threat or attack could adversely affect our relations with suppliers, customers, and regulators, and resulting in negative impacts to our market share, operations, and profitability. We will have to continually upgrade our infrastructure and applications to reduce or mitigate these risks.
Any material failure, interruption of service, compromise of data security, or cybersecurity threat or attack could adversely affect our relationships with suppliers, customers, and regulators, and resulting in negative impacts to our market share, operations, and profitability. We will have to continually upgrade our infrastructure and applications to reduce or mitigate these risks.
Demand for our lubricants and the diesel fuel we throughput in our Terminalling and Storage segment can be affected if offshore drilling operations are disrupted by weather in the Gulf of Mexico. In addition, our assets are vulnerable to winter storms and extreme cold weather.
Demand for our lubricants and the diesel fuel we throughput in our Terminalling and Storage segment can be affected if offshore drilling operations are disrupted by weather in the Gulf of America. In addition, our assets are vulnerable to winter storms and extreme cold weather.
We are exposed to counterparty risk in our credit facility and hedging agreements, and we may not be able to access funds under our credit facility if there is a default. We rely on our credit facility to assist in financing a significant portion of our working capital, acquisitions and capital expenditures.
We are exposed to counterparty risk in our credit facility and we may not be able to access funds under our credit facility if there is a default. We rely on our credit facility to assist in financing a significant portion of our working capital, acquisitions and capital expenditures.
Additionally, adverse effects upon the oil and gas industry related to the worldwide social and political environment, including uncertainty or instability resulting from climate change, changes in political leadership and environmental policies, changes in geopolitical-social views toward fossil fuels and renewable energy, concern about the environmental impact of climate change and investors’ expectations regarding ESG matters, may also adversely affect demand for our services.
Additionally, adverse effects upon the oil and gas industry related to the worldwide social and political environment, including uncertainty or instability resulting from climate change, changes in political leadership and environmental policies, changes in geopolitical-social views toward fossil fuels and renewable energy, concern about the environmental impact of 29 climate change and investors’ expectations regarding sustainability matters, may also adversely affect demand for our services.
As of December 31, 2024, the maximum federal income tax rate applicable to such qualified dividend income that is allocable to individuals was 20% (plus a 3.8% net investment income tax that applies to certain net investment income earned by individuals, estates and trusts).
As of December 31, 2025, the maximum federal income tax rate applicable to such qualified dividend income that is allocable to individuals was 20% (plus a 3.8% net investment income tax that applies to certain net investment income earned by individuals, estates and trusts).
Regardless of the industry, investors’ increased focus and activism related to ESG and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices.
Regardless of the industry, investors’ increased focus and activism related to sustainability and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s sustainability practices.
In December 2023, the United Nations Climate Change Conference ("COP 28") held in Dubai issued its first global stocktake agreement, which called on parties, including the United States, to contribute to the transitioning away from fossil fuels, reduction of methane emissions, and increase in renewable energy capacity to achieve net zero emissions by 2050.
In December 2023, the United Nations Climate Change Conference ("COP 28") held in Dubai issued its first global stocktake agreement, which called on parties, including the United States, to contribute to the transitioning away from fossil fuels, reduce methane emissions, and increase renewable energy capacity to achieve net zero emissions by 2050.
If Martin Resource Management Corporation were ever to file for bankruptcy or otherwise default on its obligations under its credit facility, amounts we owe under our credit facility may become immediately due and payable and our results of operations could be adversely affected.
If Martin Resource Management Corporation were ever to file for bankruptcy or otherwise default on its obligations under its credit facility, amounts we owe under our credit facility may become immediately due and payable and our results of operations could be adversely affected. The U.S.
Decreasing energy prices could adversely affect our results of operations. Decreasing energy prices could adversely affect our results of operations. U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions between Ukraine and Russia, which has devolved into military conflict.
Decreasing energy prices could adversely affect our results of operations. Decreasing energy prices could adversely affect our results of operations. U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions such as those between Ukraine and Russia, which has devolved into military conflict.
Based on our floating rate debt outstanding as of December 31, 2024, a 100 basis point increase in interest rates on this amount of debt would result in an increase in interest expense and a corresponding decrease in net income of approximately $0.5 million annually.
Based on our floating rate debt outstanding as of December 31, 2025, a 100 basis point increase in interest rates on this amount of debt would result in an increase in interest expense and a corresponding decrease in net income of approximately $0.4 million annually.
For instance, while our credit facility had $150.0 million in lender commitments at December 31, 2024, the amount we were able to borrow was limited by the financial covenants contained therein. Fluctuations in interest rates could materially affect our financial results Borrowings under our credit facility are at variable rates.
For instance, while our credit facility had $130.0 million in lender commitments at December 31, 2025, the amount we were able to borrow was limited by the financial covenants contained therein. Fluctuations in interest rates could materially affect our financial results 23 Borrowings under our credit facility are at variable rates.
For example, in February 2021, we experienced Winter Storm Uri ("Uri"), an unprecedented storm bringing extreme cold temperatures and freezing precipitation to Texas and the surrounding areas, which resulted in Gulf Coast refineries running at reduced rates or halting operations entirely.
For example, in February 2021, we were negatively impacted by Winter Storm Uri ("Uri"), an unprecedented storm bringing extreme cold temperatures and freezing precipitation to Texas and the surrounding areas, which resulted in Gulf Coast refineries running at reduced rates or 26 halting operations entirely.
In March 2024, the United States Environmental Protection Agency published strict new methane emission regulations for certain oil and gas facilities and the federal tax legislation enacted in 2022 established a charge on methane emissions above certain limits from the same facilities, which rule was finalized in November 2024.
In March 2024, the EPA published strict new methane emission regulations for certain oil and gas facilities and the federal tax legislation enacted in 2022 established a charge on methane emissions above certain limits from the same facilities, which rule was finalized in November 2024.
Other limitations that may further restrict the deductibility of our losses by a unitholder include the at-risk rules, the excess loss limitation rules for non-corporate unitholders that applies until January 1, 2026, and the prohibition against loss allocations in excess of the unitholder's tax basis in its units.
Other limitations that may further restrict the deductibility of our losses by a unitholder include the at-risk rules, the excess business loss limitation rules for non-corporate unitholders, and the prohibition against loss allocations in excess of the unitholder's tax basis in its units.
For example, effective February 31 4, 2025, the U.S. government implemented an additional tariff on goods being imported from China and announced additional tariffs for goods imported into the U.S. from Mexico and Canada beginning in March 2025.
For example, in February 2025, the U.S. government implemented an additional tariff on goods being imported from China and announced additional tariffs for goods imported into the U.S. from Mexico and Canada beginning in March 2025. In August 2025, however, the U.S.
If we incur material liabilities that are not fully covered by insurance, such as liabilities resulting from accidents on rivers or at sea, spills, fires or explosions, our results of operations and ability to make distributions to our unitholders could be adversely affected.
If we incur material liabilities that are not fully covered by insurance, such as liabilities resulting from accidents on rivers or at sea, spills, fires or explosions, our results of operations and ability to make distributions to our unitholders could be adversely affected. 19 The price volatility of petroleum products and by-products could reduce our liquidity and results of operations and ability to make distributions to our unitholders.
It is unlikely that our common unitholders will have sufficient voting power to elect or remove our general partner without consent of Martin Resource Management Corporation and its affiliates.
Unitholders have less power to elect or remove management of our general partner than holders of common stock in a corporation. It is unlikely that our common unitholders will have sufficient voting power to elect or remove our general partner without consent of Martin Resource Management Corporation and its affiliates.
Debt we owe or incur in the future could limit our flexibility to obtain financing, to pursue other business opportunities, and to pay distributions to our unitholders. As of December 31, 2024, we had approximately $453.5 million in principal amount of debt outstanding (including $53.5 million outstanding under our credit facility).
Debt we owe or incur in the future could limit our flexibility to obtain financing, to pursue other business opportunities, and to pay distributions to our unitholders. As of December 31, 2025, we had approximately $439.0 million in principal amount of debt outstanding (including $39.0 million outstanding under our credit facility).
The issuance of additional common units or other equity securities of equal or senior rank will have the following effects: • our unitholders' proportionate ownership interest in us will decrease; • the amount of cash available for distribution on a per unit basis may decrease; • because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase; • the relative voting strength of each previously outstanding unit will diminish; • the market price of the common units may decline; and • the ratio of taxable income to distributions may increase.
The issuance of additional common units or other equity securities of equal or senior rank will have the following effects: • our unitholders' proportionate ownership interest in us will decrease; • the amount of cash available for distribution on a per unit basis may decrease; • because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase; • the relative voting strength of each previously outstanding unit will diminish; • the market price of the common units may decline; and • the ratio of taxable income to distributions may increase. 36 The control of our general partner may be transferred to a third party and that party could replace our current management team, without unitholder consent.
Our Partnership Agreement limits the liability and reduces the fiduciary duties of our general partner to the unitholders. Our Partnership Agreement also restricts the remedies available to unitholders for actions that would otherwise constitute breaches of our general partner's fiduciary duties.
Our Partnership Agreement also restricts the remedies available to unitholders for actions that would otherwise constitute breaches of our general partner's fiduciary duties.
Our general partner has a limited call right that may require unitholders to sell their common units at an undesirable time or price. 36 If at any time our general partner and its affiliates own more than 80% of the common units, our general partner will have the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the remaining common units held by unaffiliated persons at a price not less than the then-current market price.
If at any time our general partner and its affiliates own more than 80% of the common units, our general partner will have the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the remaining common units held by unaffiliated persons at a price not less than the then-current market price.
State and local GHG initiatives may continue despite the U.S. withdrawal from the Paris Agreement. State, local, and international regulatory measures continue to have the potential to increase our operating costs through direct regulation of GHG emissions resulting from our operations and could also indirectly adversely affect our operations by decreasing demand for our services and products.
State, local, and international regulatory measures continue to have the potential to increase our operating costs through direct regulation of GHG emissions resulting from our and our suppliers operations and could also indirectly adversely affect our operations by decreasing demand for our services and products.
In addition, we have no control over producers or their drilling, completion or production decisions, which are affected by, among other things, prevailing and projected energy prices, demand for hydrocarbons, the level of reserves, geological considerations, governmental regulations, the availability of drilling rigs, other production and development costs and the availability and cost of capital. 28 Fluctuations in energy prices can greatly affect production rates and investments by third parties in the development of new oil and natural gas reserves.
