Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
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 | 2024 | |
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 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, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 72,822 | $ 19,642 |
Accounts receivable, net | 561,934 | 551,764 |
Accounts receivable-affiliates | 5,642 | 8,142 |
Inventories | 403,955 | 397,314 |
Brokerage margin deposits | 13,444 | 12,779 |
Derivative assets | 9,108 | 17,656 |
Prepaid expenses and other current assets | 88,012 | 90,531 |
Total current assets | 1,154,917 | 1,097,828 |
Property and equipment, net | 1,490,217 | 1,513,545 |
Right of use assets, net | 247,465 | 252,849 |
Intangible assets, net | 18,849 | 20,718 |
Goodwill | 426,768 | 429,215 |
Equity method investments | 88,128 | 94,354 |
Other assets | 39,288 | 37,502 |
Total assets | 3,465,632 | 3,446,011 |
Current liabilities: | ||
Accounts payable | 475,452 | 648,717 |
Working capital revolving credit facility-current portion | 226,000 | 16,800 |
Lease liability-current portion | 55,546 | 59,944 |
Environmental liabilities-current portion | 5,493 | 5,057 |
Trustee taxes payable | 67,919 | 67,398 |
Accrued expenses and other current liabilities | 148,029 | 179,887 |
Derivative liabilities | 7,592 | 4,987 |
Total current liabilities | 986,031 | 982,790 |
Revolving credit facility | 380,000 | |
Senior notes | 1,184,628 | 742,720 |
Lease liability-less current portion | 198,848 | 200,195 |
Environmental liabilities-less current portion | 68,800 | 71,092 |
Financing obligations | 137,554 | 138,485 |
Deferred tax liabilities | 68,300 | 68,909 |
Other long-term liabilities | 57,467 | 61,160 |
Total liabilities | 2,701,628 | 2,645,351 |
Partners' equity | ||
General partner interest (0.67% interest with 230,303 equivalent units outstanding at March 31, 2024 and December 31, 2023) | 1,927 | 1,828 |
Accumulated other comprehensive (loss) income | (203) | 381 |
Total partners' equity | 764,004 | 800,660 |
Total liabilities and partners' equity | 3,465,632 | 3,446,011 |
Series A Preferred Limited Partners | ||
Partners' equity | ||
Limited partner interest | 67,476 | 67,476 |
Series B Preferred Limited Partners | ||
Partners' equity | ||
Limited partner interest | 72,305 | 72,305 |
Common Limited Partners | ||
Partners' equity | ||
Limited partner interest | $ 622,499 | $ 658,670 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 33,977,582 | 33,882,357 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Sales | $ 4,145,392 | $ 4,030,327 |
Cost of sales | 3,930,257 | 3,808,263 |
Gross profit | 215,135 | 222,064 |
Costs and operating expenses: | ||
Selling, general and administrative expenses | 69,781 | 62,256 |
Operating expenses | 120,150 | 108,353 |
Amortization expense | 1,869 | 2,084 |
Net gain on sale and disposition of assets | (2,501) | (2,128) |
Total costs and operating expenses | 189,299 | 170,565 |
Operating income | 25,836 | 51,499 |
Other (loss) (expense): | ||
Loss from equity method investments | (1,379) | |
Interest expense | (29,696) | (22,068) |
(Loss) income before income tax expense | (5,239) | 29,431 |
Income tax expense | (363) | (400) |
Net (loss) income | (5,602) | 29,031 |
Less: General partner's interest in net (loss) income, including incentive distribution rights | 3,136 | 1,782 |
Preferred Limited Partners | ||
Other (loss) (expense): | ||
Limited partners' interest in net income | 3,916 | 3,463 |
Common Limited Partners | ||
Other (loss) (expense): | ||
Limited partners' interest in net income | $ (12,654) | $ 23,786 |
Basic net (loss) income per common limited partner unit | $ (0.37) | $ 0.70 |
Diluted net (loss) income per common limited partner unit | $ (0.37) | $ 0.70 |
Basic weighted average common limited partner units outstanding | 33,963 | 33,986 |
Diluted weighted average common limited partner units outstanding | 33,963 | 34,001 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | ||
Net Income (Loss) | $ (5,602) | $ 29,031 |
Other comprehensive (loss) income: | ||
Change in pension liability | (584) | 452 |
Total other comprehensive (loss) income | (584) | 452 |
Comprehensive (loss) income | $ (6,186) | $ 29,483 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net (loss) income | $ (5,602) | $ 29,031 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 32,486 | 26,648 |
Amortization of deferred financing fees | 1,831 | 1,347 |
Bad debt expense | (172) | 38 |
Unit-based compensation expense | 2,596 | 1,094 |
Write-off of financing fees | 1,440 | |
Net gain on sale and disposition of assets | (2,501) | (2,128) |
Loss from equity method investments | 1,379 | |
Dividends received on equity method investments | 204 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (9,998) | 40,579 |
Accounts receivable-affiliate | 2,500 | (1,655) |
Inventories | (7,257) | 180,867 |
Broker margin deposits | (665) | 4,381 |
Prepaid expenses, all other current assets and other assets | 1,555 | (3,580) |
Accounts payable | (173,265) | (245,723) |
Trustee taxes payable | 521 | 5,255 |
Change in derivatives | 11,153 | (8,002) |
Accrued expenses, all other current liabilities and other long-term liabilities | (38,907) | (47,477) |
Net cash used in operating activities | (182,702) | (19,325) |
Cash flows from investing activities | ||
Equity method investments | (9,659) | |
Capital expenditures | (16,614) | (15,180) |
Seller note issuances | (3,471) | (3,880) |
Dividends received of equity method investments | 14,304 | |
Proceeds from sale of property and equipment, net | 13,933 | 6,991 |
Net cash used in investing activities | (1,507) | (12,069) |
Cash flows from financing activities | ||
Proceeds from senior notes, net | 441,301 | |
LTIP units withheld for tax obligations | (1,818) | (469) |
Distribution equivalent rights | (565) | (149) |
Distributions to limited partners and general partner | (30,729) | (58,858) |
Net cash provided by financing activities | 237,389 | 34,424 |
Cash and cash equivalents | ||
Increase in cash and cash equivalents | 53,180 | 3,030 |
Cash and cash equivalents at beginning of period | 19,642 | 4,040 |
Cash and cash equivalents at end of period | 72,822 | 7,070 |
Supplemental information | ||
Cash paid during the period for interest | 29,578 | 29,259 |
Working Capital Facility | ||
Cash flows from financing activities | ||
Net (payments on) borrowings from working capital revolving credit facility | 209,200 | $ 93,900 |
Non Working Capital Facility | ||
Cash flows from financing activities | ||
Net (payments on) borrowings from working capital revolving credit facility | $ (380,000) |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY - USD ($) $ in Thousands | Common Unitholders Series A Preferred Limited Partners | Common Unitholders Series B Preferred Limited Partners | Common Unitholders Common Limited Partners | General Partner | Accumulated Other Comprehensive Income (Loss) | Total |
Balance, beginning of period at Dec. 31, 2022 | $ 67,226 | $ 72,305 | $ 648,956 | $ 406 | $ (449) | $ 788,444 |
Increase (Decrease) in Partners' Capital | ||||||
Net income (loss) | 1,682 | 1,781 | 23,786 | 1,782 | 29,031 | |
Distributions to limited partners and general partner | (1,682) | (1,781) | (53,458) | (1,952) | (58,873) | |
Unit-based compensation | 1,094 | 1,094 | ||||
Other comprehensive income | 452 | 452 | ||||
LTIP units withheld for tax obligations | (469) | (469) | ||||
Distribution equivalent rights | (406) | (406) | ||||
Dividends on repurchased units | 15 | 15 | ||||
Balance, end of period at Mar. 31, 2023 | 67,226 | 72,305 | 619,518 | 236 | 3 | 759,288 |
Balance, beginning of period at Dec. 31, 2023 | 67,476 | 72,305 | 658,670 | 1,828 | 381 | 800,660 |
Increase (Decrease) in Partners' Capital | ||||||
Net income (loss) | 2,135 | 1,781 | (12,654) | 3,136 | (5,602) | |
Distributions to limited partners and general partner | (2,135) | (1,781) | (23,797) | (3,037) | (30,750) | |
Unit-based compensation | 2,596 | 2,596 | ||||
Other comprehensive income | (584) | (584) | ||||
LTIP units withheld for tax obligations | (1,818) | (1,818) | ||||
Distribution equivalent rights | (519) | (519) | ||||
Dividends on repurchased units | 21 | 21 | ||||
Balance, end of period at Mar. 31, 2024 | $ 67,476 | $ 72,305 | $ 622,499 | $ 1,927 | $ (203) | $ 764,004 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
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 a large terminal network of refined petroleum products and renewable fuels—with connectivity to strategic rail, pipeline and marine assets—spanning from Maine to Florida and into the U.S. Gulf States. The Partnership is one of the largest independent owners, suppliers and operators of gasoline stations and convenience stores, primarily in Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the “Northeast”) and Maryland and Virginia. As of March 31, 2024, the Partnership had a portfolio of LLC (“SPR”). 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 and for substantially all of the employees who primarily or exclusively provide services to SPR, who are employed by SPR Operator LLC (“SPR Operator”), also 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, 2024, affiliates of the General Partner, including its directors and executive officers and their affiliates, owned 2024 Events Redemption of Series A Preferred Units outstanding Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”) a . longer outstanding. Acquisition of Terminals from Gulf Oil 23, 2024. The purchase price was approximately million, excluding inventory acquired in the transaction. The Partnership financed the transaction with borrowings under its revolving credit facility. Credit Agreement Facility Reallocation and Accordion Reduction . After giving effect to the reallocation and the accordion reduction, the working capital revolving credit facility is $600.0 million, for a total commitment of $1.55 billion, effective February 8, 2024. . See Note 6 for additional information on the credit agreement. 2032 Notes Offering senior notes due 2032 (the “2032 Notes”) that are guaranteed by certain of the Partnership’s subsidiaries in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended. The Partnership used the net proceeds from the offering to repay a portion of the borrowings outstanding under its credit agreement and for general corporate purposes. See Note 6 for additional information on the credit agreement. Basis of Presentation The accompanying consolidated financial statements as of March 31, 2024 and December 31, 2023 and for the three months ended March 31, 2024 and 2023 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, 2023 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, 2024 are not necessarily indicative of the results of operations that will be realized for the entire year ending December 31, 2024. The consolidated balance sheet at December 31, 2023 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. 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, 2024 2023 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) 60 % 59 % Distillates (home heating oil, diesel and kerosene), residual oil and crude oil sales 37 % 38 % Convenience store and prepared food sales, rental income and sundries 3 % 3 % 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, 2024 2023 Wholesale segment 20 % 22 % Gasoline Distribution and Station Operations segment 77 % 75 % 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, 2024 and 2023. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contracts with Customers | |
Revenue from Contracts with Customers | Note 2. Revenue from Contracts with 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, 2024 Revenue from contracts with customers: Wholesale GDSO Commercial Total Petroleum and related product sales $ 813,419 $ 1,097,277 $ 182,120 $ 2,092,816 Station operations — 109,832 — 109,832 Total revenue from contracts with customers 813,419 1,207,109 182,120 2,202,648 Other sales: Revenue originating as physical forward contracts and exchanges 1,825,184 — 96,479 1,921,663 Revenue from leases 745 20,336 — 21,081 Total other sales 1,825,929 20,336 96,479 1,942,744 Total sales $ 2,639,348 $ 1,227,445 $ 278,599 $ 4,145,392 Three Months Ended March 31, 2023 Revenue from contracts with customers: Wholesale GDSO Commercial Total Petroleum and related product sales $ 857,757 $ 1,185,866 $ 171,807 $ 2,215,430 Station operations — 107,279 — 107,279 Total revenue from contracts with customers 857,757 1,293,145 171,807 2,322,709 Other sales: Revenue originating as physical forward contracts and exchanges 1,601,151 — 86,065 1,687,216 Revenue from leases 515 19,887 — 20,402 Total other sales 1,601,666 19,887 86,065 1,707,618 Total sales $ 2,459,423 $ 1,313,032 $ 257,872 $ 4,030,327 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 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 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2024 | |
