Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 04, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-32593 | |
Entity Registrant Name | Global Partners LP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 74-3140887 | |
Entity Address, Address Line One | P.O. Box 9161 | |
Entity Address, Address Line Two | 800 South Street | |
Entity Address, City or Town | Waltham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02454-9161 | |
City Area Code | 781 | |
Local Phone Number | 894-8800 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 33,995,563 | |
Entity Central Index Key | 0001323468 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Common Limited Partners | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Units representing limited partner interests | |
Trading Symbol | GLP | |
Security Exchange Name | NYSE | |
Series A Preferred Limited Partners | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 9.75% Series A Fixed-to-Floating Rate Cumulative Redeemable | |
Trading Symbol | GLP pr A | |
Security Exchange Name | NYSE | |
Series B Preferred Limited Partners | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 9.50% Series B Fixed Rate Cumulative Redeemable | |
Trading Symbol | GLP pr B | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 10,834 | $ 10,849 |
Accounts receivable, net | 526,098 | 411,194 |
Accounts receivable-affiliates | 2,238 | 1,139 |
Inventories | 511,905 | 509,517 |
Brokerage margin deposits | 53,563 | 33,658 |
Derivative assets | 17,828 | 11,652 |
Prepaid expenses and other current assets | 77,935 | 87,076 |
Total current assets | 1,200,401 | 1,065,085 |
Property and equipment, net | 1,202,867 | 1,099,348 |
Right of use assets, net | 277,157 | 280,284 |
Intangible assets, net | 33,207 | 26,014 |
Goodwill | 409,424 | 328,135 |
Other assets | 30,016 | 32,299 |
Total assets | 3,153,072 | 2,831,165 |
Current liabilities: | ||
Accounts payable | 466,275 | 353,296 |
Working capital revolving credit facility - current portion | 178,600 | 204,700 |
Lease liability - current portion | 57,514 | 62,352 |
Environmental liabilities-current portion | 4,642 | 4,642 |
Trustee taxes payable | 43,881 | 44,223 |
Accrued expenses and other current liabilities | 105,013 | 138,733 |
Derivative liabilities | 52,008 | 31,654 |
Total current liabilities | 907,933 | 839,600 |
Working capital revolving credit facility-less current portion | 200,000 | 150,000 |
Revolving credit facility | 228,000 | 43,400 |
Senior notes | 739,736 | 739,310 |
Long-term lease liability-less current portion | 228,702 | 228,203 |
Environmental liabilities-less current portion | 59,913 | 48,163 |
Financing obligations | 143,837 | 144,444 |
Deferred tax liabilities | 57,279 | 56,817 |
Other long-term liabilities | 55,066 | 53,461 |
Total liabilities | 2,620,466 | 2,303,398 |
Partners' equity | ||
General partner interest (0.67% interest with 230,303 equivalent units outstanding at March 31, 2022 and December 31, 2021) | (1,783) | (1,948) |
Accumulated other comprehensive loss | (3,409) | (1,902) |
Total partners' equity | 532,606 | 527,767 |
Total liabilities and partners' equity | 3,153,072 | 2,831,165 |
Series A Preferred Limited Partners | ||
Partners' equity | ||
Limited partner interest | 67,226 | 67,226 |
Series B Preferred Limited Partners | ||
Partners' equity | ||
Limited partner interest | 72,305 | 72,305 |
Common Limited Partners | ||
Partners' equity | ||
Limited partner interest | $ 398,267 | $ 392,086 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
General partner interest (as a percent) | (0.67%) | (0.67%) |
General partner interest, equivalent units outstanding | 230,303 | 230,303 |
Series A Preferred Limited Partners | ||
Limited partner interest, units issued | 2,760,000 | 2,760,000 |
Limited partner interest, units outstanding | 2,760,000 | 2,760,000 |
Series B Preferred Limited Partners | ||
Limited partner interest, units issued | 3,000,000 | 3,000,000 |
Limited partner interest, units outstanding | 3,000,000 | 3,000,000 |
Common Limited Partners | ||
Limited partner interest, units issued | 33,995,563 | 33,995,563 |
Limited partner interest, units outstanding | 33,953,227 | 33,953,227 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Sales | $ 4,500,538 | $ 2,553,327 |
Cost of sales | 4,294,300 | 2,408,295 |
Gross profit | 206,238 | 145,032 |
Costs and operating expenses: | ||
Selling, general and administrative expenses | 56,281 | 46,324 |
Operating expenses | 99,233 | 80,528 |
Amortization expense | 2,499 | 2,723 |
Net gain on sale and disposition of assets | (4,911) | (475) |
Total costs and operating expenses | 153,102 | 129,100 |
Operating income | 53,136 | 15,932 |
Interest expense | (21,474) | (20,359) |
Income before income tax (expense) benefit | 31,662 | (4,427) |
Income tax (expense) benefit | (1,177) | 130 |
Net income (loss) | 30,485 | (4,297) |
Less: General partner's interest in net income (loss), including incentive distribution rights | 1,177 | 739 |
Preferred Limited Partners | ||
Costs and operating expenses: | ||
Limited partners' interest in net income | 3,463 | 1,820 |
Common Limited Partners | ||
Costs and operating expenses: | ||
Limited partners' interest in net income | $ 25,845 | $ (6,856) |
Basic net income (loss) per common limited partner unit | $ 0.76 | $ (0.20) |
Diluted net income (loss) per common limited partner unit | $ 0.76 | $ (0.20) |
Basic weighted average common limited partner units outstanding | 33,953 | 33,967 |
Diluted weighted average common limited partner units outstanding | 34,085 | 34,296 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Net income (loss) | $ 30,485 | $ (4,297) |
Other comprehensive (loss) income: | ||
Change in fair value of cash flow hedges | 2,052 | |
Change in pension liability | (1,507) | 46 |
Total other comprehensive (loss) income | (1,507) | 2,098 |
Comprehensive income (loss) | $ 28,978 | $ (2,199) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net income (loss) | $ 30,485 | $ (4,297) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 26,701 | 24,975 |
Amortization of deferred financing fees | 1,390 | 1,344 |
Bad debt expense | 51 | (68) |
Unit-based compensation expense | 204 | 259 |
Net gain on sale and disposition of assets | (4,911) | (475) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (114,955) | (86,794) |
Accounts receivable-affiliate | (1,099) | (2,110) |
Inventories | 2,229 | (84,024) |
Broker margin deposits | (19,905) | (9,687) |
Prepaid expenses, all other current assets and other assets | 10,658 | 33,628 |
Accounts payable | 112,979 | 30,118 |
Trustee taxes payable | (342) | 4,332 |
Change in derivatives | 14,178 | 16,918 |
Accrued expenses, all other current liabilities and other long-term liabilities | (35,035) | (30,102) |
Net cash provided by (used in) operating activities | 22,628 | (105,983) |
Cash flows from investing activities | ||
Acquisitions | (214,894) | (7,071) |
Capital expenditures | (17,093) | (16,901) |
Seller note issuances | (1,690) | |
Proceeds from sale of property and equipment | 25,187 | 2,994 |
Net cash used in investing activities | (206,800) | (22,668) |
Cash flows from financing activities | ||
Net proceeds from issuance of Series B preferred units | 72,167 | |
LTIP units withheld for tax obligations | (6) | (26) |
Distributions to limited partners and general partner | (24,337) | (21,006) |
Net cash provided by financing activities | 184,157 | 130,535 |
Cash and cash equivalents | ||
(Decrease) increase in cash and cash equivalents | (15) | 1,884 |
Cash and cash equivalents at beginning of period | 10,849 | 9,714 |
Cash and cash equivalents at end of period | 10,834 | 11,598 |
Supplemental information | ||
Cash paid during the period for interest | 29,524 | 16,235 |
Working Capital Facility | ||
Cash flows from financing activities | ||
Net borrowings | 23,900 | 168,000 |
Non Working Capital Facility | ||
Cash flows from financing activities | ||
Net borrowings | $ 184,600 | $ (88,600) |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY - USD ($) $ in Thousands | Common UnitholdersSeries A Preferred Limited Partners | Common UnitholdersSeries B Preferred Limited Partners | Common UnitholdersCommon Limited Partners | General Partner Interest | Accumulated Other Comprehensive Income (Loss) | Total |
Balance, beginning of period at Dec. 31, 2020 | $ 67,226 | $ 428,842 | $ (2,169) | $ 1,600 | $ 495,499 | |
Increase (Decrease) in Partners' Capital | ||||||
Issuance of units | $ 72,167 | 72,167 | ||||
Net income (loss) | 1,682 | 138 | (6,856) | 739 | (4,297) | |
Distributions to limited partners and general partner | (1,682) | (18,698) | (642) | (21,022) | ||
Unit-based compensation | 259 | 259 | ||||
Other comprehensive income | 2,098 | 2,098 | ||||
LTIP units withheld for tax obligations | (26) | (26) | ||||
Dividends on repurchased units | 16 | 16 | ||||
Balance, end of period at Mar. 31, 2021 | 67,226 | 72,305 | 403,537 | (2,072) | 3,698 | 544,694 |
Balance, beginning of period at Dec. 31, 2021 | 67,226 | 72,305 | 392,086 | (1,948) | (1,902) | 527,767 |
Increase (Decrease) in Partners' Capital | ||||||
Net income (loss) | 1,682 | 1,781 | 25,845 | 1,177 | 30,485 | |
Distributions to limited partners and general partner | (1,682) | (1,781) | (19,887) | (1,012) | (24,362) | |
Unit-based compensation | 204 | 204 | ||||
Other comprehensive income | (1,507) | (1,507) | ||||
LTIP units withheld for tax obligations | (6) | (6) | ||||
Dividends on repurchased units | 25 | 25 | ||||
Balance, end of period at Mar. 31, 2022 | $ 67,226 | $ 72,305 | $ 398,267 | $ (1,783) | $ (3,409) | $ 532,606 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization and Basis of Presentation | |
Organization and Basis of Presentation | Note 1. Organization and Basis of Presentation Organization Global Partners LP (the “Partnership”) is a master limited partnership formed in March 2005. The Partnership owns, controls or has access to one of the largest terminal networks of refined petroleum products and renewable fuels in Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the “Northeast”). The Partnership is one of the region’s largest independent owners, suppliers and operators of gasoline stations and convenience stores. As of March 31, 2022, the Partnership had a portfolio of 1,689 owned, leased and/or supplied gasoline stations, including 342 directly operated convenience stores, primarily in the Northeast. The Partnership is also one of the largest distributors of gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers in the New England states and New York. The Partnership engages in the purchasing, selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane and in the transportation of petroleum products and renewable fuels by rail from the mid-continent region of the United States and Canada. Global GP LLC, the Partnership’s general partner (the “General Partner”), manages the Partnership’s operations and activities and employs its officers and substantially all of its personnel, except for most of its gasoline station and convenience store employees who are employed by Global Montello Group Corp. (“GMG”), a wholly owned subsidiary of the Partnership. The General Partner, which holds a 0.67 % general partner interest in the Partnership, is owned by affiliates of the Slifka family. As of March 31, 2022, affiliates of the General Partner, including its directors and executive officers and their affiliates, owned 6,173,345 common units, representing a 18.2% limited partner interest. COVID-19 Pandemic The COVID-19 pandemic continues to make its presence felt at home, in the workplace, at the Partnership’s retail sites and terminal locations and in the global supply chain. The Partnership remains active in responding to the challenges posed by the COVID-19 pandemic and continues to provide essential products and services while prioritizing the safety of its employees, customers and vendors in the communities where the Partnership operates. 2022 Events Amendments to the Credit Agreement billion. On March 30, 2022, the Partnership and certain of its subsidiaries entered into the seventh amendment to third amended and restated credit agreement which, among other things, refreshed the accordion feature under the credit agreement. See Note 7 for additional information on these amendments. Acquisitions Inc. (“Miller Oil”). See Note 2. On January 25, 2022, the Partnership acquired substantially all of the assets from Connecticut-based Consumers Petroleum of Connecticut, Incorporated (“Consumers Petroleum”). See Note 2. Basis of Presentation The financial results of Miller Oil and Consumers Petroleum since the respective acquisition date are included in the accompanying statement of operations for the three months ended March 31, 2022. The accompanying consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021 reflect the accounts of the Partnership. Upon consolidation, all intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial condition and operating results for the interim periods. The interim financial information, which has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 and notes thereto contained in the Partnership’s Annual Report on Form 10-K. The significant accounting policies described in Note 2, “Summary of Significant Accounting Policies,” of such Annual Report on Form 10-K are the same used in preparing the accompanying consolidated financial statements. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results of operations that will be realized for the entire year ending December 31, 2022. The consolidated balance sheet at December 31, 2021 has been derived from the audited consolidated financial statements included in the Partnership’s Annual Report on Form Concentration of Risk Due to the nature of the Partnership’s businesses and its reliance, in part, on consumer travel and spending patterns, the Partnership may experience more demand for gasoline during the late spring and summer months than during the fall and winter months. Travel and recreational activities are typically higher in these months in the geographic areas in which the Partnership operates, increasing the demand for gasoline. Therefore, the Partnership’s volumes in gasoline are typically higher in the second and third quarters of the calendar year. However, the COVID-19 pandemic has had a negative impact on gasoline demand and the extent and duration of that impact remains uncertain. As demand for some of the Partnership’s refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally greater during the winter months, heating oil and residual oil volumes are generally higher during the first and fourth quarters of the calendar year. These factors may result in fluctuations in the Partnership’s quarterly operating results. The following table presents the Partnership’s product sales and other revenues as a percentage of the consolidated sales for the periods presented: Three Months Ended March 31, 2022 2021 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) 60 % 62 % Distillates (home heating oil, diesel and kerosene) and residual oil sales 37 % 33 % Crude oil sales and crude oil logistics revenue — % 1 % Convenience store and prepared food sales, rental income and sundries 3 % 4 % Total 100 % 100 % The following table presents the Partnership’s product margin by segment as a percentage of the consolidated product margin for the periods presented: Three Months Ended March 31, 2022 2021 Wholesale segment 21 % 18 % Gasoline Distribution and Station Operations segment 76 % 79 % Commercial segment 3 % 3 % Total 100 % 100 % See Note 13, “Segment Reporting,” for additional information on the Partnership’s operating segments. None of the Partnership’s customers accounted for greater than 10% of total sales for the three months ended March 31, 2022 and 2021. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations | |
Business Combinations | Note 2. Business Combinations Acquisition from Miller Oil Co., Inc. — 1, 2022, the Partnership acquired substantially all of the retail motor fuel assets from Miller Oil in a cash transaction. The acquisition includes 21 company-operated Miller’s Neighborhood Market convenience stores and 2 fuel sites that are either owned or leased, including lessee dealer and commissioned agent locations, all located in Virginia, and 34 fuel supply only sites, primarily in Virginia. The purchase price was approximately $60.2 million, including inventory. The acquisition was funded with borrowings under the Partnership’s revolving credit facility. The preliminary fair values of the assets acquired and liabilities assumed as of February 1, 2022, the acquisition date, are set forth in the table below. The excess of the purchase price over the aggregate acquisition date value of identifiable net assets acquired was recorded as goodwill and assigned to the GDSO segment. Substantially all of the goodwill is expected to be deductible for tax purposes. These preliminary acquisition date values were generally determined through established and generally accepted valuation techniques and are subject to change during the measurement period as valuations are finalized. As a result, the acquisition accounting is not complete, and additional information that existed at the acquisition date may become known to the Partnership during the remainder of the measurement period. As of the filing date of this Form 10-Q, the Partnership is still in the process of valuing the assets acquired from Miller Oil, including inventory, property and equipment, right of use assets, intangible assets and liabilities. The following table presents the preliminary allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands): Assets purchased: Inventory $ 2,317 Property and equipment 37,530 Right of use assets 5,139 Intangibles 5,555 Total identifiable assets purchased 50,541 Liabilities assumed: Accrued expenses and other current liabilities (851) Environmental liabilities (4,596) Lease liability (5,969) Other non-current liabilities (406) Total liabilities assumed (11,822) Net identifiable assets acquired 38,719 Goodwill 21,448 Net assets acquired $ 60,167 The fair values of the remaining assets and liabilities noted above approximate their carrying values at February 1, 2022. The Partnership utilized accounting guidance related to intangible assets which lists the pertinent factors to be considered when estimating the useful life of an intangible asset. These factors include, in part, a review of the expected use by the Partnership of the assets acquired, the expected useful life of another asset (or group of assets) related to the acquired assets and legal, regulatory or other contractual provisions that may limit the useful life of an acquired asset. The Partnership amortizes these intangible assets over their estimated useful lives which is consistent with the estimated undiscounted future cash flows of these assets. As part of the purchase price allocation, identifiable intangible assets include dealer supply contracts that are being amortized over three . Amortization expense related to the intangible assets was immaterial for the three months ended March 31, 2022. In connection with the acquisition of Miller Oil, the Partnership incurred acquisition costs of approximately $0.4 million for the three months ended March 31, 2022, which are included in selling, general and administrative expenses in the accompanying consolidated statement of operations. Acquisition from Consumers Petroleum of Connecticut Incorporated — 25, 2022, the Partnership acquired substantially all of the assets from Consumers Petroleum in a cash transaction. The acquisition includes 26 company-owned Wheels convenience stores and related fuel operations located in Connecticut and 22 fuel-supply only sites located in Connecticut and New York. The purchase price, subject to post-closing adjustments, was approximately $154.7 million, including inventory. The acquisition was funded with borrowings under the Partnership’s revolving credit facility. The preliminary fair values of the assets acquired and liabilities assumed as of January 25, 2022, the acquisition date, are set forth in the table below. The excess of the purchase price over the aggregate acquisition date value of identifiable net assets acquired was recorded as goodwill and assigned to the GDSO segment. Substantially all of the goodwill is expected to be deductible for tax purposes. These preliminary acquisition date values were generally determined through established and generally accepted valuation techniques and are subject to change during the measurement period as valuations are finalized. As a result, the acquisition accounting is not complete, and additional information that existed at the acquisition date may become known to the Partnership during the remainder of the measurement period. As of the filing date of this Form 10-Q, the Partnership is still in the process of valuing the assets acquired from Consumers Petroleum, including inventory, property and equipment, right of use assets, intangible assets and liabilities. The following table presents the preliminary allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands): Assets purchased: Inventory $ 2,475 Property and equipment 88,288 Right of use assets 4,482 Intangibles 4,136 Other non-current assets 182 Total identifiable assets purchased 99,563 Liabilities assumed: Environmental liabilities (7,256) Lease liability (2,372) Other non-current liabilities (329) Total liabilities assumed (9,957) Net identifiable assets acquired 89,606 Goodwill 65,121 Net assets acquired $ 154,727 The fair values of the remaining assets and liabilities noted above approximate their carrying values at January 25, 2022. The Partnership utilized accounting guidance related to intangible assets which lists the pertinent factors to be considered when estimating the useful life of an intangible asset. These factors include, in part, a review of the expected use by the Partnership of the assets acquired, the expected useful life of another asset (or group of assets) related to the acquired assets and legal, regulatory or other contractual provisions that may limit the useful life of an acquired asset. The Partnership amortizes these intangible assets over their estimated useful lives which is consistent with the estimated undiscounted future cash flows of these assets. As part of the purchase price allocation, identifiable intangible assets include dealer supply contracts that are being amortized over four . Amortization expense related to the intangible assets was immaterial for the three months ended March 31, 2022. In connection with the acquisition of Consumers Petroleum, the Partnership incurred acquisition costs of approximately $0.9 million for the three months ended March 31, 2022, which are included in selling, general and administrative expenses in the accompanying consolidated statement of operations. Supplemental Pro Forma Information |
Revenue from Contract Customers
Revenue from Contract Customers | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract Customers | |
Revenue from Contract Customers | Note 3. Revenue from Contract Customers Disaggregation of Revenue The following table provides the disaggregation of revenue from contracts with customers and other sales by segment for the periods presented (in thousands): Three Months Ended March 31, 2022 Revenue from contracts with customers: Wholesale GDSO Commercial Total Refined petroleum products, renewable fuels and crude oil $ 1,011,786 $ 1,276,961 $ 222,573 $ 2,511,320 Station operations — 96,566 — 96,566 Total revenue from contracts with customers 1,011,786 1,373,527 222,573 2,607,886 Other sales: Revenue originating as physical forward contracts and exchanges 1,765,004 — 107,409 1,872,413 Revenue from leases 913 19,326 — 20,239 Total other sales 1,765,917 19,326 107,409 1,892,652 Total sales $ 2,777,703 $ 1,392,853 $ 329,982 $ 4,500,538 Three Months Ended March 31, 2021 Revenue from contracts with customers: Wholesale GDSO Commercial Total Refined petroleum products, renewable fuels and crude oil $ 684,014 $ 756,008 $ 18,784 $ 1,458,806 Station operations — 81,848 — 81,848 Total revenue from contracts with customers 684,014 837,856 18,784 1,540,654 Other sales: Revenue originating as physical forward contracts and exchanges 866,904 — 126,886 993,790 Revenue from leases 567 18,316 — 18,883 Total other sales 867,471 18,316 126,886 1,012,673 Total sales $ 1,551,485 $ 856,172 $ 145,670 $ 2,553,327 Contract Balances A receivable, which is included in accounts receivable, net in the accompanying consolidated balance sheets, is recognized in the period the Partnership provides services when its right to consideration is unconditional. In contrast, a contract asset will be recognized when the Partnership has fulfilled a contract obligation but must perform other obligations before being entitled to payment. The nature of the receivables related to revenue from contracts with customers and other revenue, as well as contract assets, are the same, given they are related to the same customers and have the same risk profile and securitization. Payment terms on invoiced amounts are typically 2 to 30 days . A contract liability is recognized when the Partnership has an obligation to transfer goods or services to a customer for which the Partnership has received consideration (or the amount is due) from the customer. The Partnership had no significant contract liabilities at both March 31, 2022 and December 31, 2021. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2022 | |
Inventories | |
Inventories | Note 4. Inventories The Partnership hedges substantially all of its petroleum and ethanol inventory using a variety of instruments, primarily exchange-traded futures contracts. These futures contracts are entered into when inventory is purchased and are either designated as fair value hedges against the inventory on a specific barrel basis for inventories qualifying for fair value hedge accounting or not designated and maintained as economic hedges against certain inventory of the Partnership on a specific barrel basis. Changes in fair value of these futures contracts, as well as the offsetting change in fair value on the hedged inventory, are recognized in earnings as an increase or decrease in cost of sales. All hedged inventory designated in a fair value hedge relationship is valued using the lower of cost, as determined by specific identification, or net realizable value, as determined at the product level. All petroleum and ethanol inventory not designated in a fair value hedging relationship is carried at the lower of historical cost, on a first-in, first-out basis, or net realizable value. Renewable Identification Numbers (“RINs”) inventory is carried at the lower of historical cost, on a first-in, first-out basis, or net realizable value. Convenience store inventory is carried at the lower of historical cost, based on a weighted average cost method, or net realizable value. Inventories consisted of the following (in thousands): March 31, December 31, 2022 2021 Distillates: home heating oil, diesel and kerosene $ 134,882 $ 244,067 Gasoline 202,582 123,824 Gasoline blendstocks 96,331 50,599 Crude oil 3,252 3,678 Residual oil 41,357 60,286 Renewable identification numbers (RINs) 6,462 4,218 Convenience store inventory 27,039 22,845 Total $ 511,905 $ 509,517 In addition to its own inventory, the Partnership has exchange agreements for petroleum products and ethanol with unrelated third-party suppliers, whereby it may draw inventory from these other suppliers and suppliers may draw inventory from the Partnership. Positive exchange balances are accounted for as accounts receivable and amounted to $1.0 million and $1.3 million at March 31, 2022 and December 31, 2021, respectively. Negative exchange balances are accounted for as accounts payable and amounted to $32.2 million and $20.6 million at March 31, 2022 and December 31, 2021, respectively. Exchange transactions are valued using current carrying costs. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill.. | |
Goodwill | Note 5. Goodwill The following table presents changes in goodwill, all of which has been allocated to the Gasoline Distribution and Station Operations (“GDSO”) segment (in thousands): Balance at December 31, 2021 $ 328,135 Acquisition of Miller Oil (1) 21,448 Acquisition of Consumers Petroleum (1) 65,121 Dispositions (2) (5,280) Balance at March 31, 2022 $ 409,424 (1) See Note 2 for information on the Partnership’s business combinations. (2) Dispositions represent derecognition of goodwill associated with the sale and disposition of certain assets. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property and Equipment | |
Property and Equipment | Note 6. Property and Equipment Property and equipment consisted of the following (in thousands): March 31, December 31, 2022 2021 Buildings and improvements $ 1,393,464 $ 1,327,002 Land 516,278 457,260 Fixtures and equipment 39,232 38,646 Idle plant assets 30,500 30,500 Construction in process 50,591 52,716 Capitalized internal use software 32,740 32,740 Total property and equipment 2,062,805 1,938,864 Less accumulated depreciation 859,938 839,516 Total $ 1,202,867 $ 1,099,348 Property and equipment includes retail gasoline station assets held for sale of $0 and $6.1 million at March 31, 2022 and December 31, 2021, respectively, and terminal assets held for sale of $26.5 million and $26.3 million at March 31, 2022 and December 31, 2021, respectively. At March 31, 2022, the Partnership had a $39.1 million remaining net book value of long-lived assets at its West Coast facility, including $30.5 million related to the Partnership’s ethanol plant acquired in 2013. The Partnership would need to take certain measures to prepare the facility for ethanol production in order to place the plant into service and commence depreciation. Therefore, the $30.5 million related to the ethanol plant was included in property and equipment and classified as idle plant assets at March 31, 2022 and December 31, 2021. If the Partnership is unable to generate cash flows to support the recoverability of the plant and facility assets, this may become an indicator of potential impairment of the West Coast facility. The Partnership believes these assets are recoverable but continues to monitor the market for ethanol, the continued business development of this facility for ethanol or other product transloading, and the related impact this may have on the facility’s operating cash flows and whether this would constitute an impairment indicator. |
Debt and Financing Obligations
Debt and Financing Obligations | 3 Months Ended |
Mar. 31, 2022 | |
Debt and Financing Obligations | |
Debt and Financing Obligations | Note 7. Debt and Financing Obligations Credit Agreement Certain subsidiaries of the Partnership, as borrowers, and the Partnership and certain of its subsidiaries, as guarantors, have a $1.55 billion senior secured credit facility (the “Credit Agreement”). The Credit Agreement matures on May 6, 2024. On March 9, 2022, the Partnership and certain of its subsidiaries entered into a sixth amendment to the Credit Agreement (the “Sixth Amendment”) which, among other things, amended certain terms and provisions of the Credit Agreement to provide for $200.0 million of working capital interim commitments which increased the total aggregate commitment from $1.35 billion to $1.55 billion. On March 30, 2022, the Partnership and certain of its subsidiaries entered into a seventh amendment to the Credit Agreement (the “Seventh Amendment”) which, among other things, (i) increased the working capital revolving credit facility by $200.0 million and simultaneous reduced the working capital interim commitments to $0; (ii) refreshed the accordion feature under the Credit Agreement to permit the Partnership to request increases of up to $300.0 million in the total credit facility; and (iii) replaced the Cost of Funds (as defined in the Credit Agreement) pricing option with a Daily secured overnight financing rate (“ SOFR”) pricing option. All other material terms of the Credit Agreement remain substantially the same as disclosed in Note 8 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021. There are two facilities under the Credit Agreement: ● a working capital revolving credit facility to be used for working capital purposes and letters of credit in the principal amount equal to the lesser of the Partnership’s borrowing base and $1.1 billion; and ● a $450.0 million revolving credit facility to be used for general corporate purposes. In addition, the Credit Agreement has an accordion feature whereby the Partnership may request on the same terms and conditions then applicable to the Credit Agreement, provided no Event of Default (as defined in the Credit Agreement) then exists, an increase to the working capital revolving credit facility, the revolving credit facility, or both, by up to another $300.0 million, in the aggregate, for a total credit facility of up to $1.85 billion. Any such request for an increase must be in a minimum amount of $25.0 million. The Partnership cannot provide assurance, however, that its lending group will agree to fund any request by the Partnership for additional amounts in excess of the total available commitments of $1.55 billion. In addition, the Credit Agreement includes a swing line pursuant to which Bank of America, N.A., as the swing line lender, may make swing line loans in U.S. dollars in an aggregate amount equal to the lesser of (a) $75.0 million and (b) the Aggregate WC Commitments (as defined in the Credit Agreement). Swing line loans will bear interest at the Base Rate (as defined in the Credit Agreement). The swing line is a sub-portion of the working capital revolving credit facility and is not an addition to the total