In addition, we have no control over producers or their drilling, completion or production decisions, which are affected by, among other things, prevailing and projected energy prices, demand for hydrocarbons, the level of reserves, geological considerations, governmental regulations, the availability of drilling rigs, other production and development costs and the availability and cost of capital.
Conflicts of interest may arise between Martin Resource Management Corporation and our general partner, on the one hand, and our unitholders, on the other hand. As a result of these conflicts, our general partner may favor its own interests and the interests of Martin Resource Management Corporation over the interests of our unitholders.
As a result of these conflicts, our general partner may favor its own interests and the interests of Martin Resource Management Corporation over the interests of our unitholders.
Operations at our facilities and at the facilities owned or operated by our suppliers and customers could be partially or completely shut down, temporarily or permanently, as the result of any number of circumstances that are not within our control, such as: • catastrophic events, including hurricanes; • environmental remediation; • labor difficulties; and • disruptions in the supply of our products to our facilities or modes of transportation. 30 Additionally, terrorist attacks and acts of sabotage could target oil and gas production facilities, refineries, processing plants, terminals and other infrastructure facilities.
Operations at our facilities and at the facilities owned or operated by our suppliers and customers could be partially or completely shut down, temporarily or permanently, as the result of any number of circumstances that are not within our control, such as: • catastrophic events, including hurricanes; • environmental remediation; • labor difficulties; and • disruptions in the supply of our products to our facilities or modes of transportation.
Unitholders may be required to pay taxes on income from us, including their share of income from the cancellation of debt, even if they do not receive any cash distributions from us. Tax gain or loss on the disposition of our common units could be different than expected.
Unitholders may be required to pay taxes on income from us, even if they do not receive any cash distributions from us. Tax gain or loss on the disposition of our common units could be different than expected. Unitholders may be subject to limitations on their ability to deduct interest expenses incurred by us.
Numerous governmental authorities, such as the EPA and analogous state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them, oftentimes requiring difficult and costly actions.
Numerous governmental authorities, such as the EPA and analogous state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them, oftentimes requiring difficult and costly actions. Many environmental laws and regulations impose strict liability and, in some cases, joint and several liability.
In addition, from time to time, certain leaders in the U.S. government, including in the Trump administration, have indicated a willingness to revise, renegotiate or terminate various existing bilateral and multilateral trade agreements.
The Trump Administration has since indicated its intention to impose a new 15% “global tariff.” In addition, from time to time, certain leaders in the U.S. government, including in the Trump Administration, have indicated a willingness to revise, renegotiate or terminate various existing bilateral and multilateral trade agreements.
Companies that do not adapt to or comply with investor or stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected. 29 Our stakeholders may require us to implement ESG procedures or standards in order to remain invested in us or before they may make further investments in us.
Companies that do not adapt to or comply with investor or stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for sustainability issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.
Unitholders did not elect our general partner or its directors and will have no right to elect our general partner or its directors on an annual or other continuing basis.
Unitholders did not elect our general partner or its directors and will have no right to elect our general partner or its directors on an annual or other continuing basis. Holdings, the sole member of MMGP, elects the Board of Directors.
On January 20, 2025, however, President Trump signed an executive order to withdraw the United States from the Paris Agreement, marking a significant shift in federal 25 climate policy. Pursuant to the terms of the Paris Agreement, the withdrawal will take effect on January 27, 2026.
However, on January 20, 2025, President Trump signed an executive order to withdraw the United States from the Paris Agreement, marking a significant shift in federal climate policy.
Investor advocacy groups, certain institutional investors, investment funds, and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.
Companies across all industries are facing increasing scrutiny from stakeholders related to their sustainability practices. Investor advocacy groups, certain institutional investors, investment funds, and other influential investors are also increasingly focused on sustainability practices and in recent years have placed increasing importance on the implications and social cost of their investments.
Our future acquisitions may not be successful, may substantially increase our indebtedness and contingent liabilities and may create integration difficulties. We may not be able to successfully integrate any future acquisitions into our existing operations or achieve the desired profitability from such acquisitions. These acquisitions may require substantial capital expenditures and the incurrence of additional indebtedness.
We may not be able to successfully integrate any future acquisitions into our existing operations or achieve the desired profitability from such acquisitions. These acquisitions may require substantial capital expenditures and the incurrence of additional indebtedness. If we make acquisitions, our capitalization and results of operations may change significantly.
As a result, our operations, as well as the operations of our customers, are subject to a series of regulatory, political, financial, and litigation risks associated with the processing, terminalling, storage, and transportation of fossil fuels, petroleum products, and emission of GHGs. In the U.S., no comprehensive climate change legislation has been implemented at the federal level.
As a result, our operations, as well as the operations of our customers, are subject to a series of regulatory, political, financial, and litigation risks associated with the processing, terminalling, storage, and transportation of fossil fuels, petroleum products, and emission of GHGs.
As of December 31, 2024, Martin Resource Management Corporation owned 15.7% of our total outstanding common limited partner units and 100% of the ownership interests in MMGP. MMGP owns a 2% general partnership interest in us.
As of December 31, 2025, Martin Resource Management Corporation owned 20.2% of our total outstanding common limited partner units and 100% of the ownership interests in MMGP.
We may not have sufficient available cash each quarter in the future to pay distributions on our units. Under the terms of our Partnership Agreement, we must pay our general partner's expenses and set aside any cash reserve amounts before making a distribution to our unitholders.
Under the terms of our Partnership Agreement, we must pay our general partner's expenses and set aside any cash reserve amounts before making a distribution to our unitholders.
The control of our general partner may be transferred to a third party and that party could replace our current management team, without unitholder consent. Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the unitholders.
Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the unitholders.
The price volatility of petroleum products and by-products could reduce our liquidity and results of operations and ability to make distributions to our unitholders. We could incur losses due to impairment in the carrying value of our long-lived assets Increasing energy prices could adversely affect our results of operations. Decreasing energy prices could adversely affect our results of operations.
We could incur losses due to impairment in the carrying value of our long-lived assets Increasing energy prices could adversely affect our results of operations. Decreasing energy prices could adversely affect our results of operations.
We have significant capital needs, and our ability to access the capital and credit markets to raise capital on favorable terms is limited by our debt level, industry conditions, and financial covenants in our debt instruments. 23 Our primary sources of liquidity to meet operating expenses, service our indebtedness, pay distributions to our unitholders and fund capital expenditures have historically been provided by cash flows generated by our operations, borrowings under our credit facility and access to the debt and equity capital markets.
Our primary sources of liquidity to meet operating expenses, service our indebtedness, pay distributions to our unitholders and fund capital expenditures have historically been provided by cash flows generated by our operations, borrowings under our credit facility and access to the debt and equity capital markets.
Certain Relationships and Related Transactions, and Director Independence." If Martin Resource Management Corporation does engage in competition with us, we may lose customers or business opportunities, which could have an adverse impact on our results of operations, cash flow and ability to make distributions to our unitholder allocations.
Certain Relationships and Related Transactions, and Director Independence." If Martin Resource Management Corporation does engage in competition with us, we may lose customers or business opportunities, which could have an adverse impact on our results of operations, cash flow and ability to make distributions to our unitholder allocations. 38 If Martin Resource Management Corporation were ever to file for bankruptcy or otherwise default on its obligations under its credit facility, amounts we owe under our credit facility may become immediately due and payable and our results of operations could be adversely affected.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Removed
Item 1C. Cybersecurity 44 Item 2. Properties 45 Item 3. Legal Proceedings 45 Item 4. Mine Safety Disclosures 46 PART II 47 Item 5. Market for Our Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities 47 Item 6. [Reserved] 47 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 48 Item 7A.
Added
Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy The Partnership recognizes the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.
Removed
Quantitative and Qualitative Disclosures about Market Risk 66 Item 8. Financial Statements and Supplementary Data 67 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 109 Item 9A. Controls and Procedures 109 Item 9B. Other Information 110 PART III 111 Item 10. Directors, Executive Officers and Corporate Governance 111 Item 11. Executive Compensation 115 Item 12.
Added
Managing Material Risks & Integrated Overall Risk Management The Partnership has strategically integrated cybersecurity risk management into our broader risk management framework to promote an entity-wide culture of cybersecurity risk management.
Removed
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 125 Item 13. Certain Relationships and Related Transactions, and Director Independence 128 Item 14 . Principal Accounting Fees and Services 133 PART IV 134 Item 15. Exhibits, Financial Statement Schedules 134 Item 16. Form 10-K Summary 137 i PART I
Added
Our information technology department works closely with our internal audit, risk, and legal teams to continuously evaluate and address cybersecurity risks and ensure cybersecurity measures are in alignment with our business objectives and operational needs. Our cybersecurity measures are designed to identify, protect, detect, and respond to and manage reasonably foreseeable cybersecurity risks and threats.
Added
To protect our information systems from cybersecurity threats, we use multiple monitoring and detection tools to safeguard network and endpoint devices. We have implemented measures that proactively and continuously assess and monitor our information systems for vulnerabilities and cybersecurity exposure.
Added
Engage Third Parties on Risk Management Recognizing the complexity and evolving nature of cybersecurity threats, the Partnership engages with a range of external experts, including cybersecurity consultants in evaluating and testing our risk management systems. Our collaboration with these third parties includes regular audits, network penetration testing, threat assessments, and consultation on security enhancements.
Added
We provide awareness training to our employees to help identify, avoid, and mitigate cybersecurity threats. Our employees with network access are required to complete annual security awareness training and quarterly spear phishing exercises.
Added
Oversee Third-Party Risk Because we are aware of the risks associated with third-party vendors, service providers and business partners, we have implemented stringent processes to oversee and manage these risks.
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We conduct thorough and annual security assessments of all third-party file transfer protocols, and we perform in-depth reviews of hosted applications including, but not limited to, confirmation of SOC 2, ISO 27001, or other relevant security certifications.
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Risks from Cybersecurity Threats We have not been subject to cybersecurity challenges that have materially impaired or are reasonably likely to materially impair our operations or financial standing. Governance The Board of Directors is acutely aware of the critical nature of managing risks associated with cybersecurity threats.
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The Board of Directors has established robust oversight mechanisms and is willing to cause the Partnership to expend significant resources to further enhance digital security or to remediate vulnerabilities to ensure effective governance in managing risks associated with cybersecurity threats. The Board of Directors recognizes the significance of these cybersecurity threats to our operational integrity and stakeholder confidence.