Inventories | |
Inventories | Note 3. 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, 2024 2023 Distillates: home heating oil, diesel and kerosene $ 121,723 $ 154,890 Gasoline 150,662 134,749 Gasoline blendstocks 64,582 31,146 Residual oil 35,158 45,774 Renewable identification numbers (RINs) 3,170 1,684 Convenience store inventory 28,660 29,071 Total $ 403,955 $ 397,314 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 31, 2023, respectively. Negative exchange balances are accounted for as accounts payable and amounted to 31, 2023, respectively. Exchange transactions are valued using current carrying costs. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill. | |
Goodwill | Note 4. 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, 2023 $ 429,215 Dispositions (1) (2,447) Balance at March 31, 2024 $ 426,768 (1) 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, 2024 | |
Property and Equipment | |
Property and Equipment | Note 5. Property and Equipment Property and equipment consisted of the following (in thousands): March 31, December 31, 2024 2023 Buildings and improvements $ 1,742,692 $ 1,738,122 Land 611,306 614,548 Fixtures and equipment 48,671 47,589 Idle plant assets 30,500 30,500 Construction in process 52,309 54,281 Capitalized internal use software 33,808 33,808 Total property and equipment 2,519,286 2,518,848 Less accumulated depreciation 1,029,069 1,005,303 Total $ 1,490,217 $ 1,513,545 Property and equipment includes retail gasoline station assets held for sale of $15.2 million and $20.3 million at March 31, 2024 and December 31, 2023, respectively. At March 31, 2024, the Partnership had a $38.8 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 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, 2024 | |
Debt and Financing Obligations | |
Debt and Financing Obligations | Note 6. 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 2, 2026. On February 5, 2024, the Partnership and the lenders under the Credit Agreement agreed, pursuant to the terms of the Credit Agreement, to (i) a reallocation of $300.0 million of the revolving credit facility to the working capital revolving credit facility and (ii) reduce the accordion feature from $200.0 million to $0, effective February 8, 2024. This reallocation and accordion reduction return the credit facilities to the terms in place prior to the reallocation and accordion exercise previously agreed to by the Partnership and the lenders on December 7, 2023. As of March 31, 2024, there were 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 $950.0 million; and ● a $600.0 million revolving credit facility to be used for general corporate purposes. 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. The average interest rates for the Credit Agreement were 7.4% and 6.5% for the three months ended March 31, 2024 and 2023, 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, 2024, the Partnership estimated working capital revolving credit facility borrowings will equal or exceed The table below presents the total borrowings and availability under the Credit Agreement (in thousands): March 31, December 31, 2024 2023 Total available commitments $ 1,550,000 $ 1,750,000 Working capital revolving credit facility-current portion 226,000 16,800 Working capital revolving credit facility-less current portion — — Revolving credit facility — 380,000 Total borrowings outstanding 226,000 396,800 Less outstanding letters of credit 121,900 220,200 Total remaining availability for borrowings and letters of credit (1) $ 1,202,100 $ 1,133,000 (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, 2024. Please read Note 9 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023 for additional information on the Credit Agreement. 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, 2024 2023 Borrowings from working capital revolving credit facility $ 653,700 $ 751,400 Payments on working capital revolving credit facility (444,500) (657,500) Net borrowings from working capital revolving credit facility $ 209,200 $ 93,900 Borrowings from revolving credit facility $ — $ — Payments on revolving credit facility (380,000) — Net payments on revolving credit facility $ (380,000) $ — Senior Notes The Partnership had 7.00% senior notes due 2027 and 6.875% senior notes due 2029 outstanding at March 31, 2024 and December 31, 2023. The Partnership also had On January 18, 2024, the Partnership and GLP Finance Corp. (the “Issuers”) issued $450.0 million aggregate principal amount of 8.250% senior notes due 2032 to several initial purchasers in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended. The Partnership used the net proceeds from the offering to repay a portion of the borrowings outstanding under the Credit Agreement and for general corporate purposes. In connection with the private placement of the 2032 Notes, the Issuers and the subsidiary guarantors and Regions Bank, as trustee, entered into an indenture as may be supplemented from time to time (the “2032 Notes Indenture”). The 2032 Notes mature on January 15, 2032 with interest accruing at a rate of 8.250% per annum. Interest will be payable beginning July 15, 2024 and thereafter semi-annually in arrears on January 15 and July 15 of each year. The 2032 Notes are guaranteed on a joint and several senior unsecured basis by each of the Issuers and the subsidiary guarantors to the extent set forth in the 2032 Notes Indenture. Upon a continuing event of default, the trustee or the holders of at least The Issuers will have the option to redeem up to 35% of the 2032 Notes prior to January 15, 2027 at a redemption price (expressed as a percentage of principal amount) of 108.250% plus accrued and unpaid interest, if any. The Issuers will have the option to redeem the 2032 Notes, in whole or in part, at any time on or after January 15, 2027, at the redemption prices of 15, 2029 and at any time thereafter, together with any accrued and unpaid interest to the date of redemption. In addition, before January 15, 2027, the Issuers may redeem all or any part of the 2032 Notes at a redemption price equal to the sum of the principal amount thereof, plus a make whole premium, plus accrued and unpaid interest, if any, to the redemption date. The holders of the 2032 Notes may require the Issuers to repurchase the 2032 Notes following certain asset sales or a Change of Control Triggering Event (as defined in the 2032 Notes Indenture) at the prices and on the terms specified in the 2032 Notes Indenture. The 2032 Notes Indenture contains covenants that limit the Partnership’s ability to, among other things, incur additional indebtedness and issue preferred securities, make certain dividends and distributions, make certain investments and other restricted payments, restrict distributions by its subsidiaries, create liens, sell assets or merge with other entities. Events of default under the 2032 Notes Indenture include (i) a default in payment of principal of, or interest or premium, if any, on, the 2032 Notes, (ii) breach of the Partnership’s covenants under the 2032 Notes Indenture, (iii) certain events of bankruptcy and insolvency, (iv) any payment default or acceleration of indebtedness of the Partnership or certain subsidiaries if the total amount of such indebtedness unpaid or accelerated exceeds Please read Note 9 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023 for additional information on these senior notes. Financing Obligations The Partnership had financing obligations outstanding at March 31, 2024 and December 31, 2023 associated with historical sale-leaseback transactions that did not meet the criteria for sale accounting. Please read Note 9 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023 for additional information on these financial obligations. 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 2024 and primarily in connection with the accordion exercise and reallocation in February, the Partnership incurred expenses of approximately million associated with the write-off of a portion of the related deferred financing fees. These expenses are included in interest expense in the accompanying consolidated statement of operations for the three months ended March 31, 2024. The Partnership had unamortized deferred financing fees of 31, 2023, respectively. Unamortized fees related to the Credit Agreement are included in other current assets and other long-term assets and amounted to $9.6 million and $12.2 million at March 31, 2024 and December 31, 2023, respectively. Unamortized fees related to the senior notes are presented as a direct deduction from the carrying amount of that debt liability and amounted to 31, 2023, 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 Amortization expense of approximately $1.8 million and $1.3 million for the three months ended March 31, 2024 and 2023, respectively, is included in interest expense in the accompanying consolidated statements of operations. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | Note 7. 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 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, 2024: Units (1) Unit of Measure Exchange-Traded Derivatives Long 65,343 Thousands of barrels Short (65,937) Thousands of barrels OTC Derivatives (Petroleum/Ethanol) Long 5,519 Thousands of barrels Short (4,653) 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 2024 2023 Derivatives in fair value hedging relationship Exchange-traded futures contracts and OTC derivative contracts for petroleum commodity products Cost of sales $ 172 $ (514) Hedged items in fair value hedge relationship Physical inventory Cost of sales $ (3,531) $ (4,819) 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 2024 2023 Commodity contracts Cost of sales $ 593 $ (2,241) 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, 2024 and December 31, 2023 (in thousands): March 31, 2024 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ 460 $ 31,940 $ 32,400 Forward derivative contracts (1) Derivative assets — 9,108 9,108 Total asset derivatives $ 460 $ 41,048 $ 41,508 Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ — $ (50,674) $ (50,674) Forward derivative contracts (1) Derivative liabilities — (7,592) (7,592) Total liability derivatives $ — $ (58,266) $ (58,266) December 31, 2023 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ — $ 67,430 $ 67,430 Forward derivative contracts (1) Derivative assets — 17,656 17,656 Total asset derivatives $ — $ 85,086 $ 85,086 Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ 10,678 $ (44,687) $ (34,009) Forward derivative contracts (1) Derivative liabilities — (4,987) (4,987) Total liability derivatives $ 10,678 $ (49,674) $ (38,996) (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, 2023 for additional information on derivative financial instruments. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8. 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, 2024 and December 31, 2023 (in thousands): Fair Value at March 31, 2024 Cash Collateral Level 1 Level 2 Netting Total Assets: Forward derivative contracts (1) $ — $ 9,108 $ — $ 9,108 Exchange-traded/cleared derivative instruments (2) (18,274) — 31,718 13,444 Pension plans 18,039 — — 18,039 Total assets $ (235) $ 9,108 $ 31,718 $ 40,591 Liabilities: Forward derivative contracts (1) $ — $ (7,592) $ — $ (7,592) Fair Value at December 31, 2023 Cash Collateral Level 1 Level 2 Netting Total Assets: Forward derivative contracts (1) $ — $ 17,656 $ — $ 17,656 Exchange-traded/cleared derivative instruments (2) 33,421 — (20,642) 12,779 Pension plans 19,113 — — 19,113 Total assets $ 52,534 $ 17,656 $ (20,642) $ 49,548 Liabilities: Forward derivative contracts (1) $ — $ (4,987) $ — $ (4,987) (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. 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 7. 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. March 31, 2024 December 31, 2023 Face Fair Face Fair Value Value Value Value 7.00% senior notes due 2027 $ 400,000 $ 399,500 $ 400,000 $ 390,516 6.875% senior notes due 2029 $ 350,000 $ 345,187 $ 350,000 $ 340,130 8.250% senior notes due 2032 $ 450,000 $ 465,750 $ — $ — 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. |
Environmental Liabilities
Environmental Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Environmental Liabilities | |