available commitments of $1.55 billion. Availability under the working capital revolving credit facility is subject to a borrowing base which is redetermined from time to time and based on specific advance rates on eligible current assets. Availability under the borrowing base may be affected by events beyond the Partnership’s control, such as changes in petroleum product prices, collection cycles, counterparty performance, advance rates and limits and general economic conditions. Borrowings under the working capital revolving credit facility bear interest at (1) the Daily or Term SOFR plus a 0.10% SOFR adjustment plus 2.00% to 2.50% , or (2) the base rate plus 1.00% to 1.50% , each depending on the Utilization Amount (as defined in the Credit Agreement). Borrowings under the revolving credit facility bear interest at (1) the Daily or Term SOFR plus a 0.10% SOFR adjustment plus 1.75% to 2.75% , or (2) the base rate plus 0.75% to 1.75% , each depending on the Combined Total Leverage Ratio (as defined in the Credit Agreement). The average interest rates for the Credit Agreement were 2.3% and 2.7% for the three months ended March 31, 2022 and 2021, respectively. The Partnership classifies a portion of its working capital revolving credit facility as a current liability and a portion as a long-term liability. The portion classified as a long-term liability represents the amounts expected to be outstanding throughout the next twelve months based on an analysis of historical daily borrowings under the working capital revolving credit facility, the seasonality of borrowings, forecasted future working capital requirements and forward product curves, and because the Partnership has a multi-year, long-term commitment from its bank group. Accordingly, at March 31, 2022 the Partnership estimated working capital revolving credit facility borrowings will equal or exceed $200.0 million over the next twelve months. The table below presents the total borrowings and availability under the Credit Agreement (in millions): March 31, December 31, 2022 2021 Total available commitments $ 1,550.0 $ 1,350.0 Working capital revolving credit facility—current portion 178.6 204.7 Working capital revolving credit facility—less current portion 200.0 150.0 Revolving credit facility 228.0 43.4 Total borrowings outstanding 606.6 398.1 Less outstanding letters of credit 209.0 156.0 Total remaining availability for borrowings and letters of credit (1) $ 734.4 $ 795.9 (1) Subject to borrowing base limitations. The Credit Agreement imposes financial covenants that require the Partnership to maintain certain minimum working capital amounts, a minimum combined interest coverage ratio, a maximum senior secured leverage ratio and a maximum total leverage ratio. The Partnership was in compliance with the foregoing covenants at March 31, 2022. Please read Note 8 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021 for additional information on the Credit Agreement. Deferred Financing Fees The Partnership incurs bank fees related to its Credit Agreement and other financing arrangements. These deferred financing fees are capitalized and amortized over the life of the Credit Agreement or other financing arrangements. In connection with the Sixth Amendment and Seventh Amendment, the Partnership capitalized additional financing fees of $1.0 million. The Partnership had unamortized deferred financing fees of $18.4 million and $18.8 million at March 31, 2022 and December 31, 2021, respectively. Unamortized fees related to the Credit Agreement are included in other current assets and other long-term assets and amounted to $7.5 million at both March 31, 2022 and December 31, 2021. Unamortized fees related to the senior notes are presented as a direct deduction from the carrying amount of that debt liability and amounted to $10.3 million and $10.7 million at March 31, 2022 and December 31, 2021, respectively. Unamortized fees related to the Partnership’s sale-lease transactions are presented as a direct deduction from the carrying amount of the financing obligation and amounted to $0.6 million at both March 31, 2022 and December 31, 2021. Amortization expense of approximately $1.4 million and $1.3 million for the three months ended March 31, 2022 and 2021, respectively, is included in interest expense in the accompanying consolidated statements of operations. Supplemental cash flow information The following table presents supplemental cash flow information related to the Credit Agreement for the periods presented (in thousands): Three Months Ended March 31, 2022 2021 Borrowings from working capital revolving credit facility $ 669,100 $ 533,500 Payments on working capital revolving credit facility (645,200) (365,500) Net borrowings from working capital revolving credit facility $ 23,900 $ 168,000 Borrowings from revolving credit facility $ 384,000 $ — Payments on revolving credit facility (199,400) (88,600) Net borrowings from (payments on) revolving credit facility $ 184,600 $ (88,600) Senior Notes The Partnership had 7.00% senior notes due 2027 and 6.875% senior notes due 2029 outstanding at March 31, 2022 and December 31, 2021. Please read Note 8 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021 for additional information on these senior notes. Financing Obligations The Partnership had financing obligations outstanding at March 31, 2022 and December 31, 2021 associated with historical sale-leaseback transactions that did not meet the criteria for sale accounting. Please read Note 8 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021 for additional information on these financial obligations. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | Note 8. Derivative Financial Instruments The Partnership principally uses derivative instruments, which include regulated exchange-traded futures and options contracts (collectively, “exchange-traded derivatives”) and physical and financial forwards and over-the-counter (“OTC”) swaps (collectively, “OTC derivatives”), to reduce its exposure to unfavorable changes in commodity market prices. The Partnership uses these exchange-traded and OTC derivatives to hedge commodity price risk associated with its inventory and undelivered forward commodity purchases and sales (“physical forward contracts”). The Partnership accounts for derivative transactions in accordance with ASC Topic 815, “Derivatives and Hedging,” and recognizes derivatives instruments as either assets or liabilities in the consolidated balance sheet and measures those instruments at fair value. The changes in fair value of the derivative transactions are presented currently in earnings, unless specific hedge accounting criteria are met. The following table summarizes the notional values related to the Partnership’s derivative instruments outstanding at March 31, 2022: Units (1) Unit of Measure Exchange-Traded Derivatives Long 86,098 Thousands of barrels Short (89,269) Thousands of barrels OTC Derivatives (Petroleum/Ethanol) Long 3,793 Thousands of barrels Short (3,954) Thousands of barrels (1) Number of open positions and gross notional values do not measure the Partnership’s risk of loss, quantify risk or represent assets or liabilities of the Partnership, but rather indicate the relative size of the derivative instruments and are used in the calculation of the amounts to be exchanged between counterparties upon settlements. Derivatives Accounted for as Hedges Fair Value Hedges The Partnership’s fair value hedges include exchange-traded futures contracts and OTC derivative contracts that are hedges against inventory with specific futures contracts matched to specific barrels. The change in fair value of these futures contracts and the change in fair value of the underlying inventory generally provide an offset to each other in the consolidated statements of operations. The following table presents the gains and losses from the Partnership’s derivative instruments involved in fair value hedging relationships recognized in the consolidated statements of operations for the periods presented (in thousands): Statement of Gain (Loss) Three Months Ended Recognized in Income on March 31, Derivatives 2022 2021 Derivatives in fair value hedging relationship Exchange-traded futures contracts and OTC derivative contracts for petroleum commodity products Cost of sales $ (10,804) $ (5,494) Hedged items in fair value hedge relationship Physical inventory Cost of sales $ 21,771 $ 3,500 Cash Flow Hedges In 2020, to hedge the Partnership’s cash flow risk relative to certain trends and the fluctuations in commodity prices observed within the GDSO segment, the Partnership entered into exchange-traded commodity swap contracts and designated them as a cash flow hedge of its fuel purchases designed to reduce its cost of fuel if market prices rise through 2021 or increase its cost of fuel if market prices decrease through 2021. All exchange traded commodity swap contracts expired on December 31, 2021; therefore, the amount of income recognized in other comprehensive income as of March 31, 2022 and expected to be reclassified into earnings within the next 12 months was $0. The amount of income recognized in other comprehensive income for derivatives designated in cash flow hedging relationships was $0 and $4.6 million for the three months ended March 31, 2022 and 2021, respectively. The amount of income reclassified from other comprehensive income into cost of sales for derivatives designated in cash flow hedging relationships was $0 and $2.5 million for the three months ended March 31, 2022 and 2021, respectively. Derivatives Not Accounted for as Hedges The Partnership utilizes petroleum and ethanol commodity contracts to hedge price and currency risk in certain commodity inventories and physical forward contracts. The following table presents the gains and losses from the Partnership’s derivative instruments not involved in a hedging relationship recognized in the consolidated statements of operations for the periods presented (in thousands): Statement of Gain (Loss) Three Months Ended Derivatives not designated as Recognized in March 31, hedging instruments Income on Derivatives 2022 2021 Commodity contracts Cost of sales $ 5,748 $ 4,908 Commodity Contracts and Other Derivative Activity The Partnership’s commodity contracts and other derivative activity include: (i) exchange-traded derivative contracts that are hedges against inventory and either do not qualify for hedge accounting or are not designated in a hedge accounting relationship, (ii) exchange-traded derivative contracts used to economically hedge physical forward contracts, (iii) financial forward and OTC swap agreements used to economically hedge physical forward contracts and (iv) the derivative instruments under the Partnership’s controlled trading program. The Partnership does not take the normal purchase and sale exemption available under ASC 815 for any of its physical forward contracts. The following table presents the fair value of each classification of the Partnership’s derivative instruments and its location in the consolidated balance sheets at March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ 10,369 $ 159,068 $ 169,437 Forward derivative contracts (1) Derivative assets — 17,828 17,828 Total asset derivatives $ 10,369 $ 176,896 $ 187,265 Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ — $ (263,937) $ (263,937) Forward derivative contracts (1) Derivative liabilities — (52,008) (52,008) Total liability derivatives $ — $ (315,945) $ (315,945) December 31, 2021 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ 1,476 $ 106,629 $ 108,105 Forward derivative contracts (1) Derivative assets — 11,652 11,652 Total asset derivatives $ 1,476 $ 118,281 $ 119,757 Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ (9,201) $ (72,993) $ (82,194) Forward derivative contracts (1) Derivative liabilities — (31,654) (31,654) Total liability derivatives $ (9,201) $ (104,647) $ (113,848) (1) Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps. Credit Risk The Partnership’s derivative financial instruments do not contain credit risk related to other contingent features that could cause accelerated payments when these financial instruments are in net liability positions. The Partnership is exposed to credit loss in the event of nonperformance by counterparties to the Partnership’s exchange-traded and OTC derivative contracts, but the Partnership has no current reason to expect any material nonperformance by any of these counterparties. Exchange-traded derivative contracts, the primary derivative instrument utilized by the Partnership, are traded on regulated exchanges, greatly reducing potential credit risks. The Partnership utilizes major financial institutions as its clearing brokers for all New York Mercantile Exchange (“NYMEX”), Chicago Mercantile Exchange (“CME”) and Intercontinental Exchange (“ICE”) derivative transactions and the right of offset exists with these financial institutions under master netting agreements. Accordingly, the fair value of the Partnership’s exchange-traded derivative instruments is presented on a net basis in the consolidated balance sheets. Exposure on OTC derivatives is limited to the amount of the recorded fair value as of the balance sheet dates. Please read Note 2 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021 for additional information on derivative financial instruments. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9. Fair Value Measurements The following tables present, by level within the fair value hierarchy, the Partnership’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands): Fair Value at March 31, 2022 Cash Collateral Level 1 Level 2 Netting Total Assets: Forward derivative contracts (1) $ — $ 17,828 $ — $ 17,828 Exchange-traded/cleared derivative instruments (2) (94,500) — 148,063 53,563 Pension plans 20,816 — — 20,816 Total assets $ (73,684) $ 17,828 $ 148,063 $ 92,207 Liabilities: Forward derivative contracts (1) $ — $ (52,008) $ — $ (52,008) Fair Value at December 31, 2021 Cash Collateral Level 1 Level 2 Netting Total Assets: Forward derivative contracts (1) $ — $ 11,652 $ — $ 11,652 Exchange-traded/cleared derivative instruments (2) 25,911 — 7,747 33,658 Pension plans 22,703 — — 22,703 Total assets $ 48,614 $ 11,652 $ 7,747 $ 68,013 Liabilities: Forward derivative contracts (1) $ — $ (31,654) $ — $ (31,654) (1) Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps. (2) Amount includes the effect of cash balances on deposit with clearing brokers. There were no Level 3 derivative contracts at both March 31, 2022 and December 31, 2021. This table excludes cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. The carrying amounts of certain of the Partnership’s financial instruments, including cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short maturities. The carrying value of the credit facility approximates fair value due to the variable rate nature of these financial instruments. The carrying value of the inventory qualifying for fair value hedge accounting approximates fair value due to adjustments for changes in fair value of the hedged item. The fair values of the derivatives used by the Partnership are disclosed in Note 8. The determination of the fair values above incorporates factors including not only the credit standing of the counterparties involved, but also the impact of the Partnership’s nonperformance risks on its liabilities. The Partnership estimates the fair values of its senior notes using a combination of quoted market prices for similar financing arrangements and expected future payments discounted at risk-adjusted rates, which are considered Level 2 inputs. The fair values of the senior notes, estimated by observing market trading prices of the respective senior notes, were as follows (in thousands): March 31, 2022 December 31, 2021 Face Fair Face Fair Value Value Value Value 7.00% senior notes due 2027 $ 400,000 $ 399,000 $ 400,000 $ 412,000 6.875% senior notes due 2029 $ 350,000 $ 344,750 $ 350,000 $ 358,750 Non-Recurring Fair Value Measures Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as acquired assets and liabilities, losses related to firm non-cancellable purchase commitments or long-lived assets subject to impairment. For assets and liabilities measured on a non-recurring basis during the period, accounting guidance requires quantitative disclosures about the fair value measurements separately for each major category. See Note 2 for acquired assets and liabilities measured on a non-recurring basis. |
Environmental Liabilities
Environmental Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Environmental Liabilities. | |