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Board of Directors Oversight The Board of Directors has oversight of cybersecurity risks and is composed of board members with diverse expertise including, risk management, technology, and finance, equipping them to oversee cybersecurity risks effectively. 44 Management’s Role Managing Risk The Director of Internal Audit and the Chief Financial Officer (“CFO”) play a pivotal role in informing the Board of Directors on cybersecurity risks.
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They provide comprehensive briefings to the Board of Directors on a regular basis, with a minimum frequency of once per year.
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These briefings encompass a broad range of topics, including: • Current cybersecurity landscape and emerging threats; • Status of ongoing cybersecurity initiatives and strategies; • Incident reports and learnings from any cybersecurity events; and • Compliance with regulatory requirements and industry standards.
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In addition to our scheduled meetings, the Board of Directors, Director of Internal Audit, Director of Information Technology and CFO maintain an ongoing dialogue regarding emerging or potential cybersecurity risks. Together, they receive updates on significant developments in the cybersecurity domain, ensuring the Board of Directors' oversight is proactive and responsive.
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The Board of Directors actively participates in strategic decisions related to cybersecurity, offering guidance and approval for major initiatives. This involvement ensures that cybersecurity considerations are integrated into the broader strategic objectives of the Partnership. The Board of Directors conducts an annual review of the Partnership’s cybersecurity posture and the effectiveness of its risk management strategies.
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This review helps in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework. Reporting to the Board of Directors The Directors of Information Technology and Internal Audit regularly inform executive management of all aspects related to cybersecurity risks and incidents.
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This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing the Partnership. Furthermore, significant cybersecurity matters, and strategic risk management decisions are escalated to the Board of Directors, ensuring that they have comprehensive oversight and can provide guidance on critical cybersecurity issues.
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Monitor Cybersecurity Incidents The Director of Information Technology is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. The Director of Information Technology implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities.
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In the event of a cybersecurity incident, the Partnership's information technology team is equipped with an incident response plan. This plan includes immediate actions to mitigate and contain the impact and strategies for remediation and prevention of future incidents.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeA description of our legal proceedings is included in "Item 8. Financial Statements and Supplementary Data, Note 19. Commitments and Contingencies" and is incorporated herein by reference. 45
Biggest changeA description of our legal proceedings is included in "Item 8. Financial Statements and Supplementary Data, Note 18. Commitments and Contingencies" and is incorporated herein by reference. 45

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Our Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities Market Information and Holders Our common units are traded on the NASDAQ under the symbol "MMLP." As of February 24, 2025, there were approximately 167 holders of record and approximately 7,200 beneficial owners of our common units.
Biggest changeItem 5. Market for Our Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities Market Information and Holders Our common units are traded on the NASDAQ under the symbol "MMLP." As of February 23, 2026, there were approximately 150 holders of record of our common units representing limited partner interests.
On January 21, 2025, we declared a quarterly cash distribution of $0.005 per common unit for the fourth quarter of 2024, or $0.02 per common unit on an annualized basis, which was paid on February 14, 2025 to unitholders of record as of February 7, 2025.
On January 22, 2026, we declared a quarterly cash distribution of $0.005 per common unit for the fourth quarter of 2025, or $0.02 per common unit on an annualized basis, which was paid on February 13, 2026 to unitholders of record as of February 6, 2026.
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The number of holders of record does not include beneficial owners of our common units whose units are held in street name by brokers, banks or other nominees.
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Securities Authorized for Issuance Under Equity Compensation Plans A description of those securities authorized for issuance under equity compensation plans is included in “Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and is incorporated herein by reference.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe credit facility amendment includes financial covenants that are tested on a quarterly basis, based on the rolling four quarter period that ends on the last day of each fiscal quarter, that require maintenance of: • a minimum Interest Coverage Ratio (as defined in the credit facility) of at least 2.00:1.00 for the fiscal quarter ended December 31, 2024, stepping down to 1.75:1.00 for the fiscal quarters ending March 31, 2025, June 30, 2025 and September 30, 2025, and stepping back up to 2.00:1.00 for the fiscal quarter ending December 31, 2025 and each fiscal quarter thereafter; • a maximum First Lien Leverage Ratio (as defined in the credit facility) of not more than 1.50:1.00 for the fiscal quarter ended December 31, 2024, stepping down to 1.25:1.00 for the fiscal quarters ending March 31, 2025, June 30, 2025 and September 30, 2025, and stepping back up to 1.50:1.00 for the fiscal quarter ending December 31, 2025 and each fiscal quarter thereafter.
Biggest changeEffective September 24, 2025, we entered into a Second Amendment to Fourth Amended and Restated Credit Agreement (the “Second Amendment”) with Royal Bank of Canada, as administrative agent and collateral agent, and the lenders party thereto, which amends the Fourth Amended and Restated Credit Agreement, dated effective as of February 8, 2023 (as previously amended, the “Credit Agreement,” and as further amended from time to time, the "credit facility”) to, among other things: • extend the maturity date of amounts outstanding and the lenders’ commitments under the Credit Agreement from February 8, 2027 to November 16, 2027; • decrease the amount available for the Partnership to borrow under the Credit Agreement on a revolving credit basis from $150,000 to $130,000; and • adjust the financial covenants as described in more detail below: ◦ require the Partnership to maintain a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of at least 1.75 to 1.00 for the fiscal quarter ended March 31, 2025 and each fiscal quarter thereafter; ◦ require the Partnership to maintain a maximum Total Leverage Ratio (as defined in the Credit Agreement) of not more than 4.50 to 1.00 for the fiscal quarters ended March 31, 2025 and June 30, 2025, and stepping up to 4.75 to 1.00 for the fiscal quarter ended September 30, 2025 and each fiscal quarter thereafter; and ◦ require the Partnership to maintain a maximum First Lien Leverage Ratio (as defined in the Credit Agreement) of not more than 1.25 to 1.00 for the fiscal quarter ended March 31, 2025 and each fiscal quarter thereafter.
Certain Relationships and Related Transactions, and Director Independence." 50 Non-GAAP Financial Measures To assist management in assessing our business, we use the following non-GAAP financial measures: earnings before interest, taxes, and depreciation and amortization ("EBITDA"), Adjusted EBITDA (as defined below), Credit Adjusted EBITDA (as defined below), distributable cash flow available to common unitholders (“Distributable Cash Flow”), and free cash flow after growth capital expenditures and principal payments under finance lease obligations ("Adjusted Free Cash Flow").
Certain Relationships and Related Transactions, and Director Independence." Non-GAAP Financial Measures To assist management in assessing our business, we use the following non-GAAP financial measures: earnings before interest, taxes, and depreciation and amortization ("EBITDA"), Adjusted EBITDA (as defined below), Credit Adjusted EBITDA (as defined below), distributable cash flow available to common unitholders (“Distributable Cash Flow”), and free cash flow after growth capital expenditures and principal payments under finance lease obligations ("Adjusted Free Cash Flow").
Distributable Cash Flow is also a quantitative standard used throughout the investment community with respect to publicly-traded partnerships because the value of a unit of such an entity is generally determined by the unit's yield, which in turn is based on the amount of cash distributions the entity pays to a unitholder. 51 Adjusted Free Cash Flow.
Distributable Cash Flow is also a quantitative standard used throughout the investment community with respect to publicly-traded partnerships because the value of a unit of such an entity is generally determined by the unit's yield, which in turn is based on the amount of cash distributions the entity pays to a unitholder. Adjusted Free Cash Flow.
Because we have borrowed money to finance our operations, interest expense is a necessary element of our costs and our ability to generate cash available for distribution. Because we have capital assets, depreciation and amortization are also necessary elements of our costs. Therefore, any measures that exclude these elements have material limitations.
Because we have borrowed money to finance our operations, interest expense is a necessary element of our costs and our ability to 50 generate cash available for distribution. Because we have capital assets, depreciation and amortization are also necessary elements of our costs. Therefore, any measures that exclude these elements have material limitations.
In addition, the credit facility contains various covenants, which, among other things, limit our and our subsidiaries’ ability to: (i) grant or assume liens; (ii) make investments (including investments in our joint ventures) and acquisitions; (iii) enter into certain types of hedging agreements; (iv) incur or assume indebtedness; (v) sell, transfer, assign or convey assets; (vi) repurchase our equity, make distributions (including a limit on our ability to make quarterly distributions to unitholders in excess of $0.005 per unit unless our Total Leverage Ratio is below 3.75:1:00, pro forma first lien leverage is less than 1.00 to 1.00, and our pro forma liquidity is greater than or equal to 35% of the commitments under our credit facility) and certain other restricted payments; (vii) change the nature of our business; (viii) engage in transactions with affiliates; (ix) enter into certain burdensome agreements; (x) make certain amendments to the Omnibus Agreement and our material agreements; and (xi) permit our joint ventures to incur indebtedness or grant certain liens.
In addition, the credit facility contains various covenants, which, among other things, limit our and our subsidiaries’ ability to: (i) grant or assume liens; (ii) make investments (including investments in our joint ventures) and acquisitions; (iii) enter into certain types of hedging agreements; (iv) incur or assume indebtedness; (v) sell, transfer, assign or convey assets; (vi) repurchase our equity, make distributions (including a limit on our ability to make quarterly distributions to unitholders in excess of $0.005 per unit unless our Total Leverage Ratio is below 4.50:1:00, pro forma first lien leverage is less than 1.00 to 1.00, and our pro forma liquidity is greater than or equal to 35% of the commitments under our credit facility) and certain other restricted payments; (vii) change the nature of our business; (viii) engage in transactions with affiliates; (ix) enter into certain burdensome agreements; (x) make certain amendments to the Omnibus Agreement and our material agreements; and (xi) permit our joint ventures to incur indebtedness or grant certain liens.
We incurred no material environmental costs, liabilities or expenditures to mitigate or eliminate environmental contamination during 2024, 2023 or 2022. 64 On June 15, 2024, the Partnership experienced a spill of less than 2,500 barrels of crude oil from its transfer pipeline connecting the Sandyland Terminal to the refinery in Smackover, Union County, Arkansas.
We incurred no material environmental costs, liabilities or expenditures to mitigate or eliminate environmental contamination during 2025, 2024 or 2023. 64 On June 15, 2024, the Partnership experienced a spill of less than 2,500 barrels of crude oil from its transfer pipeline connecting the Sandyland Terminal to the refinery in Smackover, Union County, Arkansas.