Environmental Liabilities | Note 9. Environmental Liabilities The following table presents a summary roll forward of the Partnership’s environmental liabilities at March 31, 2024 (in thousands): Balance at Other Balance at December 31, Payments Dispositions Adjustments March 31, Environmental Liability Related to: 2023 2024 2024 2024 2024 Retail gasoline stations $ 63,539 $ (991) $ (721) $ (82) $ 61,745 Terminals 12,610 (62) — — 12,548 Total environmental liabilities $ 76,149 $ (1,053) $ (721) $ (82) $ 74,293 Current portion $ 5,057 $ 5,493 Long-term portion 71,092 68,800 Total environmental liabilities $ 76,149 $ 74,293 In addition to environmental liabilities related to the Partnership’s retail gasoline stations, the Partnership retains some of the environmental obligations associated with certain gasoline stations that the Partnership has sold. 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. |
Equity Method Investment
Equity Method Investment | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments | |
Equity Method Investments | Note 10. Equity Method Investments Everett Landco GP, LLC On October 23, 2023, the Partnership, through its wholly owned subsidiary, Global Everett Landco, LLC, entered into a Limited Liability Company Agreement (the “Everett LLC Agreement”) of Everett Landco GP, LLC (“Everett”), a Delaware limited liability company formed as a joint venture with Everett Investor LLC (the “Everett Investor”), an entity controlled by an affiliate of The Davis Companies, a company primarily involved in the acquisition, development, management and sale of commercial real estate. In accordance with the Everett LLC Agreement, the Partnership agreed to invest up to The joint venture was formed to invest, directly or indirectly, in Everett Landco, LLC, (“Landco”), an entity formed to acquire from ExxonMobil Corporation (“ExxonMobil”) specified real estate (formerly operated as a refined products terminal), consisting of, in part, multiple facilities used to store and transport petroleum products including oil storage tanks and related facilities located in Everett, Massachusetts (the “Project Site”) and thereafter proceed with certain decommissioning, demolition, environmental remediation, entitlement, horizontal development, and other development activities with respect to the Project Site in one or more phases. Everett is a variable interest entity for which the Partnership is not the primary beneficiary and, therefore, is not consolidated in the Partnership’s consolidated financial statements. The Partnership accounts for its investment in Everett as an equity method investment as the Partnership has significant influence, but not a controlling interest in the investee. The Partnership recognized income of $0.2 million for the three months ended March 31, 2024, which is included in loss from equity method investments in the accompanying consolidated statement of operations . As of March 31, 2024, the Partnership’s investment balance in the joint venture was in equity accompanying consolidated balance sheet. On December 5, 2023, Landco completed the purchase of the Project Site. In addition, the Partnership provided certain financial guarantees of Everett’s performance pursuant to a Terminal Demolition and Remediation Responsibilities Agreement (“TDRRA”) between Landco and ExxonMobil (the “Remediation Guaranty”). The Remediation Guaranty was executed at the closing of the Project Site purchase, concurrently with Landco’s execution of the TDRRA. The Remediation Guaranty was provided to ExxonMobil to provide security for Landco’s obligations to perform and complete the demolition and remediation responsibilities set forth in the TDRRA. The maximum amount of financial assurances liability of the Partnership under the Remediation Guaranty is million (the “Guaranty Threshold”). The Guaranty Threshold will be reduced on a dollar-for-dollar basis as Landco undertakes demolition and remediation activities under the TDRRA. The Partnership’s loss exposure for the Everett investment is limited to the Partnership’s investment in the joint venture and any amounts due under the Remediation Guaranty. The Partnership recognized its performance obligation under the Remediation Guaranty at fair value, which was immaterial at both March 31, 2024 and December 31, 2023. Spring Partners Retail LLC On March 1, 2023, the Partnership entered into a Limited Liability Company Agreement, as amended (the “SPR LLC Agreement”) of SPR, a Delaware limited liability company formed as a joint venture with ExxonMobil for the purpose of engaging in the business of operating retail locations in the state of Texas and such other states as may be approved by SPR’s board of directors. In accordance with the SPR LLC Agreement, the Partnership invested approximately ownership interest. ExxonMobil has the remaining interest in SPR. SPR is managed by a of whom is designated by the Partnership. The day-to-day activities of SPR are operated by SPR Operator, a wholly owned subsidiary of the Partnership. SPR Operator provides administrative and support functions, such as operations and management support, accounting, legal and human resources and information technology services and systems to SPR for an annual fixed fee. The Partnership accounts for its investment in SPR as an equity method investment as the Partnership has significant influence, but not a controlling interest in the investee. The Partnership accounts for its investment in SPR as an equity method investment as the Partnership has significant influence, but not a controlling interest in the investee. Under this method with regard to SPR, the investment is carried originally at cost, increased by any allocated share of the investee’s net income and contributions made, and decreased by any allocated share of the investee’s net losses and distributions received. The investee’s allocated share of income and losses is based on the rights and priorities outlined in the joint venture agreement. On June 1, 2023, SPR acquired a portfolio of 64 Houston-area convenience and fueling facilities from Landmark Industries, LLC and its related entities. There have been no changes to the portfolio as of March 31, 2024. The Partnership recognized a loss of $1.6 million for the three months ended March 31, 2024, which is included in loss from equity method investments in the accompanying consolidated statement of operations . As of March 31, 2024, the Partnership’s investment balance in the joint venture was in equity method investments in the accompanying consolidated balance sheet. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related-Party Transactions | |
Related-Party Transactions | Note 11. Related Party Transactions Services Agreement , 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, 2024, no such notice of termination had been given by any party to the Slifka Entities Services Agreement. General Partner of the ownership interests in the General Partner. 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, and for substantially all of the employees who primarily or exclusively provide services to SPR, who are employed by SPR Operator. The Partnership reimburses the General Partner for expenses incurred in connection with these employees. These expenses, including bonus, payroll and payroll taxes, were 31, 2024 and 2023, 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. Spring Partners Retail LLC 10). Pursuant to this agreement, certain employees of the Partnership provide SPR with services including administrative and support functions, such as operations and management support, accounting, legal and human resources and information technology services and systems to SPR for which SPR pays SPR Operator, and therefore the Partnership, an annual fixed fee. The Partnership received approximately 31, 2024. In addition, SPR Operator employs substantially all of the employees who primarily or exclusively provide services to the Partnership’s joint venture. SPR reimburses the Partnership for direct expenses incurred in connection with these employees. Accounts receivable–affiliates consisted of the following (in thousands): March 31, December 31, 2024 2023 Receivables from the General Partner (1) $ 4,375 $ 8,031 Receivables from Spring Partners Retail LLC (2) 1,267 111 Total $ 5,642 $ 8,142 (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. (2) Receivables from SPR reflect the Partnership’s payment of direct expenditures on behalf of SPR under the operations and maintenance agreement. Everett Landco GP, LLC LLC Agreement of Everett, a Delaware limited liability company formed as a joint venture with the Everett Investor, an entity controlled by an affiliate of The Davis Companies, a company primarily involved in the acquisition, development, management and sale of commercial real estate. See Note 10. Sale of the Revere Terminal million in cash. In connection with closing under the purchase agreement between the Partnership and the Revere Buyer, the Partnership entered into a leaseback agreement, which meets the criteria for sale accounting, with the Revere Buyer pursuant to which the Partnership leases back key infrastructure at the Revere Terminal, including certain tanks, dock access rights, and loading rack infrastructure, to allow the Partnership to continue business operations at the Revere Terminal. The term of the leaseback agreement, including all renewal options exercisable at the Partnership’s election, could extend through September 30, 2039. Pursuant to the terms of the purchase agreement the Partnership entered into with affiliates of the Slifka family (the “Initial Sellers”), related parties, in 2015 to acquire the Revere Terminal, the Initial Sellers are entitled to an amount equal to fifty percent of the net proceeds (as defined in the 2015 purchase agreement) (the “Initial Sellers Share”) from the sale of the Revere Terminal. At the time of the 2022 closing, the preliminary calculation of the Initial Sellers Share was approximately million, which amount is subject to future revisions. To date, there have been no payments of additional net proceeds from the 2022 sale of the Revere Terminal relating to the final calculation of the Initial Sellers Share, as adjusted for such shared expenses and potential operating losses or profits. The final calculation of the Initial Sellers Share, including a sharing of any additional expenses in order to satisfy outstanding obligations under the Partnership’s current government storage contract at the Revere Terminal and potential operating losses or profits relating to the operation of the Revere Terminal during the initial leaseback term, will occur upon the expiration of such storage contract. The Partnership recorded a total of approximately 31, 2023, respectively. Approximately 31, 2024 and 2023, respectively. |
Partners' Equity and Cash Distr
Partners' Equity and Cash Distributions | 3 Months Ended |
Mar. 31, 2024 | |
Partners' Equity, Allocations and Distributions | |