Environmental Liabilities | Note 10. Environmental Liabilities In connection with the acquisitions of retail gasoline and convenience store assets from Miller Oil and Consumers Petroleum (see Note 2), the Partnership assumed certain environmental liabilities, including certain ongoing environmental remediation efforts. As a result, the Partnership initially recorded, on an undiscounted basis, a total environmental liability of approximately 31, 2022. The following table presents a summary roll forward of the Partnership’s environmental liabilities at March 31, 2022 (in thousands): Balance at Other Balance at December 31, Additions Payments Dispositions Adjustments March 31, Environmental Liability Related to: 2021 2022 2022 2022 2022 2022 Retail gasoline stations $ 49,261 $ 11,851 $ (558) $ (319) $ 798 $ 61,033 Terminals 3,544 — (22) — — 3,522 Total environmental liabilities $ 52,805 $ 11,851 $ (580) $ (319) $ 798 $ 64,555 Current portion $ 4,642 $ 4,642 Long-term portion 48,163 59,913 Total environmental liabilities $ 52,805 $ 64,555 The Partnership’s estimates used in these environmental liabilities are based on all known facts at the time and its assessment of the ultimate remedial action outcomes. Among the many uncertainties that impact the Partnership’s estimates are the necessary regulatory approvals for, and potential modification of, its remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment, relief of obligations through divestitures of sites and the possibility of existing legal claims giving rise to additional claims. Dispositions generally represent relief of legal obligations through the sale of the related property with no retained obligation. Other adjustments generally represent changes in estimates for existing obligations or obligations associated with new sites. Therefore, although the Partnership believes that these environmental liabilities are adequate, no assurances can be made that any costs incurred in excess of these environmental liabilities or outside of indemnifications or not otherwise covered by insurance would not have a material adverse effect on the Partnership’s financial condition, results of operations or cash flows. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 11. Related Party Transactions The Partnership is a party to a services agreement with various entities which own limited partner interests in the Partnership and interests in the General Partner and which are 100% owned by members of the Slifka family (the “Slifka Entities Services Agreement”), pursuant to which the Partnership provides certain tax, accounting, treasury, and legal support services and such Slifka entities pay the Partnership an annual services fee of $20,000 , and which Slifka Entities Services Agreement has been approved by the Conflicts Committee of the board of directors of the General Partner. The Slifka Entities Services Agreement is for an indefinite term and any party may terminate some or all of the services upon ninety (90) days’ advance written notice. As of March 31, 2022, no such notice of termination had been given by any party to the Slifka Entities Services Agreement. The General Partner employs substantially all of the Partnership’s employees, except for most of its gasoline station and convenience store employees, who are employed by GMG. The Partnership reimburses the General Partner for expenses incurred in connection with these employees. These expenses, including bonus, payroll and payroll taxes, were $39.7 million and $31.4 million for the three months ended March 31, 2022 and 2021, respectively. The Partnership also reimburses the General Partner for its contributions under the General Partner’s 401(k) Savings and Profit Sharing Plans and the General Partner’s qualified and non-qualified pension plans. The table below presents receivables from the General Partner (in thousands): March 31, December 31, 2022 2021 Receivables from the General Partner (1) $ 2,238 $ 1,139 (1) Receivables from the General Partner reflect the Partnership’s prepayment of payroll taxes and payroll accruals to the General Partner and are due to the timing of the payroll obligations. |
Partners' Equity and Cash Distr
Partners' Equity and Cash Distributions | 3 Months Ended |
Mar. 31, 2022 | |
Partners' Equity and Cash Distributions | |
Partners' Equity and Cash Distributions | Note 12. Partners’ Equity and Cash Distributions Partners’ Equity Common Units and General Partner Interest At March 31, 2022, there were 33,995,563 common units issued, including 6,173,345 common units held by affiliates of the General Partner, including directors and executive officers, collectively representing a 99.33% limited partner interest in the Partnership, and 230,303 general partner units representing a 0.67 % general partner interest in the Partnership. There have been no changes to common units or the general partner interest during the three months ended March 31, 2022. Series A Preferred Units At March 31, 2022, there were 2,760,000 9.75% Series A Preferred Unit. There have been no changes to the Series A Preferred Units during the three months ended March 31, 2022. Series B Preferred Units At March 31, 2022, there were 3,000,000 9.50% Series B Preferred Unit. There have been no changes to the Series B Preferred Units during the three months ended March 31, 2022. Cash Distributions Common Units The Partnership intends to make cash distributions to common unitholders on a quarterly basis, although there is no assurance as to the future cash distributions since they are dependent upon future earnings, capital requirements, financial condition and other factors. The Credit Agreement prohibits the Partnership from making cash distributions if any potential default or Event of Default, as defined in the Credit Agreement, occurs or would result from the cash distribution. The indentures governing the Partnership’s outstanding senior notes also limit the Partnership’s ability to make distributions to its common unitholders in certain circumstances. Within 45 days after the end of each quarter, the Partnership will distribute all of its Available Cash (as defined in its partnership agreement) to common unitholders of record on the applicable record date. The Partnership will make distributions of Available Cash from distributable cash flow for any quarter in the following manner: 99.33% to the common unitholders, pro rata, and 0.67% to the General Partner, until the Partnership distributes for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter; and thereafter, cash in excess of the minimum quarterly distribution is distributed to the common unitholders and the General Partner based on the percentages as provided below. As holder of the IDRs, the General Partner is entitled to incentive distributions if the amount that the Partnership distributes with respect to any quarter exceeds specified target levels shown below: Marginal Percentage Total Quarterly Distribution Interest in Distributions Target Amount Unitholders General Partner First Target Distribution up to $0.4625 99.33 % 0.67 % Second Target Distribution above $0.4625 up to $0.5375 86.33 % 13.67 % Third Target Distribution above $0.5375 up to $0.6625 76.33 % 23.67 % Thereafter above $0.6625 51.33 % 48.67 % The Partnership paid the following cash distribution to common unitholders during 2022 (in thousands, except per unit data): For the Per Unit Cash Distribution Quarter Cash Common General Incentive Total Cash Payment Date Ended Distribution Units Partner Distribution Distribution 2/14/2022 (1) 12/31/21 $ 0.5850 $ 19,887 $ 141 $ 871 $ 20,899 (1) This distribution resulted in the Partnership reaching its third target level distribution for this quarter. As a result, the General Partner, as the holder of the IDRs, received an incentive distribution. In addition, on April 26, 2022, the board of directors of the General Partner declared a quarterly cash distribution of $0.5950 per unit ($2.38 per unit on an annualized basis) on all of its outstanding common units for the period from January 1, 2022 through March 31, 2022. On May 13, 2022, the Partnership will pay this cash distribution to its common unitholders of record as of the close of business on May 9, 2022. Preferred Units Distributions on the Series A Preferred Units are cumulative from August 7, 2018, the original issue date of the Series A Preferred Units, and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, a “Series A Distribution Payment Date”), commencing on November 15, 2018, to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next preceding the Series A Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose. Distributions on the Series A Preferred Units will be paid out of Available Cash with respect to the quarter immediately preceding the applicable Series A Distribution Payment Date. Distributions on the Series B Preferred Units are cumulative from March 24, 2021, the original issue date of the Series B Preferred Units, and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, a “Series B Distribution Payment Date”), commencing on May 15, 2021, to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next preceding the Series B Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose. Distributions on the Series B Preferred Units will be paid out of Available Cash with respect to the quarter immediately preceding the applicable Series B Distribution Payment Date. The Partnership paid the following cash distributions on the Series A Preferred Units and the Series B Preferred Units during 2022 (in thousands, except per unit data): Series A Preferred Units Series B Preferred Units For the Per Unit Per Unit Cash Distribution Quarterly Period Cash Total Cash Cash Total Cash Payment Date Covering Distribution Distribution Distribution Distribution 2/15/2022 11/15/21 - 2/14/22 $ 0.609375 $ 1,682 $ 0.59375 $ 1,781 In addition, on April 18, 2022, the board of directors (“the Board”) of the General Partner declared a quarterly cash distribution of $0.609375 per unit ($2.4375 per unit on an annualized basis) on the Series A Preferred Units for the period from February 15, 2022 through May 14, 2022. This distribution will be payable on May The Board also declared a quarterly cash distribution of $0.59375 per unit ($2.375 per unit on an annualized basis) on the Series B Preferred Units for the period from February 15, 2022 through May 14, 2022. This distribution will be payable on May |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting | |
Segment Reporting | Note 13. Segment Reporting Summarized financial information for the Partnership’s reportable segments is presented in the table below (in thousands): Three Months Ended March 31, 2022 2021 Wholesale Segment: Sales Gasoline and gasoline blendstocks $ 1,420,226 $ 819,398 Other oils and related products (1) 1,356,003 715,169 Crude oil (2) 1,474 16,918 Total $ 2,777,703 $ 1,551,485 Product margin Gasoline and gasoline blendstocks $ (2,285) $ 16,405 Other oils and related products (1) 53,122 18,615 Crude oil (2) (3,749) (4,527) Total $ 47,088 $ 30,493 Gasoline Distribution and Station Operations Segment: Sales Gasoline $ 1,276,961 $ 756,008 Station operations (3) 115,892 100,164 Total $ 1,392,853 $ 856,172 Product margin Gasoline $ 114,886 $ 80,252 Station operations (3) 58,097 50,157 Total $ 172,983 $ 130,409 Commercial Segment: Sales $ 329,982 $ 145,670 Product margin $ 8,141 $ 4,190 Combined sales and Product margin: Sales $ 4,500,538 $ 2,553,327 Product margin (4) $ 228,212 $ 165,092 Depreciation allocated to cost of sales (21,974) (20,060) Combined gross profit $ 206,238 $ 145,032 (1) Other oils and related products primarily consist of distillates and residual oil. (2) Crude oil consists of the Partnership’s crude oil sales and revenue from its logistics activities. (3) Station operations consist of convenience store and prepared food sales, rental income and sundries. (4) Product margin is a non-GAAP financial measure used by management and external users of the Partnership’s consolidated financial statements to assess its business. The table above includes a reconciliation of product margin on a combined basis to gross profit, a directly comparable GAAP measure. Approximately 101 million gallons and 100 million gallons of the GDSO segment’s sales for the three months ended March 31, 2022 and 2021, respectively, were supplied from petroleum products and renewable fuels sourced by the Wholesale segment. The Commercial segment’s sales were predominantly sourced by the Wholesale segment. These intra-segment sales are not reflected as sales in the Wholesale segment as they are eliminated. A reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements is as follows (in thousands): Three Months Ended March 31, 2022 2021 Combined gross profit $ 206,238 $ 145,032 Operating costs and expenses not allocated to operating segments: Selling, general and administrative expenses 56,281 46,324 Operating expenses 99,233 80,528 Amortization expense 2,499 2,723 Net gain on sale and disposition of assets (4,911) (475) Total operating costs and expenses 153,102 129,100 Operating income 53,136 15,932 Interest expense (21,474) (20,359) Income tax (expense) benefit (1,177) 130 Net income (loss) $ 30,485 $ (4,297) The Partnership’s foreign assets and foreign sales were immaterial as of and for the three months ended March 31, 2022 and 2021. Segment Assets The Partnership’s terminal assets are allocated to the Wholesale and Commercial segments, and its retail gasoline stations are allocated to the GDSO segment. Due to the commingled nature and uses of the remainder of the Partnership’s assets, it is not reasonably possible for the Partnership to allocate these assets among its reportable segments. The table below presents total assets by reportable segment at March 31, 2022 and December 31, 2021 (in thousands): Wholesale Commercial GDSO Unallocated Total March 31, 2022 $ 729,831 $ — $ 1,871,058 $ 552,183 $ 3,153,072 December 31, 2021 $ 739,523 $ — $ 1,655,475 $ 436,167 $ 2,831,165 |
Net Income Per Common Limited P
Net Income Per Common Limited Partner Unit | 3 Months Ended |
Mar. 31, 2022 | |
Net Income Per Common Limited Partner Unit. | |
Net Income Per Common Limited Partner Unit | Note 14. Net Income Per Common Limited Partner Unit Under the Partnership’s partnership agreement, for any quarterly period, the incentive distribution rights (“IDRs”) participate in net income only to the extent of the amount of cash distributions actually declared, thereby excluding the IDRs from participating in the Partnership’s undistributed net income or losses. Accordingly, the Partnership’s undistributed net income or losses is assumed to be allocated to the common unitholders and to the General Partner’s general partner interest. Common units outstanding as reported in the accompanying consolidated financial statements at both March 31, 2022 and December 31, 2021 excludes 42,336 common units held on behalf of the Partnership pursuant to its repurchase program. These units are not deemed outstanding for purposes of calculating net income per common limited partner unit (basic and diluted). For all periods presented below, the Partnership’s preferred units are not potentially dilutive securities based on the nature of the conversion feature. The following table provides a reconciliation of net income (loss) and the assumed allocation of net income (loss) to the common limited partners (after deducting amounts allocated to preferred unitholders) for purposes of computing net income (loss) per common limited partner unit for the periods presented (in thousands, except per unit data): Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Common General Common General Limited Partner Limited Partner Numerator: Total Partners Interest IDRs Total Partners Interest IDRs Net income (loss) $ 30,485 $ 29,308 $ 1,177 $ — $ (4,297) $ (5,036) $ 739 $ — Declared distribution $ 21,344 $ 20,227 $ 144 $ 973 $ 20,453 $ 19,547 $ 138 $ 768 Assumed allocation of undistributed net income (loss) 9,141 9,081 60 — (24,750) (24,583) (167) — Assumed allocation of net income (loss) $ 30,485 $ 29,308 $ 204 $ 973 $ (4,297) $ (5,036) $ (29) $ 768 Less: Preferred limited partner interest in net income 3,463 1,820 Net income (loss) attributable to common limited partners $ 25,845 $ (6,856) Denominator: Basic weighted average common units outstanding 33,953 33,967 Dilutive effect of phantom units 132 329 Diluted weighted average common units outstanding 34,085 34,296 Basic net income (loss) per common limited partner unit $ 0.76 $ (0.20) Diluted net income (loss) per common limited partner unit $ 0.76 $ (0.20) The board of directors of the General Partner declared the following quarterly cash distribution on its common units: Per Unit Cash Distribution Declared for the Cash Distribution Declaration Date Distribution Declared Quarterly Period Ended April 26, 2022 $ 0.5950 March 31, 2022 The board of directors of the General Partner declared the following quarterly cash distributions on the Series B Series A Preferred Units Series B Preferred Units Per Unit Cash Per Unit Cash Distribution Declared for the Cash Distribution Declaration Date Distribution Declared Distribution Declared Quarterly Period Covering April 18, 2022 $ 0.609375 $ 0.593750 February 15, 2022 - May 14, 2022 See Note 12, “Partners’ Equity and Cash Distributions” for further information. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2022 | |