Discussions of the year ended December 31, 2022 that are not included in this Annual Report on Form 10-K and year-to-year comparisons of the year ended December 31, 2023 and the year ended December 31, 2022 can be found in “Management’s Discussion and Analysis of Financial Condition and the Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.
Discussions of the year ended December 31, 2023 that are not included in this Annual Report and year-to-year comparisons of the year ended December 31, 2024 and the year ended December 31, 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and the Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.
Our impairment analyses require management to use judgment in estimating future cash flows and useful lives, as well as assessing the probability of different outcomes. Applying this impairment review methodology, no impairment was recorded during the years ended December 31, 2024 or 2023.
Our impairment analyses require management to use judgment in estimating future cash flows and useful lives, as well as assessing the probability of different outcomes. Applying this impairment review methodology, no impairment was recorded during the years ended December 31, 2025 or 2024.
In addition, due to the covenants in our credit facility, our financial and operating performance impacts the amount we are permitted to borrow under that facility. The Partnership is in compliance with all debt covenants as of December 31, 2024 and expects to be in compliance for the next twelve months.
In addition, due to the covenants in our credit facility, our financial and operating performance impacts the amount we are permitted to borrow under that facility. The Partnership is in compliance with all debt covenants as of December 31, 2025 and expects to be in compliance for the next twelve months.
Seasonality A substantial portion of our revenues is dependent on sales prices of products, particularly NGLs and fertilizers, which fluctuate in part based on winter and spring weather conditions. The demand for NGLs is strongest during the winter heating season. The demand for fertilizers is strongest during the early spring planting season.
Seasonality A substantial portion of our revenues is dependent on the quantity and sales prices of products, particularly NGLs and fertilizers, which fluctuate in part based on winter and spring weather conditions. The demand for NGLs is strongest during the winter heating and blending season. The demand for fertilizers is strongest during the early spring planting season.
The following table evaluates the potential impact of estimates utilized during the periods ended December 31, 2024 and 2023: 49 Description Judgments and Uncertainties Effect if Actual Results Differ from Estimates and Assumptions Impairment of Long-Lived Assets We periodically evaluate whether the carrying value of long-lived assets has been impaired when circumstances indicate the carrying value of the assets may not be recoverable.
The following table evaluates the potential impact of estimates utilized during the periods ended December 31, 2025 and 2024: Description Judgments and Uncertainties Effect if Actual Results Differ from Estimates and Assumptions Impairment of Long-Lived Assets We periodically evaluate whether the carrying value of long-lived assets has been impaired when circumstances indicate the carrying value of the assets may not be recoverable.
The letter of credit fee, the commitment fee and the applicable margins for our interest rate vary quarterly based on our Total Leverage Ratio (as defined in the credit facility, being generally computed as the ratio of total funded debt to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges) and are as follows: 61 Leverage Ratio ABR Loans Term SOFR Rate Loans and Letters of Credit Less than 3.00 to 1.00 1.75 % 2.75 % Greater than or equal to 3.00 to 1.00 and less than 3.50 to 1.00 2.00 % 3.00 % Greater than or equal to 3.50 to 1.00 and less than 4.00 to 1.00 2.25 % 3.25 % Greater than or equal to 4.00 to 1.00 and less than 4.50 to 1.00 2.50 % 3.50 % Greater than or equal to 4.50 to 1.00 2.75 % 3.75 % The applicable margin for Adjusted Term SOFR borrowings at December 31, 2024 was 3.50%.
The letter of credit fee, the commitment fee and the applicable margins 61 for our interest rate vary quarterly based on our Total Leverage Ratio (as defined in the credit facility, being generally computed as the ratio of total funded debt to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges) and are as follows: Total Leverage Ratio ABR Loans Term SOFR Rate Loans and Letters of Credit Less than 3.00 to 1.00 1.75 % 2.75 % Greater than or equal to 3.00 to 1.00 and less than 3.50 to 1.00 2.00 % 3.00 % Greater than or equal to 3.50 to 1.00 and less than 4.00 to 1.00 2.25 % 3.25 % Greater than or equal to 4.00 to 1.00 and less than 4.50 to 1.00 2.50 % 3.50 % Greater than or equal to 4.50 to 1.00 2.75 % 3.75 % The applicable margin for Adjusted Term SOFR borrowings and alternate base rate borrowings at December 31, 2025 was 3.75% and 2.75%, respectively.
The following table sets forth our operating revenues and operating income by segment for the years ended December 31, 2024 and 2023.
The following table sets forth our operating revenues and operating income by segment for the years ended December 31, 2025 and 2024.
Further, extraordinary weather events, such as hurricanes, have in the past, and could in the future, impact our Terminalling and Storage, Sulfur Services, and Transportation business segments. Impact of Inflation Inflation did not have a material impact on our results of operations in 2024, 2023 or 2022. Inflation may increase the cost to acquire or replace property, plant and equipment.
Further, extraordinary weather events, such as hurricanes, have in the past, and could in the future, impact all of our business segments. Impact of Inflation Inflation did not have a material impact on our results of operations in 2024, 2023 or 2022. Inflation may increase the cost to acquire or replace property, plant and equipment.
The Partnership promptly coordinated with the U.S Environmental Protection Agency (the “EPA”), Arkansas Department of Energy and Environment (the “ADEE”), and Arkansas Game and Fish Commission, dedicating the necessary resources, equipment, and personnel to expedite oil recovery and cleanup activities. In October 2024, the EPA transitioned the Partnership’s response from emergency response status to remediation status under ADEE oversight.
The Partnership promptly coordinated with the EPA, Arkansas Department of Energy and Environment (the “ADEE”), and Arkansas Game and Fish Commission, dedicating the necessary resources, equipment, and personnel to expedite oil recovery and cleanup activities. In October 2024, the EPA transitioned the Partnership’s response from emergency response status to remediation status under ADEE oversight.
After giving effect to our then current borrowings, outstanding letters of credit and the financial covenants contained in our credit facility, we had the ability to borrow approximately $80.7 million in additional amounts thereunder as of December 31, 2024.
After giving effect to our then current borrowings, outstanding letters of credit and the financial covenants contained in our credit facility, we had the ability to borrow approximately $31.4 million in additional amounts thereunder as of December 31, 2025.
After giving effect to our then current borrowings, letters of credit, and the financial covenants contained in our credit facility, we had the ability to borrow approximately $80.7 million in additional amounts thereunder as of December 31, 2024.
After giving effect to our then current borrowings, letters of credit, and the financial covenants contained in our credit facility, we had the ability to borrow approximately $31.4 million in additional amounts thereunder as of December 31, 2025.
We conduct impairment testing using present economic conditions, as well as future expectations. Based upon the most recent annual review as of August 31, 2024, no goodwill impairment exists within our reporting units for the year ended December 31, 2024. No goodwill impairment was recorded during the year ended December 31, 2023.
We conduct impairment testing using present economic conditions, as well as future expectations. Based upon the most recent annual review as of August 31, 2025, no goodwill impairment exists within our reporting units for the year ended December 31, 2025.
Letters of Credit . At December 31, 2024, we had outstanding irrevocable letters of credit in the amount of $9.2 million, which were issued under our credit facility. Off Balance Sheet Arrangements. We do not have any off-balance sheet financing arrangements.
Letters of Credit . At December 31, 2025, we had outstanding irrevocable letters of credit in the amount of $0.6 million, which were issued under our credit facility. Off Balance Sheet Arrangements. We do not have any off-balance sheet financing arrangements.
Obligations under the credit facility are secured by first priority liens on substantially all of our assets and those of the guarantors, including, without limitation, inventory, accounts receivable, bank accounts, marine vessels, equipment, fixed assets and the interests in certain subsidiaries.
The credit facility is guaranteed by substantially all of our subsidiaries, other than Martin ELSA Investment LLC. Obligations under the credit facility are secured by first priority liens on substantially all of our assets and those of the guarantors, including, without limitation, inventory, accounts receivable, bank accounts, marine vessels, equipment, fixed assets and the interests in certain subsidiaries.
The Board of Directors approved the following reimbursement amounts: Year Ended December 31, Variance Percent Change 2024 2023 (In thousands) Board of Directors approved reimbursement amount $ 13,508 $ 13,982 $ (474) (3)% The amounts reflected above represent our allocable share of such expenses.
The Board of Directors approved the following reimbursement amounts: Year Ended December 31, Variance Percent Change 2025 2024 (In thousands) Board of Directors approved reimbursement amount $ 13,536 $ 13,508 $ 28 —% The amounts reflected above represent our allocable share of such expenses.
For the years ended December 31, 2024 and 2023, the Board of Directors approved reimbursement amounts of $13.5 million and $14.0 million, respectively, reflecting our allocable share of such expenses. The Board of Directors will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.
For each of the years ended December 31, 2025 and 2024, the Board of Directors approved a reimbursement amount of $13.5 million, reflecting our allocable share of such expenses. The Board of Directors will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.
Adjusted EBITDA and Credit Adjusted EBITDA . We define Adjusted EBITDA as EBITDA before unit-based compensation expenses, gains and losses on the disposition of property, plant and equipment, impairment and other similar non-cash adjustments, and transaction costs associated with business combination, merger, and divestiture activities.
Adjusted EBITDA and Credit Adjusted EBITDA . We define Adjusted EBITDA as EBITDA before unit-based compensation expenses, gains and losses on the disposition of property, plant and equipment, impairment and other similar non-cash adjustments, transaction costs associated with business combination, merger, and divestiture activities, equity in earnings (loss) from unconsolidated entities, and non-cash contractual revenue deferral adjustments.
This region is a major hub for petroleum refining, natural gas gathering and processing, and support services for the exploration and production industry. Significant Recent Developments Termination of Merger Agreement.
This region is a major hub for petroleum refining, natural gas gathering and processing, and support services for the exploration and production industry. Significant Recent Developments Tariffs and Trading Relationships.
At December 31, 2024, we had cash and cash equivalents of $0.05 million and available borrowing capacity of $87.3 million under our credit facility with $53.5 million of borrowings outstanding.
At December 31, 2025, we had cash and cash equivalents of $0.05 million and available borrowing capacity of $90.3 million under our credit facility with $39.0 million of borrowings outstanding.
Description of Our Indebtedness Credit Facility At December 31, 2024, we maintained a $150.0 million credit facility that matures February 8, 2027.