Partners' Equity, Allocations and Cash Distributions | Note 12. Partners’ Equity and Cash Distributions Partners’ Equity Common Units and General Partner Interest At March 31, 2024, there were 33,995,563 common units issued, including 6,433,977 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 were no changes to common units or the general partner interest during the three months ended March 31, 2024. Series A Preferred Units At March 31, 2024, there were 2,760,000 Series A Preferred Unit outstanding. There were no changes to the Series A Preferred Units during the three months ended March 31, 2024. On April 15, 2024 the Partnership redeemed all outstanding Series A Preferred Units at a redemption price of $25.00 per unit, plus a $0.514275 per unit cash distribution for the period from February 15, 2024 through April 14, 2024 . Effective April 15, 2024, the Series A Preferred Units are no longer outstanding. Series B Preferred Units At March 31, 2024, there were 3,000,000 9.50% Series B Preferred Unit outstanding. There were no changes to the Series B Preferred Units during the three months ended March 31, 2024. 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 2024 (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 2/14/2024 (1) 12/31/23 $ 0.7000 $ 23,797 $ 180 $ 2,857 $ 26,834 (1) This distribution resulted in the Partnership exceeding 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 25, 2024, the board of directors of the General Partner declared a quarterly cash distribution of $0.7100 per unit ($2.84 per unit on an annualized basis) on its common units for the period from January 1, 2024 through March 31, 2024. On May 15, 2024, the Partnership will pay this cash distribution to its common unitholders of record as of the close of business on May 9, 2024. Series A Preferred Units Prior to the April 15, 2024 redemption of the Series A Preferred Units discussed above, distributions on the Series A Preferred Units were cumulative from August 7, 2018, the original issue date of the Series A Preferred Units, and were 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 were paid out of Available Cash with respect to the quarter immediately preceding the applicable Series A Distribution Payment Date. The Partnership paid the following cash distribution on the Series A Preferred Units during 2024 (in thousands, except per unit data): For the Per Unit Cash Distribution Quarterly Period Cash Total Cash Payment Date Covering Distribution Distribution Rate 2/15/2024 11/15/23 - 2/14/24 $ 0.77596 $ 2,142 10.42% On April 15, 2024, the Partnership paid the full redemption price of $25.00 per Series A Preferred Unit , plus a cash distribution $0.514275 per unit for the period from February 15, 2024 through April 14, 2024 . Series B Preferred Units 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 distribution rate for the Series B Preferred Units is 9.50% per annum of the $25.00 liquidation preference per Series B Preferred Unit (equal to $2.375 per Series B Preferred Unit per annum). At any time on or after May 15, 2026, the Partnership may redeem, in whole or in part, the Series B Preferred Units at a redemption price in cash of $25.00 per Series B Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared. The Partnership must provide not less than The Partnership paid the following cash distribution on the Series B Preferred Units during 2024 (in thousands, except per unit data): For the Per Unit Cash Distribution Quarterly Period Cash Total Cash Payment Date Covering Distribution Distribution 2/15/2024 11/15/23 - 2/14/24 $ 0.59375 $ 1,781 On April 15, 2024, the board of directors of the General Partner 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, 2024 through May 14, 2024. This distribution will be payable on May 1, 2024. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 2023 Wholesale Segment: Sales Gasoline and gasoline blendstocks $ 1,373,592 $ 1,175,623 Distillates and other oils (1) 1,265,756 1,283,800 Total $ 2,639,348 $ 2,459,423 Product margin Gasoline and gasoline blendstocks $ 29,761 $ 20,386 Distillates and other oils (1) 19,659 32,747 Total $ 49,420 $ 53,133 Gasoline Distribution and Station Operations Segment: Sales Gasoline $ 1,097,277 $ 1,185,866 Station operations (2) 130,168 127,166 Total $ 1,227,445 $ 1,313,032 Product margin Gasoline $ 121,630 $ 120,816 Station operations (2) 66,087 62,730 Total $ 187,717 $ 183,546 Commercial Segment: Sales $ 278,599 $ 257,872 Product margin $ 6,968 $ 8,127 Combined sales and Product margin: Sales $ 4,145,392 $ 4,030,327 Product margin (3) $ 244,105 $ 244,806 Depreciation allocated to cost of sales (28,970) (22,742) Combined gross profit $ 215,135 $ 222,064 (1) Distillates and other oils (primarily residual oil and crude oil). (2) Station operations consist of convenience store and prepared food sales, rental income and sundries. (3) 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 99 million gallons and 96 million gallons of the GDSO segment’s sales for the three months ended March 31, 2024 and 2023, 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, 2024 2023 Combined gross profit $ 215,135 $ 222,064 Operating costs and expenses not allocated to operating segments: Selling, general and administrative expenses 69,781 62,256 Operating expenses 120,150 108,353 Amortization expense 1,869 2,084 Net gain on sale and disposition of assets (2,501) (2,128) Total operating costs and expenses 189,299 170,565 Operating income 25,836 51,499 Loss from equity method investments (1,379) — Interest expense (29,696) (22,068) Income tax expense (363) (400) Net (loss) income $ (5,602) $ 29,031 The Partnership’s foreign assets and foreign sales were immaterial as of and for the three months ended March 31, 2024 and 2023. 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, 2024 and December 31, 2023 (in thousands): Wholesale Commercial GDSO Unallocated (1) Total March 31, 2024 $ 868,389 $ — $ 1,886,857 $ 710,386 $ 3,465,632 December 31, 2023 $ 862,850 $ — $ 1,910,058 $ 673,103 $ 3,446,011 (1) Includes the Partnership’s proportional share of assets related to its equity method investments (see Note 10). |
Net (Loss) Income Per Common Li
Net (Loss) Income Per Common Limited Partner Unit | 3 Months Ended |
Mar. 31, 2024 | |
Net (Loss) Income Per Common Limited Partner Unit | |
Net (Loss) Income Per Common Limited Partner Unit | Note 14. Net (Loss) 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 March 31, 2024 and December 31, 2023 excludes 17,981 and 113,206 common units, respectively, held on behalf of the Partnership pursuant to its repurchase program. These units are not deemed outstanding for purposes of calculating net (loss) 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 (loss) income and the assumed allocation of net (loss) income to the common limited partners (after deducting amounts allocated to preferred unitholders) for purposes of computing net (loss) income per common limited partner unit for the periods presented (in thousands, except per unit data): Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Common General Common General Limited Partner Limited Partner Numerator: Total Partners Interest IDRs Total Partners Interest IDRs Net (loss) income $ (5,602) $ (8,738) $ 3,136 $ — $ 29,031 $ 27,249 $ 1,782 $ — Declared distribution $ 27,496 $ 24,137 $ 185 $ 3,174 $ 24,016 $ 22,267 $ 162 $ 1,587 Assumed allocation of undistributed net (loss) income (33,098) (32,875) (223) — 5,015 4,982 33 — Assumed allocation of net (loss) income $ (5,602) $ (8,738) $ (38) $ 3,174 $ 29,031 $ 27,249 $ 195 $ 1,587 Less: Preferred limited partner interest in net income 3,916 3,463 Net (loss) income attributable to common limited partners $ (12,654) $ 23,786 Denominator: Basic weighted average common units outstanding 33,963 33,986 Dilutive effect of phantom units — 15 Diluted weighted average common units outstanding 33,963 34,001 Basic net (loss) income per common limited partner unit $ (0.37) $ 0.70 Diluted net (loss) income per common limited partner unit (1) $ (0.37) $ 0.70 (1) Basic common limited partner units were used to calculate diluted earnings per common limited partner unit for the three months ended March 31, 2024, as using the effects of phantom units would have an anti-dilutive effect. The board of directors of the General Partner declared the following quarterly cash distribution on its common units: Per Common Unit Cash Distribution Declared for the Cash Distribution Declaration Date Distribution Declared Quarterly Period Ended 4/25/2024 $ 0.7100 3/31/2024 The board of directors of the General Partner declared the following quarterly cash distribution on the Series B Series B Preferred Units Per Unit Cash Distribution Declared for the Cash Distribution Declaration Date Distribution Declared Quarterly Period Covering 4/15/2024 $ 0.59375 2/15/24 - 5/14/24 See Note 12, “Partners’ Equity and Cash Distributions” for further information. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2024 | |
Legal Proceedings | |
Legal Proceedings | Note 15. 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 9 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. 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. The Partnership received a Subpoena Duces Tecum dated May 13, 2022 from the Office of the Attorney General of the State of New York (“NY AG”) requesting information regarding charges paid by retailers, distributors, or consumers for oil and gas products in or within the proximity of the State of New York during the disruption of the market triggered by Russia’s 2022 invasion of Ukraine. The Partnership has been advised that the NY AG’s office sent similar subpoena requests for information to market participants across the petroleum industry. The Partnership made an initial submission of information to the NY AG’s office and continues to cooperate with the NY AG’s office to satisfy its obligations under the subpoena. The Partnership received a letter from the Office of the Attorney General of the State of Connecticut (“CT AG”) dated June 28, 2022 seeking information from the Partnership related to its sales of motor fuel to retailers within the State of Connecticut from February 3, 2022 through June 28, 2022. The Partnership has been advised that the CT AG’s office sent similar requests for information to market participants across the petroleum industry. The Partnership has complied with the CT AG’s request and submitted information responsive thereto. |
New Accounting Standards
New Accounting Standards | 3 Months Ended |
Mar. 31, 2024 | |
New Accounting Standards | |
New Accounting Standards | Note 16. 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, 2024 | |
Subsequent Events | |
Subsequent Events | Note 17. Subsequent Events Distribution to Common Unitholders 31, 2024. On May 15, 2024, the Partnership will pay this cash distribution to its common unitholders of record as of the close of business on May 9, 2024. Distribution to Series B Preferred Unitholders This d Redemption of Series A Preferred Units —On April 15, 2024 the Partnership redeemed all outstanding Series A Preferred Units at a redemption price of $25.00 per unit, plus a $0.514275 per unit cash distribution for the period from February 15, 2024 through April 14, 2024 . Effective April 15, 2024, the Series A Preferred Units are no longer outstanding. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Basis of Consolidation and Presentation | The accompanying consolidated financial statements as of March 31, 2024 and December 31, 2023 and for the three months ended March 31, 2024 and 2023 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, 2023 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, 2024 are not necessarily indicative of the results of operations that will be realized for the entire year ending December 31, 2024. The consolidated balance sheet at December 31, 2023 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. 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, 2024 2023 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) 60 % 59 % Distillates (home heating oil, diesel and kerosene), residual oil and crude oil sales 37 % 38 % Convenience store and prepared food sales, rental income and sundries 3 % 3 % 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, 2024 2023 Wholesale segment 20 % 22 % Gasoline Distribution and Station Operations segment 77 % 75 % 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, 2024 and 2023. |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Sales Revenue | |
Concentration Risk [Line Items] | |
Schedule of concentration of risk as percentage of consolidated amount | Three Months Ended March 31, 2024 2023 Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) 60 % 59 % Distillates (home heating oil, diesel and kerosene), residual oil and crude oil sales 37 % 38 % Convenience store and prepared food sales, rental income and sundries 3 % 3 % Total 100 % 100 % |
Product Margin | |
Concentration Risk [Line Items] | |
Schedule of concentration of risk as percentage of consolidated amount | Three Months Ended March 31, 2024 2023 Wholesale segment 20 % 22 % Gasoline Distribution and Station Operations segment 77 % 75 % Commercial segment 3 % 3 % Total 100 % 100 % |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contracts with Customers | |
Schedule of disaggregation of revenue of contracts with customers by segment | 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, 2024 Revenue from contracts with customers: Wholesale GDSO Commercial Total Petroleum and related product sales $ 813,419 $ 1,097,277 $ 182,120 $ 2,092,816 Station operations — 109,832 — 109,832 Total revenue from contracts with customers 813,419 1,207,109 182,120 2,202,648 Other sales: Revenue originating as physical forward contracts and exchanges 1,825,184 — 96,479 1,921,663 Revenue from leases 745 20,336 — 21,081 Total other sales 1,825,929 20,336 96,479 1,942,744 Total sales $ 2,639,348 $ 1,227,445 $ 278,599 $ 4,145,392 Three Months Ended March 31, 2023 Revenue from contracts with customers: Wholesale GDSO Commercial Total Petroleum and related product sales $ 857,757 $ 1,185,866 $ 171,807 $ 2,215,430 Station operations — 107,279 — 107,279 Total revenue from contracts with customers 857,757 1,293,145 171,807 2,322,709 Other sales: Revenue originating as physical forward contracts and exchanges 1,601,151 — 86,065 1,687,216 Revenue from leases 515 19,887 — 20,402 Total other sales 1,601,666 19,887 86,065 1,707,618 Total sales $ 2,459,423 $ 1,313,032 $ 257,872 $ 4,030,327 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventories | |
Schedule of inventories | Inventories consisted of the following (in thousands): March 31, December 31, 2024 2023 Distillates: home heating oil, diesel and kerosene $ 121,723 $ 154,890 Gasoline 150,662 134,749 Gasoline blendstocks 64,582 31,146 Residual oil 35,158 45,774 Renewable identification numbers (RINs) 3,170 1,684 Convenience store inventory 28,660 29,071 Total $ 403,955 $ 397,314 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill. | |
Schedule of changes in goodwill by segment | 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, 2023 $ 429,215 Dispositions (1) (2,447) Balance at March 31, 2024 $ 426,768 (1) 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, 2024 | |
Property and Equipment | |
Schedule of components of property and equipment | Property and equipment consisted of the following (in thousands): March 31, December 31, 2024 2023 Buildings and improvements $ 1,742,692 $ 1,738,122 Land 611,306 614,548 Fixtures and equipment 48,671 47,589 Idle plant assets 30,500 30,500 Construction in process 52,309 54,281 Capitalized internal use software 33,808 33,808 Total property and equipment 2,519,286 2,518,848 Less accumulated depreciation 1,029,069 1,005,303 Total $ 1,490,217 $ 1,513,545 |
Debt and Financing Obligation (
Debt and Financing Obligation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt and Financing Obligations | |
Schedule of total borrowings and availability under the Credit Agreement | The table below presents the total borrowings and availability under the Credit Agreement (in thousands): March 31, December 31, 2024 2023 Total available commitments $ 1,550,000 $ 1,750,000 Working capital revolving credit facility-current portion 226,000 16,800 Working capital revolving credit facility-less current portion — — Revolving credit facility — 380,000 Total borrowings outstanding 226,000 396,800 Less outstanding letters of credit 121,900 220,200 Total remaining availability for borrowings and letters of credit (1) $ 1,202,100 $ 1,133,000 (1) Subject to borrowing base limitations. |
Schedule of cash flow supplemental 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, 2024 2023 Borrowings from working capital revolving credit facility $ 653,700 $ 751,400 Payments on working capital revolving credit facility (444,500) (657,500) Net borrowings from working capital revolving credit facility $ 209,200 $ 93,900 Borrowings from revolving credit facility $ — $ — Payments on revolving credit facility (380,000) — Net payments on revolving credit facility $ (380,000) $ — |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Financial Instruments | |
Schedule of notional values of derivative instruments | The following table summarizes the notional values related to the Partnership’s derivative instruments outstanding at March 31, 2024: Units (1) Unit of Measure Exchange-Traded Derivatives Long 65,343 Thousands of barrels Short (65,937) Thousands of barrels OTC Derivatives (Petroleum/Ethanol) Long 5,519 Thousands of barrels Short (4,653) 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 | 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 2024 2023 Derivatives in fair value hedging relationship Exchange-traded futures contracts and OTC derivative contracts for petroleum commodity products Cost of sales $ 172 $ (514) Hedged items in fair value hedge relationship Physical inventory Cost of sales $ (3,531) $ (4,819) |
Schedule of the amount of gains and losses from derivatives not involved in a hedging relationship recognized in the consolidated statements of income | 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 2024 2023 Commodity contracts Cost of sales $ 593 $ (2,241) |
Schedule of fair values of derivative instruments and location in consolidated balance sheets | 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, 2024 and December 31, 2023 (in thousands): March 31, 2024 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ 460 $ 31,940 $ 32,400 Forward derivative contracts (1) Derivative assets — 9,108 9,108 Total asset derivatives $ 460 $ 41,048 $ 41,508 Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ — $ (50,674) $ (50,674) Forward derivative contracts (1) Derivative liabilities — (7,592) (7,592) Total liability derivatives $ — $ (58,266) $ (58,266) December 31, 2023 Derivatives Derivatives Not Designated as Designated as Hedging Hedging Balance Sheet Location Instruments Instruments Total Asset Derivatives: Exchange-traded derivative contracts Broker margin deposits $ — $ 67,430 $ 67,430 Forward derivative contracts (1) Derivative assets — 17,656 17,656 Total asset derivatives $ — $ 85,086 $ 85,086 Liability Derivatives: Exchange-traded derivative contracts Broker margin deposits $ 10,678 $ (44,687) $ (34,009) Forward derivative contracts (1) Derivative liabilities — (4,987) (4,987) Total liability derivatives $ 10,678 $ (49,674) $ (38,996) (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, 2024 | |
Fair Value Measurements | |
Schedule of financial assets and financial liabilities measured at fair value on a recurring basis | 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, 2024 and December 31, 2023 (in thousands): Fair Value at March 31, 2024 Cash Collateral Level 1 Level 2 Netting Total Assets: Forward derivative contracts (1) $ — $ 9,108 $ — $ 9,108 Exchange-traded/cleared derivative instruments (2) (18,274) — 31,718 13,444 Pension plans 18,039 — — 18,039 Total assets $ (235) $ 9,108 $ 31,718 $ 40,591 Liabilities: Forward derivative contracts (1) $ — $ (7,592) $ — $ (7,592) Fair Value at December 31, 2023 Cash Collateral Level 1 Level 2 Netting Total Assets: Forward derivative contracts (1) $ — $ 17,656 $ — $ 17,656 Exchange-traded/cleared derivative instruments (2) 33,421 — (20,642) 12,779 Pension plans 19,113 — — 19,113 Total assets $ 52,534 $ 17,656 $ (20,642) $ 49,548 Liabilities: Forward derivative contracts (1) $ — $ (4,987) $ — $ (4,987) (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 | 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, 2024 December 31, 2023 Face Fair Face Fair Value Value Value Value 7.00% senior notes due 2027 $ 400,000 $ 399,500 $ 400,000 $ 390,516 6.875% senior notes due 2029 $ 350,000 $ 345,187 $ 350,000 $ 340,130 8.250% senior notes due 2032 $ 450,000 $ 465,750 $ — $ — |
Environmental Liabilities (Tabl
Environmental Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Environmental Liabilities | |
Summary roll forward of the environmental liabilities | The following table presents a summary roll forward of the Partnership’s environmental liabilities at March 31, 2024 (in thousands): Balance at Other Balance at December 31, Payments Dispositions Adjustments March 31, Environmental Liability Related to: 2023 2024 2024 2024 2024 Retail gasoline stations $ 63,539 $ (991) $ (721) $ (82) $ 61,745 Terminals 12,610 (62) — — 12,548 Total environmental liabilities $ 76,149 $ (1,053) $ (721) $ (82) $ 74,293 Current portion $ 5,057 $ 5,493 Long-term portion 71,092 68,800 Total environmental liabilities $ 76,149 $ 74,293 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related-Party Transactions | |
Schedule of receivables from related parties | Accounts receivable–affiliates consisted of the following (in thousands): March 31, December 31, 2024 2023 Receivables from the General Partner (1) $ 4,375 $ 8,031 Receivables from Spring Partners Retail LLC (2) 1,267 111 Total $ 5,642 $ 8,142 (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. (2) Receivables from SPR reflect the Partnership’s payment of direct expenditures on behalf of SPR under the operations and maintenance agreement. |
Partners' Equity and Cash Dis_2
Partners' Equity and Cash Distributions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 | The Partnership paid the following cash distribution to common unitholders during 2024 (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 2/14/2024 (1) 12/31/23 $ 0.7000 $ 23,797 $ 180 $ 2,857 $ 26,834 (1) This distribution resulted in the Partnership exceeding 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 Preferred Limited Partners | |
Schedule of cash distributions made by the Partnership | The Partnership paid the following cash distribution on the Series A Preferred Units during 2024 (in thousands, except per unit data): For the Per Unit Cash Distribution Quarterly Period Cash Total Cash Payment Date Covering Distribution Distribution Rate 2/15/2024 11/15/23 - 2/14/24 $ 0.77596 $ 2,142 10.42% |
Series B Preferred Limited Partners | |
Schedule of cash distributions made by the Partnership | The Partnership paid the following cash distribution on the Series B Preferred Units during 2024 (in thousands, except per unit data): For the Per Unit Cash Distribution Quarterly Period Cash Total Cash Payment Date Covering Distribution Distribution 2/15/2024 11/15/23 - 2/14/24 $ 0.59375 $ 1,781 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting | |
Summary of financial information for the reportable segments | Summarized financial information for the Partnership’s reportable segments is presented in the table below (in thousands): Three Months Ended March 31, 2024 2023 Wholesale Segment: Sales Gasoline and gasoline blendstocks $ 1,373,592 $ 1,175,623 Distillates and other oils (1) 1,265,756 1,283,800 Total $ 2,639,348 $ 2,459,423 Product margin Gasoline and gasoline blendstocks $ 29,761 $ 20,386 Distillates and other oils (1) 19,659 32,747 Total $ 49,420 $ 53,133 Gasoline Distribution and Station Operations Segment: Sales Gasoline $ 1,097,277 $ 1,185,866 Station operations (2) 130,168 127,166 Total $ 1,227,445 $ 1,313,032 Product margin Gasoline $ 121,630 $ 120,816 Station operations (2) 66,087 62,730 Total $ 187,717 $ 183,546 Commercial Segment: Sales $ 278,599 $ 257,872 Product margin $ 6,968 $ 8,127 Combined sales and Product margin: Sales $ 4,145,392 $ 4,030,327 Product margin (3) $ 244,105 $ 244,806 Depreciation allocated to cost of sales (28,970) (22,742) Combined gross profit $ 215,135 $ 222,064 (1) Distillates and other oils (primarily residual oil and crude oil). (2) Station operations consist of convenience store and prepared food sales, rental income and sundries. (3) 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 | 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, 2024 2023 Combined gross profit $ 215,135 $ 222,064 Operating costs and expenses not allocated to operating segments: Selling, general and administrative expenses 69,781 62,256 Operating expenses 120,150 108,353 Amortization expense 1,869 2,084 Net gain on sale and disposition of assets (2,501) (2,128) Total operating costs and expenses 189,299 170,565 Operating income 25,836 51,499 Loss from equity method investments (1,379) — Interest expense (29,696) (22,068) Income tax expense (363) (400) Net (loss) income $ (5,602) $ 29,031 |
Schedule of total assets by reportable segment | The table below presents total assets by reportable segment at March 31, 2024 and December 31, 2023 (in thousands): Wholesale Commercial GDSO Unallocated (1) Total March 31, 2024 $ 868,389 $ — $ 1,886,857 $ 710,386 $ 3,465,632 December 31, 2023 $ 862,850 $ — $ 1,910,058 $ 673,103 $ 3,446,011 (1) Includes the Partnership’s proportional share of assets related to its equity method investments (see Note 10). |
Net (Loss) Income Per Common _2