Changes in Accumulated Other Comprehensive Loss | |
Changes in Accumulated Other Comprehensive Loss | Note 15. Changes in Accumulated Other Comprehensive Loss The following table presents the changes in accumulated other comprehensive income by component for the periods presented (in thousands): Pension Three Months Ended March 31, 2022 Plan Balance at December 31, 2021 $ (1,902) Other comprehensive loss (1,271) Amount of (income) loss reclassified from accumulated other comprehensive income (loss) (236) Total comprehensive loss (1,507) Balance at March 31, 2022 $ (3,409) Amounts are presented prior to the income tax effect on other comprehensive income. Given the Partnership’s partnership status for federal income tax purposes, the effective tax rate is immaterial. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2022 | |
Legal Proceedings | |
Legal Proceedings | Note 16. Legal Proceedings General Although the Partnership may, from time to time, be involved in litigation and claims arising out of its operations in the normal course of business, the Partnership does not believe that it is a party to any litigation that will have a material adverse impact on its financial condition or results of operations. Except as described below and in Note 10 included herein, the Partnership is not aware of any significant legal or governmental proceedings against it or contemplated to be brought against it. The Partnership maintains insurance policies with insurers in amounts and with coverage and deductibles as its general partner believes are reasonable and prudent. However, the Partnership can provide no assurance that this insurance will be adequate to protect it from all material expenses related to potential future claims or that these levels of insurance will be available in the future at economically acceptable prices. Other In January 2022, the Partnership was served with a complaint filed in the Middlesex County Superior Court of the Commonwealth of Massachusetts against the Partnership and its wholly owned subsidiaries, Global Companies LLC (“Global Companies”) and Alliance Energy LLC (“Alliance”), alleging, among other things, that a plaintiff truck driver, while (1) loading gasoline and diesel fuel at terminals owned and operated by the Partnership located in Albany, New York and Revere, Massachusetts and (2) unloading gasoline and diesel fuel at gasoline stations owned and/or operated by the Partnership throughout New York, Massachusetts and New Hampshire, contracted aplastic anemia as a result of exposure to benzene-containing products and/or vapors therefrom. The Partnership, Global Companies and Alliance have meritorious defenses to the allegations in the complaint and will vigorously contest the actions taken by the plaintiff. In October 2020, the Partnership was served with a complaint filed against the Partnership and its wholly owned subsidiary, Global Companies alleging, among other things, wrongful death and loss of consortium. The complaint, filed in the Middlesex County Superior Court of the Commonwealth of Massachusetts, alleges, among other things, that a truck driver (whose estate is a co-plaintiff), while loading gasoline and diesel fuel at terminals owned and operated by the Partnership located in Albany, New York and Burlington, Vermont, was exposed to benzene-containing products and/or vapors therefrom. The Partnership and Global Companies have meritorious defenses to the allegations in the complaint and will vigorously contest the actions taken by the plaintiffs. On August 2, 2016, the Partnership received a Notice of Violation (“NOV”) from the Environmental Protection Agency’s (“EPA”), alleging that permits for the Partnership’s petroleum product transloading facility in Albany, New York (the “Albany Terminal”), issued by the New York State Department of Environmental Conservation (“NYSDEC”) between August 9, 2011 and November 7, 2012, violated the Clean Air Act (the “CAA”) and the federally enforceable New York State Implementation Plan (“SIP”) by increasing throughput of crude oil at the Albany Terminal without complying with the New Source Review (“NSR”) requirements of the SIP. The Partnership denied the allegations and the NYSDEC did not issue any such NOV. The Albany Terminal is a 63 -acre licensed, permitted and operational stationary bulk petroleum storage and transfer terminal that currently consists of petroleum product storage tanks, along with truck, rail and marine loading facilities, for the storage, blending and distribution of various petroleum and related products, including gasoline, ethanol, distillates, heating and crude oils. The applicable permits issued by the NYSDEC to the Partnership in 2011 and 2012 specifically authorized the Partnership to increase the throughput of crude oil at the Albany Terminal. According to the allegations in the NOV, the NYSDEC permit actions should have been treated as a major modification under the NSR program, requiring additional emission control measures and compliance with other NSR requirements. The NYSDEC has not alleged that the Partnership’s permits were subject to the NSR program and the NYSDEC never issued an NOV in the matter. The CAA authorizes the EPA to take enforcement action if there are violations of the New York SIP seeking compliance and penalties. The Partnership has denied the NOV allegations and asserts that the permits issued by the NYSDEC comply with the CAA and applicable state air permitting requirements and that no material violation of law occurred. The Partnership disputed the claims alleged in the NOV and first responded to the EPA in September 2016. The Partnership met with the EPA and provided additional information at the agency’s request. On December 16, 2016, the EPA proposed a Settlement Agreement in a letter to the Partnership relating to the allegations in the NOV. On January 17, 2017, the Partnership responded to the EPA indicating that the EPA had failed to explain or provide support for its allegations and that the EPA needed to better explain its positions and the evidence on which it was relying. The EPA did not respond with such evidence, but instead has requested that the Partnership enter into a series of tolling agreements. The Partnership signed the tolling agreements with respect to this matter, as requested by the EPA, and such agreements currently extend through June 30, 2022. To date, the EPA has not taken any further formal action with respect to the NOV. By letter dated January 25, 2017, the Partnership received a notice of intent to sue (the “2017 NOI”) from Earthjustice related to alleged violations of the CAA; specifically alleging that the Partnership was operating the Albany Terminal without a valid CAA Title V Permit. On February 9, 2017, the Partnership responded to Earthjustice advising that the 2017 NOI was without factual or legal merit and that the Partnership would move to dismiss any action commenced by Earthjustice. No action was taken by either the EPA or the NYSDEC with regard to the Earthjustice allegations. At this time, there has been no further action taken by Earthjustice. Neither the EPA nor the NYSDEC has followed up on the 2017 NOI. The Albany Terminal is currently operating pursuant to its Title V Permit, which has been extended in accordance with the State Administrative Procedures Act. Additionally, the Partnership has submitted a Title V Permit renewal and a request for modifications to its existing Title V Permit. The Partnership believes that it has meritorious defenses against all allegations. The Partnership received letters from the EPA dated November 2, 2011 and March 29, 2012, containing requirements and testing orders (collectively, the “Requests for Information”) for information under the CAA. The Requests for Information were part of an EPA investigation to determine whether the Partnership has violated sections of the CAA at certain of its terminal locations in New England with respect to residual oil and asphalt. On June 6, 2014, a NOV was received from the EPA, alleging certain violations of its Air Emissions License issued by the Maine Department of Environmental Protection, based upon the test results at the South Portland, Maine terminal. The Partnership met with and provided additional information to the EPA with respect to the alleged violations. On April 7, 2015, the EPA issued a Supplemental Notice of Violation modifying the allegations of violations of the terminal’s Air Emissions License. The Partnership has entered into a consent decree (the “Consent Decree”) with the EPA and the United States Department of Justice (the “Department of Justice”), which was filed in the U.S. District Court for the District of Maine (the “Court”) on March 25, 2019. The Consent Decree was entered by the Court on December 19, 2019. The Partnership believes that compliance with the Consent Decree and implementation of the requirements of the Consent Decree will have no material impact on its operations. |
New Accounting Standards
New Accounting Standards | 3 Months Ended |
Mar. 31, 2022 | |
New Accounting Standards | |
New Accounting Standards | Note 17. New Accounting Standards There have been no recently issued accounting standards that are expected to have a material impact on the Partnership’s consolidated financial statements. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 18. Subsequent Events Distribution to Common Unitholders 31, 2022. On May 13, 2022, the Partnership will pay this cash distribution to its common unitholders of record as of the close of business on May 9, 2022. Distribution to Series A Preferred Unitholders 14, 2022. This distribution will Distribution to Series B Preferred Unitholders 14, 2022. This distribution will |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Consolidation | The financial results of Miller Oil and Consumers Petroleum since the respective acquisition date are included in the accompanying statement of operations for the three months ended March 31, 2022. The accompanying consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021 reflect the accounts of the Partnership. Upon consolidation, all intercompany balances and transactions have been eliminated. |
Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial condition and operating results for the interim periods. The interim financial information, which has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 and notes thereto contained in the Partnership’s Annual Report on Form 10-K. The significant accounting policies described in Note 2, “Summary of Significant Accounting Policies,” of such Annual Report on Form 10-K are the same used in preparing the accompanying consolidated financial statements. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results of operations that will be realized for the entire year ending December 31, 2022. The consolidated balance sheet at December 31, 2021 has been derived from the audited consolidated financial statements included in the Partnership’s Annual Report on Form |
Concentration of Risk | Concentration of Risk Due to the nature of the Partnership’s businesses and its reliance, in part, on consumer travel and spending patterns, the Partnership may experience more demand for gasoline during the late spring and summer months than during the fall and winter months. Travel and recreational activities are typically higher in these months in the geographic areas in which the Partnership operates, increasing the demand for gasoline. Therefore, the Partnership’s volumes in gasoline are typically higher in the second and third quarters of the calendar year. However, the COVID-19 pandemic has had a negative impact on gasoline demand and the extent and duration of that impact remains uncertain. As demand for some of the Partnership’s refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally greater during the winter months, heating oil and residual oil volumes are generally higher during the first and fourth quarters of the calendar year. These factors may result in fluctuations in the Partnership’s quarterly operating results. The following table presents the Partnership’s product sales and other revenues as a percentage of the consolidated sales for the periods presented: Three Months Ended March 31, 2022 2021 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) 60 % 62 % Distillates (home heating oil, diesel and kerosene) and residual oil sales 37 % 33 % Crude oil sales and crude oil logistics revenue — % 1 % Convenience store and prepared food sales, rental income and sundries 3 % 4 % Total 100 % 100 % The following table presents the Partnership’s product margin by segment as a percentage of the consolidated product margin for the periods presented: Three Months Ended March 31, 2022 2021 Wholesale segment 21 % 18 % Gasoline Distribution and Station Operations segment 76 % 79 % Commercial segment 3 % 3 % Total 100 % 100 % See Note 13, “Segment Reporting,” for additional information on the Partnership’s operating segments. None of the Partnership’s customers accounted for greater than 10% of total sales for the three months ended March 31, 2022 and 2021. |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Sales Revenue | |
Concentration Risk [Line Items] | |
Schedule of revenues and product margin as a percentage of the consolidated total | Three Months Ended March 31, 2022 2021 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) 60 % 62 % Distillates (home heating oil, diesel and kerosene) and residual oil sales 37 % 33 % Crude oil sales and crude oil logistics revenue — % 1 % Convenience store and prepared food sales, rental income and sundries 3 % 4 % Total 100 % 100 % |
Product Margin | |
Concentration Risk [Line Items] | |
Schedule of revenues and product margin as a percentage of the consolidated total | Three Months Ended March 31, 2022 2021 Wholesale segment 21 % 18 % Gasoline Distribution and Station Operations segment 76 % 79 % Commercial segment 3 % 3 % Total 100 % 100 % |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Miller Oil | |
Acquisitions | |
Schedule of allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed | Assets purchased: Inventory $ 2,317 Property and equipment 37,530 Right of use assets 5,139 Intangibles 5,555 Total identifiable assets purchased 50,541 Liabilities assumed: Accrued expenses and other current liabilities (851) Environmental liabilities (4,596) Lease liability (5,969) Other non-current liabilities (406) Total liabilities assumed (11,822) Net identifiable assets acquired 38,719 Goodwill 21,448 Net assets acquired $ 60,167 |
Consumers Petroleum | |
Acquisitions | |
Schedule of allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed | Assets purchased: Inventory $ 2,475 Property and equipment 88,288 Right of use assets 4,482 Intangibles 4,136 Other non-current assets 182 Total identifiable assets purchased 99,563 Liabilities assumed: Environmental liabilities (7,256) Lease liability (2,372) Other non-current liabilities (329) Total liabilities assumed (9,957) Net identifiable assets acquired 89,606 Goodwill 65,121 Net assets acquired $ 154,727 |
Revenue from Contract Custome_2
Revenue from Contract Customers (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract Customers | |
Schedule of disaggregation of revenue of contracts with customers by segment | Three Months Ended March 31, 2022 Revenue from contracts with customers: Wholesale GDSO Commercial Total Refined petroleum products, renewable fuels and crude oil $ 1,011,786 $ 1,276,961 $ 222,573 $ 2,511,320 Station operations — 96,566 — 96,566 Total revenue from contracts with customers 1,011,786 1,373,527 222,573 2,607,886 Other sales: Revenue originating as physical forward contracts and exchanges 1,765,004 — 107,409 1,872,413 Revenue from leases 913 19,326 — 20,239 Total other sales 1,765,917 19,326 107,409 1,892,652 Total sales $ 2,777,703 $ 1,392,853 $ 329,982 $ 4,500,538 Three Months Ended March 31, 2021 Revenue from contracts with customers: Wholesale GDSO Commercial Total Refined petroleum products, renewable fuels and crude oil $ 684,014 $ 756,008 $ 18,784 $ 1,458,806 Station operations — 81,848 — 81,848 Total revenue from contracts with customers 684,014 837,856 18,784 1,540,654 Other sales: Revenue originating as physical forward contracts and exchanges 866,904 — 126,886 993,790 Revenue from leases 567 18,316 — 18,883 Total other sales 867,471 18,316 126,886 1,012,673 Total sales $ 1,551,485 $ 856,172 $ 145,670 $ 2,553,327 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventories | |
Schedule of inventories | March 31, December 31, 2022 2021 Distillates: home heating oil, diesel and kerosene $ 134,882 $ 244,067 Gasoline 202,582 123,824 Gasoline blendstocks 96,331 50,599 Crude oil 3,252 3,678 Residual oil 41,357 60,286 Renewable identification numbers (RINs) 6,462 4,218 Convenience store inventory 27,039 22,845 Total $ 511,905 $ 509,517 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill.. | |
Schedule of changes in goodwill by segment | Balance at December 31, 2021 $ 328,135 Acquisition of Miller Oil (1) 21,448 Acquisition of Consumers Petroleum (1) 65,121 Dispositions (2) (5,280) Balance at March 31, 2022 $ 409,424 (1) See Note 2 for information on the Partnership’s business combinations. (2) Dispositions represent derecognition of goodwill associated with the sale and disposition of certain assets. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property and Equipment | |
Schedule of components of property and equipment | March 31, December 31, 2022 2021 Buildings and improvements $ 1,393,464 $ 1,327,002 Land 516,278 457,260 Fixtures and equipment 39,232 38,646 Idle plant assets 30,500 30,500 Construction in process 50,591 52,716 Capitalized internal use software 32,740 32,740 Total property and equipment 2,062,805 1,938,864 Less accumulated depreciation 859,938 839,516 Total $ 1,202,867 $ 1,099,348 |
Debt and Financing Obligations
Debt and Financing Obligations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt and Financing Obligations | |
Schedule of total borrowings and availability under the Credit Agreement | March 31, December 31, 2022 2021 Total available commitments $ 1,550.0 $ 1,350.0 Working capital revolving credit facility—current portion 178.6 204.7 Working capital revolving credit facility—less current portion 200.0 150.0 Revolving credit facility 228.0 43.4 Total borrowings outstanding 606.6 398.1 Less outstanding letters of credit 209.0 156.0 Total remaining availability for borrowings and letters of credit (1) $ 734.4 $ 795.9 (1) Subject to borrowing base limitations. |
Schedule of cash flow supplemental information | Three Months Ended March 31, 2022 2021 Borrowings from working capital revolving credit facility $ 669,100 $ 533,500 Payments on working capital revolving credit facility (645,200) (365,500) Net borrowings from working capital revolving credit facility $ 23,900 $ 168,000 Borrowings from revolving credit facility $ 384,000 $ — Payments on revolving credit facility (199,400) (88,600) Net borrowings from (payments on) revolving credit facility $ 184,600 $ (88,600) |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Financial Instruments | |
Schedule of notional values of derivative instruments | Units (1) Unit of Measure Exchange-Traded Derivatives Long 86,098 Thousands of barrels Short (89,269) Thousands of barrels OTC Derivatives (Petroleum/Ethanol) Long 3,793 Thousands of barrels Short (3,954) Thousands of barrels (1) Number of open positions and gross notional values do not measure the Partnership’s risk of loss, quantify risk or represent assets or liabilities of the Partnership, but rather indicate the relative size of the derivative instruments and are used in the calculation of the amounts to be exchanged between counterparties upon settlements. |
Schedule of net gains and losses from derivatives recognized in consolidated statements of operations | Statement of Gain (Loss) Three Months Ended Recognized in Income on March 31, Derivatives 2022 2021 Derivatives in fair value hedging relationship Exchange-traded futures contracts and OTC derivative contracts for petroleum commodity products Cost of sales $ (10,804) $ (5,494) Hedged items in fair value hedge relationship Physical inventory Cost of sales $ 21,771 $ 3,500 |
Schedule of the amount of gains and losses from derivatives not involved in a fair value hedging relationship or in a hedging relationship recognized in the consolidated statements of income | Statement of Gain (Loss) Three Months Ended Derivatives not designated as Recognized in March 31, hedging instruments Income on Derivatives 2022 2021 Commodity contracts Cost of sales $ 5,748 $ 4,908 |
Schedule of fair values of derivative instruments and location in consolidated balance sheets | March 31, 2022 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ 10,369 $ 159,068 $ 169,437 Forward derivative contracts (1) Derivative assets — 17,828 17,828 Total asset derivatives $ 10,369 $ 176,896 $ 187,265 Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ — $ (263,937) $ (263,937) Forward derivative contracts (1) Derivative liabilities — (52,008) (52,008) Total liability derivatives $ — $ (315,945) $ (315,945) December 31, 2021 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ 1,476 $ 106,629 $ 108,105 Forward derivative contracts (1) Derivative assets — 11,652 11,652 Total asset derivatives $ 1,476 $ 118,281 $ 119,757 Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ (9,201) $ (72,993) $ (82,194) Forward derivative contracts (1) Derivative liabilities — (31,654) (31,654) Total liability derivatives $ (9,201) $ (104,647) $ (113,848) (1) Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Schedule of financial assets and financial liabilities measured at fair value on a recurring basis | Fair Value at March 31, 2022 Cash Collateral Level 1 Level 2 Netting Total Assets: Forward derivative contracts (1) $ — $ 17,828 $ — $ 17,828 Exchange-traded/cleared derivative instruments (2) (94,500) — 148,063 53,563 Pension plans 20,816 — — 20,816 Total assets $ (73,684) $ 17,828 $ 148,063 $ 92,207 Liabilities: Forward derivative contracts (1) $ — $ (52,008) $ — $ (52,008) Fair Value at December 31, 2021 Cash Collateral Level 1 Level 2 Netting Total Assets: Forward derivative contracts (1) $ — $ 11,652 $ — $ 11,652 Exchange-traded/cleared derivative instruments (2) 25,911 — 7,747 33,658 Pension plans 22,703 — — 22,703 Total assets $ 48,614 $ 11,652 $ 7,747 $ 68,013 Liabilities: Forward derivative contracts (1) $ — $ (31,654) $ — $ (31,654) (1) Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps. (2) Amount includes the effect of cash balances on deposit with clearing brokers. |
Carrying value and fair value of the Partnership's senior notes | March 31, 2022 December 31, 2021 Face Fair Face Fair Value Value Value Value 7.00% senior notes due 2027 $ 400,000 $ 399,000 $ 400,000 $ 412,000 6.875% senior notes due 2029 $ 350,000 $ 344,750 $ 350,000 $ 358,750 |
Environmental Liabilities (Tabl
Environmental Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Environmental Liabilities. | |
Summary roll forward of the environmental liabilities | Balance at Other Balance at December 31, Additions Payments Dispositions Adjustments March 31, Environmental Liability Related to: 2021 2022 2022 2022 2022 2022 Retail gasoline stations $ 49,261 $ 11,851 $ (558) $ (319) $ 798 $ 61,033 Terminals 3,544 — (22) — — 3,522 Total environmental liabilities $ 52,805 $ 11,851 $ (580) $ (319) $ 798 $ 64,555 Current portion $ 4,642 $ 4,642 Long-term portion 48,163 59,913 Total environmental liabilities $ 52,805 $ 64,555 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Schedule of receivables from related parties | March 31, December 31, 2022 2021 Receivables from the General Partner (1) $ 2,238 $ 1,139 (1) Receivables from the General Partner reflect the Partnership’s prepayment of payroll taxes and payroll accruals to the General Partner and are due to the timing of the payroll obligations. |
Partners' Equity and Cash Dis_2
Partners' Equity and Cash Distributions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of quarterly cash distributions to the unitholders and the General Partner based on target levels | Marginal Percentage Total Quarterly Distribution Interest in Distributions Target Amount Unitholders General Partner First Target Distribution up to $0.4625 99.33 % 0.67 % Second Target Distribution above $0.4625 up to $0.5375 86.33 % 13.67 % Third Target Distribution above $0.5375 up to $0.6625 76.33 % 23.67 % Thereafter above $0.6625 51.33 % 48.67 % |
Common Limited Partners | |
Schedule of cash distributions made by the Partnership | For the Per Unit Cash Distribution Quarter Cash Common General Incentive Total Cash Payment Date Ended Distribution Units Partner Distribution Distribution 2/14/2022 (1) 12/31/21 $ 0.5850 $ 19,887 $ 141 $ 871 $ 20,899 (1) This distribution resulted in the Partnership reaching its third target level distribution for this quarter. As a result, the General Partner, as the holder of the IDRs, received an incentive distribution. |
Series A and Series B Preferred Units | |
Schedule of cash distributions made by the Partnership | Series A Preferred Units Series B Preferred Units For the Per Unit Per Unit Cash Distribution Quarterly Period Cash Total Cash Cash Total Cash Payment Date Covering Distribution Distribution Distribution Distribution 2/15/2022 11/15/21 - 2/14/22 $ 0.609375 $ 1,682 $ 0.59375 $ 1,781 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting | |
Summary of financial information for the reportable segments | Three Months Ended March 31, 2022 2021 Wholesale Segment: Sales Gasoline and gasoline blendstocks $ 1,420,226 $ 819,398 Other oils and related products (1) 1,356,003 715,169 Crude oil (2) 1,474 16,918 Total $ 2,777,703 $ 1,551,485 Product margin Gasoline and gasoline blendstocks $ (2,285) $ 16,405 Other oils and related products (1) 53,122 18,615 Crude oil (2) (3,749) (4,527) Total $ 47,088 $ 30,493 Gasoline Distribution and Station Operations Segment: Sales Gasoline $ 1,276,961 $ 756,008 Station operations (3) 115,892 100,164 Total $ 1,392,853 $ 856,172 Product margin Gasoline $ 114,886 $ 80,252 Station operations (3) 58,097 50,157 Total $ 172,983 $ 130,409 Commercial Segment: Sales $ 329,982 $ 145,670 Product margin $ 8,141 $ 4,190 Combined sales and Product margin: Sales $ 4,500,538 $ 2,553,327 Product margin (4) $ 228,212 $ 165,092 Depreciation allocated to cost of sales (21,974) (20,060) Combined gross profit $ 206,238 $ 145,032 (1) Other oils and related products primarily consist of distillates and residual oil. (2) Crude oil consists of the Partnership’s crude oil sales and revenue from its logistics activities. (3) Station operations consist of convenience store and prepared food sales, rental income and sundries. (4) Product margin is a non-GAAP financial measure used by management and external users of the Partnership’s consolidated financial statements to assess its business. The table above includes a reconciliation of product margin on a combined basis to gross profit, a directly comparable GAAP measure. |
Schedule of reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements | Three Months Ended March 31, 2022 2021 Combined gross profit $ 206,238 $ 145,032 Operating costs and expenses not allocated to operating segments: Selling, general and administrative expenses 56,281 46,324 Operating expenses 99,233 80,528 Amortization expense 2,499 2,723 Net gain on sale and disposition of assets (4,911) (475) Total operating costs and expenses 153,102 129,100 Operating income 53,136 15,932 Interest expense (21,474) (20,359) Income tax (expense) benefit (1,177) 130 Net income (loss) $ 30,485 $ (4,297) |
Schedule of total assets by reportable segment | Wholesale Commercial GDSO Unallocated Total March 31, 2022 $ 729,831 $ — $ 1,871,058 $ 552,183 $ 3,153,072 December 31, 2021 $ 739,523 $ — $ 1,655,475 $ 436,167 $ 2,831,165 |
Net Income Per Common Limited_2
Net Income Per Common Limited Partner Unit (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of reconciliation of net income and the assumed allocation of net income (loss) to the limited partners' interest for purposes of computing net income per limited partner unit | The following table provides a reconciliation of net income (loss) and the assumed allocation of net income (loss) to the common limited partners (after deducting amounts allocated to preferred unitholders) for purposes of computing net income (loss) per common limited partner unit for the periods presented (in thousands, except per unit data): Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Common General Common General Limited Partner Limited Partner Numerator: Total Partners Interest IDRs Total Partners Interest IDRs Net income (loss) $ 30,485 $ 29,308 $ 1,177 $ — $ (4,297) $ (5,036) $ 739 $ — Declared distribution $ 21,344 $ 20,227 $ 144 $ 973 $ 20,453 $ 19,547 $ 138 $ 768 Assumed allocation of undistributed net income (loss) 9,141 9,081 60 — (24,750) (24,583) (167) — Assumed allocation of net income (loss) $ 30,485 $ 29,308 $ 204 $ 973 $ (4,297) $ (5,036) $ (29) $ 768 Less: Preferred limited partner interest in net income 3,463 1,820 Net income (loss) attributable to common limited partners $ 25,845 $ (6,856) Denominator: Basic weighted average common units outstanding 33,953 33,967 Dilutive effect of phantom units 132 329 Diluted weighted average common units outstanding 34,085 34,296 Basic net income (loss) per common limited partner unit $ 0.76 $ (0.20) Diluted net income (loss) per common limited partner unit $ 0.76 $ (0.20) |
Common Limited Partners | |
Schedule of quarterly cash distributions on common units | Per Unit Cash Distribution Declared for the Cash Distribution Declaration Date Distribution Declared Quarterly Period Ended April 26, 2022 $ 0.5950 March 31, 2022 |
Series A and Series B Preferred Units | |
Schedule of quarterly cash distributions on common units | Series A Preferred Units Series B Preferred Units Per Unit Cash Per Unit Cash Distribution Declared for the Cash Distribution Declaration Date Distribution Declared Distribution Declared Quarterly Period Covering April 18, 2022 $ 0.609375 $ 0.593750 February 15, 2022 - May 14, 2022 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Changes in Accumulated Other Comprehensive Loss | |
Schedule of changes in accumulated other comprehensive income | The following table presents the changes in accumulated other comprehensive income by component for the periods presented (in thousands): Pension Three Months Ended March 31, 2022 Plan Balance at December 31, 2021 $ (1,902) Other comprehensive loss (1,271) Amount of (income) loss reclassified from accumulated other comprehensive income (loss) (236) Total comprehensive loss (1,507) Balance at March 31, 2022 $ (3,409) |
Organization and Basis of Pre_4
Organization and Basis of Presentation (Details) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022USD ($)storeitemshares | Mar. 09, 2022USD ($) | Mar. 08, 2022USD ($) | Dec. 31, 2021USD ($)shares | |
Organization | ||||
Number of owned, leased and/or supplied gasoline stations | item | 1,689 | |||
Number of Convenience Stores | store | 342 | |||
Total available commitments | $ | $ 1,550 | $ 1,350 | ||
Credit Agreement | ||||
Organization | ||||
Total available commitments | $ | $ 1,550 | $ 1,550 | $ 1,350 | |
Global Partners LP | Affiliates of general partner | ||||
Organization | ||||
Limited partner ownership interest (as a percent) | 18.20% | |||
Common Limited Partners | ||||
Organization | ||||
Number of units held | 33,953,227 | 33,953,227 | ||
Common Limited Partners | Affiliates of general partner | ||||
Organization | ||||
Number of units held | 6,173,345 | |||
Common Unitholders | Global Partners LP | ||||
Organization | ||||
Limited partner ownership interest (as a percent) | 99.33% | |||
Common Unitholders | Common Limited Partners | ||||
Organization | ||||
Number of units held | 33,995,563 | |||
Common Unitholders | Common Limited Partners | Affiliates of general partner | ||||
Organization | ||||
Number of units held | 6,173,345 | |||
General Partner Interest | Global Partners LP | ||||
Organization | ||||
General partner interest (as a percent) | 0.67% |
Organization and Basis of Pre_5
Organization and Basis of Presentation - Risk, Impairment, etc. (Details) - customer | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Sales Revenue.. | Product | ||
Concentration of Risk | ||
Percentage of consolidated total | 100.00% | 100.00% |
Sales Revenue.. | Product | Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) | ||
Concentration of Risk | ||
Percentage of consolidated total | 60.00% | 62.00% |
Sales Revenue.. | Product | Distillates: home heating oil, diesel and kerosene | ||
Concentration of Risk | ||
Percentage of consolidated total | 37.00% | 33.00% |
Sales Revenue.. | Product | Crude oil sales and crude oil logistics revenue | ||
Concentration of Risk | ||
Percentage of consolidated total | 1.00% | |
Sales Revenue.. | Product | Convenience store and prepared food sales, rental income and sundries | ||
Concentration of Risk | ||
Percentage of consolidated total | 3.00% | 4.00% |
Sales Revenue.. | Customer | ||
Concentration of Risk | ||
Number of customers | 0 | 0 |
Product Margin | Customer | ||
Concentration of Risk | ||
Percentage of consolidated total | 100.00% | 100.00% |
Product Margin | Customer | Wholesale | ||
Concentration of Risk | ||
Percentage of consolidated total | 21.00% | 18.00% |
Product Margin | Customer | GDSO | ||
Concentration of Risk | ||