Description of Our Indebtedness Credit Facility At December 31, 2025, we maintained a $130.0 million credit facility that matures November 16, 2027.
As of December 31, 2024, we had $53.5 million outstanding under the credit facility and $9.2 million of outstanding irrevocable letters of credit, leaving a maximum amount available to be borrowed under our credit facility for future borrowings and letters of credit of $87.3 million.
As of December 31, 2025, we had $39.0 million outstanding under the credit facility and $0.6 million of outstanding irrevocable letters of credit, leaving a maximum amount available to be borrowed under our credit facility for future borrowings and letters of credit of $90.4 million.
The preparation of these financial statements required us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We prepared these financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP" or "GAAP"). The preparation of these financial statements required us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
The following tables reconcile the non-GAAP financial measurements used by management to our most directly comparable GAAP measures for the years ended December 31, 2024 and 2023, which represents EBITDA, Adjusted EBITDA, Credit Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow: Reconciliation of Net Loss to EBITDA, Adjusted EBITDA, and Credit Adjusted EBITDA Year Ended December 31, 2024 2023 (in thousands) Net loss $ (5,207) $ (4,549) Adjustments: Interest expense 57,706 60,290 Income tax expense 4,197 5,918 Depreciation and amortization 50,787 49,895 EBITDA 107,483 111,554 Adjustments: Gain on disposition of property, plant and equipment (1,584) (1,373) Loss on extinguishment of debt — 5,121 Transaction expenses related to the terminated Merger with Martin Resource Management Corporation 3,674 — Equity in loss of DSM Semichem LLC 624 — Non-cash contractual revenue deferral adjustment 221 — Lower of cost or net realizable value and other non-cash adjustments — (12,850) Unit-based compensation 187 163 Adjusted EBITDA 110,605 102,615 Adjustments: Pro-forma adjustment related to ELSA project 2,655 — Capitalized interest 1,153 310 Net loss associated with butane optimization business — 2,256 Lower of cost or net realizable value and other non-cash adjustments — 12,850 Credit Adjusted EBITDA $ 114,413 $ 118,031 52 Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA, Credit Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow Year Ended December 31, 2024 2023 (in thousands) Net cash provided by operating activities $ 48,351 $ 137,468 Interest expense 1 52,221 54,112 Current income tax expense 3,943 1,732 Transaction expenses related to the terminated Merger with Martin Resource Management Corporation 3,674 — Non-cash contractual revenue deferral adjustment 221 — Lower of cost or market and other non-cash adjustments — (12,850) Changes in operating assets and liabilities which (provided) used cash: Accounts and other receivables, inventories, and other current assets 14,037 (97,149) Trade, accounts and other payables, and other current liabilities (10,424) 16,891 Other (1,418) 2,411 Adjusted EBITDA 110,605 102,615 Pro-forma adjustment related to ELSA project 2,655 — Capitalized interest 1,153 310 Net loss associated with butane optimization business — 2,256 Lower of cost or net realizable value and other non-cash adjustments — 12,850 Credit Adjusted EBITDA 114,413 118,031 Adjustments: Interest expense (57,706) (60,290) Income tax expense (4,197) (5,918) Deferred income taxes 254 4,186 Amortization of deferred debt issuance costs 3,085 3,978 Amortization of discount on notes payable 2,400 2,200 Payments for plant turnaround costs (10,897) (4,825) Maintenance capital expenditures (23,233) (24,277) Distributable Cash Flow 24,119 33,085 Principal payments under finance lease obligations (9) (9) Investment in DSM Semichem LLC (6,938) — Expansion capital expenditures (18,493) (11,034) Adjusted Free Cash Flow $ (1,321) $ 22,042 1 Net of amortization of debt issuance costs and discount, which are included in interest expense but not included in net cash provided by operating activities. 53 Results of Operations The results of operations for the years ended December 31, 2024 and 2023 have been derived from our consolidated financial statements.
To compensate for these limitations, we believe that it is important to consider net cash provided by (used in) operating activities determined under GAAP, as well as Distributable Cash Flow and Adjusted Free Cash Flow, to evaluate our overall liquidity. 51 The following tables reconcile the non-GAAP financial measurements used by management to our most directly comparable GAAP measures for the years ended December 31, 2025 and 2024, which represents EBITDA, Adjusted EBITDA, Credit Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow: Reconciliation of Net Loss to EBITDA, Adjusted EBITDA, and Credit Adjusted EBITDA Year Ended December 31, 2025 2024 (in thousands) Net loss $ (14,745) $ (5,207) Adjustments: Interest expense 57,787 57,706 Income tax expense 4,772 4,197 Depreciation and amortization 50,197 50,787 EBITDA 98,011 107,483 Adjustments: Gain on disposition of property, plant and equipment (2,039) (1,584) Transaction expenses related to the terminated merger with Martin Resource Management Corporation 1,021 3,674 Equity in loss of DSM Semichem LLC 1,116 624 Non-cash contractual revenue deferral adjustment 746 221 Unit-based compensation 186 187 Adjusted EBITDA 99,041 110,605 Adjustments: Pro-forma adjustment related to ELSA project — 2,655 Capitalized interest 137 1,153 Credit Adjusted EBITDA $ 99,178 $ 114,413 52 Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA, Credit Adjusted EBITDA, Distributable Cash Flow, and Adjusted Free Cash Flow Year Ended December 31, 2025 2024 (in thousands) Net cash provided by operating activities $ 46,126 $ 48,351 Interest expense 1 52,107 52,221 Current income tax expense 3,852 3,943 Transaction expenses related to the terminated merger with Martin Resource Management Corporation 1,021 3,674 Non-cash contractual revenue deferral adjustment 746 221 Changes in operating assets and liabilities which (provided) used cash: Accounts and other receivables, inventories, and other current assets 1,471 14,037 Trade, accounts and other payables, and other current liabilities (6,420) (10,424) Other 138 (1,418) Adjusted EBITDA 99,041 110,605 Pro-forma adjustment related to ELSA project — 2,655 Capitalized interest 137 1,153 Credit Adjusted EBITDA 99,178 114,413 Adjustments: Interest expense (57,787) (57,706) Income tax expense (4,772) (4,197) Deferred income taxes 920 254 Amortization of deferred debt issuance costs 3,280 3,085 Amortization of discount on notes payable 2,400 2,400 Payments for plant turnaround costs (7,368) (10,897) Maintenance capital expenditures (19,285) (23,233) Distributable Cash Flow 16,566 24,119 Principal payments under finance lease obligations (14) (9) Investment in DSM Semichem LLC — (6,938) Expansion capital expenditures (4,968) (18,493) Adjusted Free Cash Flow $ 11,584 $ (1,321) 1 Net of amortization of debt issuance costs and discount, which are included in interest expense but not included in net cash provided by (used in) operating activities. 53 Results of Operations The results of operations for the years ended December 31, 2025 and 2024 have been derived from our consolidated financial statements.
As of December 31, 2024, we have funded approximately $27.6 million toward ELSA related project costs. For more information about the potential physical effects of climate change and environmental regulation on our business, see our environmental and climate change related risk factors in Section 1A “Risk Factors.” 48 Subsequent Events Quarterly Distribution.
For more information about the potential physical effects of climate change and environmental regulation on our business, see our environmental and climate change related risk factors in Section 1A “Risk Factors.” Subsequent Events Quarterly Distribution.
Our Relationship with Martin Resource Management Corporation Martin Resource Management Corporation directs our business operations through its ownership of our general partner and under the Omnibus Agreement.
No goodwill impairment was recorded during the year ended December 31, 2024. 49 Our Relationship with Martin Resource Management Corporation Martin Resource Management Corporation directs our business operations through its ownership of our general partner and under the Omnibus Agreement.
Other operating income (loss), net represents gains and losses from the disposition of property, plant and equipment. 58 Interest Expense Comparative Components of Interest Expense, Net for the Years Ended December 31, 2024 and 2023 Year Ended December 31, Variance Percent Change 2024 2023 (In thousands) Credit facility $ 6,332 $ 7,587 $ (1,255) (17)% Senior notes 46,000 45,352 648 1% Amortization of deferred debt issuance costs 3,085 3,978 (893) (22)% Amortization of debt discount 2,400 2,200 200 9% Other 1,042 1,483 (441) (30)% Finance leases 4 1 — (100)% Capitalized interest (1,153) (310) (843) (272)% Total interest expense, net $ 57,706 $ 60,290 $ (2,584) (4)% Indirect Selling, General and Administrative Expenses Year Ended December 31, Variance Percent Change 2024 2023 (In thousands) Indirect selling, general and administrative expenses $ 19,556 $ 16,030 $ 3,526 22% Indirect selling, general and administrative expenses increased primarily due to transaction expenses associated with the terminated Merger with Martin Resource Management Corporation of $3.7 million and increased insurance claims expense of $0.8 million, offset by a $0.5 million decrease in the indirect expenses allocated from Martin Resource Management Corporation.
Other operating income, net consists primarily of gains and losses from the disposition of property, plant and equipment. 58 Interest Expense Comparative Components of Interest Expense, Net for the Years Ended December 31, 2025 and 2024 Year Ended December 31, Variance Percent Change 2025 2024 (In thousands) Credit facility $ 5,350 $ 6,332 $ (982) (16)% Senior notes 46,000 46,000 — —% Amortization of deferred debt issuance costs 3,280 3,085 195 6% Amortization of debt discount 2,400 2,400 — —% Other 894 1,042 (148) (14)% Finance leases 5 4 — (100)% Capitalized interest (137) (1,153) 1,016 88% Total interest expense, net $ 57,787 $ 57,706 $ 81 —% Indirect Selling, General and Administrative Expenses Year Ended December 31, Variance Percent Change 2025 2024 (In thousands) Indirect selling, general and administrative expenses $ 15,985 $ 19,556 $ (3,571) (18)% Indirect selling, general and administrative expenses decreased primarily due to transaction expenses associated with the terminated merger with Martin Resource Management Corporation of $2.7 million and decreased insurance claims expense of $0.7 million.
Selling, general and administrative expenses . Selling, general and administrative expenses increased primarily due to higher employee-related expenses. Depreciation and amortization . The decrease in depreciation and amortization is primarily the result of recent disposals, offset by capital expenditures. Other operating income, net.
Selling, general and administrative expenses decreased primarily due to lower employee-related expenses. Depreciation and amortization. Depreciation and amortization decreased primarily due to recent asset disposals, partially offset by depreciation associated with capital expenditures. Other operating income (loss), net.