Net (Loss) Income Per Common Limited Partner Unit (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Schedule of reconciliation of net (loss) income and the assumed allocation of net (loss) income to the limited partners' interest for purposes of computing net (loss) income per limited partner unit | The following table provides a reconciliation of net (loss) income and the assumed allocation of net (loss) income to the common limited partners (after deducting amounts allocated to preferred unitholders) for purposes of computing net (loss) income per common limited partner unit for the periods presented (in thousands, except per unit data): Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Common General Common General Limited Partner Limited Partner Numerator: Total Partners Interest IDRs Total Partners Interest IDRs Net (loss) income $ (5,602) $ (8,738) $ 3,136 $ — $ 29,031 $ 27,249 $ 1,782 $ — Declared distribution $ 27,496 $ 24,137 $ 185 $ 3,174 $ 24,016 $ 22,267 $ 162 $ 1,587 Assumed allocation of undistributed net (loss) income (33,098) (32,875) (223) — 5,015 4,982 33 — Assumed allocation of net (loss) income $ (5,602) $ (8,738) $ (38) $ 3,174 $ 29,031 $ 27,249 $ 195 $ 1,587 Less: Preferred limited partner interest in net income 3,916 3,463 Net (loss) income attributable to common limited partners $ (12,654) $ 23,786 Denominator: Basic weighted average common units outstanding 33,963 33,986 Dilutive effect of phantom units — 15 Diluted weighted average common units outstanding 33,963 34,001 Basic net (loss) income per common limited partner unit $ (0.37) $ 0.70 Diluted net (loss) income per common limited partner unit (1) $ (0.37) $ 0.70 (1) Basic common limited partner units were used to calculate diluted earnings per common limited partner unit for the three months ended March 31, 2024, as using the effects of phantom units would have an anti-dilutive effect. |
Common Limited Partners | |
Schedule of quarterly cash distributions on common units | Per Common Unit Cash Distribution Declared for the Cash Distribution Declaration Date Distribution Declared Quarterly Period Ended 4/25/2024 $ 0.7100 3/31/2024 |
Series A and Series B Preferred Units | |
Schedule of quarterly cash distributions on common units | Series B Preferred Units Per Unit Cash Distribution Declared for the Cash Distribution Declaration Date Distribution Declared Quarterly Period Covering 4/15/2024 $ 0.59375 2/15/24 - 5/14/24 |
Organization and Basis of Pre_4
Organization and Basis of Presentation (Details) | 3 Months Ended | |||||||||
Apr. 15, 2024 $ / shares shares | Apr. 09, 2024 USD ($) | Feb. 15, 2024 $ / shares | Feb. 14, 2024 $ / shares | Mar. 31, 2024 USD ($) location store $ / shares shares | Feb. 08, 2024 USD ($) | Feb. 05, 2024 USD ($) | Feb. 04, 2024 USD ($) | Jan. 18, 2024 USD ($) | Dec. 31, 2023 USD ($) shares | |
Organization | ||||||||||
Number of owned, leased and/or supplied gasoline stations | 1,601 | |||||||||
Number of convenience stores | store | 333 | |||||||||
Total available commitments | $ 1,550,000,000 | $ 1,550,000,000 | $ 1,750,000,000 | |||||||
Per Unit Cash Distribution (in dollars per unit) | $ / shares | $ 0.77596 | $ 0.7000 | ||||||||
Debt Instruments [Abstract] | ||||||||||
Aggregate principal amount | $ 450,000,000 | |||||||||
Initial distribution rate (as a percentage) | 10.42% | |||||||||
Spring Partners Retail LLC | ||||||||||
Organization | ||||||||||
Number of Gasoline Stations Operated by Affiliate | location | 64 | |||||||||
Credit Agreement | ||||||||||
Organization | ||||||||||
Total available commitments | $ 1,550,000,000 | $ 0 | $ 200,000,000 | |||||||
Working Capital Facility | ||||||||||
Organization | ||||||||||
Amount of borrowing capacity reallocated to another credit facility | 300,000,000 | |||||||||
Total available commitments | 950,000,000 | $ 950,000,000 | ||||||||
Non Working Capital Facility | ||||||||||
Organization | ||||||||||
Total available commitments | 600,000,000 | $ 600,000,000 | ||||||||
Senior Notes 8.250 Percent Due 2032 | ||||||||||
Debt Instruments [Abstract] | ||||||||||
Aggregate principal amount | $ 450,000,000 | $ 450,000,000 | ||||||||
Stated interest rate (as a percent) | 8.25% | 8.25% | 8.25% | |||||||
Global Partners LP | Affiliates of general partner | ||||||||||
Organization | ||||||||||
Limited partner ownership interest (as a percent) | 18.90% | |||||||||
Gulf oil limited partnership target companies | Subsequent event | ||||||||||
Organization | ||||||||||
Business Combination, Consideration Transferred | $ 212,300,000 | |||||||||
Common Limited Partners | ||||||||||
Organization | ||||||||||
Number of units held | shares | 33,977,582 | 33,882,357 | ||||||||
Common Limited Partners | Affiliates of general partner | ||||||||||
Organization | ||||||||||
Number of units held | shares | 6,433,977 | |||||||||
Series A Preferred Limited Partners | ||||||||||
Organization | ||||||||||
Number of units held | shares | 2,760,000 | 2,760,000 | ||||||||
Per Unit Cash Distribution (in dollars per unit) | $ / shares | $ 0.514275 | |||||||||
Debt Instruments [Abstract] | ||||||||||
Sale price (in dollars per unit) | $ / shares | $ 25 | |||||||||
Series A Preferred Limited Partners | Subsequent event | ||||||||||
Organization | ||||||||||
Number of units held | shares | 0 | |||||||||
Limited Partnership Units Redemption Price | $ / shares | $ 25 | |||||||||
Per Unit Cash Distribution (in dollars per unit) | $ / shares | $ 0.514275 | |||||||||
Debt Instruments [Abstract] | ||||||||||
Initial distribution rate (as a percentage) | 25% | |||||||||
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, 2024 | Mar. 31, 2023 | |
Sales Revenue | Product | ||
Concentration of Risk | ||
Percentage of consolidated total | 100% | 100% |
Sales Revenue | Product | Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) | ||
Concentration of Risk | ||
Percentage of consolidated total | 60% | 59% |
Sales Revenue | Product | Distillates (home heating oil, diesel and kerosene), residual oil and crude oil sales | ||
Concentration of Risk | ||
Percentage of consolidated total | 37% | 38% |
Sales Revenue | Product | Convenience store and prepared food sales, rental income and sundries | ||
Concentration of Risk | ||
Percentage of consolidated total | 3% | 3% |
Sales Revenue | Customer | ||
Concentration of Risk | ||
Number of customers | 0 | 0 |
Product Margin | Customer | ||
Concentration of Risk | ||
Percentage of consolidated total | 100% | 100% |
Product Margin | Customer | Wholesale | ||
Concentration of Risk | ||
Percentage of consolidated total | 20% | 22% |
Product Margin | Customer | Gasoline Distribution and Station Operations segment | ||
Concentration of Risk | ||
Percentage of consolidated total | 77% | 75% |
Product Margin | Customer | Commercial Segment | ||
Concentration of Risk | ||
Percentage of consolidated total | 3% | 3% |
Revenue from Contract Customers
Revenue from Contract Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | $ 2,202,648 | $ 2,322,709 |
Revenue originating as physical forward contracts and exchanges | 1,921,663 | 1,687,216 |
Revenue from leases | $ 21,081 | $ 20,402 |
Operating Lease, Income, Comprehensive Income [Extensible List] | Total sales | Total sales |
Total other sales | $ 1,942,744 | $ 1,707,618 |
Total sales | 4,145,392 | 4,030,327 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Contract liabilities | $ 0 | |
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 | |
Petroleum and related product sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | $ 2,092,816 | 2,215,430 |
Station operations | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 109,832 | 107,279 |
Wholesale | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 813,419 | 857,757 |
Revenue originating as physical forward contracts and exchanges | 1,825,184 | 1,601,151 |
Revenue from leases | 745 | 515 |
Total other sales | 1,825,929 | 1,601,666 |
Total sales | 2,639,348 | 2,459,423 |
Wholesale | Petroleum and related product sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 813,419 | 857,757 |
GDSO | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 1,207,109 | 1,293,145 |
Revenue from leases | 20,336 | 19,887 |
Total other sales | 20,336 | 19,887 |
Total sales | 1,227,445 | 1,313,032 |
GDSO | Petroleum and related product sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 1,097,277 | 1,185,866 |
GDSO | Station operations | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 109,832 | 107,279 |
Total sales | 130,168 | 127,166 |
Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 182,120 | 171,807 |
Revenue originating as physical forward contracts and exchanges | 96,479 | 86,065 |
Total other sales | 96,479 | 86,065 |
Total sales | 278,599 | 257,872 |
Commercial | Petroleum and related product sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | $ 182,120 | $ 171,807 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventories | ||
Inventories | $ 403,955 | $ 397,314 |
Positive exchange balances | 4,000 | 500 |
Negative exchange balances | 17,500 | 29,800 |
Distillates: home heating oil, diesel and kerosene | ||
Inventories | ||
Inventories | 121,723 | 154,890 |
Gasoline | ||
Inventories | ||
Inventories | 150,662 | 134,749 |
Gasoline blendstocks | ||
Inventories | ||
Inventories | 64,582 | 31,146 |
Residual Oil | ||
Inventories | ||
Inventories | 35,158 | 45,774 |
Renewable identification numbers (RINs) | ||
Inventories | ||
Inventories | 3,170 | 1,684 |
Crude Oil | ||
Inventories | ||
Inventories | $ 28,660 | $ 29,071 |
Goodwill - Changes In Goodwill
Goodwill - Changes In Goodwill By Segment (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Roll forward of the Partnership's goodwill | |
Goodwill | $ 429,215 |
Goodwill | 426,768 |
GDSO | |
Roll forward of the Partnership's goodwill | |
Goodwill | 429,215 |
Dispositions | (2,447) |
Goodwill | $ 426,768 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property and Equipment | ||
Total property and equipment | $ 2,519,286 | $ 2,518,848 |
Less accumulated depreciation | 1,029,069 | 1,005,303 |
Total | 1,490,217 | 1,513,545 |
Long-lived assets subject to impairment | 38,800 | |
Buildings and improvements | ||
Property and Equipment | ||
Total property and equipment | 1,742,692 | 1,738,122 |
Land | ||
Property and Equipment | ||
Total property and equipment | 611,306 | 614,548 |
Fixtures and equipment | ||
Property and Equipment | ||
Total property and equipment | 48,671 | 47,589 |
Idle plant assets | ||
Property and Equipment | ||
Total property and equipment | 30,500 | 30,500 |
Total | 30,500 | 30,500 |
Construction in process | ||
Property and Equipment | ||
Total property and equipment | 52,309 | 54,281 |
Retail Gasoline Stations | ||
Property and Equipment | ||
Assets held for sale | 15,200 | 20,300 |
Capitalized internal use software | ||
Property and Equipment | ||
Total property and equipment | $ 33,808 | $ 33,808 |
Debt and Financing Obligations
Debt and Financing Obligations - Credit Facility (Details) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2024 USD ($) item | Mar. 31, 2023 | Feb. 08, 2024 USD ($) | Feb. 05, 2024 USD ($) | Feb. 04, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Debt and Financing Obligations | ||||||
Total available commitments | $ 1,550,000 | $ 1,550,000 | $ 1,750,000 | |||
Working capital revolving credit facility-current portion | 226,000 | 16,800 | ||||
Revolving credit facility | 380,000 | |||||
Total borrowings outstanding | 226,000 | 396,800 | ||||
Less outstanding letters of credit | 121,900 | 220,200 | ||||
Total remaining availability for borrowings and letters of credit | 1,202,100 | $ 1,133,000 | ||||
Credit Agreement | ||||||
Debt and Financing Obligations | ||||||
Total available commitments | $ 1,550,000 | $ 0 | $ 200,000 | |||
Number of line of credit facilities | item | 2 | |||||
Average interest rates (as a percent) | 7.40% | 6.50% | ||||
Working Capital Facility | ||||||
Debt and Financing Obligations | ||||||
Total available commitments | $ 950,000 | 950,000 | ||||
Long-term portion | 0 | |||||
Amount of borrowing capacity reallocated to another credit facility | $ 300,000 | |||||
Non Working Capital Facility | ||||||
Debt and Financing Obligations | ||||||
Total available commitments | $ 600,000 | $ 600,000 |
Debt and Financing Obligation_2
Debt and Financing Obligations - Deferred Financing Fees, Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | |||
Unamortized fees | $ 25,500 | $ 20,000 | |
Amortization expenses | 1,831 | $ 1,347 | |
Sale-lease transactions | Sale Leaseback Sites | |||
Supplemental Cash Flow Information [Abstract] | |||
Unamortized fees | 500 | 500 | |
Credit Agreement | |||
Supplemental Cash Flow Information [Abstract] | |||
Write-off of a portion of the original issue discount and deferred financing fees | 1,400 | ||
Unamortized fees | 9,600 | 12,200 | |
Working Capital Facility | |||
Supplemental Cash Flow Information [Abstract] | |||
Borrowing from credit facility | 653,700 | 751,400 | |
Payments on credit facility | (444,500) | (657,500) | |
Net (payments on) borrowings from credit facility | 209,200 | $ 93,900 | |
Non Working Capital Facility | |||
Supplemental Cash Flow Information [Abstract] | |||
Payments on credit facility | (380,000) | ||
Net (payments on) borrowings from credit facility | (380,000) | ||
Senior Notes | |||
Supplemental Cash Flow Information [Abstract] | |||
Unamortized fees | $ 15,400 | $ 7,300 |
Debt and Financing Obligation_3