Percentage of consolidated total | 76.00% | 79.00% |
Product Margin | Customer | Commercial | ||
Concentration of Risk | ||
Percentage of consolidated total | 3.00% | 3.00% |
Business Combinations (Details)
Business Combinations (Details) $ in Millions | Feb. 01, 2022USD ($)sitestore | Jan. 25, 2022USD ($)storesite | Mar. 31, 2022USD ($)store |
Acquisitions | |||
Number of convenience stores | store | 342 | ||
Miller Oil | |||
Acquisitions | |||
Number of convenience stores | store | 21 | ||
Number of fuel sites owned or leased | site | 2 | ||
Number of sites under fuel supply agreements | site | 34 | ||
Purchase price | $ 60.2 | ||
Acquisition related costs incurred | $ 0.4 | ||
Miller Oil | Minimum | |||
Acquisitions | |||
Amortization Period | 3 years | ||
Miller Oil | Maximum | |||
Acquisitions | |||
Amortization Period | 8 years | ||
Consumers Petroleum | |||
Acquisitions | |||
Number of convenience stores | store | 26 | ||
Number of sites under fuel supply agreements | site | 22 | ||
Purchase price | $ 154.7 | ||
Acquisition related costs incurred | $ 0.9 | ||
Consumers Petroleum | Minimum | |||
Acquisitions | |||
Amortization Period | 4 years | ||
Consumers Petroleum | Maximum | |||
Acquisitions | |||
Amortization Period | 8 years |
Business Combinations - Recogni
Business Combinations - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Feb. 01, 2022 | Jan. 25, 2022 | Dec. 31, 2021 |
Liabilities assumed: | ||||
Goodwill | $ 409,424 | $ 328,135 | ||
Miller Oil | ||||
Assets purchased: | ||||
Inventory | $ 2,317 | |||
Property and equipment | 37,530 | |||
Right of use assets | 5,139 | |||
Intangibles | 5,555 | |||
Total identifiable assets purchased | 50,541 | |||
Liabilities assumed: | ||||
Accrued expenses and other current liabilities | (851) | |||
Environmental liabilities | (4,596) | |||
Lease liability | (5,969) | |||
Other non-current liabilities | (406) | |||
Total liabilities assumed | (11,822) | |||
Net identifiable assets acquired | 38,719 | |||
Goodwill | 21,448 | |||
Net assets acquired | $ 60,167 | |||
Consumers Petroleum | ||||
Assets purchased: | ||||
Inventory | $ 2,475 | |||
Property and equipment | 88,288 | |||
Right of use assets | 4,482 | |||
Intangibles | 4,136 | |||
Other non-current assets | 182 | |||
Total identifiable assets purchased | 99,563 | |||
Liabilities assumed: | ||||
Environmental liabilities | (7,256) | |||
Lease liability | (2,372) | |||
Other non-current liabilities | (329) | |||
Total liabilities assumed | (9,957) | |||
Net identifiable assets acquired | 89,606 | |||
Goodwill | 65,121 | |||
Net assets acquired | $ 154,727 |
Revenue from Contract Custome_3
Revenue from Contract Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | $ 2,607,886 | $ 1,540,654 |
Revenue originating as physical forward contracts and exchanges | 1,872,413 | 993,790 |
Lease revenue | 20,239 | 18,883 |
Total other sales | 1,892,652 | 1,012,673 |
Total sales | $ 4,500,538 | 2,553,327 |
Minimum | ||
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Payment terms | 2 days | |
Maximum | ||
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Payment terms | 30 days | |
Refined petroleum products, renewable fuels and crude oil | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | $ 2,511,320 | 1,458,806 |
Convenience store and prepared food sales, rental income and sundries | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 96,566 | 81,848 |
Wholesale | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 1,011,786 | 684,014 |
Revenue originating as physical forward contracts and exchanges | 1,765,004 | 866,904 |
Lease revenue | 913 | 567 |
Total other sales | 1,765,917 | 867,471 |
Total sales | 2,777,703 | 1,551,485 |
Wholesale | Refined petroleum products, renewable fuels and crude oil | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 1,011,786 | 684,014 |
GDSO | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 1,373,527 | 837,856 |
Lease revenue | 19,326 | 18,316 |
Total other sales | 19,326 | 18,316 |
Total sales | 1,392,853 | 856,172 |
GDSO | Refined petroleum products, renewable fuels and crude oil | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 1,276,961 | 756,008 |
GDSO | Convenience store and prepared food sales, rental income and sundries | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 96,566 | 81,848 |
Total sales | 115,892 | 100,164 |
Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 222,573 | 18,784 |
Revenue originating as physical forward contracts and exchanges | 107,409 | 126,886 |
Total other sales | 107,409 | 126,886 |
Total sales | 329,982 | 145,670 |
Commercial | Refined petroleum products, renewable fuels and crude oil | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | $ 222,573 | $ 18,784 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventories | ||
Inventories | $ 511,905 | $ 509,517 |
Positive exchange balances | 1,000 | 1,300 |
Negative exchange balances | 32,200 | 20,600 |
Distillates: home heating oil, diesel and kerosene | ||
Inventories | ||
Inventories | 134,882 | 244,067 |
Gasoline | ||
Inventories | ||
Inventories | 202,582 | 123,824 |
Gasoline blendstocks | ||
Inventories | ||
Inventories | 96,331 | 50,599 |
Crude Oil | ||
Inventories | ||
Inventories | 3,252 | 3,678 |
Residual Oil | ||
Inventories | ||
Inventories | 41,357 | 60,286 |
Renewable identification numbers (RINs) | ||
Inventories | ||
Inventories | 6,462 | 4,218 |
Convenience store inventory | ||
Inventories | ||
Inventories | $ 27,039 | $ 22,845 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Roll forward of the Partnership's goodwill | |
Goodwill, Beginning Balance | $ 328,135 |
Goodwill, Ending Balance | 409,424 |
GDSO | |
Roll forward of the Partnership's goodwill | |
Goodwill, Beginning Balance | 328,135 |
Dispositions | (5,280) |
Goodwill, Ending Balance | 409,424 |
GDSO | Miller Oil | |
Roll forward of the Partnership's goodwill | |
Acquisition | 21,448 |
GDSO | Consumers Petroleum | |
Roll forward of the Partnership's goodwill | |
Acquisition | $ 65,121 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property and Equipment | ||
Total property and equipment | $ 2,062,805 | $ 1,938,864 |
Less accumulated depreciation | 859,938 | 839,516 |
Total | 1,202,867 | 1,099,348 |
Long-lived assets subject to impairment | 39,100 | |
Buildings and improvements | ||
Property and Equipment | ||
Total property and equipment | 1,393,464 | 1,327,002 |
Land | ||
Property and Equipment | ||
Total property and equipment | 516,278 | 457,260 |
Fixtures and equipment | ||
Property and Equipment | ||
Total property and equipment | 39,232 | 38,646 |
Idle Plant Assets | ||
Property and Equipment | ||
Total property and equipment | 30,500 | 30,500 |
Terminal Assets | ||
Property and Equipment | ||
Assets held for sale | 26,500 | 26,300 |
Construction in process | ||
Property and Equipment | ||
Total property and equipment | 50,591 | 52,716 |
Retail Gasoline Stations | ||
Property and Equipment | ||
Assets held for sale | 0 | 6,100 |
Capitalized internal use software | ||
Property and Equipment | ||
Total property and equipment | $ 32,740 | $ 32,740 |
Debt and Financing Obligation_2
Debt and Financing Obligations - Credit Facility (Details) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2022USD ($)item | Mar. 31, 2021 | Mar. 30, 2022USD ($) | Mar. 09, 2022USD ($) | Mar. 08, 2022USD ($) | Dec. 31, 2021USD ($) | |
Debt and Financing Obligations | ||||||
Total available commitments | $ 1,550,000 | $ 1,350,000 | ||||
Working capital revolving credit facility - current portion | 178,600 | 204,700 | ||||
Working capital revolving credit facility-less current portion | 200,000 | 150,000 | ||||
Revolving credit facility | 228,000 | 43,400 | ||||
Total borrowings outstanding | 606,600 | 398,100 | ||||
Less outstanding letters of credit | 209,000 | 156,000 | ||||
Total remaining availability for borrowings and letters of credit | 734,400 | $ 795,900 | ||||
Credit Agreement | ||||||
Debt and Financing Obligations | ||||||
Total available commitments | $ 1,550,000 | $ 1,550,000 | $ 1,350,000 | |||
Number of line of credit facilities | item | 2 | |||||
Total available commitments including accordion | $ 1,850,000 | $ 300,000 | ||||
Average interest rates (as a percent) | 2.30% | 2.70% | ||||
Working capital interim commitments | 0 | $ 200,000 | ||||
Working capital revolving credit facility | $ 200,000 | |||||
Working Capital Facility | ||||||
Debt and Financing Obligations | ||||||
Total available commitments | $ 1,100,000 | |||||
Long-term portion | $ 200,000 | |||||
Working Capital Facility | Base rate | Maximum | ||||||
Debt and Financing Obligations | ||||||
Interest rate margin (as a percent) | 1.50% | |||||
Working Capital Facility | Base rate | Minimum | ||||||
Debt and Financing Obligations | ||||||
Interest rate margin (as a percent) | 1.00% | |||||
Working Capital Facility | SOFR | ||||||
Debt and Financing Obligations | ||||||
Interest rate margin (as a percent) | 0.10% | |||||
Working Capital Facility | SOFR | Maximum | ||||||
Debt and Financing Obligations | ||||||
Interest rate margin (as a percent) | 2.50% | |||||
Working Capital Facility | SOFR | Minimum | ||||||
Debt and Financing Obligations | ||||||
Interest rate margin (as a percent) | 2.00% | |||||
Credit Facility Swingline Feature | ||||||
Debt and Financing Obligations | ||||||
Total available commitments | $ 75,000 | |||||
Non Working Capital Facility | ||||||
Debt and Financing Obligations | ||||||
Total available commitments | $ 450,000 | |||||
Non Working Capital Facility | Base rate | Maximum | ||||||
Debt and Financing Obligations | ||||||
Interest rate margin (as a percent) | 1.75% | |||||
Non Working Capital Facility | Base rate | Minimum | ||||||
Debt and Financing Obligations | ||||||
Interest rate margin (as a percent) | 0.75% | |||||
Non Working Capital Facility | SOFR | ||||||
Debt and Financing Obligations | ||||||
Interest rate margin (as a percent) | 0.10% | |||||
Non Working Capital Facility | SOFR | Maximum | ||||||
Debt and Financing Obligations | ||||||
Interest rate margin (as a percent) | 2.75% | |||||
Non Working Capital Facility | SOFR | Minimum | ||||||
Debt and Financing Obligations | ||||||
Interest rate margin (as a percent) | 1.75% | |||||
Credit Facility Accordion Feature | ||||||
Debt and Financing Obligations | ||||||
Total available commitments | $ 300,000 | |||||
Accordion, minimum draw | $ 25,000 |
Debt and Financing Obligation_3
Debt and Financing Obligations - Deferred Financing Fees, Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Financing Obligations | |||
Unamortized fees | $ 18,400 | $ 18,800 | |
Amortization expenses | 1,390 | $ 1,344 | |
Sale-lease transactions | Sale Leaseback Sites | |||
Financing Obligations | |||
Unamortized fees | 600 | 600 | |
Credit Agreement | |||
Financing Obligations | |||
Deferred financing fees capitalized | 1,000 | ||
Unamortized fees | 7,500 | 7,500 | |
Working Capital Facility | |||
Supplemental Cash Flow Information [Abstract] | |||
Borrowing from credit facility | 669,100 | 533,500 | |
Payments on credit facility | (645,200) | (365,500) | |
Net borrowings from (payments on) credit facility | 23,900 | 168,000 | |
Non Working Capital Facility | |||
Supplemental Cash Flow Information [Abstract] | |||
Borrowing from credit facility | 384,000 | ||
Payments on credit facility | (199,400) | (88,600) | |
Net borrowings from (payments on) credit facility | 184,600 | $ (88,600) | |
Senior Notes | |||
Financing Obligations | |||
Unamortized fees | $ 10,300 | $ 10,700 |
Debt and Financing Obligation_4
Debt and Financing Obligations - Notes (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Senior Notes 6.875 Percent Due 2029 | ||
Debt and Financing Obligations | ||
Stated interest rate (as a percent) | 6.875% | 6.875% |
Senior Notes 7.00 Percent Due 2027 | ||
Debt and Financing Obligations | ||
Stated interest rate (as a percent) | 7.00% | 7.00% |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) | 3 Months Ended |
Mar. 31, 2022MBbls | |
Exchange-Traded Derivatives | Long | |
Volume of activity related to derivative financial instruments | |
Nonmonetary units | 86,098 |
Exchange-Traded Derivatives | Short | |
Volume of activity related to derivative financial instruments | |
Nonmonetary units | 89,269 |
OTC Derivatives (Petroleum/Ethanol) | Long | |
Volume of activity related to derivative financial instruments | |
Nonmonetary units | 3,793 |
OTC Derivatives (Petroleum/Ethanol) | Short | |
Volume of activity related to derivative financial instruments | |
Nonmonetary units | 3,954 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Hedges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivatives in Fair Value Hedging Relationships | Futures contracts | Cost of sales | ||
Fair values of derivative financial instruments | ||
Fair value hedge, Amount of Gain (Loss) Recognized in Income on Derivatives | $ (10,804) | $ (5,494) |
Derivatives in Fair Value Hedging Relationships | Inventory | Cost of sales | ||
Fair values of derivative financial instruments | ||
Fair value hedge, Amount of Gain (Loss) Recognized in Income on Hedged Items | 21,771 | 3,500 |
Derivatives designated as hedging instruments | ||
Fair values of derivative financial instruments | ||
Cash flow hedge, Gain (loss) recognized in other comprehensive income | 0 | 4,600 |
Cash flow hedge, Gain (loss) reclassified from other comprehensive income | 0 | $ 2,500 |
Cash flow hedge, Gain (loss) to be reclassified | $ 0 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Not Designated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivatives not designated as hedging instruments | Commodity contracts | Cost of sales | ||
Derivative Financial Instruments | ||
Amount of Gain (Loss) Recognized in Income on Derivatives | $ 5,748 | $ 4,908 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Commodity Contracts, etc. (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair values of derivative financial instruments | ||
Asset Derivatives | $ 187,265 | $ 119,757 |
Liability Derivatives | (315,945) | (113,848) |
Exchange-Traded Derivatives | Broker margin deposits | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 169,437 | 108,105 |
Liability Derivatives | (263,937) | (82,194) |
Forward derivative contracts | Derivative assets | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 17,828 | 11,652 |
Forward derivative contracts | Derivative liabilities | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | (52,008) | (31,654) |
Derivatives designated as hedging instruments | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 10,369 | 1,476 |
Liability Derivatives | (9,201) | |
Derivatives designated as hedging instruments | Exchange-Traded Derivatives | Broker margin deposits | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 10,369 | 1,476 |
Liability Derivatives | (9,201) | |
Derivatives not designated as hedging instruments | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 176,896 | 118,281 |
Liability Derivatives | (315,945) | (104,647) |
Derivatives not designated as hedging instruments | Exchange-Traded Derivatives | Broker margin deposits | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 159,068 | 106,629 |
Liability Derivatives | (263,937) | (72,993) |
Derivatives not designated as hedging instruments | Forward derivative contracts | Derivative assets | ||
Fair values of derivative financial instruments | ||
Asset Derivatives | 17,828 | 11,652 |
Derivatives not designated as hedging instruments | Forward derivative contracts | Derivative liabilities | ||
Fair values of derivative financial instruments | ||
Liability Derivatives | $ (52,008) | $ (31,654) |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Senior Notes 7.00 Percent Due 2027 | ||
Liabilities: | ||
Stated interest rate (as a percent) | 7.00% | 7.00% |
Face value of debt instrument | $ 400,000 | $ 400,000 |
Fair value of debt instrument | $ 399,000 | $ 412,000 |
Senior Notes 6.875 Percent Due 2029 | ||
Liabilities: | ||
Stated interest rate (as a percent) | 6.875% | 6.875% |
Face value of debt instrument | $ 350,000 | $ 350,000 |
Fair value of debt instrument | 344,750 | 358,750 |
Recurring basis | Exchange-Traded Derivatives | ||
Assets: | ||
Cash collateral netting | 148,063 | 7,747 |
Recurring basis | Total estimated fair value | ||
Assets: | ||
Pension plans | 20,816 | 22,703 |
Total assets | 92,207 | 68,013 |
Recurring basis | Total estimated fair value | Forward derivative contracts | ||
Assets: | ||
Derivative assets | 17,828 | 11,652 |
Liabilities: | ||
Derivative liabilities | (52,008) | (31,654) |
Recurring basis | Total estimated fair value | Exchange-Traded Derivatives | ||
Assets: | ||
Exchange-traded/cleared derivative instruments | 53,563 | 33,658 |
Recurring basis | Total estimated fair value | Level 1 | ||
Assets: | ||
Pension plans | 20,816 | 22,703 |
Total pre-netting liabilities | (73,684) | 48,614 |
Recurring basis | Total estimated fair value | Level 1 | Exchange-Traded Derivatives | ||