Total Contractual Obligations A summary of our total contractual cash obligations as of December 31, 2024 is as follows (dollars in thousands): Payments due by period Type of Obligation Total Obligation Less than One Year 1-3 Years 3-5 Years Due Thereafter Credit facility $ 53,500 $ — $ 53,500 $ — $ — 11.5% senior secured notes, due 2028 400,000 — — 400,000 — Operating leases 78,479 24,137 36,698 13,289 4,355 Finance leases 69 14 31 24 — Interest payable on finance lease obligations 9 4 5 — — Interest payable on fixed long-term debt obligations 142,926 46,000 92,000 4,926 — Total contractual cash obligations $ 674,983 $ 70,155 $ 182,234 $ 418,239 $ 4,355 60 The interest payable under our credit facility is not reflected in the above table because such amounts depend on the outstanding balances and interest rates, which vary from time to time.
Total Contractual Obligations A summary of our total contractual cash obligations as of December 31, 2025 is as follows (dollars in thousands): Payments due by period Type of Obligation Total Obligation Less than One Year 1-3 Years 3-5 Years Due Thereafter Credit facility $ 39,000 $ — $ 39,000 $ — $ — 11.5% senior secured notes, due 2028 400,000 — 400,000 — — Operating leases 83,997 28,017 38,763 14,226 2,991 Finance leases 54 15 33 6 — Interest payable on finance lease obligations 6 3 3 — — Interest payable on fixed long-term debt obligations 97,815 46,000 51,815 — — Total contractual cash obligations $ 620,872 $ 74,035 $ 529,614 $ 14,232 $ 2,991 60 The interest payable under our credit facility is not reflected in the above table because such amounts depend on the outstanding balances and interest rates, which vary from time to time.
On October 11, 2024, the ADEE notified the Partnership that documentation, observations, and data indicated the Partnership completed all remedial actions to the maximum practical extent, apart from providing additional water samples. No further remediation is required at this time.
On October 11, 2024, the ADEE notified the Partnership that documentation, observations, and data indicated the Partnership completed all remedial actions to the maximum practical extent. No further remediation is required at this time. The Partnership submitted a claim related to the spill, which was accepted by its insurance carriers, subject to a reservation of rights.
Net cash provided by operating activities for the year ended December 31, 2024 decreased $89.1 million, primarily as a result of an unfavorable variance in changes in working capital of $80.0 million, primarily resulting from the exit of the butane optimization business in May of 2023, combined with a decrease in operating results and non-cash items of $9.1 million.
Net cash provided by operating activities for the year ended December 31, 2025 decreased $2.2 million, primarily as a result of a decrease in operating results and non-cash items of $9.2 million, offset by a favorable variance in changes in working capital of $7.0 million. Net cash used in investing activities.
Operating Revenues Revenues Intersegment Eliminations Operating Revenues after Eliminations Operating Income (loss) Operating Income Intersegment Eliminations Operating Income (loss) after Eliminations (In thousands) Year Ended December 31, 2024: Terminalling and storage $ 96,555 $ (7,488) $ 89,067 $ 11,098 $ (7,213) $ 3,885 Specialty products 264,945 (95) 264,850 17,038 8,736 25,774 Sulfur services 129,772 (1) 129,771 18,531 14,491 33,022 Transportation 239,807 (15,873) 223,934 30,184 (16,014) 14,170 Indirect selling, general and administrative — — — (19,556) — (19,556) Total $ 731,079 $ (23,457) $ 707,622 $ 57,295 $ — $ 57,295 Year Ended December 31, 2023: Terminalling and storage $ 95,459 $ (8,945) $ 86,514 $ 14,532 $ (8,856) $ 5,676 Specialty products 346,863 (86) 346,777 17,109 13,226 30,335 Sulfur services 140,995 — 140,995 17,412 13,024 30,436 Transportation 240,926 (17,249) 223,677 33,701 (17,394) 16,307 Indirect selling, general and administrative — — — (16,030) — (16,030) Total $ 824,243 $ (26,280) $ 797,963 $ 66,724 $ — $ 66,724 54 Terminalling and Storage Segment Comparative Results of Operations for the Years Ended December 31, 2024 and 2023 Year Ended December 31, Variance Percent Change 2024 2023 (In thousands) Revenues $ 96,555 $ 95,459 $ 1,096 1% Cost of products sold 72 75 (3) (4)% Operating expenses 60,409 57,393 3,016 5% Selling, general and administrative expenses 3,324 2,070 1,254 61% Depreciation and amortization 22,757 21,030 1,727 8% 9,993 14,891 (4,898) (33)% Other operating income (loss), net 1,105 (359) 1,464 408% Operating income $ 11,098 $ 14,532 $ (3,434) (24)% Shore-based throughput volumes (gallons) 170,407 162,363 8,044 5% Smackover refinery throughput volumes (guaranteed minimum BBL per day) 6,500 6,500 — —% Revenues.
Operating Revenues Revenues Intersegment Eliminations Operating Revenues after Eliminations Operating Income (loss) Operating Income Intersegment Eliminations Operating Income (loss) after Eliminations (In thousands) Year Ended December 31, 2025: Terminalling and storage $ 98,287 $ (7,456) $ 90,831 $ 14,590 $ (7,178) $ 7,412 Specialty products 248,803 (109) 248,694 13,405 8,485 21,890 Sulfur services 164,079 — 164,079 15,846 15,328 31,174 Transportation 229,009 (16,500) 212,509 21,041 (16,635) 4,406 Indirect selling, general and administrative — — — (15,985) — (15,985) Total $ 740,178 $ (24,065) $ 716,113 $ 48,897 $ — $ 48,897 Year Ended December 31, 2024: Terminalling and storage $ 96,555 $ (7,488) $ 89,067 $ 11,098 $ (7,213) $ 3,885 Specialty products 264,945 (95) 264,850 17,038 8,736 25,774 Sulfur services 129,772 (1) 129,771 18,531 14,491 33,022 Transportation 239,807 (15,873) 223,934 30,184 (16,014) 14,170 Indirect selling, general and administrative — — — (19,556) — (19,556) Total $ 731,079 $ (23,457) $ 707,622 $ 57,295 $ — $ 57,295 54 Terminalling and Storage Segment Comparative Results of Operations for the Years Ended December 31, 2025 and 2024 Year Ended December 31, Variance Percent Change 2025 2024 (In thousands) Revenues $ 98,287 $ 96,555 $ 1,732 2% Cost of products sold — 72 (72) (100)% Operating expenses 59,182 60,409 (1,227) (2)% Selling, general and administrative expenses 3,239 3,324 (85) (3)% Depreciation and amortization 21,209 22,757 (1,548) (7)% 14,657 9,993 4,664 47% Other operating income (loss), net (67) 1,105 (1,172) (106)% Operating income $ 14,590 $ 11,098 $ 3,492 31% Shore-based throughput volumes (gallons) 164,479 170,407 (5,928) (3)% Smackover refinery throughput volumes (guaranteed minimum BBL per day) 6,500 6,500 — —% Revenues.
Pass-through revenue (primarily fuel) decreased $1.1 million. In our land transportation division, freight revenue increased $4.2 million, primarily due to a 3% increase in total miles. Ancillary revenue (primarily fuel) decreased $6.9 million. Operating expenses .
Offshore revenues increased $1.9 million, reflecting higher transportation rates, partially offset by lower utilization related to a scheduled regulatory inspection. Pass-through revenue (primarily fuel) increased $0.9 million. In our land transportation division, freight revenue decreased $7.0 million, primarily due to a 5% decrease in total miles. Ancillary revenue decreased $2.6 million. Operating expenses .
Other operating income (loss), net represents gains and losses from the disposition of property, plant and equipment. 55 Transportation Segment Comparative Results of Operations for the Years Ended December 31, 2024 and 2023 Year Ended December 31, Variance Percent Change 2024 2023 (In thousands) Revenues $ 239,807 $ 240,926 $ (1,119) —% Operating expenses 185,813 184,334 1,479 1% Selling, general and administrative expenses 11,496 9,787 1,709 17% Depreciation and amortization 13,027 14,879 (1,852) (12)% 29,471 31,926 (2,455) (8)% Other operating income, net 713 1,775 (1,062) (60)% Operating income $ 30,184 $ 33,701 $ (3,517) (10)% Revenues .
Other operating income (loss), net consists primarily of gains and losses from the disposition of property, plant and equipment. 55 Transportation Segment Comparative Results of Operations for the Years Ended December 31, 2025 and 2024 Year Ended December 31, Variance Percent Change 2025 2024 (In thousands) Revenues $ 229,009 $ 239,807 $ (10,798) (5)% Operating expenses 188,437 185,813 2,624 1% Selling, general and administrative expenses 9,820 11,496 (1,676) (15)% Depreciation and amortization 11,768 13,027 (1,259) (10)% 18,984 29,471 (10,487) (36)% Other operating income, net 2,057 713 1,344 188% Operating income $ 21,041 $ 30,184 $ (9,143) (30)% Revenues .
Other operating income (loss), net represents gains and losses from the disposition of property, plant and equipment. 57 Specialty Products Segment Comparative Results of Operations for the Years Ended December 31, 2024 and 2023 Year Ended December 31, Variance Percent Change 2024 2023 (In thousands) Products revenues $ 264,945 $ 346,863 (81,918) (24)% Cost of products sold 237,403 319,200 (81,797) (26)% Operating expenses 102 78 24 31% Selling, general and administrative expenses 7,232 7,120 112 2% Depreciation and amortization 3,234 3,296 (62) (2)% 16,974 17,169 (195) (1)% Other operating income (loss), net 64 (60) 124 207% Operating income $ 17,038 $ 17,109 $ (71) —% NGL sales volumes (Bbls) 2,307 3,681 (1,374) (37) % Other specialty products volumes (Bbls) 346 367 (21) (6) % Total specialty products volumes (Bbls) 2,653 4,048 (1,395) (34) % Products revenues.
Other operating income (loss), net consists primarily of gains and losses from the disposition of property, plant and equipment. 57 Specialty Products Segment Comparative Results of Operations for the Years Ended December 31, 2025 and 2024 Year Ended December 31, Variance Percent Change 2025 2024 (In thousands) Products revenues $ 248,803 $ 264,945 (16,142) (6)% Cost of products sold 225,736 237,403 (11,667) (5)% Operating expenses — 102 (102) (100)% Selling, general and administrative expenses 6,673 7,232 (559) (8)% Depreciation and amortization 3,023 3,234 (211) (7)% 13,371 16,974 (3,603) (21)% Other operating income, net 34 64 (30) (47)% Operating income $ 13,405 $ 17,038 $ (3,633) (21)% NGL sales volumes (Bbls) 2,432 2,307 125 5 % Other specialty products volumes (Bbls) 363 346 17 5 % Total specialty products volumes (Bbls) 2,795 2,653 142 5 % Product Revenues.
Cash Flows - Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table details the cash flow changes between the years ended December 31, 2024 and 2023: Year Ended December 31, Variance Percent Change 2024 2023 (In thousands) Net cash provided by (used in): Operating activities $ 48,351 $ 137,468 $ (89,117) (65)% Investing activities (58,601) (33,660) (24,941) (74)% Financing activities 10,251 (103,799) 114,050 110% Net increase (decrease) in cash and cash equivalents $ 1 $ 9 $ (8) (89)% Net cash provided by operating activities.
Cash Flows - Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following table details the cash flow changes between the years ended December 31, 2025 and 2024: Year Ended December 31, Variance Percent Change 2025 2024 (In thousands) Net cash provided by (used in): Operating activities $ 46,126 $ 48,351 $ (2,225) (5)% Investing activities (30,013) (58,601) 28,588 49% Financing activities (16,119) 10,251 (26,370) (257)% Net increase (decrease) in cash and cash equivalents $ (6) $ 1 $ (7) (700)% Net cash provided by operating activities.
Revenues decreased $1.1 million. In our marine transportation division, inland revenues increased $2.0 million, primarily related to higher transportation rates, offset by a decrease in utilization associated with equipment repairs and regulatory inspections. Offshore revenues increased $0.8 million, primarily related to higher transportation rates, offset by a decrease in utilization associated with regulatory inspections.
Revenues decreased $10.8 million compared to the prior year. In our marine transportation division, inland revenues decreased $5.0 million, primarily due to lower transportation rates and reduced utilization associated with reduced demand and downtime related to equipment repairs and scheduled regulatory inspections.
We define Distributable Cash Flow as Net Cash Provided by (Used in) Operating Activities less cash received (plus cash paid) for closed commodity derivative positions included in Accumulated Other Comprehensive Income (Loss), plus changes in operating assets and liabilities which (provided) used cash, less maintenance capital expenditures and plant turnaround costs.
We define Distributable Cash Flow as net cash provided by (used in) operating activities, plus changes in operating assets and liabilities which (provided) used cash, transaction costs associated with business combination, merger, and divestiture activities, and non-cash contractual revenue deferral adjustments, less maintenance capital expenditures and plant turnaround costs.
The Partnership submitted a claim related to the spill, which was accepted by its insurance carriers, subject to a reservation of rights. The Partnership’s deductibles under the applicable insurance policies total $1.5 million and such deductible expense has been recorded by the Partnership in the Consolidated Statements of Operations for the year ended December 31, 2024.
The Partnership’s deductible under the applicable insurance policies total $0.5 million and such deductible expense has been recorded by the Partnership in the Consolidated Statements of Operations for the year ended December 31, 2025. As of February 23, 2026, no fines or penalties have been assessed in relation to the spill. 65
Other operating income, net represents gains from the disposition of property, plant and equipment. 56 Sulfur Services Segment Comparative Results of Operations for the Years Ended December 31, 2024 and 2023 Year Ended December 31, Variance Percent Change 2024 2023 (In thousands) Revenues: Services $ 14,572 $ 13,430 $ 1,142 9% Products 115,200 127,565 (12,365) (10)% Total revenues 129,772 140,995 (11,223) (8)% Cost of products sold 79,984 93,842 (13,858) (15)% Operating expenses 12,178 13,143 (965) (7)% Selling, general and administrative expenses 7,012 5,925 1,087 18% Depreciation and amortization 11,769 10,690 1,079 10% 18,829 17,395 1,434 8% Other operating income (loss), net (298) 17 (315) (1,853)% Operating income $ 18,531 $ 17,412 $ 1,119 6% Sulfur (long tons) 407.0 478.0 (71.0) (15)% Fertilizer (long tons) 223.0 254.0 (31.0) (12)% Sulfur services volumes (long tons) 630.0 732.0 (102.0) (14)% Services revenues.
Other operating income, net consists primarily of gains from the disposition of property, plant and equipment. 56 Sulfur Services Segment Comparative Results of Operations for the Years Ended December 31, 2025 and 2024 Year Ended December 31, Variance Percent Change 2025 2024 (In thousands) Revenues: Services $ 16,441 $ 14,572 $ 1,869 13% Products 147,638 115,200 32,438 28% Total revenues 164,079 129,772 34,307 26% Cost of products sold 113,766 79,984 33,782 42% Operating expenses 13,875 12,178 1,697 14% Selling, general and administrative expenses 6,410 7,012 (602) (9)% Depreciation and amortization 14,197 11,769 2,428 21% 15,831 18,829 (2,998) (16)% Other operating income (loss), net 15 (298) 313 105% Operating income $ 15,846 $ 18,531 $ (2,685) (14)% Sulfur (long tons) 556.0 407.0 149.0 37% Fertilizer (long tons) 277.0 223.0 54.0 24% Sulfur services volumes (long tons) 833.0 630.0 203.0 32% Services revenues.
On January 21, 2025, we declared a quarterly cash distribution of $0.005 per common unit for the fourth quarter of 2024, or $0.02 per common unit on an annualized basis, which was paid on February 14, 2025 to unitholders of record as of February 7, 2025. Amendment to Credit Facility .
On January 22, 2026, we declared a quarterly cash distribution of $0.005 per common unit for the fourth quarter of 2025, or $0.02 per common unit on an annualized basis, which was paid on February 13, 2026 to unitholders of record as of February 6, 2026. 48 Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based on the historical consolidated financial statements included elsewhere herein.
An increase in cash used of $13.8 million resulted from higher payments for capital expenditures and plant turnaround costs, cash used to make the initial contribution in DSM of $6.9 million, and a decrease of $4.2 million in net proceeds received from the sale of property, plant and equipment. Net cash provided by (used in) financing activities.
Net cash used in investing activities for the year ended December 31, 2025 decreased $28.6 million. A decrease in cash used of $20.8 million resulted from lower payments for capital expenditures and plant turnaround costs. A reduction in cash used of $6.9 million was attributable to the initial contribution in DSM in 2024.
Margin per ton increased $9.83, or 21%. Operating expenses. Operating expenses decreased due to reductions of $0.7 million in marine pass-through expense, $0.4 million in utilities expenses, $0.2 million in outside services, $0.1 million in contract labor, and $0.1 million in marine operating expense.
Operating expenses increased $1.7 million compared to the prior year, primarily due to higher outside services expense of $0.8 million, marine operating expenses of $0.4 million, marine pass-through expenses of $0.3 million, and utilities expense of $0.2 million. Selling, general and administrative expenses.
Operating expenses increased $3.0 million. Expenses at our specialty terminals increased $3.6 million due to increases in insurance premiums of $1.1 million (higher rates), employee-related expenses of $1.0 million, repairs and maintenance of $1.0 million and hurricane expenses of $0.2 million.
Expenses at our specialty terminals increased $0.4 million, reflecting higher insurance premiums of $0.3 million, increased employee-related expenses of $0.3 million, higher natural gas utility costs of $0.2 million, and increased waste disposal expense of $0.2 million, partially offset by lower repairs and maintenance expense of $0.6 million. Selling, general and administrative expenses.
These reductions were offset by an increase of $0.4 million in repairs and maintenance and $0.2 million in employment expenses. Selling, general and administrative expenses. Selling, general and administrative expenses increased $1.1 million due to higher employee-related costs. Depreciation and amortization.
These increases were partially offset by lower employee-related expenses of $2.6 million, decreased repairs and maintenance of $1.2 million, and reduced pass-through expenses (primarily fuel) of $0.6 million. Selling, general and administrative expenses .
The commitments under the credit facility can be increased from time to time upon our request, subject to certain conditions (including the consent of the increasing lenders), up to an additional $50.0 million. The credit facility is used for ongoing working capital needs and general partnership purposes, including to finance permitted investments, acquisitions and capital expenditures.
The credit facility is used for ongoing working capital needs and general partnership purposes, including to finance permitted investments, acquisitions and capital expenditures. The level of outstanding draws on our credit facility from January 1, 2025 through December 31, 2025, ranged from a low of $39.0 million to a high of $87.0 million.
Net cash provided by financing activities for the year ended December 31, 2024 increased $114.1 million primarily as a result of the 2023 period, including net pay downs of long-term debt of $88.7 million, primarily resulting from the exit of the butane optimization business, combined with decreased debt issuance costs of $14.3 million.
Net cash provided by financing activities for the year ended December 31, 2025 decreased primarily as a result of a decrease in borrowings of long-term debt of $34.6 million, offset by a decrease in repayments of long-term debt of $9.0 million. Additionally, payments of debt issuance costs increased $0.8 million.
Revenues increased $1.1 million. Revenue at our shore-based terminals increased $2.7 million, including $1.9 million in fuel throughput and $0.8 million in space rent. In addition, revenue at our specialty terminals increased $1.8 million primarily as a result of higher throughput and service revenue.
Revenues at our shore-based terminals decreased $0.4 million, primarily due to lower space rental revenue of $0.6 million, partially offset by a $0.3 million increase in throughput revenue. Revenues at our specialty terminals decreased $0.2 million, driven by lower service revenue of $0.5 million, partially offset by increases in throughput revenue of $0.2 million and storage revenue of $0.1 million.
The increase in operating expenses is primarily a result of increased lease expense of $5.1 million related to new equipment, employee-related expenses of $1.2 million, insurance premiums and claims of $1.2 million, and outside hauls and towing of $0.5 million, offset by decreases in repairs and maintenance of $4.0 million and pass through expenses (primarily fuel) of $2.8 million.
Operating expenses increased $2.6 million compared to the prior year. The increase was primarily due to higher lease expense of $4.3 million related to new equipment placed into service, increased insurance premiums and claims of $2.1 million, and higher shop expenses of $0.6 million.
Selling, general and administrative expenses increased primarily as a result of increased employee-related expenses. Depreciation and amortization. The increase in depreciation and amortization is primarily the result of capital expenditures, offset by recent disposals. Other operating income (loss), net.
Selling, general and administrative expenses decreased $0.6 million compared to the prior year, primarily due to lower employee-related costs. Depreciation and amortization. Depreciation and amortization increased $2.4 million compared to the prior year, primarily due to the amortization of higher turnaround costs and capital expenditures placed into service. Other operating income (loss), net.
Revenue at our Smackover refinery decreased $3.2 million as a result of decreases in natural gas surcharge of $3.3 million due to a reduction in usage, throughput revenue of $0.2 million and pipeline revenue of $0.1 million, offset by an increase in reservation fees of $0.3 million. Cost of products sold. Cost of products sold remained relatively consistent. Operating expenses.
Revenues at our Smackover refinery increased $1.0 million, reflecting higher throughput revenue of $0.9 million, increased reservation fees of $0.5 million, and higher other revenue of $0.2 million, partially offset by a $0.6 million decrease in natural gas surcharge revenue.
Services revenues increased $0.7 million associated with reservation revenue from the ELSA joint venture beginning in the fourth quarter 2024. Additional increases were the result of a contractually prescribed, index-based fee adjustment. Products revenues. Products revenues decreased $18.7 million as a result of a 14% drop in sales volumes, primarily related to a 15% decrease in sulfur volumes.
Services revenues increased $1.9 million compared to the prior year. An increase of $1.5 million primarily reflects reservation fees received from our ELSA joint venture beginning in the fourth quarter of 2024, as well as contractually prescribed, index-based fee adjustments. Products revenues. Products revenues increased $32.4 million compared to the prior year.
Products revenues increased an offsetting $6.3 million due to a 5% rise in average sales prices. Cost of products sold. A 14% decrease in sales volumes resulted in a decrease in cost of products sold of $12.9 million. A 1% decrease in product cost impacted cost of products sold by $0.9 million, resulting from reduced commodity prices.
Product revenues decreased $16.1 million compared to the prior year. The decline was primarily driven by an 11% decrease in average sales prices, which reduced revenues by $28.8 million. This was partially offset by a 5% increase in sales volumes, contributing $12.6 million. Cost of Products Sold. Cost of products sold decreased $11.7 million compared to the prior year.
Depreciation and amortization decreased due to certain assets becoming fully depreciated during the third quarter of 2023. Other operating income (loss), net.
Selling, general and administrative expenses . Selling, general and administrative expenses decreased $0.6 million compared to the prior year, primarily due to lower professional fees. Depreciation and amortization. Depreciation and amortization decreased $0.2 million compared to the prior year as certain assets became fully depreciated during the period. Other operating income, net.
This was offset by increases in insurance claims of $1.5 million (crude pipeline spill), operating supplies of $0.7 million, repairs and maintenance of $0.5 million, lease expense of $0.3 million related to operating equipment, and insurance premiums of $0.2 million (higher rates). Selling, general and administrative expenses.
This was offset by higher employee-related expenses of $0.8 million, increased natural gas utility costs of $0.7 million, and higher lease expense of $0.2 million related to operating equipment. Expenses at our shore-based terminals and underground storage terminals decreased $0.5 million and $0.2 million, respectively, primarily due to lower repairs and maintenance costs.
Depreciation and amortization increased $1.1 million largely due to the amortization of higher turnaround costs offset by lower depreciation associated with certain assets becoming fully depreciated. Other operating income (loss), net.
Depreciation and amortization decreased $1.3 million compared to the prior year, primarily due to recent asset disposals, partially offset by depreciation associated with capital expenditures placed into service. Other operating income, net.
Removed
On October 3, 2024, the Partnership, Martin Resource Management Corporation, MMGP, and Merger Sub, entered into the Merger Agreement pursuant to which Merger Sub agreed to merge with and into the Partnership, with the Partnership surviving as a wholly owned subsidiary of Parent (the “Merger”).
Added
In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits, including China.
Removed
On December 26, 2024, Martin Resource Management Corporation and the Partnership (with the approval of the Conflicts Committee) entered into the Termination Agreement, pursuant to which the Merger Agreement was terminated. As a result, the Merger Agreement has no further force and effect.
Added
Increased tariffs by the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government announced and rescinded multiple tariffs on several foreign jurisdictions, which increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. In August 2025, however, the U.S.
Removed
As a result of the termination of the Merger Agreement, the special meeting of the unitholders of the Partnership, which was to be held on December 30, 2024 for the purpose of voting on the Merger Agreement and the Merger, was cancelled. Electronic Level Sulfuric Acid Joint Venture.
Added
Court of Appeals for the Federal Circuit ruled that the tariffs imposed under the Trump Administration exceed presidential authority and therefore are invalid, and in February 2026, the U.S. Supreme Court affirmed such decision.
Removed
On October 19, 2022, Martin ELSA Investment LLC, our affiliate, entered into definitive agreements with Samsung C&T America, Inc. and Dongjin USA, Inc., an affiliate of Dongjin Semichem Co., Ltd., to form DSM. DSM will produce and distribute ELSA.
Added
The Trump Administration has since indicated its intention to impose a new 15% “global tariff.” Any future tariffs and current uncertainties about tariffs and their effects on trading relationships may affect costs for and availability of raw materials or contribute to inflation in the markets in which we operate.
Removed
By leveraging our existing assets located in Plainview, Texas and installing the ELSA Facility as required, DSM will produce ELSA that meets the strict quality standards required by the recent advances in semiconductor manufacturing. In addition to owning a 10% non-controlling interest in DSM, we will be the exclusive provider of feedstock to the ELSA Facility.
Added
Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.
Removed
We, through our affiliate MTI, will also provide land transportation services for the ELSA produced by DSM. On April 1, 2024, we contributed $6.5 million to DSM, which represents the cash contribution required pursuant to DSM's limited liability agreement for our 10% non-controlling interest. Also, in conjunction with the formation of DSM, we contributed approximately 22 acres of land.
Added
We define Credit Adjusted EBITDA as Adjusted EBITDA plus pro forma adjustments associated with business combinations or material projects and capitalized interest.
Removed
On February 13, 2025, we entered into an amendment (the “credit facility amendment”) to the credit facility (as defined below) to amended the interest coverage ratio and first lien leverage ratios for the fiscal quarters ending March 31, 2025, June 30, 2025 and September 30, 2025.
Added
Revenues increased $1.7 million compared to the prior year. Revenues at our underground storage terminals increased $1.3 million, driven by higher storage revenue of $2.4 million, partially offset by decreases in throughput revenue of $1.0 million and reservation fees of $0.1 million.
Removed
See “Liquidity and Capital Resources — Description of Our Indebtedness — Credit Facility” below. 2025 Phantom Unit Plan . On February 11, 2025, the Board of Directors and the Compensation Committee approved the 2025 Plan, effective as of the same date.
Added
Operating expenses. Operating expenses decreased $1.2 million compared to the prior year. Expenses at our Smackover refinery decreased $1.3 million, primarily due to lower insurance claim expense of $1.5 million related to the 2024 crude pipeline spill.
Removed
The 2025 Plan permits the awards of phantom units and phantom unit appreciation rights to any employee or non-employee director of the Partnership, including its executive officers. The awards may be time-based or performance-based and will be paid, if at all, in cash.
Added
In the third quarter of 2025, the marine transportation business experienced a significant decline in demand for inland barge fuel transportation which was unexpected entering the quarter. Barge utilization also declined significantly as refineries favored lighter crude slates, shifting transportation demand away from barges and into pipelines.
Removed
Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based on the historical consolidated financial statements included elsewhere herein. We prepared these financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP" or "GAAP").

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe have established a hedging policy and monitor and manage the commodity market risk associated with potential commodity risk exposure. In addition, we focus on utilizing counterparties for these transactions whose financial condition is appropriate for the credit risk involved in each specific transaction. Our hedging strategy is designed to protect us from excessive pricing volatility.
Biggest changeWe have established a hedging policy and monitor and manage the commodity market risk associated with potential commodity risk exposure. In addition, we focus on utilizing counterparties for these transactions whose financial condition is appropriate for the credit risk involved in each specific transaction. Interest Rate Risk.
Based on the amount of unhedged floating rate debt owed by us on December 31, 2024, the impact of a 100 basis point increase in interest rates on this amount of debt would result in an increase in interest expense and a corresponding decrease in net income of approximately $0.5 million annually.
Based on the amount of unhedged floating rate debt owed by us on December 31, 2025, the impact of a 100 basis point increase in interest rates on this amount of debt would result in an increase in interest expense and a corresponding decrease in net income of approximately $0.4 million annually.
We are not exposed to changes in interest rates with respect to our 2028 Notes as these obligations are at a fixed rate. Based on the quoted prices for identical liabilities in markets that are not active at December 31, 2024, the estimated fair value of the 2028 Notes was $436.2 million.
We are not exposed to changes in interest rates with respect to our 2028 Notes as these obligations are at a fixed rate. Based on the quoted prices for identical liabilities in markets that are not active at December 31, 2025, the estimated fair value of the 2028 Notes was $415.7 million.
Market risk is estimated as the potential decrease in fair value of our long-term debt resulting from a hypothetical increase of a 100 basis point increase in interest rates. Such an increase in interest rates at December 31, 2024 would result in a $9.1 million decrease in the fair value of our 2028 Notes. 66
Market risk is estimated as the potential decrease in fair value of our long-term debt resulting from a hypothetical increase of a 100 basis point increase in interest rates. Such an increase in interest rates at December 31, 2025 would result in a $4.5 million decrease in the fair value of our 2028 Notes. 66
We are exposed to changes in interest rates as a result of our credit facility, which had a weighted-average interest rate of 8.18% as of December 31, 2024.
We are exposed to changes in interest rates as a result of our credit facility, which had a weighted-average interest rate of 7.66% as of December 31, 2025.
Removed
However, since we do not typically hedge 100% of our exposure, abnormal price volatility in any of these commodity markets could influence operating income.
Removed
For derivatives designated in cash flow hedging relationships, we record the gains and losses from the use of these instruments in accumulated other comprehensive income (loss) on the consolidated balance sheets and subsequently recognize the accumulated gains and losses into cost of products sold in the same period when the associated underlying transactions occur.
Removed
At December 31, 2024, we had no outstanding hedge positions. See Note 11, "Derivative Instruments and Hedging Activities," in Item 8 for further information on our outstanding derivatives. All outstanding commodity derivative positions were closed prior to December 31, 2024. Interest Rate Risk.

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