Debt and Financing Obligations - Notes (Details) - USD ($) $ in Thousands | Jan. 18, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Debt and Financing Obligations | |||
Aggregate principal amount | $ 450,000 | ||
Senior Notes 6.875 Percent Due 2029 | |||
Debt and Financing Obligations | |||
Stated interest rate (as a percent) | 6.875% | 6.875% | |
Aggregate principal amount | $ 350,000 | $ 350,000 | |
Senior Notes 7.00 Percent Due 2027 | |||
Debt and Financing Obligations | |||
Stated interest rate (as a percent) | 7% | 7% | |
Aggregate principal amount | $ 400,000 | $ 400,000 | |
Senior Notes 8.250 Percent Due 2032 | |||
Debt and Financing Obligations | |||
Stated interest rate (as a percent) | 8.25% | 8.25% | 8.25% |
Aggregate principal amount | $ 450,000 | $ 450,000 | |
Minimum percentage of principal amount held by trustee or the holders to declare notes due and payable | 25% | ||
Percentage of principal amount that the Partnership may redeem | 35% | ||
Period for payment of default | 60 days | ||
Indebtedness unpaid or accelerated debt triggering debt default | $ 50,000 | ||
Senior Notes 8.250 Percent Due 2032 | Redemption Period, 1st 12 month period | |||
Debt and Financing Obligations | |||
Redemption price as a percentage of principal amount | 108.25% | ||
Senior Notes 8.250 Percent Due 2032 | Redemption Period. 2nd 12 month period | |||
Debt and Financing Obligations | |||
Redemption price as a percentage of principal amount | 104.125% | ||
Senior Notes 8.250 Percent Due 2032 | Redemption Period, 3rd 12 month period | |||
Debt and Financing Obligations | |||
Redemption price as a percentage of principal amount | 102.063% | ||
Senior Notes 8.250 Percent Due 2032 | Redemption Period, 4th 12 month period | |||
Debt and Financing Obligations | |||
Redemption price as a percentage of principal amount | 100% |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) | 3 Months Ended |
Mar. 31, 2024 MBbls | |
Exchange-Traded Derivatives | Long | |
Derivative Financial Instruments | |
Nonmonetary units | 65,343 |
Exchange-Traded Derivatives | Short | |
Derivative Financial Instruments | |
Nonmonetary units | 65,937 |
OTC Derivatives (Petroleum/Ethanol) | Long | |
Derivative Financial Instruments | |
Nonmonetary units | 5,519 |
OTC Derivatives (Petroleum/Ethanol) | Short | |
Derivative Financial Instruments | |
Nonmonetary units | 4,653 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Hedges (Details) - Derivatives in fair value hedging relationship - Cost of sales - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Futures contracts | ||
Derivative Financial Instruments | ||
Fair value hedge, Amount of Gain (Loss) Recognized in Income on Derivatives | $ 172 | $ (514) |
Inventory | ||
Derivative Financial Instruments | ||
Fair value hedge, Amount of Gain (Loss) Recognized in Income on Hedged Items | $ (3,531) | $ (4,819) |
Derivative Financial Instrume_5
Derivative Financial Instruments - Not Designated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivatives not designated as hedging instruments | Commodity contracts | Cost of sales | ||
Derivative Financial Instruments | ||
Amount of Gain (Loss) Recognized in Income on Derivatives | $ 593 | $ (2,241) |
Derivative Financial Instrume_6
Derivative Financial Instruments - Commodity Contracts, etc. (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Derivative Financial Instruments | ||
Total asset derivatives | $ 41,508 | $ 85,086 |
Total liability derivatives | (58,266) | (38,996) |
Exchange-traded derivative contracts | Broker margin deposits | ||
Derivative Financial Instruments | ||
Total asset derivatives | 32,400 | 67,430 |
Total liability derivatives | (50,674) | (34,009) |
Forward derivative contracts | Derivative assets | ||
Derivative Financial Instruments | ||
Total asset derivatives | 9,108 | 17,656 |
Forward derivative contracts | Derivative liabilities | ||
Derivative Financial Instruments | ||
Total liability derivatives | (7,592) | (4,987) |
Derivatives designated as hedging instruments | ||
Derivative Financial Instruments | ||
Total asset derivatives | 460 | |
Total liability derivatives | 10,678 | |
Derivatives designated as hedging instruments | Exchange-traded derivative contracts | Broker margin deposits | ||
Derivative Financial Instruments | ||
Total asset derivatives | 460 | |
Total liability derivatives | 10,678 | |
Derivatives not designated as hedging instruments | ||
Derivative Financial Instruments | ||
Total asset derivatives | 41,048 | 85,086 |
Total liability derivatives | (58,266) | (49,674) |
Derivatives not designated as hedging instruments | Exchange-traded derivative contracts | Broker margin deposits | ||
Derivative Financial Instruments | ||
Total asset derivatives | 31,940 | 67,430 |
Total liability derivatives | (50,674) | (44,687) |
Derivatives not designated as hedging instruments | Forward derivative contracts | Derivative assets | ||
Derivative Financial Instruments | ||
Total asset derivatives | 9,108 | 17,656 |
Derivatives not designated as hedging instruments | Forward derivative contracts | Derivative liabilities | ||
Derivative Financial Instruments | ||
Total liability derivatives | $ (7,592) | $ (4,987) |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Jan. 18, 2024 | Dec. 31, 2023 |
Liabilities: | |||
Face value of debt instrument | $ 450,000 | ||
Senior Notes 7.00 Percent Due 2027 | |||
Liabilities: | |||
Stated interest rate (as a percent) | 7% | 7% | |
Face value of debt instrument | $ 400,000 | $ 400,000 | |
Fair value of debt instrument | $ 399,500 | $ 390,516 | |
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 | $ 345,187 | $ 340,130 | |
Senior Notes 8.250 Percent Due 2032 | |||
Liabilities: | |||
Stated interest rate (as a percent) | 8.25% | 8.25% | 8.25% |
Face value of debt instrument | $ 450,000 | $ 450,000 | |
Fair value of debt instrument | $ 465,750 | ||
Forward derivative contracts | |||
Assets: | |||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Derivative Asset, Current | Derivative Asset, Current | |
Liabilities: | |||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Current | Derivative Liability, Current | |
Recurring basis | Exchange-Traded Derivatives | |||
Assets: | |||
Cash collateral netting | $ 31,718 | $ (20,642) | |
Recurring basis | Total estimated fair value | |||
Assets: | |||
Pension plans | 18,039 | 19,113 | |
Total assets | 40,591 | 49,548 | |
Recurring basis | Total estimated fair value | Forward derivative contracts | |||
Assets: | |||
Derivative assets | 9,108 | 17,656 | |
Liabilities: | |||
Derivative liabilities | (7,592) | (4,987) | |
Recurring basis | Total estimated fair value | Exchange-Traded Derivatives | |||
Assets: | |||
Exchange-traded/cleared derivative instruments | 13,444 | 12,779 | |
Recurring basis | Total estimated fair value | Level 1 | |||
Assets: | |||
Pension plans | 18,039 | 19,113 | |
Total assets | (235) | 52,534 | |
Recurring basis | Total estimated fair value | Level 1 | Exchange-Traded Derivatives | |||
Assets: | |||
Exchange-traded/cleared derivative instruments | (18,274) | 33,421 | |
Recurring basis | Total estimated fair value | Level 2 | |||
Assets: | |||
Total assets | 9,108 | 17,656 | |
Recurring basis | Total estimated fair value | Level 2 | Forward derivative contracts | |||
Assets: | |||
Derivative assets | 9,108 | 17,656 | |
Liabilities: | |||
Derivative liabilities | $ (7,592) | $ (4,987) |
Environmental Liabilities (Deta
Environmental Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Changes in environmental liabilities during the period | ||
Balance at the beginning of the period | $ 76,149 | |
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] | Current portion | Current portion |
Payments | $ (1,053) | |
Dispositions | (721) | |
Other adjustments | (82) | |
Balance at the end of the period | 74,293 | |
Environmental liabilities | ||
Current portion | 5,493 | $ 5,057 |
Long-term portion | 68,800 | 71,092 |
Total environmental liabilities | 74,293 | 76,149 |
Retail gasoline stations | ||
Changes in environmental liabilities during the period | ||
Balance at the beginning of the period | 63,539 | |
Payments | (991) | |
Dispositions | (721) | |
Other adjustments | (82) | |
Balance at the end of the period | 61,745 | |
Environmental liabilities | ||
Total environmental liabilities | 61,745 | 63,539 |
Terminals | ||
Changes in environmental liabilities during the period | ||
Balance at the beginning of the period | 12,610 | |
Payments | (62) | |
Balance at the end of the period | 12,548 | |
Environmental liabilities | ||
Total environmental liabilities | $ 12,548 | $ 12,610 |
Equity Method Investments (Deta
Equity Method Investments (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
Feb. 15, 2024 $ / shares | Feb. 14, 2024 $ / shares | Dec. 05, 2023 USD ($) | Mar. 01, 2023 USD ($) director | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Oct. 23, 2023 USD ($) | |
Equity Method Investment | |||||||
Payment to acquire investment | $ 9,659 | ||||||
Loss from equity method investments | (1,379) | ||||||
Net dividends received on equity method investments | 204 | ||||||
Partnership's investment balance | 88,128 | $ 94,354 | |||||
Per Unit Cash Distribution (in dollars per unit) | $ / shares | $ 0.77596 | $ 0.7000 | |||||
Series A Preferred Limited Partners | |||||||
Equity Method Investment | |||||||
Per Unit Cash Distribution (in dollars per unit) | $ / shares | 0.514275 | ||||||
Series B Preferred Limited Partners | |||||||
Equity Method Investment | |||||||
Per Unit Cash Distribution (in dollars per unit) | $ / shares | $ 0.59375 | ||||||
Everett Landco GP, LLC | |||||||
Equity Method Investment | |||||||
Ownership interest | 30% | ||||||
Partnership contribution | 200 | ||||||
Partnership's investment balance | 14,100 | ||||||
Maximum amount of financial assurances liability | $ 75,000 | ||||||
Percentage of amounts paid under the Remediation Guaranty | 70% | ||||||
Amounts paid under the Remediation Guaranty | $ 52,500 | ||||||
Everett Landco GP, LLC | Maximum | |||||||
Equity Method Investment | |||||||
Partnership agreed to invest | $ 30,000 | ||||||
Spring Partners Retail LLC | |||||||
Equity Method Investment | |||||||
Payment to acquire investment | $ 69,500 | ||||||
Ownership interest | 49.99% | ||||||
Ownership percentage by co-venturer | 50.01% | ||||||
Number of directors | director | 2 | ||||||
Number of directors designated by partnership | director | 1 | ||||||
Loss from equity method investments | 1,600 | ||||||
Partnership's investment balance | $ 74,000 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 28, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2015 | Dec. 31, 2023 | |
Related Party Transactions | ||||||
Operating expenses | $ 120,150,000 | $ 108,353,000 | ||||
Partnership received amount | 14,304,000 | |||||
Information on related party transaction | ||||||
Receivables from related parties | 5,642,000 | $ 8,142,000 | ||||
Selling, general and administrative expenses | 69,781,000 | 62,256,000 | ||||
Spring Partners Retail LLC | ||||||
Related Party Transactions | ||||||
Partnership received amount | 1,000,000 | |||||
Revere Ma Owner LLC | ||||||
Information on related party transaction | ||||||
Gross proceeds | $ 150,000,000 | |||||
Selling, general and administrative expenses | Revere Ma Owner LLC | ||||||
Information on related party transaction | ||||||
Selling, general and administrative expenses | 2,500,000 | 2,700,000 | ||||
Accrued Expenses and Other Current Liabilities | Revere Ma Owner LLC | ||||||
Information on related party transaction | ||||||
Accrued interest expenses and other current liabilities | 20,100,000 | 17,600,000 | ||||
General Partner Interest | ||||||
Related Party Transactions | ||||||
Operating expenses | 59,500,000 | $ 36,400,000 | ||||
Information on related party transaction | ||||||
Receivables from related parties | 4,375,000 | 8,031,000 | ||||
Spring Partners Retail LLC | ||||||
Information on related party transaction | ||||||
Receivables from related parties | $ 1,267,000 | $ 111,000 | ||||
Slifka Family | ||||||
Related Party Transactions | ||||||
Ownership interest, as a percent | 100% | |||||
Annual services fee | $ 20,000 | |||||
Notice period to terminate the receipt of services under the agreement | 90 days | |||||
Information on related party transaction | ||||||
Percentage of net proceeds | 50% | |||||
Slifka Family | Revere Ma Owner LLC | ||||||
Information on related party transaction | ||||||
Gross proceeds | $ 44,300,000 | |||||
Global GP LLC | Related-Party | Affiliates of Slifka family | ||||||
Related Party Transactions | ||||||