Assets: | ||
Exchange-traded/cleared derivative instruments | (94,500) | 25,911 |
Recurring basis | Total estimated fair value | Level 2 | ||
Assets: | ||
Total assets | 17,828 | 11,652 |
Recurring basis | Total estimated fair value | Level 2 | Forward derivative contracts | ||
Assets: | ||
Derivative assets | 17,828 | 11,652 |
Liabilities: | ||
Derivative liabilities | $ (52,008) | $ (31,654) |
Environmental Liabilities (Deta
Environmental Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Changes in environmental liabilities during the period | ||
Balance at the beginning of the period | $ 52,805 | |
Additions | 11,851 | |
Payments | (580) | |
Dispositions | (319) | |
Other adjustments | 798 | |
Balance at the end of the period | 64,555 | |
Environmental liabilities | ||
Current portion | 4,642 | $ 4,642 |
Long-term portion | 59,913 | 48,163 |
Total environmental liabilities | 64,555 | 52,805 |
Retail Gasoline Stations | ||
Changes in environmental liabilities during the period | ||
Balance at the beginning of the period | 49,261 | |
Additions | 11,851 | |
Payments | (558) | |
Dispositions | (319) | |
Other adjustments | 798 | |
Balance at the end of the period | 61,033 | |
Environmental liabilities | ||
Total environmental liabilities | 61,033 | 49,261 |
Terminals | ||
Changes in environmental liabilities during the period | ||
Balance at the beginning of the period | 3,544 | |
Payments | (22) | |
Balance at the end of the period | 3,522 | |
Environmental liabilities | ||
Total environmental liabilities | 3,522 | $ 3,544 |
Miller Oil | ||
Environmental liabilities | ||
Current portion | 4,600 | |
Consumers Petroleum | ||
Environmental liabilities | ||
Current portion | $ 7,300 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Information on related party transaction | |||
Receivables from related parties | $ 2,238 | $ 1,139 | |
General Partner Interest | |||
Information on related party transaction | |||
Expenses incurred from transactions with related parties | 39,700 | $ 31,400 | |
Receivables from related parties | $ 2,238 | $ 1,139 | |
Slifka Family | |||
Related Party Transactions | |||
Ownership interest, as a percent | 100.00% | ||
Annual services fee | $ 20 | ||
Notice period to terminate the receipt of services under the agreement | 90 days |
Partners' Equity, Allocations a
Partners' Equity, Allocations and Cash Distribution (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Partners' Equity, Allocations and Cash Distributions | ||
General partner interest, equivalent units outstanding | 230,303 | 230,303 |
First Target Distribution [Member] | Maximum | ||
Partners' Equity, Allocations and Cash Distributions | ||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.4625 | |
Second Target Distribution [Member] | Minimum | ||
Partners' Equity, Allocations and Cash Distributions | ||
Total Quarterly Distribution Target Amount (in dollars per unit) | 0.4625 | |
Second Target Distribution [Member] | Maximum | ||
Partners' Equity, Allocations and Cash Distributions | ||
Total Quarterly Distribution Target Amount (in dollars per unit) | 0.5375 | |
Third Target Distribution [Member] | Minimum | ||
Partners' Equity, Allocations and Cash Distributions | ||
Total Quarterly Distribution Target Amount (in dollars per unit) | 0.5375 | |
Third Target Distribution [Member] | Maximum | ||
Partners' Equity, Allocations and Cash Distributions | ||
Total Quarterly Distribution Target Amount (in dollars per unit) | 0.6625 | |
Thereafter | Minimum | ||
Partners' Equity, Allocations and Cash Distributions | ||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.6625 | |
Affiliates of general partner | Global Partners LP | ||
Partners' Equity, Allocations and Cash Distributions | ||
Limited partner ownership interest (as a percent) | 18.20% | |
Common Limited Partners | ||
Partners' Equity, Allocations and Cash Distributions | ||
Number of units held | 33,953,227 | 33,953,227 |
Period of distribution of available cash after end of each quarter | 45 days | |
Common Limited Partners | Affiliates of general partner | ||
Partners' Equity, Allocations and Cash Distributions | ||
Number of units held | 6,173,345 | |
Series A Preferred Limited Partners | ||
Partners' Equity, Allocations and Cash Distributions | ||
Number of units held | 2,760,000 | 2,760,000 |
Initial distribution rate (as a percentage) | 9.75% | |
Sale price (in dollars per unit) | $ 25 | |
Series B Preferred Limited Partners | ||
Partners' Equity, Allocations and Cash Distributions | ||
Number of units held | 3,000,000 | 3,000,000 |
Initial distribution rate (as a percentage) | 9.50% | |
Sale price (in dollars per unit) | $ 25 | |
Common Unitholders | Global Partners LP | ||
Partners' Equity, Allocations and Cash Distributions | ||
Limited partner ownership interest (as a percent) | 99.33% | |
Common Unitholders | Common Limited Partners | ||
Partners' Equity, Allocations and Cash Distributions | ||
Number of units held | 33,995,563 | |
Common Unitholders | Common Limited Partners | First Target Distribution [Member] | ||
Partners' Equity, Allocations and Cash Distributions | ||
Marginal Percentage Interest in Distributions | 99.33% | |
Common Unitholders | Common Limited Partners | Second Target Distribution [Member] | ||
Partners' Equity, Allocations and Cash Distributions | ||
Marginal Percentage Interest in Distributions | 86.33% | |
Common Unitholders | Common Limited Partners | Third Target Distribution [Member] | ||
Partners' Equity, Allocations and Cash Distributions | ||
Marginal Percentage Interest in Distributions | 76.33% | |
Common Unitholders | Common Limited Partners | Thereafter | ||
Partners' Equity, Allocations and Cash Distributions | ||
Marginal Percentage Interest in Distributions | 51.33% | |
Common Unitholders | Common Limited Partners | Affiliates of general partner | ||
Partners' Equity, Allocations and Cash Distributions | ||
Number of units held | 6,173,345 | |
General Partner Interest | ||
Partners' Equity, Allocations and Cash Distributions | ||
General partner interest, equivalent units outstanding | 230,303 | |
General Partner Interest | First Target Distribution [Member] | ||
Partners' Equity, Allocations and Cash Distributions | ||
Marginal Percentage Interest in Distributions | 0.67% | |
General Partner Interest | Second Target Distribution [Member] | ||
Partners' Equity, Allocations and Cash Distributions | ||
Marginal Percentage Interest in Distributions | 13.67% | |
General Partner Interest | Third Target Distribution [Member] | ||
Partners' Equity, Allocations and Cash Distributions | ||
Marginal Percentage Interest in Distributions | 23.67% | |
General Partner Interest | Thereafter | ||
Partners' Equity, Allocations and Cash Distributions | ||
Marginal Percentage Interest in Distributions | 48.67% | |
General Partner Interest | Global Partners LP | ||
Partners' Equity, Allocations and Cash Distributions | ||
General partner interest (as a percent) | 0.67% |
Partners' Equity, Allocations_2
Partners' Equity, Allocations and Cash Distribution - Distributions paid and Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 26, 2022 | Apr. 18, 2022 | Feb. 15, 2022 | Feb. 14, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Cash Distribution Payment | ||||||
Per Unit Cash Distribution (in dollars per unit) | $ 0.5850 | |||||
Cash distribution, common units | $ 19,887 | |||||
Cash distribution, general partner | 141 | |||||
Cash distribution, incentive | 871 | |||||
Distributions, Total | $ 20,899 | $ 24,362 | $ 21,022 | |||
Common Limited Partners | Subsequent event | ||||||
Distribution declared | ||||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.5950 | |||||
Common Limited Partners | Subsequent event | Annualized Basis | ||||||
Cash Distribution Payment | ||||||
Per Unit Cash Distribution (in dollars per unit) | $ 2.38 | |||||
Series A Preferred Limited Partners | ||||||
Cash Distribution Payment | ||||||
Per Unit Cash Distribution (in dollars per unit) | $ 0.609375 | |||||
Cash distribution | $ 1,682 | |||||
Series A Preferred Limited Partners | Subsequent event | ||||||
Distribution declared | ||||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.609375 | |||||
Series A Preferred Limited Partners | Subsequent event | Annualized Basis | ||||||
Cash Distribution Payment | ||||||
Per Unit Cash Distribution (in dollars per unit) | 2.4375 | |||||
Series B Preferred Limited Partners | ||||||
Cash Distribution Payment | ||||||
Per Unit Cash Distribution (in dollars per unit) | $ 0.59375 | |||||
Cash distribution | $ 1,781 | |||||
Series B Preferred Limited Partners | Subsequent event | ||||||
Distribution declared | ||||||
Quarterly cash distributions declared (in dollars per unit) | 0.59375 | |||||
Series B Preferred Limited Partners | Subsequent event | Annualized Basis | ||||||
Cash Distribution Payment | ||||||
Per Unit Cash Distribution (in dollars per unit) | $ 2.375 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands, gal in Millions | 3 Months Ended | |
Mar. 31, 2022USD ($)gal | Mar. 31, 2021USD ($)gal | |
Summarized financial information for the Partnership's reportable segments | ||
Sales | $ 4,500,538 | $ 2,553,327 |
Product margin | 228,212 | 165,092 |
Depreciation allocated to cost of sales | (21,974) | (20,060) |
Gross profit | 206,238 | 145,032 |
Wholesale | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 2,777,703 | 1,551,485 |
Product margin | 47,088 | 30,493 |
Wholesale | Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 1,420,226 | 819,398 |
Product margin | (2,285) | 16,405 |
Wholesale | Other oils and related products | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 1,356,003 | 715,169 |
Product margin | 53,122 | 18,615 |
Wholesale | Crude oil sales and crude oil logistics revenue | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 1,474 | 16,918 |
Product margin | (3,749) | (4,527) |
GDSO | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 1,392,853 | 856,172 |
Product margin | 172,983 | 130,409 |
GDSO | Gasoline | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 1,276,961 | 756,008 |
Product margin | 114,886 | 80,252 |
GDSO | Convenience store and prepared food sales, rental income and sundries | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 115,892 | 100,164 |
Product margin | 58,097 | 50,157 |
Commercial | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 329,982 | 145,670 |
Product margin | $ 8,141 | $ 4,190 |
Intersegment transaction | GDSO | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales volume supplied by Wholesale to GDSO (in gallons) | gal | 101 | 100 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements | ||
Combined gross profit | $ 206,238 | $ 145,032 |
Operating costs and expenses | ||
Selling, general and administrative expenses | 56,281 | 46,324 |
Operating expenses | 99,233 | 80,528 |
Amortization expense | 2,499 | 2,723 |
Net gain on sale and disposition of assets | (4,911) | (475) |
Total costs and operating expenses | 153,102 | 129,100 |
Operating income | 53,136 | 15,932 |
Interest expense | (21,474) | (20,359) |
Income tax (expense) benefit | (1,177) | 130 |
Net income (loss) | 30,485 | (4,297) |
Net income (loss) | 30,485 | (4,297) |
Operating costs and expenses not allocated to operating segments | ||
Operating costs and expenses | ||
Selling, general and administrative expenses | 56,281 | 46,324 |
Operating expenses | 99,233 | 80,528 |
Amortization expense | 2,499 | 2,723 |
Net gain on sale and disposition of assets | (4,911) | (475) |
Total costs and operating expenses | $ 153,102 | $ 129,100 |
Segment Reporting - Assets (Det
Segment Reporting - Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Segment assets | ||
Total | $ 3,153,072 | $ 2,831,165 |
Operating costs and expenses not allocated to operating segments | ||
Segment assets | ||
Total | 552,183 | 436,167 |
Wholesale | ||
Segment assets | ||
Total | 729,831 | 739,523 |
GDSO | ||
Segment assets | ||
Total | $ 1,871,058 | $ 1,655,475 |
Net Income Per Common Limited_3
Net Income Per Common Limited Partner Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 26, 2022 | Apr. 18, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Net Income Per Limited Partner Unit | |||||
Repurchased units not deemed outstanding | 42,336 | 42,336 | |||
Net income (loss) | $ 30,485 | $ (4,297) | |||
Declared distribution | 21,344 | 20,453 | |||
Assumed allocation of undistributed net income (loss) | 9,141 | (24,750) | |||
Assumed allocation of net income (loss) | $ 30,485 | $ (4,297) | |||
Common Limited Partners | |||||
Denominator: | |||||
Basic weighted average common units outstanding | 33,953,000 | 33,967,000 | |||
Diluted weighted average common units outstanding | 34,085,000 | 34,296,000 | |||
Basic net income (loss) per common limited partner unit | $ 0.76 | $ (0.20) | |||
Diluted net income (loss) per common limited partner unit | $ 0.76 | $ (0.20) | |||
Common Limited Partners | Subsequent event | |||||
Denominator: | |||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.5950 | ||||
Series A Preferred Limited Partners | Subsequent event | |||||
Denominator: | |||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.609375 | ||||
Series B Preferred Limited Partners | Subsequent event | |||||
Denominator: | |||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.59375 | ||||
Common Unitholders | |||||
Net Income Per Limited Partner Unit | |||||
Net income (loss) | $ 29,308 | $ (5,036) | |||
Declared distribution | 20,227 | 19,547 | |||
Assumed allocation of undistributed net income (loss) | 9,081 | (24,583) | |||
Assumed allocation of net income (loss) | 29,308 | (5,036) | |||
Common Unitholders | Common Limited Partners | |||||
Net Income Per Limited Partner Unit | |||||
Assumed allocation of net income (loss) | $ 25,845 | $ (6,856) | |||
Denominator: | |||||
Basic weighted average common units outstanding | 33,953,000 | 33,967,000 | |||
Dilutive effect of phantom units | 132,000 | 329,000 | |||
Diluted weighted average common units outstanding | 34,085,000 | 34,296,000 | |||
Basic net income (loss) per common limited partner unit | $ 0.76 | $ (0.20) | |||
Diluted net income (loss) per common limited partner unit | $ 0.76 | $ (0.20) | |||
Common Unitholders | Preferred Limited Partners | |||||
Net Income Per Limited Partner Unit | |||||
Assumed allocation of net income (loss) | $ 3,463 | $ 1,820 | |||
General Partner Interest | |||||
Net Income Per Limited Partner Unit | |||||
Net income (loss) | 1,177 | 739 | |||
Declared distribution | 144 | 138 | |||
Assumed allocation of undistributed net income (loss) | 60 | (167) | |||
Assumed allocation of net income (loss) | 204 | (29) | |||
IDRs | |||||
Net Income Per Limited Partner Unit | |||||
Declared distribution | 973 | 768 | |||
Assumed allocation of net income (loss) | $ 973 | $ 768 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive Loss (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Changes in Accumulated Other Comprehensive Loss | |
Balance, beginning of period | $ 527,767 |
Balance, end of period | 532,606 |
Pension Plan | |
Changes in Accumulated Other Comprehensive Loss | |
Balance, beginning of period | (1,902) |
Other comprehensive loss | (1,271) |
Amount of (income) loss reclassified from accumulated other comprehensive income (loss) | (236) |
Total comprehensive loss | (1,507) |
Balance, end of period | $ (3,409) |
Legal Proceedings (Details)
Legal Proceedings (Details) | Mar. 31, 2022a |
Albany Terminal | |
Other legal proceedings | |
Terminal area (in acres) | 63 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Apr. 26, 2022 | Apr. 18, 2022 | Feb. 15, 2022 | Feb. 14, 2022 |
Subsequent Event | ||||
Per Unit Cash Distribution (in dollars per unit) | $ 0.5850 | |||
Series A Preferred Limited Partners | ||||
Subsequent Event | ||||
Per Unit Cash Distribution (in dollars per unit) | $ 0.609375 | |||
Series B Preferred Limited Partners | ||||
Subsequent Event | ||||
Per Unit Cash Distribution (in dollars per unit) | $ 0.59375 | |||
Subsequent event | Series A Preferred Limited Partners | ||||
Subsequent Event | ||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.609375 | |||
Subsequent event | Series A Preferred Limited Partners | Annualized Basis | ||||
Subsequent Event | ||||
Per Unit Cash Distribution (in dollars per unit) | 2.4375 | |||
Subsequent event | Series B Preferred Limited Partners | ||||
Subsequent Event | ||||
Quarterly cash distributions declared (in dollars per unit) | 0.59375 | |||
Subsequent event | Series B Preferred Limited Partners | Annualized Basis | ||||
Subsequent Event | ||||
Per Unit Cash Distribution (in dollars per unit) | $ 2.375 | |||
Subsequent event | Common Limited Partners | ||||
Subsequent Event | ||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.5950 | |||
Subsequent event | Common Limited Partners | Annualized Basis | ||||
Subsequent Event | ||||
Per Unit Cash Distribution (in dollars per unit) | $ 2.38 |