Limited partner ownership interest (as a percent) | 100% |
Partners' Equity and Cash Dis_3
Partners' Equity and Cash Distributions (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Apr. 15, 2024 | Feb. 15, 2024 | Mar. 31, 2024 | Dec. 31, 2024 | Dec. 31, 2023 | |
Partners' Equity, Allocations and Cash Distributions | |||||
General partner interest, equivalent units outstanding | 230,303 | 230,303 | |||
Initial distribution rate (as a percentage) | 10.42% | ||||
First Target Distribution | Maximum | |||||
Partners' Equity, Allocations and Cash Distributions | |||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 0.4625 | ||||
Second Target Distribution | Minimum | |||||
Partners' Equity, Allocations and Cash Distributions | |||||
Total Quarterly Distribution Target Amount (in dollars per unit) | 0.4625 | ||||
Second Target Distribution | Maximum | |||||
Partners' Equity, Allocations and Cash Distributions | |||||
Total Quarterly Distribution Target Amount (in dollars per unit) | 0.5375 | ||||
Third Target Distribution | Minimum | |||||
Partners' Equity, Allocations and Cash Distributions | |||||
Total Quarterly Distribution Target Amount (in dollars per unit) | 0.5375 | ||||
Third Target Distribution | 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) | 18.90% | ||||
Common Limited Partners | |||||
Partners' Equity, Allocations and Cash Distributions | |||||
Number of units held | 33,977,582 | 33,882,357 | |||
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 | 6,433,977 | ||||
Series A Preferred Limited Partners | |||||
Partners' Equity, Allocations and Cash Distributions | |||||
Number of units held | 2,760,000 | 2,760,000 | |||
Sale price (in dollars per unit) | $ 25 | ||||
Series A Preferred Limited Partners | Subsequent event | |||||
Partners' Equity, Allocations and Cash Distributions | |||||
Number of units held | 0 | ||||
Initial distribution rate (as a percentage) | 25% | ||||
Limited Partnership Units Redemption Price | $ 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% | 9.50% | |||
Sale price (in dollars per unit) | $ 25 | ||||
Series B Preferred Limited Partners | Annualized Basis | |||||
Partners' Equity, Allocations and Cash Distributions | |||||
Total Quarterly Distribution Target Amount (in dollars per unit) | $ 2.375 | ||||
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 | |||||
Partners' Equity, Allocations and Cash Distributions | |||||
Marginal Percentage Interest in Distributions | 99.33% | ||||
Common Unitholders | Common Limited Partners | Second Target Distribution | |||||
Partners' Equity, Allocations and Cash Distributions | |||||
Marginal Percentage Interest in Distributions | 86.33% | ||||
Common Unitholders | Common Limited Partners | Third Target Distribution | |||||
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 | 6,433,977 | ||||
General Partner Interest | |||||
Partners' Equity, Allocations and Cash Distributions | |||||
General partner interest, equivalent units outstanding | 230,303 | ||||
General Partner Interest | First Target Distribution | |||||
Partners' Equity, Allocations and Cash Distributions | |||||
Marginal Percentage Interest in Distributions | 0.67% | ||||
General Partner Interest | Second Target Distribution | |||||
Partners' Equity, Allocations and Cash Distributions | |||||
Marginal Percentage Interest in Distributions | 13.67% | ||||
General Partner Interest | Third Target Distribution | |||||
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 and Cash Dis_4
Partners' Equity and Cash Distributions - Distributions paid and Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Feb. 15, 2024 | Feb. 14, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Distribution Payment | ||||
Per Unit Cash Distribution (in dollars per unit) | $ 0.77596 | $ 0.7000 | ||
Cash distribution, common units | $ 23,797 | |||
Cash distribution, general partner | 180 | |||
Cash distribution, incentive | 2,857 | |||
Distributions, Total | $ 26,834 | $ 30,750 | $ 58,873 | |
Cash distribution | $ 2,142 | |||
Series A Preferred Limited Partners | ||||
Cash Distribution Payment | ||||
Per Unit Cash Distribution (in dollars per unit) | $ 0.514275 | |||
Series B Preferred Limited Partners | ||||
Cash Distribution Payment | ||||
Per Unit Cash Distribution (in dollars per unit) | $ 0.59375 | |||
Distributions, Total | $ 1,781 | |||
Liquidation preference (in dollars per unit) | $ 25 | |||
Series B Preferred Limited Partners | Minimum | ||||
Cash Distribution Payment | ||||
Notice period for redemption | 30 days | |||
Series B Preferred Limited Partners | Maximum | ||||
Cash Distribution Payment | ||||
Notice period for redemption | 60 days |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands, gal in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) gal | Mar. 31, 2023 USD ($) gal | |
Summarized financial information for the Partnership's reportable segments | ||
Sales | $ 4,145,392 | $ 4,030,327 |
Product margin | 244,105 | 244,806 |
Depreciation allocated to cost of sales | (28,970) | (22,742) |
Gross profit | 215,135 | 222,064 |
Wholesale: | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 2,639,348 | 2,459,423 |
Product margin | 49,420 | 53,133 |
Wholesale: | Distillates and other oils | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 1,265,756 | 1,283,800 |
Product margin | 19,659 | 32,747 |
Wholesale: | Gasoline and gasoline blendstocks | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 1,373,592 | 1,175,623 |
Product margin | 29,761 | 20,386 |
GDSO | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 1,227,445 | 1,313,032 |
Product margin | 187,717 | 183,546 |
GDSO | Gasoline | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 1,097,277 | 1,185,866 |
Product margin | 121,630 | 120,816 |
GDSO | Station operations | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 130,168 | 127,166 |
Product margin | 66,087 | 62,730 |
Commercial | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales | 278,599 | 257,872 |
Product margin | $ 6,968 | $ 8,127 |
Intersegment transaction | GDSO | ||
Summarized financial information for the Partnership's reportable segments | ||
Sales volume supplied by Wholesale to GDSO (in gallons) | gal | 99 | 96 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements | ||
Combined gross profit | $ 215,135 | $ 222,064 |
Operating costs and expenses | ||
Selling, general and administrative expenses | 69,781 | 62,256 |
Operating expenses | 120,150 | 108,353 |
Amortization expense | 1,869 | 2,084 |
Net gain on sale and disposition of assets | (2,501) | (2,128) |
Total costs and operating expenses | 189,299 | 170,565 |
Operating income | 25,836 | 51,499 |
Loss from equity method investments | (1,379) | |
Interest expense | (29,696) | (22,068) |
Income tax expense | (363) | (400) |
Net income | (5,602) | 29,031 |
Operating costs and expenses not allocated to operating segments | ||
Operating costs and expenses | ||
Selling, general and administrative expenses | 69,781 | 62,256 |
Operating expenses | 120,150 | 108,353 |
Amortization expense | 1,869 | 2,084 |
Net gain on sale and disposition of assets | (2,501) | (2,128) |
Total costs and operating expenses | $ 189,299 | $ 170,565 |
Segment Reporting - Assets (Det
Segment Reporting - Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Segment assets | ||
Total | $ 3,465,632 | $ 3,446,011 |
Operating costs and expenses not allocated to operating segments | ||
Segment assets | ||
Total | 710,386 | 673,103 |
Wholesale | Operating Segments | ||
Segment assets | ||
Total | 868,389 | 862,850 |
GDSO | Operating Segments | ||
Segment assets | ||
Total | $ 1,886,857 | $ 1,910,058 |
Net (Loss) Income Per Common _3
Net (Loss) Income Per Common Limited Partner Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
Apr. 25, 2024 | Apr. 15, 2024 | Apr. 25, 2023 | Apr. 17, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Net Income Per Limited Partner Unit | |||||||
Repurchased units not deemed outstanding | 17,981 | 113,206 | |||||
Net Income (Loss) | $ (5,602) | $ 29,031 | |||||
Declared distribution | 27,496 | 24,016 | |||||
Assumed allocation of undistributed net income | (33,098) | 5,015 | |||||
Assumed allocation of net income | $ (5,602) | $ 29,031 | |||||
Common Limited Partners | |||||||
Denominator: | |||||||
Basic weighted average common units outstanding | 33,963,000 | 33,986,000 | |||||
Diluted weighted average common units outstanding | 33,963,000 | 34,001,000 | |||||
Basic net (loss) income per common limited partner unit | $ (0.37) | $ 0.70 | |||||
Diluted net (loss) income per common limited partner unit | $ (0.37) | $ 0.70 | |||||
Per Unit Cash Distribution Declared | $ 0.7100 | ||||||
Common Limited Partners | Subsequent event | |||||||
Denominator: | |||||||
Per Unit Cash Distribution Declared | $ 0.7100 | ||||||
Series B Preferred Limited Partners | |||||||
Denominator: | |||||||
Per Unit Cash Distribution Declared | $ 0.59375 | ||||||
Series B Preferred Limited Partners | Subsequent event | |||||||
Denominator: | |||||||
Per Unit Cash Distribution Declared | $ 0.59375 | ||||||
Common Limited Partner | |||||||
Net Income Per Limited Partner Unit | |||||||
Net Income (Loss) | $ (8,738) | $ 27,249 | |||||
Declared distribution | 24,137 | 22,267 | |||||
Assumed allocation of undistributed net income | (32,875) | 4,982 | |||||
Assumed allocation of net income | (8,738) | 27,249 | |||||
Common Limited Partner | Common Limited Partners | |||||||
Net Income Per Limited Partner Unit | |||||||
Assumed allocation of net income | $ (12,654) | $ 23,786 | |||||
Denominator: | |||||||
Basic weighted average common units outstanding | 33,963,000 | 33,986,000 | |||||
Dilutive effect of phantom units | 15,000 | ||||||
Diluted weighted average common units outstanding | 33,963,000 | 34,001,000 | |||||
Basic net (loss) income per common limited partner unit | $ (0.37) | $ 0.70 | |||||
Diluted net (loss) income per common limited partner unit | $ (0.37) | $ 0.70 | |||||
Common Limited Partner | Preferred Limited Partners | |||||||
Net Income Per Limited Partner Unit | |||||||
Assumed allocation of net income | $ 3,916 | $ 3,463 | |||||
General Partner Interest | |||||||
Net Income Per Limited Partner Unit | |||||||
Net Income (Loss) | 3,136 | 1,782 | |||||
Declared distribution | 185 | 162 | |||||
Assumed allocation of undistributed net income | (223) | 33 | |||||
Assumed allocation of net income | (38) | 195 | |||||
IDRs | |||||||
Net Income Per Limited Partner Unit | |||||||
Declared distribution | 3,174 | 1,587 | |||||
Assumed allocation of net income | $ 3,174 | $ 1,587 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Apr. 25, 2024 | Apr. 15, 2024 | Feb. 15, 2024 | Feb. 14, 2024 | Apr. 25, 2023 | Apr. 17, 2023 | Mar. 31, 2024 | Dec. 31, 2023 |
Subsequent Event | ||||||||
Per Unit Cash Distribution (in dollars per unit) | $ 0.77596 | $ 0.7000 | ||||||
Series A Preferred Limited Partners | ||||||||
Subsequent Event | ||||||||
Per Unit Cash Distribution (in dollars per unit) | 0.514275 | |||||||
Limited partner interest, units outstanding | 2,760,000 | 2,760,000 | ||||||
Series B Preferred Limited Partners | ||||||||
Subsequent Event | ||||||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.59375 | |||||||
Per Unit Cash Distribution (in dollars per unit) | 0.59375 | |||||||
Limited partner interest, units outstanding | 3,000,000 | 3,000,000 | ||||||
Series B Preferred Limited Partners | Annualized Basis | ||||||||
Subsequent Event | ||||||||
Per Unit Cash Distribution (in dollars per unit) | $ 2.375 | $ 2.375 | ||||||
Common Limited Partners | ||||||||
Subsequent Event | ||||||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.7100 | |||||||
Limited partner interest, units outstanding | 33,977,582 | 33,882,357 | ||||||
Subsequent event | Series A Preferred Limited Partners | ||||||||
Subsequent Event | ||||||||
Per Unit Cash Distribution (in dollars per unit) | 0.514275 | |||||||
Redemption price (in dollars per unit) | $ 25 | |||||||
Limited partner interest, units outstanding | 0 | |||||||
Subsequent event | Series B Preferred Limited Partners | ||||||||
Subsequent Event | ||||||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.59375 | |||||||
Subsequent event | Common Limited Partners | ||||||||
Subsequent Event | ||||||||
Quarterly cash distributions declared (in dollars per unit) | $ 0.7100 | |||||||
Subsequent event | Common Limited Partners | Annualized Basis | ||||||||
Subsequent Event | ||||||||
Per Unit Cash Distribution (in dollars per unit) | $ 2.84 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (5,602) | $ 29,031 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |